investment statement for - Pumpkin Patch investor relations

shareholding structureOn the Allocation and Allotment Date following the issue of new Shares under the Share Offer (assuming that all 81,027,200 new Shares aresubscribed for and all proposed share repurchases from Selling Shareholders have occurred) Pumpkin Patch will have 166,513,000 Shareson issue. Of these Shares, approximately 42% will be owned by the existing Shareholders, approximately 9% will be owned by (or held onbehalf of or for allocation to) management and other employees of the Company and 49% will be owned by institutional investors andmembers of the public.The following table provides a summary of the shareholdings in the Company prior to the Share Offer and approximates what theregister of the Company may look like after the Share Offer.Immediately prior to listingPost-listing (assuming32,000,000 Shares aresubscribed for)Post-listing (assuming81,027,200 Shares aresubscribed for and allproposed share repurchaseshave occurred)Shares % Shares % Shares %Feruza Trust 48,780,000 36.3 48,780,000 29.3 24,390,000 14.6Quadrant Capital Fund 24,000,000 17.8 24,000,000 14.4 12,000,000 7.2Simdec Trust 20,037,200 14.9 20,037,200 12.0 7,400,000 4.4Kezza Family Trust 13,400,000 10.0 13,400,000 8.0 13,400,000 8.0The Opito Family Trust 10,400,000 7.7 10,400,000 6.2 10,400,000 6.2Punchestown Family Trust 1,200,000 0.9 1,200,000 0.7 1,200,000 0.7Muir Trust 1,111,100 0.8 1,111,100 0.7 1,111,100 0.7Shares Issued UnderEmployee Share Schemes 13,584,700 10.1 13,584,700 8.2 13,584,700 8.2DF7 Scheme Trustee 2,000,000 1.5 2,000,000 1.2 2,000,000 1.2Institutions and retail investors N/a N/a 32,000,000 19.2 81,027,200 48.7Total 134,513,000 100.00% 166,513,000 100.00% 166,513,000 100.00%Notes:1. If between 32,000,000 and 81,027,200 Shares are subscribed for, the Company willrepurchase between 28,770,400 and 49,027,200 Shares from the Selling Shareholders. Iffewer than 60,770,400 Shares are subscribed for, the Company may, in its discretion,refund any subscription proceeds in excess of $40 million and no part of thesubscriptions received will be used to repurchase Shares.2. All of the shares in the Company on issue as at the date of this Investment Statementare fully paid, except some Shares issued under employee share schemes, which will befully paid upon listing. Immediately following listing and the repurchase (assuming fullsubscription) an additional $42.2 million will be credited as paid up in respect of newShares (assuming an issue price of $1.32 per Share).3. The Feruza Trust is associated with interests of Setar Motani.4. The Simdec Trust is associated with interests of Stephen Sher.5. The Kezza Family Trust is associated with interests of Managing Director, MauricePrendergast.6. The Opito Family Trust and the Punchestown Family Trust are associated with theinterests of Sally Synnott.7. The Muir Trust is associated with interests of Executive Chairman, Greg Muir.8. Shares held under the current employee share schemes are held by trustees on behalfof a number of employees of the Company. These are currently B Class and C Classshares (which do not confer voting rights) which will convert to fully paid ordinary shares(all ranking equally for dividends and voting rights) immediately prior to listing. 3,795,467will be retained by the trustees and will be progressively released over three years to theindividual employees. The remainder will be released to the employees on whose behalfthey are held. Certain of the Directors currently, and will upon listing, hold Shares underthe employee share schemes.9. Post-listing (on at or about 9 June 2004), the Company will have on issue up to 2,274,000Options, which may convert into 2,274,000 Shares in the Company no earlier than 9 June2007. On the basis of the post listing shareholdings set out above and assuming allOptions convert into Shares, this would represent 1.35% of the Company.10. Prior to listing, certain share transfers have occurred between the shareholders. TheSimdec Trust has received 700,000 Shares from the Opito Family Trust and 4,537,200Shares from the trustees of the employee share schemes (3 million of which weretransferred for and on behalf of Maurice Pendergast and 1,537,200 of which weretransferred for and on behalf of Chrissy Conyngham). The Simdec Trust is obliged to payan amount for those shares equal to the repurchase price per share it receives underthe Repurchase Agreements described on page 50.11. As at January 2004, the Company had 1,282,911 shares on issue (as described on page56 of the Prospectus). Since then, the Company has carried out a 100:1 share split, issuedan aggregate of 3,110,800 B and C Class shares to the trustees of the employee shareschemes, issued 2,000,000 A Class shares to the trustees of the DF7 scheme and issued1,111,100 A Class shares to the Muir Trust, bringing the total number of shares issued (asat 14 May 2004) to 134,513,000.13