investment statement for - Pumpkin Patch investor relations

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fashion created for kidsimportant datesShare OfferEventKey DateProspectus Registration 14 May 2004Opening Date of the Offer 17 May 2004Closing Date of the Offer 4 June 2004Pricing 8 June 2004Allocation and Allotment Date Between 8 June and 15 June 2004Dispatch of Statements From 8 June 2004Quotation on the NZX and trading expectedto commence (on a “delayed delivery” basis) 9 June 2004Expected first dividend 1 April 2005Expected subsequent dividends 1Interim dividend in approximately April each year starting 2005 and final dividend inapproximately November each year starting 2005This timetable is indicative only and investors are encouraged to submit their applications as early as possible.The Company reserves the right to extend the Closing Date (in which case the Key Dates referred to above may change correspondingly).Option OfferDirectors of Pumpkin Patch Limited (“Pumpkin Patch” or the “Company) and senior managers with Pumpkin Patch and its Subsidiaries,(together "Senior Managers") selected to participate in the Option Offer will receive individual offers of Options in the Company. Publicinvestors are not being offered Options. The Senior Managers who receive Option Offers will be advised of the number of Options for whichthey will be entitled to apply. This Option Offer will be on the basis of the following timetable:EventKey DateProspectus Registration 14 May 2004Opening Date of the Offer Upon receipt of the individual offer, expected to be made on or about 17 May 2004Closing Date of the Offer12 Business Days following receipt of the individual offerSetting the Exercise Price 8 June 2004Allocation and Allotment Date By 8 June 2004Dispatch of Option Certificates By 12 June 2004The Options will not be quoted on the New Zealand Exchange (“NZX”) and cannot be traded. No dividends will be payable in respect ofthe Options.1 Pumpkin Patch can give no assurance about the amount or frequency of future dividends or other distributions, if any, payable on the Shares.2
forecast multiples and yield 1Offer Price Per Share$1.20 $1.40Fully Paid Shares on Issue (million) 2 166.5 166.5Market Capitalisation ($ million) 3 $199.8 $233.1Enterprise Value ($ million) 4 $201.5 $234.8FY2004 EBITDA ($ million) $26.7FY2005 EBITDA ($ million) $31.2FY2004 NPAT (pre ESOP adjustment) ($ million) $11.5FY2005 NPAT ($ million) $15.3Dividends Forecast from FY2005 ($ million) $7.2Offer Multiples and YieldEnterprise Value / FY2004 EBITDA 7.5 8.8Enterprise Value / FY2005 EBITDA 6.5 7.5Price / FY2004 Earnings (pre ESOP adjustments) 5 17.4 20.3Price / FY2005 Earnings 6 13.0 15.2Gross Dividend Yield FY2005 7 5.4% 4.6%Note: “EBITDA” means earnings before interest, tax, depreciation and amortisation costs.“NPAT” means net profit after tax.“ESOP” means employee share ownership plan.All forecast figures (for FY2004 and FY2005) referred to above appear in the ProspectiveFinancial Information appearing on page 36 of the Prospectus.1Certain figures in this table are derived from forecastsprepared by Pumpkin Patch and set out on pages 21 to 25and in the Prospectus. The forecast multiples and yieldshould be read in conjunction with the forecastassumptions set out on pages 22 to 25 and the risk factorsset out on pages 41 to 45.2”Fully paid Shares on Issue” is the value of the fully paidShares on issue at the conclusion of the Share Offer andafter the repurchase of Shares from Selling Shareholders iscompleted (assuming that the Share Offer is fullysubscribed and all share repurchases carried out).3”Market Capitalisation” is calculated as the value of fullypaid Shares on issue at the conclusion of the Share Offer(assuming that the Share Offer is fully subscribed and allshare repurchases carried out) multiplied by the price atthe bottom and top of the Indicative Price Range perShare, as appropriate.4”Enterprise Value” is calculated as Market Capitalisationplus borrowings of $1.7 million as forecast at 31 July 2004 asshown on page 21 (assuming that the Share Offer is fullysubscribed).5”Price/FY2004 Earnings (pre ESOP adjustments)” iscalculated as Indicative Price Range per Share divided byEarnings per Share. Earnings per Share is calculated asforecast net profit after tax (excluding ESOP adjustments)of $11.5 million (as shown on page 21) divided by thenumber of Shares on issue (assuming that the Share Offer isfully subscribed).6”Price/FY2005 Earnings” is calculated as Indicative PriceRange per Share divided by Earnings per Share. Earningsper Share is calculated as forecast net profit after tax (asshown on page 21) divided by the number of Shares onissue.7”Gross Dividend Yield FY2005” is calculated as CashDividend per Share divided by Final Price per Share. CashDividend per Share calculated as forecast net dividendfrom FY2005 divided by Shares on issue. The dividends inrespect of the FY2005 year are forecast to be fully imputed(as shown on page 25).3
Page 1: Lead ManagerGoldman Sachs JBWere (N
Page 6 and 7: fashion created for kidsPumpkin Pat
Page 8 and 9: chairman’s letterDear InvestorOn
Page 11 and 12: summary of share offeroffer descrip
Page 13 and 14: application for sharesAdditional in
Page 15 and 16: shareholding structureOn the Alloca
Page 17 and 18: directorsGreg MuirExecutive Chairma
Page 19 and 20: senior managementMike ArandGeneral
Page 21 and 22: investment overviewstrong Australas
Page 23 and 24: financial informationThe financial
Page 25 and 26: unaudited results for February 2004
Page 27 and 28: Cost of SalesForecast Cost of Sales
Page 29 and 30: Pumpkin Patch... the brandFounded i
Page 31 and 32: Pumpkin Patch’s innovative design
Page 33 and 34: fashion created for kidssales and m
Page 35 and 36: wholesale salesPumpkin Patch has id
Page 37 and 38: Pumpkin Patch... our peoplePumpkin
Page 39 and 40: fashion created for kidswholesaling
Page 41 and 42: fashion created for kids• The ove
Page 43 and 44: Tax implications on returnsThis sum
Page 45 and 46: fashion created for kidsKey Personn
Page 47 and 48: consequences ofinsolvency and/orwin
Page 49 and 50: fashion created for kidswhat other
Page 51 and 52: fashion created for kidsnotes1. The
Page 53 and 54: Clauses 1(4) and 13(a)(iii) of Sche
Page 56 and 57:
summary of option offer... employee
Page 58 and 59:
application instructions for option
Page 60 and 61:
fashion created for kidsNZXOpening
Page 62 and 63:
how to applyYou should read this Of
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