other material matters<strong>statement</strong> as tosubstantial securityholdingsAs required by Listing Rule 7.1.15, <strong>Pumpkin</strong> <strong>Patch</strong> has, not earlierthan two months prior to the date of this Prospectus, made awritten request pursuant to sections 28 and 29 of the SecuritiesMarkets Act 1988 (as though <strong>Pumpkin</strong> <strong>Patch</strong> was listed) requiring allregistered and other holders of relevant interests (as defined in thatAct) of 5% or more of voting securities in <strong>Pumpkin</strong> <strong>Patch</strong> to providedisclosure of:• Where the relevant interest is beneficial ownership, theconsideration and other terms and conditions of anytransaction under which that interest was acquired be<strong>for</strong>e thedate of this Offer Document.No person who received a request <strong>for</strong> disclosure has failed toprovide the in<strong>for</strong>mation requested.The following table shows, as at 7 April 2004, the holders of relevantinterests of 5% or more of the voting securities in <strong>Pumpkin</strong> <strong>Patch</strong>and the nature of their relevant interests and where the relevantinterest is beneficial ownership that was acquired within 2 yearsprior to 7 April 2004, the consideration and other terms andconditions of transaction(s) relating to such beneficial ownership.• Any relevant interest;• The nature of that relevant interest; andRelevant Interest Holder No of Nature of Interest heldsharesPerpetual Trustee Limited(as trustee of the Quadrant Trust)Wynyard Wood Trustee Services Ltdand Nigel P Smith (as trustees of theFeruza Trust)Wynyard Wood Trustee Services Ltdand Nigel P Smith (as trustees of theSimdec Trust)Maurice J Prendergast, Kerry DPrendergast and Stuart G Callender(as trustees of the Kezza Family Trust)Mark J Synnott, Sally R Synnott andThe Gale Trustee Co Limited (astrustees of The Opito Family Trust)Adam L Ryall, Judith M Ryall andStanley A Carwardine (as trustees ofthe Punchestown Family Trust)240,000 Legal and registered title. Beneficial interest in the shares is held by the unit holders of the QuadrantCapital Fund No 2 (being CSS Board, Fabemu Pty Limited (as trustee <strong>for</strong> Gibbon Superannuation Fund),Health Super Pty Limited (as trustee <strong>for</strong> Health Super Fund), ING Private Capital Pty Limited (as trustee<strong>for</strong> ING Private Capital Fund 1), Perpetual Trustee Company Limited (as trustee <strong>for</strong> MacquarieAlternative Investment Trust), MLC Limited, National Australia Financial Management Limited, PSS Board,Unisuper, Westpac Banking Corporation and Westpac Staff Superannuation Fund).487,800 Legal and registered title. Beneficial interest in the shares is held by those beneficiaries (being unstatedrelatives of Setar Motani and trusts <strong>for</strong> the benefit of such relatives) in favour of whom the trustees mayexercise their discretion from time to time.148,000 Legal and registered title. Beneficial interest in the shares is held by those beneficiaries (being unstatedrelatives of Steven Sher and trusts <strong>for</strong> the benefit of such relatives) in favour of whom the trustees mayexercise their discretion from time to time.134,000 Legal and registered title. Beneficial interest in the shares is held by those beneficiaries (being unstatedrelatives of MJ and KD Prendergast and trusts <strong>for</strong> the benefit of such relatives) in favour of whom thetrustees may exercise their discretion from time to time.111,000 Legal and registered title. Beneficial interest in the shares is held by those beneficiaries (being unstatedrelatives of MJ and SR Synnott and trusts <strong>for</strong> the benefit of such relatives) in favour of whom the trusteesmay exercise their discretion from time to time.12,000 Legal and registered title. Beneficial interest in the shares is held by those beneficiaries (being unstatedrelatives of MJ and SR Synnott and trusts <strong>for</strong> the benefit of such relatives) in favour of whom the trusteesmay exercise their discretion from time to time.48
fashion created <strong>for</strong> kidsnotes1. The in<strong>for</strong>mation on page 48 is stated as at 7 April 2004 and, as such,precedes (and so does not take account of):(i) the 100:1 share split to be carried out prior to listing;(ii) the re-designation, immediately prior to listing, of all Shares asordinary shares (ranking equally as to dividends and votingrights). Currently, the Shares are all Class A shares (which conferfull dividend and voting rights), except those held by the trusteesof the various employee share schemes which are acombination of Class B and Class C shares (and which typicallydo not confer voting rights and contain restrictions on theirtransferability and, in respect of the Class C shares, do not conferdividend rights);(iii) certain share transfers to occur between the shareholders asdescribed on page 50.(iv)the share repurchases to be carried out immediately followinglisting in accordance with the Repurchase Agreements, asdescribed in more detail on page 50;(v) the issue of shares to PPNL as the trustee of the DF7 scheme (tobe carried out on listing, as described in more detail on page52); and(vi)allocation of options under the Option Offer (to be carried outprior to listing, as described in more detail on page 54).2. The in<strong>for</strong>mation on page 48 does not refer to the shares held by thetrustees of the various <strong>Pumpkin</strong> <strong>Patch</strong> employee share schemes assuch shares do not confer voting rights and so are not votingsecurities of <strong>Pumpkin</strong> <strong>Patch</strong>. As described further in Note 1(b)above, however, such shares will immediately prior to listing be redesignatedas ordinary shares, carrying full voting rights.49