investment statement for - Pumpkin Patch investor relations

share repurchasePumpkin Patch has entered into the Repurchase Agreementsunder which it has conditionally agreed to repurchase between28,770,400 and 49,027,200 shares from the Selling Shareholders(free of all liens, charges, mortgages, encumbrances and securityinterests of any kind) set out below:Minimum Number of Shares Maximum Number of SharesSelling Shareholder to be Repurchased to be RepurchasedPerpetual Trustees Limited as trustee of Quadrant Trust 7,041,903 12,000,000Wynyard Wood Trustee Services and Nigel P Smith as trustees of the Simdec Trust 7,415,828 12,637,200Wynyard Wood Trustee Services and Nigel P Smith as trustees of the Feruza Trust 14,312,669 24,390,000Total 28,770,400 49,027,200If:• All 81,027,200 of the Shares offered by Pumpkin Patch pursuantto the Share Offer are subscribed for the Company will (subjectto the conditions set out below) repurchase and cancel themaximum number of Shares from the Selling Shareholders as setout in the above table;• 60,770,399 or fewer of the Shares offered pursuant to the ShareOffer are subscribed for no Shares held by the SellingShareholders will be repurchased and the Company may, in itsdiscretion, refund any subscription proceeds received in excessof $40 million; and• More than 60,770,399 but fewer than 81,027,200 of the Sharesoffered pursuant to the Share Offer are subscribed for then theCompany will (subject to the conditions set out below)repurchase and cancel between the minimum and themaximum number of Shares from Selling Shareholders as set outin the table above.The agreement to repurchase Shares from the Selling Shareholdersis conditional upon successful completion of the Share Offer andallotment of Shares to investors. The Shares will be repurchasedand cancelled effective immediately upon the allotment of Sharesunder the Share Offer. The consideration for each Sharerepurchased will be the subscription proceeds of the Share Offerafter deducting certain expenses associated with the Share Offerand the Option Offer, divided by the total number of Shares issuedpursuant to the Share Offer. This consideration will be paid to theSelling Shareholders immediately following allotment of the Sharesunder the Share Offer, registration of the transfer of the SellingShareholders' shares to Pumpkin Patch and cancellation of thoseshares.Prior to listing, certain transfers of Shares have occurred betweenthe shareholders. The Simdec Trust has received 700,000 Sharesfrom the Opito Family Trust and 4,537,200 shares from the trusteesof the employee share schemes (3 million of which weretransferred for and on behalf of Maurice Prendergast, and1,537,200 of which were transferred for and on behalf of ChrissyConyngham). The Simdec Trust is obliged to pay an amount forthose Shares equal to the repurchase price per Share it will receiveunder the Repurchase Agreements.To give effect to the repurchase of shares from the SellingShareholders, Pumpkin Patch will secure the approval of all EntitledPersons (as that term is defined in the Companies Act 1993) to:• Repurchase shares from the Selling Shareholders pursuant tosection 107(1)(c) of the Companies Act 1993; and• Repurchase shares from Wynyard Wood Trustee Services Limitedand Nigel Philip Smith as trustees of the Simdec Trust (as one ofthe Selling Shareholders) notwithstanding that MauricePrendergast, Chrissy Conyngham and Sally Synnott as Directors,have relevant interests in such repurchase for the purposes ofsections 140 and 141 of the Companies Act 1993 pursuant tosection 107(3) of that Act.The Share Application Form is expressly stated to constitute anirrevocable and binding agreement on the part of each applicantunder the Share Offer to approve the repurchase of shares fromthe Selling Shareholders for the purposes of sections 107(1)(c) and107(3) of the Companies Act 1993.As a further prerequisite to the repurchase, the Directors ofPumpkin Patch must be satisfied on reasonable grounds thatPumpkin Patch will, immediately after the repurchase, satisfy thesolvency test prescribed by the Companies Act 1993 and, pursuantto section 108(2) of that Act, sign a certificate to that effect.securities act exemptionsPumpkin Patch has applied for and has been granted exemptionsfrom Regulation 12(1)(a) of the Securities Regulations 1983 andfrom clauses 1(4), 8(5), 13(a)(iii) and 10(1)(c) of the First Schedule tothose Regulations.Regulation 12The Securities Commission has granted an exemption fromRegulation 12(1)(a) of the Securities Regulations 1983 to allowPumpkin Patch to include in the Investment Statement summaryhistorical financial statements showing the amount of total assetsheld by Pumpkin Patch divided into current and fixed assets.50