investment statement for - Pumpkin Patch investor relations

Clauses 1(4) and 13(a)(iii) of Schedule 1The Securities Commission has granted an exemption from clauses1(4) and 13(a)(iii) of Schedule 1 to the Securities Regulations 1983.The exemptions from clause 1(4) and 13(a)(iii) are necessary asPumpkin Patch is using a book build process to determine the FinalPrice for Shares and is using that Final Price as the Exercise Price forOptions, rather than specifying a fixed dollar value for thesubscription price for the Shares and the Exercise Price of theOptions issued pursuant to the Share Offer and the Option Offerrespectively. The Prospectus instead states the Indicative PriceRange and the Company’s right to fix the Final Price outside theIndicative Price Range; describes how investors can ascertain theFinal Price, the procedures for holding subscription moneys, howover-subscriptions will be treated and the procedure for makingrefunds; that the Company has applied to the NZX for permissionto list the Shares.Clause 8(5) of Schedule 1The Securities Commission has granted an exemption from clause8(5) of Schedule 1 to the Securities Regulations 1983. This exemptsPumpkin Patch from the necessity to provide historical summaryfinancial statements of the net tangible asset backing per Sharecalculated on the basis that the subscription money has beenreceived. Given that the Final Price of the Shares will not bedetermined before the date of this Prospectus, it is not possible tocomply with Clause 8(5). This Prospectus instead shows theinformation required by clause 8(5) calculated as if the number ofShares on which the assumptions are based are calculated byreference to the maximum number of specified securities thatwould be allotted if the subscription price of the Shares was at thehigh point, at the mid point and at the low point of the indicativeprice range stated in the Prospectus.Clause 10(1)(c) of Schedule 1The Securities Commission has granted an exemption from Clause10(1)(c) of Schedule 1. This exempts Pumpkin Patch from thenecessity to provide a prospective statement of cash flowsexpected during the year commencing on the date theProspectus is delivered to the Registrar of Companies in registrableform.The Prospectus instead contains consolidated prospectivestatements of cashflows for Pumpkin Patch and its subsidiaries ineach of the following periods:• the period of 12 months commencing on 1 August 2003 andending on the close of 31 July 2004; and• the period of 12 months commencing on 1 August 2004 andending on the close of 31 July 2005.The financial statements for Pumpkin Patch for the 12 monthperiods commencing on 1 August 2003 and 1 August 2004 willinclude a comparison of the actual cashflows for the same periodsas stated in the Prospectus, in the manner required underparagraph 5.4 of the Financial Reporting Standard No. 9 (as ifthose statements were required to comply with that standard).standstill agreementsPumpkin Patch and the following shareholders:• Perpetual Trustee Limited as trustee of the Quadrant Trust;• Wynyard Wood Trustee Services Limited and Nigel Philip Smith astrustees of the Simdec Trust;• Wynyard Wood Trustee Services Limited and Nigel Philip Smith astrustees of the Feruza Trust;• Maurice John Prendergast, Kerry Donna Prendergast and StuartGavin Callender as trustees of the Kezza Family Trust;• Adam Lindsay Gordon Ryall, Judith Mabel Ryall and StanleyAlexander Carwardine as trustees of the Punchestown FamilyTrust;• Mark Joseph Synnott, Sally Rene Synnott and the Gale TrusteeCompany Limited as trustees of the Opito Family Trust; and• Gregory John Muir, Debra Jane Muir and Geoffrey Alistair Lawrieas trustees of the Muir Trust;have entered into a deed in favour of the Lead Manager wherebythose shareholders have agreed that, for a minimum period of 12months from the date on which Pumpkin Patch is quoted on theNZX, they will not:• Dispose of, or agree or offer to dispose of, the Shares they hold;• Create, or agree or offer to create, any security interest(including the sale or purchase of options or similar financialinstruments) in their Shares; and/or• Do, or omit to do, any act or omission which would have theeffect of transferring effective ownership or control of theirShares.If the shareholder takes any of the steps set out above:• Pumpkin Patch will take such reasonable steps that are within itscontrol to give effect to the terms of the deed or to rectify thematter giving rise to the breach;• Pumpkin Patch will (to the extent reasonably permitted by law)refuse to acknowledge, deal with, accept or register any sale,assignment, transfer or conversion of any of relevant Shares;• Pumpkin Patch, for as long as the breach continues, will not payany dividends or distributions to any person in respect of therelevant Shares and will not count any votes cast in respect ofthose Shares, in any shareholder resolution; and• The relevant shareholder acknowledges that it will cease to beentitled to any dividends, distributions or voting rights in respectof its Shares while the breach continues.employee share schemerestructuringThe Company has established a number of employee shareschemes which have allowed employees (including executiveDirectors) to purchase shares in the Company. The Company hascommitted to restructure these schemes, such restructuring takingeffect prior to or upon the allotment of Shares under the ShareOffer. The effect of the restructuring will be:• All shares allocated under these schemes prior to listing will befully paid, and the Company will have provided interest freeloans in aggregate of $7,202,861 to pay for any Shares underthese schemes not already purchased by the relevantemployee in cash;• All shares allocated under these schemes will be ordinary fullypaid shares in the Company ranking equally in all respects withall other shares;51