investment statement for - Pumpkin Patch investor relations

summary of option offer... employees onlyoffer descriptionPumpkin Patch is offering a total of 2,274,000 Options topurchase Shares pursuant to the terms of the Pumpkin Patch2004 Share Option Scheme (the “Scheme”). Each Option willentitle the holder to purchase one Share on the terms andconditions of the Scheme which have been set out in full onpages 93 to 98 of the Prospectus.Assuming all offers of Options are accepted, the Company willhave on issue 2,274,000 Options, which may convert into2,274,000 Shares in the Company no earlier than 9 June 2007.On the basis of the post listing shareholdings set out in thetable on page 13 and assuming all Options convert intoShares, this would represent 1.35% of the Company.The Options will only be offered to selected Senior Managers.Each Senior Manager selected to participate in the OptionOffer will receive, together with the Prospectus and thisInvestment Statement, an individual offer specifying thenumber of Options being offered to that Senior Manager.Included in the Option Offer will be an offer of 870,000 Optionsto executive Directors.application for optionsThere is no application fee or other sum payable for Optionsoffered under the Option Offer. Eligible Senior Managerswishing to accept the Option Offer need to complete theOption Application Form personally provided to them in fulland return it to the address below no later than 5.00pm on the12th Business Day after receipt of their individual offer or suchlater date as may be advised by Pumpkin Patch in writing. TheOption Application Form contains an undertaking to complywith the terms and conditions of the Scheme and must besigned before a witness.Eligible Senior Managers will be notified of the number ofOptions being offered to them. Eligible Senior Managerswishing to apply for Options pursuant to the Option Offer mustapply for the full number of Options offered to them.The completed Option Application Form must be returned to:Managing DirectorPumpkin Patch Limited439 East Tamaki RoadEast TamakiAucklandNEW ZEALANDallocation of optionsOnce Pumpkin Patch receives a completed OptionApplication Form from an Eligible Senior Manager it will:• Grant to that Eligible Senior Manager the number of Optionsapplied for forthwith; and• Issue an Option Certificate in the name of that EligibleSenior Manager by 12 June 2004.exercise of optionsAn Exercise Price will apply for Option Holders wishing toexercise their Options. The Exercise Price will be equivalent tothe Final Price per Share for investors other than institutionaland professional investors participating in the book buildprocess as determined pursuant to the Share Offer.The Options can only be exercised within an exercise periodcommencing on 9 June 2007 and ending on 9 June 2009(“Exercise Period”) (although the Company may permit earlierexercise in certain extraordinary circumstances). The Optionswill lapse if they are not exercised by the end of the ExercisePeriod or if certain other circumstances exist (these are set outin full in the Prospectus).In addition the Options are not able to be exercised unlesscertain conditions are met. In particular Shares must havebeen quoted on the NZX for at least one day in the periodprior to the commencement of the Exercise Period, and theMarket Price at Exercise Date must exceed the BenchmarkPrice set by Pumpkin Patch. The Benchmark Price has been54