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investment statement for - Pumpkin Patch investor relations

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glossary of termsTermDefinitionAllocation and Allotment Date Between 8 June and 12 June 2004Assumed Annual DividendBenchmark PriceBusiness DayClosing DateConstitutionCost of EquityDirectorsEBITEBITDAEligible Senior ManagerExercise PeriodExercise PriceFinal PriceFor each of the years commencing 9 June 2004, 9 June 2005 and 9 June 2006, the assumed dividendwhich will be paid by the Company in each of those years (which will be determined by the Company inits discretion after taking such independent advice (if any) as it considers desirable, based on theexpected dividend in those three years)The price set by the Company after taking such independent advice (if any) as it considers desirableand calculated in accordance with the following <strong>for</strong>mula: Exercise Price x [(1+ Cost of Equity) – AssumedAnnual Dividend <strong>for</strong> the year commencing 9 June 2004] x [(1+ Cost of Equity) – Assumed Annual Dividend <strong>for</strong>the year commencing 9 June 2005] x [(1+ Cost of Equity) – Assumed Annual Dividend <strong>for</strong> the yearcommencing 9 June 2006]Day on which the NZX is open <strong>for</strong> tradingFor the Share Offer 4 June 2004. For the Option Offer the 15th Business Day following receipt of anindividual offer of OptionsThe constitution of <strong>Pumpkin</strong> <strong>Patch</strong> to be adopted prior to listingA factor, selected by the Company in its discretion after taking such independent advice (if any) as itconsiders desirable and calculated in accordance with the following <strong>for</strong>mula:Where: Re =Rf(1-T1) +ße (PTMRP)Rf = Risk free rate of return, based on the yield on New Zealand government stock.T1 = New Zealand <strong>investor</strong>s' effective tax rate on interest and dividend income relative to capital gains.ße = Equity beta, a measure of the volatility of returns from the Company compared to returns fromthe <strong>investment</strong> market.PTMRP = Post tax market risk premium, or expected return, measured after New Zealand <strong>investor</strong> taxes,on the market portfolio of equity <strong>investment</strong>s, derived from PricewaterhouseCoopers research on NewZealand equity market returnsMembers of the Board of Directors of <strong>Pumpkin</strong> <strong>Patch</strong>Earnings Be<strong>for</strong>e Interest and TaxEarnings Be<strong>for</strong>e Interest Tax Depreciation and AmortisationA Senior Manager that has been offered Options pursuant to the Option OfferThe period during which Options issued pursuant to the Option Offer can be exercised, being theperiod between 9 June 2007 and 9 June 2009The Exercise Price <strong>for</strong> Options issued pursuant to the Option Offer, which shall be the Final Price <strong>for</strong><strong>investor</strong>s other than institutional and professional <strong>investor</strong>s participating in the book buildFor institutional and professional <strong>investor</strong>s participating in the book build - the price set by the Companyon or prior to 8 June 2004 and payable by institutional and professional <strong>investor</strong>s participating in the bookbuild under the Share Offer in respect of a Share; For other <strong>investor</strong>s - the price set by the Company on orprior to 8 June 2004 and payable by <strong>investor</strong>s other than <strong>investor</strong>s who are institutional and professional<strong>investor</strong>s participating in the book build under the Share Offer in respect of a ShareIndicative Price Range The indicative price range per Share set out on page 9Investment Statement or Offer DocumentLead ManagerMarket Price at Exercise DateThis Investment StatementGoldman Sachs JBWere (NZ) LimitedVolume weighted average selling price per Share traded on the NZX during the 10 Business Daysprior to exercise (adjusted as <strong>Pumpkin</strong> <strong>Patch</strong> may determine in its sole discretion to take accountof the Shares going ex-dividend and to ensure that such weighted average does not take intoaccount any purchase or sale of Shares by an Option Holder)57

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