prospectus for - Pumpkin Patch investor relations

Exercise Period, and the Market Price at Exercise Date must exceed the Benchmark Price (as defined in theglossary) set by Pumpkin Patch. This performance benchmark has been determined by the Company in orderto encourage Eligible Senior Managers to add to shareholder value and will be calculated taking into accountthe return investors require given the risk associated with an equity investment in the Company less theexpected returns from dividends. The conditions are set out in full on pages 93 to 98.Option Holders may exercise their Options by giving a written notice to Pumpkin Patch detailing the Options tobe exercised. This notice must be accompanied by:• a cheque made payable to Pumpkin Patch in payment of the Exercise Price for the Options exercised underthat notice (unless the Option Holder has made prior arrangements with Pumpkin Patch for alternativemeans of payment); and• the Option Certificate issued in respect of the Options.Option Holders may exercise either all or part of their Options but the minimum number of Options that maybe exercised on any one occasion is the lesser of 1,000 Options or the balance of Options then remaining(where an Option Holder exercises only some of their Options, Pumpkin Patch will issue a new Option Certificatefor the balance of Options remaining).Minimum ApplicationApplications must be for the total number of Options offered to the selected Senior Manager.Allocation of SharesEach Option will, upon exercise, convert into one Share ranking equally in all respects with all other Shares onissue at the date on which it is exercised, except for any dividend in respect of which the Record Date occurredprior to the date of exercise. Pumpkin Patch will issue, transfer or procure the transfer of the appropriate numberof Shares to the Option Holder within 5 Business Days of receiving payment of the relevant Exercise Price.ListingPumpkin Patch does not intend to list the Options on the NZX. Application has been made to NZX for permissionto list the Shares. All requirements of the NZX relating to listing the Shares that can be complied with on orbefore the date of this Prospectus have been duly complied with. However, the NZX accepts no responsibilityfor any statement in this Prospectus.New Zealand and Australian-Only Option OfferThe Option Offer described in this section is an offer to Eligible Senior Managers in New Zealand and Australia.This Prospectus is intended for use only in connection with the Option Offer in New Zealand and Australia andis not to be sent or given to any person outside New Zealand or Australia in any circumstances in which theOffer or use of this Prospectus would be unlawful. This Prospectus will be distributed to Eligible Senior Managersin Australia together with a separate document containing additional disclosures as required by Australian law.Notwithstanding this, the Company intends to make offers of Options to certain Eligible Senior Managers asgenerally specified in section “Offer Description” above who reside in other countries, predominantly theUnited Kingdom.Use of Proceeds of Option OfferPumpkin Patch will not receive any proceeds from the allotment of the Options under the Option Offer but willreceive proceeds from the issue of Shares upon exercise of the Options. It is intended that these proceeds willbe used for general business purposes of Pumpkin Patch, however they may be made be applied to anyundertaking in which Pumpkin Patch may lawfully engage.19