prospectus for - Pumpkin Patch investor relations

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egistrationThis Prospectus is dated 14 May 2004. A copy of this Prospectus signed by or on behalf of the Directors ofPumpkin Patch Limited (“Pumpkin Patch” or the “Company”) and having endorsed thereon or attachedthereto all documents, information, certificates and other matters required to be so endorsed or attached bysection 41 of the Securities Act 1978, has been delivered to the Registrar of Companies for registration undersection 42 of the Securities Act 1978.investment statementAn investment statement for the purposes of the Securities Regulations 1983 has been prepared in connectionwith offers of securities in New Zealand which are contained in this Prospectus. Copies of the investmentstatement (which includes application forms for the offers) can be obtained from Goldman Sachs JBWere (NZ)Limited (see inside back cover for contact details) or selected Primary Market Participants.key datesShare OfferEventKey DateOpening Date of the Offer 17 May 2004Closing Date of the Offer 4 June 2004Pricing 8 June 2004Allocation and Allotment Date Between 8 June and 15 June 2004Dispatch of Statements From 8 June 2004Quotation on the NZX and trading expectedto commence (on a “delayed delivery” basis) 9 June 2004Expected first dividend 1 April 2005Expected subsequent dividends 1Interim dividend in approximately April each year starting 2005 and finaldividend in approximately November each year starting 2005This timetable is indicative only and investors are encouraged to submit their applications as early as possible.The Company reserves the right to extend the closing date (in which case the Key Dates referred to above maychange correspondingly).Option OfferDirectors and senior managers with Pumpkin Patch and its Subsidiaries (together “Senior Managers”) selectedto participate in the Option Offer will receive individual offers of Options in the Company. Public investors arenot being offered Options. The Senior Managers who receive Option Offers will be advised of the number ofOptions for which they will be entitled to apply. This Option Offer will be on the basis of the following timetable:EventOpening Date of the OfferClosing Date of the OfferKey DateUpon receipt of the individual offer, expected to be made on or about17 May 200412 Business Days following receipt of the individual offerSetting the Exercise Price 8 June 2004Allocation and Allotment Date By 8 June 2004Dispatch of Option Certificates By 12 June 2004The Options will not be quoted on the NZX and cannot be traded. No Dividends will be payable in respect ofthe Options.1 Pumpkin Patch can give no assurance about the amount or frequency of future dividends or other distributions, if any, payable on the Shares.
table of contentsInvestment overview 2Description of the company’s business 5The offering 14Shareholding structure 20Directors & senior management 22Corporate governance & business strategy 25Risk and special trade factors 27Financial information 33Prospective financial information 36Group financial statements 44Summary historical financial statements 67Statutory and other information 73Glossary of certain terms 86Application instructions 89Rules relating to the Pumpkin Patch 2004share option scheme 93Directory and advisersInside back cover1
Page 1: Lead ManagerGoldman Sachs JBWere (N
Page 5 and 6: strong Australasian and growing int
Page 7 and 8: description of the company’s busi
Page 9: Pumpkin Patch... the brandFounded i
Page 12 and 13: sales and marketingPumpkin Patch’
Page 14 and 15: wholesale salesPumpkin Patch has id
Page 16 and 17: the offering14
Page 18 and 19: Shares will be able to be traded fr
Page 20 and 21: Option Offer (Employees Only)Offer
Page 22 and 23: shareholding structure20
Page 24 and 25: directors & senior management22
Page 26 and 27: Senior ManagementMike ArandGeneral
Page 28 and 29: corporate governanceThe Board of Pu
Page 30 and 31: isk and special trade factorsPrinci
Page 32 and 33: Head OfficePumpkin Patch’s head o
Page 35 and 36: 33financial information
Page 37 and 38: Basis of PreparationPro forma histo
Page 39 and 40: prospective financial informationTh
Page 41 and 42: PROSPECTIVE FINANCIAL INFORMATION (
Page 47 and 48: group financial statementsPUMPKIN P
Page 49 and 50: PUMPKIN PATCH LIMITED & SUBSIDIARIE
Page 51 and 52: PUMPKIN PATCH LIMITED & SUBSIDIARIE
Page 53 and 54:
PUMPKIN PATCH LIMITED & SUBSIDIARIE
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Page 57 and 58:
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summary historical financial inform
Page 71 and 72:
SUMMARY HISTORICAL FINANCIAL INFORM
Page 73 and 74:
Basis of opinion on the summary of
Page 75 and 76:
statutory and other informationThe
Page 77 and 78:
5A. Restrictions of Directors’ Po
Page 79 and 80:
Relevant Interest Holder No of Natu
Page 81 and 82:
11. Acquisition of Business or Subs
Page 83 and 84:
20. Restrictions on the Issuing Gro
Page 85 and 86:
Regulation 12The Securities Commiss
Page 87 and 88:
DF7 Share SchemeThe Company has est
Page 89 and 90:
glossary of certain termsTermDefini
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89application instructions
Page 93 and 94:
9. If your Share Application Form i
Page 95 and 96:
ules relating to the Pumpkin Patch
Page 97 and 98:
part or all of the Options (subject
Page 99 and 100:
arbitrator shall be appointed by th
Page 103 and 104:
directory and advisersDirectorsChri
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prospectus for - Pumpkin Patch investor relations

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