prospectus for - Pumpkin Patch investor relations

PUMPKIN PATCH LIMITED & SUBSIDIARIESNOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTSFOR THE 6 MONTHS ENDED 31 JANUARY 2004 (CONTINUED)4. Share Capital (Continued)The shares are subject to put and call options at the exercise price in the event of a participatory employee ceasingemployment; or a receiver or liquidator being appointed; or shares in the company being publicly listed; or more than 50% ofthe voting shares in the company (or the assets/business of the Pumpkin Patch Group) being sold.There have been no put or call rights exercised during the period.Treasury StockDuring the 2002 period Pumpkin Patch Limited acquired 374 shares from shareholders at a total cost of $31,401, reissued 288Treasury Stock shares to employees under the Pumpkin Patch Limited Employee Share Scheme at $20,160, and sold 759Treasury Stock shares to employees at $53,130. As at 31 January 2004 no shares are being held as Treasury stock.5. Employee Share Ownership PlansPumpkin Patch Limited Employee Share Scheme TrustThe Pumpkin Patch Limited Employee Share Scheme Trust was established by Pumpkin Patch Limited in 1999 to recognise the longservice of employees and to assist them in becoming shareholders. Employees who have six years continuous service and certainother employees determined by the directors can participate in the scheme.Neither the Company nor its related parties have any rights with respect to the shares issued under the scheme.During the period 2,161 B Class shares were issued to the Pumpkin Patch Limited Employee Share Scheme Trust.The scheme held the following shares at balance date:31 January % of total 31 July % of total 31 December % of total2004 ordinary 2003 ordinary 2002 ordinaryshares shares sharesB Class shares: 70,861 5.5% 68,700 5.5% 68,700 5.7%Shares held by the scheme carry no voting rights and full dividend rights.The issue price has been set based upon the estimatedmarket value of ordinary A shares. MJ Prendergast, a director of Pumpkin Patch Limited, is one of three trustees of the scheme.The trustees are appointed by the scheme’s Trustees.Advances of $1,720,740 (2003: $1,647,240, 2002: $1,647,240) have been made to the Trust and to employees to assist in thepurchase of shares under the scheme. These advances are interest free and repayable on demand.Executive Employee Share Scheme TrustThe Pumpkin Patch Limited Executive Employee Share Scheme Trust was established by Pumpkin Patch Limited in 2003. Theshares are issued to Pumpkin Patch Nominees Limited for nil consideration to hold in trust for certain employees who wereinvited by the Board of Directors to participate in a share option scheme. Pumpkin Patch Limited or its subsidiaries have noownership in Pumpkin Patch Nominees Limited nor do they have any ability to appoint its directors.During the period, 31,900 C Class shares were issued under the provisions of the employee share scheme.This scheme held the following shares at the end of the period:31 January % of total 31 July % of total 31 December % of total2004 ordinary 2003 ordinary 2002 ordinaryshares shares sharesC class shares unallocatedto employees 79,250 6.2% 47,350 3.8% - -The shares carry no voting rights and no dividends rights unless fully paid.57