prospectus for - Pumpkin Patch investor relations

11. Acquisition of Business or SubsidiaryOn 3 May 2004 the Company acquired, from Hallensteins Bros Limited, the business known as “HBK Girl” andassociated assets. The consideration paid for that acquisition was not more than one-fifth of the amount of thetotal tangible assets in the statement of financial position as at 31 July 2003 appearing on page 46.No other business, subsidiary or body corporate has been acquired by the Company from any person at anytime in the period of two years immediately preceding the date of registration of this Prospectus, where theconsideration paid or payable for that acquisition was more than one-fifth of the amount of the total tangibleassets of the Company as at 31 July 2003.12. Securities Paid Up Otherwise than in CashPrior to the date of this Prospectus the Company has undertaken a share sub-division in respect of every shareon issue in the Company prior to that sub-division. Each such share was sub-divided into 100 shares, for noadditional consideration. No other equity or participatory securities have been, within the five years precedingthe date of this Prospectus, issued or allotted, or subscribed for and are to be so allotted, as fully or partly paidup otherwise than in cash.13. Options to Subscribe for Securities of Issuing GroupThe Option Offer is an offer of Options to acquire Shares upon the terms and conditions described on pages93 to 98. Subject to those terms and conditions each Option entitles the Option Holder upon exercise toacquire one Share ranking equally in all respects with all other Shares on issue at the date on which the Optionis exercised, except for any dividend in respect of which the Record Date occurred prior to that date.No consideration is payable for the Options but an Exercise Price will apply for Option Holders wishing toexercise their Options. The Exercise Price will be equivalent to the Final Price per Share for investors other thaninstitutional and professional investors as determined pursuant to the Share Offer.The Options can only be exercised within the Exercise Period (commencing on 9 June 2007 and ending on 9June 2009) (although the Company may permit earlier exercise in certain extraordinary circumstances). TheOptions will lapse if they are not exercised by the end of the Exercise Period.All Options will be granted to persons who are employees or Directors of Pumpkin Patch or its Subsidiaries. Thetotal number of Shares under option will be 2,274,000, of which:• 1,415,000 will be granted to Principal Officers of Pumpkin Patch or its subsidiaries; and• 859,000 will be granted to other employees (i.e. excluding the Principal Officers of Pumpkin Patch or itssubsidiaries, who are also employees).14. Appointment and Retirement of DirectorsNo Director has been appointed in a manner that is materially different from that specified in sections 153 and155 of the Companies Act 1993.There are no rules in the Constitution relating to the retirement age of Directors.No person (other than the members of the Company in general meeting or Directors acting as a Board) hasthe right to appoint a Director or Directors. Directors have the power to appoint alternate directors under theConstitution, subject to approval by a majority of the other Directors. No alternate directors have beenappointed as at the date of this Prospectus.79