prospectus for - Pumpkin Patch investor relations

20. Restrictions on the Issuing GroupIt is intended that Pumpkin Patch and its Subsidiaries will obtain secured debt funding on new terms prior to theClosing Date, and it currently has secured debt funding in place. The secured debt funding (both existing andnew) will be on terms which contain the usual financial covenants as to debt/equity levels and restrictions onadditional borrowings and on pledging any assets as security for additional borrowing without approval. Otherthan those, there are no restrictions on Pumpkin Patch or its Subsidiaries from making a distribution, or borrowing,the restrictions that result from any undertaking to them, or contract or deed entered into, by Pumpkin Patchor its Subsidiaries.21. Other Terms of Offer and SecuritiesAll other terms of the Share Offer and all the terms of the Shares being offered are set out in this Prospectusexcept for those implied by law or set out in a document that is registered with a public official and is availablefor public inspection and is referred to in this Prospectus.The full terms and conditions relating to the Option Offer are set out at pages 93 to 98.22-38. Financial StatementsThe information required by clauses 22 to 38 (inclusive) of the First Schedule to the Securities Regulations 1978(for the seven month period ending 31 July 2003 (and for the six month period ending 31 January 2004)) iscontained in section “Group Financial Statements”.39. Places of Inspection of DocumentsThe Constitution of the Company and the material contracts referred to in paragraph 17 of this StatutoryInformation section are available for public inspection either on the Companies Office electronic register atwww.companies.govt.nz or at the registered office of the Company (without payment of any fee) until thedate on which the Share Offer closes (at the offices of Pumpkin Patch Limited, 439 East Tamaki Road, EastTamaki, Auckland). The Companies Office may charge a fee for inspection of certain documents.40. Other Material MattersShare RepurchasePumpkin Patch has entered into Repurchase Agreements under which it has conditionally agreed torepurchase between 28,770,400 and 49,027,200 shares from the Selling Shareholders (free of all liens, charges,mortgages, encumbrances and security interests of any kind) set out below:Selling Shareholder Minimum Number Maximum Numberof Shares to be of Shares to beRepurchasedRepurchasedPerpetual Trustees Limited as Trustee of Quadrant Trust 7,041,903 12,000,000Wynyard Wood Trustee Services and Nigel Philip Smithas Trustees of the Simdec Trust 7,415,828 12,637,200Wynyard Wood Trustee Services and Nigel Philip Smithas Trustees of the Feruza Trust 14,312,669 24,390,000Total 28,770,400 49,027,20081