prospectus for - Pumpkin Patch investor relations

Regulation 12The Securities Commission has granted an exemption from Regulation 12(1)(a) of the Securities Regulations1983 to allow Pumpkin Patch to include in the Investment Statement summary historical financial statementsshowing the amount of total assets held by Pumpkin Patch divided into current and fixed assets.Clauses 1(4) and 13(a)(iii) of Schedule 1The Securities Commission has granted an exemption from Clauses 1(4) and 13(a)(iii) of Schedule 1 to theSecurities Regulations 1983.The exemptions from clause 1(4) and 13(a)(iii) are necessary as Pumpkin Patch is using a book build process todetermine the Final Price for Shares and is using that Final Price as the Exercise Price for Options, rather thanspecifying a fixed dollar value for the subscription price for the Shares and the Exercise Price of the Optionsissued pursuant to the Share Offer and the Option Offer respectively. This Prospectus instead: states theIndicative Price Range and the Company's right to fix the Final Price outside the Indicative Price Range;describes how investors can ascertain the Final Price, the procedures for holding subscription moneys, howover-subscriptions will be treated and the procedure for making refunds; that the Company has applied to theNZX for permission to list the Shares.Clause 8(5) of Schedule 1The Securities Commission has granted an exemption from clause 8(5) of Schedule 1 to the SecuritiesRegulations 1983. This exempts Pumpkin Patch from the necessity to provide historical summary financialstatements of the net tangible asset backing per Share calculated on the basis that the subscription money hasbeen received. Given that the Final Price of the Shares will not be determined before the date of this Prospectus,it is not possible to comply with Clause 8(5).This Prospectus instead shows the information required by clause 8(5)calculated as if the number of Shares on which the assumptions are based are calculated by reference to themaximum number of specified securities that would be allotted if the subscription price of the Shares was at thehigh point, at the mid point and at the low point of the indicative price range stated in the Prospectus.Clause 10(1)(c) of Schedule 1The Securities Commission has granted an exemption from Clause 10(1)(c) of Schedule 1.This exempts PumpkinPatch from the necessity to provide a prospective statement of cash flows expected during the yearcommencing on the date the Prospectus is delivered to the Registrar of Companies in registrable form.This Prospectus instead contains consolidated prospective statements of cashflows for Pumpkin Patch and itssubsidiaries in each of the following periods:• the period of 12 months commencing on 1 August 2003 and ending on the close of 31 July 2004; and• the period of 12 months commencing on 1 August 2004 and ending on the close of 31 July 2005.The financial statements for Pumpkin Patch for the 12 month periods commencing on 1 August 2003 and 1August 2004 will include a comparison of the actual cashflows for the same periods as stated in the Prospectus,in the manner required under paragraph 5.4 of the Financial Reporting Standard No. 9 (as if those statementswere required to comply with that standard).Standstill AgreementsPumpkin Patch and the following shareholders:• Perpetual Trustee Limited as trustee of the Quadrant Trust;• Wynyard Wood Trustee Services Limited and Nigel Philip Smith as trustees of the Simdec Trust;• Wynyard Wood Trustee Services Limited and Nigel Philip Smith as trustees of the Feruza Trust;• Maurice John Prendergast, Kerry Donna Prendergast and Stuart Gavin Callender as trustees of the KezzaFamily Trust;83