prospectus for - Pumpkin Patch investor relations

glossary of certain termsTermDefinitionAllocation and Allotment Date Between 8 June and 12 June 2004Assumed Annual DividendBenchmark PriceBusiness DayFor each of the years commencing 9 June 2004, 9 June 2005 and 9 June 2006 theassumed dividend which will be paid by the Company in each of those years (which willbe determined by the Company in its discretion after taking such independent advice(if any) as it considers desirable, based on the expected dividend in those three years)The price set by the Company after taking such independent advice (if any) as itconsiders desirable and calculated in accordance with the following formula:Exercise Price x [(1+ Cost of Equity) - Assumed Annual Dividend for the year commencing9 June 2004] x [(1+ Cost of Equity) - Assumed Annual Dividend for the year commencing9 June 2005] x [(1+ Cost of Equity) - Assumed Annual Dividend for the year commencing9 June 2006]Day on which the NZX is open for tradingClosing Date For the Share Offer 4 June 2004For the Option Offer the 15th Business Day following receipt of an individual offer ofOptionsConstitutionCost of EquityDirectorsEBITEBITDAEligible Senior ManagerExercise PeriodExercise PriceFinal PriceThe constitution of Pumpkin Patch to be adopted prior to listingA factor, selected by the Company in its discretion after taking such independent advice(if any) as it considers desirable and calculated in accordance with the followingformula:R e = R ƒ(1-T 1) + ß e (PTMRP)Where:R ƒ = Risk free rate of return, based on the yield on New Zealand government stock.T 1 = New Zealand investors’ effective tax rate on interest and dividend income relative tocapital gains.ß e = Equity beta, a measure of the volatility of returns from the Company compared toreturns from the investment market.PTMRP = Post tax market risk premium, or expected return, measured after New Zealandinvestor taxes, on the market portfolio of equity investments, derived fromPricewaterhouseCoopers research on New Zealand equity market returnsMembers of the Board of Directors of Pumpkin PatchEarnings Before Interest and TaxEarnings Before Interest Tax Depreciation and AmortisationA Senior Manager that has been offered Options pursuant to the Option OfferThe period during which Options issued pursuant to the Option Offer can be exercised,being the period between 9 June 2007 and 9 June 2009The Exercise Price for Options issued pursuant to the Option Offer, which shall be theFinal Price for investors other than institutional and professional investors participating inthe book buildFor institutional and professional investors participating in the book build the price set bythe Company on or prior to 8 June 2004 and payable by institutional and professionalinvestors participating in the book build under the Share Offer in respect of a Share;For other investors the price set by the Company on or prior to 8 June 2004 and payableby investors other than investors who are institutional and professional investorsparticipating in the book build under the Share Offer in respect of a ShareIndicative Price Range The indicative price range per Share set out on page 15Investment StatementLead ManagerMarket Price at Exercise DateThe Investment Statement issued in respect of the Share Offer and the Option Offerdated 14 May 2004Goldman Sachs JBWere (NZ) LimitedVolume weighted average selling price per Share traded on the NZX during the10 Business Days prior to exercise (adjusted as Pumpkin Patch may determine in its solediscretion to take account of the Shares going ex-dividend and to ensure that suchweighted average does not take into account any purchase or sale of Shares by anOption Holder)87