annual report 2005 - Pumpkin Patch investor relations

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Pumpkin Patch Limited & Subsidiaries notes to and forming part of the financial statements for the 12 months ended 31 July 2005 4. share capital Group Parent 31 July 2005 $000 31 July 2004 $000 31 July 2005 $000 31 July 2004 $000 Issued and paid up capital brought forward: 57,535 10,907 57,535 10,907 Share issue pre-listing - 1,000 - 1,000 Share issue under pre-listing employee share schemes - 5,710 - 5,710 Share issue under DF7 Scheme pre-listing - 1,875 - 1,875 Share issue on listing - 101,284 - 101,284 Share repurchase on listing - (61,284) - (61,284) Share issue costs - (1,957)* - (1,957)* Issued and paid up capital carried forward 57,535 57,535 57,535 57,535 Shares held as treasury stock (1,401) (1,875) - - Balance at the end of the period 56,134 55,660 57,535 57,535 As at 31 July 2005 there were 166,513,000 shares on issue (2004: 166,513,000). All ordinary shares are fully paid and rank equally with one vote attaching to each share. Prior to listing in 2004 all B Class and C Class shares were converted to ordinary shares (formerly A Class shares) as part of the restructuring of pre-listing employee share schemes. * Fees amounting to $246,250 were paid to PricewaterhouseCoopers for services provided to the Group relating directly to the share issue in 2004. ordinary shares (formerly A class shares) 31 July 2005 31 July 2004 Opening balance 166,513,000 1,132,800 Conversion of B Class shares pre-listing - 70,861 Conversion of C Class shares pre-listing - 110,358 Issue of ordinary shares prior to listing - 11,111 Ordinary shares prior to 100:1 share split in 2004 166,513,000 1,325,130 Ordinary shares after 100:1 share split in 2004 166,513,000 132,513,000 Issue of ordinary shares to DF7 Scheme pre-listing - 2,000,000 Issue of ordinary shares on listing - 81,027,200 Repurchase of ordinary shares on listing - (49,027,200) Closing balance 166,513,000 166,513,000 34
Pumpkin Patch Limited & Subsidiaries notes to and forming part of the financial statements for the 12 months ended 31 July 2005 B class shares 31 July 2005 31 July 2004 Opening balance - 68,700 Issue of B Class shares under pre-listing employee ownership plans - 2,161 Conversion to ordinary shares pre-listing - (70,861) Closing balance - - C class shares 31 July 2005 31 July 2004 Opening balance - 47,350 Issue of C Class shares under pre-listing employee ownership plans - 63,008 Conversion to ordinary shares pre-listing - (110,358) 31 July 2005 31 July 2004 Total shares on issue 166,513,00 166,513,000 employee share ownership scheme – DF7 scheme Prior to listing in 2004 the Company established an employee share ownership scheme under DF7 of the Income Tax Act 1994. Under the Scheme the Company issued 2,000,000 shares (1.2% of total ordinary shares) to the Scheme’s trustee, Pumpkin Patch Nominees Limited, to be held on behalf of employees who elect to participate in the Scheme. During the period 522,690 shares were offered to New Zealand employees under the DF7 Scheme at $0.94 per share, being 25% less than the final listing price of $1.25. The value of shares offered was limited to a maximum of $2,340 per employee. The qualifying period between grant and vesting dates is 3 years. Dividends paid during the qualifying period on shares allocated to employees are paid to the employees. Voting rights on shares not allocated under the Scheme are exercisable by the trustees. The shares are allocated under the condition that should the employee leave the Company before the qualifying period ends, their shares will be repurchased by the Scheme at the lesser of market value and the price at which the shares were originally allocated to the employees, subject to the repayment of the original loan. Any such shares are reallocated to other employees by the Scheme. During the period 17,423 shares were repurchased by the Scheme as a result of employees ceasing employment with the Company. The Company, prior to listing, gave the Trustee an interest free loan to enable it to purchase the shares issued to it for this Scheme. The Company has agreed that the Trustee is, in turn, entitled to novate a portion of that loan to individual employees to assist them to purchase shares under the Scheme. As at 31 July 2005 the balance of this loan outstanding was $1,740,326 (2004: $1,875,000). The Company intends to implement similar schemes for its employees in the United Kingdom and in Australia in 2006. The Company believes the 1,494,733 shares held by the Trustee but unallocated as at 31 July 2005 will be sufficient to provide for the estimated number of United Kingdom and Australian employees likely to elect to join the schemes. 35
Page 1 and 2: annual report 2005
Page 4 and 5: contents performance highlights 1 f
Page 6 and 7: financial highlights Year ended 31
Page 8 and 9: id culture
Page 10 and 11: id culture managing director’s re
Page 12 and 13: id culture United Kingdom retail 20
Page 14 and 15: ur team spirit! directors Greg Muir
Page 16 and 17: ur team spirit! senior management t
Page 19 and 20: corporate governance The Board of D
Page 21: external auditor independence To en
Page 24 and 25: directors shareholdings 31 July 200
Page 27 and 28: Pumpkin Patch Limited & Subsidiarie
Page 37: Pumpkin Patch Limited & Subsidiarie
Page 56 and 57: shareholder information for the yea
Page 59 and 60: corporate directory registered offi

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