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annual report 2005 - Pumpkin Patch investor relations

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<strong>Pumpkin</strong> <strong>Patch</strong> Limited & Subsidiaries notes to and forming part of the financial statements<br />

for the 12 months ended 31 July <strong>2005</strong><br />

employee share option plan<br />

Prior to listing in 2004 the Company established a Share Option Plan for selected senior employees, including<br />

Executive Directors, under the following terms:<br />

• One option entitles the employee to purchase one ordinary share in the Company<br />

• The exercise price of the 2004 options issued was the price per share paid by <strong>investor</strong>s upon initial listing on<br />

9 June 2004, being $1.25. In the case of the <strong>2005</strong> options the exercise price of $2.75 was the volume weighted<br />

average selling price of the Company’s shares traded on the New Zealand Stock Exchange during the 10 working<br />

days prior to issue date, being 9 June <strong>2005</strong>.<br />

• Options can only be exercised:<br />

- in the exercise period commencing three years after issue date and ending 5 years after issue date or in other<br />

extraordinary circumstances, for example if a person or group of associated persons acquire an interest in at least<br />

50% of the total voting rights in the Company, and<br />

- if, on the day of exercise, the market price of the ordinary shares is equal to or greater than the benchmark price.<br />

• The benchmark price is calculated by taking the exercise price and adjusting for the required weighted average cost<br />

of capital, as determined by independent advisors, and expected <strong>annual</strong> dividends over the period from the issue<br />

date to the commencement of the exercise period.<br />

• Options will lapse if not exercised within the exercise period.<br />

In the current period 2,427,000 (2004: 2,274,000) options were granted under the Share Option Plan<br />

Options:<br />

Number Issued<br />

Exercise<br />

Price<br />

Exercise<br />

Period Starts<br />

Exercise<br />

Period Ends<br />

Options issued in June 2004 2,274,000 $1.25<br />

Opening balance 2,274,000<br />

Options issued in June <strong>2005</strong> 2,427,000 $2.75<br />

Closing balance 4,701,000<br />

9 June<br />

2007<br />

9 June<br />

2008<br />

9 June<br />

2009<br />

9 June<br />

2010<br />

Under the Scheme Executive Directors were issued with the following options: Chrissy Conyngham 290,000, Greg Muir 150,000, and Maurice Prendergast<br />

150,000.<br />

The value of these options was independently assessed using a binominal option pricing model and was at the time of issue: Chrissy Conyngham $176,610;<br />

Greg Muir $91,350; Maurice Prendergast $91,350, and $1,118,733 for all other employees. No compensation expense is recognised in the statements of<br />

financial performance.<br />

5. treasury stock<br />

1,494,733 shares (2004: 2,000,000) have been issued under the DF7 Scheme but at balance date have not been<br />

allocated to employees. The shares are held in trust by <strong>Pumpkin</strong> <strong>Patch</strong> Nominees Limited. The terms of the Trust Deed<br />

between the Company and the Trustee gives the Company the right to appoint trustees and to benefit from any surplus<br />

funds held by the Trust.<br />

Therefore the Company has consolidated the DF7 Scheme as an in substance subsidiary and as such has recognised<br />

unallocated DF7 Scheme shares as Treasury Stock.<br />

36<br />

The value of balance of Treasury Stock as at 31 July <strong>2005</strong> is $1,401,312 (2004: $1,875,000).

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