prospectus for - Pumpkin Patch investor relations

the offeringThis Prospectus relates to an offer of Shares and an offer of Options. Public investors are not being offeredOptions. Options are only being offered to certain Senior Managers.Share OfferOffer DescriptionPumpkin Patch is offering for issue up to 81,027,200 new ordinary fully paid shares (“Shares”) in PumpkinPatch Limited.Pumpkin Patch has entered into conditional repurchase agreements (“Repurchase Agreements”) with someof its existing shareholders (“Selling Shareholders”) to repurchase and cancel between 28,770,400 and49,027,200 Shares currently held by those shareholders. Some of the proceeds of the Share Offer may be paidto the Selling Shareholders (as the purchase price) on repurchase and cancellation of those Shares. Furtherdetails are contained on pages 81 and 82 of this Prospectus.Any residual shares not repurchased by the Company and held by shareholders, other than employees ortrustees of employee share schemes, will be the subject of arrangements placing restrictions on theirtransferability for a period of 12 months from 9 June 2004. Those arrangements are more fully described atpage 83 of this Prospectus.The Shares are not guaranteed by any person.PricingThe price per Share will be set via a book build process involving institutional and professional investors. AnIndicative Price Range of $1.20 to $1.40 per Share has been set to assist institutional investors in the biddingprocess. When the book build process is complete a Final Price will be set. The Final Price for institutional andprofessional investors participating in the book build may exceed $1.40, but the Final Price set for other investorswill be capped at $1.40.The value of Shares applied for by investors under firm allocation will be divided by the applicable Final Price tocalculate the number of Shares they will be allocated.The number of Shares allocated to an investor will be roundeddown to the nearest whole Share, and no refund will be given for any difference resulting solely from rounding.The Company, in association with the Lead Manager, will set the Final Price(s) before noon on 8 June 2004following the completion of the book build process described in the section “Book Build Process”. As referredto above, for institutional and professional investors participating in the book build process, the Companyreserves the right to set the Final Price outside the Indicative Price Range. All Shares allocated under the ShareOffer will be sold or issued at the relevant Final Price. All applications for Shares under the Share Offer should bemade on a dollar value basis.The Final Price will be set and notified before noon on Tuesday 8 June 2004. The Final Price will be:• Announced to the New Zealand Exchange (“NZX”); and• Available from any Primary Market Participant.Share AllocationThere is no public pool. No over-subscriptions will be accepted.Approximately $60 million of Shares have been reserved for firm allocation to clients of selected Primary MarketParticipants.Institutional and professional investors will have the opportunity to submit bids in accordance with book buildprocedures set out by the Lead Manager.15