12.07.2015 Views

prospectus for - Pumpkin Patch investor relations

prospectus for - Pumpkin Patch investor relations

prospectus for - Pumpkin Patch investor relations

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15. Directors’ InterestsMaurice Prendergast, Greg Muir and Chrissy Conyngham are employed by <strong>Pumpkin</strong> <strong>Patch</strong> as ManagingDirector, Executive Chairman and Director of Design and Marketing respectively. Maurice, Greg and Chrissyprovide executive and management services to <strong>Pumpkin</strong> <strong>Patch</strong> and Chrissy additionally provides fashiondesign services. Each is entitled to salary and other remuneration and benefits in respect of their employmentby <strong>Pumpkin</strong> <strong>Patch</strong>. Each are also entitled to termination of their employment by not more than 12 monthsnotice (and the Company may make a payment in lieu of notice) and, in the case of redundancy, each areentitled to a further payment of 6 months total remuneration. No other compensation on termination ispayable. Each of Maurice, Greg and Chrissy will be offered Options pursuant to the Option Offer (870,000Options, in aggregate) and will be entitled to participate in the DF7 Scheme as set out on page 85.The Company has granted indemnities, to the fullest extent permitted by the Companies Act 1993, in favour ofeach of its Directors. The Company also maintains insurance <strong>for</strong> its Directors and officers to support suchindemnities to the extent permitted by the Companies Act 1993.Directors are entitled to be paid reasonable travelling, accommodation and other expenses incurred in thecourse of per<strong>for</strong>ming duties or exercising powers as Directors.No material transaction has been entered into in the five years preceding the date of this Prospectus or is tobe entered into between <strong>Pumpkin</strong> <strong>Patch</strong> and any of its Directors or between any of the persons specified inparagraph 15 of the First Schedule to the Securities Regulations Act 1983.16. Promoters’ InterestsThere are no promoters of the Shares or the Options the subject of the offers set out in this Prospectus, otherthan the Company as the issuer of the Shares and the Options.17. Material Contracts<strong>Pumpkin</strong> <strong>Patch</strong> has entered into the Repurchase Agreements with the Selling Shareholders. The terms of theseagreements are as described on pages 81 and 82.There are no other material contracts (other than contracts in the ordinary course of business) which havebeen entered into by the Company or any of its Subsidiaries at any time in the last two years preceding thedate of registration of this Prospectus.18. Pending ProceedingsThere are no legal proceedings or arbitration pending at the date of the registration of this Prospectus that mayhave a material adverse effect on the Company or its Subsidiaries.19. Preliminary and Issuing ExpensesIssue expenses, including lead management fees, legal and accounting fees, advertising, printing and othercosts incurred by the Company in making the Share Offer and the Option Offer are estimated at $2,700,000, ofwhich approximately $1,335,000 is to be paid by the Company and the remainder to be paid by or on behalfof the Selling Shareholders. The lead management fees include brokerage fees (payable by the LeadManager) of 1.75% of the subscription price <strong>for</strong> Shares issued under firm allocation to retail <strong>investor</strong>s and 1% ofthe subscription price <strong>for</strong> Shares issued to institutional <strong>investor</strong>s.80

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