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the offering

This Prospectus relates to an offer of Shares and an offer of Options. Public investors are not being offered Options. Options are only being offered to certain Senior Managers.

Share Offer

Offer Description

Pumpkin Patch is offering for issue up to 81,027,200 new ordinary fully paid shares (“Shares”) in Pumpkin

Patch Limited.

Pumpkin Patch has entered into conditional repurchase agreements (“Repurchase Agreements”) with some of its existing shareholders (“Selling Shareholders”) to repurchase and cancel between 28,770,400 and

49,027,200 Shares currently held by those shareholders. Some of the proceeds of the Share Offer may be paid

to the Selling Shareholders (as the purchase price) on repurchase and cancellation of those Shares. Further details 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 or

trustees of employee share schemes, will be the subject of arrangements placing restrictions on their

transferability for a period of 12 months from 9 June 2004. Those arrangements are more fully described at page 83 of this Prospectus.

The Shares are not guaranteed by any person.

Pricing

The price per Share will be set via a book build process involving institutional and professional investors. An Indicative Price Range of $1.20 to $1.40 per Share has been set to assist institutional investors in the bidding process. When the book build process is complete a Final Price will be set. The Final Price for institutional and professional investors participating in the book build may exceed $1.40, but the Final Price set for other investors will be capped at $1.40.

The value of Shares applied for by investors under firm allocation will be divided by the applicable Final Price to calculate the number of Shares they will be allocated.The number of Shares allocated to an investor will be rounded down 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 2004 following the completion of the book build process described in the section “Book Build Process”. As referred to above, for institutional and professional investors participating in the book build process, the Company reserves the right to set the Final Price outside the Indicative Price Range. All Shares allocated under the Share Offer will be sold or issued at the relevant Final Price. All applications for Shares under the Share Offer should be made 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 Allocation

There 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 Market

Participants.

Institutional and professional investors will have the opportunity to submit bids in accordance with book build procedures set out by the Lead Manager.

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