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This Offer is not underwritten.


It is intended that if:

  • All 81,027,200 Shares offered by the Company are subscribed for, the Company will repurchase and cancel 49,027,200 Shares of the Selling Shareholders;

  • 60,770,399 Shares or fewer are subscribed for, the Company will not repurchase any Shares from the Selling Shareholders and may, in its discretion, refund any subscription proceeds received in excess of $40 million; and

  • More than 60,770,399 Shares, but less than 81,027,200 Shares are subscribed for, the Company will repurchase and cancel between 28,770,400 and 49,027,200 Shares from the Selling Shareholders. Details of the Repurchase Agreements are set out on page 81.

Stock Exchange Listing

Application has been made to NZX for permission to list the Shares. All requirements of the NZX relating to listing the Shares that can be complied with on or before the date of this Prospectus have been duly complied with. However, the NZX accepts no responsibility for any statement in this Prospectus.

New Zealand and Australian Institutional Only Share Offer

The Share Offer described in this section is an offer only to New Zealand resident investors, and eligible Australian institutional and professional investors invited to participate in the book build process. This Prospectus is only intended for use in connection with these offers and the Option Offer, and is not to be sent or given to any person outside New Zealand or Australia in any circumstances in which the Share Offer or use of the Prospectus would be unlawful.

Use of Proceeds of Share Offer

The subscription proceeds from the issue of Shares under the Share Offer are intended to be used by Pumpkin Patch to fund:

  • Continued development and store rollout in New Zealand and Australia;

  • Expansion of overseas third party retailing through department stores in the United States;

  • Extension of existing operations in Europe and the Middle East;

  • The retirement of up to $13.1 million of existing debt facilities; and

  • The repurchase of Shares from the Selling Shareholders in accordance with the Repurchase Agreements

described on pages 81 and 82.

Although it is intended that these proceeds will be used as set out above, they may be applied to any

undertaking in which Pumpkin Patch may lawfully engage.

Based upon the Indicative Price Range for the book build the subscription proceeds will total $97.2 million (at a Final Price of $1.20 per share), or $113.4 million (at a Final Price of $1.40 per Share) assuming all 81,027,200 Shares are subscribed for.


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