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Exercise Period, and the Market Price at Exercise Date must exceed the Benchmark Price (as defined in the glossary) set by Pumpkin Patch. This performance benchmark has been determined by the Company in order to encourage Eligible Senior Managers to add to shareholder value and will be calculated taking into account the return investors require given the risk associated with an equity investment in the Company less the expected returns from dividends. The conditions are set out in full on pages 93 to 98.

Option Holders may exercise their Options by giving a written notice to Pumpkin Patch detailing the Options to be exercised. This notice must be accompanied by:

  • a cheque made payable to Pumpkin Patch in payment of the Exercise Price for the Options exercised under that notice (unless the Option Holder has made prior arrangements with Pumpkin Patch for alternative means of payment); and

  • the Option Certificate issued in respect of the Options.

Option Holders may exercise either all or part of their Options but the minimum number of Options that may be exercised on any one occasion is the lesser of 1,000 Options or the balance of Options then remaining (where an Option Holder exercises only some of their Options, Pumpkin Patch will issue a new Option Certificate for the balance of Options remaining).

Minimum Application Applications must be for the total number of Options offered to the selected Senior Manager.

Allocation of Shares

Each Option will, upon exercise, convert into one Share ranking equally in all respects with all other Shares on issue at the date on which it is exercised, except for any dividend in respect of which the Record Date occurred prior to the date of exercise. Pumpkin Patch will issue, transfer or procure the transfer of the appropriate number of Shares to the Option Holder within 5 Business Days of receiving payment of the relevant Exercise Price.


Pumpkin Patch does not intend to list the Options on the NZX. 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-Only Option Offer

The Option Offer described in this section is an offer to Eligible Senior Managers in New Zealand and Australia. This Prospectus is intended for use only in connection with the Option Offer in New Zealand and Australia and is not to be sent or given to any person outside New Zealand or Australia in any circumstances in which the Offer or use of this Prospectus would be unlawful. This Prospectus will be distributed to Eligible Senior Managers in Australia together with a separate document containing additional disclosures as required by Australian law.

Notwithstanding this, the Company intends to make offers of Options to certain Eligible Senior Managers as generally specified in section “Offer Description” above who reside in other countries, predominantly the United Kingdom.

Use of Proceeds of Option Offer

Pumpkin Patch will not receive any proceeds from the allotment of the Options under the Option Offer but will receive proceeds from the issue of Shares upon exercise of the Options. It is intended that these proceeds will be used for general business purposes of Pumpkin Patch, however they may be made be applied to any undertaking in which Pumpkin Patch may lawfully engage.


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