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23 / 104

Shares

%

Shares

%

Shares

%

48,780,000

36.3

48,780,000

29.3

24,390,000

14.6

24,000,000

17.8

24,000,000

14.4

12,000,000

7.2

20,037,200

14.9

20,037,200

12.0

7,400,000

4.4

13,400,000

10.0

13,400,000

8.0

13,400,000

8.0

10,400,000

7.7

10,400,000

6.2

10,400,000

6.2

1,200,000

0.9

1,200,000

0.7

1,200,000

0.7

1,111,100

0.8

1,111,100

0.7

1,111,100

0.7

13,584,700

10.1

13,584,700

8.2

13,584,700

8.2

2,000,000

1.5

2,000,000

1.2

2,000,000

1.2

N/a

N/a

32,000,000

19.2

81,027,200

48.7

134,513,000

100.00%

166,513,000

100.00%

166,513,000

100.00%

shareholding structure

On the Allocation and Allotment Date following the issue of new Shares under the Share Offer (assuming that all 81,027,200 new Shares are subscribed for and all proposed share repurchases from Selling Shareholders have occurred) Pumpkin Patch will have 166,513,000 Shares on issue. Of these Shares, approximately 42% will be owned by the existing Shareholders, approximately 9% will be owned by (or held on behalf of or for allocation to) management and other employees of the Company and 49% will be owned by institutional investors and members of the public.

The following table provides a summary of the shareholdings in the Company prior to the Share Offer and approximates what the register of the Company may look like after the Share Offer.

Feruza Trust

Quadrant Capital Fund

Simdec Trust

Kezza Family Trust

The Opito Family Trust

Punchestown Family Trust

Muir Trust

Shares Issued Under Employee Share Schemes

DF7 Scheme Trustee

Institutions and retail investors

Total

Post-listing (assuming 81,027,200 Shares are subscribed for and all proposed share repurchases have occurred)

Immediately prior to listing

Post-listing (assuming 32,000,000 Shares are subscribed for)

Notes:

  • 1.

    If between 32,000,000 and 81,027,200 Shares are subscribed for, the Company will repurchase between 28,770,400 and 49,027,200 Shares from the Selling Shareholders. If fewer than 60,770,400 Shares are subscribed for, the Company may, in its discretion, refund any subscription proceeds in excess of $40 million and no part of the subscriptions received will be used to repurchase Shares.

  • 2.

    All of the shares in the Company on issue as at the date of this Investment Statement are fully paid, except some Shares issued under employee share schemes, which will be fully paid upon listing. Immediately following listing and the repurchase (assuming full subscription) an additional $42.2 million will be credited as paid up in respect of new Shares (assuming an issue price of $1.32 per Share).

  • 3.

    The Feruza Trust is associated with interests of Setar Motani.

  • 4.

    The Simdec Trust is associated with interests of Stephen Sher.

  • 5.

    The Kezza Family Trust is associated with interests of Managing

Director, Maurice Prendergast.

  • 6.

    The Opito Family Trust and the Punchestown Family Trust are associated with the interests of Sally Synnott.

  • 7.

    The Muir Trust is associated with interests of Executive Chairman, Greg Muir.

8. Shares held under the current employee share schemes are held by trustees on behalf of a number of employees of the Company.

These are currently B Class and C Class shares (which do not confer voting rights) which will convert to fully paid ordinary shares (all ranking equally for dividends and voting rights) immediately prior to listing. 3,795,467 will be retained by the trustees and will be progressively released over three years to the individual employees. The remainder will be released to the employees on whose behalf they are held. Certain of the Directors currently, and will upon listing, hold Shares under the employee share schemes.

  • 9.

    Post-listing (on at or about 9 June 2004), the Company will have on issue up to 2,274,000 Options, which may convert into 2,274,000 Shares in the Company no earlier than 9 June 2007. On the basis of the post listing shareholdings set out above and assuming all Options convert into Shares, this would represent 1.35% of the Company.

  • 10.

    Prior to listing, certain share transfers have occurred between the shareholders. The Simdec Trust has received 700,000 Shares from the Opito Family Trust and 4,537,200 Shares from the trustees of the employee share schemes (3 million of which were transferred for and on behalf of Maurice Pendergast and 1,537,200 of which were transferred for and on behalf of Chrissy Conyngham). The Simdec Trust is obliged to pay an amount for those shares equal to the repurchase price per share it receives under the Repurchase Agreements described on page 81-82.

11. As at January 2004, the Company had 1,282,911 shares on issue (as described on page 56). Since then, the Company has carried out a 100:1 share split, issued an aggregate of 3,110,800 B and C Class shares to the trustees of the employee share schemes, issued 2,000,000 A Class shares to the trustees of the DF7 scheme and issued 1,111,100 A Class shares to the Muir Trust, bringing the total number of shares issued (as at 14 May 2004) to 134,513,000.

21

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