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NOTES

  • 1.

    The numbers of shares stated in this column include the result of a 100:1 share split carried out prior to listing. Note however that the numbers stated do not include any Options to be allocated as part of the Option Offer.

  • 2.

    As at the date of this Prospectus, all of the shares in Pumpkin Patch (except those held by the trustees of the various Pumpkin Patch employee share schemes which are a combination of Class B and Class C shares) are designated as Class A shares and confer full dividend and voting rights on the holders. Class B and Class C shares typically do not confer voting rights and contain restrictions on their transferability and, in addition, the Class C shares do not confer dividend rights. Immediately prior to listing, however, all Pumpkin Patch shares will be re-classified as ordinary shares ranking equally with respect to dividends and voting rights.

  • 3.

    The Company proposes, immediately after listing, to repurchase certain shares from the Selling Shareholders. Post-listing, the numbers of shares held by each Selling Shareholder will depend on the level of shares repurchased from them by Pumpkin Patch which, in turn, will depend on the level of subscriptions received under the Share Offer (see pages 81 and 82). Prior to listing, certain share transfers will have occurred between 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 Prendergast 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 these shares equivalent to the repurchase price per share it will receive under the Repurchase Agreements (see pages 81 and 82).

  • 4.

    Pumpkin Patch has issued 2,000,000 Shares to Pumpkin Patch Nominees Limited in its capacity as trustee of the DF7 Scheme.

As required by Listing Rule 7.1.15, Pumpkin Patch has, not earlier than two months prior to the date of this

Prospectus, made a written request pursuant to sections 28 and 29 of the Securities Markets Act 1988 (as though Pumpkin Patch was listed) requiring all registered and other holders of relevant interests (as defined in that Act) of 5% or more of voting securities in Pumpkin Patch to provide disclosure of:

  • any relevant interest;

  • the nature of that relevant interest; and

  • where the relevant interest is beneficial ownership, the consideration and other terms and conditions of any

transaction under which that interest was acquired before the date of this Prospectus.

No person who received a request for disclosure has failed to provide the information requested.

The following table shows, as at 7 April 2004, the holders of relevant interests of 5% or more of the voting securities in Pumpkin Patch and the nature of their relevant interests, and where the relevant interest is beneficial ownership that was acquired within 2 years prior to 7 April 2004, the consideration and other terms and conditions of transaction(s) relating to such beneficial ownership.

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