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11. Acquisition of Business or Subsidiary

On 3 May 2004 the Company acquired, from Hallensteins Bros Limited, the business known as “HBK Girl” and associated assets. The consideration paid for that acquisition was not more than one-fifth of the amount of the total tangible assets in the statement of financial position as at 31 July 2003 appearing on page 46.

N o o t h e r b u s i n e s s , s u b s i d i a r y o r b o d y c o r p o r a t e h a s b e e n a c q u i r e d b y t h e C o m p a n y f r o m a n y p e r s o n a t a n y

time in the period of two years immediately preceding the date of registration of this Prospectus, where the

consideration paid or payable for that acquisition was more than one-fifth of the amount of the total tangible assets of the Company as at 31 July 2003.

12. Securities Paid Up Otherwise than in Cash

Prior to the date of this Prospectus the Company has undertaken a share sub-division in respect of every share on issue in the Company prior to that sub-division. Each such share was sub-divided into 100 shares, for no additional consideration. No other equity or participatory securities have been, within the five years preceding the date of this Prospectus, issued or allotted, or subscribed for and are to be so allotted, as fully or partly paid up otherwise than in cash.

13. Options to Subscribe for Securities of Issuing Group

The Option Offer is an offer of Options to acquire Shares upon the terms and conditions described on pages 93 to 98. Subject to those terms and conditions each Option entitles the Option Holder upon exercise to acquire one Share ranking equally in all respects with all other Shares on issue at the date on which the Option is exercised, except for any dividend in respect of which the Record Date occurred prior to that date.

No consideration is payable for the Options but an Exercise Price will apply for Option Holders wishing to exercise their Options. The Exercise Price will be equivalent to the Final Price per Share for investors other than institutional and professional investors as determined pursuant to the Share Offer.

The Options can only be exercised within the Exercise Period (commencing on 9 June 2007 and ending on 9 June 2009) (although the Company may permit earlier exercise in certain extraordinary circumstances). The Options will lapse if they are not exercised by the end of the Exercise Period.

All Options will be granted to persons who are employees or Directors of Pumpkin Patch or its Subsidiaries. The total number of Shares under option will be 2,274,000, of which:

  • 1,415,000 will be granted to Principal Officers of Pumpkin Patch or its subsidiaries; and

  • 859,000 will be granted to other employees (i.e. excluding the Principal Officers of Pumpkin Patch or its

subsidiaries, who are also employees).

14. Appointment and Retirement of Directors

No Director has been appointed in a manner that is materially different from that specified in sections 153 and 155 of the Companies Act 1993.

There are no rules in the Constitution relating to the retirement age of Directors.

No person (other than the members of the Company in general meeting or Directors acting as a Board) has the right to appoint a Director or Directors. Directors have the power to appoint alternate directors under the Constitution, subject to approval by a majority of the other Directors. No alternate directors have been appointed as at the date of this Prospectus.


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