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20. Restrictions on the Issuing Group

It is intended that Pumpkin Patch and its Subsidiaries will obtain secured debt funding on new terms prior to the Closing Date, and it currently has secured debt funding in place. The secured debt funding (both existing and new) will be on terms which contain the usual financial covenants as to debt/equity levels and restrictions on additional borrowings and on pledging any assets as security for additional borrowing without approval. Other than those, there are no restrictions on Pumpkin Patch or its Subsidiaries from making a distribution, or borrowing, the restrictions that result from any undertaking to them, or contract or deed entered into, by Pumpkin Patch or its Subsidiaries.

21. Other Terms of Offer and Securities

All other terms of the Share Offer and all the terms of the Shares being offered are set out in this Prospectus except for those implied by law or set out in a document that is registered with a public official and is available for public inspection and is referred to in this Prospectus.

The full terms and conditions relating to the Option Offer are set out at pages 93 to 98.

22-38. Financial Statements

The information required by clauses 22 to 38 (inclusive) of the First Schedule to the Securities Regulations 1978 (for the seven month period ending 31 July 2003 (and for the six month period ending 31 January 2004)) is contained in section “Group Financial Statements”.

39. Places of Inspection of Documents

The Constitution of the Company and the material contracts referred to in paragraph 17 of this Statutory Information section are available for public inspection either on the Companies Office electronic register at www.companies.govt.nz or at the registered office of the Company (without payment of any fee) until the d a t e o n w h i c h t h e S h a r e O f f e r c l o s e s ( a t t h e o f f i c e s o f P u m p k i n P a t c h L i m i t e d , 4 3 9 E a s t T a m a k i R o a d , E a s t

Tamaki, Auckland). The Companies Office may charge a fee for inspection of certain documents.

40. Other Material Matters

Share Repurchase

Pumpkin Patch has entered into Repurchase Agreements under which it has conditionally agreed to repurchase between 28,770,400 and 49,027,200 shares from the Selling Shareholders (free of all liens, charges, mortgages, encumbrances and security interests of any kind) set out below:

Minimum Number

Maximum Number

of Shares to be

of Shares to be

Repurchased

Repurchased

14,312,669

24,390,000

28,770,400

49,027,200

Perpetual Trustees Limited as Trustee of Quadrant Trust

7,041,903

12,000,000

Wynyard Wood Trustee Services and Nigel Philip Smith as Trustees of the Simdec Trust

7,415,828

12,637,200

Selling Shareholder

Wynyard Wood Trustee Services and Nigel Philip Smith as Trustees of the Feruza Trust

Total

81

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