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If:

  • all 81,027,200 of the Shares offered by Pumpkin Patch pursuant to the Share Offer are subscribed for the Company will (subject to the conditions set out below) repurchase and cancel the maximum number of Shares from the Selling Shareholders as set out in the table on page 81;

  • 60,770,399 or fewer of the Shares offered pursuant to the Share Offer are subscribed for no Shares held by the Selling Shareholders will be repurchased and the Company may, in its discretion, refund any subscription proceeds received in excess of $40 million; and

  • more than 60,770,399 but fewer than 81,027,200 of the Shares offered pursuant to the Share Offer are subscribed for then the Company will (subject to the conditions set out below) repurchase and cancel between the minimum and the maximum number of Shares from the Selling Shareholders as set out in the table on page 81.

The agreement to repurchase Shares from the Selling Shareholders is conditional upon successful completion of the Share Offer and allotment of Shares to investors. The Shares will be repurchased and cancelled effective immediately upon the allotment of Shares under the Share Offer.The consideration for each Share repurchased will be the subscription proceeds of the Share Offer after deducting certain expenses associated with the Share Offer and the Option Offer, divided by the total number of Shares issued pursuant to the Share Offer. This consideration will be paid to the Selling Shareholders immediately following allotment of the Shares under the Share Offer, registration of the transfer of the Selling Shareholders’ shares to Pumpkin Patch and cancellation of

those Shares.

Prior to listing, certain transfers of shares 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 Prendergast and 1,537,200 of which were transferred for and on behalf of Chrissy Conyngham). The Simdec Trust will be obliged to pay an amount for those shares equal to the repurchase price per share it will receive under the Repurchase Agreements.

T o g i v e e f f e c t t o t h e r e p u r c h a s e o f s h a r e s f r o m t h e S e l l i n g S h a r e h o l d e r s , P u m p k i n P a t c h w i l l s e c u r e t h e a p p r o v a l of all Entitled Persons (as that term is defined in the Companies Act 1993) to:

  • repurchase shares from the Selling Shareholders pursuant to section 107(1)(c) of the Companies Act 1993;

and

  • repurchase shares from Wynyard Wood Trustee Services Limited and Nigel P Smith as trustees of the Simdec Trust (as one of the Selling Shareholders) notwithstanding that Maurice Prendergast, Chrissy Conyngham and Sally Synnott are Directors, have relevant interests in such repurchase for the purposes of sections 140 and 141 of the Companies Act 1993) pursuant to section 107(3) of that Act.

The Share Application Form is expressly stated to constitute an irrevocable and binding agreement on the part of each applicant under the Share Offer to approve the repurchase of shares from the Selling Shareholders for the purposes of sections 107(1)(c) and 107(3) of the Companies Act 1993.

As a further prerequisite to the repurchase, the Directors must be satisfied on reasonable grounds that Pumpkin

Patch will, immediately after the repurchase, satisfy the solvency test prescribed by the Companies Act 1993

and, pursuant to section 108(2) of that Act, sign a certificate to that effect.

Securities Act Exemptions

Pumpkin Patch has applied for and has been granted exemptions from Regulation 12(1)(a) of the Securities Regulations 1983 and from clauses 1(4), 8(5), 13(a)(iii) and 10(1)(c) of the First Schedule to those Regulations.

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