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Regulation 12

The Securities Commission has granted an exemption from Regulation 12(1)(a) of the Securities Regulations 1983 to allow Pumpkin Patch to include in the Investment Statement summary historical financial statements showing the amount of total assets held by Pumpkin Patch divided into current and fixed assets.

Clauses 1(4) and 13(a)(iii) of Schedule 1

The Securities Commission has granted an exemption from Clauses 1(4) and 13(a)(iii) of Schedule 1 to the Securities Regulations 1983.

The exemptions from clause 1(4) and 13(a)(iii) are necessary as Pumpkin Patch is using a book build process to determine the Final Price for Shares and is using that Final Price as the Exercise Price for Options, rather than specifying a fixed dollar value for the subscription price for the Shares and the Exercise Price of the Options issued pursuant to the Share Offer and the Option Offer respectively. This Prospectus instead: states the Indicative Price Range and the Company's right to fix the Final Price outside the Indicative Price Range; describes how investors can ascertain the Final Price, the procedures for holding subscription moneys, how over-subscriptions will be treated and the procedure for making refunds; that the Company has applied to the NZX for permission to list the Shares.

Clause 8(5) of Schedule 1

The Securities Commission has granted an exemption from clause 8(5) of Schedule 1 to the Securities Regulations 1983. This exempts Pumpkin Patch from the necessity to provide historical summary financial statements of the net tangible asset backing per Share calculated on the basis that the subscription money has been received. Given that the Final Price of the Shares will not be determined before the date of this Prospectus, it is not possible to comply with Clause 8(5).This Prospectus instead shows the information required by clause 8(5) calculated as if the number of Shares on which the assumptions are based are calculated by reference to the maximum number of specified securities that would be allotted if the subscription price of the Shares was at the high point, at the mid point and at the low point of the indicative price range stated in the Prospectus.

Clause 10(1)(c) of Schedule 1

The Securities Commission has granted an exemption from Clause 10(1)(c) of Schedule 1.This exempts Pumpkin Patch from the necessity to provide a prospective statement of cash flows expected during the year commencing on the date the Prospectus is delivered to the Registrar of Companies in registrable form.

This Prospectus instead contains consolidated prospective statements of cashflows for Pumpkin Patch and its subsidiaries in each of the following periods:

  • the period of 12 months commencing on 1 August 2003 and ending on the close of 31 July 2004; and

  • the period of 12 months commencing on 1 August 2004 and ending on the close of 31 July 2005.

The financial statements for Pumpkin Patch for the 12 month periods commencing on 1 August 2003 and 1 August 2004 will include a comparison of the actual cashflows for the same periods as stated in the Prospectus, in the manner required under paragraph 5.4 of the Financial Reporting Standard No. 9 (as if those statements were required to comply with that standard).

Standstill Agreements

Pumpkin Patch and the following shareholders:

  • Perpetual Trustee Limited as trustee of the Quadrant Trust;

  • Wynyard Wood Trustee Services Limited and Nigel Philip Smith as trustees of the Simdec Trust;

  • Wynyard Wood Trustee Services Limited and Nigel Philip Smith as trustees of the Feruza Trust;

  • Maurice John Prendergast, Kerry Donna Prendergast and Stuart Gavin Callender as trustees of the Kezza

Family Trust;

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