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  • Adam Lindsay Gordon Ryall, Judith Mabel Ryall and Stanley Alexander Carwardine as trustees of the Punchestown Family Trust;

  • Mark Joseph Synnott, Sally Rene Synnott and the Gale Trustee Company Limited as trustees of The Opito Family Trust; and

  • Gregory John Muir, Debra Jane Muir and Geoffrey Alistair Lawrie as trustees of the Muir Trust;

have entered into a deed in favour of the Lead Manager, whereby those shareholders have agreed that, for a minimum period of 12 months from the date on which Pumpkin Patch is quoted on the NZX, they will not:

  • Dispose of, or agree or offer to dispose of, Shares they hold;

  • Create, or agree or offer to create, any security interest (including the sale or purchase of options or similar

financial instruments) in their Shares; and/or

  • Do, or omit to do, any act or omission which would have the effect of transferring effective ownership or

control of their Shares.

If the shareholder takes any of the steps set out above:

  • Pumpkin Patch will take such reasonable steps that are within its control to give effect to the terms of the deed or to rectify the matter giving rise to the breach;

  • Pumpkin Patch will (to the extent reasonably permitted by law) refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or conversion of any of the relevant Shares;

  • Pumpkin Patch will, for as long as the breach continues, not pay any dividends or distributions to any person in respect of the relevant shares and will not count any votes cast in respect of those Shares, in any shareholder resolution; and

  • The relevant shareholder acknowledges that it will cease to be entitled to any dividends, distributions or voting rights in respect of its Shares while the breach continues.

Employee Share Scheme Restructuring

The Company has established a number of employee share schemes which have allowed employees (including executive Directors) to purchase shares in the Company.The Company has committed to restructure these schemes, such restructuring taking effect prior to or upon the allotment of Shares under the Share Offer. The effect of the restructuring will be:

  • All shares allocated under these schemes prior to listing will be fully paid, and the Company will have provided interest free loans in aggregate of $7,202,861 to pay for any shares under these schemes not already purchased by the relevant employee in cash;

  • All shares allocated under these schemes will be ordinary fully paid shares in Pumpkin Patch, ranking equally in all respects with all other shares;

  • Pumpkin Patch must pay grossed up bonuses to employees (in some cases over three years, and in some cases payable immediately) to enable the employees (including executive Directors) to fully or substantially discharge the amount of these loans and the full cost of this has been fully provided for in the 31 July 2004 forecast financial information.

  • Approximately one third of each employee’s shares issued under the employee share schemes will be held by a trustee as security for the payment of the loans owing to the Company, and will typically be released progressively over three years to employees as their loans are progressively discharged. Different arrangements are in place for the executive Directors, Maurice Prendergast, Greg Muir and Chrissy Conyngham. Greg Muir will have 512,000 Shares held in escrow and progressively released over three years. Maurice Prendergast will procure the provision to the trustees of the scheme of 1,500,000 Shares which will be held (by way of security) and progressively released over three years. Chrissy Conyngham will have 570,000 Shares held in escrow and progressively released over three years.

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