Marlin Global Annual Report and Section 209C provided
ANNUAL REPORT
30 JUNE 2018
MARLIN GLOBAL LIMITED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2018
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03About Marlin
06Directors’ Overview
10Manager’s Report
18The STEEPP Process
19Marlin Portfolio Stocks
28Board of Directors
29Corporate Governance Statement
35Directors’ Statement of Responsibility
36Financial Statements Contents
53Independent Auditor’s Report
57Shareholder Information
59Statutory Information
61Glossary
63Directory
CONTENTS
Alistair Ryan / Chair Carmel Fisher / Director
This report is dated 21 September 2018 and is
signed on behalf of the Board of Marlin Global
Limited by Alistair Ryan, Chair, and Carmel
Fisher, director.
CALENDAR
Next Dividend Payable
28 September 2018
Annual Shareholders’
Meeting, Ellerslie Event
Centre, Auckland 10:30am
31 October 2018
Interim Period End
31 December 2018
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ANNUAL REPORT
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ABOUT MARLIN GLOBAL
INVESTMENT OBJECTIVES
INVESTMENT APPROACH
Marlin Global Limited (“Marlin” or “the company”) is a listed investment company
that invests in quality, growing companies based outside New Zealand and Australia.
The Marlin portfolio is managed by Fisher Funds Management Limited (“Fisher
Funds” or “the Manager”), a specialist investment manager with a track record of
successfully investing in quality, growth companies. Marlin listed on NZX Main Board
on 1 November 2007 and may invest in companies that are listed on any approved
stock exchange (excluding New Zealand or Australia) or unlisted companies not
incorporated in New Zealand or Australia.
The investment philosophy of Marlin is summarised by the following broad principles:
• invest as a medium to long-term investor exiting only on the basis of a fundamental
change in the original investment case;
• invest in companies that have a proven track record of growing profitability; and
• construct a diversified portfolio of investments, based on the ‘STEEPP’ investment
criteria (see page 18).
The key investment objectives of Marlin are to:
• achieve a high real rate of return, comprising both income and capital growth,
within risk parameters acceptable to the directors; and
• provide access to a diversified portfolio of international quality, growth stocks
through a single tax efficient investment vehicle.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
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During the year ended 30 June 2018 (cents per share)
DIVIDENDS PAID
29 September 2017
22 December 2017
29 March 2018
29 June 2018
1.83
cps
1.87
cps
1.93
cps
1.96
cps
AT A GLANCE
For the 12 months ended 30 June 2018
Net profit
$
23.8m
Total shareholder
return
+21.5
%
Adjusted NAV return
+23.2
%
As at 30 June 2018
Share price
$
0.86
NAV per share
$
1.02
Adjusted NAV
per share
$
2.00
MARLIN GLOBAL LIMITED
ANNUAL REPORT
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PayPal
6
%
Alphabet
7
%
Alibaba
Group
5
%
TJX
Companies
5
%
Essilor
5
%
LARGEST INVESTMENTS
As at 30 June 2018
As at 30 June 2018
SECTOR SPLIT
Information Technology 33%
Healthcare 23%
Consumer 22%
Industrials 10%
Financials 8%
Energy 2%
The portfolio also holds cash.
Alistair Ryan
Chair
DIRECTORS’ OVERVIEW
“Marlin’s investment
strategy of focusing
on quality, growing
companies proved
rewarding”
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We are pleased to report that Marlin has
delivered another strong result for shareholders
for the 2018 financial year, returning 23.2%
1
on
an after fees and tax basis, well ahead of its
benchmark
2
which rose 17.1%.
Global markets gained again in the 12 months to
30 June 2018, with the MSCI World Index up 9%. The
US market led the way with strong economic growth,
low unemployment and President Trump’s corporate
tax cuts supporting the 12% gain in the S&P 500
Index. Despite gains for the year, there was significant
turbulence along the way. Market jitters in February and
March were caused by trade tensions and concerns
regarding increasing interest rates and inflation. In this
environment Marlin’s investment strategy of focusing
on quality, growing companies proved rewarding. The
strong investment returns in 2018 translated to an
excellent net profit result of $23.8m.
Shareholders experienced a strengthening share price
over the 2018 financial year with the share price rising
seven cents. Although delivering an adjusted NAV
return of 23.2% for the 12 months to 30 June 2018, the
share price discount to NAV widened to 13.7% as at 30
June 2018. As a result, total shareholder return which
includes the change in share price, dividends paid per
share and the impact of warrants was 21.5% for the
2018 period, (2017: 9.1%).
Revenues and Expenses
The 2018 net profit result comprised gains on
investments of $25.8m, dividend and interest income
of $0.8m, other income of $2.1m (a result of a refund
of GST and related use of money interest) and, a
small tax benefit of $0.1m, less operating expenses of
$5.0m. Fisher Funds was paid a performance fee of
$2.7m for the portfolio’s performance, consistent with
the terms of the Management Agreement. Operating
expenses were $1.1m higher than the corresponding
period mainly due to a larger performance fee being
earned by the Manager.
Capital Management
Marlin continues to distribute 2.0% of average net asset
value per quarter. For the 12 months to 30 June 2018,
7.59 cents per share paid in dividends, and the next
dividend will be 2.05 cents per share to be paid on 28
September 2018 with a record date of 13 September
2018. Marlin continues to offer its dividend reinvestment
plan where shareholders are able to reinvest all or part
of any cash dividends in fully paid ordinary shares.
Share buybacks present an opportunity to enhance
shareholder value and are utilised when the share price
to NAV is sufficiently deep. During the 2018 financial
year, Marlin took advantage of the increasing discount
and acquired approximately 3.8m shares on market
under the buyback programme. Shares acquired under
the buyback programme are held as treasury stock and
reissued under the dividend reinvestment plan
3
.
Earlier this year a new warrant issue was announced
as part of Marlin’s capital management programme.
Eligible shareholders who held Marlin shares on 1 May
2018 were issued one warrant for every four Marlin
shares held. Warrants give holders the right, but not
the obligation, to purchase additional shares in Marlin
at a pre-determined exercise price. The offer also
aims to raise additional funds for investment in Marlin’s
portfolio so as to improve operational efficiency. The
exercise price is $0.83, which will be adjusted down for
dividends declared, and the final exercise price will be
announced in March 2019. The exercise date is 12 April
2019. Warrants are currently quoted on the NZX Main
Board under the ticker code ‘MLNWC’.
Conclusion
2018 was another successful year for Marlin and
we look forward to discussing performance and
the portfolio with shareholders in more depth at the
upcoming Annual Shareholders’ Meeting which will
be held on Wednesday 31 October at 10.30am at the
Ellerslie Event Centre in Auckland.
All shareholders are encouraged to attend the Annual
Shareholders’ Meeting, with those who are unable to
attend invited to cast their vote on resolutions prior to
the meeting.
We would like to thank shareholders for your
continued support of Marlin and look forward to
meeting many of you.
On behalf of the board,
Alistair Ryan / Chair
Marlin Global Limited
21 September 2018
1
Adjusted NAV return
2
S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZD)
³ To participate in the dividend reinvestment plan, a completed participation notice must be received by Marlin before the
next record date. Full details of the dividend reinvestment plan can be found in the Marlin Dividend Reinvestment Plan Offer
Document, a copy of which is available at www.marlin.co.nz/investor-centre/capital-management-strategies/
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DIRECTORS' OVERVIEW CONTINUED
Company Performance
For the year ended 30 June 201820172016201520145 years
(annualised)
Total Shareholder Return21.5%9 .1%(0.3%)14.6%28.5%14.2%
Adjusted NAV Return23.2%16.8%(6.7%)15.4%11. 9 %11.6%
Dividend Return9.6%8.6%8.6%8.9%10.4%
Net Profit $23.8m$15.7m($6.9m)$14.7m$11.1m
Basic Earnings per Share20.20cps13.51cps-6.22cps13.56cps10.46cps
OPEX ratio4.2%3.8%1.5%3.5%3.0%
OPEX ratio (before performance fee)1.8%2.1%1.5%2.2%2.2%
As at 30 June20182017201620152014
Audited NAV$1.02$0.89$0.83$0.97$0.91
Adjusted NAV$2.00$1.62$1.39$1.49$1.29
Share price$0.86$0.79$0.79$0.87$0.83
Warrant price$0.06-$0.004--
Share price discount to NAV¹13.7%11. 2 % 4.8% 10.3%8.8%
Portfolio Performance
For the year ended 30 June201820172016201520145 years
(annualised)
Gross Performance Return26.6%22.4%(3.8%)19.9%16.0%15.7%
Blended Index ²17.1%19.2%(3.9%)31.6%12.5%14.7%
Performance fee hurdle³7. 0 %7. 2 %7. 9 %8.7%7. 8 %
NB: All returns have been reviewed by an independent actuary.
¹ Share price discount to NAV (including warrant price on a pro-rated basis)
² Blended index: World Small Cap Gross Index until 30 September 2015 & S&P Large Mid Cap/S&P Small Cap Index (hedged
50% to NZD) from 1 October 2015. Returns shown gross in NZ dollar terms.
³ The performance fee hurdle is the Benchmark Rate (NZ 90 Day Bank Bill Index +5%)
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Total Shareholder Return
June
2007
June
2008
June
2009
June
2010
June
2011
June
2012
June
2014
June
2013
Share Price/Total Shareholder Return
June
2015
$
1.00
$
1.20
$
0.80
$
0.60
$
0.40
$
1.60
$
0.20
$
0.00
$
1.40
June
2016
June
2018
$
2.00
$
1.80
June
2017
Share Price Total Shareholder Return
Non-GAAP Financial Information
Marlin uses the following non-GAAP measures:
• adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation
decisions after fees and tax,
• adjusted NAV return – the net return to an investor after fees and tax,
• gross performance return – the Manager’s portfolio performance in terms of stock selection and currency
hedging before fees and tax,
• total shareholder return – the return to an investor who reinvests their dividends, and if in the money, exercises
their warrants at warrant maturity date for additional shares,
• OPEX ratio – the percentage of Marlin’s assets used to cover operating expenses, excluding tax and
brokerage, and
• dividend return – how much Marlin pays out in dividends each year relative to its share price.
All references to the above measures in this Annual Report are to such non-GAAP measures. The calculations
applied to non-GAAP measures are described in the Marlin Non-GAAP Financial Information Policy and in the
Glossary on page 61. A copy of the policy is available at http://marlin.co.nz/about-marlin/marlin-policies/.
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“We are pleased
the Marlin portfolio
outperformed its
global benchmark
and delivered strong
double-digit returns
for the year”
Ashley Gardyne
Senior Portfolio Manager
MANAGER’S REPORT
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Marlin had another solid year in 2018, supported by buoyant equities markets and the strong
performance by a number of long-term holdings including MasterCard, PayPal, Alibaba and
Alphabet. Marlin’s portfolio returned 26.6% before fees and tax¹ for the year, comparing favourably
with the global benchmark² which gained 17.1%.
Our investment philosophy is to invest in quality
companies that have the ability to grow earnings over
time. These companies have competitive advantages
that protect them from competition and technological
disruption (we call these advantages moats). They
must also have the prospect of delivering materially
higher earnings five and ten years from now. We also
want a management team that has significant skin in
the game and a solid track record. Here we are looking
for a history of management decisions that show
they are running the businesses to maximise long
term value, rather than simply trying to hit short term
metrics. But investing in these businesses alone won’t
drive outperformance – we also need to buy them
when the market isn’t fully appreciating the earnings
potential of these companies. This is all easier said
than done.
Our investment criteria means we are highly selective
and has led to a relatively concentrated portfolio.
Examples that we discuss below include technology
and payments companies like Alphabet, PayPal and
Mastercard that we believe have underappreciated
growth potential; and healthcare companies like
Abbott Laboratories and Edwards Lifesciences
that have long-standing and highly regarded CEOs.
In these latter examples, both CEOs have significant
skin in the game and are driving growth via constant
innovation and astute capital allocation.
From time-to-time our approach also leads us to
opportunities like adidas and Facebook, where an
opportunity presents itself as a result of the market’s
undue focus on short-term noise. When we invested
in adidas in late 2014, we were attracted by its strong
and resurgent brand and ambitious US growth plans.
We also thought the market was overly despondent
about its emerging market exposure. While adidas has
worked out well for us since we invested in late 2014,
with its share price more than tripling, the jury appears
to still be out on the recent investment in Facebook.
We have a more constructive view than the market on
Facebook and discuss this later in the report.
We are an active investor and while the individual
investments we hold will change through time, we
believe the investment process we have developed
and refined over the years should ultimately help us
deliver good outcomes for Marlin investors.
¹ Gross performance return
2
S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZD)
30%
25%
20%
15%
10%
5%
0%
3 years
(annualised)
1 year5 years
(annualised)
Since
inception
Marlin Gross Performance Global Benchmark
27%
17%
14%
10%
16%
15%
11%
8%
Global share markets had another strong year, with
the US market again the standout as it extended its
bull run to nine years. For the year to 30 June 2018,
the MSCI World Index gained 9%, while the US
market was up 12% on the back of a strong domestic
economy and corporate tax cuts that drove an
acceleration in corporate earnings growth.
While markets rose over the year, these gains masked
a pick-up in volatility witnessed in February, when
global markets fell close to 10% in one week. This
drop was driven by rising inflation and interest rates,
with concerns that the end of nine years of low interest
rates could hit asset valuations. Risks of a potential
trade war also spooked markets on a number of
occasions, and recent threats of additional tariffs by
the US continue to hang over markets.
Given the volatile environment, we were pleased the
Marlin portfolio outperformed its global benchmark
2
and delivered strong double-digit returns for the
year. We believe Marlin’s performance relative to the
global benchmark over the longer term (shown below)
demonstrates the value that Fisher Funds’ investment
process can add.
Chart 1: Marlin annualised returns: Gross
Performance vs Global Benchmark (to 30 June)
A proven investment process
While the year was a good one for the Marlin portfolio,
there are always good years and bad years in financial
markets. Chasing short-term returns often leads to
disappointment and instead we focus our efforts on
implementing an investment process that has been
proven to deliver good outcomes over the long run.
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MANAGER’S REPORT CONTINUED
Highly selective collection of growing businesses
While there is a long list of companies we could consider investing in globally, we are highly selective and at
year end held only 25 companies in the portfolio.
After a period of higher turnover in the portfolio since I took over as portfolio manager in January 2017, I
now expect the rate of change to be slower. We expect to hold most companies now in the portfolio for the
long-term, and will let compounding do the hard work for us. Given this, I want to provide a bit more detail
on some of our largest long-term holdings. Why we own them, and why we think they will prove to be great
compounders of capital in the years ahead.
Alphabet
Alphabet is the holding company that owns Google,
the world’s leading internet search provider and the
largest global advertising platform by advertising
revenue. Beyond search they have six other
products with over one billion users, including
YouTube, Gmail, Maps and Chrome.
As you will know, many of us are becoming addicted
to our mobile phones and according to comScore
the average US mobile user spends almost three
hours a day on mobile devices! In this world
where people increasingly go to their phone for
information and entertainment, rather than reading
the newspaper or watching TV, advertisers need to
move advertising budgets to digital platforms. Whilst
Alphabet has already been a significant beneficiary
of this trend, its dominance in mobile search,
combined with Google Maps, provide new ways for
advertisers to target customers in a local setting.
YouTube is also going from strength-to-strength as
faster broadband speeds have resulted in a boom in
mobile video consumption, and advertisers are now
starting to pay up for video ad slots.
We also like Alphabet’s long-term focus, which is
rare in a market where many companies are more
focused on quarterly targets. Management’s focus
on reinforcing its moat has resulted in some astute
capital allocation decisions over the years. The
acquisitions of Android in 2005 for an estimated
$50 million and YouTube for $1.65 billion now look
like the deals of the century (together they are now
probably worth over 100x what they cost).
As a result of search and YouTube ad growth, we
believe Alphabet will grow its earnings significantly
faster than the market over the next three to five
years (15% pa+), despite trading at only a modest
premium to market multiples after adjusting for
Alphabet’s cash balance and its investments
in cloud and its Other Bets (self-driving cars,
healthcare, connected homes etc.)
Mastercard
Mastercard is a good example of a business that the
market has continually underappreciated. We first
invested three years ago and wish we had invested
sooner. Despite being a household name, its share
price has increased 40-fold since its IPO in 2006 –
an average return of 37% per annum over the last 12
years! The market has underappreciated just how
well placed MasterCard is to benefit from the move
away from cash towards credit and debit cards.
While we have been earlier adopters of debit and
credit cards in New Zealand, you may notice that
when you travel to the US or Europe a lot of people
still like to use cash and ‘tap and pay’ is generally
still unavailable. In fact, over 50% of transactions
globally still occur in cash, which gives us comfort
there are still years of growth ahead.
Mastercard’s moat is based on its global network
of over 2.4 billion cards in use and 30 million
merchants where they are accepted, which
would be nearly impossible for a new entrant to
replicate. This network effect has kept new players
from entering the market and essentially given
Mastercard and Visa a duopoly.
One of the beauties of Mastercard’s business is a
cost base that is largely fixed (some server, staff and
marketing costs), meaning expenses don’t increase
meaningfully when revenues grow. This has resulted
in operating margins increasing to over 55% and
is likely to continue driving earnings growth that
is higher than revenue growth in the years ahead.
Over the last 10 years, Mastercard has grown
revenue and earnings per share (EPS) by 12% and
17% respectively. The business also requires very
limited capital to grow, allowing them to return most
of its cash to shareholders each year in the form of
dividends and share buybacks.
Overall, we see a business with a wide moat, that is
difficult to disrupt, and has many years of profitable
growth ahead. We expect revenue growth of more
than 10% per annum and EPS growth of over 15%
over the medium term.
Refer chart 2
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Chart 2: Mastercard recurring earnings per
share (USD)
Chart 3: China ecommerce GMV (trillion yuan)
Alibaba
Alibaba is a Chinese internet juggernaut and the
dominant e-commerce platform with c.70% market
share (largely via its Taobao and Tmall platforms).
Alibaba has more active users and sells more
merchandise each year than Amazon.
We believe Alibaba is well placed to benefit from
growth in online commerce in China, which is
supported by increasing internet penetration (due
to mobile devices), a growing middle class, a lack
of traditional retail infrastructure compared to more
developed markets, and a growing preference
for online shopping. Despite Alibaba’s scale, the
number of active users on its e-commerce platforms
has still grown by 22% over the last year and the
volume of goods sold on its websites grew 28%.
Despite Alibaba’s strong share price performance
since we invested in 2015, we still believe the
market isn’t fully appreciating the company’s growth
prospects. As well as its e-commerce business,
Alibaba owns a third of the largest digital payments
business in China, AliPay, and the largest cloud
services platform in China. Alibaba’s cloud business,
Aliyun, has nearly 50% market share in China and
over the last year has grown its business by 100%.
If you take all of these businesses into account,
then we are investing in Alibaba’s core e-commerce
business at a valuation multiple in line with slow
growing offline retailers like H&M and Inditex/Zara.
Alibaba continues to reinvest aggressively in its
business, particularly in its logistics capabilities (via
its Cainao subsidiary), its cloud business, and in a
number of retail concepts like its small format Hema
supermarkets which blend offline and online retail.
We believe these investments are planting the seeds
for longer-term growth, while its core e-commerce
business should deliver revenue and earnings
growth of more than 20% per annum in the interim.
Refer chart 3 above
PayPal
PayPal was spun-off from eBay in 2015 and is a
leading online payments platform with over 240
million user accounts and 20 million merchant
customers. PayPal allows users to transact securely
online and with significantly less friction than entering
credit card details for cash transactions (reducing
shopping cart abandonment for retailers).
PayPal has long been a beneficiary of the shift
to e-commerce, which on its own supports
double-digit revenue growth. PayPal’s solutions
become increasingly important as consumers
embrace smartphones (rather than PCs) for
making purchases and transferring funds. PayPal’s
‘OneTouch’ product is rapidly being adopted
by merchants as it allows mobile users to make
payment with one click (no re-entering passwords,
credit card details or shipping addresses), which
helps merchants increase customer conversion.
PayPal also owns the most popular peer-to-peer
payment platforms in the US (Venmo), which allows
users to easily repay friends for meals and rent,
or to transfer money to family members. Venmo
is extremely popular among millennials and its
payment volume jumped over 80% in the last year.
Because PayPal is largely focused on online
payments, we see PayPal outgrowing MasterCard
and expect organic revenue growth of more than
15% per annum over the medium term. As PayPal
is a scalable business, we also see the potential
for ongoing margin expansion and would expect
earnings to grow at over 20% per annum over
the next five years. Despite PayPal’s strong share
price performance, we still see significant long-
term upside.
Refer to chart 4
5.00
4.00
3.00
2.00
1.0 0
0.00
2007
2008
2009
2010
2 011
2012
2013
2014
2015
2016
2017
17% annual growth
Source: iResearch
12
10
8
6
4
2
0
28% annual growth
2020e2019e2018e20172016201520142013
10.8
9.1
7. 5
6.1
4.7
3.8
2.8
1.9
MARLIN GLOBAL LIMITED
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Chart 4: PayPal active user and payment volume growth
MANAGER’S REPORT CONTINUED
Performance of portfolio holdings
As shown below, approximately 70% of Marlin’s portfolio companies delivered positive returns over the year. More
importantly, 60% of Marlin’s positions outperformed the global benchmark.
Chart 5: Portfolio company returns – year to 30 June 2018
250
200
150
100
50
0
Active users (m)
20172016201520142013
500
400
300
200
100
0
Payment Volume (bn)
20172016201520142013
Total Shareholder Return (%)
-25 -15 -5 5 15 25 35 45 55 65 75
Mastercard
Amazon.com
PayPal
William Demant
Zoetis
Descartes
Icon
Alibaba
Worldpay
Abbott Labs
Core Labs
TJ X
Hexcel
Edwards Lifesciences
Alphabet
Cognizant
Facebook
adidas
Essilor
Ecolab
Brembo
Fresenius
eBay
Blackhawk
Graco
UPS
Park24
LKQ
Signature Bank
Cerner
NIKE
Expedia
Pandora
Sarine
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Performance highlights and lowlights
Two of the top performers for the year were payments
companies Mastercard (+63%) and PayPal (+55%).
PayPal was buoyed by strong e-commerce growth and
the increasing preference for digital wallets like PayPal
by online shoppers (for both security and ease of use).
This strong growth and good cost control contributed
to PayPal’s 22% revenue and 28% EPS growth over the
last fiscal year.
Mastercard has also been supported by e-commerce,
but also more broadly by the move away from cash at
point of sale as discussed earlier. The global rollout of
technologies like PayPass/PayWave, the use of services
like Uber (no cash accepted), and banks and airlines
providing generous rewards points are all contributing
to the rapid growth of credit and debit card usage.
These structural trends, combined with a pickup in
the global economy over the last year, drove 16%
revenue growth for MasterCard. As a large portion of
Mastercard’s cost base is fixed, Mastercard levered this
top line growth into 21% EPS growth.
Amazon (+58%) was also a very strong performer on
the back of continued e-commerce market share gains
and an acceleration in growth in its profitable cloud
computing business, Amazon Web Services (AWS).
Expedia (-19%) dragged on performance. Its decision
to hire additional staff to aggressively expand its hotel
offering in Europe and Asia (outside its US stronghold)
and the decision to move its IT infrastructure to the
cloud are providing a drag on near-term profitability.
We believe these are the right decisions and they
demonstrate a focus by new CEO (Mark Okerstrom) on
prioritising long-term growth over short-term margins.
Despite this step up in investment, Expedia is still
expected to grow earnings of 7-12% in 2018, before
reaccelerating in 2019.
Sarine’s performance (-25%) was disappointing and
was impacted by both a weak diamond market and the
entrance of a competing inclusion mapping service in
its core Indian market. The competitor has been using
pirated Sarine software and while Sarine filed a lawsuit
in India seeking an injunction and damages, it has had
a significant impact on Sarine’s business. We exited
Sarine during the year as we became concerned with
this dynamic and the reality that the market is now more
mature and slower growing than when we first invested
in Sarine.
Pandora (-24%) was a new holding during the year and
needless to say it has not performed as we expected.
Pandora is one of the leading jewellery brands globally,
both in terms of brand recognition and sales, and when
we invested, we believed the short-term deterioration
in sales would prove transitory. The increased focus
on innovation and new rose gold and gold plated
charms would lift growth. However, recent results have
been dragged down by slowing growth in China, and
overall weak like-for-like sales globally have shown
that its new collections are having limited impact.
Following recent results, it has become apparent to
us that despite management’s best efforts, Pandora’s
profitability is unlikely to return to previous levels. It
appears the demand for charms is weakening and
more competition has been entering the branded
jewellery space. Since year end, we have decided
to exit Marlin’s position in Pandora. In investing it is
important to admit when you have made a mistake
and we have taken some valuable lessons from this
investment.
Portfolio additions and exits
2018 was a year of higher than usual portfolio turnover
as we completed the portfolio restructuring started
in January 2017. We would expect turnover to be
lower going forward. During the year we identified and
added five new companies to the portfolio, funded by
the exit of nine existing holdings.
Portfolio additionsPortfolio exits
HexcelWorldPay
Signature BankGraco
TJX CompaniesPark 24
FacebookNike
PandoraBrembo
Blackhawk Network
Sarine
Amazon
William Demant
Note: Hexcel, Signature Bank, WorldPay, Graco, Park 24,
Nike and Brembo were discussed in the interim report and
are not discussed below.
Portfolio additions
TJX Companies (TJX) is an off-price US retailer that
sells branded clothing, such as Nike and Ralph Lauren,
accessories and selected homeware at a 20%-60%
discount to a full-price retailer. TJX can sell inventory
cheaper than other retailers as it sources stock from
store closures, order cancellations and manufacturer
overruns. The company has a longstanding
management team with a strong track record and
have grown earnings per share at an average rate of
16% per annum over the last 20 years (and grew in
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MANAGER’S REPORT CONTINUED
19 of those years). We believe TJX has a good growth
runway for new stores openings and should be able to
grow earnings at close to 10% per annum, while paying a
steady and increasing dividend.
We added Facebook to the Marlin portfolio in April at
the height of drama around data privacy and Cambridge
Analytica. Facebook owns four of the most dominant
social networking and messaging platforms in the world
(Facebook, Instagram, Messenger and WhatsApp)
and has an unparalleled ability to deliver an audience
of over 2 billion users to advertisers. The average US
user spends over an hour a day on Facebook and
Instagram combined and the decline of TV viewing
means advertisers are increasingly having to find potential
customers on these platforms. Facebook’s data means
it can offer advertisers a level of targeting like no one
else, which when combined with Facebook’s huge reach,
should allow Facebook to capture a significant share of
advertising budgets as they move online.
Portfolio exits
We exited US based digital gift card distributor
Blackhawk Networks following a takeover offer by
US private equity firm Silver Lake at a 24% premium.
Blackhawk is a business in which we saw considerable
long-term growth prospects and while we are sad to see
Blackhawk leave the portfolio, we believe the premium
paid is fair.
As discussed above, we exited Sarine as we became
concerned with increased competition in the Indian
market. We also have some reservations about the length
of the growth runway still available to Sarine and believe
the market is significantly more mature than when Marlin
first invested in Sarine in 2009.
Hearing aid manufacturer William Demant has delivered
strong results since we initiated the position in March
2017, with its new Oticon Opn range of hearing aids
driving market share gains and better than expected
organic growth (10% organic revenue growth and 20%
net income growth in 2017). Going forward, the company
expects growth to be lower and more in line with the 5%
industry growth. William Demant’s share price was up
55% since adding it to the portfolio and when we exited
it was trading at a very elevated valuation (28x PE) for a
company with expected revenue growth of only 5%. We
decided to exit our position and reinvest the proceeds
elsewhere in the portfolio.
The decision to exit Amazon was a difficult one as we
admire Amazon, its founder Jeff Bezos, and the wide
moats it is building around its retail and cloud businesses.
However, the share price has more than doubled since
we invested two years ago and we believe the market
is getting ahead of itself. Specifically, investors may
be overly optimistic about the margin levels Amazon
can ultimately achieve in its retail business, particularly
given future retail growth will be increasingly
dependent on less profitable categories (like grocery).
Amazon appears priced to perfection, with little room
for hiccups.
Portfolio positioning
After these changes, as at 30 June 2018, the Marlin
portfolio comprised 25 companies, diversified across a
range of sectors and countries.
Chart 6: Marlin portfolio - Sector split
as at 30 June 2018
Chart 7: Marlin portfolio - Geographical split
as at 30 June 2018
The Marlin portfolio also holds cash.
18
%
WEST EUROPE
75
%
NORTH AMERICA
5
%
ASIA
33
%
TECHNOLOGY
10
%
INDUSTRIALS
22
%
CONSUMER
23
%
HEALTHCARE
8
%
FINANCIALS
2
%
ENERGY
The Marlin portfolio also holds cash.
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Outlook
While still not firing on all cylinders, we would
characterise the global economy as strong and
growing steadily. US economic growth has
accelerated recently, with the most recent GDP
growth reading of 4.1% the best in 4 years. Low
US unemployment is also spurring wage increases
and supporting consumer spending. The bulk of
the Marlin portfolio is currently invested in the US,
where this solid economic backdrop contributed to
corporate revenue and earnings growth of 9% and
25% respectively in the most recent quarter. While
not as strong as the US, the European economy also
continues to grow and jobs are being created.
While the economic environment is clearly supportive
of the share market, there are also some risks
looming. Equity market valuations are high relative
to history and increasing interest rates and inflation
could put pressure on the price investors are willing
to pay for equities. We saw this happen briefly
in February, when volatility spiked and markets
dropped. A prolonged trade war between the US
and China would also impact growth if businesses
hold off investing until visibility improves.
There are always risks on the horizon, but on balance
we retain a positive outlook. We are investing for the
long-term and don’t try and time the market. While
the market can be volatile, we see good growth
prospects for the companies in our portfolio and
believe that collectively they will deliver good returns
for shareholders over the long run.
Ashley Gardyne / Senior Portfolio Manager
Fisher Funds Management Limited
21 September 2018
Headquarters Company% Holding
CanadaDescartes Systems 3.2%
ChinaAlibaba Group4.8%
DenmarkPandora2.4%
FranceEssilor International4.7%
Germanyadidas3.0%
Fresenius Medical
Care
4.6%
Ireland Icon3.5%
United States
Abbott Laboratories3.6%
Alphabet6.9%
Cerner Corporation 4.2%
Cognizant4.2%
Core Laboratories2.0%
eBay 3.4%
Ecolab3.0%
Edwards
Lifesciences
2.5%
Expedia4.4%
Facebook4.3%
Hexcel Corporation 3.6%
LKQ3.8%
Mastercard4.6%
PayPal 5.8%
Signature Bank3.5%
TJX Companies5.4%
UPS2.9%
Zoetis 3.7%
Equi t y Tot a l98.0%
NZ dollar cash1.2%
Total foreign cash2.3%
Ca s h Tot a l3.5%
Forward foreign
exchange contracts
-1.5%
TOTAL100.0%
Portfolio Holdings Summary as at
30 June 2018
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STRENGTH OF THE BUSINESS
What is the company’s competitive advantage? Is it sustainable? Is the company a market leader?
Does it have a dominant position? A strong business is one that can maintain its profit margins by
employing a unique strategy.
TRACK RECORD
How has the company performed in the past? Has the company performed under the same
management team? Has it grown organically or by acquisition? How did the company react during a
downturn? Fisher Funds prefers to buy established companies that have executed well in the past.
EARNINGS HISTORY
How fast has the company been able to grow its earnings in the past? How consistent has earnings
growth been? Fisher Funds prefers to buy companies that exhibit secular growth characteristics
where the company has proven its ability to provide a high or improving return on invested capital.
THE STEEPP PROCESS
Fisher Funds employs an investment analysis model that it calls the STEEPP process to analyse existing
and potential portfolio companies. This analysis gives each company a score against a number of criteria
that Fisher Funds believes need to be present in a successful portfolio company. All companies are
then ranked according to their STEEPP score to broadly determine their portfolio weighting (or indeed
whether they make the grade to be a portfolio company in the first place).
The STEEPP criteria are as follows:
S
T
E
Applying this STEEPP analysis, Fisher Funds constructed a portfolio for Marlin which comprised 25 securities as at 30 June 2018.
EARNINGS GROWTH FORECAST
What is the company’s earnings growth forecast over the next three to five years? What is the
probability of achieving the forecast? What does Fisher Funds expect the company’s earnings
potential to be? Fisher Funds notices that too many analysts focus on short-term earnings. As
long-term growth investors, Fisher Funds thinks about where the company’s earnings could be
in three to five years.
PEOPLE/MANAGEMENT
Who are the management team and how long have they been in their roles? Who are the directors,
what is their history with the company, and what do they bring to the board? What is the depth of
management in the organisation and is there a succession plan for the key executive roles? Do
the management team own shares in the business and how are they rewarded? Has the board
and management exhibited good corporate behaviour in the areas of environmental, social and
governance considerations? For Fisher Funds, the quality of the company management and its
corporate governance is of paramount importance.
PRICE/VALUATION
How much of the future earnings growth is already reflected in the share price? Where does
the current share price sit in relation to Fisher Funds’ worst to best case valuation range? A
company will generate a higher score where the market price currently reflects little of that
company’s upside potential.
E
P
P
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+28
%
Total Shareholder Return
+13
%
Total Shareholder Return
+32
%
Total Shareholder Return
GERMANY
What does it do?
Adidas is the largest European
and second largest global
sportswear manufacturer.
Why do we own it?
Adidas is one of the world’s
leading brands and has a strong
track record of growth. After
going through a difficult period
due to factors that were largely
outside the company’s control,
management have turned the
business around and are now
growing revenues and earnings
rapidly. Adidas is taking market
share in the lucrative US market,
and we see many years of growth
ahead.
UNITED STATES
What does it do?
Abbott Laboratories is a global
healthcare company with leading
market positions in medical
devices, infant formula, adult
nutrition, diagnostics and branded
generic drugs.
Why do we own it?
Abbott Laboratories is well placed
with market leading positions in a
number of growing end markets
driven by an aging population and
emerging market growth. Abbott
Laboratories has a long track
record of profitable investment into
fast growing healthcare segments
and we expect them to continue
to reinvest in the business to
strengthen its competitive position
and drive continued growth over
the long term.
CHINA
What does it do?
Alibaba is the largest e-commerce
player in China with an overall
online shopping market share of
around 60%.
Why do we own it?
Alibaba is the online marketplace
leader in China and is almost
four times larger than its nearest
competitor. It has sustainable
competitive advantages through
its extensive network and
scale. Alibaba is also a major
beneficiary of strong online
shopping growth in China due to
continued urbanisation, increasing
incomes and a poor physical retail
infrastructure in many Chinese
cities. Alibaba is expected to grow
revenue in excess of 25% per
annum over the next few years.
MARLIN PORTFOLIO
COMPANIES
The following is a brief introduction to each of your portfolio companies, with a description of why
Fisher Funds believes they deserve a position in the Marlin portfolio. Total shareholder return is
for the year to 30 June 2018 and is based on the closing price for each company plus any capital
management initiatives. For companies that are new to the portfolio in the year, total shareholder
return is from the first purchase date to 30 June 2018.
Total shareholders return in local currency sourced from Factset.
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+21
%
Total Shareholder Return
UNITED STATES
What does it do?
Alphabet is the holding company
which owns the world’s leading
internet search provider, Google.
Google is the world’s most
visited website and the largest
global advertising platform by
advertising revenue.
Why do we own it?
Alphabet has wide moats arising
from its dominant position
in online search, significant
intellectual property and a strong
brand. We believe Alphabet will
grow strongly as global advertising
budgets gradually shift from
television to digital formats.
UNITED STATES
What does it do?
Cognizant is a leading IT services
company providing information
technology, consulting and
business services to a range of
large global companies.
Why do we own it?
Cognizant is a wide moat
company that is deeply
ingrained with its customers
as a partner in IT and wider
business strategy. Cognizant
has invested heavily to position
itself to benefit as businesses
become more digital – using
IT to implement social, media,
analytics and cloud applications.
Furthermore, Cognizant has a
strong management team and a
great track record of growth and
innovation.
UNITED STATES
What does it do?
Cerner is the world’s largest
healthcare information technology
provider with a range of solutions
for all the software needs of
healthcare organisations including
electronic medical records,
practice management, billing
systems, as well as applications
in the area of population health
management (data analytics
which predicts medical care
requirements for patient
populations).
Why do we own it?
Cerner’s software is critical to
its clients’ operations. Switching
costs are high and switching
tendencies are very low. It has
superior technology that has
allowed it to continuously win
market share as the industry
consolidates. Cerner has a
strong track record and attractive
growth outlook as a result of
increasing IT requirements in the
healthcare sector.
-10
%
Total Shareholder Return
+20
%
Total Shareholder Return
MARLIN PORTFOLIO COMPANIES CONTINUED
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CANADA
What does it do?
Descartes is a logistics software
business which allows businesses
to plan, book and track freight
movements globally.
Why do we own it?
Descartes business moat
is centred on its Global
Logistics Network (GLN). The
GLN connects supply chain
participants, in real time, giving
visibility and control of movement
of goods across increasingly
regulated and complex global
supply chains. This network would
be very difficult to replicate and is
highly valuable for shippers.
UNITED STATES
What does it do?
Core Laboratories is a US based
oil services company specialising
in enhanced oil production and
oil reservoir management with an
ultimate goal of maximising the
efficiency of hydrocarbon recovery
by oil companies.
Why do we own it?
Core Laboratories is a rare, wide
moat company in the energy
sector given its unique and difficult
to replicate library of oilfield
data that is used by its clients to
increase the extraction and return
from oilfields. Core Laboratories
offers a strong value proposition
to its clients, allowing them to
generate higher returns through
improved production efficiency at
relatively low cost. The company
has a track record of generating
strong cash flow and returning this
to shareholders.
+27
%
Total Shareholder Return
+36
%
Total Shareholder ReturnTotal Shareholder Return
UNITED STATES
What does it do?
eBay is one of the world’s largest
online marketplaces and brings
merchants and consumers
together through online websites
and mobile applications. eBay has
over 175 million active users.
Why do we own it?
eBay has an enviable track record
of value creation, generates
strong cashflow, and through
new initiatives in data analysis
and improving features on their
website, is expected to accelerate
revenue growth and grow
earnings at double digit rates over
the next three to five years.
+4
%
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Total Shareholder ReturnTotal Shareholder ReturnTotal Shareholder Return
UNITED STATES
What does it do?
Ecolab is a market leader in
providing cleaning and sanitising
solutions for the foodservice,
hospitality and healthcare
industries. It also provides
chemicals and technologies
to the water treatment and oil
production industries.
Why do we own it?
Ecolab offers a strong value
proposition for its vast client
base, with its product innovations
resulting in reduced energy and
water usage, lower labour costs
and reduced downtime. Ecolab
is a high quality company that
invests significantly more than
its competitors in developing
innovative products and this has
resulted in continued market
share gains. Ecolab has an
excellent record of stable growth
and strong growth prospects.
+7
%
FRANCE
What does it do?
Essilor is the leading global
manufacturer of corrective lenses,
selling to optometrists and other
eyewear retailers. More recently,
Essilor has expanded into branded
sunglasses and online retail,
where it owns a number of leading
eyewear e-commerce sites.
Why do we own it?
Essilor is the market leader and
continues to drive innovation in
corrective lenses. They are well
positioned to take advantage
of the structurally growing
prescription eyewear market,
driven by an aging population and
increased adoption in emerging
markets. Essilor’s proposed
merger with Luxottica, the largest
manufacturer and retailer of
frames and sunglasses, will create
a dominant industry player from
manufacturing through to retail.
UNITED STATES
What does it do?
Edwards Lifesciences is the global
market leader in the treatment of
heart valve disease, which impacts
millions of people worldwide and
carries a poor prognosis if left
untreated. Edward’s main product
allows for the treatment of this
disease without the need for risky
open heart surgery.
Why do we own it?
Edwards Lifesciences continues
to lead the industry in innovation,
investing in the development of
new products which both improve
medical outcomes for patients and
help doctors treat a wider range
of previously untreated patients
using a lower risk approach. With
a dominant market share and
continued investment in research
and development, Edwards
Lifesciences is well positioned for
long-term growth.
+23
%
+10
%
MARLIN PORTFOLIO COMPANIES CONTINUED
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Total Shareholder ReturnTotal Shareholder ReturnTotal Shareholder Return
UNITED STATES
What does it do?
Facebook owns four of the most
dominant social networking and
messaging platforms in the world
– the Facebook app, Instagram,
Messenger and WhatsApp. It
monetises these platforms by
selling advertising slots to millions
of businesses globally.
Why do we own it?
The average US user spends over
an hour a day on Facebook and
Instagram combined. This high
user engagement, combined with
Facebook’s unparalleled ability
to deliver an audience of over 2
billion users to advertisers, has
created one of the most valuable
advertising platforms in the
world. We see significant growth
ahead as Facebook captures a
considerable share of advertising
dollars as media budgets move
away from TV and towards digital
platforms.
UNITED STATES
What does it do?
Expedia is the largest online travel
agent in the US and is ranked
in the top two in most markets
globally. Expedia aims to provide
the latest technology and the
widest selection of top vacation
destinations, cheap tickets,
hotel deals, car rentals and in-
destination activities.
Why do we own it?
Expedia has a solid long-term
growth outlook coming from a
combination of travel industry
growth and an increasing
tendency to book travel online.
Additionally, the online travel
agency industry has consolidated
to two main players who now
have considerable size and hotel
network advantages, which act
as a highly effective barrier to new
entrants. We expect Expedia to
grow earnings at double digit rates
over the next few years.
-19
%
+15
%
GERMANY
What does it do?
Fresenius is a market leader
in the global dialysis industry.
They are also the only vertically
integrated player, providing both
equipment and services to the
dialysis market.
Why do we own it?
Fresenius has strong growth
prospects globally as kidney
disease becomes more
prevalent in an aging population.
Fresenius’ depth of knowledge
and data around dialysis should
allow them to improve patient
outcomes while reducing the
overall cost of treatment for
the growing global dialysis
population.
+4
%
Purchased during the year
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Total Shareholder ReturnTotal Shareholder ReturnTotal Shareholder Return
UNITED STATES
What does it do?
Hexcel is a leading supplier of
advanced composite materials
(like carbon fibre) for aerospace,
wind turbines and automobiles.
Advanced composites are
generally lighter and stronger
than traditional materials such
as aluminum, which has seen
the composite content of aircraft
and other industrial applications
increase significantly over time.
Why do we own it?
The aerospace composite
industry has high barriers to
entry due to scale, the close
integration of processes with its
aerospace manufacturer clients,
and the lengthy qualification
processes required to be able
to supply Airbus and Boeing’s
aircraft programmes. Only a
few manufacturers are qualified
to supply composite parts and
materials to these aerospace
customers.
+24
%
Purchased during the year
UNITED STATES
What does it do?
LKQ is the largest distributor of
alternative replacement parts to
repair cars and trucks in the US
and Europe.
Why do we own it?
LKQ’s customer value proposition
is strong, as alternative parts
cost 20%-50% less than new
parts and have been growing in
popularity with auto repair shops
and insurers. LKQ is the only
nationwide distributor of these
parts in the US and is growing its
footprint in Europe. We believe
LKQ can grow strongly over the
next few years as it takes market
share and integrates recent
acquisitions in Europe.
IRELAND
What does it do?
Known as a contract research
organisation (CRO), Icon provides
specialised services in clinical trial
management for pharmaceutical
and biotechnology companies.
Why do we own it?
The increasing complexity and
regulatory requirements of clinical
trial management are forcing
pharmaceutical and biotechnology
companies all over the world
to seek the help of specialist
CROs such as Icon. Icon’s global
footprint and broad strengths in
clinical management make it one
of only a few companies qualified
to provide these services. Growth
is being driven by the shift to
outsourcing, growth in the number
of drugs being tested, and larger
trials required by regulatory bodies
such as the FDA.
+36
%
-3
%
MARLIN PORTFOLIO COMPANIES CONTINUED
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UNITED STATES
What does it do?
MasterCard is the second largest
payment network in the world,
operating in 210 countries and
supporting more than 2 billion
cards across its network.
Why do we own it?
MasterCard’s growth outlook is
underpinned by the secular shift
to electronic payments and away
from cash, particularly in emerging
markets where MasterCard
has significant presence.
These structural growth drivers
combined with increasing margins
and high cash flow generation
(allowing for substantial share
buybacks) support a strong
growth outlook over the medium
to long term.
+63
%
Total Shareholder ReturnTotal Shareholder ReturnTotal Shareholder Return
UNITED STATES
What does it do?
Signature Bank is a specialist
regional bank, lending largely
to wealthy families and private
businesses in and around New
York. They have a sticky deposit
base that comes from managing
transactional business accounts
for businesses like law firms,
accounting firms and property
management companies.
Why do we own it?
Signature Bank has an
uncomplicated relationship
driven business model and
industry leading profitability.
Its ability to attract and retain
senior bankers from other firms
through an attractive profit sharing
compensation model has allowed
them to grow loans and deposits
at over 20% pa over the last 10
years. They also have a very
strong history of credit control.
Signature Bank is still a small bank
in a very large market and we
see many more years of growth
ahead.
UNITED STATES
What does it do?
PayPal is a global leader in online
payments.
Why do we own it?
We are attracted to PayPal due to
its broad based and sustainable
competitive advantages and
strong growth prospects. PayPal
has technology, scale and global
network advantages which give
it a considerable edge over its
competitors. Furthermore, PayPal
benefits from continued growth in
e-commerce.
+55
%
-8
%
Purchased during the year
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Total Shareholder ReturnTotal Shareholder Return
UNITED STATES
What does it do?
United Parcel Service (UPS) is the
world’s largest package delivery
company and operates in over
220 countries and territories with
its fleet of over 100,000 ground
vehicles and 500 aircraft.
Why do we own it?
The market dynamics of the global
freight industry are compelling,
with high barriers to entry given
the need for a large international
network and delivery route density
to be competitive. Despite the
size of its business, we believe
UPS is well-positioned for robust
growth, supported by the growth
in e-commerce activity and
increasing cross-border trade
volumes in Asia and Europe.
UNITED STATES
What does it do?
TJX Companies (TJX) is an
off-price retailer with stores in
the US, Canada, Europe and
Australia. The company sells
branded clothing, such as Nike
and Ralph Lauren, accessories
and homeware at a 20%-60%
discount to a full-price retailer.
TJX can sell inventory cheaper
than other retailers as it sources
stock from store closures, order
cancellations and manufacturer
overruns.
Why do we own it?
The company has a longstanding
management team with a strong
track record. TJX has a significant
runway for new store openings,
which should help drive earnings
growth of close to 10% per
annum while paying a steady and
increasing dividend.
+24
%
-1
%
Purchased during the year
MARLIN PORTFOLIO COMPANIES CONTINUED
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Total Shareholder Return
UNITED STATES
What does it do?
Zoetis is a leader in the animal
health space - an industry
with attractive attributes. It is
the worlds largest producer of
medicine and vaccines for pets
and livestock.
Why do we own it?
Zoetis has a wide moat built
around intellectual property, brand
recognition and a large direct
sales force, giving it access to key
decision makers like veterinarians.
The growth runway is underpinned
by a number of secular growth
drivers, including increased
global protein requirements,
increased pet ownership and the
‘humanisation’ of pets.
+37
%
PANDORA
The Marlin portfolio held shares in
Pandora as at 30 June; however,
as discussed on page 15 this
position has now been exited.
-24
%
Purchased during the year
Total Shareholder Return
Pictured left to right: Carol Campbell, Andy Coupe, Carmel Fisher and Alistair Ryan.
ALISTAIR RYAN MComm (Hons), CA
Chair of the Board
Chair of Remuneration and Nominations Committee
Independent Director
Alistair Ryan is an experienced company director
and corporate executive with extensive corporate
and finance sector experience in the listed company
sector in New Zealand and Australia. He is a director of
Kingfish, Barramundi, Kiwibank, Christchurch Casinos,
Evolve Education and Metlifecare. Alistair had a 16-year
career with SKYCITY Entertainment Group Limited
(from pre-opening and pre-listing in 1996 through
2012). Alistair was a member of the senior executive
team, holding the positions of General Manager
Corporate, Company Secretary and Chief Financial
Officer. Prior to SKYCITY, Alistair was a Corporate
Services Partner with international accounting firm
Ernst & Young, based in Auckland. He is a Fellow of
Chartered Accountants Australia and New Zealand.
Alistair’s principal place of residence is Auckland.
Alistair was first appointed to the Marlin board on
10 February 2012.
ANDY COUPE LLB
Chair of Investment Committee
Independent Director
Andy Coupe has extensive commercial and capital
markets experience having worked in a number
of sectors within the financial markets over the
last 30 years. Andy was formerly a consultant in
investment banking at UBS New Zealand Limited,
where his role principally encompassed equity
capital markets involving numerous initial public
offerings and secondary market transactions and
takeover transactions. Andy is a director of Kingfish,
Barramundi, Briscoe Group, Coupe Consulting and
Gentrack Group. He is also Chair of Farmright, the
New Zealand Takeovers Panel and Deputy Chair of
Television New Zealand. Andy’s principal place of
residence is Hamilton.
Andy was first appointed to the Marlin board on
1 March 2013.
CAROL CAMPBELL BCom, CA
Chair of Audit and Risk Committee
Independent Director
Carol Campbell is a chartered accountant and a
member of Chartered Accountants Australia and New
Zealand. Carol has extensive financial experience and
a sound understanding of efficient board governance.
Carol holds a number of directorships across a broad
spectrum of companies, including T&G Global, New
Zealand Post, Asset Plus and NZME where she is also
Chair of the Audit and Risk Committee. Carol is also
a director of Kingfish and Barramundi. Carol was a
director of The Business Advisory Group, a chartered
accountancy practice, for 11 years and prior to that
a partner at Ernst & Young for over 25 years. Carol’s
principal place of residence is Auckland.
Carol was first appointed to the Marlin board on
5 June 2012.
CARMEL FISHER BCA
Director
Carmel Fisher established Fisher Funds Management
Limited in 1998. Carmel’s interest and involvement in
the New Zealand share market spans nearly 30 years
and she is widely recognised as one of New Zealand’s
pre-eminent investment professionals. Carmel’s
career started when she left Victoria University with
an accounting degree to spend four years in the
sharebroking industry. She then managed funds for
Prudential Portfolio Managers and Sovereign Asset
Management before launching Fisher Funds. Carmel
is also a director of Kingfish, Barramundi and New
Zealand Trade & Enterprise. Carmel’s principal place of
residence is Auckland.
Carmel was first appointed to the Marlin board on
30 January 2004.
BOARD OF DIRECTORS
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2018
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For the year ended 30 June 2018
CORPORATE
GOVERNANCE STATEMENT
Marlin’s board recognises the importance of good
corporate governance and is committed to ensuring that
the company meets best practice governance principles
to the extent that it is appropriate for the nature of
the Marlin operations. Strong corporate governance
practices encourage the creation of value for Marlin
shareholders, while ensuring the highest standards of
ethical conduct and providing accountability and control
systems commensurate with the risks involved.
The board is responsible for establishing and
implementing the company’s corporate governance
frameworks, and is committed to fulfilling this role in
accordance with best practice having appropriate
regard to applicable laws, the NZX Corporate
Governance Best Practice Code (“NZX Code”) and
the Financial Markets Authority Corporate Governance
- Principles and Guidelines. The board oversees
the management of Marlin, with the day-to-day
management responsibilities of Marlin being delegated
to Fisher Funds Management Limited (“Fisher Funds” or
“the Manager”).
As at 30 June 2018, Marlin was in compliance with the
NZX Code, with the exception of recommendations 4.3
and 5.3 for the reasons explained under the relevant
principles.
The corporate governance policies and procedures, and
board and committee charters, are regularly reviewed
by the board against the corporate governance
standards set by NZX, any regulatory changes, and
developments in corporate governance practices.
The Marlin constitution and each of the charters, codes
and policies referred to in this section are available on
the Marlin website (www.marlin.co.nz ) under the “About
Marlin” “Policies” section.
Principle 1 – Code of ethical behaviour
Directors should set high standards of ethical
behaviour, model this behaviour and hold
management accountable for these standards being
followed throughout the organisation.
Code of Ethics & Standards of Professional
Conduct
Marlin’s Code of Ethics & Standards of Professional
Conduct details the ethical and professional behavioural
standards required of the directors and those
employees of the Manager who work on Marlin matters.
The Code of Ethics & Standards of Professional
Conduct covers a wide range of areas including:
standards of behaviour, conflicts of interest, proper
use of company information and assets, compliance
with laws and policies, reporting concerns and
receiving gifts.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics & Standards
of Professional Conduct is required to report it
immediately in accordance with the procedure set
out in the Code of Ethics & Standards of Professional
Conduct.
Training on the Code of Ethics & Standards of
Professional Conduct is included as part of the
induction process for new directors and employees
of the Manager.
Securities Trading Policy
The Securities Trading Policy details the trading
restrictions on persons nominated by Marlin
(including its directors and employees of the Manager
who work on Marlin matters) in Marlin shares and
other securities.
In relation to Marlin shares, nominated persons, with
the permission of the board of Marlin, may trade
in Marlin shares only during the trading window
commencing immediately after Marlin’s weekly
disclosure of its net asset value to the New Zealand
Stock Exchange (“NZX”) and ending at the close
of trading two days following the net asset value
disclosure.
Nominated persons may not trade in Marlin shares
when they have price sensitive information that is not
publicly available.
Conflicts of Interest Policy
The Conflicts of Interest Policy outlines the board’s
policy on conflicts of interest. The policy details the
process to be adopted for identifying conflicts of
interests and managing any such conflicts.
Principle 2 – Board composition and
performance
To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
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CORPORATE GOVERNANCE STATEMENT CONTINUED
Board charter
Marlin’s board operates under a written charter which
defines the respective functions and responsibilities
of the board, focusing on the values, principles and
practices that provide the corporate governance
framework.
The board has overall responsibility for all decision
making within Marlin. The board is responsible for
the direction and control of Marlin and is accountable
to shareholders and others for Marlin’s performance
and its compliance with the appropriate laws and
standards. The board has delegated the day-to-day
management of Marlin to the Manager.
The board uses committees to address certain
matters that require detailed consideration. The board
retains ultimate responsibility for the function of its
committees and determines their responsibilities. The
board is assisted in meeting its responsibilities by
receiving reports and plans from Fisher Funds and
through its annual work programme.
Directors have access to key employees of the
Manager who are connected to the activities of
Marlin and can request any information they consider
necessary for informed decision making.
Nomination and appointment of directors
In accordance with Marlin’s constitution and NZX
Listing Rules, one third of the directors are required
to retire by rotation and may offer themselves for
re-election by shareholders each year. Procedures
for the appointment and removal of directors are also
governed by the constitution. The Remuneration and
Nominations Committee is responsible for identifying
and nominating candidates to fill director vacancies for
board approval.
Written agreement
The company provides a letter of appointment to
each newly appointed director setting out the terms
of their appointment. The letter includes information
regarding the board’s responsibilities, expectations of
directors, tenure and independence, expected time
commitments, indemnity and insurance provisions,
declaration of interests and confidentiality. New
directors are required to consent to act as a director.
Director information and independence
The board comprises four directors with diverse
backgrounds, skills, knowledge, experience and
perspectives. Information about each director including
a profile of experience is available on page 28 of this
Annual Report and also on the Marlin website.
The board takes into account guidance provided
under the NZX Main Board/Debt Market Listing Rules
in determining the independence of directors. Director
independence is considered annually. Directors have
undertaken to inform the board as soon as practicable
if they think their status as an independent director has
or may have changed.
As at 30 June 2018, the board considers that Alistair
Ryan (Chair), Carol Campbell and Andy Coupe are
independent directors. As at 30 June 2018, the board
considers that Carmel Fisher is not an independent
director by virtue of the Management Agreement
between Marlin and Fisher Funds, and her being a
director of Fisher Funds.
Information in respect of directors’ ownership interests
is available on page 59.
Diversity
Marlin has a formal Diversity Policy. The board views
diversity as including but not being limited to, skills,
qualifications, experience, gender, race, age, ethnicity
and cultural background. The board recognises that
having a diverse board will enhance effectiveness in
key areas.
All appointments to the board will be based on merit,
and will include consideration of the board’s diversity
needs, including gender diversity. Under the policy,
the principal measurable diversity objective is to
embed gender diversity as an active consideration in
all succession planning for board positions. During the
year, there were no appointments to the board.
The board’s gender composition was as follows:
NumberProportion
2018 positionFemaleMaleFemaleMale
Directors2250%50%
Corporate
Manager
1100%
NumberProportion
2017 positionFemaleMaleFemaleMale
Directors2250%50%
Corporate
Manager
1100%
The board believes that Marlin has achieved the
objectives set out in its Diversity Policy for the year
ended 30 June 2018.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2018
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Director training
All directors are responsible for ensuring they remain
current in understanding their duties as directors.
To ensure ongoing education, directors are regularly
informed of developments that affect the company’s
industry and business environment.
Assessment of director performance
The Remuneration and Nominations Committee
conducts a formal review of director, committee and
board performance annually. Appropriate strategies
for improvement are recommended to the board as
and when required. The Chair of the board also has
discussions with directors on individual performance.
Separation of the Chair and Chief Executive
Marlin delegates its management personnel requirements
to Fisher Funds pursuant to an Administration Services
Agreement. The Chair of Marlin is a different person to the
Chief Executive of Fisher Funds.
Principle 3 – Board committees
The board should use committees where this will
enhance its effectiveness in key areas, while still
retaining board responsibility.
The board has three standing committees: the Audit and
Risk Committee, the Remuneration and Nominations
Committee and the Investment Committee.
Each committee operates under a charter approved by
the board. The charter of each committee is reviewed
annually.
Director meeting attendance
A total of eight board meetings, two Audit and
Risk Committee meetings, one Remuneration and
Nominations Committee meeting and two Investment
Committee meetings were held in 2018. Director
attendance at board meetings and committee member
attendance at committee meetings is shown below.
DirectorBoard
Audit and
Risk
Committee
Remuneration
and
Nominations
Committee
Investment
Committee
Carol
Campbell
8/82/21/12/2
Andy
Coupe
8/82/21/12/2
Carmel
Fisher*
8/82/21/12/2
Alistair
Ryan
8/82/21/12/2
*Carmel Fisher was an attendee at the Audit and Risk
Committee meetings.
Audit and Risk Committee
The Audit and Risk Committee Charter sets out the
objectives of the Audit and Risk Committee, which
are to provide assistance to the board in fulfilling its
responsibilities in relation to the company’s financial
reporting, internal controls structure, risk management
systems and the external audit function.
The Audit and Risk Committee focuses on audit and risk
management and specifically addresses responsibilities
relative to financial reporting and regulatory compliance.
The Audit and Risk Committee is accountable for
ensuring the performance and independence of the
external auditor, including that the external auditor or
lead audit partner is changed at least every five years.
The Audit and Risk Committee also reviews the
appropriateness of any non audit services and
recommends to the board which services, other
than the statutory audit, may be provided by
PricewaterhouseCoopers as auditor.
The auditor has a clear line of direct communication
at any time with either the Chair of the Audit and Risk
Committee or the Chair of the board, both of whom are
independent directors. During the year, the Audit and
Risk Committee held private sessions with the auditor.
The Audit and Risk Committee currently comprises
independent directors Carol Campbell (Chair), Alistair
Ryan and Andy Coupe, all of whom have appropriate
financial experience and an understanding of the
industry in which Marlin operates.
The Audit and Risk Committee may have in attendance
the Corporate Manager and/or other employees of the
Manager and such other persons including the external
auditor as it considers necessary to provide appropriate
information and explanations.
Remuneration and Nominations Committee
The Remuneration and Nominations Committee Charter
sets out the objectives of the Remuneration and
Nominations Committee which are to set and review
the level of directors’ remuneration, ensure a formal
rigorous and transparent procedure for the appointment
of new directors to the board, and evaluate the balance
of skills, knowledge and experience on the board.
The Remuneration and Nominations Committee also
assesses the performance of directors, the board and
board sub-committees.
The Remuneration and Nominations Committee
currently comprises independent directors Alistair
Ryan (Chair), Carol Campbell, Andy Coupe and non-
independent director Carmel Fisher.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2018
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CORPORATE GOVERNANCE STATEMENT CONTINUED
Investment Committee
The Investment Committee Charter sets out the
objective of the Investment Committee which is to
oversee the investment management of Marlin to
ensure the portfolio is managed in accordance with
the investment mandate and with the long-term
performance objectives of Marlin.
The Investment Committee currently comprises
independent directors Andy Coupe (Chair), Carol
Campbell, Alistair Ryan and non-independent director
Carmel Fisher.
Takeover response protocols
The board has adopted a formal Takeover Response
Protocol as an internal framework that sets out the
process to be followed if there is a takeover offer for
Marlin.
Principle 4 – Reporting and disclosure
The board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures.
Continuous Disclosure
Marlin is committed to promoting investor confidence
by providing complete and equal access to information
in accordance with the NZX Listing Rules. Marlin has
a Continuous Disclosure Policy designed to ensure
this occurs. The Corporate Manager is responsible
for ensuring compliance with the NZX continuous
disclosure requirements and overseeing and co-
ordinating disclosure to the exchange.
Charters and policies
The key corporate governance documents, including
policies and charters, are available on Marlin’s website
under the “About Marlin” “Policies” section.
Financial Reporting
Marlin believes its financial reporting is balanced,
clear and objective. Marlin is committed to ensuring
integrity and timeliness in its financial and non-financial
reporting, ensuring the market and shareholders are
provided with an objective view on the performance of
the company.
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting, including
the accuracy, completeness and timeliness of financial
statements. The Audit and Risk Committee reviews
half-yearly and annual financial statements and
makes recommendations to the board concerning
accounting policies, areas of judgement, compliance
with accounting standards, stock exchange and legal
requirements and the results of the external audit.
As at 30 June 2018, Marlin does not have a formal
environmental, social and governance (ESG)
framework. Marlin will continue to assess whether it is
appropriate that an ESG framework is adopted in the
future.
Principle 5 – Remuneration
The remuneration of directors and executives should
be transparent, fair and reasonable.
Directors’ Remuneration
The Director Remuneration Policy sets out the
structure of the remuneration to non-executive
directors, the review process and reporting
requirements.
Directors’ fees are determined by the board on
the recommendation of the Remuneration and
Nominations Committee within the aggregate amount
approved by shareholders. The current directors’
fee pool limit of $125,000 (plus GST if any) was
approved by shareholder resolution at the 2015 Annual
Shareholders’ Meeting.
Each year the Remuneration and Nominations
Committee reviews the level of directors’ remuneration.
The Remuneration and Nominations Committee
considers the skills, performance, experience and level
of responsibility of directors when undertaking the
review, and is authorised to obtain independent advice
on market conditions.
The following table sets out the remuneration received
by each director from Marlin for the year ended 30
June 2018.
Directors’ remuneration* for the 12 months
ended 30 June 2018
A B Ryan (Chair)$50,000
(1)
C A Campbell$ 3 7, 5 0 0
(2)
R A Coupe$ 3 7, 5 0 0
(3)
*excludes GST
(1) $5,000 of this amount was applied to the purchase of
6,303 shares under the Marlin share purchase plan.
(2) $3,750 of this amount was applied to the purchase of
4,727 shares under the Marlin share purchase plan. C
A Campbell receives $5,000 as Chair of Audit and Risk
Committee.
(3) $3,750 of this amount was applied to the purchase of
4,727 shares under the Marlin share purchase plan. R A
Coupe receives $5,000 as Chair of Investment Committee.
For the 2018 financial year, Carmel Fisher did not
receive a director’s fee.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
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Details of remuneration paid to directors are also
disclosed in note 4 to the financial statements. The
directors’ fees disclosed in the financial statements
include a portion of non-recoverable GST expensed
by Marlin.
Directors’ Shareholding - Share Purchase Plan
A Share Purchase Plan was introduced by the board
in 2012 which requires each director to allocate
10% of their annual director’s fee to the purchase
(on market) of Marlin shares. Once an individual
director’s shareholding reaches 50,000 shares,
the director can elect whether to continue with the
plan. The intention of the Share Purchase Plan is to
further align the interests of directors with those of
shareholders.
CEO Remuneration
Marlin delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement. Consequently,
Fisher Funds is responsible for non-director
remuneration matters.
Principle 6 – Risk management
Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The board should regularly verify that
the issuer has appropriate processes that identify
and manage potential and material risks.
Risk management framework
The board has overall responsibility for Marlin’s
system of risk management and internal control.
Marlin has in place policies and procedures to
identify areas of significant business risk and
implements procedures to manage those risks
effectively.
Key risk management tools used by Marlin include
the Audit and Risk Committee function, outsourcing
of certain functions to service providers, internal
controls, financial and compliance reporting
procedures, and processes and business continuity
planning. Marlin also maintains insurance policies
that it considers adequate to meet its insurable risks.
The Audit and Risk Committee and board receive
regular reports on the operation of risk management
policies and procedures. Significant risks are
discussed at each board meeting, and/or as
required.
In addition to Marlin’s policies and procedures in place
to manage business risks, Fisher Funds has its own
comprehensive risk management framework. The
board is informed of key changes to Fisher Funds’
framework.
Health and Safety
Marlin’s Manager operates under a Health and Safety
Policy. Under this policy, Fisher Funds assumes
responsibility for the health and safety of its employees.
Principle 7 – Auditors
The board should ensure the quality and
independence of the external audit process.
Marlin’s Audit and Risk Committee makes
recommendations to the board on the appointment
of the external auditor. The Audit and Risk Committee
monitors the independence and effectiveness of the
external auditor and approves and reviews any non-
audit services performed by the external auditor. An
External Auditor Independence Policy which documents
the framework of Marlin’s relationship with its external
auditor was adopted in August 2018.
The Audit and Risk Committee meets with the external
auditor to approve their terms of engagement, audit
partner rotation (at least every five years) and audit fee,
and to review and provide feedback in respect of the
annual audit plan. The Audit and Risk Committee holds
private sessions with the auditor.
Marlin’s current external auditor is
PricewaterhouseCoopers (“PwC”), and was appointed
by shareholders at the 2008 annual meeting in
accordance with the provisions of the Companies Act
1993 (“the Act”). PwC is automatically reappointed as
auditor under Part 11, Section 207T of the Act.
The Audit and Risk Committee has assessed PwC
to be independent and confirmed that the non-audit
services provided in relation to confirming the amounts
used in the performance fee calculation has not
compromised PwC’s independence.
PwC, as external auditor of the 2018 financial
statements, is invited to attend this year’s annual
meeting and will be available to answer questions
about the conduct of the audit, preparation and
content of the auditor’s report, accounting policies
adopted by Marlin, and their independence in relation
to the conduct of the audit.
Marlin delegates the day-to-day management
responsibilities to Fisher Funds and the designated
Corporate Manager is responsible for operational and
compliance risks across Marlin’s business.
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ANNUAL REPORT
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CORPORATE GOVERNANCE STATEMENT CONTINUED
Principle 8 – Shareholder rights and relations
The board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the is su e r.
Information for shareholders
The board recognises the importance of providing
shareholders with comprehensive, timely and equal
access to information about its activities. The board
aims to ensure that shareholders have available to
them all information necessary to assess Marlin’s
performance.
Marlin’s website, www.marlin.co.nz, provides
information to shareholders and investors about the
company. Marlin’s ‘Investor Centre’ contains a range
of information including periodic and continuous
disclosures to the NZX, half year and annual reports
and content related to the Annual Shareholders’
Meeting. The website also contains information about
Marlin’s directors, copies of key corporate governance
documents and general company information.
The board recognises that other stakeholders may
have an interest in Marlin’s activities. While there are
no specific stakeholders’ interests that are currently
identifiable, Marlin will continue to review policies in
consideration of future interests.
Communicating with shareholders
Marlin communicates regularly with its shareholders
through its monthly and quarterly updates. The
company receives questions from shareholders from
time to time, and has processes in place to ensure
shareholder communications are responded to within a
reasonable timeframe. The company’s website sets out
Marlin’s appropriate contact details for communications
from shareholders. Marlin also provides options for
shareholders to receive and send communications by
post or electronically.
Shareholder voting rights
In accordance with the Companies Act 1993, Marlin’s
Constitution and the NZX Main Board Listing Rules,
Marlin refers major decisions which may change the
nature of Marlin to shareholders for approval. Marlin
conducts voting at its shareholder meetings by way of
poll and on the basis of one share, one vote.
Notice of annual meeting
The 2018 Marlin Notice of Annual Meeting will be
available on the Marlin website at least 28 days prior to
the meeting.
This year’s meeting will be held at 10.30am on 31
October 2018, at the Ellerslie Event Centre in Auckland.
Full participation of shareholders is encouraged at the
annual meeting and shareholders are encouraged to
submit questions in writing prior to the meeting.
Management Agreement Renewal
The Management Agreement between Marlin and
Fisher Funds is subject to renewal every five years. The
Management Agreement is next subject to renewal in
2022.
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ANNUAL REPORT
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For the year ended 30 June 2018
DIRECTORS’ STATEMENT
OF RESPONSIBILITY
We present the financial statements for Marlin Global Limited for the year ended 30 June 2018.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the
Company as at 30 June 2018 and its financial performance and cash flows for the year ended on that date.
We have ensured that the accounting policies used by the Company comply with generally accepted
accounting practice in New Zealand and believe that proper accounting records have been kept. We have
ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.
We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and
detect fraud and other irregularities.
The Marlin board authorised these financial statements for issue on 20 August 2018.
Alistair Ryan Carmel Fisher
Carol Campbell Andy Coupe
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FINANCIAL
STATEMENTS CONTENTS
37Statement of Comprehensive Income
38Statement of Changes in Equity
39Statement of Financial Position
40Statement of Cash Flows
41Notes to the Financial Statements
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3637
The accompanying notes form an integral part of these financial statements.
Notes 2018 2017
$000 $000
Interest income 40 31
Dividend income 767 808
Net changes in fair value of financial assets and liabilities2 25,787 19,455
Other income3 2,096 3
Total net income 28,690 20,297
Operating expenses4 (4,954) (3,880)
Operating profit before tax 23,736 16,417
Total tax benefit/(expense)5 86 (730)
Net operating profit after tax 23,822 15,687
Other comprehensive income 0 0
Total comprehensive income after tax 23,822 15,687
Basic earnings per share720.20c13.51c
Diluted earnings per share720.08c13.51c
STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED
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3637
STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED
Attributable to shareholders of the company
Notes
Share
Capital
(Accumulated
Deficits)/
Retained
Earnings
Tot al
Equity
$000$000 $000
Balance at 1 July 2016 10 8 ,13 8 (13,883)94,255
Comprehensive income
Profit for the year 0 15,687 15,687
Other comprehensive income 0 0 0
Total comprehensive income for the year ended 30 June 2017 0 15,687 15,687
Transactions with owners
Shares issued for warrants exercised6 1,13 9 0 1,13 9
Share buybacks6 (529) 0 (529)
Dividends paid6 0 ( 7, 9 14 ) ( 7, 9 14 )
New shares issued under dividend reinvestment plan6 2,896 0 2,896
Shares issued from treasury stock under dividend
reinvestment plan
6 392 0 392
Total transactions with owners for the year ended 30 June 2017 3,898 ( 7, 914) (4,016)
Balance at 30 June 2017 112 ,0 3 6 (6 ,110 ) 105,926
Comprehensive income
Profit for the year 0 23,822 23,822
Other comprehensive income 0 0 0
Total comprehensive income for the year ended 30 June 2018 0 23,822 23,822
Transactions with owners
Share buybacks6 ( 3 ,12 2) 0 ( 3 ,12 2)
Warrant issue costs6 (21) 0 (21)
Dividends paid6 0 (8,928) (8,928)
New shares issued under dividend reinvestment plan6 542 0 542
Shares issued from treasury stock under dividend
reinvestment plan
6 3 ,18 5 0 3 ,18 5
Total transactions with owners for the year ended 30 June 2018 584 (8,928) (8,344)
Balance at 30 June 2018 112 ,6 2 0 8,784 121,404
The accompanying notes form an integral part of these financial statements.
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STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2018
MARLIN GLOBAL LIMITED
Notes 2018 2017
$000 $000
SHAREHOLDERS' EQUITY6121,404105,926
Represented by:
ASSETS
Current Assets
Cash and cash equivalents10 4,287 4,865
Trade and other receivables8 173 150
Financial assets at fair value through profit or loss2 121,220 103,235
Current tax receivable5 192 0
Total Current Assets 125,872 108,250
Non-current Assets
Deferred tax asset5 208 0
Total Non-current Assets 208 0
TOTAL ASSETS 126,080 108,250
LIABILITIES
Current Liabilities
Financial liabilities at fair value through profit or loss 2 1,715 96
Current tax payable5 0 300
Trade and other payables 9 2,961 1,928
Total Current Liabilities 4,676 2,324
TOTAL LIABILITIES 4,676 2,324
NET ASSETS 121,404 105,926
These financial statements have been authorised for issue for and on behalf of the board by:
A B Ryan C A Campbell
Chair Chair of the Audit and Risk Committee
20 August 2018 20 August 2018
The accompanying notes form an integral part of these financial statements.
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STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED
Notes20182017
$000 $000
Operating Activities
Sale of investments 48,730 43,031
Interest received 40 32
Dividends received 782 818
Other income 2,038 0
Purchase of investments ( 3 9, 311) (38,560)
Operating expenses (3,912) (1,662)
Other expenses 0 (103)
Ta xe s pa id (613) (1,15 9 )
Net cash inflows from operating activities10 7,75 4 2,397
Financing Activities
Proceeds from warrants exercised 0 1,13 9
Warrant issue costs (21) 0
Share buybacks ( 3 ,16 0 ) (491)
Dividends paid (net of dividends reinvested) (5,201) (4,626)
Net cash outflows from financing activities (8,382) (3,978)
Net decrease in cash and cash equivalents held (628) (1,581)
Cash and cash equivalents at beginning of the year 4,865 6,321
Effects of foreign currency translation on cash balance 50 125
Cash and cash equivalents at end of the year10 4,287 4,865
The accompanying notes form an integral part of these financial statements.
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NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED
NOTE 1 BASIS OF ACCOUNTING
Reporting Entity
Marlin Global Limited (“Marlin” or “the company”) is listed on the NZX Main Board, is registered in
New Zealand under the Companies Act 1993 and is a FMC Reporting Entity under the Financial
Markets Conduct Act 2013.
The company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7
of the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand
Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS) as appropriate for profit-oriented entities, and
International Financial Reporting Standards (IFRS).
The financial statements have been prepared on the historical cost basis, as modified by the fair
valuation of certain assets as identified in specific accounting policies and in the accompanying
notes. The financial statements are presented in New Zealand dollars, rounded to the nearest one
thousand dollars.
The financial statements include GST where it is charged by other parties as it cannot be reclaimed.
Foreign Currency Transactions and Translations
Foreign currency transactions are converted into New Zealand dollars using exchange rates
prevailing at transaction date. Foreign currency assets and liabilities are translated into New Zealand
dollars using the exchange rates prevailing at the balance date.
Foreign exchange gains or losses relating to the financial assets and liabilities at fair value through
profit or loss are presented in the Statement of Comprehensive Income within “Net changes in fair
value of financial assets and liabilities”.
Foreign exchange gains and losses relating to cash and cash equivalents, trade and other
receivables, and trade and other payables are presented in the Statement of Comprehensive Income
within “Other income”.
Accounting Policies
Accounting policies that summarise the recognition and measurement basis used and are relevant
to an understanding of the financial statements, are provided throughout the notes to the financial
statements and are designated by a
symbol.
The accounting policies adopted have been consistently applied to all years presented, unless
otherwise stated. NZ IFRS 9: Financial Instruments is a standard relevant to the company which is
not yet effective and has not yet been applied in preparing the financial statements. Based on the
company’s assessment, NZ IFRS 9 is not expected to have a material impact on the classification
and measurement of the company’s financial assets. Minor changes are expected to disclosures
about the company’s financial assets, particularly in the year of adoption of the new standard.
There are no other accounting standards that have been issued but are not yet effective that are
expected to have a material impact on these financial statements.
Critical Judgements, Estimates and Assumptions
The preparation of financial statements requires the directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. Judgements are designated by a
j
symbol in the notes to the financial
statements. There were no material estimates or assumptions required in the preparation of these
financial statements.
Authorisation of Financial Statements
The Marlin board of directors authorised these financial statements for issue on 20 August 2018.
No party may change these financial statements after their issue.
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FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 2 INVESTMENTS
Investments are initially recognised at fair value and are subsequently revalued to reflect changes
in fair value. Net changes in the fair value of investments are recognised in the Statement of
Comprehensive Income.
Listed equity investments are classified as designated investment assets at fair value through profit
or loss. Forward foreign exchange contracts are classified as held for trading financial assets at fair
value through profit or loss.
Forward foreign exchange contracts can be used as economic hedges for equity investments
against currency risk. Therefore, they are accounted for on the same basis as those investments
and are recognised at their fair value.
All purchases and sales of investments are recognised at trade date, which is the date the
company commits to purchase or sell the investment and transaction costs are expensed as
incurred. When an investment is sold, any gain or loss arising on the sale is included in the
Statement of Comprehensive Income. Realised gains or losses are calculated as the difference
between the sale proceeds and the carrying amount of the item.
Dividend income from investments is recognised in the Statement of Comprehensive Income when
the company’s right to receive payments is established (ex-dividend date).
j
Marlin has classified all its investments at fair value through profit or loss. This designation on
inception is to provide more relevant information given that the investment portfolio is managed,
and performance evaluated, on a fair value basis, in accordance with a documented investment
strategy.
The fair value of listed equity investments traded in active markets are based on last sale prices
at balance date, except where the last sale price falls outside the bid-ask spread for a particular
investment, in which case the bid price will be used to value the investment.
The fair value of forward foreign exchange contracts is determined by using valuation techniques
based on spot exchange rates and forward points supplied by The World Markets Company PLC
via Thomson Reuters.
2018 2017
$000$000
Financial assets and liabilities at fair value through profit or loss
Financial Assets:
Investments designated at fair value through profit or loss
International listed equity investments121,19 4103,047
Financial assets at fair value through profit or loss - held for trading
Forward foreign exchange contracts26188
Total financial assets at fair value through profit or loss121,220103,235
Financial Liabilities:
Financial liabilities at fair value through profit or loss - held for trading
Forward foreign exchange contracts 1,71596
Total financial liabilities at fair value through profit or loss 1,71596
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NOTE 2 INVESTMENTS CONTINUED
2018 2017
$000$000
Net changes in fair value of financial assets and liabilities
Investments designated at fair value through profit or loss
International equity investments 21,99219,775
Foreign exchange gains/(losses) on equity investments 7,16 2(2,077)
Total gains on designated financial assets 2 9,15 417,6 9 8
Investments at fair value through profit or loss - held for trading
(Losses)/gains on forward foreign exchange contracts(3,367)1,757
Total (losses)/gains on financial assets and liabilities held for
trading
(3,367)1,757
Net changes in fair value of financial assets and liabilities25,78719,455
The fair value of thirteen stocks was determined using the bid price (2017: eight stocks).
The notional value of forward foreign exchange contracts held at 30 June 2018 was $49,287,240
(30 June 2017: $40,740,999).
Investments recognised at fair value are categorised according to a fair value hierarchy that shows
the extent of judgement used in determining their fair value. Where unadjusted quoted prices
are used, the investments are categorised as Level 1. When inputs derived from quoted prices
are used, the investments are categorised as Level 2 and, if inputs are not based on observable
market data they are categorised as Level 3.
j
All equity investments held by Marlin are categorised as Level 1 and all forward foreign exchange
contracts are classified as Level 2 in the fair value hierarchy.
There were no financial instruments classified as Level 3 at 30 June 2018 (30 June 2017: none).
NOTE 3 OTHER INCOME
2018 2017
$000$000
GST refund (note 11)1,86 00
Foreign exchange gains on cash and cash equivalents2363
Total other income2,0963
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NOTE 4 OPERATING EXPENSES
2018 2017
Management fee (note 11) 1,468 1,453
Performance fee (note 11) 2,713 1,645
Administration services (note 11) 159 159
Directors' fees (note 11) 132 144
Brokerage 138 103
Custody and accounting fees 92 138
Investor relations and communications 92 93
NZX fees 41 42
Professional fees 43 37
Auditor's fees:
Statutory audit and review of financial statements 35 33
Non-assurance services
1
5 2
Regulatory fees 9 3
Other operating expenses 27 28
Total operating expenses 4,954 3,880
1
Non-assurance services relate to agreed upon procedures performed in respect of the performance fee
calculation. No other fees were paid to the auditor during the year (2017: nil).
NOTE 5 TA X ATION
Marlin is a Portfolio Investment Entity (“PIE”) for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted at balance date, and any
adjustment to tax payable in respect of previous years. Current tax for current and prior periods
is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax (if
any) is recognised as the differences between the carrying amounts of assets and liabilities in the
financial statements and the amounts used for taxation purposes. A deferred tax asset is only
recognised to the extent it is probable it will be utilised.
2018 2017
$000$000
Taxation expense is determined as follows:
Operating profit before tax 23,73616,417
Non-taxable realised gain on financial assets and liabilities (19,466)(10,877)
Non-taxable unrealised gain on financial assets and liabilities (9,688)(6,821)
Fair Dividend Rate income 5,3054,568
Exempt dividends subject to Fair Dividend Rate (764)(816)
Non-deductible expenses and other 573136
Prior period adjustment (2)0
Taxable (loss)/income (306)2,607
Tax at 28% (86)730
Taxation expense comprises:
Current tax 121730
Deferred tax (206)0
Prior period adjustment (1)0
Total tax (benefit)/expense (86)730
FOR THE YEAR ENDED 30 JUNE 2018
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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NOTE 5 TAXATION CONTINUED
2018 2017
$000$000
Current tax balance
Opening balance(300)(729)
Current tax movements(121)(723)
Ta x pa id6131,15 9
Credits used0(7)
Current tax receivable/(payable)192(300)
Deferred tax balance
Opening balance 0 0
Current year losses 206 0
Other 2 0
Deferred tax asset 208 0
j
A deferred tax asset has been recognised as it is probable that future tax profits will be available to
utilise the loss.
Imputation credits
The imputation credits available for subsequent reporting periods total $1,105 (2017: $304,435). This
amount represents the balance of the imputation credit account at the end of the reporting period,
adjusted for imputation credits that will arise from the receipt of dividends recognised as a receivable
at 30 June 2018.
NOTE 6 SHAREHOLDERS’ EQUITY
Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares and warrants are shown in equity as a deduction.
When shares are acquired by the company, the amount of consideration paid is recognised directly
in equity. Acquired shares are classified as treasury stock and presented as a deduction from
share capital. When treasury stock is subsequently sold or reissued, the cost of treasury stock is
reversed and the realised gain or loss on sale or reissue, net of any directly attributable incremental
transaction costs, is recognised within share capital.
Marlin has 119,304,538 fully paid ordinary shares on issue (2017: 118,431,288). All ordinary shares
rank equally and have no par value. All shares carry an entitlement to dividends and one vote is
attached to each fully paid ordinary share.
Buybacks
Marlin maintains an ongoing share buyback programme. As at 30 June 2018, Marlin had acquired
3,781,447 (2017: 678,997) shares under the programme which allows up to 5% of the ordinary shares
on issue (as at the date 12 months prior to the acquisition) to be acquired. Shares acquired under the
buyback programme are held as treasury stock and subsequently reissued to shareholders under
the dividend reinvestment plan. There was no treasury stock held at balance date (2017: 165,681
shares held as treasury stock).
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FOR THE YEAR ENDED 30 JUNE 2018
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 6 SHAREHOLDERS’ EQUITY CONTINUED
Warrants
On 2 May 2018, 29,684,140 new Marlin warrants were allotted and quoted on the NZX Main Board on
3 May 2018. One new warrant was issued to all eligible shareholders for every four shares held on
record date (1 May 2018). The warrants are exercisable at $0.83 per warrant, adjusted down for
dividends declared during the period up to the exercise date of 12 April 2019. Warrant holders can
elect to exercise some or all of their warrants on the exercise date subject to a minimum exercise of
500 warrants.
On 14 July 2015, 27,546,716 Marlin warrants were allotted and quoted on the NZX Main Board on
15 July 2015. On 5 August 2016, 1,419,270 warrants were exercised at $0.81 per warrant and the
remaining 26,127,446 warrants lapsed.
Dividends
Dividend distributions to the company’s shareholders are recognised as a liability in the financial
statements in the period in which the dividends are declared by the Marlin board.
Marlin has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid
during the year comprised:
2018
$000
Cents per
share
2017
$000
Cents per
share
29 Sep 20172,15 61.8330 Sep 20161, 9741.72
22 Dec 20172,19 01.8722 Dec 20161,9911.72
29 Mar 20182,2661.9331 Mar 20171,9391.66
29 Jun 20182,3161.9 629 Jun 20172,0101.71
8,9287.597, 9146.81
Dividend Reinvestment Plan
Marlin has a dividend reinvestment plan which provides shareholders with the option to reinvest all
or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-day volume
weighted average share price from the date the shares trade ex-entitlement. During the year ended
30 June 2018, 4,654,697 ordinary shares (2017: 4,321,386 ordinary shares) were issued in relation
to the plan for the quarterly dividends paid. To participate in the dividend reinvestment plan, a
completed participation notice must be received by Marlin before the next record date.
NOTE 7 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
company by the weighted average number of ordinary shares on issue during the year. Diluted
earnings per share assumes conversion of all dilutive potential ordinary shares in determining the
denominator.
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NOTE 7 EARNINGS PER SHARE CONTINUED
2018 2017
Basic earnings per share
Profit attributable to owners of the company ($'000)23,82215,687
Weighted average number of ordinary shares on issue net of treasury stock ('000) 117, 9 5 9116 ,112
Basic earnings per share20.20c13.51c
Diluted earnings per share
Profit attributable to owners of the company ($'000)23,82215,687
Weighted average number of ordinary shares on issue net of treasury stock ('000) 117, 9 5 9116 ,112
Diluted effect of warrants on issue ('000)6530
118 , 612116 ,112
Diluted earnings per share20.08c13.51c
NOTE 8 TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as loans and receivables and are initially recognised at fair
value, and subsequently measured at amortised cost less any provision for impairment. Receivables are
assessed on a case-by-case basis for impairment.
j
The fair value of trade and other receivables is equivalent to their carrying amount.
2018 2017
$000$000
Interest receivable04
Dividends receivable923
Other receivables and prepayments164123
Total trade and other receivables173150
NOTE 9 TRADE AND OTHER PAYABLES
Trade and other payables are classified as other financial liabilities and are initially recognised at fair
value, and subsequently measured at amortised cost.
j
The fair value of trade and other payables is equivalent to their carrying amount.
2018 2017
$000$000
Related party payable (note 11)2,8561,788
Other payables and accruals105102
Share buyback payable038
Total trade and other payables2,9611,928
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MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 10 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents
Cash and cash equivalents are classified as loans and receivables and comprise cash on deposit
at banks and short-term money market deposits.
2018 2017
$000$000
Cash - New Zealand dollars 1,487 2,206
Cash - International currency 2,800 2,659
Cash and Cash Equivalents 4,287 4,865
Reconciliation of Net Operating Profit after Tax to Net Cash Flows
from Operating Activities
Net operating profit after tax 23,822 15,687
Items not involving cash flows:
Unrealised gains on cash and cash equivalents (50) (125)
Unrealised gains on revaluation of investments (7,906) (6,567)
( 7, 9 5 6 ) (6,692)
Impact of changes in working capital items
Increase in trade and other payables 1,033 173
(Increase)/decrease in trade and other receivables (23) 588
Change in current and deferred tax (700) (429)
310 332
Items relating to investments
Amount paid for purchases of investments ( 3 9, 311) (38,560)
Amount received from sales of investments 48,730 43,031
Realised gains on investments ( 17, 8 7 9 ) (12,887)
Increase in unsettled purchases of investments 0 1,578
Decrease in unsettled sales of investments 0 (54)
(8,460) (6,892)
Other
Decrease/(increase) in share buybacks payable 38 (38)
38 (38)
Net cash inflows from operating activities 7,75 4 2,397
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NOTE 11 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant
influence over the other party in making financial or operational decisions.
Transactions with related parties
The Manager of Marlin is Fisher Funds Management Limited (“Fisher Funds” or “the Manager”). Fisher
Funds is a related party by virtue of the Management Agreement and having a director in common. In
return for the performance of its duties as Manager, Fishers Funds is paid the following fees:
(i) Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and
payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the
Manager’s interests with those of the Marlin shareholders. For every 1% underperformance (relative
to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by 0.1%,
subject to a minimum 0.75% per annum management fee.
(ii) Performance fee: Fisher Funds may earn an annual performance fee of 15% (plus GST) of
excess returns over and above the performance fee hurdle return (being the change in the NZ 90 Day
Bank Bill Index plus 5%) subject to achieving the High Water Mark (“HWM”).
The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset
value per share (after adjustment for capital changes and distributions) at the end of any previous
calculation period in which a performance fee was payable, multiplied by the number of shares on
issue at the end of the period.
In accordance with the terms of the Management Agreement, when a performance fee is earned it is
paid within 30 days of the balance date and, subject to all regulatory requirements, the Manager will
use 25% of the performance fee to acquire shares in Marlin on-market within 90 days of receipt of the
performance fee.
Performance fees paid to the Manager are recognised as an expense in the Statement of
Comprehensive Income in line with a typical operating expense.
At 30 June 2018 the Manager had achieved a return in excess of the performance fee hurdle return
and the HWM. For the year ended 30 June 2018, excess returns of $17,818,934 (2017: $11,267,111)
were generated and the net asset value per share before the deduction of a performance fee was
$1.02 (2017: $0.90), which exceeded the HWM after adjustment for capital changes and distributions
of $0.83 (2017: $0.82). Accordingly, the company has expensed a performance fee of $2,712,933
(including GST) for the year ended 30 June 2018 (30 June 2017: $1,645,381).
(iii) Administration fee: Fisher Funds provides corporate administration services and a fee is
payable monthly in arrears.
2018 2017
$000$000
Fees earned and payable:
Fees earned by the Manager for the year ending 30 June
Management fees 1,468 1,453
Performance fees 2,713 1,645
Administration services 159 159
Total fees earned by the Manager 4,340 3,257
Fees payable to the Manager at 30 June
Management fees 130 130
Performance fees 2,713 1,645
Administration services 13 13
Total fees payable to the Manager 2,856 1,788
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MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 11 RELATED PARTY INFORMATION CONTINUED
Investments by the Manager
The Manager held shares in, and received dividends from, the company at 30 June 2018 which total
1.08% of the total shares on issue (2017: 0.69%) and 1.07% of the total warrants on issue (2017: n/a).
Investment transactions with related parties
Off-market transactions between Marlin and other funds managed by Fisher Funds take place for
the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are
conducted after the market has closed at last sale price (on an arm’s length basis). Purchases for the
year ended 30 June 2018 totalled $nil (2017: $nil) and sales totalled $488,980 (2017: $nil).
GST Refund
Fisher Funds historically charged Marlin GST at the standard GST rate on the provision of investment
services. Last year the Inland Revenue Department (“IRD”) confirmed that the lower GST fund manager
rate of 1.5% could be charged to Marlin (and this rate has been applied since 1 August 2017).
During April 2018, Marlin received from Fisher Funds $1,875,253, being a refund of overcharged GST of
$1,747,301 plus use of money interest (“UOMI”) of $127,952 on the provision of investment services to
Marlin for the eight year period from 1 August 2009 to 31 July 2017.
In the Statement of Comprehensive Income, the portion of the GST refund relating to historical years
of $1,731,576 and UOMI of $127,952, which totals $1,859,528, has been recognised as other income,
with the balance of $15,726 relating to the current year recognised as a reduction in management fee
expense. The GST refund and UOMI was excluded from the performance fee calculation as it was not
generated by investment activity.
Directors
The directors of Marlin are the only key management personnel and they earn a fee for their services.
The directors’ fee pool is $125,000 (plus GST if any) per annum. The amount paid to directors is
disclosed in note 4 under directors’ fees (currently only independent directors earn a director’s fee).
The directors also held shares in the company at 30 June 2018 which total 0.71% of total shares on
issue (30 June 2017: 0.43% of the total shares on issue) and 0.70% of total warrants on issue (30 June
2017: n/a). Dividends were also received by the directors as a result of their shareholding.
NOTE 12 FINANCIAL RISK MANAGEMENT
The company is subject to a number of financial risks which arise as a result of its investment activities,
including market risk, credit risk and liquidity risk.
The Management Agreement between Marlin and Fisher Funds details permitted investments. Financial
instruments currently recognised in the financial statements also comprise cash and cash equivalents,
forward foreign exchange contracts, trade and other receivables and trade and other payables.
Market Risk
All equity investments present a risk of loss of capital, often due to factors beyond the company’s
control such as competition, regulatory changes, commodity price changes and changes in general
economic climates domestically and internationally. The Manager moderates this risk through careful
stock selection and diversification, daily monitoring of the market positions and regular reporting to the
board of directors. In addition, the Manager has to meet the criteria of authorised investments within the
prudential limits defined in the Management Agreement.
The country in which Marlin’s exposure is 10% or greater of the portfolio is the United States 73% (2017:
United States 62%).
The maximum market risk resulting from financial instruments is determined as their fair value.
Price Risk
Price risk is the risk of gains or losses from changes in the market price of investments. The company is
exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. There were no
companies individually comprising more than 10% of Marlin’s total assets at 30 June 2018 (30 June 2017:
none).
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NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
Market Risk (continued)
Interest Rate Risk
Interest rate risk is the risk of movements in interest rates. Surplus cash is held in interest bearing
foreign currency and New Zealand bank accounts. The company is therefore exposed to the risk of
gains or losses or changes in interest income from movements in both international and New Zealand
interest rates. There is no hedge against the risk of movements in interest rates.
Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because
of changes in foreign exchange rates. The company holds assets denominated in international
currencies and it is therefore exposed to currency risk as the value of cash held in international
currencies will fluctuate with changes in the relative value of the New Zealand dollar. The company
mitigates this risk by entering into forward foreign exchange contracts as and when the Manager
deems it appropriate. At any time during the year the portfolio may be hedged by an amount deemed
appropriate by the Manager.
Sensitivity Analysis
The table below summarises the impact on net operating profit after tax and shareholders’ equity to
reasonably possible changes arising from market risk exposure at 30 June as follows:
2018 2017
$000$000
Price risk
1
Investments designated at fair value (listed)Carrying value121,19 4103,047
Impact of a 10% change in market prices: +/- 12,11910,305
Interest rate risk
2
Cash and cash equivalentsCarrying value4,2874,865
Impact of a 1% change in interest rates: +/- 4349
Currency risk
3
Cash and cash equivalentsCarrying value2,8002,659
Impact of a +10% change in exchange rates(255)(242)
Impact of a -10% change in exchange rates311296
Investments designated at fair value (listed)Carrying value121,19 4103,047
Impact of a +10% change in exchange rates(11, 018 )(9,367)
Impact of a -10% change in exchange rates13,46611, 4 5 0
Financial assets and liabilities held for tradingCarrying value(1,689)92
Impact of a +10% change in exchange rates4,481(2, 217 )
Impact of a -10% change in exchange rates(5,476)2,708
Net foreign currency payables/receivablesCarrying value 11023
Impact of a +10% change in exchange rates(10)(2)
Impact of a -10% change in exchange rates123
1
A variable of 10% was selected for price risk as this is a reasonably expected movement based on historic
trends in equity prices.
2
A variable of 1% was selected as this is a reasonably expected movement based on past overnight cash rate
movements. The percentage movement for the interest rate sensitivity relates to an absolute change in the
interest rate rather than a percentage change in interest rate.
3
A variable of 10% was selected as this is a reasonably expected movement based on historic trends in
exchange rate movements.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
Market Risk (continued)
Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the company. In the normal course of its business, the company is exposed to credit risk from
transactions with its counterparties.
Other than cash at bank and short-term unsettled trades, there are no significant concentrations of
credit risk. The company does not expect non-performance by counterparties, therefore no collateral
or security is required.
Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions in
listed securities are paid for on delivery according to standard settlement instructions. The company
invests cash with banks registered in New Zealand and internationally which carry a minimum short-
term credit rating of S&P A-1+ (or equivalent).
The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the
Statement of Financial Position.
Liquidity Risk
Liquidity risk is the risk that the assets held by the company cannot readily be converted to cash in
order to meet the company’s financial obligations as they fall due. The company endeavours to invest
the proceeds from the issue of shares in appropriate investments while maintaining sufficient liquidity
(through daily cash monitoring) to meet working capital and investment requirements.
Liquidity to fund investment requirements can be augmented through the procurement of a debt
facility from a registered bank to a maximum value of 20% of the gross asset value of the company.
There were no such debt facilities at 30 June 2018 (2017: nil).
Capital Risk Management
The company’s objective is to prudently manage shareholder capital (share capital, reserves, retained
earnings and borrowings (if any)).
In order to maintain or adjust the capital structure, the company may adjust the amount of dividends
paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares and
secure borrowings in the short-term.
The company was not subject to any externally imposed capital requirements during the year.
Since announcing a long-term distribution policy in August 2010, the company continues to pay 2% of
average net asset value each quarter.
NOTE 13 NET ASSET VALUE
The audited net asset value per share of Marlin as at 30 June 2018 was $1.02 (30 June 2017: $0.89),
calculated as the net assets of $121,403,922 divided by the number of shares on issue of 119,304,538.
NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES
There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2018
(2017: nil).
NOTE 15 FINANCIAL REPORTING BY SEGMENTS
The company operates in a single operating segment, being international financial investment.
There has been no change to the operating segment during the year.
NOTE 16 SUBSEQUENT EVENTS
The Board declared a dividend of 2.05 cents per share on 20 August 2018. The record date for this
dividend is 13 September 2018 with a payment date of 28 September 2018.
There were no other events which require adjustment to or disclosure in these financial statements.
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PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Marlin Global Limited’s financial statements comprise:
the statement of financial position as at 30 June 2018;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Marlin Global Limited (the Company), present fairly, in all
material respects, the financial position of the Company as at 30 June 2018, its financial performance
and its cash flows for the year then ended in accordance with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) ISAs
(NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of
our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out other services for the Company including agreed upon procedures in relation to
the performance fee calculation. The provision of these other services has not impaired our
independence.
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Marlin Global Limited’s financial statements comprise:
the statement of financial position as at 30 June 2018;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Marlin Global Limited (the Company), present fairly, in all
material respects, the financial position of the Company as at 30 June 2018, its financial performance
and its cash flows for the year then ended in accordance with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) ISAs
(NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of
our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out other services for the Company including agreed upon procedures in relation to
the performance fee calculation. The provision of these other services has not impaired our
independence.
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PwC 6
Our audit approach
Overview
An audit is designed to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
Overall materiality: $607,000, which represents approximately 0.5% of net
assets. We used this benchmark because, in our view, this is an appropriate
benchmark for a Fund.
We agreed with the Audit and Risk Committee that we would report to them
misstatements identified during our audit above $56,000 as well as
misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
Because of the significance of the investments to the financial statements, we
have determined that there is one key audit matter: valuation and existence of
investments designated at fair value through profit or loss.
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Company materiality for the financial statements as a whole as set out above.
These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in the aggregate on the financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the financial statements and
our application of materiality. As in all of our audits, we also addressed the risk of management
override of internal controls including among other matters, consideration of whether there was
evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements as a whole, taking into account the structure of the Company, the
type of investments held by the Company, the use of third party service providers, the accounting
processes and controls, and the industry in which the Company operates.
The Directors are responsible for the governance and the control activities of the Company. The
Directors have delegated certain responsibilities to Fisher Funds Management Limited (the
Investment Manager) and Trustees Executors Limited (the Administrator). The Company has also
appointed Trustees Executors Limited (the Custodian) to act as Custodian of the Company’s
investments.
In establishing our overall audit approach we assessed the risk of material misstatement, taking into
account the nature, likelihood and potential magnitude of any misstatement. As part of our risk
assessment, we considered the Company’s interaction with the Investment Manager and
Administrator and the control environment in place at the Administrator and the Custodian.
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PwC 7
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: valuation and existence of investments designated at fair value through profit or
loss. The matter was addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on the matter.
Key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
designated at fair value through profit or loss
Investments designated at fair value through
profit or loss (the Investments) are valued at
$121.2 million and represent 96% of total
assets.
Further disclosures on the Investments are
included at note 2 to the financial statements.
This was an area of focus for our audit and the
area where significant audit effort was
directed.
As at 30 June 2018, all Investments are in
companies that are listed on stock exchanges
outside of New Zealand and Australia and are
actively traded with readily available, quoted
market prices. The market prices are quoted in
foreign currencies, which are then translated to
New Zealand dollars using the applicable
exchange rate at 30 June 2018.
All Investments are held by the Custodian on
behalf of the Company and administered by
the Administrator.
Our audit procedures included updating our
understanding of the business processes employed by
the Company for accounting for, and valuing, their
investment portfolio.
We obtained confirmation from the Custodian that
the company was the registered owner of all recorded
investments.
Our procedures also included obtaining the
Administrator’s and Custodian’s Internal Controls
Report for Custody, Investment Accounting and
Registry services for the periods ended 30 September
2017 and 31 March 2018. The Administrator and
Custodian have confirmed that there has been no
material change to their control environment in the
period from 1 April 2018 to 30 June 2018.
Our audit procedures over the valuation of the
Investments included agreeing the price for all
Investments held at 30 June 2018, and the exchange
rate at which they have been converted from the
foreign currency to New Zealand dollars, to
independent third party pricing sources. We had no
matters arising from the procedures performed.
Information other than the financial statements and auditor’s report
The Directors are responsible for the annual report. The annual report is expected to be made available
to us after the date of this auditor's report.
Our opinion on the financial statements does not cover the other information included in the annual
report and we do not and will not express any form of assurance conclusion on the other information.
In connection with our audit of the financial statements, our responsibility is to read the other
information when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to the Directors.
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PwC 8
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ ) and ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.
For and on behalf of:
Chartered Accountants Auckland
20 August 2018
PwC8
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparingthe financial statements, the Directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/
This description forms part of ourauditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.
For and on behalf of:
Chartered AccountantsAuckland
21 August 2017
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Spread of Shareholders as at 08 August 2018
Holding Range# of Shareholders# of Shares% of Total
1 to 99910742,5340.04
1,000 to 4,999328792,4420.67
5,000 to 9,9997114 , 5 8 7, 9 9 23.85
10,000 to 49,9991,77636,656,26230.72
50,000 to 99,99930719,958,03616.73
100,000 to 499,99922038,391,7183 2.17
500,000 +1918,875,55415.82
TOTAL3,468119, 3 0 4 , 5 3 8100%
20 Largest Shareholders as at 08 August 2018
Holder Name# of Shares% of Total
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>3 ,18 7, 4 6 22.67
ANTHONY JOHN SIMMONDS + MAUREEN SIMMONDS + HERON HILL
TRUSTEE COMPANY LIMITED <AJ & M SIMMONDS FAMILY A/C>
1,821,1481.52
HETTINGER NOMINEES LIMITED1,446,3451.21
FNZ CUSTODIANS LIMITED1,396,5481.17
ASB NOMINEES LIMITED <339992 A/C>1, 273 ,1421.07
THOMAS VINCENT BRIEN + JILLIAN MAUREEN BRIEN1, 0 6 2,18 80.89
ANTHONY JOHN SIMMONDS + MAUREEN SIMMONDS <AJ & M
SIMMONDS PARTNERSHIP A/C>
944,0430.79
CUSTODIAL SERVICES LIMITED <A/C 4>861,4220.72
BRYAN THOMAS SEDDON + DOROTHY EDITH ALLISON SEDDON800,0000.67
ZONDA TRUSTEES LIMITED7 9 7, 5 0 00.67
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>699,4000.59
GERARDUS VAN DEN BEMD6 5 7,7 2 00.55
RUSSELL IAN MOLLER6 25 ,10 00.52
PETER JOHN MOLLER + VICTOR ROSS ALEXANDER BEDFORD +
JEAN ELSPETH MOLLER <JEM FAMILY A/C>
595,7000.50
EDWARD ALLAN HUDSON586,5000.49
DONALYN KATHLEEN STANLEIGH GLOVER + KAY ADELA NIEPOLD
+ VERON ICA HOUSE LIMITED <GLOVER INVESTMENT A/C NO 1>
543,6270.46
WILLIAM FRANCIS GLOVER + VERONICA HOUSE LIMITED + KAY
ADELA NIEPOLD <GLOVER INVESTMENT A/C NO 2>
543,6270.46
JOHN HASTIE + ERICA DAWNE HASTIE525,0000.44
LEVERAGED EQUITIES FINANCE LIMITED509,0820.43
B A & M MASSEY TRUSTEES LIMITED464,3870.39
TOTAL19,339,94116.21
SHAREHOLDER INFORMATION
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SHAREHOLDER INFORMATION CONTINUED
Spread of Warrant Holders as at 08 August 2018
Holding Range# of Warrant Holders# of warrants% of Total
1 to 99934119 5 ,74 90.66
1,000 to 4,9991,6 0 83,956,01313.33
5,000 to 9,9996694,334,92014.6 0
10,000 to 49,9995259,965,90133.58
50,000 to 99,999593,941,58513.28
100,000 to 499,999315,210,92417. 5 5
500,000 +32,079,0487. 0 0
TOTAL3,23629,684,140100%
20 Largest Warrant Holders as at 08 August 2018
Holder Name# of Warrants% of Total
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>8 6 7, 9 7 02.92
ANTHONY JOHN SIMMONDS + MAUREEN SIMMONDS + HERON HILL
TRUSTEE COMPANY LIMITED <AJ & M SIMMONDS FAMILY A/C>
694,0042.34
FNZ CUSTODIANS LIMITED517, 0 741.74
HETTINGER NOMINEES LIMITED353,3161.19
ASB NOMINEES LIMITED <339992 A/C>318,2861.07
JENNIFER GAYE SIMPSON25 6 ,7 740.87
THOMAS VINCENT BRIEN + JILLIAN MAUREEN BRIEN2 3 7, 2 6 20.80
ANTHONY JOHN SIMMONDS + MAUREEN SIMMONDS <AJ & M
SIMMONDS PARTNERSHIP A/C>
230,6130.78
COLIN HUGH NOTLEY + JAN MARIE NOTLEY <ALPINE CHATEAU A/C>220,0000 .74
LEVERAGED EQUITIES FINANCE LIMITED209,9390.71
CUSTODIAL SERVICES LIMITED <A/C 4>200,2290.68
RONALD BRUCE MACINTYRE200,0000.67
BRYAN THOMAS SEDDON + DOROTHY EDITH ALLISON SEDDON200,0000.67
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>174, 8 5 00.59
ROGER WILLIAM CLARK16 2,1510.55
ROSS SINCLAIR QUAYLE161,5780.54
GERARDUS VAN DEN BEMD160,6690.54
KINRICH HOLDINGS LIMITED160,0000.54
RUSSELL IAN MOLLER152,7010.51
PETER JOHN MOLLER + VICTOR ROSS ALEXANDER BEDFORD +
JEAN ELSPETH MOLLER <JEM FAMILY A/C>
145,5190.49
TOTAL5,622,93518.94
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Directors’ Relevant Interests in Equity Securities as at 30 June 2018
STATUTORY INFORMATION
Interests Register
Marlin is required to maintain an interests register in which the particulars of certain transactions and matters
involving the directors must be recorded. The interests register for Marlin is available for inspection at its registered
office. Particulars of entries in the interests register as at 30 June 2018 are as follows:
Ordinary SharesWarrants
Held
Directly
Held by Associated
Persons
Held
Directly
Held by Associated
Persons
A B Ryan
(1)
60,44814,767
C M Fisher
(2)
699,400174, 8 5 0
C A Campbell
(3)
45,33511, 075
R A Coupe
(4)
31,4517, 6 8 3
(1) A B Ryan purchased 6,303 shares on market in the year ended 30 June 2018 as per the Marlin share purchase plan
(purchase price $0.79). A B Ryan received 5,377 shares in the year ended 30 June 2018, issued under the dividend
reinvestment plan (average issue price $0.81). A B Ryan was issued 14,767 warrants in the year ended 30 June 2018.
(2) Associated persons of C M Fisher purchased 300,000 shares on market in the year ended 30 June 2018. Associated
persons of C M Fisher were issued 174,850 warrants in the year ended 30 June 2018.
(3) C A Campbell purchased 4,727 shares on market in the year ended 30 June 2018 as per the Marlin share purchase plan
(purchase price $0.79). C A Campbell received 4,033 shares in the year ended 30 June 2018, issued under the dividend
reinvestment plan (average issue price $0.81). C A Campbell was issued 11,075 warrants in the year ended 30 June 2018.
(4) R A Coupe purchased 4,727 shares on market in the year ended 30 June 2018 as per the Marlin share purchase plan
(purchase price $0.79). R A Coupe received 2,797 shares in the year ended 30 June 2018, issued under the dividend
reinvestment plan (average issue price $0.81). R A Coupe was issued 7,683 warrants in the year ended 30 June 2018.
Directors’ Indemnity and Insurance
Marlin has arranged directors’ and officers’ liability insurance covering directors acting on behalf of Marlin. Cover
is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful acts
committed while acting for Marlin. The types of acts that are not covered include dishonest, fraudulent, malicious
acts or omissions, wilful breach of statute or regulations.
Marlin has granted an indemnity in favour of all current and future directors of the Company in accordance with its
constitution.
Directors Holding Office
Marlin’s directors as at 30 June 2018 were:
• A B Ryan (Chair)
• C M Fisher
• C A Campbell
• R A Coupe
During the year, there were no appointments to the board.
In accordance with the Marlin Global constitution, at the 2017 Annual Shareholders’ Meeting, Andy Coupe retired
by rotation and being eligible was re elected. Carol Campbell retires by rotation at the 2018 Annual Shareholders’
Meeting and being eligible, offers herself for re-election.
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STATUTORY INFORMATION CONTINUED
Directors’ Relevant Interests
The following are relevant interests of Marlin Global’s directors as at 30 June 2018:
A B RyanKingfish LimitedChair
Barramundi Limited Chair
Christchurch Casinos LimitedDirector
Metlifecare LimitedDirector
Evolve Education Group LimitedChair
Audit Oversight CommitteeMember
Kiwibank LimitedDirector
C M Fisher Kingfish LimitedDirector
Barramundi LimitedDirector
NZTE LimitedDirector
Fisher Funds Management LimitedDirector
C A CampbellKingfish LimitedDirector
Barramundi LimitedDirector
T&G Insurance LimitedDirector
Hick Bros Civil Construction Limited & associated companies Director
Woodford Properties LimitedDirector
alphaXRT LimitedDirector
New Zealand Post LimitedDirector
NZME LimitedDirector
Key Assets NZ LimitedDirector
Kiwibank LimitedDirector
Nica Consulting LimitedDirector
NPT LimitedDirector
Key Assets FoundationTrustee
Cord Bank LimitedDirector
Bankside Chambers LtdDirector
Chubb Insurance New Zealand LimitedDirector
R A CoupeKingfish LimitedDirector
Barramundi LimitedDirector
New Zealand Takeovers PanelChair
Coupe Consulting LimitedDirector
Farmright LimitedChair
Gentrack Group LimitedDirector
Briscoe Group Limited Director
Television New Zealand LimitedDeputy Chair
Auditor’s Remuneration
During the 30 June 2018 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers New Zealand.
$000
Statutory audit and review of financial statements35
Non assurance services5
PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under the
Auditor Regulation Act 2011.
Donations
Marlin Global did not make any donations during the year ended 30 June 2018.
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Net Asset Value (NAV)
The NAV per share represents the market value of the total assets of Marlin (investments and cash) less any
liabilities (expenses and tax), divided by the number of shares on issue. The NAV is calculated at the close of
business each Wednesday and at month end. The NAV is reviewed by PwC at interim period end and audited at the
end of each financial year. The NAV is announced to the NZX each Thursday and at month end.
This metric is useful as it reflects the underlying value of the investment portfolio.
Adjusted Net Asset Value (Adjusted NAV)
The adjusted NAV per share represents the total assets of Marlin (investments and cash) minus any liabilities
(expenses and tax) divided by the number of shares on issue and adds back dividends paid to shareholders and
adjusts for the impacts of shares issued under the dividend reinvestment plan at the discounted reinvestment price,
shares bought off the market (share buy-backs) at a price different to the NAV and warrants exercised at a price
different to the NAV at the time exercised.
Adjusted NAV assumes all dividends are reinvested in the company’s dividend reinvestment plan and excludes
imputation credits.
This metric is useful as it reflects the underlying performance of the investment portfolio adjusted for dividends,
share buy-backs and warrants, which are a capital allocation decisions and not a reflection of the portfolio’s
performance.
Adjusted NAV Return
The Adjusted NAV Return is the percentage change in Adjusted NAV and is calculated monthly, so the Adjusted
NAV Return for multi-month periods is the compounded monthly returns. The Adjusted NAV Return is the net return
to an investor after fees and tax.
The Adjusted NAV calculation and the Adjusted NAV Return are reviewed by an independent actuary at each interim
and annual reporting period.
Gross Performance Return
Gross Performance Return is an estimated investment return on a before tax and before expenses basis. It is
calculated monthly and is appropriate for assessing the Manager’s performance against an index or benchmark.
The monthly gross performance is calculated by adding together the interest, dividend income and investment
gains (or losses) generated by Marlin’s portfolio of investments over the month. The Gross Performance Return
represents the gross performance divided by Marlin’s opening asset value for the month plus the net cash flow for
the month, assuming it was paid mid-month. The result is expressed as a percentage. The Gross Performance
Return for multi-month periods are the compounded monthly returns.
The Gross Performance Return is used to compare the Manager’s performance against a benchmark index return
(which are also on a gross basis with no fees, costs or tax).
This metric reflects the Manager’s portfolio performance in terms of stock selection and hedging of currency
movements.
The Gross Performance Return is reviewed by an independent actuary at each interim and annual reporting period.
GLOS SARY
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Total Shareholder Return (TSR)
The TSR combines the share price performance, the warrant price performance (when warrants are on issue), the
net value of converting warrants into shares, and dividends paid to shareholders.
TSR assumes:
• all dividends paid are reinvested in the company’s dividend reinvestment plan at the discounted reinvestment
price and excludes imputation credits.
• all shareholders that have received warrants (for free), have subsequently exercised their warrants at the
warrant expiry date and bought shares (if they were in the money).
This metric is useful as it reflects the return of an investor who reinvests their dividends and, if in the money,
exercises their warrants at warrant maturity date for additional shares. No metric has been included for investors
who choose other investment options. The TSR is reviewed by an Independent Actuary at each Interim and Annual
reporting period.
Operating expense (OPEX) ratio
The OPEX ratio represents total expenses, excluding brokerage and tax, divided by Marlin’s average net asset value
for the period. The result is expressed as a percentage.
This metric is useful when comparing Marlin’s expenses to other investment vehicles.
The OPEX ratio may also be reported on an excluding performance fees basis.
The OPEX ratio is reviewed by an independent actuary at each annual reporting period.
Dividend return
The dividend return is calculated by dividing the dollar value of dividends paid per share by the opening share price.
This metric is useful as it indicates how much Marlin pays out in dividends each year relative to its share price.
The dividend return is reviewed by an independent actuary at each interim and annual reporting period.
GLOSSARY CONTINUED
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Registered Office
Marlin Global Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
Directors
Independent Directors
Alistair Ryan (Chair)
Carol Campbell
Andy Coupe
Director
Carmel Fisher
Corporate Manager
Wayne Burns
Manager
Fisher Funds Management
Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
Share Registrar
Computershare Investor
Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
A u c k l a n d 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
For more information
For enquiries about transactions, changes of address and dividend payments, contact the share registrar
above. Alternatively, to change your address, update your payment instructions and to view your investment
portfolio including transactions online, please visit: www.investorcentre.com/NZ
For enquiries about Marlin contact
Marlin Global Limited
Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 93502, Takapuna, Auckland 0740
Phone: +64 9 484 0365 | Fax: +64 9 489 7139 | Email: enquire@marlin.co.nz
Auditor
PricewaterhouseCoopers
New Zealand
Level 8
188 Quay Street
A u c k l a n d 1142
Solicitor
Bell Gully
Level 21
48 Shortland Street
Auckland 1010
Banker
ANZ Bank New Zealand Limited
23-29 Albert Street
Auckland 1010
Nature of Business
The principal activity of
Marlin is investment in
quality, growing companies
based outside New Zealand
and Australia.
The information contained in this annual report is provided for information purposes only and does not constitute an offer,
invitation, basis for a contract, financial advice, other advice or recommendation to conclude any transaction for the purchase
or sale of any security, loan or other instrument. In particular, the information contained in this annual report is not financial
advice for the purposes of the Financial Advisers Act 2008 and should not be relied upon when making an investment decision.
Professional financial advice from an authorised financial adviser should be taken before making an investment.
DIRECTORY
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2018
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SHAREHOLDER COMMUNICATIONS
Section 209C Notice
Electronic Annual Reports
Dear Shareholder,
We are pleased to advise that the Marlin Annual Report for the year ended 30 June 2018 is available on our website
at http://www.marlin.co.nz/investor-centre/reports-and-annual-meetings/. Future Annual Reports and Interim Reports
will be publically available from the same website.
Even though the Annual Report and Interim Report are available electronically, you can request that a printed copy of the
Annual Report and Interim Report (when available) be mailed to you free of charge by ticking the box below and returning
this form to Computershare in the enclosed reply paid envelope. If you make this request, we will send you a hard copy of
the Annual Report and Interim Report each year until you request us not to or you stop being a shareholder.
Keeping in touch online
We provide a number of communications to keep you informed as a Marlin shareholder: Monthly Updates, Quarter Update
Newsletters, Annual Meeting presentations, Annual Reports and Interim Reports. Each of these communications can be
found on our website www.marlin.co.nz under the heading Investor Centre.
You can choose to receive email notification of when the reports are available to view online by entering your email
address below and returning this form in the enclosed reply paid envelope; or fax to (09) 488 8787; or scan and email
to ecomms@computershare.co.nz
Alternatively, you can elect your preferences for shareholder communications online, by visiting
www.investorcentre.com/nz. Select ‘My profile’ and click on the ‘Update’ button on the communication preferences tile.
You will need your CSN or Holder Number and FIN to initially access Investor Centre and register your account. Once you
have registered your account you will access this service with your own User ID and Password.
Please remember that our website, www.marlin.co.nz, contains a lot of useful information, such as the weekly NAV,
current share price, portfolio performance, market announcements and key policies which is a resource established
for you as a shareholder. Please use the website, and if there is any additional information that you would find
valuable on the website don’t hesitate to let us know by emailing us at enquire@marlin.co.nz
If you have any questions about changing how you receive shareholder communications, please contact
Computershare using the contact details at the top of this form.
Provide your email address here
Yes, I’d like to receive all Marlin shareholder communications electronically. These communications include the
Annual and Interim Reports, payment advices, meeting documentation and any other company related
information which is appropriate to be sent electronically.
Update your information:
Yes, I would like to receive, free of charge, a printed copy of Marlin’s Annual and Interim Reports (when
available) each year.
Enquiries:
By Mail:
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142
Phone: +64 9 488 8777
Fax: +64 9 488 8787
Email: ecomms@computershare.co.nz
Online:
www.investorcentre.com/nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.