DGL – Annual Report 2018
WINNING
THE WORLD
OVER
DELEGAT GROUP LIMITED ANNUAL REPORT 2018
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Matt Seal outside
CONTENTS
Performance Highlights
Financial Highlights
Notice of Meeting
Executive Chairman’s Report
Managing Director’s Report
Board of Directors
Directors’ Responsibility
Statement
Statement of Financial
Performance
Statement of Other
Comprehensive Income
Statement of Changes in Equity
Statement of Financial Position
Statement of Cash Flows
Notes to the Financial
Statements
Independent Auditor’s Report
Corporate Governance
Other Disclosures
Directory
Notes
WINNING
THE
HEARTS
AND MINDS
OF SUPER
PREMIUM
WINE
LOVERS
AROUND
THE WORLD.
2
3
3
4
12
18
21
24
25
26
28
30
33
73
76
81
87
88
1. Operating Performance is a non-GA AP measure and as such does not have a standardised meaning prescribed by GA AP. It may therefore not
be comparable to non-GA AP measures presented by other entities.
PERFORMANCE HIGHLIGHTS 2018
Record global case sales
2,736,000
up 3%.
million, up 17%.
Record Operating NPAT
1
$44.9
Record Operating Revenue
million, up 8%.
$272.1
Strong cash flows from operations
million.
$ 57. 8
awarded in major international wine competitions.
GOLD MEDALS
Record number
DELEGAT ANNUAL REPORT 2018
PERFORMANCE HIGHLIGHTS
2
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The Annual Meeting of Shareholders will be held at 2pm on Tuesday 4 December 2018 at the SKYCITY Auckland
Convention Centre, 88 Federal Street, Auckland. This Annual Report is dated 24 August 2018 and is signed on behalf
of the Board by;
FINANCIAL HIGHLIGHTS 2018
NOTICE OF MEETING
JIM DELEGAT
EXECUTIVE CHAIRMAN
JOHN FREEMAN
MANAGING DIRECTOR
YEAR ENDED 30 JUNE20142015201620172018
Case Sales (000s)2,0312,2102,4112,6562,736
OPERATING PERFORMANCE
Operating Revenue
9
($m)190.2211.9242.7251.3272.1
Operating EBITDA
1,2
($m)64.470.073.081.189.6
Operating EBIT
3,4
($m)51.656.460.367.374.5
Operating EBIT % of Revenue27%27%25%27%27%
Operating NPAT
5,6
($m)30.933.736.238.544.9
Operating NPAT % of Revenue16%16%15%15%17%
REPORTED PERFORMANCE
Revenue ($m)193.0211.9247.3252.7272.1
EBITDA
1
($m)75.247.889.584.192.2
EBIT
3
($m)62.434.276.870.37 7.1
EBIT % of Revenue32%16%31%28%28%
NPAT
5
($m)38.717. 948.140.746.8
NPAT % of Revenue20%8%19%16%17%
EPS
8
38.3c17.7c47.6c40.2c46.3c
Net Assets
7
($m)235.7245.4280.0307.1343.2
Total Assets ($m)445.7520.2640.0658.8708.9
Notes:
1. EBITDA means earnings before interest, tax, depreciation and
amortisation.
2. Operating EBITDA means EBITDA before NZ IFRS fair value adjustments.
3. EBIT means earnings before interest and tax.
4. Operating EBIT means EBIT before NZ IFRS fair value adjustments.
5. NPAT means net profit after tax attributable to ordinary Shareholders.
6. Operating NPAT means NPAT before NZ IFRS fair value adjustments
after tax.
7. Net Assets means total assets less total liabilities.
8. EPS means earnings per share and is calculated on NPAT for the year
divided by the weighted average number of ordinary shares on issue.
The weighted average number of shares on issue was 101,080,000 in
2014 and 2015, and 101,130,000 in 2016, 2017 and 2018.
9. Operating Revenue is before fair value movements on derivative
instruments (if gains).
DELEGAT ANNUAL REPORT 2018
FINANCIAL HIGHLIGHTS
3
EXECUTIVE
CHAIRMAN’S
REPORT 2018
On behalf of the Board of Directors of Delegat
Group Limited, I am pleased to present its
operating and financial results for the year
ended 30 June 2018. Delegat continues
to achieve stand-out performance in the
global wine market and is well positioned for
substantial future sales growth.
Performance Highlights
• Record global case sales of 2,736,000,
up 3%.
• Record Operating NPAT of $44.9 million,
up 17% .
• Record Operating Revenue of $272.1
million, up 8%.
• Strong cash flows from operations of $57.8
million.
• Record number of Gold Medals awarded in
major international wine competitions.
The Group presents its financial statements
in accordance with the New Zealand
equivalents to International Financial
Reporting Standards (NZ IFRS).
To provide further insight into the Group’s
underlying operational performance, the
Group has also included in this report
an Operating Performance Report. This
Operating Performance Report excludes the
impact of fair value adjustments required
under NZ IFRS for grapes and derivative
instruments. As a fully integrated winemaking
and sales operation, Operating Profit
includes the fair value adjustment in respect
of grapes when packaged wine is sold rather
than on harvest of the grapes, and the fair
value adjustment on derivative instruments
“Delegat
continues to
achieve stand-out
performance in
the global wine
market and is
well positioned
for substantial
future sales
growth.”
JIM DELEGAT
EXECUTIVE CHAIRMAN
DELEGAT ANNUAL REPORT 2018 EXECUTIVE CHAIRMAN’S REPORT
4
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June 2018 June 2017 % change
NZ$ millions Actual Actual vs 2017
Operating Revenue
1
272.1 251.3 8%
Operating Gross Profit
2
146.6 134.0 9%
Operating Gross Margin 54% 53%
Operating Expenses
3
(72.1) (66.7) -8%
Operating EBIT
4
74.5 67.3 11%
Operating EBIT % of Revenue 27% 27%
Interest and Tax (29.6) (28.8) -4%
Operating NPAT
4
44.9 38.5 17%
Operating NPAT % of Revenue 17% 15%
Operating EBITDA
4
89.6 81.1 10%
Operating EBITDA % of Revenue 33% 32%
Notes:
1. Operating Revenue is before fair value movements on derivative instruments (if gains).
2. Operating Gross Profit is before the net fair value movements on biological produce (harvest adjustment) and the NZ IFRS adjustments
excluded in Note 1.
3. Operating Expenses are before fair value movements on derivative instruments (if losses).
4. Operating EBIT, EBITDA and NPAT are before any fair value adjustments.
TABLE 1
Operating Performance
when these foreign exchange contracts and interest rate swaps are realised.
The Group has included a reconciliation of Operating Profit to Reported Profit which eliminates
from each line in the Statement of Financial Performance all fair value adjustments
1
.
Operating Performance
A record operating NPAT of $44.9 million was generated compared to $38.5 million last year.
Operating EBIT of $74.5 million is $7.2 million higher than last year. Operating expenses (before
NZ IFRS adjustments) at $72.1 million are $5.4 million higher compared to last year.
Delegat achieved Operating Revenue of $272.1 million on global case sales of 2,736,000 in the
year. Revenue is up $20.8 million on last year, due to a 3% increase in global case sales, underlying
price, market and product changes, and the favourable impact of foreign exchange rate changes.
The Group’s case sales performance and foreign currency rates achieved are detailed in table 2.
NZ IFRS Fair Value Adjustments
In accordance with NZ IFRS the Group is required to account for certain assets at ‘fair value’
rather than at historic cost. All movements in these fair values are reflected in and impact the
Statement of Financial Performance. The Group records adjustments in respect of two significant
items at the year-end as detailed in table 3.
• Harvest Provision Release (Grapes) – Inventory is valued at market value, rather than costs
incurred, at harvest. Any fair value adjustment is excluded from Operating Performance for the
year by creating a Harvest Provision. This Harvest Provision is then released through Cost of Sales
1
Operating Performance is a non-GA AP measure and as such does not have a standardised meaning prescribed by GA AP. It may therefore not
be comparable to non-GAAP measures presented by other entities. The Executive Chairman and Managing Director’s Reports are read by the
auditors as part of their responsibilities in respect of other information as disclosed in their audit report.
DELEGAT ANNUAL REPORT 2018 EXECUTIVE CHAIRMAN’S REPORT
6
June 2018 June 2017 % change
Case Sales (000s) Actual Actual vs 2017
UK, Ireland and Europe 687 736 -7%
North America (USA and Canada) 1,250 1,135 10%
Australia, NZ and Asia Pacific 799 785 2%
Total Cases 2,736 2,656 3%
Foreign Currency Rates
GB£ 0.5312 0.5262 -1%
AU$ 0.9179 0.9374 2%
US$ 0.7075 0.7056 0%
CA$ 0.9034 0.9359 3%
TABLE 2
Case Sales
and Foreign
Currency
when inventory is sold in subsequent years. This represents the reversal of prior periods’ fair value
adjustments in respect of biological produce as finished wine is sold in subsequent years. In 2018,
the market value of the company grapes exceeded the costs incurred by $21.7 million (2017: $17.0
million). This write-up is higher than last year due to a combination of higher yields and higher
grape prices for the 2018 vintage. This write-up, less the impact of prior years’ vintages being sold,
has resulted in a net write-up of $5.5 million for the year (2017: write-up of $1.6 million);
• Derivative Instruments held to hedge the Group’s foreign currency and interest rate exposure.
The mark-to-market movement of these instruments at balance date resulted in a fair value
write-down of $2.9 million (2017: write-up of $1.4 million).
These adjustments, net of taxation, amount to a write-up of $1.9 million for the year (2017:
write-up of $2.2 million).
Reconciliation of Reporting to Operating Performance
Accounting for all fair value adjustments under NZ IFRS, the Group’s reported audited financial
performance for the year ended 30 June 2018 is reconciled to operating profit as detailed in
table 4.
Cash Flow
The Group generated Cash Flows from Operations of $57.8 million in the current year, which
is a decrease of $1.5 million on the previous year, primarily due to the increased investment in
working capital (higher inventories and trade receivables) to support future case sales. A total of
$46.0 million was paid for additional property, plant and equipment during the year, including
vineyard and winery developments. The Group distributed $13.1 million to shareholders in
dividends representing 13.0 cents per share. Additional borrowings of $0.8 million were drawn
down to fund the increased capital investment during the year.
DELEGAT ANNUAL REPORT 2018 EXECUTIVE CHAIRMAN’S REPORT
7
TABLE 3
June 2018 June 2017 % change
NZ$ millions Actual Actual vs 2017
Operating NPAT 44.9 38.5 17%
Operating NPAT % of Revenue 17% 15%
NZ IFRS Fair Value Items
Biological Produce (Grapes)
1
5.5 1.6 n/m
2
Derivative Instruments (2.9) 1.4 n/m
2
Total Fair Value Items 2.6 3.0 -10%
Less: Tax (0.7) (0.8) 10%
Fair Value Items after Tax 1.9 2.2 -10%
Reported NPAT 46.8 40.7 15%
Notes:
1. Biological Produce (Grapes) is the difference between market value paid for grapes versus the cost to grow grapes.
The Harvest Provision is reversed and only recognised when the finished wine is sold.
2. n/m means not meaningful.
Impact of Fair
Value Adjustments
The Group, having secured a $350.0 million syndicated senior debt facility in 2014, is well
positioned to fund both its current operations as well as future capital investment in both New
Zealand and Australia. The Group’s net debt at 30 June 2018 amounted to $281.5 million, an
increase of 1% compared to last year.
Dividends
The directors consider that the underlying operational performance and strong cash flows
justify an increase in dividends this year. Accordingly, the Directors are pleased to advise they
have approved a fully imputed dividend payout of 15.0 cents per share. The dividend will be paid
on 12 October 2018 to Shareholders on record at 28 September 2018.
Investing for Growth
The record results achieved in 2018 are testament to the strength of the Group’s business
model as we continue to invest for growth.
Delegat is investing for growth to support its strategic goal to build a leading global Super
Premium wine company. During the year under review $47.2 million was invested in growth assets
including development of the Group’s wineries, land acquisition and vineyard development in
New Zealand and the Barossa Valley.
Delegat will invest an additional $33.0 million in 2019 to provide earnings growth in the years
ahead. This capital investment supports the Group’s plan to grow sales to 3,377,000 cases by
2021 and will provide for further growth beyond that period.
DELEGAT ANNUAL REPORT 2018 EXECUTIVE CHAIRMAN’S REPORT
8
TABLE 4
Notes:
1. EBIT means earnings before interest and tax.
2. NPAT means net profit after tax.
3. EBITDA means earnings before interest, tax, depreciation and amortisation.
Operating Fair Value Reported Operating Fair Value Reported
NZ$ millions Adjustment Adjustment
Revenue 272.1 – 272.1 251.3 1.4 252.7
Cost of Sales (125.5) 5.5 (120.0) (117.3) 1.6 (115.7)
Gross Profit 146.6 5.5 152.1 134.0 3.0 137.0
Operating Expenses (72.1) (2.9) (75.0) (66.7) – (66.7)
EBIT
1
74.5 2.6 77.1 67.3 3.0 70.3
Interest and Tax (29.6) (0.7) (30.3) (28.8) (0.8) (29.6)
NPAT
2
44.9 1.9 46.8 38.5 2.2 40.7
EBIT
1
74.5 2.6 77.1 67.3 3.0 70.3
Depreciation 15.1 – 15.1 13.8 – 13.8
EBITDA
3
89.6 2.6 92.2 81.1 3.0 84.1
2018 Actual2017 Actual
“Our powerful global Super Premium wine brands
continue to drive record business performance.”
JIM DELEGAT
EXECUTIVE CHAIRMAN
Reconciliation
of Reporting to
Operating
Performance
Our Great Wine People
As announced last year, we can confirm John Freeman has been appointed Managing Director
from 1 July 2018. John previously held general management roles with Delegat Group for 10
years between 2005 and 2015. John brings the ideal experience to lead the growth of Delegat
Group on our journey to build a leading global Super Premium wine company.
I would also like to take this opportunity to thank Graeme Lord for his significant contribution
to Delegat Group during his eighteen year tenure. We wish Graeme all the best for the future.
The Board would like to take this opportunity to acknowledge our Delegat Great Wine People
around the world. Our global team has once again shown great resolve and set new performance
records on our journey to build a leading global Super Premium wine company. It is inspiring to
work with such a talented team who is committed to winning together.
JIM DELEGAT
EXECUTIVE CHAIRMAN
DELEGAT ANNUAL REPORT 2018 EXECUTIVE CHAIRMAN’S REPORT
9
SOURCE: *SORT MAT TO APRIL 2018; **AC NIELSEN MAT 21/05/2017 €12.00+
Wine lovers can now enjoy
a glass of Oyster Bay at
Church Hill Restaurant &
Oyster Bar, located on
Stewart Island, one of the
last inhabited islands
before Antarctica.
Wine lovers can
now enjoy a glass
of Oyster Bay
Sauvignon Blanc at
none other than the
world-renowned
Yankee Stadium.
Oyster Bay
received New York
Impact Magazine’s
‘Hot Brand’ award
for the eighth
year in a row.
For the sixth year in a
row, Oyster Bay was
placed in the Top 50
World's Most Admired
Wine Brands by Drinks
International.
Over two million glasses of
Oyster Bay were enjoyed in
the UK in 2017 through our
partnership with
on-premise market leader,
Mitchells & Butlers.
Over 1,200 new listings
for Barossa Valley
Estate were achieved
during the financial year,
showcasing the quality
and strength of the
brand within the market.
Oyster Bay can now
be enjoyed on world
leading cruises, Carnival
Cruise Lines, where over
two thousand glasses of
wine are enjoyed by
travellers every day.
Barossa Valley
Estate is Ireland's
number one super
premium Shiraz
from Australia.**
Oyster Bay
is the number
one super
premium
chardonnay
in Canada.*
WINNING ON THE WORLD STAGE.
SOURCE: *SORT MAT TO APRIL 2018; **AC NIELSEN MAT 21/05/2017 €12.00+
Wine lovers can now enjoy
a glass of Oyster Bay at
Church Hill Restaurant &
Oyster Bar, located on
Stewart Island, one of the
last inhabited islands
before Antarctica.
Wine lovers can
now enjoy a glass
of Oyster Bay
Sauvignon Blanc at
none other than the
world-renowned
Yankee Stadium.
Oyster Bay
received New York
Impact Magazine’s
‘Hot Brand’ award
for the eighth
year in a row.
For the sixth year in a
row, Oyster Bay was
placed in the Top 50
World's Most Admired
Wine Brands by Drinks
International.
Over two million glasses of
Oyster Bay were enjoyed in
the UK in 2017 through our
partnership with
on-premise market leader,
Mitchells & Butlers.
Over 1,200 new listings
for Barossa Valley
Estate were achieved
during the financial year,
showcasing the quality
and strength of the
brand within the market.
Oyster Bay can now
be enjoyed on world
leading cruises, Carnival
Cruise Lines, where over
two thousand glasses of
wine are enjoyed by
travellers every day.
Barossa Valley
Estate is Ireland's
number one super
premium Shiraz
from Australia.**
Oyster Bay
is the number
one super
premium
chardonnay
in Canada.*
SOURCE: *SORT MAT TO APRIL 2018; **AC NIELSEN MAT 21/05/2017 €12.00+
Wine lovers can now enjoy
a glass of Oyster Bay at
Church Hill Restaurant &
Oyster Bar, located on
Stewart Island, one of the
last inhabited islands
before Antarctica.
Wine lovers can
now enjoy a glass
of Oyster Bay
Sauvignon Blanc at
none other than the
world-renowned
Yankee Stadium.
Oyster Bay
received New York
Impact Magazine’s
‘Hot Brand’ award
for the eighth
year in a row.
For the sixth year in a
row, Oyster Bay was
placed in the Top 50
World's Most Admired
Wine Brands by Drinks
International.
Over two million glasses of
Oyster Bay were enjoyed in
the UK in 2017 through our
partnership with
on-premise market leader,
Mitchells & Butlers.
Over 1,200 new listings
for Barossa Valley
Estate were achieved
during the financial year,
showcasing the quality
and strength of the
brand within the market.
Oyster Bay can now
be enjoyed on world
leading cruises, Carnival
Cruise Lines, where over
two thousand glasses of
wine are enjoyed by
travellers every day.
Barossa Valley
Estate is Ireland's
number one super
premium Shiraz
from Australia.**
Oyster Bay
is the number
one super
premium
chardonnay
in Canada.*
WINNING ON THE WORLD STAGE.
We have set new records and remain
focused on investing for the future. As
outlined in the Executive Chairman’s report,
the Group achieved record global case
sales, record Operating Net Profit after Tax
of $44.9 million, and strong net cash flows
from operations.
Global Sales Performance
The Group achieved record global case sales
of 2,736,000 cases in the year, 3% higher
than the previous year. Sales continue to be
well diversified by market with 46% in North
America, 29% in the Australia, New Zealand
and Asia Pacific region, and 25% in Europe
including the United Kingdom.
The Group has continued to invest in
the development of its own in-market
distribution channels to drive long-term
growth. The Group’s Sales and Marketing
division has in-market sales teams in all
major markets internationally and within
New Zealand.
Australia, New Zealand
and Asia Pacific
Case sales in the Australia, New Zealand and
Asia Pacific grew by 2% to 799,000 cases.
In the established New Zealand and Australia
markets, Oyster Bay continued to perform
strongly as a category-leading Super
Premium wine brand. In Australia, Oyster
Bay Sauvignon Blanc continues to lead the
category as the top-selling Sauvignon Blanc
and bottled white wine by value.
1
The rapid
growth of Oyster Bay Pinot Gris in the region
MANAGING
DIRECTOR’S
REPORT 2018
1. IRI National Wine MAT To 06/05/18.
“We have set
new records
and remain
focused on
investing for
the future.”
JOHN FREEMAN
MANAGING DIRECTOR
DELEGAT ANNUAL REPORT 2018 MANAGING DIRECTOR’S REPORT
12
was notable, as was the continued strong growth of the Barossa Valley Estate brand in the
Australia market.
During the year the Group further developed sales volumes through the Tmall online flagship
store in China. The store enables aspirational consumers throughout China to purchase the
Group’s brands directly from Delegat. Whilst it will take time to develop a significant customer
base, this is a promising venture in an important long-term growth market.
North America
The Group again delivered strong growth in North America, increasing sales volumes by 10%
to a record 1,250,000 cases.
In the United States, the Oyster Bay brand continued its strong growth as an increasing number
of aspirational consumers embrace our elegant, cool climate wine styles. The Group’s success
is underpinned by its well-established in-market sales team working effectively with leading
distributors, retailers and on-premise venues. Oyster Bay Sauvignon Blanc is a top 5 white
wine over US$10 by value
2
. Significant distribution growth was achieved with the Barossa Valley
Estate brand, supporting the Group’s goal of increasing awareness and affinity in this large
market for Super Premium wine brands. The exceptional growth of Oyster Bay Pinot Noir this
year was achieved through the effective partnership with distributors and retailers, executing
on the Group’s plan to leverage the 90 Point rating given by Wine Spectator Magazine.
The Group continues to build momentum through its expanded distribution arrangements
with Southern Glazer’s Wine & Spirits, North America’s largest wine and spirits distributor.
Southern Glazer’s is the Group’s exclusive distributor partner in 32 markets, which collectively
account for approximately 70% of wine consumption in the United States. The Group’s strong
relationships with Southern Glazer’s and our other distribution partners is a key factor driving
the sustainable long-term growth of Oyster Bay and Barossa Valley Estate in the United States.
In Canada, Oyster Bay has again achieved strong growth, and has become one of the most
powerful Super Premium wine brands in the market across several varietals, including number
one Pinot Grigio in British Columbia above CA$13
3
and significant sales growth for Oyster Bay
Pinot Noir, and Barossa Valley Estate Shiraz.
United Kingdom, Ireland and Europe
The United Kingdom, Ireland and Europe region delivered a strong year with 687,000 cases
sold. Sales volume declined slightly, in line with the Group’s expectations following a price
re-positioning in the United Kingdom market the previous year, notwithstanding Oyster Bay
maintaining its Super Premium category leadership position. Oyster Bay Sauvignon Blanc,
Chardonnay and Merlot are the top-selling wines above £8
4
in their respective categories
irrespective of origin. Barossa Valley Estate has established quality distribution with leading
National Account customers, ensuring the growth of brand awareness and affinity for this brand.
Promotional activity resulted in the significant growth of both Oyster Bay Sparkling Cuvée Brut
and Oyster Bay Sparkling Cuvée Rosé.
2. AC Nielsen 52 Weeks Ending 19/5/18
3. Sort MAT to April 2018
4. AC Nielsen MAT 30/12/2017
DELEGAT ANNUAL REPORT 2018 MANAGING DIRECTOR’S REPORT
14
In Ireland, Oyster Bay has maintained its Super Premium category leadership position, with
Sauvignon Blanc, Chardonnay, Merlot and Pinot Noir the top-selling New Zealand wines in their
respective varietal categories above €10.
5
Barossa Valley Estate Shiraz and Grenache Shiraz
Mourvèdre (GSM) are the top-selling Australian wines in their respective varietal categories
above €12.
5
Brands and Communications
The Group’s goal is to establish Oyster Bay and Barossa Valley Estate as leading brands in the
Super Premium wine category globally.
Marketing programmes are designed to grow consumer awareness and to support distribution
and rate of sale growth per point of distribution. Marketing activities are focused on the specific
needs of each market and phases of brand development. The Group works closely with its
retail partners to achieve high impact in-store activations. In the consumer environment, the
Group uses a mix of media channels both online and offline to attract and engage consumers
and build brand awareness.
In recognition of its market performance and reputation, Oyster Bay was awarded ‘Hot Brand’
for the eighth consecutive year by New York’s Impact Magazine, and named ‘One of the World’s
Most Admired Wine Brands’ for the sixth consecutive year by Drinks International Magazine, UK.
This year saw the relaunch of E&E Black Pepper Shiraz to the marketplace. E&E Black Pepper
Shiraz is one of the defining luxury wines of the Australian wine industry, with a long history
of accolades and acclaim. Whilst production of this iconic wine will be kept to a strictly limited
volume, the Group is proud to continue offering E&E Black Pepper Shiraz to discerning luxury
wine consumers. The pedigree of this wine has been reinforced through the 2014 vintage,
the first release under Delegat stewardship, receiving an outstanding 94 Point rating in Wine
Spectator Magazine, USA.
Major Awards and Accolades
The Group received record acclaim from major international wine competitions, showcasing
the world-class quality of its wines.
• E&E Black Pepper Shiraz 2014 was awarded 94 Points by Wine Spectator, USA.
• Oyster Bay Marlborough Sauvignon Blanc 2017 was awarded a Gold Medal at the Mundus
Vini Grand International Wine Awards, Germany.
• Oyster Bay Marlborough Pinot Noir 2015 was awarded a Double Gold Medal and 95 Points at
the San Francisco International Wine Competition.
• Oyster Bay Marlborough Chardonnay 2016 was awarded a Gold Medal and 90 Points at the
San Francisco International Wine Competition.
• Oyster Bay Marlborough Botrytised Riesling 2011 was awarded a Gold Medal at the
International Wine and Spirits Competition, UK.
5. AC Nielsen MAT 21/05/2017
DELEGAT ANNUAL REPORT 2018 MANAGING DIRECTOR’S REPORT
15
• Barossa Valley Estate GSM 2016 was awarded 90 Points by Wine Spectator, USA.
• Barossa Valley Estate GSM 2015 was awarded a Gold Medal and 95 Points at the Sydney Royal
Wine Show.
• Barossa Valley Estate Shiraz 2014 was awarded Top 100 and a Blue Gold Medal at the Sydney
International Wine Competition.
• Barossa Valley Estate Cabernet Sauvignon 2015 was awarded a Gold Medal at the New Zealand
International Wine Show.
• Barossa Valley Estate Shiraz 2015 was awarded a Gold Medal and 93 Points at the San
Francisco International Wine Competition.
2018 Harvest
The Group achieved a record global harvest of 40,059 tonnes from the 2018 vintage, which
is 7% higher than last year. The New Zealand harvest was 38,012 tonnes, up 10% on the
2017 vintage.
The Australia harvest for Barossa Valley Estate was 2,047 tonnes and of a very high standard,
due to exceptional weather conditions throughout the growing season. The New Zealand
harvest was also of a very high standard for both yield and quality.
The Group has inventory levels to achieve the future sales growth goals outlined in this report.
Sustainability
Recognition and respect for the environment are reflected in the strong leadership role the
Group plays in the practice and promotion of sustainable wine growing and wine production.
As a leader in the New Zealand wine industry and as a founding member of Sustainable
Winegrowing New Zealand (SWNZ) since 2002, the Group takes its responsibilities to respect
and protect the environment very seriously. The Group’s New Zealand vineyards and wineries
are 100% accredited by the independently audited SWNZ Sustainability Programme. The Group
applies similar principles in the Barossa Valley, again as a leader of sustainable wine growing
practices within the Australian wine industry.
DELEGAT ANNUAL REPORT 2018 MANAGING DIRECTOR’S REPORT
16
Group Outlook
The Group’s strategic goal is to build a leading global Super Premium wine company. The Group
will build leading global brands from world leading regions, focusing on the wine styles for which
those regions are internationally renowned. Delegat plans to grow sales by 23% to 3,377,000
cases over the next three years.
The primary drivers of planned growth are Oyster Bay varietals in North America, and Oyster
Bay Pinot Gris and Barossa Valley Estate varietals globally. The Group observes that wine
consumers, particularly in North America, increasingly purchase Super Premium wine as an
everyday affordable luxury that complements their lifestyle. Accordingly, the Group continues
to see opportunities globally to further expand distribution and grow rate of sale per point of
distribution.
The Group is well positioned to grow sales and achieve sustainable earnings growth in the years
ahead. With respect to the 2019 year, Delegat plans to grow sales by 8% to 2,945,000 cases.
Based on prevailing exchange rates, the Group forecasts 2019 operating profit to grow in line
with case sales growth.
Our People
Our people help us to chart our future, bring our plans to life, and truly make a difference within
the organisation and the industry. I wish to personally thank each of our Great Wine People for
their efforts to aim high, pursue mastery and win together. Our teams have achieved another
year of record performance in 2018 and have positioned Delegat to deliver enduring success.
JOHN FREEMAN
MANAGING DIRECTOR
“Oyster Bay is now one of the leading premium
white wine brands in the USA, the world’s largest
wine market.”
JOHN FREEMAN
MANAGING DIRECTOR
2018 2019 2020 2021
Case Sales (000s) Actual Forecast Projection Projection
Total Cases 2,736 2,945 3,168 3,377
TABLE 5
Group Outlook
Case Sales
DELEGAT ANNUAL REPORT 2018 MANAGING DIRECTORS REPORT
17
BOARD OF
DIRECTORS
The Board of Delegat Group Limited is responsible for the strategic direction of the Group and
ensuring the Group is managed to protect and enhance Shareholders’ and other stakeholders’
interests.
Some of the key responsibilities of the Board include:
• Adopting the strategic plans of the Group, set by the Managing Director in conjunction with
the Group’s senior management team;
• Monitoring the Group’s operational and financial performance; and
• Ensuring the Group develops effective policies and procedures concerning disclosure of
important information to the market and Shareholders.
The Board has adopted what it believes are appropriate corporate governance policies and
procedures, which it periodically reviews to ensure that the Group’s responsibilities and
obligations are met. The principal corporate governance policies concern:
• The appointment and retirement of Directors;
• The composition and performance of the Board;
• The balance between executive and non-executive Directors;
• Directors’ access to independent professional advice; and
• The constitution and operation of Board Committees, which comprise of Directors, and in
some cases, by invitation, representatives of the Group’s senior management team. The
Board has formally constituted an Audit and Risk Committee and a Remuneration Committee.
The Board currently comprises six Directors, four of whom are non-executive (Robert Wilton,
Rose Delegat, Alan Jackson, Shelley Cave); four of whom are non-independent (Jim Delegat, Rose
Delegat, Robert Wilton, John Freeman); and two of whom are independent (Alan Jackson, Shelley
Cave), as defined in the NZX Listing Rules.
The Board of Delegat Group Limited meets formally a minimum of six times during the financial
year and regularly holds additional meetings to deal with specific matters of the Group.
DELEGAT ANNUAL REPORT 2018 BOARD OF DIRECTORS
18
ROSEMARI (ROSE) DELEGAT Non-Executive Director
Rose Delegat is a Non-Executive Director of Delegat Group
Limited and has been on the Board since the Company
listed in 2006. The Group continues to benefit from Rose’s
experience and the expertise that she has given the
company for more than 25 years. She was responsible
for initiating the Group’s drive into export markets in the
1980s and was the inaugural Chairperson (1987 – 1990) of
the special United Kingdom Exporting Group, part of the
Wine Institute of New Zealand. Rose continues to perform
a strategic role in export marketing. She is a member of
the Institute of Directors.
JAKOV ( JIM) DELEGAT Executive Chairman
Jim Delegat is the Executive Chairman of Delegat Group
Limited and has been on the Board since the Company
listed in 2006. He is responsible for providing strategic
direction and monitoring performance to ensure
successful delivery of Board approved business plans.
He has been involved in the New Zealand wine industry
all his working life and is thoroughly experienced in every
aspect of the business. Jim is one of only a handful of
second generation family wine producers in the country.
Active in industry affairs, Jim is currently an alternate
Director of both the Wine Institute of New Zealand and
New Zealand Winegrowers, having previously served on
the Board of the Wine Institute of New Zealand for more
than 13 years. He is a member of the Institute of Directors.
JOHN FREEMAN Managing Director
John Freeman is the Managing Director of Delegat Group
Limited. John is responsible for developing growth plans,
building a high performing organisation and executing
business plans. He originally joined Delegat in 2005,
holding various sales leadership and management roles
both in Auckland and in the Group’s overseas subsidiaries.
John also brings to Delegat Group Limited his experience
from the technology and finance industries, and has a
Masters of Business Administration from the Australian
Graduate School of Management. He is a member of the
Institute of Directors.
DELEGAT ANNUAL REPORT 2018 BOARD OF DIRECTORS
19
SHELLEY CAVE Non-Executive Independent Director
Shelley Cave is a Non-Executive Director of Delegat
Group Limited and has been on the Board since 2016.
Shelley is currently also on the boards of the Government
Superannuation Fund Authority and Methven Limited,
and is a director and co-founder of The FoodPath NZ
Limited. Shelley was previously a corporate lawyer for 23
years, and a partner of Simpson Grierson for 12 years. In
her legal career, she acted across a wide range of industry
sectors and has significant experience in compliance and
corporate governance.
ROBERT (BOB) WILTON Non-Executive Director
Bob Wilton is a Non-Executive Director of Delegat Group
Limited. He has been on the Board since the Company
listed in 2006 and has specific responsibilities for the
financial management of the Group. He is a past Senior
Lecturer and Head of Department, Department of
Accounting and Finance at the University of Auckland
Business School, a member of Chartered Accountants
Australia and New Zealand and the Institute of Directors.
Bob brings to the Board considerable experience in
business, particularly through merchant and investment
banking, and is a past Chairman of the New Zealand
Venture Capital Association.
Dr ALAN JACKSON Non-Executive Independent Director
Dr Alan Jackson is a Non-Executive Director of Delegat
Group Limited and has been on the Board since 2012.
Alan was, until 2009, Chairman Australasia, Senior Vice
President and Director of The Boston Consulting Group.
He has been an international management consultant
since 1987 with The Boston Consulting Group and
has proven experience at the most senior levels of
international and government business. Alan has worked
across a range of industries internationally, including
consumer goods companies, supermarkets and retailers,
in addition to industrial and resource companies. Alan
headed The Boston Consulting Group’s Consumer Goods
and Retail practice in Australasia and Asia Pacific. Alan
is a Fellow of the Institution of Professional Engineers
and member of the Australian Institute of Directors. He
is Chairman of New Zealand Thoroughbred Racing, a
Director of Fletcher Building Limited, Fletcher Industries
Limited, and Aurora Vineyard Limited.
DELEGAT ANNUAL REPORT 2018 BOARD OF DIRECTORS
20
The Directors are responsible for ensuring that the financial statements give a true and fair view
of the financial position, financial performance and cash flows for the Group as at 30 June 2018.
The Directors consider that the financial statements of the Group have been prepared using
appropriate accounting policies, consistently applied and supported by reasonable judgements
and estimates and that all relevant financial reporting and accounting standards have been
followed.
The Directors believe that proper accounting records have been kept which enable, with
reasonable accuracy, the determination of the financial position and financial performance of
the Group and the compliance of the financial statements with the Financial Markets Conduct
Act 2013 and Financial Reporting Act 2013.
The Directors consider they have taken adequate steps to safeguard assets of the Group.
The Directors have pleasure in presenting the following financial statements for the year ended
30 June 2018.
The Board of Directors of the Group authorised these financial statements for issue on
24 August 2018.
For, and on behalf of, the Board.
JIM DELEGAT
Executive Chairman
JOHN FREEMAN
Managing Director
DIRECTORS’
RESPONSIBILITY
STATEMENT
24 August 2018
DELEGAT ANNUAL REPORT 2018 DIRECTORS’ RESPONSIBILITY STATEMENT
21
“E&E BLACK
PEPPER SHIRAZ,
ONE OF THE
BAROSSA
VALLEY’S GOLD
STANDARD
REDS OF THE
CURRENT ERA.”
– JANCIS ROBINSON
94
POINTS
WINE
SPEC TATOR
MAGAZINE
USA
Notes 2018 2017
$000 $000
Revenue 3 272,122 252,7 13
Profit before finance costs 4 7 7, 1 1 9 70,258
Finance costs 3 11,957 13,114
Profit before income tax 65,162 5 7, 1 4 4
Income tax expense 15 18,326 16,488
Profit for the Year attributable to Shareholders of the Parent Company 46,836 40,656
Earnings per share
– Basic and fully diluted earnings per share (cents per share) 5 46.31 40.20
STATEMENT OF FINANCIAL PERFORMANCE
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
24
Notes 2018 2017
$000 $000
Profit after income tax 46,836 40,656
Other comprehensive income that may subsequently be classified to the profit and loss:
– Translation of foreign subsidiaries 6b 3,238 (1,27 1)
– Net loss on hedge of a net investment (1,112) (232)
– Income tax relating to components of other comprehensive income 15 311 65
Total comprehensive income for the year, net of tax 49,273 39,218
Comprehensive income attributable to Shareholders of the Parent Company 49,273 39,218
STATEMENT OF OTHER COMPREHENSIVE INCOME
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
25
Note
Share
Capital
$000
Foreign
Currency
Translation
Reserve
$000
Retained
Earnings
$000
Total
Equity
$000
Balance at 30 June 2017 49,815 (5,135) 262,389 3 0 7, 0 6 9
Changes in equity for the year ended 30 June 2018
Other comprehensive income
– Translation of foreign subsidiaries – 3,238 – 3,238
– Net loss on hedge of a net investment – (1,112) – (1,112)
– Income tax relating to components of
other comprehensive income 15 – 311 – 311
Total other comprehensive income – 2,437 – 2,437
– Net profit for the year – – 46,836 46,836
Total comprehensive income for the year – 2,437 46,836 49,273
Equity Transactions
– Dividends paid to shareholders – – (13,153) (13,153)
Balance at 30 June 2018 49,815 (2,698) 296,072 343,189
STATEMENT OF CHANGES IN EQUITY
The accompanying notes form part of these financial statements
FOR THE YEAR ENDED 30 JUNE 2018
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
26
Note
Share
Capital
$000
Foreign
Currency
Translation
Reserve
$000
Retained
Earnings
$000
Total
Equity
$000
Balance at 30 June 2016 49,815 (3,697) 233,871 279,989
Changes in equity for the year ended 30 June 2017
Other comprehensive income
– Translation of foreign subsidiaries – (1,271) – (1,271)
– Net loss on hedge of a net investment – (232) – (232)
– Income tax relating to components of
other comprehensive income 15 – 65 – 65
Total other comprehensive income – (1,438) – (1,438)
– Net profit for the year – – 40,656 40,656
Total comprehensive income for the year – (1,438) 40,656 39,218
Equity Transactions
– Dividends paid to shareholders – – (12,138) (12,138)
Balance at 30 June 2017 49,815 (5,135) 262,389 307,069
STATEMENT OF CHANGES IN EQUITY CONTINUED
The accompanying notes form part of these financial statements
FOR THE YEAR ENDED 30 JUNE 2017
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
27
2018 2017
Notes $000 $000
Equity
Share capital 6 49,815 49,815
Foreign currency translation reserve 6b (2,698) (5,135)
Retained earnings 296,072 262,389
Total Equity 343,189 3 0 7, 0 6 9
Liabilities
Current Liabilities
Trade payables and accruals 8 32,941 29,324
Derivative financial instruments 9 3,020 1,987
Income tax payable 6,485 3,016
42,446 34,327
Non-Current Liabilities
Deferred tax liability 15 33,754 31,124
Derivative financial instruments 9 3,711 3,756
Interest-bearing loans and borrowings 10 285,754 282,513
323,219 3 1 7, 3 9 3
Total Liabilities 365,665 351,720
Total Equity and Liabilities 708,854 658,789
STATEMENT OF FINANCIAL POSITION
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2018
28
2018 2017
Notes $000 $000
Assets
Current Assets
Cash and cash equivalents 4,264 4,479
Trade and other receivables 11 42,635 35,952
Derivative financial instruments 9 – 1,822
Inventories 12 147,431 133,68 0
194,330 175,933
Non-Current Assets
Property, plant and equipment 13 509,861 478,675
Intangible assets 14 4,663 4,068
Derivative financial instruments 9 – 113
514,524 482,856
Total Assets 708,854 658,789
For, and on behalf of, the Board who authorised the issue of the financial statements on 24 August 2018.
JN Delegat, Executive Chairman JA Freeman, Managing Director
STATEMENT OF FINANCIAL POSITION CONTINUED
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. AS AT 30 JUNE 2018
29
2018 2017
$000 $000
Operating Activities
Cash was provided from
Receipts from customers 266,719 256,192
Net GST received 74 449
266,793 256,641
Cash was applied to
Payments to suppliers and employees 184,653 170,6 03
Net interest paid 12,457 12,3 49
Net income tax paid 11,914 14,470
209,024 197,422
Net Cash Inflows from Operating Activities 5 7, 7 6 9 59,219
Investing Activities
Cash was provided from
Proceeds from sale of property, plant and equipment 2,058 1,162
Dividends received 1 2
2,059 1,16 4
Cash was applied to
Purchase of property, plant and equipment 45,896 40,545
Purchase of intangible assets 451 585
Capitalised interest paid 1,692 1,459
48,039 42,589
Net Cash Outflows from Investing Activities (45,980) (41,425)
STATEMENT OF CASH FLOWS
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
30
2018 2017
$000 $000
Financing Activities
Cash was provided from
Proceeds from borrowings 28,514 33,939
28,514 33,939
Cash was applied to
Dividends paid to shareholders 13,147 12,132
Repayment of borrowings 2 7, 6 8 7 39,467
40,834 51, 599
Net Cash Outflows from Financing Activities (12,320) ( 1 7, 6 6 0 )
Net (Decrease) / Increase in Cash Held (531) 13 4
Cash and cash equivalents at beginning of the year 4,479 4,425
Effect of exchange rate changes on foreign currency balances 316 (80)
Cash and Cash Equivalents at End of the Year 4,264 4,479
STATEMENT OF CASH FLOWS CONTINUED
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
31
2018 2017
$000 $000
Reconciliation of Profit for the Year with Cash Flows from Operating Activities:
Reported profit after tax 46,836 40,656
Add/(deduct) items not involving cash flows
Depreciation expense 15,089 13,791
Other non-cash items 2,733 (565)
Gain on disposal of assets (11) (120)
Movement in derivative financial instruments 2,923 (1,365)
Movement in deferred tax liability 2,630 2,277
23,364 14,018
Movement in working capital balances are as follows:
Trade payables and accruals 3,617 (1,866)
Trade and other receivables (6,683) 7, 7 9 4
Inventories (13,751) (3,070)
Income tax 3,469 (322)
Add items classified as investing and financing activities
Capital purchases included within trade payables and inventories 917 2,009
(12,431) 4,545
Net Cash Inflows from Operating Activities 5 7, 7 6 9 59,219
Reconciliation of movement in Net Debt:
Opening balance at 1 July 278,034 282,723
Per statement of cash flows:
- Proceeds/(repayment) of borrowings 827 (5,528)
- Net decrease / (increase) in cash held 531 (13 4)
Foreign exchange movement 1,940 817
Other non-cash movements 158 156
Closing balance at 30 June 281,490 278,034
STATEMENT OF CASH FLOWS CONTINUED
The accompanying notes form part of these financial statements
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
32
1. GENERAL INFORMATION
REPORTING ENTITY
The financial statements presented are those of Delegat Group Limited and its subsidiaries (the Group). Delegat
Group Limited is a company limited by shares, incorporated and domiciled in New Zealand and registered under the
Companies Act 1993. The Parent shares are publicly traded on the New Zealand Stock Exchange.
The financial statements comprise the statement of financial performance, statement of other comprehensive income,
statement of changes in equity, statement of financial position and statement of cash flows, as well as the notes to the
financial statements. The financial statements for the Group for the year ended 30 June 2018 were authorised for issue
in accordance with a resolution of the Directors on 24 August 2018.
BASIS OF PREPARATION
The financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New
Zealand (NZ GAAP) and the requirements of the Financial Markets Conduct Act 2013. For the purposes of
complying with NZ GAAP the entity is a for-profit entity. These financial statements are presented in New Zealand
Dollars, rounded to the nearest thousand. They are prepared on a historical cost basis except for derivative financial
instruments and biological produce which have been measured at fair value.
The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstances. Actual results may vary from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimates are revised if the revision affects only that period, or in the period of revision and future periods
if the revision affects both current and future periods.
STATEMENT OF COMPLIANCE
The financial statements comply with New Zealand equivalents to International Financial Reporting Standards and
other applicable Financial Reporting Standards (NZ IFRS), as applicable to the Group as a profit-oriented entity. The
financial statements comply with International Financial Reporting Standards (IFRS).
BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Group as at 30 June 2018 and 30 June
2 017.
Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is exposed, or
has rights, to variable returns from its investment in the entity, and has the ability to affect those returns through its
power over the entity. Specifically, the Group controls an entity if and only if the Group has:
– Power over the entity (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
– Exposure, or rights, to variable returns from its involvement with the entity, and;
– The ability to use its power over the investee to affect its returns.
NOTES TO THE FINANCIAL STATEMENTS
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
33
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
The financial statements of the subsidiaries are prepared for the same reporting period as the Parent, using consistent
accounting policies. The effects of intercompany transactions are eliminated in preparing the consolidated financial
statements.
Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated
from the date on which control is transferred out of the Group. The acquisition of subsidiaries is accounted for using
the acquisition method of accounting as noted below.
BUSINESS COMBINATIONS
The acquisition method of accounting is used to account for all business combinations regardless of whether equity
instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities
incurred or assumed at the date of exchange. Where equity instruments are issued in a business combination, the fair
value of the instruments is their published market price at the date of the exchange unless, in rare circumstances, it can
be demonstrated that the published price at the date of exchange is an unreliable measure of fair value. Transaction
costs arising on the issue of equity instruments are recognised directly within equity.
Except for non-current assets or disposal groups classified as held for sale (which are measured at fair value less costs
to sell), all identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values as at acquisition date, irrespective of the extent of any non-controlling interests.
The excess of the cost of the business combination over the net fair value of the Group’s share of the identifiable net
assets acquired is recognised as goodwill. If the cost of the acquisition is less than the Group’s share of the net fair
value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the statement of financial
performance, but only after a reassessment of the identification and measurement of the net assets acquired.
Where settlement of any part of the consideration is deferred, the amounts payable in the future are discounted to
the present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being
the rate at which similar borrowings could be obtained from an independent financier under comparable terms and
conditions.
GOODS AND SERVICES TAX (GST)
The statement of financial performance, statement of other comprehensive income, statement of changes in equity and
statement of cash flows have been prepared so that all components are stated net of GST. All items in the statement of
financial position are stated net of GST, with the exception of receivables and payables, which include GST invoiced.
FOREIGN CURRENCIES
i) Functional and Presentation Currency
The presentation currency of the Group is the New Zealand Dollar. Each subsidiary company in the Group determines
its own functional currency and uses that functional currency for its individual financial statements. Subsidiary
companies with a different functional currency than that of the Group are translated through converting all reported
assets and liabilities at the closing rate at the date of the balance sheet, while income and expenses are translated
at exchange rates at the dates of the transactions. Any resulting exchange differences are recognised as a separate
component of equity.
1. GENERAL INFORMATION (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
34
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
ii) Transactions and Balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Assets and liabilities denominated in foreign currencies are translated at the rate
of exchange ruling at the balance sheet date.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the statement of financial position comprise cash at bank, and in hand and short-term
deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of change in value. For the purposes of the statement of cash flows, cash
and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. Bank
overdrafts are included within interest-bearing loans and borrowings in current liabilities in the statement of financial
position.
NET DEBT
Net debt is the sum of the Group’s interest-bearing loans and borrowings less cash and cash equivalents.
OTHER ACCOUNTING POLICIES
Other accounting policies that are relevant to an understanding of the financial statements are provided throughout
the notes to the financial statements.
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND
ASSUMPTIONS
In applying the Group’s accounting policies, management continually evaluates the judgements, estimates and
assumptions based on experience and other factors, including expectations of future events that may have an impact
upon the Group. All judgements, estimates and assumptions made are believed to be reasonable based upon the
most current set of circumstances available to management. The actual results may differ from the judgements,
estimates and assumptions used. The significant judgements, estimates and assumptions made by management in the
preparation of these financial statements, are disclosed within the specific financial statement notes as shown below:
Area of Judgement or Estimate
Selling, marketing and promotional accruals
Selling, marketing and promotional accruals
Fair value of derivative financial instruments
Fair value of grapes at point of harvest
Impairment of property, plant and equipment
Estimation of useful lives of assets
Impairment of intangible assets
Classification of vineyard leases
Note
Note 3 Segmental Reporting
Note 4 Expenses
Note 9 Derivative Financial Instruments
Note 12 Inventories
Note 13 Property, Plant and Equipment
Note 13 Property, Plant and Equipment
Note 14 Intangible Assets
Note 17 Commitments
To allow the Accounting Policies and Significant Accounting Judgements, Estimates and Assumptions to be easily
identified within the notes, Accounting Policies have been identified with an
symbol, and Significant Accounting
Judgements, Estimates and Assumptions with an
symbol.
CHANGES IN ACCOUNTING POLICIES
There have been no changes in accounting policies during the current year.
1. GENERAL INFORMATION (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
35
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS
Standards and Interpretations that have recently been issued or amended, but are not yet effective, have not been
adopted by the Group for the annual reporting period ending 30 June 2018. These are outlined in the following table:
REFERENCETITLEGROUP
APPLICATION
DATE *
SUMMARYIMPACT ON GROUP
NZ IFRS 15NZ IFRS 15:
Revenue from
Contracts
with
Customers
1 July 2018NZ IFRS 15 establishes principles for reporting useful
information to users of financial statements about the
nature, amount, timing and uncertainty of revenue
and cash flows arising from an entity’s contracts with
customers. NZ IFRS 15 supersedes NZ IAS 18 Revenue.
The core principle of NZ IFRS 15 is that an entity recognises
revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the
consideration to which the entity expects to be entitled
to in exchange for those goods or services.
An entity will recognise revenue in accordance with that
core principle by applying the following steps:
a) Step 1: Identif y the contract(s) with a customer;
b) Step 2: Identif y the performance obligations in the
contract;
c) Step 3: Determine the transaction price;
d) Step 4: Allocate the transaction price to the
performance obligations within the contract;
e) Step 5: Recognise revenue when (or as) the entity
satisfies a performance obligation.
The Group has assessed the impact of the
changes in NZ IFRS 15 on its accounting policy
for the recognition of revenue. Management
have reviewed the new standard and related
guidance and considered the core principle
and steps required to recognise revenue.
Management do not consider the changes in
NZ IFRS 15 have an impact on the measurement
or timing of revenue recognition for the Group.
There are some selling, marketing and promotion
expenses that will be required to be reclassified
to revenue as part of the determination of the
transaction price.
The Group will adopt the fully retrospective
transition provisions when adopting NZ IFRS 15
for the year ended 30 June 2019. This will require
the Group to restate the statement of financial
performance for the year ended 30 June 2018.
Management have assessed the impact of the
reclassification required for the year ended
30 June 2018 to be a reduction in revenue of
$16.4 million, and a corresponding reduction in
selling, marketing and promotion expenses. The
effect of this reclassification is expected to have
a similar effect in future years adjusting for the
growth in the business.
There will also be some additional disclosure
requirements arising from the new standard.
1. GENERAL INFORMATION (CONTINUED)
* For fiscal periods beginning on or after
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
36
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
REFERENCETITLEGROUP
APPLICATION
DATE *
SUMMARYIMPACT ON GROUP
NZ IFRS 9
(2014)
NZ IFRS 9:
Financial
Instruments
1 July 2018The International Accounting Standards Board (IASB)
issued the completed version of NZ IFRS 9: Financial
Instruments (to replace NZ IAS 39: Financial Instruments:
Recognition and Measurement), bringing together the
classification and measurement, impairment and hedge
accounting phases of the IASB’s project to replace NZ IAS
39: Financial Instruments: Recognition and Measurement
and all previous versions of NZ IFRS 9.
The completed version of NZ IFRS 9 includes the
following revisions:
a) NZ IFRS 9 (2009): The revised standard requires that
financial assets be classified on the basis of the entity’s
business model for managing the financial assets and
the contractual cash flow characteristics of the financial
asset. Financial assets are initially recognised at fair
value – or if the business model accounting supports it
– cost, adjusted for transaction costs and subsequently
measured at amortised cost. Financial assets can only
be classified as amortised cost if (a) the contractual cash
flows from the instrument represent principal and interest
and (b) the entity’s purpose for holding the instrument is
to collect the contractual cash flows;
b) NZ IFRS 9 (2010): In these amendments the existing
requirements for the classification of financial liabilities
and the ability to use the fair value option from NZ IAS 39
have been retained. However, where the fair value option
is used for financial liabilities the change in fair value is
required to be accounted for as follows:
– the change attributable to the entity’s own credit risk is
to be presented in Other Comprehensive Income;
– the remaining change is presented in the Statement of
Financial Performance; and
– if this approach creates or enlarges an accounting
mismatch in the Statement of Financial Performance,
the effects of changes in the entity’s credit risk are also
presented in the Statement of Financial Performance; and
c) NZ IFRS 9 (2013):
– New hedge accounting requirements including
changes to hedge effectiveness testing, treatment of
hedging costs, risk components that can be hedged and
disclosures;
– Entities may elect to apply only the accounting for gains
and losses from own credit risk without applying the other
requirements of NZ IFRS 9 at the same time.
Financial assets of the Group are measured at
amortised cost with the exception of foreign
currency forward exchange contracts and
options or interest rate swaps which are held at
fair value. The classification and measurement of
these will remain the same under NZ IFRS 9.
For the financial liabilities of the Group held at
fair value (foreign currency forward exchange
contracts and options, and interest rate swaps),
the Group will be required to separate the fair
value movement that relates to changes in the
Group’s credit risk and record this through Other
Comprehensive Income rather than through the
Statement of Financial Performance where the
remaining change in value will be recorded.
For the year ended 30 June 2018 no portion
of the fair value movement on the Group’s
foreign currency forward exchange contracts
and options, and interest rate swaps, relates to
changes in the Group’s credit risk, and therefore
no amount would be required to be included
within Other Comprehensive Income.
The Group applies hedge accounting under NZ
IAS 39 to a borrowing of A$29,350,000 which
has been designated as a hedge of the net
investment in Barossa Valley Estate Pty Limited
(BVE). The hedge meets the effectiveness
requirements of NZ IAS 39 and is also expected
to meet the requirements of NZ IFRS 9. There
may be some additional disclosures required for
this hedge under NZ IFRS 9.
1. GENERAL INFORMATION (CONTINUED)
* For fiscal periods beginning on or after
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
37
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
REFERENCETITLEGROUP
APPLICATION
DATE *
SUMMARYIMPACT ON GROUP
NZ IFRS 16NZ IFRS 16:
Leases
1 July 2019NZ IFRS 16 is the new standard on the recognition,
measurement, presentation and disclosure of leases. The
standard will replace NZ IAS 17: Leases.
The scope of the new standard includes leases of all
assets, with certain exceptions. A lease is defined as a
contract, or part of a contract, that conveys the right to
use an asset (the underlying asset) for a period of time in
exchange for consideration.
NZ IFRS 16 requires lessees to account for all leases under
a single on-balance sheet model (subject to certain
exemptions) in a similar way to finance leases under NZ
IAS 17: Leases. Lessees will be required to recognise a
liability to pay rentals with a corresponding asset, and
recognise interest expense and depreciation separately.
Reassessment of certain key considerations (e.g. lease
term, variable rents based on an index or rate, discount
rate) by the lessee is required upon certain events. Lessor
accounting is substantially the same as lessor accounting
under NZ IAS 17’s dual classification approach.
The Group has significant operating lease
commitments including long-term land
leases, which allow the Group to access
prime viticultural land in Marlborough and the
Hawke’s Bay, which will fall under NZ IFRS 16.
The Group is currently assessing the impacts
of the changes in NZ IFRS 16 on its accounting
policy for the recognition of leases. The Group
will be required to recognise a ‘Right-of-use
Asset’ and a corresponding ‘Lease Liability’
in the statement of financial position for all of
these leases (subject to certain exemptions). The
change will also affect the profile of expenses
(interest and depreciation) and the timing of
these expenses relative to the lease payments
which are currently recognised.
1. GENERAL INFORMATION (CONTINUED)
* For fiscal periods beginning on or after
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
38
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial liabilities comprise bank loans and overdrafts, trade payables and accruals. The
main purpose of these financial liabilities is to raise funding for the Group’s ongoing operations. The Group also has
financial assets such as trade and other receivables and cash which arise directly from its operations.
The Group is counterparty to derivative financial instruments principally being foreign currency forward exchange
contracts and options and interest rate swaps. The purpose of entering into foreign currency forward exchange
contracts and options is to manage currency risk primarily arising from foreign denominated trade receivables.
Interest rate swaps are entered into with the aim of mitigating interest rate risk to movements on floating rate debt
facilities.
The main risks arising from the Group’s financial instruments are foreign currency risk, interest rate risk, credit
risk and liquidity risk. Each of the main operational risks are reviewed by the Treasury Management Committee
(TMC) and their recommendations are provided to the Board of Directors. The composition of the TMC includes the
Managing Director (or Alternate), Chief Financial Officer, Corporate Financial Planning Manager and Independent
Treasury Advisors. The Board reviews and agrees policies for managing each of these risks as summarised below.
Board approval is required for any movement outside policy.
FOREIGN CURRENCY RISK
The net assets employed through subsidiary companies based overseas exposes the Group to foreign currency risk as
a result of changes in the GBP/NZD, AUD/NZD, USD/NZD, EUR/NZD, CAD/NZD, SGD/NZD, JPY/NZD and
CNY/NZD exchange rates. The Group also has foreign currency risk resulting from sales of product in a currency
which is other than that of the New Zealand Dollar. Profits from each export region are repatriated and reported in
New Zealand Dollars and the Group is exposed to changes in foreign exchange rates.
To minimise foreign currency risk the Group enters into forward exchange contracts and options for foreign
denominated sales at levels which are considered to be highly probable. The Group attempts to maintain foreign
currency cover of between 75% to 100% of highly probable sales in one to three months, 50% to 75% for highly
probable sales in four to six months, 25% to 50% for highly probable sales in seven to 12 months, 0% to 50% for
sales between 13 to 18 months and 0% to 25% for sales thereafter. The Group has the option of increasing foreign
exchange cover to 100% for any time period upon approval by the Board of Directors.
When the Group is exposed to foreign currency risk as a result of being contractually committed to purchase capital
items from an overseas supplier and such expenditure is expected to exceed $200,000, the Group’s policy is to ensure
the foreign currency exposure is covered in full. Any capital expenditure between $100,000 and $200,000 is to be
covered at the discretion of the TMC, based on such factors as timing for payment and expected volatility of currency
markets. It is the Group’s policy that in no instance is trading for speculative purposes permitted.
At 30 June 2018, had the New Zealand Dollar moved as illustrated in the following table with all other variables held
constant, post-tax profit and equity would have been affected as follows:
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
39
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
IMPACT ON 2018 REPORTED IMPACT ON 2017 REPORTED
Post-Tax Equity Post-Tax Equity
Profits Profits
Group $000 $000 $000 $000
NZD/USD +5% 1,50 0 1,50 0 607 607
NZD/USD -5% (1,855) (1,855) (653) (653)
NZD/GBP +5% 1,414 1,414 898 898
NZD/GBP -5% ( 1, 574) ( 1, 574) (852) (852)
NZD/AUD +5% 744 (778) 662 (808)
NZD/AUD -5% (904) 778 (719) 904
NZD/CAD +5% 135 135 46 46
NZD/CAD -5% (122) (122) (21) (21)
NZD/EUR +5% (39) (39) (44) (44)
NZD/EUR -5% 43 43 49 49
The above table calculates the impact of a change in foreign exchange rates on closing equity and post-tax profits
of the Group, as a result of the Group being counterparty to transactions which are foreign currency denominated.
Foreign currency denominated balances include trade and other receivables, trade payables and accruals, loans and
borrowings, cash on hand and unsettled foreign exchange contracts that exist at balance sheet date. The net foreign
currency exposure is determined in aggregate and the impact on post-tax profits determined as a result of a +/- 5%
movement in foreign exchange rates. A +5% movement reflects the strengthening of the NZD relative to the other
currency, whereas a -5% movement reflects the weakening fo the NZD relative to the other currency.
The impact upon the Group’s equity balance is derived through determining the impact on post-tax profits as noted
above.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
(increase/
(decrease))
(increase/
(decrease))
(increase/
(decrease))
(increase/
(decrease))
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
40
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
HEDGE OF NET INVESTMENT IN FOREIGN OPERATION
For hedges of a net investment in a foreign operation, the effective portion of the gain or loss on the
hedging instrument is recognised in the statement of other comprehensive income and accumulated in
the foreign currency translation reserve, while any ineffective portion is recognised immediately in the
statement of financial performance. On disposal of the foreign operation, the cumulative amount of any
such gains or losses accumulated within equity is transferred to the statement of financial performance.
The net assets employed in Barossa Valley Estate Pty Limited (BVE) exposes the Group to foreign currency risk as a
result of changes in the AUD/NZD exchange rate.
The foreign currency movement on translation of the net assets of BVE is included in the statement of other
comprehensive income. Since the acquisition of BVE the Group has maintained a portion of their external borrowings
in AUD to mitigate this risk. The foreign exchange movement on these external borrowings in the absence of hedge
accounting, is included in the statement of financial performance.
External borrowings of A$29,350,000 have been designated as a hedge of the net investment in BVE. Gains or losses
on the retranslation of this borrowing are transferred to the statement of other comprehensive income to offset any
gains or losses on translation of the net assets of BVE. There is no hedge ineffectiveness in the year ended 30 June
2018.
INTEREST RATE RISK
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term and
short-term debt obligations with interest payable based on floating rates of interest. Interest rate risk is monitored by
the TMC on an ongoing basis. The recommendation by the TMC to enter into fixed or variable rate debt facilities and
decisions to retire existing debt instruments is made after consideration of the economic indicators impacting upon
the overnight cash rate, which influences the rates of interest charged by financial institutions. All funding facilities
recommended by the TMC must be approved by the Board of Directors.
The Group manages interest rate risk through maintaining a mix of debt instruments having variable and fixed
interest rates. The Group’s policy is to maintain a level of fixed debt facilities between 40% to 100% of core debt for
a period of one year, between 30% to 80% of projected core debt for periods of one to three years, and 15% to 60%
of projected core debt facilities for three to five years. Board approval is required for any fixed rate cover that extends
beyond five years.
The Group also manages interest rate risk through being counterparty to a series of interest rate swaps. The Group
agrees to settle or has the option to exchange, at specified dates, the difference between fixed and variable rate
interest amounts calculated by reference to an agreed upon notional principal amount. These are discussed in Note
9: Derivative Financial Instruments.
The table below demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables
held constant, on the Group’s post-tax profits and equity:
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
41
IMPACT ON 2018 REPORTED IMPACT ON 2017 REPORTED
Post-Tax Equity Post-Tax Equity
Profits Profits
Group $000 $000 $000 $000
2.00% Increase – 200 basis points
(2017: 2.00% Increase – 200 basis points) 5,225 5,225 6,182 6,182
0.25% Decrease – 25 basis points
(2017: 0.25% Decrease – 25 basis points) (653) (653) (773) (773)
The key assumptions which impact upon the values presented in the above table are the following:
– Cash and cash equivalents include deposits on call which are at floating interest rates. The estimated impact upon
interest revenues from these sources is based upon amounts held on deposit remaining at consistent levels as reported
at the balance sheet date. For foreign denominated deposits the impact on foreign exchange is based on the conversion
rate existing at balance sheet date.
– Account balances that are trade receivables or trade payables are generally on 30 to 90 day terms and are non-
interest bearing and are not subject to interest rate risk.
– The impact upon the fair value of the interest rate swaps is based upon the differential in rates between the Group
paying a fixed rate of interest and receiving the floating New Zealand Bank Bill Rate (BKBM) multiplied by the
nominal amount under the swap agreement up until maturity.
– Interest payable on bank debt is based upon the BKBM plus a margin. The margin is dependent upon the Group
achieving certain financial covenants and the margin ranges from 0.84% to 1.23%. The analysis assumes that the
margin and principal is held constant at the same rate as at the balance sheet date with the sensitivity calculating the
effect on interest expense of movements in the BKBM rate. The analysis excludes any future interest that would be
capitalised as part of long-term assets.
– Included in the above table is the change in fair value of interest rate swaps which results from changes in the
floating interest rate.
CREDIT RISK
The Group trades with recognised and creditworthy third parties. It is the Group’s policy that all customers who wish
to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on an ongoing
basis. The maximum exposure to the carrying amount of receivable balances is disclosed in Note 11. The Group does
not have any significant concentrations of credit risk.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
42
LIQUIDITY RISK
Liquidity risk is the risk that an unforeseen event or miscalculation in the required liquidity level may lead to the
Group being unable to meet its day to day funding obligations. To minimise liquidity risk the Group’s policy is to
maintain committed funding facilities at a minimum of 105% of the projected peak debt level over the next 12
months (excluding the cash requirements for any business combinations).
The table below presents all contractual payments which the Group is legally obliged to make and includes all future
interest payments on interest-bearing facilities. The interest cost has been estimated by maintaining the current
principal balance and interest rates that exist at balance sheet date. The table also includes the New Zealand Dollar
equivalent for the foreign currency amounts, which are to be delivered to fulfil obligations under foreign currency
contracts. The table below excludes amounts required to fund operating lease commitments as these are disclosed in
Note 17.
Facility Type
30 June 2018
Facility
Limit
$000
Drawn At
Balance Sheet
Date
$000
< 1 year
$000
1 to 2 years
$000
> 2 years
$000
Working Capital facility 65,000 19,177 579 19,474 –
Term facility (Multi-Currency) 146,000 131,961 3,985 134,003 –
Forward Start Facility 100,000 100,000 3,015 101,545 –
Term facility (AUD) 38,114 34,8 47 1,058 35,389 –
Derivative financial instruments N /A N /A 86,873 1,613 2,097
Trade payables and accruals N /A 3 2 ,1 6 6 32,166 – –
Financial guarantee contracts N /A N /A 1,357 – –
As at 30 June 2018 349,114 318,151 129,033 292,024 2,097
Included in the table above are financial guarantees which are valued at their highest possible amount that can be
called at balance date. For each individual guarantee if the obligation at balance date is lower than the maximum
amount callable under the guarantee then the lower value has been included. The guarantees can be called in favour
of the beneficiary if certain acts of non-performance occur. The Directors consider the likelihood of each financial
guarantee being called remote.
A General Security Agreement exists in favour of Westpac New Zealand Limited, Westpac Banking Corporation, Bank
of New Zealand, and ASB Bank Limited to secure amounts loaned to the Group. The General Security Agreement
covers the existing and future assets of Delegat Group Limited, Delegat Limited, Delegat Australia Pty Limited, and
Barossa Valley Estate Pty Limited. The amount of the guarantee in respect of the banking facilities is not included in
the above table and is the lower value of the net assets of the Group and the aggregate of the loans advanced at balance
date. Loan facilities are disclosed in Note 10.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
43
Facility Type
30 June 2017
Facility
Limit
$000
Drawn At
Balance Sheet
Date
$000
< 1 year
$000
1 to 2 years
$000
> 2 years
$000
Working Capital facility 65,000 40,521 1,286 1,286 41,169
Term facility (Multi-Currency) 146,000 110,849 3,344 3,344 112,535
Forward Start Facility 100,000 100,000 3,070 3,070 101,548
Term facility (AUD) 36,788 31,532 908 908 31,990
Derivative financial instruments N/A N/A 52,129 2,962 2,159
Trade payables and accruals N/A 28,857 28,857 – –
Financial guarantee contracts N/A N/A 1,023 – –
As at 30 June 2017 347,788 311,759 90,617 11,570 289,401
All of the above facilities have a floating rate of interest which is tied to the New Zealand BKBM plus margin. At
balance sheet date the Group has interest rate swaps that cover $131,680,000 (2017: $133,379,000) of the principal
balance drawn at balance sheet date. Refer to Note 9.
The Group maintains credit facilities at a level sufficient to fund the Group’s working capital during the period
between cash expenditure and cash inflow.
SUMMARY OF FINANCIAL INSTRUMENTS HELD
At the balance sheet date the Group reports the following categories of financial instruments:
2018 2017
$000 $000
Financial Assets
Loans and receivables at amortised cost 45,501 39,268
Financial assets at fair value through profit and loss – 1,935
45,501 41,203
Financial Liabilities
Financial liabilities at amortised cost 312,70 0 3 0 7, 0 0 4
Financial liabilities at fair value through profit or loss 6,731 5,74 3
319,431 312,747
The Group does not have any financial assets or liabilities that are classified as held for trading, available for sale or
classified as held to maturity.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
44
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of financial instruments is presented in the previous table. For financial instruments measured at
fair value further disclosure is required that allocates the fair values into a measurement hierarchy. The following
principles have been applied in classifying these instruments:
Level 1 – the fair value is calculated using quoted prices in active markets;
Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly (as prices) or indirectly (derived from prices);
Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data.
The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised in
the table below:
Level 1 Level 2 Level 3 Total
30 June 2018 $000 $000 $000 $000
Financial Liabilities
Foreign currency forward exchange option contracts – 829 – 829
Foreign currency forward exchange contracts – 185 – 185
Interest rate swap contracts – 5,717 – 5,717
– 6,731 – 6,731
The fair value of financial instruments held at balance date that are not traded on an active market include foreign
currency forward exchange contracts and options and net settled interest rate swap contracts. The fair values are
derived through valuation techniques that maximise the use of observable market data where it is available and rely as
little as possible on entity specific estimates. If all significant inputs come from observable market data the instrument
is included in Level 2 of the hierarchy.
Level 1 Level 2 Level 3 Total
30 June 2017 $000 $000 $000 $000
Financial Assets
Foreign currency forward exchange option contracts – 1,398 – 1,398
Foreign currency forward exchange contracts – 537 – 537
– 1,935 – 1,935
Financial Liabilities
Interest rate swap contracts – 5,743 – 5,743
– 5,743 – 5,743
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
45
FINANCIAL RISK ASSOCIATED TO BEARER PLANTS
The Group is exposed to financial risks in respect of agricultural activities. The agricultural activities of the Group
consist of the management of vineyards to produce grapes for use in the production of wine. The primary risk
borne by the Group is caused by the length of time between when cash is expended on the purchase or planting and
maintenance of grape vines and on harvesting grapes and the ultimate realisation of proceeds from the sale of finished
product (wine). The Group takes reasonable measures to ensure that the current year’s harvest is not affected by
disease, drought, frost, or other factors that may have a negative effect upon yield and quality. These measures include
consultation with experts in viticulture, frost protection measures, and ensuring that each vineyard is managed
according to a specifically developed Vineyard Management Calendar.
CAPITAL MANAGEMENT
When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to
maintain optimal returns to shareholders and benefits for other stakeholders of the business. The ultimate aim is
to maintain a capital structure which provides flexibility to enable future growth of the Group whilst ensuring the
lowest cost of capital is available to the Group.
Management review the capital structure of the Group as a result of changes in market conditions which impact
upon interest and foreign exchange rates and may adjust the capital structure to take advantage of these changes.
Management have no current plans to issue further shares on the market but is intent on growing the business which
will require future funding.
The Group is subject to a series of bank covenants over its Senior Debt facilities. These are discussed in Note 10.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
46
3. SEGMENTAL REPORTING
An operating segment is a reportable segment if the segment engages in business activities in which it may
earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s Chief
Operating Decision Maker and for which discrete financial information is available.
The Group reviews its operational performance based upon the management and the geographic areas in which their
customers are based. Financial information which is available to management in order to assess segment performance
and investment opportunities is presented on the same basis. In accordance with NZ IFRS 8: Operating Segments this
forms the basis of presentation for Segment Reporting and is the format adopted below:
– Delegat Limited (Delegat) is party to vineyard leases and has interests in freehold land and winery infrastructure
which allows the company to grow, harvest and make finished wine to be marketed, distributed and sold into the
Super Premium wine markets. Delegat sells and markets its product through a combination of subsidiary companies
based overseas or to customers and distributors directly in the New Zealand, Canadian, Asian and Pacific Island
markets. Delegat Australia Pty Limited, Delegat Europe Limited and Delegat USA, Inc. act as distributors and assist
in the marketing of product in their respective geographic regions. Wines are sold all year round to all regions and the
Group considers there is no significant variations in revenues throughout the year.
The Group implements appropriate transfer pricing regimes within the operating segments on an arm’s length basis
in a manner similar to transactions with third parties.
Management monitors the operating results of its business units separately for the purpose of making resource
allocations and performance assessments. Segment performance is evaluated based on operating profit or loss,
which may be measured differently from operating profit or loss in the consolidated financial statements as segment
reporting is based upon internal management reports. The main differences are a result of some deferred tax balances
being recognised upon consolidation not being allocated to individual subsidiaries. Also intercompany stock margin
eliminations are managed on a group basis and are not allocated to operating segments.
REVENUE
Revenue is recognised and measured at the fair value of the consideration received or receivable to the
extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably
measured. The following specific recognition criteria have been applied to each individual classification
of revenue:
(i) Sale of Goods
The primary source of revenue earned by the Group is through providing wine to third party retailers and
distributors. Revenue is recognised when the significant risks and rewards of ownership have passed to
the buyer and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Risks and rewards of ownership are considered passed to the buyer at the time of delivery of goods to the
customer.
(ii) Interest Revenue
Revenue is recognised as interest accrues using the effective interest rate method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant
period using the effective interest rate, which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
47
REVENUE
Sales are often made with volume discounts and other rebates. Group revenue is recorded based on the
prices specified on customer invoices, net of estimated volume discounts and other rebates provided to
these customers. For volume discounts and other rebates not invoiced at the reporting date these are
estimated based on agreements with customers and estimated depletions during the period. At 30 June
2018 the Group has recognised accruals for these volume discounts and other rebates of $18.6 million
(2017: $15.3 million). The majority of these amounts will be settled within the six months following
balance date.
Year ended
30 June 2018
Delegat
Limited
$000
Delegat
Australia
Pty Ltd
$000
Delegat
Europe
Limited
$000
Delegat
USA, Inc.
$000
Other
Segments
9
$000
Eliminations
and
Adjustments
10
$000
Year Ended
30 June
2018
$000
Operating income
External sales
7
65,659 78,405 66,525 104,928 6,720 (50,780) 271,457
Internal sales 214,487 – – – 12,984 (227,471) –
Unrealised foreign
exchange gains/(loss) 846 – (4) – 26 (281) 587
Dividend revenue 7,873 – – – 5 (7,869) 9
Interest revenue 2 4 – – 3,591 (3,528) 69
Total segment revenues
1
288,867 78,409 66,521 104,928 23,326 (289,929) 272,122
Operating expenses
Interest expense
2
14,366 – – – 1,119 (3,528) 11,957
Depreciation
3
13,270 134 22 61 1,602 – 15,089
Income tax expense
4
15,436 715 555 735 1,264 (379) 18,326
Segment profit/(loss) 46,941 1,642 2,471 1,355 3,271 (8,844) 46,836
Assets
Segment assets
5
650,666 18,528 14,111 29,446 119,451 (123,348) 708,854
Capital expenditure
6
44,466 6 – – 2,733 – 47,205
Segment liabilities 369,939 5,358 9,848 18,815 41,086 (79,381) 365,665
3. SEGMENTAL REPORTING (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
48
Year ended
30 June 2017
Delegat
Limited
$000
Delegat
Australia
Pty Ltd
$000
Delegat
Europe
Limited
$000
Delegat
USA, Inc.
$000
Other
Segments
9
$000
Eliminations
and
Adjustments
10
$000
Year Ended
30 June
2017
$000
Operating income
External sales
8
61,440 75,119 64,323 95,283 3,758 (49,893) 250,030
Internal sales 199,182 – – – 9,841 (209,023) –
Unrealised foreign
exchange gains 645 – 115 – 561 (60) 1,261
Fair value gain on derivative
financial instruments 1,364 – – – – – 1,364
Dividend revenue 27 – – – 6 – 33
Interest revenue 7 5 10 1 4,387 (4,385) 25
Total segment revenues
1
262,665 75,124 64,448 95,284 18,553 (263,361) 252,713
Operating expenses
Interest expense
2
16,282 – – – 1,217 (4,385) 13,114
Depreciation
3
12,216 133 20 66 1,356 – 13,791
Income tax expense
4
13,797 572 325 952 966 (124) 16,488
Segment profit/(loss) 34,328 1,311 1,284 1,430 2,623 (320) 40,656
Assets
Segment assets
5
602,111 15,280 13,687 23,714 129,981 (125,984) 658,789
Capital expenditure
6
34,748 12 106 31 5,574 – 40,471
Segment liabilities 367,525 4,149 4,956 15,215 42,866 (82,991) 351,720
1.
Intersegment revenues are eliminated on consolidation. Intercompany profit margins are also eliminated.
2.
Interest expense is net of any interest capitalised to long-term assets. During the year $1,692,000 was capitalised to long-term assets (2017:
$1,459,000).
3.
Depreciation expense presented above is gross of $13,683,000 (2017: $12,610,000), which has been included within inventory.
4.
Segment income tax expense does not include the deferred tax impacts of temporary differences arising from intercompany stock margin eliminations
or fair value adjustments resulting from the purchase of subsidiary companies as these are managed on a group level.
5.
Segment assets include the value of investments and loan balances for subsidiaries which reside in Delegat Limited however do not include the
effects of stock margin eliminations for stock on hand in subsidiaries.
6.
Capital expenditure consists of additions of property, plant and equipment inclusive of capitalised interest. Capital expenditure is included within
each of the reported segment assets noted above.
7.
During the 2018 financial year Delegat USA, Inc had a single customer which comprised 10% or more of group sales amounting to $49,775,000 and
Delegat Australia Pty Limited had a single customer which comprised 10% or more of Group sales amounting to $35,372,000.
8.
During the 2017 financial year Delegat Australia Pty Limited had a single customer which comprised 10% or more of Group sales amounting to
$33,607,000 and Delegat USA, Inc. had a single customer which comprised 10% or more of group sales amounting to $32,019,000.
9.
Other segments’ assets include non-current assets of Barossa Valley Estate Pty Limited of $49,943,000 (2017: $47,162,000) which are located in
Australia.
10.
The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and balances which are eliminated on
consolidation.
3. SEGMENTAL REPORTING (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
49
4. EXPENSES
Selling, marketing and promotion expenses include various payments to customers for promotional
support. These payments can be for listing fees, mailer fees, and other incentives. For the expenses that
have not been invoiced at the reporting date these are estimated based on agreements with customers and
estimated achievement of various targets by the customer. At 30 June 2018 the Group has recognised
accruals for these expenses of $4.5 million (2017: $4.0 million). The majority of these amounts will be
settled within the six months following balance date.
Expenses by function have been categorised as follows:
Note 2018 2017
$000 $000
Cost of sales 119,9 6 0 115,764
Selling, marketing and promotion expenses 59,033 55,485
Corporate governance expenses 934 911
Administration expenses 12,153 10,295
Fair value loss on financial derivative instruments 2,923 –
Specific components of the above expenses include:
Directors’ fees – Delegat Group Limited 280 303
Directors’ fees – Overseas subsidiaries 59 53
Depreciation
1
13 15,089 13,791
Wages and salaries
2
39,872 36,941
Defined contribution pension plans
2
1,435 1,297
Termination benefits paid
2
109 174
Vineyard related lease payments
3
7, 0 7 8 6,529
Other lease payments 8,168 7, 0 4 7
Auditor Remuneration
4,5
Assurance services
Audit of the financial statements 200 190
Non-assurance services
Tax compliance 38 33
Total remuneration 238 223
1.
The depreciation figure presented above represents the gross depreciation charge for the year. Depreciation is recorded in the business function to
which the asset relates. Depreciation incurred on assets directly associated with winemaking and viticulture of $13,683,000 (2017: $12,610,000) is
included within the cost of inventories and expensed as a cost of sales when product is sold.
Depreciation on vineyard development commences when the vineyard is considered to be in commercial production, which is generally when the
vineyard has produced approximately 60% of the expected yield at full production.
2.
The employee benefit figures above represent the gross employee benefits expense for the year. Included within inventory is remuneration paid to
employees directly associated with winemaking, bottling and packaging. During the year $7,914,000 (2017: $7,585,000) of employee benefits
were included within inventory. These costs are included within inventory until the stock to which the expenditure relates is sold.
3.
The lease expense figures above represent the total lease payments and other occupancy expenses for the year. During the year no lease costs
(2017: $Nil) have been capitalised to property, plant and equipment in respect of vineyards that are in development and are not considered to be in
commercial production, which is generally when the vineyard has produced approximately 60% of the expected yield at full production.
4.
The auditor of Delegat Group Limited is Ernst & Young. Amounts received, or due and receivable, by Ernst & Young are as disclosed above.
5.
During the year the Group also paid $4,000 (2017: $3,000) to SBA Stone Forest CPA Co. Limited for the audit of the local financial statements of
Delegat (Shanghai) Trading Co. Limited.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
50
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5. EARNINGS PER SHARE
Basic earnings per share is calculated as Group profit after income tax attributable to ordinary shareholders
of the Parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share
dividends, divided by the weighted average number of ordinary shares on issue.
Diluted earnings per share is calculated as Group profit after income tax attributable to ordinary
shareholders of the Parent adjusted for:
– costs of servicing equity (other than dividends) and preference share dividends;
– the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have
been recognised as expenses;
– other non-discretionary changes in revenues and expenses during the period that would result from the
dilution of potential ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares.
The following reflects the earnings used in the calculation of the basic and fully diluted earnings per share.
2018 2017
a) Earnings Used in Calculating Earnings per Share
Profit for the year – basic and fully diluted ($000) 46,836 40,656
b) Weighted Average Number of Shares
Weighted average number of shares – basic and fully diluted (000’s) 101,130 101,13 0
c) Reported Earnings Per Share on statement
of financial performance (expressed as cents per share)
– Basic and fully diluted earnings per share 46.31 40.20
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
51
6. SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction from the proceeds.
2018 2017
$000 $000
Balance at the beginning of the year 49,815 49,815
Balance at the end of the year 49,815 49,815
a) Movement in the Number of Ordinary Shares on Issue Shares Held
000s 000s
Balance at the beginning of the year 101,130 101,13 0
Balance at the end of the year 101,130 101,13 0
All ordinary shares have equal voting rights and share equally in dividends and surplus on winding up.
b) Nature and Purpose of Reserves
Foreign Currency Translation Reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the
financial statements of foreign subsidiaries. During the year equity increased by $3,238,000 upon the translation of
foreign subsidiaries (2017: $1,271,000 decrease).
7. DIVIDENDS PAID AND PROPOSED
a) Recognised Amounts
Dividends that were declared and paid on ordinary shares during the year amounted to $13,153,000 (2017:
$12,138,000) equating to 13.0 cents per share (2017: 12.0 cents per share).
b) Unrecognised Amounts
After the balance sheet date, dividends of 15.0 cents per share were approved by the Board of Directors. These
amounts are not recognised in these financial statements as the declaration date was subsequent to year-end.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
52
8. TRADE PAYABLES AND ACCRUALS
Trade payables are initially recognised at fair value and then carried at amortised cost, and due to their
short-term nature, they are not discounted. They represent liabilities for goods and services provided to
the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged
to make future payments in respect of the purchase of these goods and services.
Provisions are recognised when the Group has a present obligation as a result of a past event and it is
probable that an outflow of economic resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are measured as the present value of management’s best estimate of the expenditure required to
settle the present value of the obligation at the balance sheet date. If the effect of the time value of money
is material, provisions are discounted using a pre-tax rate that reflects the time value of money and the
risks specific to the liability. The increase in the provision resulting from the passage of time is recognised
as a finance cost.
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulated sick
leave expected to be settled within 12 months of the reporting date are recognised in respect of the
employee’s services up to the reporting date. They are measured as the amounts expected to be paid when
the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken
and is measured at the rates paid or payable.
The Group makes regular contributions to various defined contribution pension plans. Included within
the statement of financial performance are amounts paid and payable by the Group into these pension
plans, net of any related tax rebates. The Group does not make available or make contributions to any
defined benefit superannuation plans.
2018 2017
$000 $000
Trade payables 1 7, 8 4 1 16,355
Employee entitlements and leave benefits 5,220 4,366
Goods and services tax 775 467
Accrued expenses 9,105 8,136
32,941 29,324
Trade payables are unsecured, non-interest bearing and are generally settled on 30 to 60 day terms. The carrying
amount disclosed above is a reasonable approximation of fair value.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
53
9. DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses derivative financial instruments such as forward currency contracts and options to
economically hedge its risks associated with foreign currency fluctuations and interest rate swaps to
manage interest rate risk. Such derivative financial instruments are initially recognised at fair value on
the date on which a derivative contract is entered into, and are subsequently remeasured to fair value at
balance date. Any gains or losses arising from changes in the fair value of derivatives are taken directly
to the statement of financial performance. The fair value of forward exchange contracts and options is
determined by reference to current forward exchange rates for contracts with similar maturity profiles.
The fair value of interest rate swaps is determined by reference to market values for similar instruments.
The Group’s derivative financial instruments are classified as level 2 in the fair value hierarchy, as they
have inputs other than observable quoted prices. In calculating the mark-to-market values, management
has considered the forward rates.
The Group has the following derivative financial instruments outstanding at the balance sheet date.
a) Foreign Currency Forward Exchange Contracts and Options
i) Forward Exchange Contracts
AVERAGE CONTRACTED RATE NOTIONAL VALUE
2018 2017 2018 2017
Selling Currency/Buying NZD $000 $000
Sell AUD, maturity 0 –3 months 0.9177 0.9317 9,970 12,665
Sell USD, maturity 0 –1 months 0.6894 – 9,213 –
Sell GBP, maturity 1 –10 months 0.5147 0.5504 1 7, 6 0 4 10,768
Sell CAD, maturity 1 –5 months 0.8985 0.9241 5,845 2,164
Sell SGD, maturity 1 –2 months 0.9294 0.9686 215 480
Sell JPY, maturity 3 months 74.0000 – 67 –
Sell HKD, maturity 0 –2 months 5.3724 5.3320 372 82
Buying Currency/Selling NZD
Buy EUR, maturity 0-6 months 0.5924 0.6299 481 1,33 4
The fair value of forward exchange contracts is determined by comparing the market rates for contracts with the same
nominal amount, exercise price and length of time to maturity.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
54
ii) Forward Currency Options
AVERAGE CONTRACTED RATE NOTIONAL VALUE
2018 2017 2018 2017
Selling Currency / Buying NZD $000 $000
Sell USD, maturity 0 –12 months 0.7014 0.6885 18,542 14,527
Sell GBP, maturity 6 –12 months 0.5165 0.5410 12,587 9,252
Sell AUD, maturity 3 –12 months 0.9170 0.9275 5,453 2,156
Sell CAD, maturity 3 –12 months 0.9018 0.9265 4,715 2,698
NZ IAS 39: Financial Instruments: Recognition and Measurement requires that derivative financial
instruments are classified as held for trading for measurement purposes unless they are accounted for
as hedges. Under NZ IAS 1: Presentation of Financial Statements, assets and liabilities under the held
for trading classification would generally be classified as current in the statement of financial position.
However if the intent is not to actually trade the derivative financial instruments with maturities
greater than 1 year but to hold them until maturity, then the derivative financial instruments are more
appropriately classified as non-current. The amounts that are classified as non-current reflect the amounts
that will not be settled in the next 12 months.
The classification of forward exchange contracts and forward currency options between current and non-current
is based on whether the contracts will be settled in the next 12 months. The fair value of open contracts existing at
balance sheet date are classified as follows:
2018 2017
Assets Liabilities Assets Liabilities
$000 $000 $000 $000
Current:
Forward Exchange Contracts – 185 537 –
Foreign Currency Options – 829 1,285 –
– 1,014 1,822 –
Non-current:
Foreign Currency Options – – 113 –
– – 113 –
9. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
55
b) Interest Rate Swaps
In order to protect against risks relating to increases in interest rates, the Group has entered into interest rate swap
contracts under which the Group receives interest at variable rates and has agreed to pay interest at fixed rates for
varying terms of principal and time durations.
At balance sheet date interest rate contracts are in place that cover a total $105,000,000 (2017: $105,000,000) of
current New Zealand dollar denominated Group debt through 13 separate cap rate agreements, which range in
maturity from zero to six years, with a weighted average interest rate cap of 3.82% plus bank margin (2017: 3.82% plus
bank margin). In addition, interest rate contracts are in place that cover a total A$24,500,000 (2017: A$27,000,000)
of current Australian dollar denominated Group debt through eight separate cap rate agreements, which range in
maturity from zero to four years, with a weighted average interest rate cap of 3.74% plus bank margin (2017: 3.66%
plus bank margin).
At balance sheet date the Group has a further eight separate cap rate agreements that cover a total of $70,000,000
(2017: $50,000,000) which apply from various future dates to cover future Group indebtedness. These range in
maturity from four to six years, with interest rate caps ranging between 3.05% and 4.90% plus bank margin
(2017: 3.60% to 4.90% plus bank margin). A further three cap rate agreements are in place that cover a total of
A$15,000,000 (2017: A$15,000,000) which apply from various future dates, ranging in maturity from five to six
years, with interest rate caps ranging between 1.95% and 2.37% plus bank margin (2017: 1.95% and 2.37% plus
bank margin). The application date of these New Zealand dollar and Australian dollar denominated future cap rate
agreements range between September 2018 and July 2020.
The total fair value of these contracts at balance sheet date is a liability of $5,717,000 (2017: $5,743,000 liability).
The Group has elected not to apply hedge accounting to its derivative financial instruments and accordingly
the instruments have been classified as fair value through profit and loss.
The classification between current and non-current is based on whether the contracts or portion of contracts will be
settled within the next 12 months. The total fair value of these contracts at balance sheet date are classified as follows:
2018 2017
Assets Liabilities Assets Liabilities
$000 $000 $000 $000
Current:
Interest Rate Swaps – 2,006 – 1,987
– 2,006 – 1,987
Non-current:
Interest Rate Swaps – 3,711 – 3,756
– 3,711 – 3,756
9. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
56
10. INTEREST-BEARING LOANS AND BORROWINGS
a) Debt Facilities Existing at Balance Sheet Date
Loans and borrowings are initially recognised at the fair value of the consideration received less directly
attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the effective interest method. Fees paid on the establishment
of loan facilities that are yield related are included as part of the carrying amount of the loans and
borrowings. Borrowings are classified as current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after balance sheet date.
Borrowing costs are expensed as incurred except when they are directly attributable to the acquisition or
construction of a qualifying asset. When this is the case, they are capitalised as part of that asset. Once
the asset is put into productive use, capitalisation of the borrowing costs ceases.
At the balance sheet date the following debt facilities have been drawn upon by the Group.
MaturityEffective Interest Rate2018
$000
2017
$000
20182017
Non-Current Debt Obligations
Term facility (Multi-Currency)3 January 20203.88%4.02% 131,853 110,666
Forward Start facility3 January 20204.27%4.44% 99,940 99,898
Term facility (AUD)3 January 20203.04%2.88% 34,823 31,494
Working Capital 3 January 20203.02%3.17 % 19,138 40,455
285,754 282,513
The carrying amount of the Group’s non-current borrowings are the fair values at balance sheet date.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
57
b) Terms and Conditions of Debt Facilities
i) Senior Debt Facilities
The Group has a syndicated Senior Debt facilities agreement with Westpac New Zealand Limited, Westpac Banking
Corporation, Bank of New Zealand and ASB Bank Limited. With the syndicated facility a General Security Agreement
has been put in place in favour of the banks over the existing and future assets of Delegat Group Limited, Delegat
Limited, Delegat Australia Pty Limited and Barossa Valley Estate Pty Limited.
At balance sheet date the Working Capital, Term facility (Multi-Currency), Term facility (AUD), and Forward Start
facility collectively make up the syndicated Senior Debt Facilities of Delegat, which provide funding for the assets
of the Group. The maximum limit of the Working Capital facility is NZ$65,000,000 (2017: NZ$65,000,000), the
Term facility (Multi-Currency) is NZ$146,000,000 (2017: NZ$146,000,000), Term facility (AUD) is A$35,000,000
(2017: A$35,000,000), and Forward Start facility is NZ$100,000,000 (2017: NZ$100,000,000). At balance sheet
date $63,129,000 (2017: $64,885,000) is available for further drawdown on these facilities.
The Term facility (AUD) and a portion of the Term facility (Multi-Currency) are denominated in Australian dollars
(A$). The amount drawn down in foreign currency at the balance sheet date was A$61,350,000 (2017: A$59,350,000).
Interest on these facilities is based on the BKBM plus margin. The facility agreement requires that certain banking
covenants be met and requires the Group to maintain or better specified EBITDA and fixed charges coverage ratios,
and maintain or better a minimum adjusted equity balance. The Group must also maintain or better a specified total
tangible asset backing. At year-end, and at measurement dates during the year, the covenants of the Senior Debt
Facilities have been met.
ii) Other Facilities
Delegat also has available an overdraft limit of $1,000,000 (2017: $1,000,000). Interest charged on this facility is at
the commercial lending rate (2017: commercial lending rate). At 30 June 2018 the commercial lending rate is 5.85%
(2017: commercial lending rate 5.60%). No amount is drawn against this facility at balance sheet date.
10. INTEREST-BEARING LOANS AND BORROWINGS (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
58
11. TRADE AND OTHER RECEIVABLES
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method, less an allowance for any uncollectable amounts.
Collectability of trade receivables is reviewed on an ongoing basis. Where trade receivable balances are
outstanding beyond their normal trading terms, the likelihood of the recovery of these trade receivables is
assessed by management. The Group reviews the standing of each trade receivable balance to determine if
the recording of an impairment loss is required. Debts that are known to be uncollectable are written off
when identified. An allowance for doubtful debts is raised when there is objective evidence that the Group
will not be able to collect the debt.
2018 2017
$000 $000
Trade receivables 38,122 31,875
Prepayments and sundry receivables 3,115 2,580
Non-trade receivables – 334
Goods and services tax 1,398 1,163
42,635 35,952
As at 30 June 2018 the ageing of trade receivables, net of provisions (as detailed below), is as follows:
Tot a lCurrent< 30 days31 to 60 days61 to 90 days> 90 days
$000 $000 $000 $000 $000 $000
PDNI PDNI PDNI
30 June 2018 38,122 3 7, 0 9 3 992 27 10 –
30 June 2017 31,875 31,10 9 453 279 34 –
All amounts recognised as trade receivables are unsecured and the maximum credit risk is equivalent to the carrying
values noted directly above. Trade receivables are non-interest bearing and generally settled on 30 to 90 day terms.
Due to their short-term nature trade receivables are not discounted and the above values approximate their fair value.
There are amounts which are past due (PDNI) however the Group does not consider these to be impaired as the
ultimate collection is reasonably assured.
The Group has not recognised any provision for doubtful debts at 30 June 2018 (2017: $Nil).
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
59
12. INVENTORIES
Inventories are valued at the lower of cost or net realisable value. Net realisable value is the estimated
selling price in the ordinary course of business, less estimated costs of completion and the estimated costs
necessary to make the sale. Costs of finished goods sold are assigned on a weighted average cost basis.
GRAPES
Included within the cost of inventory is the fair value of the grapes (agricultural produce) at the time the
grapes are harvested. At the point of harvest, the harvest of grapes qualify as agricultural produce under
NZ IAS 41: Agriculture and are recorded at fair value at that date. The fair value becomes the basis of
cost when accounting for inventories.
Growing Costs
i) Growing Costs where the Group maintains a Beneficial Ownership in Vine Stock
Harvesting of the grape crop is ordinarily performed in late March or early April. Costs incurred in
growing the grapes, including any applicable harvest costs, are initially allocated into the cost of inventory
as part of the total costs to acquire and grow the agricultural produce. At the point of harvest, a fair
value adjustment is made so that the cost per tonne is adjusted to fair value in accordance with NZ IAS
41: Agriculture and NZ IFRS 13: Fair Value Measurement. Any difference between cost and fair value is
included within the statement of financial performance as cost of sales.
ii) Growing Costs where the Group is not the Beneficial Owner of Vine Stock
The Group is party to long-term vineyard operating lease contracts where the Group is able to access,
harvest and grow agricultural produce, however does not maintain the beneficial ownership in the
underlying bearer plant. Vineyard costs that are incurred subsequent to harvest up to balance sheet date
do not qualify as agricultural produce under NZ IAS 41: Agriculture and are accounted under NZ IAS 2:
Inventories, as inventories. Where growing costs are incurred and the Group is not the beneficial owner
of the bearer plants, growing costs are reported at the lower of cost and net realisable value in accordance
with NZ IAS 2: Inventories.
At the point of harvest, management labour and vineyard lease costs have been separately identified from
the pool of growing costs and do not form part of the difference between cost and fair value. These costs
are expensed to the statement of financial performance as cost of sales.
The fair value of grapes at the point of harvest is determined by reference to the market prices for each
variety of grape grown in the local area and the market price paid to independent grape growers. Any
difference between cost and fair value is included within the statement of financial performance as cost
of sales.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
60
2018 2017
$000 $000
Current vintage 85,050 7 7, 4 2 5
Aged wine 52,418 4 7, 4 3 9
Growing costs relating to next harvest 4,614 4,241
Winery ingredients, packaging materials and other 5,349 4,575
147,431 133,68 0
During the year the Group harvested a total of 38,012 tonnes of grapes (2017: 34,595 tonnes) in New Zealand. Of
this amount a total of 10,927 tonnes (2017: 10,728 tonnes) were purchased from independent third party growers.
The Group harvested 2,047 tonnes of grapes in Australia (2017: 2,760 tonnes). Of this amount a total of 1,362
tonnes (2017: 2,231 tonnes) were purchased from independent third party growers. The fair value of agricultural
produce from the Group’s owned and leased vineyards at the point of harvest was $51,264,000 (2017: $42,662,000).
A fair value gain of $21,745,000 (2017: $16,959,000) was recorded during the year and included within cost of sales.
Included within cost of sales is a total of $141,705,000 (2017: $132,723,000) which represents costs expended in
grape growing (inclusive of lease costs), procurement, delivery and materials.
12 . I N V E N T O R I E S (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
61
13. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated
impairment losses. Such costs include the cost of replacing parts that are eligible for capitalisation when
the cost of replacing the parts is incurred. The cost of purchased property, plant and equipment is the
value of the consideration given to acquire the assets and the value of other directly attributable costs,
which have been incurred in bringing the assets to the location and condition necessary for their intended
service.
The cost of self-constructed assets includes the cost of all materials used in the construction, direct labour
on the project, operating lease and financing costs that are directly attributable to the project and an
appropriate proportion of variable and fixed overheads. Costs cease to be capitalised when the asset is
ready for productive use. In respect of vineyard improvements, capitalisation of costs continue until the
vineyards are ready for productive use, which is when the vineyard has produced approximately 60% of
expected yield at full production, ordinarily a period of three years after the planting of vines.
Land and Land Improvement assets are measured at cost and are not subject to depreciation.
IMPAIRMENT
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. If an impairment trigger exists the recoverable amount of the asset is
determined, being the higher of an asset’s fair value, less costs to sell, and value in use. An impairment
charge is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
For the purposes of assessing impairment, assets are valued at the lowest levels for which there are
separately identifiable cash flows (cash-generating units).
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
62
DEPRECIATION
Depreciation of property, plant and equipment, other than land which has an indefinite economic life and
hence not depreciated, is charged on a straight-line basis so as to write off the assets to their expected
residual value over their estimated useful lives. The estimated useful lives are as follows:
Buildings 10–50 years
Plant and Equipment 3–50 years
Vineyard Improvements 3–50 years
Bearer Plants 50 years
The estimation of the useful lives of assets has been based on historical experience as well as lease terms.
The condition of the assets are assessed at least once per year and considered against the remaining useful
life. Adjustments to useful lives are made when considered necessary.
Depreciation on vineyard improvements commences when the vineyard is considered to be in commercial
production, which is when the vineyard has produced approximately 60% of the expected yield at full
production, ordinarily a period of three years after the planting of vines. The assets’ residual values, useful
lives and depreciation methods are reviewed, and adjusted if appropriate at the end of each financial year.
Capitalised assets on leased vineyards or office premises are depreciated over the shorter of the estimated
useful life of the asset and the remaining lease term.
IMPAIRMENT
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to
the Group and to the particular asset that may lead to impairment. If an impairment trigger exists the
recoverable amount of the asset is determined. Management consider there are no indicators of impairment
in the current year and the recoverable amount of the Group’s assets was not required to be determined.
a) Reconciliation of Carrying Amounts at the Beginning and End of the Year
Year ended 30 June 2018
Freehold Land
and Land
Improvements
Vineyard
Improvements
Bearer PlantsBuildingsPlant and
Equipment
Capital Work in
Progress
Total
$000 $000 $000 $000 $000 $000 $000
Net book value at 1 July 2017 116,501 64,615 45,833 100,172 118,181 33,373 478,675
Additions / Transfers 11,535 8,876 726 11,444 15,678 (1,548) 4 6,711
Disposals (1,375) (74) – (173) (425) – (2,047)
Foreign currency translation 250 470 97 313 356 125 1,611
Depreciation charge – (2,803) (1,198) (2,470) (8,618) – (15,089)
Net book value at 30 June 2018 126,911 71,084 45,458 109,286 125,172 31,950 509,861
At cost 126,918 107,361 57,195 123,945 210,478 31,950 6 5 7, 8 4 7
Accumulated depreciation and
impairment (7) (36,277) (11,737) (14,659) (85,306) – ( 1 4 7, 9 8 6 )
Net book value at 30 June 2018 126,911 71,084 45,458 109,286 125,172 31,950 509,861
13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
63
a) Reconciliation of Carrying Amounts at the Beginning and End of the Year (continued)
Year ended 30 June 2017
Freehold Land
and Land
Improvements
Vineyard
Improvements
Bearer PlantsBuildingsPlant and
Equipment
Capital Work in
Progress
Total
$000 $000 $000 $000 $000 $000 $000
Net book value at 1 July 2016 113,090 58,300 46,881 98,435 113,311 23,195 453,212
Additions / Transfers 3,563 9,007 249 4,165 13,067 9,944 39,995
Disposals (171) (367) (172) (99) (10) - (819)
Foreign currency translation 19 (203) 1 8 19 234 78
Depreciation charge - (2,122) (1,126) (2,337) (8,206) - (13,791)
Net book value at 30 June 2017 116,501 64,615 45,833 100,172 118,181 33,373 478,675
At cost 116,508 98,085 56,368 112,343 195,994 33,373 612,671
Accumulated depreciation and
impairment (7) (33,470) (10,535) (12,171) (77,813) - (133,996)
Net book value at 30 June 2017 116,501 64,615 45,833 100,172 118,181 33,373 478,675
b) Other Items
During the year no assets were transferred and classified as assets available for sale. The weighted average interest rate
on interest capitalised during the year was 4.66%.
Bearer Plants consist of grape vines on our vineyards located in New Zealand and the Barossa Valley, Australia. At 30
June 2018 the Group has grape vines planted on 1,440 productive hectares of land (2017: 1,384 productive hectares)
in New Zealand and 173 productive hectares (2017: 145 productive hectares) in Australia.
The net book value of vines on leased land where the Group does not have the beneficial ownership in the vine asset,
is not reported above, as the risks and rewards incidental to owning the vines do not transfer to the Group. The Group
is however party to leases of land on which vine stock is owned by the Group. The net book value of these assets are
reported, as the risk and rewards incidental to ownership are retained by the Group.
13. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
64
14. INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial recognition at cost. The cost of the intangible
assets acquired in a business combination is their fair value at the date of acquisition. Following initial
recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated
impairment losses.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite
lives are amortised over their useful life and assessed for impairment whenever there is an indication that
the intangible asset may be impaired. Intangible assets with indefinite useful lives are not amortised, but
are tested for impairment annually, either individually or at the cash-generating unit (CGU) level. The
assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be
supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Intangible assets currently owned by the Group have been assessed as having indefinite useful lives and
are therefore tested annually for impairment at the cash-generating unit level. The recoverable amount of
the CGU’s assets are higher than the assets’ carrying value and therefore no impairment is required to be
recognised.
Intangible assets currently owned by the Group consist of water rights in both New Zealand and Australia.
Barossa Valley Estate Pty Limited (BVE) owns water rights consisting of shares in Barossa Infrastructure Limited and
associated infrastructure levies. These water rights grant BVE the right to a fixed number of units of water per share
and were purchased by BVE to support their vineyard activities. BVE continues to have the right to use the water over
an indefinite period and therefore the water rights are considered to have an indefinite useful life.
Delegat Limited (Delegat) owns water rights consisting of shares in Lower Waihopai Dam Limited. These water rights
grant Delegat the right to a fixed number of units of water per share and were purchased by Delegat to support their
vineyard activities. Delegat continues to have the right to use the water over an indefinite period and therefore the
water rights are considered to have an indefinite useful life.
The movement in the value of intangible assets is summarised as follows:
2018 2017
$000 $000
Carrying value at the beginning of the year 4,068 3,692
Purchases of intangible assets 494 476
Disposal of intangible assets (26) (109)
Foreign currency translation 127 9
Carrying value at the end of the year 4,663 4,068
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
65
15. INCOME TAX EXPENSE
Current tax assets and liabilities for the current and prior periods are measured as the amount expected to
be recovered from, or paid to, the taxation authorities based on the current period’s taxable income. The
tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at
the balance sheet date.
Deferred income tax is provided for all temporary differences at the balance sheet date between the
tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred
income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax
credits and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and the carry-forward of unused tax credits and unused tax
losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available
to allow all, or part of, the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on the tax rates and tax laws that have been
enacted or substantively enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the
statement of financial performance.
Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable
entity and the same taxation authority.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
66
2018 2017
$000 $000
a) Numerical Reconciliation between aggregate tax expense
in the statement of financial performance and tax expense
calculated per the statutory income tax rate
Accounting profit before tax 65,162 5 7, 1 4 4
At the Group’s statutory income tax rate of 28% (2017: 28%) 18,245 16,000
Tax impact of following items:
Adjustments in respect of income tax of prior years (293) (65)
Entertainment 168 155
Legal fees and acquisition costs 23 43
Non-assessable income (37) (94)
Non-deductible depreciation on buildings acquired post May 2010 350 344
Non-deductible items 2 1
Tax on foreign income due to different tax rates (132) 104
Income tax expense for the year 18,326 16,488
b) The major components of income tax expense are:
Income tax reported in the statement of financial performance
Estimated current period tax assessment 15,834 14,286
Adjustments in respect of income tax of prior years ( 174) (53)
Movements in the deferred income tax liability 2,666 2,255
Income tax expense for the year 18,326 16,488
Income tax reported in the statement of other comprehensive income
Net loss on hedge of net investment 311 65
Income tax charged to other comprehensive income 311 65
15. INCOME TAX EXPENSE (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
67
2018 2017
$000 $000
c) Deferred income tax at balance sheet date relates to the following:
Capitalised interest 4,497 4,143
Capitalised leases 469 529
Accelerated depreciation of long-term assets 14,572 13,0 07
Fair value adjustments on biological produce 9,454 7,651
Excess of fair value on acquisition of bearer plants over tax values 8,682 8,682
Provisions (799) (765)
Stock profit and intercompany eliminations (973) (594)
Tax losses carried forward (263) (463)
Financial derivative instruments (1,885) (1,0 66)
Net deferred tax liability 33,754 31,124
Balance at the beginning of the year 31,124 28,847
On surplus for year 2,666 2,255
Foreign currency translation (36) 22
Balance at the end of the year 33,754 31,124
There are no elements of deferred taxes which are reported within equity.
16. IMPUTATION CREDIT ACCOUNT
2018 2017
$000 $000
Balance at the beginning of the year 54,823 4 7, 0 6 6
Tax payments 13,0 0 6 12,258
Fully imputed dividend paid (4,864) (4,501)
Balance at the end of the year 62,965 54,823
15. INCOME TAX EXPENSE (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
68
17. COMMITMENTS
a) Operating Leases
The determination of whether an arrangement is or contains a lease, is based on the substance of the
arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent upon
the use of the specific asset or assets and the arrangement conveys a right to use the asset.
Operating lease payments are recognised as an expense in the statement of financial performance on
a straight-line basis over the lease term. Operating lease costs that are directly attributable to bringing
new vineyards to working condition for their intended use are capitalised up until the time the vineyards
become commercially productive. The accumulated amount is then amortised over the remaining lease
term. All other operating lease payments are recognised as an expense in the periods the amounts are
payable.
The Group has entered into long-term vineyard leases which allow the Group to control the growing
and harvesting of the grapes used in the production of finished product. After taking into consideration
the terms and conditions within the lease, it is believed that the lessor retains the significant risks and
rewards of ownership and the leases are accordingly classified as operating leases.
2018 2017
$000 $000
Lease commitments under non-cancellable operating leases:
Within one year 14,858 13,689
One to two years 13,421 12,362
Two to five years 26,829 2 7, 7 9 2
Beyond five years 27,749 33,176
82,857 87,019
Operating lease commitments include long-term land leases, which allow the Group to access prime viticultural land
in the Marlborough and Hawke’s Bay areas. The leases provide the Group the right of first refusal in the event that the
land is put up for sale. Vineyard leases generally comprise an initial term of ten years with following rights of renewal
which vary depending on the vineyard. Leases are reviewed every five years and if required the market rate of rent is
adjusted in relation to the market value of the underlying land plus a guaranteed rate of return as determined by the
five year government bond rate. Other operating lease commitments include short-term car, barrel and equipment
leases.
b) Capital Commitments
The estimated capital expenditure contracted for at 30 June 2018 but not provided for is $24,813,000 (2017:
$12,920,000).
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
69
18. RELATED PARTIES
a) Investment in Subsidiaries
Investments in controlled entities are as follows:
Name of EntityPrincipal ActivityCountry of IncorporationOwnership Interest %
20182017
Delegat LimitedWinemaking, Sales and
Distribution
New Zealand 100.00 100.00
Delegat Canada LimitedBrand MarketingCanada 100.00 100.00
Delegat Australia Pty LimitedSales and DistributionAustralia 100.00 100.00
Oyster Bay Wines (USA) LimitedBrand MarketingNew Zealand 100.00 100.00
Delegat USA, Inc.Sales and DistributionUnited States of America 100.00 100.00
Delegat Europe LimitedSales and DistributionUnited Kingdom 100.00 100.00
Delegat (Singapore) Pte. LimitedSales and DistributionSingapore 100.00 100.00
Barossa Valley Estate Pty LimitedWinemakingAustralia 100.00 100.00
Delegat Japan G.K.Brand MarketingJapan 100.00100.00
Delegat (Shanghai) Trading Co. LimitedSales and DistributionChina100.00100.00
The parent company of all subsidiaries is Delegat Group Limited, except for Delegat Europe Limited and Barossa
Valley Estate Pty Limited whose immediate parent company is Delegat Limited, and Delegat (Shanghai) Trading Co.
Limited whose immediate parent company is Delegat (Singapore) Pte. Limited.
All subsidiaries have a 30 June balance date except for Delegat (Shanghai) Trading Co. Limited which has a 31
December balance date as required by law in China.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
70
b) Key Management Personnel
Details relating to key management personnel, including remuneration paid, are included within Note 19.
c) Related Parties by Virtue of Share Ownership
The following Directors hold the following number of Shares in the Parent20182017
Delegat Share Protection Trust
(Jakov Delegat and Rosamari Delegat and Robert Wilton – Trustees) 6 6 , 8 5 7, 1 4 2 6 6 , 8 5 7, 1 4 2
Robert Wilton 1,000,000 1,000,000
Graeme Lord – 51,050
John Freeman 11,000 N /A
The individuals above are considered related parties as a result of their shareholding or by virtue of being considered
a member of key management. During the year a total of $65,000 (2017: $65,000) was paid to Robert Wilton in his
capacity as a non-executive Director. Rosamari Delegat received $65,000 (2017: $65,000) in her capacity as a non-
executive Director during the year.
During the year a total of $100,000 (2017: $100,000) was paid to Robert Wilton in his capacity as an independent
consultant, under normal commercial terms and conditions.
Please also refer to the Disclosure of Directors’ Interests on page 81
d) Transactions with Related Parties who have Significant Influence over Subsidiary Companies
During the period Delegat Australia Pty Limited paid a total of $27,000 (2017: $26,000) to Yaroona Pty Limited. The
payments made to Yaroona Pty Limited were made in Peter Taylor’s capacity as Company Director and were under
normal commercial terms and conditions. Peter Taylor was considered to be a related party by virtue of his ability to
significantly influence the financial and operating policies of a subsidiary company.
During the period Barossa Valley Estate Pty Limited paid a total of $45,000 (2017: $42,000) to Range Road Estate
Pty Limited, including directors fees of $22,000 (2017: $21,000). The remaining payments made to Range Road
Estate Pty Limited were made in Alan Hoey’s capacity as an independent consultant and under normal terms and
conditions. Alan Hoey was considered to be a related party by virtue of his ability to significantly influence the
financial and operating policies of a subsidiary company.
During the period Delegat Limited paid a total of $8,000 (2017: $Nil) to Range Road Estate Pty Limited. The
payments made to Range Road Estate Pty Limited were made in Alan Hoey’s capacity as an independent consultant
and under normal terms and conditions. Alan Hoey was considered to be a related party by virtue of his ability to
significantly influence the financial and operating policies of a subsidiary company.
During the period Delegat (Singapore) Pte. Limited paid a total of $10,000 (2017: $6,000) to Camelot Trust Pte.
Limited, a company in which a Director of Delegat (Singapore) Pte. Limited has an interest. The payments made to
Camelot Trust Pte. Limited are made in Anita Chew Peck Hwa’s capacity as Company Director and under normal
commercial terms and conditions.
18 . R E L AT E D PA R T I E S (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
71
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
19. KEY MANAGEMENT PERSONNEL
Compensation of Key Management Personnel
Included in the definition of related parties are Key Management Personnel having authority and responsibility for
planning, directing and controlling the activities of the entity either directly or indirectly, including any Director.
Management have assessed the composition of the Key Management and their compensation for the year ended 30
June is presented below:
2018 2017
$000 $000
Short-term employee benefits 7, 9 0 9 7, 3 7 9
Post-employment benefits (including defined contribution pension plan) 226 218
8,135 7, 5 9 7
20. EVENTS SUBSEQUENT TO BALANCE SHEET DATE
On 24 August 2018, the Directors of the Parent declared a fully imputed dividend of $15,170,000 (15.0 cents per
Share) to be paid on 12 October 2018.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
72
Independent auditor’s report to the Shareholders of Delegat Group Limited
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Delegat Group Limited (“the company”) and its subsidiaries (together
“the Group”) on pages 24 to 72, which comprise the statement of financial position of the group as at 30 June
2018, and the statement of financial performance, statement of other comprehensive income, statement of
changes in equity and statement of cash flows for the year then ended of the group, and the notes to the financial
statements including a summary of significant accounting policies.
In our opinion, the financial statements on pages 24 to 72 present fairly, in all material respects, the financial
position of the group as at 30 June 2018 and its financial performance and cash flows for the year then ended
in accordance with New Zealand equivalents to International Financial Reporting Standards and International
Financial Reporting Standards.
This report is made solely to the company’s shareholders, as a body. Our audit has been undertaken so that we
might state to the company’s shareholders those matters 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand). 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 are independent of the group in accordance with Professional and Ethical Standard 1 (revised)
Code of Ethics for
Assurance Practitioners
issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Ernst & Young provides indirect tax advisory services and tax compliance related services to the group. Partners
and employees of our firm may deal with the group on normal terms within the ordinary course of trading activities
of the business of the group. We have no other relationship with, or interest in, the group or any of its subsidiaries.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current year. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the
Auditor’s responsibilities for the audit of the financial
statements
section of the audit report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement of the
financial statements. The results of our audit procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the accompanying financial statements.
INDEPENDENT AUDITOR’S REPORT
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
73
INDEPENDENT AUDITOR’S REPORT
Why Significant?How our audit addressed the key audit matter
Revenue Recognition – Cut Off
As disclosed in Note 3 to the financial statements,
revenue is recognised when the significant risks and
rewards of ownership have passed to the buyer and costs
incurred or to be incurred in respect of the transaction
can be measured reliably. Revenue by type and segment
is disclosed in Note 3.
The Group recognises revenue from sale of goods in
several different markets and jurisdictions globally. Risk
and rewards of ownership are considered passed to the
buyer at the time of delivery of goods to the customer as
per the relevant terms of trade.
Revenue recognition is considered a key audit matter
as, collectively, material revenue transactions can occur
close to year end and there is a risk that revenue is
recognised in the incorrect period.
Our approach focused on the following procedures:
• We evaluated the Group’s policies and procedures against the requirements of NZ
IAS 18 Revenue.
• We assessed and tested the design and operating effectiveness of relevant controls
over the timing of revenue recognition.
• We performed analytical procedures on sales for the last month of FY2018 through
to the first two weeks of FY2019, and considered patterns of reported revenues to
assess whether there were any unusual fluctuations in revenue close to year end. We
then used this analysis to select our sample for revenue cut off testing.
• We tested the recognition of a sample of revenue transactions in the month pre-year
end and two weeks subsequent to year end to establish whether they were recorded
in the correct period. This included agreement to shipping documentation, including
the terms and conditions of trade, or other documentation indicating when the risks
and rewards of ownership passed to the buyer.
• We performed substantive analytical procedures over revenue for the financial
year. When variances to our expectations of revenues were identified, we obtained
explanations and supporting evidence where necessary.
• We analysed credit notes issued within one month subsequent to year end for
evidence of incorrect post-year-end reversal of revenue recognised during the year.
• We assessed the adequacy of the disclosures in Note 3 to the financial statements
in accordance with New Zealand equivalent to International Financial Reporting
Standards and other applicable Financial Reporting Standards, as appropriate.
Accounting for Rebates and Promotional Allowances
As disclosed in Note 3 to the financial statements,
revenue is recognised net of volume based rebates and
promotional allowances owed to customers based on
their individual arrangements. As disclosed in Note 3 the
accrual for these rebates as at 30 June 2018 is $18.6m.
As disclosed in Note 4 to the financial statements,
selling, marketing and promotion expenses include
various payments to customers for promotional
support that are not related to sales volume. Rather,
they are subject to agreements with customers and
based on estimated achievement of various targets
by the customers. Consequently, there is considerable
judgement involved in the estimation of such payments.
As disclosed in Note 4 the accrual for these rebates as at
30 June 2018 is $4.5m.
The value of the rebate and promotional allowances
accrual at balance date, together with the level of
judgement involved, make the accounting treatment a
significant matter for our audit.
Our approach focused on the following procedures:
• We evaluated the Group’s accounting policy with the requirements of NZ IAS 18
Revenue, as it relates to accounting for rebates and promotional allowances.
• We obtained an understanding and walked through the Group’s processes and
controls over the calculation of rebates and promotional allowances.
• We selected a sample of volume related and non-volume related sales promotional
expenses from throughout the year and agreed to sales invoices raised by the Group
or supplier invoices received from their customers for the entitlement, together with
remittance advice, to assess whether the rebates and promotional allowances were
recognised appropriately.
• We performed analysis of the relationship between volume related rebates and
promotional allowances, and revenue to ascertain if the relationship of rebates and
promotional allowances to revenue was in line with our understanding of the Group’s
operations.
• We considered the assumptions and judgements used by the Group in calculating
the accrual for rebates and promotional allowances by reviewing management’s
calculations supporting the year end accruals. For a sample of rebate and
promotional allowances accruals, we reviewed the calculation prepared by
management and validated the calculation inputs to supporting evidence, such as
remittance advices and invoices.
• We performed analytical procedures on the rebates and promotional allowances
accruals for the largest distributors in each location in comparison to the prior year
to challenge the nature and quantum of the accruals at year end.
• We assessed the adequacy of the disclosures in Note 3 and Note 4 to the financial
statements in accordance with New Zealand equivalent to International Financial
Reporting Standards and other applicable Financial Reporting Standards, as
appropriate.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
74
INDEPENDENT AUDITOR’S REPORT
Information other than the financial statements and auditor’s report
The directors of the company are responsible for the Annual Report, which includes information other than the
financial statements and auditor’s report.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained during the audit, or otherwise appears to be materially misstated.
If, based upon the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibilities for the financial statements
The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the financial
statements in accordance with New Zealand equivalents to International Financial Reporting Standards and
International Financial Reporting Standards, 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 on behalf of the entity the
group’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 group or 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 International Standards on Auditing (New Zealand) 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 the auditor’s responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-
responsibilities/audit-report-1/. This description forms part of our auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Brent Penrose.
Auckland
24 August 2018
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
75
CORPORATE GOVERNANCE
This statement provides an outline of the main corporate governance policies and practices that the Company had
in place during the past financial year. For further information refer to the Company’s website (www.delegat.com/
investor-information).
The Board operates under a written charter which sets out the roles and responsibilities of the Board and is
available on the Company’s website. The Board is committed to conducting the Company’s business ethically and in
accordance with high standards of corporate governance. The Board reviews the Company’s policies, practices and
other arrangements governing and guiding the conduct of the Company periodically.
The Board believes that the Company’s policies and practices have complied in all substantial respects with corporate
governance best practice in New Zealand, including the NZX Corporate Governance Code attached as Appendix 16
to the NZX Listing Rules.
ROLE OF THE BOARD
The Board is responsible for the direction and control of the Company’s activities and acknowledges the need for the
highest standard of corporate governance. This responsibility includes such areas of stewardship as the identification
and control of the Group’s business risks, the integrity of management systems and reporting to shareholders.
The primary objective of the Board is to build long-term shareholder value, with due regard to other stakeholder
interests. It does this by adopting the strategic plans, objectives and policies that have been set for the Company by
the Managing Director, together with senior executives. It is the responsibility of the Managing Director to deliver
effective execution of the strategic plans and manage the daily affairs of the Company. The Managing Director
reports regularly to the Board on Company performance, as well as the progress being made against the strategic
plans.
The Board of Delegat Group Limited meets formally a minimum of six times during the financial year and holds
additional meetings to deal with specific matters of the Group.
The Board evaluates the performance of the Managing Director and reviews the procedures that are in place for
appointing and monitoring the performance of senior executives.
COMPOSITION OF THE BOARD
The composition of the Board is determined using the following principles:
• the Board may, in accordance with the Constitution, comprise up to nine Directors; and
• the Board should comprise Directors with a mix of gender, qualifications, skills and experience appropriate to
the Company’s existing operations and strategic direction;
• the Board will consist of at least two Non-Executive Directors.
The NZX Listing Rules and the Company’s constitution require one third of the Directors to retire from office at the
Annual Meeting of Shareholders each year. Retiring Directors are eligible for re-election. As at the end of the financial
year, the Board had four Non-Executive Directors, and two Executive Directors. Details of all Directors as at the date
of this report, including their qualifications, length of service and experience, are set out on pages 19 and 20.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
76
CORPORATE GOVERNANCE CONTINUED
DIRECTOR INDEPENDENCE
The Board has adopted the definition of independence set out in the NZX Listing Rules.
The Company considers that, at the balance date, two of its Non-Executive Directors were independent. The Company
notes that it has the minimum number of independent directors as required by the NZX Listing Rules.
DIRECTOR NOMINATION
The responsibility for Board succession planning, including identifying suitable candidates for recruitment to the
Board, is undertaken by the Board, drawing on advice from independent consultants as appropriate. Nominated
candidates are assessed against a number of criteria which include character, background, professional skills and
experience, and their availability to commit to the role.
BOARD PERFORMANCE EVALUATION
All Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election
of a Non-Executive Director to the Board. The findings of the performance review process are used to identify, assess
and enhance Directors’ competencies and to define characteristics or skills which should be sought in future Board
candidates. The Board undertakes a bi-annual formal performance evaluation of the Board and its members.
CONFLICTS OF INTEREST
In order to ensure that any ‘interests’ of a Director in a particular matter to be considered by the Board are known
by each Director, the Company has included protocols within the Company’s Code of Ethics, consistent with the
obligations imposed by the New Zealand Companies Act 1993, to require each Director to disclose any relationships,
duties or interests held that may give rise to a potential conflict.
REMUNERATION – NON-EXECUTIVE DIRECTORS
Remuneration levels are set at competitive levels to attract and retain appropriately qualified and experienced
Directors. The Company’s policy is to pay all of its Directors in cash.
The fees of the Non-Executive Directors are set within the aggregate amount determined in accordance with the
NZX Listing Rules, and at levels that reflect the responsibilities and time commitments provided by those Directors
to the Company in discharging their duties. The NZX Listing Rules require that the Company approve the total
aggregate amount payable to all Directors as Directors’ fees. Currently, the total maximum aggregate amount of fees
payable to the Directors is $400,000 per annum. The criteria for reviewing Non-Executive Director remuneration
includes obtaining advice from external consultants as appropriate, information on Board arrangements for other
corporations of similar size and complexity, and the review of current and expected workloads of Non-Executive
Directors (including as a member or Chairman, of the Board Committees). The Board will continue to review its
remuneration strategies in relation to Non-Executive Directors from time to time, in line with general industry
practice. Full details of the remuneration paid to Non-Executive Directors are set out on page 82.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
77
CORPORATE GOVERNANCE CONTINUED
REMUNERATION – EXECUTIVE CHAIRMAN, MANAGING DIRECTOR AND
SENIOR EXECUTIVES
The criteria for reviewing the remuneration for senior executives includes, as appropriate, advice obtained from external
independent consultants, specific market comparison of individual roles using independent surveys, consideration of
role expectations and requirements, and level of achievement against business and personal objectives.
DIVERSITY
The current proportion of female Directors and Key Management Personnel within the Group as at 30 June 2018 is
set out in the table below.
% Female (Number) % Male (Number)
2018 2017 2018 2017
Board of Directors 33% (2) 33% (2) 67% (4) 67% (4)
Key Management Personnel 19% (4) 14% (3) 81% (17) 86% (18)
INDEPENDENT PROFESSIONAL ADVICE
Directors have the right, in connection with their duties and responsibilities as Directors, to seek independent
professional advice at the Company’s expense, provided the costs are reasonable and the advice is specific. Prior
approval from the Executive Chairman is required, which will not be unreasonably withheld.
USE OF COMPANY INFORMATION
There were no notices from Directors of the Company requesting to use Company information received in their
capacity as Directors, which would not otherwise have been made available to them.
COMMITTEES OF THE BOARD
The Board has established two working committees, an Audit and Risk Committee and Remuneration Committee.
The committees have their own charters setting out the objectives, composition, and responsibilities of the committees.
The Board will periodically review the charters.
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee comprises three Non-Executive Directors: Dr Alan Jackson (Chairman), Shelley
Cave, and Robert Wilton, and meets formally a minimum of two times during the financial year.
The Board is of the opinion that sufficient financial expertise and knowledge of the industry in which the Company
operates is possessed by the members of the Audit and Risk Committee. Details of the qualifications of the Audit and
Risk Committee members are set out on pages 19 and 20. The primary objective of the Audit and Risk Committee
is to assist the Board of Directors in fulfilling its responsibilities relating to annual reporting, tax planning and
compliance, and risk management practices.
Members of management may attend meetings of the committee at the invitation of the Committee Chairman.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
78
CORPORATE GOVERNANCE CONTINUED
REMUNERATION COMMITTEE
The Remuneration Committee comprises three Non-Executive Directors: Shelley Cave (Chairperson), Dr Alan
Jackson, and Robert Wilton.
The Remuneration Committee meets at least twice a year and more frequently if required. The Remuneration
Committee has three principal roles in relation to, remuneration, diversity and succession planning. The Committee’s
role in relation to remuneration is to provide advice and make recommendations to the Board on remuneration
policy for employees, remuneration for the Managing Director and the Senior Executive team, performance-based
components of remuneration, and remuneration for Non-Executive Directors. The Committee will also review and
recommend to the Board the Group’s measureable objectives for achieving diversity, and will ensure that at all times
there are appropriate succession plans in place for the Managing Director and the Senior Executive team.
Members of management may attend meetings of the committee at the invitation of the Committee Chairperson.
MANAGING RISKS
The Board has identified a number of risks in the Company’s operations that are commonly faced by other entities in
the industry in which the Company operates. The Board and management of the Company believe they have taken
all necessary steps to manage and mitigate those risks.
HEALTH AND SAFETY
The Board has responsibility for ensuring that the Company maintains a health and safety management system that
meets best practice standards to protect the health and safety of employees and contractors engaged by the Company.
A Workplace Health and Safety Report is presented to and reviewed by the Board at each Board meeting.
INSURANCE
The Company carries insurance which the Board considers is sufficient for the size and nature of the Company’s
business and its risk profile.
INTERNAL CONTROLS AND FRAMEWORK
The Company does not have an internal audit function. Procedures have been established at the Board and executive
management levels that are designed to safeguard the assets and interests of the Company, and ensure the integrity
of reporting. These include accounting, financial reporting and internal control policies and procedures. The Board
acknowledges that it is responsible for the overall internal control framework, but recognises that no cost-effective
internal control system will preclude all errors and irregularities. To assist in discharging this responsibility, the
Board has instigated and is further developing an internal control framework that can be described as follows:
• Financial reporting – There is a comprehensive budgeting system with an annual budget approved by the
Directors. Monthly actual results are reported against budget and it is intended that revised forecasts for the
year will be prepared regularly. The consolidated entity reports to shareholders half-yearly. Procedures are
also in place to ensure that price-sensitive information is reported to the NZX in accordance with continuous
disclosure requirements.
• Operating unit controls – Financial controls and procedures, including information systems controls, are in
operation throughout the consolidated entity.
• Investment appraisal – The consolidated entity has clear guidelines for capital expenditure. These include annual
budgets, detailed appraisal and review procedures.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
79
CORPORATE GOVERNANCE CONTINUED
EXTERNAL AUDITOR
The Board has adopted a policy in relation to the provision of non-audit services by the Company’s external auditor in
order to ensure the independence of the external auditor, which is based on the principle that work that may detract
from the external auditor’s independence and impartiality (or that may be perceived as doing so) should not be carried
out by the external auditor.
The Audit and Risk Committee monitors the nature and extent of other services provided by the external auditor,
and the ratio of audit fees to non-audit fees, to ensure that those services are complementary to the external audit
and compatible with maintaining external audit independence. The Company invites the external auditor to attend
the Annual Meeting of Shareholders and they are available to answer shareholder questions about the conduct of the
audit and the preparation and content of the auditor’s report.
CONTINUOUS DISCLOSURE AND COMMUNICATION WITH SHAREHOLDERS
The Company is committed to providing relevant and timely information to its shareholders and to the broader
market, in accordance with its obligations under the NZX Listing Rules.
The Company’s website contains copies of our annual reports, NZX announcements, annual meeting documents,
and corporate governance policies. The Board encourages full participation of shareholders at the Annual Meeting of
Shareholders in order to promote a high level of accountability and discussion of the Company’s strategy and goals.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
80
DISCLOSURE OF INTERESTS BY DIRECTORS
In accordance with section 140(2) of the Companies Act 1993, the Directors have made general disclosure of their
relevant interests for entry into the Group’s Interest Register.
Directors have declared interests in the following transactions with subsidiary companies during the financial year:
• Delegat Australia Pty Limited paid fees to Yaroona Pty Limited, a company in which a Director of Delegat
Australia Pty Limited has an interest;
• Delegat (Singapore) Pte. Limited paid fees to Camelot Trust Pte. Limited, a company in which a Director of
Delegat (Singapore) Pte. Limited has an interest;
• Barossa Valley Estate Pty Limited and Delegat Limited paid fees to Range Road Estate Pty Limited, a company
in which a Director of Barossa Valley Estate Pty Limited has an interest; and
• Delegat Limited paid consultancy fees to RL Wilton for consultancy services supplied during the course of the year.
The details of these transactions are given in Note 18 to the financial statements, “Related Parties”.
At 30 June 2018 and 24 August 2018 the following Directors, or entities related to them, had interests in the following
company shares.
ORDINARY SHARES
Delegat Group LimitedBeneficialNon-Beneficial
JN Delegat
1
– 6 6 , 8 5 7, 1 4 2
RS Delegat
1
– 6 6 , 8 5 7, 1 4 2
RL Wilton
1
1,000,000 66,857,142
JA Freeman 11,000 –
1
JN Delegat, RS Delegat and RL Wilton jointly hold non-beneficially 66,857,142 shares in their capacity as trustees of the Delegat Share Protection Trust.
SHARE DEALINGS BY DIRECTORS
During the year the Directors did not deal in any shares of the Company, or in the shares of a subsidiary company.
OTHER DISCLOSURES
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
81
OTHER DISCLOSURES CONTINUED
REMUNERATION OF DIRECTORS
Directors received the following fees and remuneration from Delegat Group Limited:
2018 2017
$000 $000
Non-Executive Directors
RL Wilton
1
65 65
RS Delegat 65 65
AT Jackson
2
75 75
SJ Cave
2
75 60
Executive Directors
3
JN Delegat 839 830
GS Lord (retired 3 July 2018)
4
1,069 951
JA Freeman (appointed 3 July 2018)
5
283 –
1
Robert Lawrence Wilton was paid $100,000 (2017: $100,000) for consulting services provided to Delegat Limited, in addition to Directors fees.
2
Alan Trevor Jackson and Shelley Jane Cave were paid $10,000 (2017: $10,000) in addition to their Director fees for their roles as Chair of the Audit and Risk
Committee and Remuneration Committee, respectively.
3
Executive Directors remuneration includes salary and benefits received in their capacity as employees. Executive Directors do not receive Directors fees.
4
Includes base salary of $800,000, short term incentive payments of $219,000 and other benefits of $50,000 (2017: base salary of $800,000, short term
incentive payments of $120,000 and other benefits of $31,000). The short-term incentive target is $200,000 (2017: $200,000) and is based on the
achievement of pre-determined operational performance targets (Group EBIT) and sales targets. A maximum amount of $300,000 is payable for outstanding
performance.
5
John Anthony Freeman was appointed as Managing Director Designate from 1 November 2017, and as Managing Director from 3 July 2018. John Anthony
Freeman’s remuneration as Managing Director Designate for the 2018 financial year included base salary of $274,000 and other benefits of $9,000.
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
82
DIRECTORS’ AND OFFICERS’ INSURANCE LIABILITY
As permitted by the New Zealand Companies Act 1993, the Company has arranged a policy of Directors’ and
Officers’ liability insurance which insures those persons indemnified to certain liabilities and costs.
STOCK EXCHANGE LISTINGS
The Company’s shares are listed on the New Zealand Stock Exchange.
20 Largest Shareholders as at 24 August 2018
Holder Shares Held % of Shares
Jakov Nikola Delegat, Rosamari Suzan Delegat & Robert Lawrence Wilton 6 6 , 8 5 7, 1 4 2 6 6.11
Kevin Glen Douglas & Michelle McKenney Douglas 5,269,113 5.21
TEA Custodians Limited – NZCSD1 4,341,834 4.29
National Nominees New Zealand Limited – NZCSD1 3,358,970 3.32
James Douglas & Jean Ann Douglas 2,470,878 2.44
Kevin Douglas & Michelle Douglas 2,468,817 2.44
Robert Lawrence Wilton 1,000,000 0.99
Custodial Services Limited 847,983 0.84
Custodial Services Limited 589,229 0.58
Forsyth Barr Custodians Limited 561,593 0.56
Accident Compensation Corporation – NZCSD1 445,000 0.44
Custodial Services Limited 339,261 0.34
New Zealand Permanent Trustees Limited – NZCSD1 320,000 0.32
BNP Paribas Nominees (NZ) Limited – NZCSD1 309,040 0.31
JP Morgan Chase Bank – NZCSD1 30 6,167 0.30
William John Bishop, Helen Mary Bishop & Michael David Toomey 270,000 0.27
Mint Nominees Limited – NZCSD1 205,000 0.20
Warren Fraser Sanderson & Elizabeth Ann Sanderson 200,000 0.20
FNZ Custodians Limited 190,566 0.19
Custodial Services Limited 187,839 0.18
Total for Top 20 90,538,432 89.53
1
Shareholdings held in New Zealand Central Securities Depository Limited (NZCSD). Total holding at 24 August 2018 in NZCSD were 9,893,845.
OTHER DISCLOSURES CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
83
DISTRIBUTION OF ORDINARY SHARES
Holder Holders Shares Held % of Shares
1 - 5,000 1,558 3,384,356 3.35
5,001 - 10,000 269 2,090,377 2.07
10,001 - 100,000 191 3,776,190 3.73
100,001 plus
1
19 91,879,269 90.85
Tot a l 2,037 101,130,192 100.00
1
NZCSD holdings are considered one holder for the purpose of the distribution of ordinary shares.
GEOGRAPHIC DISTRIBUTION
Holder Holders Shares Held % of Shares
New Zealand 1,977 90,635,162 89.63
United States of America 8 10,289,904 10.17
Australia 30 142,654 0.14
Other Overseas 22 62,472 0.06
Tot a l 2,037 101,130,192 10 0.0 0
SUBSTANTIAL SECURITY HOLDERS
According to notices given to the Company under the Securities Market Act 1988, as at 24 August 2018, the substantial
security holders in the Company are:
Substantial Security Holders Relevant Interest % of Shares Date of Notice
Jakov Nikola Delegat, Rosamari Suzan Delegat &
Robert Lawrence Wilton 66,857,142 66.11 21 Dec 2011
Douglas Irrevocable Descendants Trust; Douglas Family Trust;
K&M Douglas Trust 10,208,808 10.09 5 April 2017
OTHER DISCLOSURES CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
84
EMPLOYEE REMUNERATION
Section 211(1)(g) of the New Zealand Companies Act 1993 requires disclosure of remuneration and other benefits,
including redundancy and other payments made on termination of employment, in excess of $100,000 per year, paid
by the Company or any of its subsidiaries worldwide to any employees who are not Directors of the Company.
From To 2018 2017
$ $
100,001 110,000 18 18
110,001 120,000 23 11
120,001 130,000 13 15
130,001 140,000 13 10
140,001 150,000 11 12
150,001 160,000 5 4
160,001 170,000 9 7
170,001 180,000 5 2
180,001 190,000 3 3
190,001 200,000 4 4
200,001 210,000 – 1
210,001 220,000 2 1
220,001 230,000 3 3
230,001 240,000 1 3
240,001 250,000 2 1
250,001 260,000 2 4
260,001 270,000 1 2
270,001 280,000 3 2
280,001 290,000 4 –
290,001 300,000 – 1
300,001 310,000 4 –
310,001 320,000 – 1
320,001 330,000 1 –
340,001 350,000 – 1
380,001 390,000 1 1
390,001 400,000 1 –
410,001 420,000 – 1
420,001 430,000 1 –
440,001 450,000 – 1
460,001 470,000 1 –
131 10 9
An additional 22 employees are included in this table for 2018 compared to the previous year. The additional number
disclosed can be attributed in part to currency rate changes in the New Zealand dollar.
SUBSIDIARY COMPANY DIRECTORS
Section 211(1)(2) of the New Zealand Companies Act 1993 requires the Company to disclose, in relation to its
subsidiaries, the total remuneration and value of other benefits received by Directors and former Directors and
particulars of entries in the interest registers made during the year ended 30 June 2018.
OTHER DISCLOSURES CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
85
SUBSIDIARY COMPANY DIRECTORS (CONTINUED)
Apart from Delegat Australia Pty Limited, Delegat (Singapore) Pte. Limited and Barossa Valley Estate Pty Limited,
which are required to have a local resident as a Director of the Company, no wholly owned subsidiary has any employee
appointed as a Director of Delegat Group Limited or its subsidiaries who receives, or retains any remuneration or
other benefits, as a Director. No other Director of any subsidiary Company within the Group receives Director’s fees
or other benefits as a Director.
The following persons respectively held office as Directors of subsidiary companies at the end of the year or in the
case of those persons with the letter (R) after their name ceased to hold office during the year. Alternate Directors are
indicated by the letter (A) after their name.
Delegat Limited
JN Delegat, RS Delegat, RL Wilton, GS Lord
Delegat Europe Limited
JN Delegat, RL Wilton, GS Lord
Delegat Australia Pty Limited
JN Delegat, RL Wilton, GS Lord, PJ Taylor
Delegat USA Inc.
JN Delegat
Oyster Bay Wines (USA) Limited
JN Delegat, RS Delegat, RL Wilton
Delegat Canada Limited
JN Delegat, RL Wilton, GS Lord
Delegat (Singapore) Pte. Limited
JN Delegat, RL Wilton, GS Lord, A Chew Peck Hwa
Marlborough-Gold Wines Limited
JN Delegat, RS Delegat, RL Wilton
Oyster Bay Wines New Zealand Limited
JN Delegat
Barossa Valley Estate Pty Limited
JN Delegat, RL Wilton, GS Lord, AW Hoey
Delegat Japan G.K.
GS Lord
Donations
During the year the Parent made donations of $nil and the subsidiaries made donations amounting to $1,000.
New Zealand Exchange Waivers
Delegat Group Limited has not obtained any waivers from the NZX in the financial year ended 30 June 2018.
OTHER DISCLOSURES CONTINUED
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
86
Directors
Jakov Nikola Delegat
Rosemari Suzan Delegat
Robert Lawrence Wilton
Alan Trevor Jackson
Shelley Jane Cave
John Anthony Freeman
Registered Office
Level 1, 10 Viaduct Harbour Avenue
Auckland 1010
PO Box 91681
Victoria Street West
Auckland 1142
Solicitors
Heimsath Alexander
Level 1, Shed 22, Prince’s Wharf
147 Quay Street
PO Box 105884
Auckland 1143
Auditors
Ernst & Young
EY Building
2 Takutai Square
Britomart
Auckland 1010
Share Registrar
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Managing your shareholding online:
To change your address, update your payment
instructions and to view your registered details
including transactions please visit
www.investorcentre.com/NZ
General enquiries can be directed to:
enquiry@computershare.co.nz
Private Bag 92119
Auckland 1142
Telephone:
+64 9 488 8777
Facsimile:
+64 9 488 8787
Please assist our registry by quoting your CSN or
shareholder number.
DIRECTORY
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
87
NOTES
DELEGAT GROUP LIMITED AND SUBSIDIARIES. FOR THE YEAR ENDED 30 JUNE 2018
88
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MATT RUBINO SIMON RUTZ BOB SAHAT EVELYN SANGSTER VICTORIA SANGSTER ANDREW SAOFAI SEAN SAVAGE ROGER SCHMIDT
TITO SCHWALGER TOVIA SCHWENKE ANGUS SEABROOK BEN SHAHMOHAMMADI JASON SHAW LI SHEN RICHARD SHENFIELD STEVE
SHI GLORIA SHIELDS JACQUI SHORE JAMES SILCOCK PAUL SILKE GURWINDER SINGH HENRY SLATTERY JASMINE SMITH KEVIN SMITH
LAUREN SMITH RYAN SMITH TIM SNOWDEN MURRAY SNOWLING ANGELA SO’OAEMALELAGI SARAH SOUTHWELL LIZ SPARKES LEVI
SPETZ ANDREW STAFFORD KATRINA STECK JONAS STEEN MARY STEVENSON JUSTINE STRIVENS MADELINE STUMER JENN SUMMERS
ZOE TALBOTT POKO TAPOKI PETER TAYLOR RAMON TAYLOR DELIA TEESDALE LIGITASI TEKAPU ABATE TEKLU EVONE THIAN KATIE
THOMAS WENDY THOMAS JOE THOMPSON KIM THOMPSON CAROLYN THOMSON TYLER THRUSSELL KERRY THWING JIMMY TING WILLIS
TONE CLAUDIA TOPP CLYDE TOTANES TONY TRAFFORD JULIE TRAN ROBERT TROUGHT HELEN TRUONG KIRI TUALA FA’ALINGI TUPOU
LINZ TUPOU LIZ TURIA MANU TUSIPESE ALEJANDRA URIBE ECHEVERRY MELISSA URSO DARCY VAKA HANS VAN DEN IERSSEL DANNY
VAN SELM SIMON VAUGHAN JULIJA VESELOVA ELIAS VILLAVER FRANK VUJNOVICH SCOTT WACKROW VIVIEN WADSWORTH GREG WAINE
ALLAN WAIRAMA RYAN WAPLES TIM WARD PAULINE WARREN JEFF WASHBURN SAM WEBB ASTON WEBSTER CARA WEBSTER MICHAEL
WEBSTER PETER WEBSTER JAYNE WHEELER MURRAY WHEELER MATT WHITE LAURA WILDE AL WILKIE KIM WILKINSON JUNIOR WILLIAMS
KURT WILLIAMS PETER WILLIAMSON ALI WILSON BRET WILSON CAMERON WILSON HELEN WILSON PAMELA WILSON BOB WILTON
ERIN WOOD NICK WRIGHT STEVEN WYNGARD MING XI REBECCA YOUNG SHELLEY YOUNG LEE ZAPPARA KATE ZHANG VANESSA ZHEN
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- HLG — Hallenstein Glasson Holdings Limited: HLG Annual Report for the year ended 1 August 20182018-10-30
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- FWL — Foley Wines Limited: Foley Family Wines 2018 AGM Presentation2018-11-21
“Annual General Meeting 2 0 1 8 FOLEY WINES AGM 2018 Introduction Formalities CEO’s presentation Shareholder questions Resolutions Conduct of voting General business Meeting close Agenda 1 FOLEY WINES AGM 2018 Mark Turnbull – Director and CEO Paul Brock – Director Tony Anselmi…”
- PGW — PGG Wrightson Limited: 2018 Annual Report2018-09-27
“Helping grow the country Annual Report For the year ended 30 June 2018 ANNUAL REPORT 2018 | 1 PGG WRIGHTSON LIMITED CALENDAR DATES CONTENTS Annual shareholders’ meeting 30 October 2018 Half-year earnings announcement 19 February 2019 Year-end earnings announcement 13 Augus…”