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Kingfish 2019 Annual Report provided

Annual Report20 June 2019KFLFinancials

31 MARCH 2019
ANNUAL REPORT

KINGFISH LIMITED

2
kingfish limited /

ANNUAL REPORT

2019

CALENDAR

Next Dividend Payable

27 JUNE 2019

Annual Shareholders’ Meeting

Ellerslie Event Centre, Auckland

31 JULY 2019, 10:30AM

Interim Period End

30 SEPTEMBER 2019

03About Kingfish

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

20Kingfish Portfolio Stocks

28Board of Directors

29Corporate Governance Statement

35Directors’ Statement of Responsibility

36Financial Statements Contents

54Independent Auditor’s Report

58Shareholder Information

60Statutory Information

63Directory

CONTENTS

Alistair Ryan

Chair

Carmel Fisher

Director

This report is dated 17 June 2019 and is

signed on behalf of the Board of Kingfish

Limited by Alistair Ryan, Chair, and

Carmel Fisher, Director.

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kingfish limited /

ANNUAL REPORT

2019

ABOUT KINGFISH

Kingfish Limited (“Kingfish” or “the company”) is a listed investment

company that invests in quality, growing New Zealand companies. The

Kingfish portfolio is managed by Fisher Funds Management Limited

(“Fisher Funds” or “the Manager”), a specialist investment manager

with a track record of successfully investing in growth company shares.

Kingfish listed on NZX Main Board on 31 March 2004 and may invest

in companies that are listed on a New Zealand stock exchange or

unlisted companies.

INVESTMENT OBJECTIVES

The key investment objectives of Kingfish are to:

» achieve a high real rate of return, comprising both income and capital

growth, within risk parameters acceptable to the directors; and

»provide access to a diversified portfolio of New Zealand quality

growth stocks through a single tax efficient investment vehicle.

INVESTMENT APPROACH

The investment philosophy of Kingfish is summarised by the following

broad principles:

» invest as a medium to long-term investor exiting only on the basis of

a fundamental change in the original investment case;

»invest in companies that have a proven track record of growing

profitability; and

» construct a diversified portfolio of investments based on our

‘STEEPP’ investment criteria (see pages 18 and 19).

$
47.1m

Net profit

13.5

%

Total shareholder return

21.2

%

Gross performance return

$

1.57

NAV per share

$

1.35

Share price

17.6

%

Adjusted NAV return

DIVIDENDS PAID

DIVIDENDS PAID DURING THE YEAR ENDED 31 MARCH 2019 (CENTS PER SHARE)

Total dividends of 11.76 cps were paid during the financial year (2018: 11.28 cps)

29 June

2018

2.89

cps

28 September

2018

3.00

cps

21 December

2018

3.04

cps

28 March

2019

2.83

cps

FOR THE 12 MONTHS ENDED 31 MARCH 2019

AT A GLANCE

AS AT 31 MARCH 2019

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ANNUAL REPORT

2019

The a2 Milk
Company

13

%

Fisher & Paykel

Healthcare

14

%

Freightways

9

%

Mainfreight

11

%

Infratil

7

%

AS AT 31 MARCH 2019

LARGEST INVESTMENTS

1

AS AT 31 MARCH 2019

SECTOR SPLIT

1

Industrials 28%

Healthcare 26%

Consumer Staples 17%

Utilities 10%

Information Technology 7%

Consumer Discretionary 4%

Materials 2%

The Kingfish portfolio also holds some cash.

1

Percentage calculations are based on all investments and include all Restaurant Brand shares, including those classified to trade

and other receivables. (Refer footnote of Note 8 in the Financial Statements).

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ANNUAL REPORT

2019

"Kingfish continued its
strong performance

for the 2019 financial

year achieving net

profit of $47.1m ..."

DIRECTORS’ OVERVIEW

Alistair Ryan

Chair

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ANNUAL REPORT

2019

Despite a volatile December 2018 quarter,
the New Zealand share market continued on

from the positive trend of the last 6 years and

produced another double digit return for the

12 months ended 31 March 2019.

Following several years of strong performance, the

New Zealand share market experienced a more

challenging 12 months to 31 March 2019. After an

excellent first six months of the 2019 financial year,

the New Zealand share market gave up much of those

gains in the third quarter amidst global uncertainty and

changing investor appetites, before regaining strength

in the last quarter. The Kingfish portfolio achieved an

adjusted NAV return for the financial year of 17.6%

1

.

The S&P/NZXG50 was up 18.3% for the year and the

Manager’s performance, as measured by the gross

performance return was 21.2%

2

.

Kingfish continued its strong performance for the 2019

financial year achieving net profit of $47.1m, a very

pleasing result overall and ahead of last year’s result of

$36.3m.

Shareholders also enjoyed better returns for the year to

31 March 2019 compared to the previous period. Total

shareholder return, which includes the change in the

share price, dividends paid per share and the impact

of warrants, was 13.5% for the 12 months, up from

12.0% for the year ended 31 March 2018.

REVENUES AND EXPENSES

The key components of the full-year result were gains

on investments of $49.5m, dividend and interest

income of $6.8m less operating expenses and tax

of $9.2m.

Operating expenses were $2.2m higher than the

corresponding period, mainly due to the higher

performance fee. The Manager achieved an additional

fee of $4.3m plus GST for beating its performance fee

hurdle for the year. Calculated in accordance with the

management agreement, a performance fee is paid for

outperformance of the Bank Bill Index plus 7% (9% in

FY19) to the extent the High Water Mark (the highest

NAV at the end of the previous financial year in which

a performance fee was paid, after adjusting for capital

changes and distributions) has been exceeded. The

performance fee reflects the strong performance of the

portfolio during the 2019 financial year.

The board negotiated a 33% reduction to the

performance fee earn rate (above the performance fee

hurdle) from 15% to 10% together with the introduction

of a performance fee cap (1.25%) on the total

performance fee amount in conjunction with moving

payment of any performance fee to 100% in cash rather

than 50% cash and 50% shares. The changes took

effect from 1 April 2019.

DIVIDENDS

Kingfish continues to distribute 2.0% of average net

asset value per quarter. Over the 12-month period to

31 March 2019, Kingfish paid 11.76 cents per share in

dividends (2.89 cents per share on 29 June 2018, 3.00

cents per share on 28 September 2018, 3.04 cents per

share on 21 December 2016 and 2.83 cents per share

on 31 March 2019). The next dividend will be 3.07 cents

per share, payable on 27 June 2019 with a record date

of 13 June 2019.

Kingfish has a dividend reinvestment plan which provides

ordinary shareholders with the option to reinvest all or

part of any cash dividends in fully paid ordinary shares.

Currently, shares issued under the reinvestment plan will

be issued at a 3% discount. To participate in the dividend

reinvestment plan, a completed participation notice must

be received by Kingfish before the next record date. Full

details of the dividend reinvestment plan can be found in

the Kingfish Dividend Reinvestment Plan Offer Document,

a copy of which is available at www.kingfish.co.nz/

investor-centre/capital-management-strategies/.

3

WARRANTS

Kingfish has a regular warrant programme. On 19 July

2018 48,368,533 new Kingfish warrants were allotted.

One new warrant was issued to all eligible shareholders

for every four shares held on record date (18 July 2018).

The warrants are exercisable at $1.25 per warrant, with

an exercise date of 12 July 2019. Warrants continue to

be part of the overall capital management programme.

SHARE BUYBACKS

The share buyback programme is another part of

Kingfish’s capital management programme. Share

buybacks are utilised when the share price to NAV

discount is greater than 8%. During the 12 months to 31

March 2019 the share price to NAV discount fluctuated

between 2% and 14%. Over the period Kingfish took

advantage of the deeper share price to NAV discounts

and purchased approximately 395k shares. Shares

purchased under the buyback programme are held as

treasury stock and subsequently reissued to shareholders

under the dividend reinvestment plan and in settlement of

the Manager’s performance fee.

1

The adjusted net asset value return is the underlying performance of the investment portfolio adjusted for dividends (and other

capital management initiatives) and after fees and tax.

2

The gross performance return is the portfolio performance before expenses and tax. It is an appropriate return measure for

assessing the Manager's performance against an index or benchmark.

3

Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Kingfish or Computershare

Investor Services Limited.

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ANNUAL REPORT

2019

FIGURE 1: FIVE-YEAR PERFORMANCE SUMMARY
Corporate Performance

For the year ended 31 March 20192018201720162015

5 years

(annualised)

Total Shareholder Return13.5%12.0%8.1%3.3%18.2%10.9%

Adjusted NAV Return1 7. 6 %14.7%10.6%13.0%6.8%12. 5%

Dividend Return9.0 %8.7%8.5%7. 7 %8.4%

Net Profit $ 4 7.1 m$36.3m$22.4m$22.5m$11.9 m

Basic Earnings per Share24.24cps19. 62c p s14.50 cps16.71cps9.8 5 c p s

As at 31 March20192018201720162015

NAV (as per financial statements)$1.57$1.4 5$1.40$1.37$1.34

Adjusted NAV

1

$4.78$4.07$3.54$3.20$2.84

Share Price$1.35$1.31$1.29$1.31$1.37

Warrant Price$0.06-$0.05-$0.10

Share Price Discount/(Premium) to NAV

2

13.1%9. 7 % 7. 0 %4.4%( 4 .1%)

Manager Performance

For the year ended 31 March 20192018201720162015

5 years

(annualised)

Gross Portfolio Performance

(before fees and expenses)21.2%16.5%13.3%15.7%9. 6%15.2%

S & P/N Z X 5 0 G18.3%15.6%6.6%15.7%13.5%13.9%

Performance fee hurdle / Benchmark Rate

3

9.0 %9.0 %9. 3%10.2%10.6%

NB: All returns have been reviewed by an independent actuary.

1

Kingfish’s adjusted NAV historical information has been restated as a result of correcting the warrant dilution component of

the calculation.

2

Share price discount/(premium) to NAV (including warrant price on a pro-rated basis).

3

The performance fee hurdle is the Benchmark Rate (NZ 90 Day Bank Bill Index +7%).

DIRECTORS’ OVERVIEW CONTINUED

Alistair Ryan / Chair

Kingfish Limited

17 June 2019

ANNUAL SHAREHOLDERS’ MEETING

The 2019 Annual Shareholders’ Meeting will be held

on Wednesday 31 July at 10:30am at the Ellerslie

Event Centre in Auckland. All shareholders are

encouraged to attend, with those who are unable to

attend invited to cast their vote on company resolutions

prior to the meeting. All information presented at the

annual meeting will be available on Kingfish’s website

at the conclusion of the meeting.

CONCLUSION

The 2019 year was both a rewarding and challenging

period for the New Zealand share market which was

again strongly influenced by the political and economic

developments in offshore markets. It was encouraging

that Kingfish generated strong returns ahead of the

market in such an environment. The Board is pleased at

the Manager’s continued focus on investing in quality

companies which have continued to grow and yield

healthy returns for shareholders.

We would like to thank you for your continued support

and look forward to seeing many of you at our Annual

Shareholders’ Meeting in July.

On behalf of the board,

8

kingfish limited /

ANNUAL REPORT

2019

Non-GAAP Financial Information
Kingfish uses non-GAAP measures, including adjusted net asset value, gross performance return and total shareholder return. The

rationale for using such non-GAAP measures is as follows:

»adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation decisions after fees and tax,

»adjusted NAV return – the net return to an investor after fees and tax,

»gross performance return – the Manager’s portfolio performance in terms of stock selection, and

» total shareholder return – the return to an investor who reinvests their dividends, and if in the money, exercises their warrants at

warrant maturity date for additional shares.

All references to adjusted net asset value, gross performance return and total shareholder return in this Annual Report are to such non-

GAAP measures. The calculations applied to non-GAAP measures are described in the Kingfish Non-GAAP Financial Information Policy.

A copy of the policy is available at http://www.kingfish.co.nz/about-kingfish/kingfish-policies/

FIGURE 2: TOTAL SHAREHOLDER RETURN

Share Price/Total Shareholder Return

Total Shareholder ReturnShare Price

$

4.50

$

4.00

$

3.50

$

3.00

$

2.50

$

2.00

$

1.50

$

1.00

$

0.50

$

0.00

Mar

2016

Mar

2019

Mar

2004

Mar

2005

Mar

2006

Mar

2007

Mar

2008

Mar

2009

Mar

2010

Mar

2 011

Mar

2012

Mar

2013

Mar

2014

Mar

2015

Mar

2017

Mar

2018

9

kingfish limited /

ANNUAL REPORT

2019

Sam Dickie
Senior Portfolio Manager

"The swing in share

market sentiment from

the December quarter

of 2018 to the March

quarter 2019 feels more

like the fictional battle

between the good Dr

Jekyll and the evil Mr

Hyde than the behaviour

of sophisticated share

market investors."

MANAGER’S REPORT

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kingfish limited /

ANNUAL REPORT

2019

The teflon NZ market was one of the best
performing markets globally again in the year

to March 2019 and significantly outperformed

global markets, rallying circa 18% vs global

equities which were up a mere 5%. What

was most impressive was that not only did NZ

exhibit its normal safe haven characteristics

during the market rout in the December

2018 quarter, falling only 8% peak to trough

vs global markets falling 18%, it also fully

participated in the March quarter 2019 rally,

+15% vs global equities +18%. This is like

having your cake and eating it too.

Kingfish had its best absolute return in 5 years, topped

off by its best final quarter in 13 years, following its

worst December quarter in 11 years. That is enough to

give you whiplash.

The swing in share market sentiment from the December

quarter of 2018 to the March quarter 2019 feels more

like the fictional battle between the good Dr Jekyll and

the evil Mr Hyde than the behaviour of sophisticated

share market investors. The evil Mr Hyde well and

truly ruled the December quarter of 2018. Almost any

news, good or bad, was greeted negatively, the market

couldn’t find its feet and companies, almost regardless

of their quality, were savagely sold off. In an early

Christmas present markets bottomed on December 24

just as the US share market had put a toe into official

bear market territory. Since then Dr Jekyll has been in

control. Good news has been met almost euphorically

and bad news has been ignored. Share prices have

soared. As it turns out the evil of Mr Hyde will often

throw up opportunities that the more thoughtful Dr Jekyll

can take advantage of.

Performance by quarter for fiscal 2019

The March 2019 quarter and especially the last month

of the quarter was all about interest rates. In March, US

10-year Treasury yields staged the sharpest fall since

June 2016. To put the recent moves into perspective,

remember June 2016 was hot on the heels of the initial

Brexit vote and it felt like most of the world’s bond

yields were going to go negative. Back home, New

Zealand’s 10-year Government Bond yields staged

their sharpest monthly fall in March... ever! This key

benchmark rate hit all-time lows at 1.8%. Another way

of looking at this, the current yield is less than half of

the trailing 10-year average. We use the trailing 10-

year average for context as that is often what equity

investors will use as their risk-free interest rate — an

input into how they value companies. A sharp fall in

bond yields will, all other things being equal, lower

the cost of capital equity investors use to discount the

expected future cashflows of the companies they own.

The punchline is that a sharply lower cost of capital

translates to a higher valuation for the company. This

is especially true for companies that are sensitive to

interest rates, which often either have large debt piles

or slower growth, of which we have purposefully

maintained a very low weighting to.

So against this backdrop of stronger performance from

companies that do not suit our investment style, it is

especially pleasing that Kingfish performed so strongly

relative to the broader market.

10 year Government bond yields in fiscal 2019

25.0%

20.0%

15.0%

10.0%

5.0%

0.0%

-5.0%

-10.0%

-15.0%

-20.0%

Kingfish Gross

Performance

Return

June 2018 quarter

September 2018 quarter

December 2018 quarter

MSCI

World Index

S&P 500

Index

Kingfish

Adjusted

NAV Return

NZX/

S&P50G

Index

March 2019 quarter

March 2019 fiscal year

21.2%

18.3%

17. 6 %

9.5%

4.6%

4.0

3.5

3.0

2.5

2.0

1.5

31 M a r

2018

31 M a r

2019

31 D e c

2018

30 Sep

2018

30 Jun

2018

NZ

US

NZ 10 year average

US 10 year average

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ANNUAL REPORT

2019

KINGFISH PORTFOLIO
The most exciting thing about our process is it is

continually being honed. We are building a learning

machine. The 2019 financial year was volatile and

hence gave us the opportunity to test several of our

core investment principles.

You have heard us say before many times that we

are long-term thinkers and approach investing like

business owners, not financial analysts. We don’t

buy pieces of paper looking to profit as we shuffle

them back and forth with other investors as prices

change. Instead we think like business owners buying

part of a company expecting to own it for the long

term. Taking a long-term view means thinking about

a company’s competitive position, how its products

or services resonate with customers, about how

the company’s strategy will play out and what new

investments it will make. This is where we believe

we can gain unique insights, developing a strong

sense of which companies will be the winners and

losers in the never-ending game of competition. We

build industry knowledge – the only way to pick the

winners and losers in an industry is to develop deep

domain knowledge, understanding how successful

companies are differentiating themselves from the

competition. Building this knowledge is a painstaking

process that happens over years of talking to company

management, industry experts, attending conferences

and reading a lot – focusing on the most important

things, information has become freely available, but

insightful analysis is just as rare as it always was. We

focus our energy and attention on the things that drive

long-term earnings and that improve a company’s

competitive position. It is easy to get caught up in the

noise of the here and now. We strive to avoid that.

a2 Milk, Fisher & Paykel Healthcare and Vista Group

by their very nature are ultra long-term growth stories.

Fisher & Paykel Healthcare is currently treating

approximately three million patients with their Optiflow

Nasal High Flow Therapy product. We think the total

addressable market here could be as large as 40 to

50 million patients. This is a growth runway that can

extend for decades. a2 Milk has less than 4% market

share in the huge Chinese infant formula market. We

think this is a market the company can dominate. We

also think a2 Milk can take a meaningful market share

in the US liquid milk market where its market share

is currently negligible. Movio Media, the jewel in

the Vista Group crown, currently generates less than

NZ$30m of revenue. The addressable market could be

as large as NZ$400m in 5 years time. With the scale

of opportunity these companies have ahead of them, it

is critical not to get lost in the short-term noise and keep

our eye on the long-term prize.

Close followers of a2 Milk will understand what we

mean when we say there is an enormous amount of

noise that comes with the territory. This is normal with

exciting consumer growth stories in the huge and

opaque Chinese market. The key for us is to sift through

the mountain of day-to-day noise and to identify the

important information that helps us get clarity on the

long-term story. In recent months, a2 Milk’s share price

has been battered by various fears. Firstly, the market

grappled with concerns that sweeping regulatory

changes in China may impact a2 Milk, but as it turned

out common sense prevailed, and the government did

not block Chinese mothers from using offshore infant

formula as many in the market would have us believe.

Secondly, the CEO sold a parcel of shares she had just

received, prompting many in the market to suggest she

must know something we didn’t. As it turned out, like

many sellers of shares, the CEO had personal reasons

for selling that had nothing whatsoever to do with the

health of the company. Thirdly, slowing consumption

growth in China as the economy slows came onto

investor’s radars, but as it turns out, the huge total

addressable market and low penetration allow a2 Milk

to prosper despite any broad slowdown in consumption.

Fourthly, a sales ‘miss’ relative to consensus expectations

led many to think that a2 Milk's growth story was over,

but the shortfall was due to a change in their infant

formula labelling, which proved a temporary hiccup and

has not impacted the long-term earnings power of the

business at all. We have added to our a2 Milk position

in several of those situations, which have all proved to

be transitory and reflect the market’s short-term focus.

After all of this noise, a2 Milk reported a strong earnings

result in February, well ahead of our expectations (which

were also ahead of consensus)! Growth has essentially

accelerated and based upon the company’s in-depth

data-driven work on customer loyalty and behaviour,

management were confident enough to provide more

upbeat and longer-term guidance than they have ever

given before.

Attending a meeting with the Fisher & Paykel Healthcare

management team is like, excuse the pun, a breath of

fresh air for us. The company thinks in decades, not

quarters. This is the exact opposite of many investors

who myopically focus on short-term issues such as

the annual flu cycle and whether it will impact current

earnings. Our view is that the flu season in any given

year may vary but any one year’s outcome does not

impact the long-term earnings power of Fisher & Paykel

Healthcare one iota. When we meet the management

team, we spend almost no time focussing on the previous

half yearly earnings. We spend almost the entire time

focussing on the 5 to 20-year outlook. We focus on the

long-term production capability of the Mexico facilities,

we focus on the very large and untapped opportunities

Fisher & Paykel Healthcare has with Optiflow outside the

MANAGER’S REPORT CONTINUED

12

kingfish limited /

ANNUAL REPORT

2019

intensive care unit, and we focus on the super long-term
opportunity of using Optiflow or high flow nasal therapy

in the home.

Vista develops software for cinema exhibitors – last

time you went to the movies its software would have

been running almost everything in the cinema right from

providing your tickets to managing your popcorn order.

Vista has had the local market sewn up for many years,

but it turns out Vista's solution isn't just the best product

for the local market, but also globally. The company's

progress overseas stems from its entrepreneurial spirit

and desire to build a genuine market-leading, highly

scalable product. A great example of this was that many

years ago, Vista entered Argentina as only its third

country of operation, and had to contend with complex

local taxes and a new language. This was a brave

and ultimately successful move. Vista hasn't looked

back since and is now present in almost 100 countries,

including the fast-growing Chinese market. Vista has the

largest cinema software development team in the world

and has proactively reinvested in its product, which

has increased its lead over competitors. The cumulative

research and development spend and millions of lines

of software code are a few of the elements that form

an excellent competitive 'moat' around the business.

Vista has become the dominant player in its niche with

global market share, of over 40%. Even with such a

high market share the company is still growing, with

large cinema chains like Odeon in Europe and Aeon

in Japan recently switching over to Vista. With weaker

competitors falling by the wayside, it's conceivable

that this could be a classic 'winner-takes-all' specialist

software market. But for Vista this is just the tip of the

iceberg. Management realised that the high (and

growing) barriers to entry around its leading position

allowed it to collate industry data, and it has used this

to develop a suite of 'ecosystem' products around its

strong core. This ability of a 'platform company' to

profitably and organically grow new businesses from its

strong platform core is rare and very powerful. Movio

Media performs advanced analytics for major movie

studios to work out how to optimally spend their billions

of advertising dollars. Movie advertising is increasingly

going digital (think more targeted social media and less

traditional TV) and so Movio can capture more of this

growing pie moving forwards. One of our preferred

investment strategies is to back a leading business

that can surf the wave of a powerful thematic trend

like this. Beyond Movio, Vista has become aware of

other opportunities to add value to its key studios and

exhibitors. It has used its customer-centric entrepreneurial

mindset to pursue these through a number of early-

stage businesses like Powster (film websites), Cinema

Intelligence (predictive optimisation) and Numero (box

office reporting). Vista's recent 2018 result highlighted

the power of a strong business with long runway and

many early-stage growth options. It guided for what

would be its sixth consecutive year of revenue growth

in the region of 20% since listing. We have confidence

in the quality and depth of management, many of who

are founders and have been with the business the whole

way. This means they firmly have the 'owner mentality'

and make decisions with a view to creating long-term

enduring value for the business.

The combination of our longstanding large weight

in Mainfreight and a very strong share price return,

even by its lofty standards, meant it was the largest

contributor to Kingfish's returns for the financial year.

This reflected strong performance from the company

which has seen a simultaneous acceleration in growth

in its key offshore markets of Australia, Europe and the

US. There is a lot to like about the Mainfreight story –

including the strong position it holds in the New Zealand

market, its massive global market opportunity, its focused

and ambitious management team and its unique culture

(which we greatly admire and will comment on further a

little later on).

Sales revenue for last 5 fiscal years (NZ$m)

3000

2500

2000

150 0

1000

500

0

MainfreightF&P Healthcarea2 MilkVista

There was a material development at Restaurant Brands

during the year, with the company receiving a partial

takeover offer from Mexican financial investor Finaccess

Capital. We thought the offer price of $9.45 per share

was very attractive and we participated to the maximum

extent possible (with around 82% of our shares vended

into the offer). As the offer was not for all shares on

issue, we still hold a small position in the company

following the completion of the offer.

Various investing legends have long espoused the virtues

of “wearing out your shoe leather”, visiting businesses

first hand to gain a more direct perspective. It certainly

makes a welcome change from reading financial reports

and hounding down unique insights from the terabytes

of information constantly circulating the internet! We

are often talking and meeting with our companies

locally, but it’s important to go overseas and see their

operations and key staff there — around half our

companies’ revenue is generated offshore, underlining

the importance of doing this.

FY14 FY15 FY16 FY17 FY18

29%

p.a.

8%

p.a.

14%

p.a.

70%

p.a.

13

kingfish limited /

ANNUAL REPORT

2019

MANAGER’S REPORT CONTINUED
Over the 2019 financial year, our travels included

visiting Fisher & Paykel Healthcare Mexico facilities,

plus meeting a wider array of its US management team

and its key competitors (in both Europe and the US). We

saw progress in Mainfreight’s burgeoning European and

Australian operations, visited Pushpay and several of

their customers in the US and had a number of meetings

and relevant channel checks in China for a2 Milk (to

cover off the most important handful). We also plan to

visit Vista in the US and especially their rapidly growing

business Movio in June. Closer to home, we continue

to regularly travel to Australia, with meetings with

Mainfreight, a2 Milk and Infratil in particular delivering

key insights over the fiscal year.

Mainfreight is currently growing revenues rapidly outside

of New Zealand. On revisiting the large Epping site

in Melbourne two years after the 2016 investor day

hosted there, it was pleasing to see the warehouse full

and that the quality of the operations there has been

used to attract significant new customers. As a result, the

company is already expanding onto an adjacent site. It

is encouraging that the 2018 investor day was hosted in

the Netherlands, which is testament to the progress the

team is currently seeing in the European business. We

are pleased to see the company continuing to foster its

unique culture offshore and intensify its network both

within and between regions.

Fisher & Paykel Healthcare (FPH) generates almost 10%

of its revenue from Europe so it was extremely helpful

to spend some time with Patrick McSweeney, FPH’s

long-standing head of European operations. Patrick has

been in the industry for 30 years and has been with FPH

for 15 years. In business generally, but especially in the

world of medical technology where timeframes to get

products approved and into commercial production are

measured in decades, not years, that sort of experience

is worth its weight in gold. Patrick reminded us that the

European and global penetration of high flow oxygen

therapies into the hospital is still very low and FPH

remains very well positioned to dominate this significant

opportunity for many years to come.

Infrastructure investment company Infratil was a key

contributor to performance over the year. Infratil’s

portfolio reconstruction (for now) is largely complete,

with both its divestment programme and its relatively

young renewables and data platforms exceeding

expectations. Canberra Data Centres (CDC) deserves

particular mention. It is that rare beast which is a

growth infrastructure asset. We have just returned

from the annual Infratil investor day, where CDC stole

the limelight! CDC continues to exceed expectations

(ours, but also those of Infratil and CDC management

themselves) and earnings are re-accelerating, with

earnings growth now expected to exceed 50% in the

coming year! CDC acquired a Sydney datacentre

in December 2018 and continues to benefit from the

general growth in data, but also its positioning in

the market as a premium offering with high security,

reliability and sovereign ownership. With a strong

development path in both Canberra and Sydney, we

expect CDC to become Infratil’s largest single asset

exposure in the near future.

*From date of first investment

Portfolio Company Returns - year to 31 March 2019

Total shareholder return

-20%-10%0%10%20%30%80%

Source: Factset

40%50%60%70%

Vista

Meridian Energy

Mainfreight

Infratil

Auckland Airport

Restaurant Brands

Fisher & Paykel Healthcare

Ryman Healthcare

Port Of Tauranga

Delegat

a2 Milk

Freightways

Summerset

Pushpay Holdings*

Fletcher Building*

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Post balance date Infratil announced the conditional
acquisition of Vodafone NZ alongside Brookfield

Infrastructure Partners for NZ$3.4b, with Infratil raising

$400m of equity to fund its 49.9% stake. While

Infratil sees this as an investment with solid mid-teen

equity returns, we believe there is potential for material

upside risk and the deal evokes similarities to Infratil’s

extremely successful transformation of Shell’s NZ assets

into today’s Z Energy where the IFT earned four times

its equity investment in five years! We continue to view

Infratil as an attractive investment opportunity and post

balance date we have increased our weighting in Infratil

and participated in the equity raise.

PORTFOLIO CHANGES:

The ongoing upgrade to the quality of the portfolio

began early in the 2018 fiscal year with the exit of

Metro Performance Glass, Z Energy and Tegel and the

entry of a2 Milk. This continued in the 2019 financial

year with the exit of Abano and Michael Hill. We

recycled that capital into some of the highest quality

companies in NZ (a2 Milk, Fisher & Paykel Healthcare).

This active management of your portfolio differentiates

us from passive managers and has added material value

to your returns in the past couple of years.

When the story changes, be prepared to change your

mind and learn from your mistakes

It is often jarring to note that the best fund managers in

the world are wrong approximately 35% of the time.

That means that learning from successes is a critical

part of our culture but so is learning from mistakes. This

brings me to another core investment principle we have

which is that we should never compromise on quality.

Two companies that have turned out to be lower quality

than we originally thought are Abano and Michael

Hill. When these stories changed, we were prepared to

change our mind and our positioning.

Ongoing, disappointing same-store-sales growth

from its Australian business (Maven) and limited

margin improvement saw us exit our position in

Abano Healthcare in October 2018. We had been

progressively reducing our investment since November

2017. Two of the key attractions of a roll-up story are the

ability to take organic market share and the delivery of

operating leverage via scale and Abano Healthcare,

has struggled to deliver on both of these. As always,

your capital is precious and there were better places to

invest it. Since exiting our position in Abano Healthcare

the company has continued to disappoint, with the share

price now languishing around half the level we exited at.

We decided to exit our position in jewellery retailer

Michael Hill in March 2019. Based on our STEEPP

investment criteria, the company had one of the lowest

Strength score of the companies in our portfolio and we

decided there were better returns elsewhere given the

risk profile of the investment. The investment case has

changed meaningfully in recent times, as the growth

avenues the business was pursuing have proven too

challenging and been shut down. The strategic agenda

has shifted to focus on the core business, which is now

struggling to grow in the modern retail environment

where there is more competition for customers’ dollars

than ever and lower quality shopping malls are seeing

declines in foot traffic. Management have not executed

well in the core business, with an abrupt change in

promotional strategy resulting in a large and immediate

drop-off in sales. We were able to use the partial

share price recovery on the back of the new CEO’s

turnaround plan to exit the position. We do not expect

the outlook for the company to significantly improve from

here – the fine jewellery category is stagnant and price

competition as fierce as ever, especially in Australia.

Michael Hill is investing in much needed improvements

in customer experience and its online offering, but it

will require strong execution to just hold steady against

this backdrop. While we are bitterly disappointed at

the extent to which our position has detracted from

performance, we have learned valuable lessons here.

Primarily, we should have moved more decisively when

the investment thesis shifted and been more sceptical

of management’s optimism that performance would

improve, given weak execution, when nothing short of

excellent execution would suffice.

We also exited EBOS during the year which had a low

STEEPP score and was a less attractive use of capital

than alternative investments. The industry outlook

is becoming increasingly challenged as regulated

pharmacy revenues are expected to remain under

pressure with some manufacturers choosing to bypass

wholesale distributors and go direct to pharmacies, as

well as increasing competition with a new Australian

community wholesaler entrant in 2017. As a result,

competitors are increasingly attempting to diversify

into other healthcare businesses where EBOS has a

dominant market position. Organic earnings growth (ex

M&A) is expected to moderate to mid-single digits, with

earnings growth in its core healthcare operations of

circa 2-3% diluting otherwise attractive growth from its

consumer product and animal business. We were also

disappointed to see the highly respected CEO Patrick

Davies leave the company.

Key entries/major additions

As baseball catcher Yogi Berra famously said,

“predictions are difficult, especially about the future.”

We know that we don’t know everything about the

future. That means we look to build portfolios that can

perform well regardless of what gets thrown at us. The

list of things that could be is long: will inflation be higher

or lower, what is the economy going to do, will the New

Zealand dollar rise or fall? Portfolios need to be resilient

regardless of how the world unfolds.

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This means we diversify appropriately – we seek to
build all weather portfolios that are sensibly diversified

across a range of companies that will tend to perform

differently at different times in the cycle. We try to

make sure our best ideas make a difference – while

it’s important to build a sensibly diversified portfolio,

we also want to get the best value from our investment

insights. This means we are not afraid to focus portfolios

on our very best ideas. We typically have investments in

fewer companies than other asset managers.

In last year’s annual report, we noted that Kingfish

made a small investment in Fletcher Building for the

first time early in fiscal 2019. We noted that we had

our eyes wide open about the company’s patchy

track record, the challenges that lie ahead and the

risks around the construction cycle. It is this latter

factor that caused us to cut our weighting in Fletcher

Building during the year to a minimum position size. It is

important to note, however, that the self-help story that

the company articulated around refocussing on its core

assets and divesting non-core assets continues to be

executed as we expected.

We added Pushpay to the portfolio during the year.

Pushpay is a New Zealand tech success story that

builds world class giving and engagement solutions for

organisations. It is now the leading mobile payments

and engagement provider to the US faith sector. The

company delivers best in class product and service, and

its domain expertise combined with superior investment

in resources (both sales and R&D) gives us comfort that

Pushpay will retain this edge over competitors. We

attended an investor day held by the company in the

US during the year and were impressed by the depth

of strength of the firm below senior management. In

addition, we have been especially impressed by the

exceptionally strong customer feedback we obtained

during our independent checks, from various large

churches in the US. Pushpay has achieved both positive

cash flow and operating earnings in the December

2019 quarter and has since reported positive operating

earnings for the financial year to 31 March 2019. It

is not unreasonable to expect revenue growth over

the next 3-5 years to continue to compound at circa

20-30%+ p.a. Pushpay remains a relatively early stage

investment and we have initiated a minimum position.

OUTLOOK:

A key part of our culture is to continuously hone our

process and importantly, never stop learning. When

we think about these and other key culture attributes,

we need look no further than Mainfreight for an

excellent example of not only what a great culture is, but

importantly how it can add material value. Doing things

the “Mainfreight Way” means a heavy focus on people

MANAGER’S REPORT CONTINUED

and customer service. The entrepreneurial spirit means

owner-drivers are heavily invested in success. Weekly

accounts are on the wall of every branch office and

lunchroom globally, which drives accountability and

healthy competition. Mainfreight strives for continuous

improvement via a “growth mentality”, with cross-

branch competition and collaboration fostering

innovative development and implementation of best

practice, plus the environment to front up and learn

from their mistakes to make the business better.

One of the key things we learnt last year from the

good Dr Jekyll and the evil Mr Hyde is that market

returns can look very different in a short space of time

with small changes in perceived outlook. This brought

about a major change in market dynamics in late

2018 and early 2019 with single stock dispersion,

essentially the difference in returns between the

weakest and strongest performers, increasing sharply

after several quarters of very low dispersion in late

2017 and into 2018. We welcome dispersion with

open arms as it provides an opportunity to beat the

market and allows the high quality companies we

invest in on your behalf to shine.

For example, during the final quarter of the Kingfish

year, portfolio heavyweights like The a2 Milk

Company, Fisher & Paykel Healthcare and Mainfreight

delivered significantly higher returns than the market.

Of course dispersion is a two-way street. Thankfully

we avoided some of the weaker performers over the

quarter. In particular, it was satisfying that companies

we have either previously exited (Metro Performance

Glass, Abano Healthcare and Sky TV) or had run

through our process and actively chosen not to invest

in (Metlifecare, Comvita) returned significantly less

than the market. Dispersion was also evident in the

recent company earnings reporting season. The

Kingfish portfolio had a ratio of earnings beats to

misses of 2 to 1. We had twice as many companies

that beat consensus earnings expectations as those

that missed them. The broader NZ stock market, on

the other hand, had a ratio of 0.3 to 1, meaning

that 3 times as many companies missed earnings

expectations as beat them.

Given the ferocity of the December quarter sell-off

in global equity markets and the pace of the March

quarter rally, coupled with the constant uncertainties

we see in the global economy, we should brace for

more volatility ahead.

However, as Yogi Berra taught us, predictions are

difficult. What I can say for certain though is that we

will continue to do what we have been doing. We will

continue to upgrade the quality of the portfolio, we

will continue to think long-term and mean it, we will

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PORTFOLIO HOLDINGS SUMMARY
AS AT 31 MARCH 2019

Listed Companies% Holding

Auckland International Airport5.0%

Delegat Group3.5%

Fisher & Paykel Healthcare13.9%

Fletcher Building1.8%

Freightways8.6%

Infratil6.8%

Mainfreight10.6%

Meridian Energy3.3%

Port of Tauranga3.3%

Pushpay Holdings1.9%

Restaurant Brands NZ*4.5%

Ryman Healthcare6.4%

Summerset5.9%

The a2 Milk Company 13.2%

Vista Group International4.9%

Equity Total93.6%

New Zealand dollar cash6.4%

TOTAL100.0%

continue to wear out the shoe leather in search of that

extra edge, we will continue to learn from our successes

and our mistakes, and we will never be afraid to change

our minds.


Sam Dickie / Senior Portfolio Manager

Fisher Funds Management Limited

17 June 2019

Growth Outlook - Global GDP vs NZ GDP

Portfolio revenue split by geography

New Zealand 50%

Australia & Asia 26%

North America 14%

Europe 8%

Other 2%

4.0%

3.5%

3.0%

2.5%

2.0%

Global GDP growthNZ Real GDP growth

2017 2018 2019

Source: IMF Forecasts, Bloomberg

Source: Fisher Funds estimates,

weighted by portfolio holdings

* Percentage calculation includes all Restaurant Brand shares. Refer footnote of Note 8 of the Financial Statements

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STRENGTH OF
THE BUSINESS

What is the company’s

competitive advantage? Is it

sustainable? Is the company a

market leader? Does it have

a dominant position? A strong

business is one that can maintain

its profit margins by employing a

unique strategy.

TRACK

RECORD

How has the company performed

in the past? Has the company

performed under the same

management team? Has it grown

organically or by acquisition? How

did the company react during a

downturn? Fisher Funds prefers to

buy established companies that

have executed well in the past.

EARNINGS

HISTORY

How fast has the company been

able to grow its earnings in the

past? How consistent has earnings

growth been? Fisher Funds prefers

to buy companies that exhibit

secular growth characteristics

where they have proven the ability

to provide a high or improving

return on invested capital.

THE STEEPP PROCESS

Fisher Funds employs a process that it calls STEEPP to analyse existing and potential portfolio

companies. This analysis gives each company a score against a number of criteria that Fisher Funds

believes need to be present in a successful portfolio company. All companies are then ranked

according to their STEEPP score to broadly determine their portfolio weighting (or indeed whether

they make the grade to be a portfolio company in the first place).

The STEEPP criteria are as follows:

STE

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EARNINGS
GROWTH FORECAST

What is the company’s earnings

growth forecast over the next

three to five years? What is the

probability of achieving the

forecast? What do we expect the

company’s earnings potential to

be? Fisher Funds notices that too

many analysts focus on short-term

earnings. As long-term growth

investors, Fisher Funds thinks about

where the company’s earnings

could be in three to five years.

PEOPLE/

MANAGEMENT

Who are the management team

and how long have they been in

their roles? Who are the directors,

what is their history with the

company, and what do they bring

to the Board? What is the depth of

management in the organisation

and is there a succession plan for

the key executive roles? Do the

management team own shares

in the business and how are

they rewarded? Has the Board

and management exhibited

good corporate behaviour in the

areas of environmental, social

and governance considerations?

For Fisher Funds, the quality of

the company management and

its corporate governance is of

paramount importance.

PRICE/

VALUATI O N

How much of the future earnings

growth is already reflected in

the share price? Where does the

current share price sit in relation

to our worst to best case valuation

range? A company will generate

a higher score where the market

price currently reflects little of that

company’s upside potential.

EPP

Applying this STEEPP analysis, Fisher Funds constructed a portfolio for

Kingfish which comprised 15 securities at the end of March 2019.

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THE KINGFISH PORTFOLIO STOCKS
WHAT DOES IT DO?

Auckland International Airport (AIA)

owns and operates New Zealand’s major

gateway as well as 1500 hectares of land

surrounding the airport. AIA operates

under a ‘dual till’ regulatory regime,

meaning that the company’s aeronautical

operations are subject to rate of return

regulation, whereas the other non-

aeronautical operations are unregulated.

Over 50% of AIA’s revenue is derived

from non-aeronautical operations, such as

retail, parking, hotel accommodation and

property rental.

WHY DO WE OWN IT?

AIA is well-positioned to benefit from

New Zealand’s positive long-term tourism

outlook. With aspirations for 40 million

total passengers per annum by 2044,

combined with a strengthening consumer

business and leveraging its land bank,

AIA’s non-aeronautical operations are

expected to continue to deliver attractive

returns on invested capital into the future.

WHAT DOES IT DO?

Delegat Group produces and distributes

super-premium wine internationally under

the Oyster Bay and Barossa Valley Estate

brands. Oyster Bay is the number one

selling New Zealand wine brand in the

UK, Australia and Canada, and is growing

quickly in the US.

WHY DO WE OWN IT?

Delegat continues to grow its profits

annually despite currency fluctuations.

The company has invested for growth

by expanding its winery capacity and

increasing vineyard plantings to meet its

goal of achieving 7% per annum growth

in case sales. The majority of the growth

is likely to be driven by the still relatively

immature US market.

+37

%

Total Shareholder Return

Total shareholder return sourced from Factset and excludes imputation credits.

The following is a brief introduction to each of your portfolio companies, with a description

of why we believe they deserve a position in the Kingfish portfolio. Total shareholder return

is for the year to 31 March 2019 and is based on the closing price for each company plus

any capital management initiatives. For companies that are new additions to the portfolio

during the year, total shareholder return is from the first purchase date to 31 March 2019.

+17

%

Total Shareholder Return

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WHAT DOES IT DO?
Fisher & Paykel Healthcare is a leading

designer, manufacturer and distributor of

innovative medical devices for patients who

require acute respiratory and obstructive

sleep apnoea care. Over 95% of its

products are sold outside New Zealand

from dedicated manufacturing facilities in

Auckland and Mexico.

WHY DO WE OWN IT?

We are attracted to the latent demand for

Fisher & Paykel Healthcare’s innovative care

products as the worldwide population ages

and the incidence of chronic respiratory

diseases and obesity rises. Through its

own research and development, Fisher

& Paykel Healthcare has continued to

develop products that significantly expand

its potential patient base, while maintaining

high returns on invested capital.

WHAT DOES IT DO?

Fletcher Building is a diversified building

products and construction company with

a range of different business units across

many products and services in New

Zealand, Australia and also internationally.

WHY DO WE OWN IT?

Many of Fletcher Building’s key business

units are well established, have performed

well, and have strong market positions,

particularly in New Zealand. Under the

new CEO, the company has strengthened

its balance sheet and is refocusing on

its core after various missteps on large

construction projects and expanding

internationally.

+21

%

Total Shareholder Return

-18

%

Total Shareholder Return

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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Freightways operates a range of

nationwide courier operations with

brands including NZ Couriers, Post Haste

and DX Mail. The company has also

developed an information management

business on both sides of the Tasman

encompassing document storage, data

services and secure destruction services.

WHY DO WE OWN IT?

Freightways is one of two dominant

players in the New Zealand courier

market and its information management

business has a footprint across

Australasia. The company has an

impressive track record of stable organic

growth and value-accretive acquisitions

that leverage off its existing infrastructure.

Earnings have been resilient in times of

recession, and are growing at least as

strongly as the domestic economy in

more buoyant times.

WHAT DOES IT DO?

Infratil invests in a diverse range of

infrastructure businesses encompassing

renewable energy, air and road transport,

aged care, and more recently, data centres

with a focus on co-investment within

Australasia. It is externally managed by an

experienced management team.

WHY DO WE OWN IT?

We are attracted to Infratil’s portfolio of

infrastructure assets that are not easily

replicable and its track record since listing

has been strong.

+13

%

Total Shareholder Return

+41

%

Total Shareholder Return

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WHAT DOES IT DO?
Mainfreight is a global supply chain

logistics company. It is a specialist

freight forwarder and distributor,

with interests spanning managed

warehousing, transportation of

hazardous substances, international

air and sea freight and both full-

truckload and less-than-truckload

domestic transport. Its operations span

New Zealand, Australia, US, Asia and

Europe.

WHY DO WE OWN IT?

Mainfreight is a very well-run company

with a special company culture that has

delivered strong performance over time.

It continues to open new trade lanes as it

spreads its logistics footprint ever wider.

Growth should come organically and

through judicious acquisitions as it works

towards its goal of becoming a global

logistics provider.

WHAT DOES IT DO?

Meridian Energy is New Zealand’s

largest electricity generator, producing

approximately 30% of the country’s

electricity in an average year, sourced

100% from renewable hydro and

wind resources. The company also

has a dominant retail business in New

Zealand, operating under the Meridian

and Powershop brands, and is well

positioned to double the size of its

Australian retail base.

WHY DO WE OWN IT?

Meridian is a well-run company, with a

portfolio of long-dated quality renewable

generation assets which provide Meridian

with the advantage of being amongst the

lowest cost marginal electricity producers.

Meridian is favourably positioned over

the long term to benefit from key sector

event risks and is generating increasing

free-cashflows given its decreasing capital

expenditure requirements.

+48

%

Total Shareholder Return

+55

%

Total Shareholder Return

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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Port of Tauranga is the natural gateway

to and from international markets

for many of New Zealand’s major

businesses. It is in close proximity to

many important exporters in the forestry,

dairy, meat and fruit industries. Its

investment in port facilities in Timaru and

an inland port near Christchurch opens

up the South Island hinterland for exports

to be hubbed out of Tauranga.

WHY DO WE OWN IT?

Port of Tauranga continues to grow

in importance as a leading shipping

port in New Zealand for both exports

and imports. It has many natural

advantages, including excellent access

for road and rail, large land holdings

and, more recently, a deep harbour for

bigger ships to call. It has an important

strategic 10-year agreement with Kotahi

which underwrites its investment in

Primeport Timaru and its Metroport near

Christchurch.

WHAT DOES IT DO?

Pushpay is a leading mobile payments and

engagement provider to the US faith sector,

with more than 7,600 customers including

14 of the top 20 and 55 of the top 100

largest churches in the US.

WHY DO WE OWN IT?

Pushpay provides the best in class product

and service, and its domain expertise

combined with existing resources (both

sales and Research & Development) gives

us comfort that Pushpay will retain this edge

over competitors. Pushpay’s addressable

market is very large (circa US$90bn)

and very under-penetrated and although

Pushpay remains relatively early-stage, it

is not unreasonable to see revenue growth

over the next three to five years continue to

compound at circa 20% - 30%+ p.a.

+17

%

Total Shareholder Return

-13

%

Total Shareholder Return

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WHAT DOES IT DO?
Restaurant Brands has predominantly

exclusive franchise agreements for

international fast-food brands in New

Zealand, Australia and the Pacific

(including KFC, Taco Bell, Pizza Hut,

Starbucks and Carl’s Jr.). In recent times,

the company expanded internationally

with the purchase of a network of KFC

stores in New South Wales, plus Taco Bell

and 45 Pizza Hutt stores in the Pacific

(primarily Hawaii). The KFC brand is the

largest earner for the group.

WHY DO WE OWN IT?

Restaurant Brands has a long history of

achieving attractive returns on invested

capital and has successfully delivered

increasing same store sales and

margins in its KFC division (including

in Australia), while changes in strategy

have improved profitability of Pizza Hut

and Starbucks. Restaurant Brands has a

leading management team and is in the

middle of a growth phase via its offshore

expansion.

WHAT DOES IT DO?

Ryman Healthcare was formed in 1984 to

develop, construct and operate retirement

villages in New Zealand. It now has 32

retirement villages around New Zealand

and is in the early stages of replicating its

model in Melbourne. Ryman Healthcare

is the largest owner and developer of

retirement villages in New Zealand.

WHY DO WE OWN IT?

Ryman Healthcare has stuck to its winning

formula since inception. Industry dynamics

are attractive, and Ryman Healthcare

continues to lift its build rate of units and

beds to meet latent demand from an

ageing population. Melbourne represents

an area of considerable upside with a

similar ageing demographic to that in

New Zealand. The company plans to have

five retirement villages open in Melbourne

by 2020, and plans to ultimately build at

the same rate there as in New Zealand.

+24

%

Total Shareholder Return

+18

%

Total Shareholder Return

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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Summerset is an integrated retirement

village builder, owner and operator.

The company has 26 retirement villages

around New Zealand and is the largest

developer and the third largest owner of

retirement villages in New Zealand. It is

investigating whether to expand into the

Australian market.

WHY DO WE OWN IT?

Summerset successfully operates a

continuum of care model with aged care

integrated into its villages. Summerset

has consistently lifted its build rate of

new units and beds, while expanding its

development margin. This indicates that

it is executing its business model well,

and has a large land bank to continue

the roll-out of its sought-after villages.

WHAT DOES IT DO?

The a2 Milk Company sells ‘a2’-branded

fresh milk and infant milk formula

internationally. As the name suggests,

its products contain only A2 beta-casein

protein, on the basis that it is more

comfortably digested than normal milk

(which contains a mix of both A1 and A2

proteins). In recent years, the company

has grown sales and market share rapidly

in Australia and China and is currently

also focused on its growing businesses in

the US and UK.

WHY DO WE OWN IT?

The a2 Milk Company has a small

but fast growing share of the very

lucrative Chinese infant formula market.

Management have capably executed

on its growth plans to date and we

expect its market share to continue

growing across a range of distribution

channels. In addition, there is potential

for further upside from new products and

geographies.

-3

%

Total Shareholder Return

+15

%

Total Shareholder Return

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WHAT DOES IT DO?
Vista Group is an innovative and

profitable IT company primarily providing

sophisticated software to cinema

exhibitors. It has a 40% worldwide market

share with clients in over 90 countries. Its

integrated software systems allow cinema

exhibitors to run wide-ranging functions

such as ticketing, food and beverage sales,

staff and film scheduling, loyalty schemes,

digital signage as well as external

customer interfaces like websites, mobile

apps and call centres. Vista Group also

has a range of smaller group businesses

that leverage its depth of data and cinema

industry intellectual property.

WHY DO WE OWN IT?

We are attracted to Vista Group’s profitable

core business which provides sophisticated

software to cinema operators of all sizes.

We believe that this business still has many

years of growth ahead of it, particularly in

undeveloped countries. Additionally, the

company’s data analytics business (Movio)

and other early stage businesses have

exciting long-term growth prospects.

+72

%

Total Shareholder Return

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Pictured left to right: Carol Campbell, Alistair Ryan, Carmel Fisher and Andy Coupe.
Alistair Ryan MComm (Hons), FCA

Chair of the Board

Chair of Remuneration and Nominations Committee

Independent Director

Alistair Ryan is an experienced company director and

corporate executive with extensive corporate and

finance sector experience in the listed company sector

in New Zealand and Australia. He is a director of

Barramundi, Marlin Global, Metlifecare and Kiwibank,

and a member of the FMA’s Audit Oversight Committee.

He was Chair of Evolve Education Group (retired 15

June 2019). Alistair had a 16-year career with SKYCITY

Entertainment Group Limited (from pre-opening and

pre-listing in 1996 through 2012). Alistair was a member

of the senior executive team and also served as a

director of various SKYCITY subsidiary and associated

companies. Prior to SKYCITY, Alistair was a Corporate

Services Partner with Ernst & Young, based in Auckland.

He is a fellow of Chartered Accountants Australia and

New Zealand. Alistair’s principal place of residence is

Auckland.

Alistair was first appointed to the Kingfish board on

10 February 2012.

Andy Coupe LLB

Chair of Investment Committee

Independent Director

Andy Coupe has extensive commercial and capital

markets experience having worked in a number of

sectors within the financial markets over the last 30

years. Andy was formerly a consultant in investment

banking at UBS New Zealand Limited, where his role

principally encompassed equity capital markets and

takeover transactions involving numerous initial public

offerings and secondary market transactions. Andy is a

director of Barramundi, Marlin Global, Briscoe Group,

Coupe Consulting and Gentrack Group. He is also

Chair of the New Zealand Takeovers Panel and Deputy

Chair of Television New Zealand. Andy’s principal

place of residence is Hamilton.

Andy was first appointed to the Kingfish board on

1 March 2013.

Carol Campbell BCom, CA

Chair of Audit and Risk Committee

Independent Director

Carol Campbell is a chartered accountant and

a member of Chartered Accountants Australia

and New Zealand. Carol has extensive financial

experience and a sound understanding of efficient

Board governance. Carol holds a number of

directorships across a broad spectrum of companies

including T&G Global, New Zealand Post, NZME

and Kiwibank. Carol is also a director of Barramundi

and Marlin Global. Carol was a director of The

Business Advisory Group, a chartered accountancy

practice, for 11 years and prior to that a partner at

Ernst & Young for over 25 years. Carol’s principal

place of residence is Auckland.

Carol was first appointed to the Kingfish board on

5 June 2012.

Carmel Fisher CNZM, BCA, INFINZ (Fellow)

Director

Carmel Fisher established Fisher Funds Management

Limited in 1998. Carmel’s interest and involvement in

the New Zealand share market spans over 30 years

and she is widely recognised as one of New Zealand’s

pre-eminent investment professionals. Carmel was an

investment analyst and portfolio manager for several

stockbroking and institutional firms before launching

Fisher Funds as a boutique fund manager. She was

managing director of Fisher Funds for 20 years before

retiring and selling the company in 2017. Carmel is

also a director of Barramundi, Marlin Global and

New Zealand Trade & Enterprise. Carmel’s principal

place of residence is Auckland.

Carmel was made a Companion of the New Zealand

Order of Merit in the 2019 New Year's honours for her

services to the New Zealand finance industry.

Carmel was first appointed to the Kingfish board on

30 January 2004.

BOARD OF DIRECTORS

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FOR THE YEAR ENDED 31 MARCH 2019
CORPORATE GOVERNANCE STATEMENT

Kingfish’s board recognises the importance of good

corporate governance and is committed to ensuring

that the company meets best practice governance

principles to the extent that it is appropriate for the

nature of the Kingfish operations. Strong corporate

governance practices encourage the creation of

value for Kingfish shareholders, while ensuring the

highest standards of ethical conduct and providing

accountability and control systems commensurate with

the risks involved.

The board is responsible for establishing and

implementing the company’s corporate governance

frameworks, and is committed to fulfilling this role in

accordance with best practice having appropriate

regard to applicable laws, the NZX Corporate

Governance Best Practice Code (“NZX Code”)

and the Financial Markets Authority Corporate

Governance - Principles and Guidelines. The board

oversees the management of Kingfish, with the

day-to-day management responsibilities of Kingfish

being delegated to Fisher Funds Management Limited

(“Fisher Funds” or “the Manager”).

As at 31 March 2019, Kingfish was in compliance

with the NZX Code, with the exception of

recommendations 4.3

1

and 5.3

2

for the reasons

explained under the relevant principles.

The corporate governance policies and procedures,

and board and committee charters, are regularly

reviewed by the board against the corporate

governance standards set by NZX, any regulatory

changes and developments in corporate governance

practices.

The Kingfish constitution and each of the charters,

codes and policies referred to in this section are

available on the Kingfish website (www.kingfish.

co.nz) under the “Policies” section.

Principle 1 – Code of ethical behaviour

Directors should set high standards of ethical

behaviour, model this behaviour and hold

management accountable for these standards being

followed throughout the organisation.

CODE OF ETHICS & STANDARDS OF

PROFESSIONAL CONDUCT

Kingfish’s Code of Ethics & Standards of Professional

Conduct details the ethical and professional

behavioural standards required of the directors

and those employees of the Manager who work on

Kingfish matters.

The Code of Ethics & Standards of Professional Conduct

covers a wide range of areas including: standards of

behaviour, conflicts of interest, proper use of company

information and assets, compliance with laws and

policies, reporting concerns and receiving gifts.

Any person who becomes aware of a breach or

suspected breach of the Code of Ethics & Standards of

Professional Conduct is required to report it immediately

in accordance with the procedure set out in the Code of

Ethics & Standards of Professional Conduct.

Training on the Code of Ethics & Standards of

Professional Conduct is included as part of the

induction process for new directors and relevant

employees of the Manager.

SECURITIES TRADING POLICY

The Securities Trading Policy details the trading

restrictions on persons nominated by Kingfish (including

its directors and employees of the Manager who

work on Kingfish matters) in Kingfish shares and other

securities.

In relation to Kingfish shares, nominated persons, with

the permission of the board of Kingfish, may trade

in Kingfish shares only during the trading window

commencing immediately after Kingfish’s weekly

disclosure of its net asset value to the New Zealand

Stock Exchange (“NZX”) and ending at the close

of trading two days following the net asset value

disclosure.

Nominated persons may not trade in Kingfish shares

when they have price sensitive information that is not

publicly available.

CONFLICTS OF INTEREST POLICY

The Conflicts of Interest Policy outlines the board’s

policy on conflicts of interest. The policy details the

process to be adopted for identifying conflicts of

interests and managing any such conflicts.

Principle 2 – Board composition and performance

To ensure an effective board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.

BOARD CHARTER

Kingfish’s board operates under a written charter which

defines the respective functions and responsibilities

of the board, focusing on the values, principles and

practices that provide the corporate governance

framework.

1

Kingfish does not have a formal environmental, social and governance (ESG) framework.

2

There is no CEO remuneration disclosure as Kingfish delegates its management personnel requirements to Fisher Funds pursuant

to an Administration Services Agreement.

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The board has overall responsibility for all decision
making within Kingfish. The board is responsible for

the direction and control of Kingfish and is accountable

to shareholders and others for Kingfish’s performance

and its compliance with the appropriate laws and

standards. The board has delegated the day-to-day

management of Kingfish to the Manager.

The board uses committees to address certain matters

that require detailed consideration. The board retains

ultimate responsibility for the function of its committees

and determines their responsibilities. The board is

assisted in meeting its responsibilities by receiving

reports and plans from Fisher Funds and through its

annual work programme.

Directors have access to key employees of the

Manager who are connected to the activities of

Kingfish and can request any information they consider

necessary for informed decision making.

NOMINATION AND APPOINTMENT OF

DIRECTORS

In accordance with Kingfish’s constitution and NZX

Listing Rules, the directors are required to retire by

rotation and may offer themselves for re-election

by shareholders each year. Procedures for the

appointment and removal of directors are also

governed by the constitution. The Remuneration and

Nominations Committee is responsible for identifying

and nominating candidates to fill director vacancies for

board approval.

WRITTEN AGREEMENT

The company provides a letter of appointment to each

newly appointed director setting out the terms of their

appointment. The letter includes information regarding

the board’s responsibilities, expectations of directors,

tenure and independence, expected time commitments,

indemnity and insurance provisions, declaration of

interests and confidentiality. New directors are required

to consent to act as a director.

DIRECTOR INFORMATION AND INDEPENDENCE

The board comprises four directors with diverse

backgrounds, skills, knowledge, experience and

perspectives. Information about each director including

a profile of experience is available on page 28 of this

Annual Report and also on the Kingfish website.

The board takes into account guidance provided under

the NZX Main Board/Debt Market Listing Rules in

determining the independence of directors. Director

independence is considered annually. Directors have

undertaken to inform the board as soon as practicable

if they think their status as an independent director has

or may have changed.

CORPORATE GOVERNANCE STATEMENT CONTINUED

As at 31 March 2019, the board considers that Alistair

Ryan (Chair), Carol Campbell, and Andy Coupe are

independent directors. As at 31 March 2019, the board

considers that Carmel Fisher is not an independent

director by virtue of the previous roles she held within

Fisher Funds.

Information in respect of directors’ ownership interests

is available on page 60.

DIVERSITY

Kingfish has a formal Diversity Policy. The board views

diversity as including but not being limited to, skills,

qualifications, experience, gender, race, age, ethnicity

and cultural background. The board recognises that

having a diverse board will enhance effectiveness in

key areas.

All appointments to the board will be based on merit,

and will include consideration of the board’s diversity

needs, including gender diversity. Under the policy,

the principal measurable diversity objective is to

embed gender diversity as an active consideration in

all succession planning for board positions. During the

year, there were no appointments to the board.

The board’s gender composition was as follows:

NumberProportion

2019FemaleMaleFemaleMale

Directors2250%50%

NumberProportion

2018FemaleMaleFemaleMale

Directors2250%50%

The board believes that Kingfish has achieved the

objectives set out in its Diversity Policy for the year

ended 31 March 2019.

DIRECTOR TRAINING

All directors are responsible for ensuring they remain

current in understanding their duties as directors. To

ensure ongoing education, directors are regularly

informed of developments that affect the company’s

industry and business environment.

ASSESSMENT OF DIRECTOR PERFORMANCE

The Remuneration and Nominations Committee

conducts a formal review of director, committee and

board performance annually. Appropriate strategies

for improvement are recommended to the board as

and when required. The Chair of the board also has

discussions with directors on individual performance.

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SEPARATION OF THE CHAIR AND CHIEF
EXECUTIVE

Kingfish delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement. The Chair of

Kingfish is a different person to the Chief Executive of

Fisher Funds.

Principle 3 – Board committees

The board should use committees where this will

enhance its effectiveness in key areas, while still

retaining board responsibility.

The board has three standing committees: the

Audit and Risk Committee, the Remuneration and

Nominations Committee and the Investment Committee.

Each committee operates under a charter approved by

the board, and any recommendations they make are

recommendations to the board. The charter of each

committee is reviewed annually.

DIRECTOR MEETING ATTENDANCE

A total of eight board meetings, two Audit and

Risk Committee meetings, one Remuneration and

Nominations Committee meeting and one Investment

Committee meeting were held in the 2019 financial

year. Director attendance at board meetings and

committee member attendance at committee meetings

is shown below.

DirectorBoard

Audit and

Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

8/82/21/11/1

Andy

Coupe

8/82/21/11/1

Carmel

Fisher

8/82/2*1/11/1

Alistair

Ryan

8/82/21/11/1

* Carmel Fisher was an attendee at the Audit and Risk

Committee meetings.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee Charter sets out the

objectives of the Audit and Risk Committee which

are to provide assistance to the board in fulfilling its

responsibilities in relation to the company’s financial

reporting, internal controls structure, risk management

systems and the external audit function.

The Committee focuses on audit and risk management

and specifically addresses responsibilities relative to

financial reporting and regulatory compliance.

The Audit and Risk Committee is accountable for

ensuring the performance and independence of the

external auditor, including that the external auditor or

lead audit partner is changed at least every five years.

The Audit and Risk Committee also reviews the

appropriateness of any non audit services and

recommends to the board which services, other

than the statutory audit, may be provided by

PricewaterhouseCoopers as auditor.

The auditor has a clear line of direct communication

at any time with either the Chair of the Audit and Risk

Committee or the Chair of the board, both of whom are

independent directors. During the year, the Audit and

Risk Committee held private sessions with the auditor.

The Audit and Risk Committee currently comprises

independent directors Carol Campbell (Chair), Alistair

Ryan and Andy Coupe, all of whom have appropriate

financial experience and an understanding of the

industry in which Kingfish operates.

The Audit and Risk Committee may have in attendance

the Corporate Manager and/or other employees of

the Manager and such other persons including the

external auditor, as it considers necessary to provide

appropriate information and explanations.

REMUNERATION AND NOMINATIONS

COMMITTEE

The Remuneration and Nominations Committee

Charter sets out the objectives of the Remuneration and

Nominations Committee, which are to set and review

the level of directors’ remuneration, ensure a formal

rigorous and transparent procedure for the appointment

of new directors to the board and evaluate the balance

of skills, knowledge and experience on the board.

The Remuneration and Nominations Committee also

assesses the performance of directors, the board and

board sub-committees.

The Remuneration and Nominations Committee

currently comprises independent directors Alistair

Ryan (Chair), Carol Campbell, and Andy Coupe; and

non-independent director Carmel Fisher.

INVESTMENT COMMITTEE

The Investment Committee Charter sets out the objective

of the Investment Committee which is to oversee the

investment management of Kingfish to ensure the

portfolio is managed in accordance with the investment

mandate and with the long-term performance

objectives of Kingfish.

The Investment Committee currently comprises

independent directors Andy Coupe (Chair), Carol

Campbell, and Alistair Ryan; and non-independent

director Carmel Fisher.

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CORPORATE GOVERNANCE STATEMENT CONTINUED
TAKEOVER RESPONSE PROTOCOLS

During the 2019 financial year, the board adopted

a formal Takeover Response Protocol as an internal

framework that sets out the process to be followed if

there is a takeover offer for Kingfish.

Principle 4 – Reporting and disclosure

The board should demand integrity in financial and

non-financial reporting, and in the timeliness and

balance of corporate disclosures.

CONTINUOUS DISCLOSURE

Kingfish is committed to promoting investor confidence

by providing complete and equal access to

information in accordance with the NZX Listing Rules.

Kingfish has a Continuous Disclosure Policy designed

to ensure this occurs. The Corporate Manager is

responsible for ensuring compliance with the NZX

continuous disclosure requirements and overseeing

and co-ordinating disclosure to the exchange.

CHARTERS AND POLICIES

The key corporate governance documents, including

policies and charters, are available on Kingfish’s

website under the “Policies” section.

FINANCIAL REPORTING

Kingfish believes its financial reporting is balanced,

clear and objective. Kingfish is committed to

ensuring integrity and timeliness in its financial and

non-financial reporting, ensuring the market and

shareholders are provided with an objective view on

the performance of the company.

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting including

the accuracy, completeness and timeliness of financial

statements. The Audit and Risk Committee reviews

half-yearly and annual financial statements and

makes recommendations to the board concerning

accounting policies, areas of judgement, compliance

with accounting standards, stock exchange and legal

requirements and the results of the external audit.

As at 31 March 2019, Kingfish does not have a

formal environmental, social and governance (ESG)

framework. Kingfish will continue to assess whether it

is appropriate that an ESG framework is adopted in

the future.

Principle 5 – Remuneration

The remuneration of directors and executives should

be transparent, fair and reasonable.

DIRECTORS’ REMUNERATION

The Director Remuneration Policy sets out the structure

of the remuneration to non-executive directors, the

review process and reporting requirements.

Directors’ fees are determined by the board on

the recommendation of the Remuneration and

Nominations Committee within the aggregate amount

approved by shareholders. The current directors’

fee pool limit of $157,500 (plus GST if any) was

approved by shareholder resolution at the 2018

Annual Shareholders’ Meeting and became effective

on 1 July 2018.

Each year, the Remuneration and Nominations

Committee reviews the level of directors’ remuneration.

The Remuneration and Nominations Committee

considers the skills, performance, experience and level

of responsibility of directors when undertaking the

review, and is authorised to obtain independent advice

on market conditions.

The following table sets out the remuneration

received by each director from Kingfish for the year

ended 31 March 2019.

Directors’ remuneration* for the 12 months ended

31 March 2019

A B Ryan (Chair)$50,000

(1)

C A Campbell$ 3 7, 5 0 0

(2)

R A Coupe$ 3 7, 5 0 0

(3)

C M Fisher$24,375

*excludes GST

(1)

$4,979 of this amount (being 10% of the annual fee) was

applied to the purchase of 3,661 shares under the Kingfish

share purchase plan.

(2)

$3,735 of this amount (being 10% of the annual fee) was

applied to the purchase of 2,746 shares under the Kingfish

share purchase plan. C A Campbell receives $5,000 as

Chair of the Audit and Risk Committee.

(3)

$3,735 of this amount (being 10% of the annual fee) was

applied to the purchase of 2,746 shares under the Kingfish

share purchase plan. R A Coupe receives $5,000 as Chair

of the Investment Committee.

For the 2019 financial year, Carmel Fisher received a

director’s fee from 1 July 2018.

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Details of remuneration paid to directors are also
disclosed in note 11 to the financial statements. The

directors’ fees disclosed in the financial statements

include a portion of non-recoverable GST expensed

by Kingfish.

DIRECTORS’ SHAREHOLDING - SHARE PURCHASE

PLAN

A Share Purchase Plan was introduced by the board in

2012, which requires each director to allocate 10% of

their annual director’s fees to the purchase (on market)

of Kingfish shares. Once an individual director’s

shareholding reaches 50,000 shares, the director can

elect whether to continue with the plan. The intention of

the Share Purchase Plan is to further align the interests

of directors with those of shareholders.

CORPORATE MANAGEMENT REMUNERATION

Kingfish delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement.

Principle 6 – Risk management

Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The board should regularly verify that

the issuer has appropriate processes that identify

and manage potential and material risks.

RISK MANAGEMENT FRAMEWORK

The board has overall responsibility for Kingfish’s system

of risk management and internal control. Kingfish has

in place policies and procedures to identify areas of

significant business risk and implements procedures to

manage those risks effectively.

Key risk management tools used by Kingfish include

the Audit and Risk Committee function, outsourcing of

certain functions to service providers, internal controls,

financial and compliance reporting procedures and

processes and business continuity planning. Kingfish also

maintains insurance policies that it considers adequate

to meet its insurable risks.

The Audit and Risk Committee and board receive regular

reports on the operation of risk management policies

and procedures. Significant risks are discussed at each

board meeting, and/or as required.

In addition to Kingfish’s policies and procedures in

place to manage business risks, Fisher Funds has its own

comprehensive risk management policy. The board is

informed of any changes to Fisher Funds’ policy.

HEALTH AND SAFETY

Kingfish’s Manager operates under a Health and

Safety Policy. Under this policy, Fisher Funds assumes

responsibility for the health and safety of its employees.

Principle 7 – Auditors

The board should ensure the quality and

independence of the external audit process.

Kingfish’s Audit and Risk Committee makes

recommendations to the board on the appointment

of the external auditor. The Audit and Risk Committee

monitors the independence and effectiveness of the

external auditor and approves and reviews any non-

audit services performed by the external auditor. An

External Auditor Independence Policy, which documents

the framework of Kingfish’s relationship with its external

auditor, was adopted in May 2018.

The Audit and Risk Committee meets with the external

auditor to approve their terms of engagement, audit

partner rotation (at least every five years) and audit fee,

and to review and provide feedback in respect of the

annual audit plan. The Audit and Risk Committee holds

private sessions with the auditor.

Kingfish’s current external auditor is

PricewaterhouseCoopers (“PwC”), was appointed by

shareholders at the 2005 annual meeting in accordance

with the provisions of the Companies Act 1993 (“the

Act”). PwC is automatically reappointed as auditor

under Part 11, Section 207T of the Act.

The Audit and Risk Committee has assessed PwC to be

independent and confirmed that the non-audit services

provided in relation to confirming the amounts used in

the performance fee calculation has not compromised

PwC’s independence.

PwC, as external auditor of the 2019 financial

statements, is invited to attend this year’s annual

meeting and will be available to answer questions

about the conduct of the audit, preparation and content

of the auditor’s report, accounting policies adopted

by Kingfish and their independence in relation to the

conduct of the audit.

Kingfish does not have an internal audit function,

however the company fosters a culture of excellence in

all areas of risk management and takes all operating

and compliance risk obligations seriously. Kingfish

delegates the day-to-day management responsibilities to

Fisher Funds and the designated Corporate Manager is

responsible for operational and compliance risks across

Kingfish’s business.

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CORPORATE GOVERNANCE STATEMENT CONTINUED
Principle 8 – Shareholder rights and relations

The board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the issuer.

INFORMATION FOR SHAREHOLDERS

The board recognises the importance of providing to

shareholders comprehensive, timely and equal access

to information about its activities. The board aims to

ensure that shareholders have available to them all

information necessary to assess Kingfish’s performance.

Kingfish’s website, www.kingfish.co.nz, provides

information to shareholders and investors about the

company. Kingfish’s ‘Investor Centre’ contains a range

of information, including periodic and continuous

disclosures to the NZX, half year and annual reports

and content related to the Annual Shareholders’

Meeting. The website also contains information

about Kingfish’s directors, copies of key corporate

governance documents and general company

information.

The board recognises that other stakeholders may

have an interest in Kingfish’s activities. While there are

no specific stakeholders’ interests that are currently

identifiable, Kingfish will continue to review policies in

consideration of future interests.

COMMUNICATING WITH SHAREHOLDERS

Kingfish communicates regularly with its shareholders

through its monthly and quarterly updates. The

company receives questions from shareholders from

time to time, and has processes in place to ensure

shareholder communications are responded to within

a reasonable timeframe. The company’s website

sets out Kingfish’s appropriate contact details for

communications from shareholders. Kingfish also

provides options for shareholders to receive and send

communications by post or electronically.

SHAREHOLDER VOTING RIGHTS

In accordance with the Companies Act 1993, Kingfish’s

Constitution and the NZX Main board Listing Rules,

Kingfish refers major decisions, which may change

the nature of Kingfish, to shareholders for approval.

Kingfish conducts voting at its shareholder meetings by

way of poll and on the basis of one share, one vote.

NOTICE OF ANNUAL MEETING

The 2019 Kingfish Notice of Annual Meeting will

be sent to shareholders at least 28 days prior to the

meeting and will be published on the company’s

website.

This year’s meeting will be held at 10.30am on 31

July 2019, at the Ellerslie Event Centre in Auckland.

Full participation of shareholders is encouraged at the

annual meeting and shareholders are encouraged to

submit questions in writing prior to the meeting.

MANAGEMENT AGREEMENT RENEWAL

The Management Agreement between Kingfish and

Fisher Funds is subject to renewal every five years. The

Management Agreement is next subject to renewal in

2024.

NZX WAIVERS

Kingfish outsources all investment management

functions and administration services to Fisher

Funds under the Management Agreement entered

into when Kingfish first listed. The Management

Agreement has been amended to reflect the evolving

relationship between Kingfish and Fisher Funds, with

such amendments being largely administrative. Since

December 2014, administration services previously

provided for in the Management Agreement have

been recorded in a separate Administration Services

Agreement. The rationale for this change was to create

efficiencies for Kingfish across staff utilisation and

costs. There was no substantive change to the nature or

scope of services or the actual costs payable.

Kingfish was granted a waiver by NZX Regulation

on 30 May 2017 from (pre 1 January 2019) NZX

Main board Listing Rule 9.2.1 so that it is not required

to obtain shareholder approval for the entry into

the Administration Services Agreement and the

amendments to the Management Agreement. The

waiver is provided on the conditions specified in

paragraph 2 of the waiver decision, which is available

on Kingfish’s website: www.kingfish.co.nz/

investor-centre/market-announcements/.

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FOR THE YEAR ENDED 31 MARCH 2019
We present the financial statements for Kingfish Limited for the year ended 31 March 2019.

We have ensured that the financial statements for Kingfish Limited present fairly the financial position of the

Company as at 31 March 2019 and its financial performance and cash flows for the year ended on that date.

We have ensured that the accounting policies used by the Company comply with generally accepted

accounting practice in New Zealand and believe that proper accounting records have been kept. We have

ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.

We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and

detect fraud and other irregularities.

The Kingfish Board authorised these financial statements for issue on 24 May 2019.


Alistair Ryan Carmel Fisher


Carol Campbell Andy Coupe

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

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FINANCIAL
STATEMENTS CONTENTS

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37Statement of Comprehensive Income

38Statement of Changes in Equity

39Statement of Financial Position

40Statement of Cash Flows

41Notes to the Financial Statements

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Notes
2019

$000

2018

$000

Interest income 279 237

Dividend income 6,545 7, 6 7 2

Net changes in fair value of investments 2 49, 4 8 8 32,493

Other income3 0 2,959

Total net income 5 6, 312 4 3, 3 61

Operating expenses4 9,170 6,996

Operating profit before tax 4 7, 1 4 2 36,365

Total tax expense5 79 39

Net operating profit after tax attributable to shareholders 47,063 36,326

Total comprehensive income after tax attributable to shareholders 47,063 36,326

Basic earnings per share7 24.24c 19. 62 c

Diluted earnings per share7 23.81c 19. 51c

The accompanying notes form an integral part of these financial statements.

FOR THE YEAR ENDED 31 MARCH 2019

STATEMENT OF COMPREHENSIVE INCOME

KINGFISH LIMITED

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ANNUAL REPORT

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Attributable to shareholders of the company
Notes



Share

Capital

$000

Performance

Fee Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 31 March 2017 16 4, 729 417 54,924 220,070

Comprehensive income

Profit for the year 0 0 36,326 36,326

Other comprehensive income 0 0 0 0

Total comprehensive income for the year ended 31 March 2018 0 0 36,326 36,326

Transactions with owners

Dividends paid6 0 0 (21,215) (21,215)

Share buybacks (3,095) 0 0 (3,095)

Shares issued from treasury stock under dividend

reinvestment plan6 2,871 0 0 2,871

New shares issued under dividend reinvestment plan6 5,057 0 0 5,057

Shares issued for warrants exercised6 35,14 8 0 0 35,14 8

Prior year Manager's performance fee settled with

ordinary shares 297 (301) 0 (4)

Prior year Manager's performance fee settled with

treasury stock 116 ( 116 ) 0 0

Manager's performance fee to be settled with ordinary shares 0 1,118 0 1,118

Total transactions with owners the year ended 31 March 2018 40,394 701 (21,215) 19, 8 8 0

Balance at 31 March 2018 2 05,123 1,118 70,035 2 76,2 76

Comprehensive income

Profit for the year 0 0 4 7, 0 6 3 4 7, 0 6 3

Other comprehensive income 0 0 0 0

Total comprehensive income for the year ended 31 March 2019 0 0 47,063 47,063

Transactions with owners

Dividends paid6 0 0 (22,816) (22,816)

Share buybacks (546) 0 0 (546)

Shares issued from treasury stock under dividend

reinvestment plan6 462 0 0 462

New shares issued under dividend reinvestment plan6 8,16 5 0 0 8,16 5

Prior year Manager's performance fee settled with

ordinary shares 1,0 89 (1,0 96) 0 (7)

Prior year Manager's performance fee settled with

treasury stock 22 (22) 0 0

Manager's performance fee to be settled with ordinary shares 0 2,043 0 2,043

Warrant issue costs6 (19) 0 0 (19)

Total transactions with owners for the year ended 31 March 2019 9,17 3 925 (22,816) (12, 718)

Balance at 31 March 2019 214,296 2,043 94,282 310,621

The accompanying notes form an integral part of these financial statements.

FOR THE YEAR ENDED 31 MARCH 2019

STATEMENT OF CHANGES IN EQUITY

KINGFISH LIMITED

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2019

Notes
2019

$000

2018

$000

SHAREHOLDERS' EQUITY6310,621 2 76,2 76

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 10 19, 2 74 10, 768

Trade and other receivables 812,810 4,317

Investments at fair value through profit or loss 2 281, 547 264,395

Current tax receivable5 0 10

Total Current Assets313,631 2 7 9, 4 9 0

TOTAL ASSETS313,631 2 7 9, 4 9 0

LIABILITIES

Current Liabilities

Trade and other payables 9 3,010 3,214

Total Current Liabilities 3,010 3,214

TOTAL LIABILITIES 3,010 3,214

NET ASSETS310,621 2 76,2 76

These financial statements have been authorised for issue for and on behalf of the Board by:


A B Ryan / Chair C A Campbell / Chair of the Audit and Risk Committee

24 May 2019 24 May 2019

The accompanying notes form an integral part of these financial statements.

AS AT 31 MARCH 2019

STATEMENT OF FINANCIAL POSITION

KINGFISH LIMITED

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2019

FOR THE YEAR ENDED 31 MARCH 2019
Notes

2019

$000

2018

$000

Operating Activities

Sale of investments 92,589 78,079

Interest received 280 236

Dividends received 6,636 7, 5 1 6

Other income received 3,10 9 (10)

Purchase of investments ( 73,14 0 ) (91,0 68)

Operating expenses (6,147 ) (5,316)

Taxes paid (69) (39)

Net cash inflows/(outflows) from operating activities10 23,258 (10,602)

Financing Activities

Proceeds from warrants exercised 0 35,14 8

Share buybacks (544) (3,095)

Warrant issue costs (19) 0

Dividends paid (net of dividends reinvested) (14,189) (13,287 )

Net cash (outflows)/inflows from financing activities (14,752) 18, 76 6

Net increase in cash and cash equivalents held 8,506 8,16 4

Cash and cash equivalents at beginning of the year 10, 768 2,604

Cash and cash equivalents at end of the year10 19, 2 74 10, 76 8

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CASH FLOWS

KINGFISH LIMITED

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2019

FOR THE YEAR ENDED 31 MARCH 2019
NOTES TO THE FINANCIAL STATEMENTS

KINGFISH LIMITED

NOTE 1 BASIS OF ACCOUNTING

Reporting Entity

Kingfish Limited ("Kingfish" or "the Company") is listed on the NZX Main Board, is registered in New

Zealand under the Companies Act 1993 and is an FMC Reporting Entity under the Financial Markets

Conduct Act 2013.

The Company's registered office is Level 1, 67 - 73 Hurstmere Road, Takapuna, Auckland.

Basis of Preparation

These financial statements have been prepared in accordance with the requirements of Part 7 of

the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand

Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS) as appropriate for profit-oriented entities, and

International Financial Reporting Standards (IFRS).

The financial statements have been prepared on the historical cost basis, as modified by the fair

valuation of certain assets as identified in specific accounting policies and in the accompanying notes.

The functional and reporting currency used to prepare the financial statements is New Zealand

dollars, rounded to the nearest one thousand dollars.

The financial statements include GST where it is charged by other parties as it cannot be reclaimed.

Accounting Policies

Accounting policies that summarise the recognition and measurement basis used and are relevant

to an understanding of the financial statements, are provided throughout the notes to the financial

statements and are designated by a

symbol.

The accounting policies adopted have been consistently applied to all years presented, unless

otherwise stated.

The Company adopted NZ IFRS 9 Financial Instruments (replacing NZ IAS 39 Financial Instruments:

Recognition and Measurement) from 1 April 2018 and applied the standard retrospectively, but

has elected not to restate comparative information. From 1 April 2018, the Company classifies the

financial assets and liabilities in the following measurement categories:

»those to be measured at fair value through profit or loss (previously measured as designated at fair

value through profit or loss and available-for-sale financial assets), and

»those to be measured at amortised cost (previously measured as loans and receivables).

The adoption of NZ IFRS 9 has had no material impact on the Company's financial statements and no

material adjustments are noted on transition.

Under NZ IFRS 9, on initial recognition of a financial asset, the Company needs to assess on

a forward looking basis, the expected credit loss associated with the financial assets carried

at amortised cost. At each reporting date, the credit risk of a financial asset, apart from trade

receivables, is assessed to determine whether there has been a significant increase in the credit risk.

During the assessment the Company will consider both forward looking information and the financial

history of counterparties to assess the probability of default or likelihood that full settlement is not

received. Trade receivables will be assessed against the simplified approach of a lifetime expected

loss allowance.

There are no other accounting standards that have been issued but are not yet effective that are

expected to have a material impact on these financial statements.

Critical Judgements, Estimates and Assumptions

The preparation of financial statements requires the directors to make judgements, estimates and

assumptions that affect the application of policies and reported amounts of assets and liabilities,

income and expenses. Judgements are designated by a

j

symbol in the notes to the financial

statement. There were no material estimates or assumptions required in the preparation of these

financial statements.

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2019

NOTE 1 BASIS OF ACCOUNTING CONTINUED
Authorisation of Financial Statements

The Kingfish Board of Directors authorised these financial statements for issue on 24 May 2019.

No party may change these financial statements after their issue.

NOTE 2 INVESTMENTS

j

Given that the investment portfolio is managed, and performance is evaluated on a fair value basis

in accordance with a documented investment strategy, Kingfish has classified all its investments at

fair value through profit or loss.

Investments are initially recognised at fair value and are subsequently revalued to reflect changes

in fair value. Net changes in the fair value of investments are recognised in the Statement of

Comprehensive Income.

Financial assets at fair value through profit or loss comprise of New Zealand listed equity

investment assets.

All purchases and sales of investments are recognised at trade date, which is the date the

Company commits to purchase or sell the investment and transaction costs are expensed as

incurred. When an investment is sold, any gain or loss arising on the sale is included in the

Statement of Comprehensive Income. Realised gains or losses are calculated as the difference

between the sale proceeds and the carrying amount of the item.

The fair value of listed equity investments traded in active markets are based on last sale prices

at balance date, except where the last sale price falls outside the bid-ask spread for a particular

investment, in which case the bid price will be used to value the investment.

Dividend income from investments is recognised in the Statement of Comprehensive Income when

the Company's right to receive payments is established (ex-dividend date).

Investments recognised at fair value are categorised according to a fair value hierarchy that shows

the extent of judgement used in determining their fair value. Where unadjusted quoted prices are

used, the investments are categorised as Level 1. When inputs derived from quoted prices are

used, the investments are categorised as Level 2. If inputs are not based on observable market

data, they are categorised as Level 3.

j

All listed equity investments held by Kingfish are categorised as Level 1. There have been no

transfers between levels of the fair value hierarchy during the year (31 March 2018: none).

There were no financial instruments classified as Level 2 or 3 at 31 March 2019 (31 March

2018: none).

NOTE 3 OTHER INCOME

2019

$000

2018

$000

GST refund (note 11) 0 2,968

Underwriting income 0 15

Foreign exchange losses on cash and cash equivalents 0 (24)

Total other income 0 2,959

FOR THE YEAR ENDED 31 MARCH 2019

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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2019

NOTE 4 OPERATING EXPENSES
2019

$000

2018

$000

Management fees (note 11) 3,657 3,348

Performance fees (note 11) 4,322 2,370

Administration services (note 11) 159 159

Directors' fees (note 11) 168 126

Custody, accounting and brokerage 548 702

Investor relations and communications 128 122

NZX fees 62 60

Professional fees 40 30

Fees paid to the auditor:

Statutory audit and review of financial statements 39 38

Other assurance services

1

0 4

Non assurance services

1

2 6

Other operating expenses 45 31

Total operating expenses 9,17 0 6,996

1

Other assurance services relate to a share and warrant register audit and non-assurance services relate to

agreed upon procedures performed at the annual meeting and in respect of the performance fee calculation. No

other fees were paid to the auditor during the year (2018: nil).

NOTE 5 TA X ATION

Kingfish is a Portfolio Investment Entity ("PIE") for tax purposes.

Taxation expense comprises both current and deferred tax. Current tax is the expected tax

payable on the taxable income for the year, using tax rates enacted at balance date, and any

adjustment to tax payable in respect of previous years. Current tax for current and prior periods

is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax

(if any) is recognised as the difference between the carrying amounts of assets and liabilities in

the financial statements and the amounts used for taxation purposes. A deferred tax asset is only

recognised to the extent it is probable it will be utilised.

j

A deferred tax asset of $7,780,623 at 31 March 2019 (2018: $5,696,419) has not been

recognised as the tax structure of the Company is unlikely to lead to the utilisation of a deferred

tax asset. This unrecognised deferred tax asset is reviewed annually.

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2019

NOTE 5 TAXATION CONTINUED
Taxation expense is determined as follows:

2019

$000

2018

$000

Operating profit before tax 4 7, 1 4 2 36,365

Non-taxable realised gain on investments (24,910) (20,191)

Non-taxable unrealised gain on investments (24,556) (12,189)

Imputation credits 2,133 2,325

Non-deductible expenditure 490 608

Taxable income 299 6,918

Tax at 28% 84 1,9 37

Imputation credits (2,133) (2,325)

Deferred tax not recognised2,085 427

Forfeit of foreign tax credits430

Total tax expense79 39

Taxation expense comprises:

Current tax79 39

79 39

Current tax balance

Opening balance 10 10

Current tax expense (79) (39)

Tax (refund)/paid69 39

Current tax receivable 0 10

Imputation credits

The imputation credits available for subsequent reporting periods total $501,366 (2018: $559,757).

This amount represents the balance of the imputation credit account at the end of the reporting

period, adjusted for imputation credits that will arise from the receipt of dividends recognised as a

receivable at 31 March 2019.

NOTE 6 SHAREHOLDERS' EQUITY

Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new

shares and warrants are shown in equity as a deduction.

When shares are acquired by the Company, the amount of consideration paid is recognised

directly in equity. Acquired shares are classified as treasury stock and presented as a deduction

from share capital. When treasury stock is subsequently sold or reissued, the cost of treasury

stock is reversed and the realised gain or loss on sale or reissue, net of any directly attributable

incremental transaction costs, is recognised within share capital.

Kingfish has 197,889,673 fully paid ordinary shares on issue (2018: 190,935,279). All ordinary

shares are classified as equity, rank equally and have no par value. All shares carry an entitlement

to dividends and one vote is attached to each fully paid ordinary share.

FOR THE YEAR ENDED 31 MARCH 2019

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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2019

Buybacks
Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2019,

Kingfish had acquired 395,172 (2018: 2,372,227) shares under the programme which allows up to

5% of the ordinary shares on issue (as at the date 12 months prior to the acquisition) to be acquired.

Shares acquired under the buyback programme are held as treasury stock and subsequently reissued

to shareholders under the dividend reinvestment plan. There were 46,377 shares held as treasury

stock at balance date (31 March 2018: 15,000 shares held as treasury stock).

Warrants

On 19 July 2018, 48,368,533 new Kingfish warrants were allotted and quoted on the NZX Main

Board on 20 July 2018. One new warrant was issued to all eligible shareholders for every four

shares held on record date (18 July 2018). The warrants are exercisable at $1.37 per warrant,

adjusted down for dividends declared during the period up to the exercise date of 12 July 2019.

Warrant holders can elect to exercise some or all of their warrants on the exercise date subject to

a minimum exercise of 200 warrants. The net cost of issuing the warrants is deducted from share

capital.

On 5 May 2017, 29,106,763 warrants were exercised at $1.21 per warrant and the remaining

9,069,890 warrants lapsed.

Dividends

Dividend distributions to the Company's shareholders are recognised as a liability in the financial

statements in the period in which the dividends are declared by the Kingfish board.

Kingfish has a distribution policy where 2% of average NAV is distributed each quarter. Dividends

paid during the year comprised:

2019

$000

Cents per

share

2018

$000

Cents per

share

29 Jun 2018 5,542 2.8929 Jun 2017 5 , 211 2.79

28 Sep 2018 5,798 3.0029 Sep 2017 5,197 2.77

21 Dec 2018 5,919 3.0422 Dec 2017 5,336 2.83

28 M ar 2019 5,557 2.8329 Mar 2018 5,471 2.89

22,816 11. 76 21,215 11. 2 8


Dividend Reinvestment Plan

Kingfish has a dividend reinvestment plan which provides ordinary shareholders with the option to

reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-

day volume weighted average share price from the date the shares trade ex-entitlement. During the

year ended 31 March 2019, 6,509,043 ordinary shares totalling $8,627,664 (2018: 6,328,588

ordinary shares totalling $7,927,506) were issued in relation to the plan for the quarterly dividends

paid. To participate in the dividend reinvestment plan, a completed participation notice must be

received by Kingfish before the next dividend record date.

Performance Fee Reserve

The portion of any performance fee to be paid in ordinary shares is an equity share-based

payment and is recognised at fair value in an equity reserve until the ordinary shares are issued.

See note 11(ii) for further details.

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2019

NOTE 7 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the

Company by the weighted average number of ordinary shares on issue during the year. Diluted

earnings per share assumes conversion of all dilutive potential ordinary shares in determining the

denominator. Potential ordinary shares include outstanding warrants.

Basic earnings per share

2019

$000

2018

$000

Profit attributable to owners of the Company4 7, 0 6 336,326

Weighted average number of ordinary shares on issue net of

treasury stock ('000) 194,119 18 5,176

Basic earnings per share 24.24c 19. 62 c

Diluted earnings per share

2019

$000

2018

$000

Profit attributable to owners of the Company 4 7, 0 6 3 36,326

Weighted average number of ordinary shares on issue net of

treasury stock ('000) 194,119 18 5,176

Diluted effect of warrants on issue ('000) 2,162 173

Ordinary shares to be issued under performance fee arrangement ('000) 1, 4 0 9 8 41

1 9 7, 6 9 0 18 6,19 0

Diluted earnings per share 23.81c 19. 51c

FOR THE YEAR ENDED 31 MARCH 2019

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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2019

NOTE 8 TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as financial assets at amortised cost and are initially

recognised at fair value, and subsequently measured at amortised cost less any provision for

impairment. Receivables are assessed on a case-by-case basis for impairment.

j

The trade and other receivables' carrying values are a reasonable approximation of fair value.

2019

$000

2018

$000

Dividends receivable 991 1,0 83

Interest receivable 0 1

Unsettled investment sales

1

11, 7 7 8 99

Related party receivable (note 11) 0 3,10 9

Other receivables 41 25

Total trade and other receivables12, 810 4, 317

1

On 6 March 2019, Kingfish accepted an unconditional and irrevocable takeover offer for the

Restaurant Brand shares subject to scaled back acceptance ratio. This has been settled on 2

April 2019.

NOTE 9 TRADE AND OTHER PAYABLES

Trade and other payables are classified as other financial liabilities and are initially recognised at

fair value, and subsequently measured at amortised cost.

j

The trade and other payables' carrying values are a reasonable approximation of fair value.

2019

$000

2018

$000

Related party payable (note 11) 2,620 1, 563

Unsettled investment purchases 334 1, 542

Other payables and accruals 56 109

Total trade and other payables 3,010 3,214

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2019

NOTE 10 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents

Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash

on deposit at banks and short-term money market deposits.

2019

$000

2018

$000

Cash - New Zealand 19, 2 74 10, 768

Cash and Cash Equivalents 19, 2 74 10, 76 8

Reconciliation of Net Operating Profit after Tax to Net Cash Flows

from Operating Activities

2019

$000

2018

$000

Net operating profit after tax47,06336,326

Items not involving cash flows

Unrealised gains on revaluation of investments (24,556) (12,6 54)

(24,556) (12, 6 5 4)

Impact of changes in working capital items

(Decrease)/increase in fees and other payables (204) 2,155

(Increase)/decrease in interest, dividends and other receivables (8,493) 773

Change in current tax 10 0

(8,687) 2,928

Items relating to investments

Amount paid for purchases of investments ( 73,14 0 ) (91,0 68)

Amount received from sales of investments 92,589 77,999

Return of capital 0 80

Realised gains on investments (24,932) (19,8 41)

Decrease/(increase) in unsettled purchases of investments 1,20 8 (1, 422)

Increase/(decrease) in unsettled sales of investments 11, 6 7 9 (4,064)

7, 4 0 4 (3 8,316)

Other

Performance fee to be settled by issue of shares 2,043 1,118

Increase in share buybacks payable (2) 0

Expenses in relation to prior year's performance fee settled by

issue of shares (7) (4)

2,034 1,114

Net cash inflows/(outflows) from operating activities23,258 (10,602)

FOR THE YEAR ENDED 31 MARCH 2019

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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2019

NOTE 11 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant

influence over the other party in making financial or operational decisions.

Transactions with related parties

The Manager of Kingfish is Fisher Funds Management Limited ("Fisher Funds" or "the Manager").

Fisher Funds is a related party by virtue of the Management Agreement and having a director in

common for the first four months of the financial year. In return for the performance of its duties as

Manager, Fishers Funds is paid the following fees:

(i) Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly

and payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning

the Manager's interests with those of the Kingfish shareholders. For every 1% underperformance

(relative to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is

reduced by 0.1%, subject to a minimum 0.75% per annum management fee.

(ii) Performance fee: Fisher Funds may earn an annual performance fee of 15% (plus GST) of excess

returns over and above the performance fee hurdle return (being the change in the NZ 90 Day

Bank Bill Index plus 7%) subject to achieving the High Water Mark ("HWM").

The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset

value per share (after adjustment for capital changes and distributions) at the end of any previous

calculation period in which a performance fee was payable, multiplied by the number of shares at

the end of the period.

In accordance with the terms of the Management Agreement, when a performance fee is earned,

it is paid within 30 days of the balance date and the Manager is required to apply half of the

performance fee to subscribe for shares, issued at a price equal to the audited net asset value per

share at balance date. Ordinary shares issued to the Manager rank equally in all respects with

existing ordinary shares in Kingfish.

Performance fees paid to the Manager are recognised as an expense in the Statement of

Comprehensive Income. The portion paid in share capital is an equity-settled share-based payment

and is recognised at the fair value of half of the performance fee expense (excluding GST) as an

equity reserve until the ordinary shares are issued. The component paid in cash is treated in line

with a typical operating expense.

At 31 March 2019 the Manager achieved a return in excess of the performance fee hurdle

return and the HWM. For the year ended 31 March 2019, excess returns of $29,492,561 (2018:

$16,217,166) were generated and the net asset value per share before the deduction of a

performance fee was $1.58 (2018: $1.45), which exceeded the HWM after adjustment for capital

changes and distributions of $1.31 (2018: $1.25). Accordingly, the Company has expensed a

performance fee of $4,321,567 (2018: $2,370,390) which is made up of $4,490,242 (including

GST) earned by the Manager and $168,675 from a post balance date adjustment. See note 17 for

full details of how the performance fee was settled for the year ended 31 March 2019.

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2019

NOTE 11 RELATED PARTY INFORMATION CONTINUED
(iii) Administration fee: Fisher Funds provides corporate administration services and a monthly fee is

charged.

Fees earned and payable:

2019

$000

2018

$000

Fees paid to the Manager for the year ending 31 March

Management fees 3,657 3,348

Performance fees 4,322 2,370

Administration services 159 159

Total fees paid to the Manager 8,13 8 5,877

Fees payable to the Manager at 31 March

Management fees 329 297

Performance fees payable in cash 2,278 1,253

Administration services 13 13

Total fees payable to the Manager 2,620 1, 5 6 3

Investments by the Manager

The Manager held shares in, and received dividends from, the Company at 31 March 2019 which

total 1.81% of the total shares on issue (2018: 1.42% of the total shares on issue).

Investment transactions with related parties

Off-market transactions between Kingfish and other funds managed by Fisher Funds take place for

the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are

conducted after the market has closed at last sale price (on an arm's length basis). Purchases for the

year ended 31 March 2019 totalled $3,527,455 (2018: $4,009,325) and sales totalled $453,396

(2018: $3,522,356).

GST Refund

Fisher Funds historically charged Kingfish GST at the standard GST rate on the provision of

investment services. In 2017 the Inland Revenue Department ("IRD") confirmed that the lower GST

fund manager rate of 1.5% could be charged to Kingfish (and this rate has been applied since 1

August 2017).

Fisher Funds received $3,108,799 being a refund of overcharged GST of $2,925,926 plus use of

money interest ("UOMI") of $182,873 on the provision of investment services to Kingfish for the

eight year period from 1 August 2009 to 31 July 2017. On receipt in early April 2018, Fisher Funds

passed the refund and UOMI to Kingfish.

In the 2018 Statement of Comprehensive Income, the portion of the GST refund relating to historical

years of $2,785,172 and UOMI of $182,873, which totalled $2,968,045, was recognised as

other income, with the balance of $140,754 relating to the 2018 year recognised as a reduction in

management fee expense. The GST refund and UOMI was excluded from the 2018 performance fee

calculation as it was not generated by investment activity.

Directors

The directors of Kingfish are the only key management personnel and they earn a fee for their

services. The directors' fee pool increased from $125,000 to $157,500 (plus GST if any) per annum

on 1 July 2018. The amount paid to directors is disclosed in note 4 under directors' fees (all four

independent directors earn a director's fee).

FOR THE YEAR ENDED 31 MARCH 2019

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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2019

NOTE 12 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment

activities, including market risk, credit risk and liquidity risk.

Market Risk

All equity investments present a risk of loss of capital, often due to factors beyond the Company's

control such as competition, regulatory changes, commodity price changes and changes in general

economic climates domestically and internationally. The Manager moderates this risk through careful

stock selection and diversification, daily monitoring of the market positions and regular reporting to

the Board of Directors. In addition, the Manager has to meet the criteria of authorised investments

within the prudential limits defined in the Management Agreement.

The maximum market risk resulting from financial instruments is determined as their fair value.

Price Risk

Price risk is the risk of gains or losses from changes in the market price of investments. The Company

is exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. The

following companies individually comprise more than 10% of Kingfish's total assets at 31 March:

2019 2018

Fisher and Paykel Healthcare Corporation Ltd15%12%

The A2 Milk Company Limited15%8%

Mainfreight Ltd12%12%

Interest Rate Risk

Interest rate risk is the risk of movements in local interest rates. The Company is therefore exposed to

the risk of gains or losses or changes in interest income from movements in local interest rates. There

is no hedge against the risk of movements in interest rates.

The Company may use short-term fixed rate borrowings to fund investment opportunities. There were

no borrowings at 31 March 2019 (2018: nil).

Currency Risk

Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because

of changes in foreign exchange rates. The Company generally holds assets denominated in New

Zealand dollars and is therefore not directly exposed to currency risk. The portfolio companies that

Kingfish invests in may be affected by currency risk that may impact on the market value of the

underlying portfolio company.

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2019

NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
Sensitivity Analysis

The table below summarises the impact on net operating profit after tax and shareholders' equity to

reasonably possible changes in the carrying value of financial instruments to market risk exposure at

31 March as follows:

2019

$000

2018

$000

Price risk

1

Investments at fair value

through profit or loss

(listed) Carrying value 281, 547 264,395

Impact of a 10% change in market prices: +/- 28,155 26,440

Interest rate risk

2

Cash and cash

equivalents Carrying value 19, 2 74 10, 768

Impact of a 1% change in interest rates: +/- 193 108

1

A variable of 10% was selected for price risk as this is a reasonably expected movement based on historic trends in

equity prices.

2

A variable of 1% was selected as this is a reasonably expected movement based on historical volatility. The

percentage movement for the interest rate sensitivity relates to an absolute change in the interest rate rather than a

percentage change in interest rate.

Credit Risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial

loss to the Company. In the normal course of its business, the Company is exposed to credit risk from

transactions with its counterparties.

The Company measures credit risk and expected credit losses using probability of default, exposure

at default and loss given default. Management considers both historical analysis and forward looking

information in determining any expected credit loss. At 31 March 2019 and 31 March 2018, all other

receivables, and cash are held with counterparties with a credit rating of S&P A-1+ or equivalent and

are normally settled within three business days. Management considers the probability of default to be

close to zero as the counterparties have a strong capacity to meet their contractual obligations in the

near term. As a result, no loss allowance has been recognised based on 12 month expected credit losses

as any such impairment would be wholly insignificant to the Company.

Other than cash at bank and short term unsettled trades, there are no significant concentrations of

credit risk. The Company does not expect non-performance by counterparties, therefore no collateral or

security is required.

Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions

in listed securities are paid for on delivery according to standard settlement instructions. Dividends

receivable are due from listed New Zealand companies and are normally settled within a month after

the Ex-Dividend date. The Company has cash with banks registered in New Zealand which carry a

minimum short-term credit rating of S&P A-1+ (or equivalent).

The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the

Statement of Financial Position.

Liquidity Risk

Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash in

order to meet the Company's financial obligations as they fall due. The Company endeavours to invest

the proceeds from the issue of shares in appropriate investments while maintaining sufficient liquidity

(through daily cash monitoring) to meet working capital and investment requirements.

Liquidity to fund investment requirements can be augmented through the procurement of a debt facility

from a registered bank to a maximum value of 20% of the gross asset value of the Company. There were

no such debt facilities at 31 March 2019 (2018: nil).

FOR THE YEAR ENDED 31 MARCH 2019

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

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NOTE 13 CAPITAL RISK MANAGEMENT
The Company's objective is to prudently manage shareholder capital (share capital, reserves,

retained earnings and borrowings (if any)).

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends

paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares

and make borrowings in the short term.

The Company was not subject to any externally imposed capital requirements during the year.

Since announcing a long-term distribution policy in June 2009, the Company continues to pay 2% of

average net asset value each quarter.

NOTE 14 NET ASSET VALUE

The audited net asset value of Kingfish as at 31 March 2019 was $1.57 per share (2018:

$1.45) calculated as the net assets of $310,621,130 divided by the number of shares on issue of

197,889,673 (2018: net assets of $276,275,597 and shares on issue of 190,935,279).

NOTE 15 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2019

(2018: nil).

NOTE 16 FINANCIAL REPORTING BY SEGMENTS

The Company operates in the New Zealand investment industry.

The Company is managed as a whole and is considered to have a single operating segment. There

is no further division of the Company or internal segment reporting used by the Directors when

making strategic, investment or resource allocation decisions.

There has been no change to the operating segments during the year.

NOTE 17 SUBSEQUENT EVENTS

(i) In accordance with the terms of the Management Agreement, Kingfish settled the performance

fee due to Fisher Funds of $4,490,242 relating to the year ended 31 March 2019 on 30 April

2019 as follows:

1. Fisher Funds used half of the performance fee (excluding GST) to subscribe for Kingfish

ordinary shares at the audited 31 March 2019 net asset value per share of $1.57 (rounded

to two decimal places). Accordingly, Kingfish issued 1,409,150 ordinary shares totalling

$ 2 , 211,94 2 ;

2. The balance of $2,278,300 (including GST) was paid in cash to Fisher Funds.

(ii) A post balance date adjustment of $168,675 was made to reduce the cost of the performance

fee, to recognise the difference between audited 31 March 2019 net asset value per share

($1.57) and the share price on 30 April 2019 when the performance fee was paid to Fisher

Funds ($1.45); and

(iii) The Board declared a dividend of 3.07 cents per share on 20 May 2019. The record date for

this dividend is 13 June 2019 with a payment date of 27 June 2019.

On 29 March 2019, the Company announced a change in the performance fee structure. The Board

negotiated a 33% reduction to the performance fee earn rate (above the performance hurdle) from

15% to 10% together with the introduction of a cap (1.25%) on the total performance fee amount in

conjunction with moving to payment of any performance fee 100% in cash rather than 50% cash

and 50% shares. The changes take effect from 1 April 2019.

There were no other events which require adjustment to or disclosure in these financial statements.

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PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of Kingfish Limited

Kingfish Limited’s financial statements comprise:

• the statement of financial position as at 31 March 2019;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements which include significant accounting policies.

Our opinion

In our opinion, the financial statements of Kingfish Limited (the Company), present fairly, in all

material respects, the financial position of the Company as at 31 March 2019, its financial performance

and its cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand)

(ISAs NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards

are further described in the Auditor’s responsibilities for the audit of the financial statements section

of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out an additional service for the Company in the area of agreed upon procedures in

relation to the performance fee calculation. The provision of this service has not impaired our

independence.



PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of Kingfish Limited

Kingfish Limited’s financial statements comprise:

• the statement of financial position as at 31 March 2019;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements which include significant accounting policies.

Our opinion

In our opinion, the financial statements of Kingfish Limited (the Company), present fairly, in all

material respects, the financial position of the Company as at 31 March 2019, its financial performance

and its cash flows for the year then ended in accordance with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand)

(ISAs NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards

are further described in the Auditor’s responsibilities for the audit of the financial statements section

of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out an additional service for the Company in the area of agreed upon procedures in

relation to the performance fee calculation. The provision of this service has not impaired our

independence.

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PwC

Our audit approach

Overview


An audit is designed to obtain reasonable assurance about whether the

financial statements are free from material misstatement.

Overall materiality: $1,553,000, which represents approximately 0.5% of the

net assets. We used this benchmark because, in our view the objective of the

Company is to provide investors with a total return on the assets, taking

account of both capital and income returns.

We agreed with the Audit and Risk Committee that we would report to them

misstatements identified during our audit above $150,000, as well as

misstatements below that amount that, in our view, warranted reporting for

qualitative reasons.

Because of the significance of the investments to the financial statements, we

have determined that there is one key audit matter: valuation and existence of

investments at fair value through profit or loss.


Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Company materiality for the financial statements as a whole as set out above.

These, together with qualitative considerations, helped us to determine the scope of our audit and the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in the aggregate, on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and

our application of materiality. As in all of our audits, we also addressed the risk of management

override of internal controls including among other matters, consideration of whether there was

evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Company, type

of investments held by the Company, the use of the third party service providers, the accounting

processes and controls, and the industry in which the Company operates.

The Directors are responsible for the governance and the control activities of the Company. The

Directors have delegated certain responsibilities to Fisher Funds Management Limited (the

Investment Manager) and Trustees Executors Limited (the Administrator). The Company has

appointed Trustees Executors Limited (the Custodian) to act as custodian of the Company’s

investments.

In establishing our overall audit approach we assessed the risk of material misstatement, taking into

account the nature, likelihood and potential magnitude of any misstatement. As part of our risk

assessment, we considered the Company’s interaction with the Investment Manager and

Administrator and the control environment in place at the Administrator and the Custodian.

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PwC

Key audit matter

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: valuation and existence of investments at fair value through profit or loss. The

matter was addressed in the context of our audit of the financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate opinion on the matter.

Key audit matter How our audit addressed the key audit matter

Valuation and existence of investments at fair

value through profit or loss

Investments at fair value through profit or loss

(the investments) are valued at $281.5 million

and represent 90% of total assets.

Further disclosures on the investments are

included at note 2 to the financial statements.

This was an area of focus for our audit and an

area where significant audit effort was

directed.

As at 31 March 2019, all investments are in

companies that were listed on the NZX Main

Board and were actively traded with readily

available, quoted market prices.

All investments are held by the Custodian on

behalf of the Company and administered by

the Administrator.

Our audit procedures included updating our

understanding of the business processes employed by

the Company for accounting for, and valuing, their

investment portfolio.

We obtained confirmation from the Custodian that

the Company was the recorded owner of all the

investments.

We obtained copies of and assessed the

Administrator’s and Custodian’s Internal Controls

Reports for Custody, Investment Accounting and

Registry services for the periods ended 30 September

2018 and 31 March 2019.

We agreed the price for all investments held at 31

March 2019 to independent third party pricing

sources.

From the procedures performed, we have no matters

to report.

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. The annual report is expected to be made available

to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information included in the annual

report and we do not and will not express any form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other

information when it becomes available and, in doing so, consider whether the other information is

materially inconsistent with the financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to the Directors.

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PwC
Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the Directors either intend to liquidate the Company or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.

For and on behalf of:

Auckland

Chartered Accountants

24 May 2019

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 (9) 355 8000, F: +64 (9) 355 8001, www.pwc.com/nz

Independent Auditor’s Report

to the shareholders of Kingfish Limited

Report on the Financial Statements

We have audited the financial statements of Kingfish Limited (“the company”) on pages 30 to 46, which

comprise the statement of financial position as at 31 March 2015, th e statement of comprehensive income, the

statement of changes in equity and the statement of cash flows for the year then ended, and the notes to the

financial statements that include a summary of significant accounting policies and other explanatory

information.

Directors’ Responsibility for the Financial Statements

The directors are responsible for the preparation and fair presentation of these financial statements in

accordance with New Zealand Equivalents to International Financial Reporting Standards and for such

internal controls as the directors determine are necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted

our audit in accordance with International Standards on Auditing (New Zealand). These standards require

that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.

An audit involves performing

procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those

risk assessments, the auditor considers the internal controls relevant to the company’s preparation and fair

presentation of financial statements in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal

control. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates, as well as evaluating the overall presentation of the financial

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

We are independent of the company. Our firm carries out other assurance and non-assurance services for the

company. The provision of these other services has not impaired our independence.

Opinion

In our opinion, the financial statements on pages 30 to 46 present fairly, in all material respects, the financial

position of the company as at 31 March 2015, and its financial performance and cash flows

for the year then

ended in accordance with New Zealand Equivalents to International Financial Reporting Standards.

Restriction on Use of our Report

This report is made solely to the company’s shareholders, as a body, in accordance with th e Companies Act

1993. Our audit work has been undertaken so that we might state those matters which we are required to state

to them in an auditor’s report and fo r 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.

Chartered Accountants Auckland

18 May 2015

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SHAREHOLDER INFORMATION
SPREAD OF SHAREHOLDERS AS AT 10 MAY 2019

Holding Range# of Shareholders# of Shares% of total

1 to 999330154,6720.08

1,000 to 4,9999152,512,7441.26

5,000 to 9,9998355,891,2982.96

10,000 to 49,9992,16248,810,99124.50

50,000 to 99,99946831,970,14 016.04

100,000 to 499,99933562,906,80431. 57

500,000 +374 7, 0 1 2 ,1 7423.59

TOTAL5,08219 9, 2 5 8 , 8 2 3100%

20 LARGEST SHAREHOLDERS AS AT 10 MAY 2019

# of Shares% of Total

ASB NOMINEES LIMITED <339992 A/C>4,960,2192.49

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>4,902,0302.46

CUSTODIAL SERVICES LIMITED <A/C 6>3,18 6,8 4 81.60

CUSTODIAL SERVICES LIMITED <A/C 4>3,0 3 4,1531.52

STEPHEN JAMES THORNTON + BERNARDINA ALEIDA MARIA

SCHOLTEN + MACALISTER MAZENGARB TRUST COMPANY LIMITED

<THE THORNTON-SCHOLTEN FAMILY A>2,404,6871.21

FNZ CUSTODIANS LIMITED2,17 9, 7 231.09

MICHAEL JOHN EDGAR + SUSAN MARGARET NEMEC +

CHARTERHALL TRUSTEES LIMITED <EDGAR-NEMEC FAMILY A/C>1,626,24 50.82

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>1, 4 4 5,6 570.73

INVESTMENT CUSTODIAL SERVICES LIMITED <A/C C>1, 419,8 970.71

MURRAY JOHN LOMBARD ALDRIDGE + LESLEY ANN ALDRIDGE +

NICHOLAS CORPORATE TRUSTEE CO LTD <ALDRIDGE FAMILY A/C>1,393,8260.70

DAVID ROBERT APPLEBY + PRUDENCE JANE COTTER <DAVID APPLEBY

INVESTMENT A/C>1,200,0000.60

DAVID HUGH BROWN + SUSANNA LLEWELLYN BROWN1,150,0000.58

SEATON STUART JAMES BENNY1 , 0 5 7, 2 6 40.53

LLOYD JAMES CHRISTIE1,049,5040.53

CUSTODIAL SERVICES LIMITED <A/C 2>1 , 0 0 7,1 4 50.51

PAMELA JEAN GILLIES1,000,0000.50

ALBERT JOHN HARWOOD + MARLENE MARY HARWOOD1,000,0000.50

CUSTODIAL SERVICES LIMITED <A/C 3>952,5020.48

STEPHEN THOMAS WRIGHT875,3550.44

CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD

<CNOM90>789,6090.40

TOTAL36,634,66418.40

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2019

SPREAD OF WARRANT HOLDERS AS AT 10 MAY 2019
Holding Range# of Warrant Holders# of warrants% of Total

1 to 999931432,3580.89

1,000 to 4,9991,8754, 761,96 49.8 5

5,000 to 9,9997885,436,23511. 2 4

10,000 to 49,99972914,365,9322 9. 7

50,000 to 99,999966,532,22313.51

100,000 to 499,9996511,606,42224

500,000 +65,233,39910.82

TOTAL4,49048,368,533100%

20 LARGEST WARRANT HOLDERS AS AT 10 MAY 2019

# of Warrants% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1,225,5082.53

TAREWAI FISHING COMPANY LIMITED1,213,0 692.51

ANTHONY FRANCIS O'DONNELL + EVONNE RUBY O'DONNELL880,0001.82

CUSTODIAL SERVICES LIMITED <A/C 6>796, 7121.65

CUSTODIAL SERVICES LIMITED <A/C 4>600,4981.24

OHARIU INVESTMENTS LIMITED5 1 7, 61 21.07

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>4 8 5,1681.0 0

FNZ CUSTODIANS LIMITED4 31,3150.89

HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD <HKBN90>4 0 4,1280.84

ASB NOMINEES LIMITED <A/C 210631 - ML>375,0000.78

STEPHEN JAMES THORNTON + BERNARDINA ALEIDA MARIA

SCHOLTEN + MACALISTER MAZENGARB TRUST COMPANY LIMITED

<THE THORNTON-SCHOLTEN FAMILY A>362,7930.75

INVESTMENT CUSTODIAL SERVICES LIMITED <A/C C>310,0380.64

STEVEN RICHARD LOCKWOOD3 0 9, 3940.64

DAVID ROBERT APPLEBY + PRUDENCE JANE COTTER <DAVID APPLEBY

INVESTMENT A/C>300,0000.62

TEMUCHIN LIMITED262,8170.54

LLOYD JAMES CHRISTIE262,3760.54

RICHARD ALEXANDER COUTTS256,2520.53

PAMELA JEAN GILLIES241,2500.50

ROSS SINCLAIR QUAYLE224,8270.46

ROBERT WONG + CHRISTEIN JOE WONG205,2060.42

TOTAL9,663,96319.9 7

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STATUTORY INFORMATION
DIRECTORS’ RELEVANT INTERESTS IN EQUITY SECURITIES AT 31 MARCH 2019

Interests Register

Kingfish is required to maintain an interests register in which the particulars of certain transactions and matters

involving the directors must be recorded. The interests register for Kingfish is available for inspection at its

registered office. Particulars of entries in the interests register as at 31 March 2019 are as follows:

Ordinary SharesWarrants

Held

Directly

Held by

Associated Persons

Held

Directly

Held by

Associated Persons

A B Ryan

(1)

3 7, 9 5 29,071

C M Fisher4,902,0301,225,508

C A Campbell

(2)

25,0065,853

R A Coupe

(3)

22,9325,367

(1)

A B Ryan purchased 3,661 shares in the year ended 31 March 2019, purchased on market as per the terms of

the share purchase plan (purchase price $1.36). A B Ryan acquired 2,439 shares in the year ended 31 March

2019, issued under the dividend reinvestment plan (average issue price $1.33).

(2)

C A Campbell purchased 2,746 shares in the year ended 31 March 2019, purchased on market as per the terms

of the share purchase plan (purchase price $1.36). C A Campbell acquired 2,093 shares in the year ended 31

March 2019, issued under the dividend reinvestment plan (average issue price $1.33).

(3)

R A Coupe purchased 2,746 shares in the year ended 31 March 2019, purchased on market as per the terms of

the share purchase plan (purchase price $1.36). R A Coupe acquired 1,920 shares in the year ended 31 March

2019, issued under the dividend reinvestment plan (average issue price $1.33).

DIRECTORS HOLDING OFFICE

Kingfish’s directors as at 31 March 2019 were:

»A B Ryan (Chair)

»C M Fisher

»C A Campbell

»R A Coupe

During the year, there were no appointments to the Board.

In accordance with the Kingfish constitution, at the 2018 Annual Shareholders’ Meeting, Carol Campbell retired

by rotation and being eligible was re elected. Alistair Ryan and Camel Fisher retire by rotation at the 2019 Annual

Shareholders’ Meeting and being eligible, offers themselves for re-election.

DIRECTORS’ INDEMNITY AND INSURANCE

Kingfish has arranged Directors’ and Officers’ liability insurance covering Directors acting on behalf of Kingfish.

Cover is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful

acts committed while acting for Kingfish. The types of acts that are not covered include dishonest, fraudulent,

malicious acts or omissions, wilful breach of statute or regulations.

Kingfish has granted an indemnity in favour of all current and future directors of the Company in accordance with

its constitution.

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EMPLOYEE REMUNERATION
Kingfish does not have any employees. Corporate management services are provided to Kingfish by Fisher Funds

Management Limited.

DIRECTORS’ RELEVANT INTERESTS

The following are relevant interests of Kingfish’s directors as at 31 March 2019:

A B RyanBarramundi LimitedDirector

Marlin Global LimitedDirector

Metlifecare LimitedDirector

Evolve Education Group Limited

1

Director

Kiwibank LimitedDirector

Audit Oversight CommitteeMember

C M Fisher Barramundi LimitedDirector

Marlin Global LimitedDirector

New Zealand Trade & EnterpriseDirector

C A CampbellBarramundi LimitedDirector

Marlin Global LimitedDirector

T&G Global LimitedDirector

Hick Bros Holdings Limited & subsidiary companies Director

Woodford Properties LimitedDirector

alphaXRT LimitedDirector

New Zealand Post LimitedDirector

Key Assets FoundationTrustee

Key Assets NZ LimitedDirector

Kiwibank LimitedDirector

Asset Plus LimitedDirector

NZME LimitedDirector

Nica Consulting LimitedDirector

Cord Bank LimitedDirector

T&G Insurance LimitedDirector

Bankside Chambers LimitedDirector

Chubb Insurance New Zealand LimitedDirector

R A CoupeBarramundi LimitedDirector

Marlin Global LimitedDirector

New Zealand Takeovers PanelChair

Coupe Consulting LimitedDirector

Gentrack Group LimitedDirector

Briscoe Group Limited Director

Television New Zealand LimitedDirector


1

Retired 15 June 2019

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AUDITOR’S REMUNERATION
During the 31 March 2019 year the following amounts were paid/payable to the auditor, PricewaterhouseCoopers

New Zealand.

$000

Statutory audit and review of financial statements39

Other assurance services0

Non assurance services2

PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under

the Auditor Regulation Act 2011.

DONATIONS

Kingfish did not make any donations during the year ended 31 March 2019.

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2019

REGISTERED OFFICE
Kingfish Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

DIRECTORS

Independent Directors

Alistair Ryan (Chair)

Carol Campbell

Andy Coupe

Director

Carmel Fisher

CORPORATE

MANAGEMENT TEAM

Wayne Burns

Beverley Sutton

MANAGER

Fisher Funds Management Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

SHARE REGISTRAR

Computershare Investor

Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland 1142

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

FOR MORE INFORMATION

For enquiries about transactions, changes of address and dividend payments, contact the share registrar above.

Alternatively, to change your address, update your payment instructions and to view your investment portfolio

including transactions online, please visit: www.investorcentre.com\NZ

FOR ENQUIRIES ABOUT KINGFISH CONTACT

Kingfish Limited, Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622

Private Bag 93502, Takapuna, Auckland 0740


Phone: +64 9 489 7094 | Fax: +64 9 489 7139 | Email: enquire@kingfish.co.nz

The information contained in this annual report is provided for information purposes only and does not constitute an offer,

invitation, basis for a contract, financial advice, other advice or recommendation to conclude any transaction for the purchase

or sale of any security, loan or other instrument. In particular, the information contained in this annual report is not financial

advice for the purposes of the Financial Advisers Act 2008 and should not be relied upon when making an investment decision.

Professional financial advice from an authorised financial adviser should be taken before making an investment.

AUDITOR

PricewaterhouseCoopers

New Zealand

Level 8

188 Quay Street

Auckland 1142

SOLICITOR

Bell Gully

Level 21

48 Shortland Street

Auckland 1010

BANKER

ANZ Bank New Zealand Limited

23-29 Albert Street

Auckland 1010

NATURE OF BUSINESS

The principal activity of Kingfish

is investment in quality, growing

New Zealand companies.

DIRECTORY

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ANNUAL REPORT

2019

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.