Marlin Global 2021 Annual Report
ANNUAL REPORT
30 JUNE
2021
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
l
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03About Marlin
06Directors’ Overview
10Manager’s Report
18The STEEPP Process
20Marlin Portfolio Companies
18Board of Directors
28Corporate Governance Statement
29Directors’ Statement of Responsibility
38Financial Statements
57Independent Auditor’s Report
61Shareholder Information
63Statutory Information
66Directory
CONTENTS
Alistair Ryan / Chair Carol Campbell / Director
This report is dated 10 September 2021 and is
signed on behalf of the Board of Marlin Global
Limited by Alistair Ryan, Chair, and Carol
Campbell, Director.
CALENDAR
Next Dividend Payable
24 September 2021
Annual Shareholders’
Meeting, Ellerslie Event
Centre, Auckland 10:30am
8 November 2021
(Subject to any Government-imposed lockdown restrictions)
Interim Period End (1H22)
31 December 2021
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ABOUT MARLIN GLOBAL
INVESTMENT OBJECTIVES
INVESTMENT APPROACH
Marlin Global Limited (“Marlin” or “the Company”) is a listed investment company
that invests in quality, growing companies based outside New Zealand and Australia.
The Marlin portfolio is managed by Fisher Funds Management Limited (“Fisher
Funds” or “the Manager”), a specialist investment manager with a track record of
successfully investing in quality, growth companies. Marlin listed on NZX Main Board
on 1 November 2007 and may invest in companies that are listed on any approved
stock exchange (excluding New Zealand or Australia) or unlisted companies not
incorporated in New Zealand or Australia.
The investment philosophy of Marlin is summarised by the following broad principles:
• invest as a medium to long-term investor exiting only on the basis of a fundamental
change in the original investment case;
• invest in companies that have a proven track record of growing profitability; and
• construct a diversified portfolio of investments, based on the ‘STEEPP’ investment
criteria (see pages 18 and 19).
The key investment objectives of Marlin are to:
• achieve a high real rate of return, comprising both income and capital growth,
within risk parameters acceptable to the directors; and
• provide access to a diversified portfolio of international quality, growth stocks
through a single tax efficient investment vehicle.
MARLIN GLOBAL LIMITED
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During the year ended 30 June 2021 (cents per share)
DIVIDENDS PAID
8.84cps ( 7. 9 0cps)
25 SEPTEMBER 2020
18 DECEMBER 2020
26 MARCH 2021
25 JUNE 2021
2.06
cps
2.20
cps
2.21
cps
2.37
cps
AT A GLANCE
For the 12 months ended 30 June 2021
Net profit
$
69.2m
As at 30 June 2021
Share price
$
1.60
Gross
performance
return
+46.7
%
NAV per share
$
1.28
Total
shareholder
return
+88.5
%
Adjusted NAV
return
+40.3
%
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LARGEST INVESTMENTS
As at 30 June 2021
As at 30 June 2021
SECTOR SPLIT
Alibaba
Group
7
%
Facebook
11
%
Signature
Bank
6
%
Alphabet
7
%
Tencent
Holdings
5
%
Consumer Discretionary 36%
Communication Services 23%
Information Technology 16%
Healthcare 12%
Financials 9%
Industrials 3%
The Marlin portfolio also holds some cash
As at 30 June 2021
GEOGRAPHICAL SPLIT
North America 74%
Asia 13%
West Europe 11%
South America 1%
The Marlin portfolio also holds some cash
These are the five largest percentage holdings in the Marlin portfolio. The full Marlin portfolio and percentage holding data
as at 30 June 2021 can be found on page 17.
Alistair Ryan
Chair
DIRECTORS’ OVERVIEW
“We are pleased
to report another
strong result for
Marlin shareholders
in 2021.”
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For the 2021 financial year, Marlin’s portfolio
recorded a net profit of $69.2m, which equated
to an adjusted NAV return of 40.3%
1
. Marlin’s
gross performance return was 46.7%
2
, well
ahead of the Company’s benchmark (S&P Large
Mid Cap/S&P Small Cap Index − 50% hedged to
NZ$) 37.8%
3
for the 12-month period to
30 June 2021.
Global markets were propelled to new highs over
the course of the last 12-months. The strong global
economic recovery was supported by the rollout of
Covid-19 vaccines and ongoing government stimulus
measures.
Marlin has benefited from the strong global sharemarket
recovery, with most of the portfolio investments
generating strong returns. The Marlin team’s continued
focus on the STEEPP process, and the rigour and
analytical discipline that goes with that, has seen the
portfolio deliver significant gains.
Shareholders have experienced a strengthening share
price over the 2021 financial year, with the stock price
rising almost 63%. As a result, total shareholder return,
which includes the change in share price, dividends paid
per share and the impact of warrants was 88.5%
4
for
2021, (2020: 21.5%).
Revenues and Expenses
The 2021 net profit result comprised gains on
investments of $77.3m, dividend, interest and other
income of $0.8m, less operating expenses and tax
of $6.0m and a capped performance fee of $2.9m.
Overall operating expenses and tax were $4.5m higher
than the previous year (2020), principally due to the
higher performance fee ($2.9m verses $1.6m in FY20)
and the tax expense ($2.3m verses $0.03m in FY20).
The increase in tax in FY21 stems from the additional
forward foreign exchange hedging gains in FY21.
The Marlin portfolio achieved a return in excess of
both the performance fee hurdle (the change in the
Bank Bill Index rate plus 5%) and the High Water Mark
(the highest net asset value at the end of the previous
financial year in which a performance fee was paid,
adjusted for changes in capital). The performance fee
earn rate was renegotiated down from 15% to 10% in
FY19 and capped at 1.25%. The performance fee cap
applies for FY21.
Dividends
Marlin continues to distribute 2.0% of average net asset
value per quarter. Over the 12-month period to 30 June
2021, Marlin paid 8.84 cents per share in dividends,
(7.90 cps FY20). The next dividend will be 2.52 cps,
payable on 24 September 2021 with a record date of 9
September 2021.
Marlin 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.
Full details of the dividend reinvestment plan
5
can be
found in the Marlin Dividend Reinvestment Plan Offer
Document, a copy of which is available at www.marlin.
co.nz/investor-centre/capital-management-strategies/.
Warrants
Marlin has a regular warrant programme. On 6
November 2020, Marlin warrant holders had the option
to convert their warrants into Marlin shares at an
exercise price of $0.86 per warrant. A strong uptake
by shareholders saw 33.4m warrants ($29m) out of a
possible 37.3m warrants (90%) converted into Marlin
shares. The additional funds were invested during
November in Marlin’s investment portfolio of stocks.
On 17 May 2021, 47.3m new Marlin warrants were
allotted. One new warrant was issued to all eligible
shareholders for every four shares held on the record
date (14 May 2021). The warrants are exercisable
at $1.28 per warrant, adjusted down for dividends
declared during the period up to the announcement of
the 20 May 2022 Exercise Price. Warrants continue to
be a part of the overall capital management programme.
Share Buybacks
The Share Buyback programme
6
is another part of
Marlin’s capital management programme. During the
12 months to 30 June 2021, the share price to NAV
discount did not exceed the Company’s buyback
policy threshold of 8% and for the last eight months
of the financial year, the share price was at a premium
to the NAV. Therefore, there were no buybacks during
F Y21.
1
The adjusted net asset value return is the underlying performance of the investment portfolio adjusted for dividends, (and other capital
management initiatives) and after expenses, fees and tax.
2
Gross performance return - the Manager’s portfolio performance in terms of stock selection and currency hedging before expenses, fees and
tax. It is an appropriate return measure for assessing the Manager’s performance against an index or benchmark.
³ The benchmark index is the S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZ$).
4
Total shareholder return - the return combines the share price performance, the warrant price performance, the net value of converting any
warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the Company’s dividend reinvestment
plan, and that shareholders exercise their warrants, (if they were in the money), at warrant expiry date.
5
Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Marlin or Computershare Investor Services
Limited.
6
Shares purchased under the buyback programme are held as treasury stock and subsequently reissued to shareholders under the dividend
reinvestment plan.
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DIRECTORS' OVERVIEW CONTINUED
Company Performance
For the year ended 30 June202120202019201820175 years
(annualised)
Total Shareholder Return88.5%21.5%15.5%21.5%9 .1%28.5%
Adjusted NAV Return40.3%16.6%6.8%23.2%16.8%20.2%
Dividend Return
1
6.9%8.3%8.9%9 .1%8.6%
Net Profit $69.2m$22.6m$8.4m$23.8m$15.7m
Basic Earnings per Share39.55cps15 .18 c p s6.68cps20.20cps13.51cps
OPEX ratio3 .1%2.9%1.9%4.2%3.8%
OPEX ratio (before performance fee)1.7%1.9%1.9%1.8%2.1%
As at 30 June20212020201920182017
NAV (as per financial statements)$1.28$1.03$0.96$1.02$0.89
Adjusted NAV$3.49$2.49$ 2.13$2.00$1.62
Share Price$1.6 0$0.98$0.90$0.86$0.79
Warrant Price$0.26$ 0 .10 -$0.06 -
Share Price (Premium)/Discount to NAV
2
(30.5%)2.9%6.2%13.7%11. 2 %
Annual Shareholders’ Meeting
The 2021 annual meeting will be held on Monday 8
November at 10:30am at the Ellerslie Event Centre in
Auckland and online. 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.
Director Retirement – Carmel Fisher
Carmel Fisher retired from the Marlin board on 6
August 2021.
Carmel is proud to have launched and overseen the
management of Marlin, and to have served on the
board for fourteen years. She has stated that it has
been a privilege to have worked with an outstanding
team of people, both at the Manager (Fisher Funds)
and with her fellow directors. While Carmel has
decided that it is time to move on after many years of
direct involvement, she has full confidence in the board
and Manager and, as a significant shareholder, looks
forward to the continued success of Marlin.
Director Election
The board has, effective 1 July 2021, appointed David
McClatchy as an independent director, replacing
Carmel Fisher. In accordance with the Marlin
constitution and NZX Listing Rules, David will stand for
election at this year’s Annual Shareholders’ Meeting.
The board unanimously endorses David’s election.
Director Re-election
Carol Campbell, director since 2012 and chair of the
Marlin Audit and Risk Committee, retires by 3-year
rotation at this year’s annual meeting and will stand for
re-election. The board unanimously endorses Carol’s re-
election.
Conclusion
The 2021 financial year has been a successful year for
Marlin and one of recovery for most global sharemarkets.
Ongoing government stimulus packages around the globe,
together with Covid-19 vaccine rollout programmes, have
helped to lift economic confidence and expectations, but
there is residual uncertainty about the Covid-19 pandemic
that will continue to overhang international equities markets
for some time yet. It has been encouraging to see Marlin
generate strong returns against this backdrop. The board
is pleased at the Manager’s continued focus on investing in
quality companies which have continued to grow and yield
satisfying returns for shareholders.
We would like to thank you for your continued support
and look forward to seeing many of you at our annual
meeting in November, subject of course to any
Government-imposed lockdown restrictions.
On behalf of the board,
Alistair Ryan / Chair
Marlin Global Limited
10 September 2021
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Total Shareholder Return
Nov
2008
Nov
2009
Nov
2010
Nov
2011
Nov
2012
Nov
2014
Nov
2013
Share Price/Total Shareholder Return
Nov
2015
$
2.00
$
1.00
$
0.00
Nov
2016
Nov
2008
Nov
2019
Nov
2020
$
3.00
$
4.00
$
5.00
Nov
2017
Nov
2018
Share Price Total Shareholder Return
Non-GAAP Financial Information
Marlin uses the following non-GAAP measures:
• adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation
decisions after expenses, fees and tax,
• adjusted NAV return – the net return to an investor after expenses, fees and tax,
• gross performance return – the Manager’s portfolio performance in terms of stock selection and currency
hedging, before expenses, fees and tax,
• total shareholder return – the return combines the share price performance, the warrant price performance,
the net value of converting any warrants into shares, and the dividends paid to shareholders. It assumes all
dividends are reinvested in the Company’s dividend reinvestment plan, and that shareholders exercise their
warrants, (if they were in the money), at warrant expiry date,
• OPEX ratio – the percentage of Marlin’s assets used to cover operating expenses excluding tax and brokerage,
and
• dividend return – how much Marlin pays out in dividends each year relative to its average share price over the
period. (Dividends paid by Marlin may include dividends received, interest income, investment gains and/or
return of capital).
All references to the above measures in this Annual Report are to such non-GAAP measures. The calculations
applied to non-GAAP measures are described in the Marlin Non-GAAP Financial Information Policy. A copy of the
policy is available at http://marlin.co.nz/about-marlin/marlin-policies/.
Portfolio Performance
For the year ended 30 June202120202019201820175 years
(annualised)
Gross Performance Return46.7%19.8%10 .1%26.6%22.4%24.6%
Index
3
3 7. 8 %0.04%2.1%17.1%19.2%14.5%
Performance Fee Hurdle
4
5.3%6.2%7. 0 %7. 0 %7. 2 %
NB: All returns have been reviewed by an independent actuary.
1
Marlin’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year. (The
dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied.)
2
Share price (premium) / discount to NAV (including warrant price on a pro-rated basis).
3
Index: S&P Large Mid Cap/S&P Small Cap Index (hedged 50% to NZ$) from 1 October 2015. Returns shown gross in NZ$
terms.
4
The performance fee hurdle is the Benchmark Rate (NZ 90 Day Bank Bill Index +5%).
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“Economic reopening,
government and
fiscal stimulus and a
surge in consumer
spending in many
parts of the globe all
contributed to one of
the strongest global
share market rallies
in more than two
decades.”
Ashley Gardyne
Senior Portfolio Manager
MANAGER’S REPORT
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After turbulence in early 2020 with a Covid-19 driven plunge in markets, the past 12-months
have been almost as dramatic, with the pace of the economic and market rebound taking many
by surprise. While Marlin’s performance can often lag in a booming economy (when cyclical
companies often outperform growth companies), we were pleased that the changes we made to
the portfolio last year helped drive portfolio outperformance in 2021. For the year to 30 June 2021,
Marlin delivered a gross performance return of 46.7%, compared with the global benchmark
1
which gained 37.8%.
Last year, we wrote about the pandemic, lockdowns
and the significant damage Covid-19 inflicted on
businesses and the global economy. This year, in
stark contrast, the talk in markets has been about
reopening, the abrupt economic rebound and
rising inflation. All this goes to highlight the difficulty
predicting the economic outlook and the importance
of having a long-term investing approach. One that
tries to identify and invest in businesses that will grow
and create value for shareholders irrespective of the
swings and roundabouts of the economic cycle.
Chart 1 shows that global markets rallied strongly for
the year, with the MSCI World Index gaining 37%. To
put this in context, this 37% gain was the strongest
market rally for the MSCI World Index in more than
two decades. This strong market performance was
driven by a number of factors. The first was optimism
around the reopening implications of getting on top of
and managing the effects of Covid. The effect of this
can be seen from November onwards, when markets
took off in response to the vaccine announcements
by Pfizer, AstraZeneca and Moderna. Then came
the economic reopening itself, people returning to
the office, travel restarting and businesses resuming
hiring. The US unemployment rate briefly touched
14.8% in mid-2020, but has recently fallen as low
as 5.8%, and businesses are now starting to talk
about labour shortages. On top of this, we have
seen an unprecedented amount of stimulus – both
monetary and fiscal. Stimulus cheques and enhanced
unemployment benefits in the US, combined with the
inability to spend money on travel and entertainment,
has seen personal bank balances balloon to record
levels. This in turn has led to a consumer spending
boom.
All considered, the global economy is rebounding
strongly and investor confidence is high.
Chart 1: A volatile year in global markets
Chart 2: The strongest index performance in
over two decades
+37%
Jun
2020
2000
2200
2400
2600
2800
3000
3200
Sep
2020
Dec
2020
Mar
2021
June
2021
MCSI World Index
-4 0%
-3 0%
-2 0%
-1 0%
0%
10%
20%
30%
40%
50%
Jun-2 001
Jun-2 003
Jun-2 005
Jun-2 007
Jun-2 009
Jun-2 011
Jun-2 013
Jun-2 015
Jun-2 017
Jun-2 019
Jun-2 021
MCSI World - 1 Year Return
1
S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZ$)
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MANAGER’S REPORT CONTINUED
This update focuses on how our portfolio companies
are performing, and changes made over the last year.
For the year to 30 June 2021, the Marlin portfolio
delivered a gross performance return of 46.7%,
significantly ahead of our market benchmark which
gained 37.8%. We were pleased that our performance
was positively impacted by the actions we took last
year at the depths of the Covid sell-off. We were able to
capitalise on what we saw as a significant overreaction
in selected companies like Hilton and Signature Bank,
and these more cyclical companies have helped drive
our performance this year.
Chart 3: Marlin annualised returns: Gross
Performance vs Global Benchmark (to 30 June).
Constructing an all-weather portfolio
The big market winners during and immediately after
the Covid sell-off were companies that benefited from
trends like ecommerce, working-from-home and digital
payments. But the last year and particularly the period
after the vaccine breakthroughs has been decidedly
different.
The economic rebound led to a rotation out of ‘Covid-
beneficiaries’ and growth companies, and into cyclical
value stocks (like banks and energy companies).
We saw this abrupt change in market dynamics in
our portfolio, with our more cyclical companies like
Signature Bank (+134%), StoneCo (+73%) and Hilton
(+64%) lifting our performance significantly this year.
Chart 4: Cyclical value stocks have materially
outperformed growth stocks since the vaccine
breakthrough in November.
We have previously talked about how we try to
construct a portfolio that isn’t too exposed to any one
theme and can do well in a range of different market
environments. We were extremely conscious of this
in 2020, as many technology stocks benefited from
Covid while cyclical companies slumped. While the
outperformance of growth companies helped our
performance last year, we were careful not to become
overly dependent on these businesses and spent our
time looking for more cyclical companies where we saw
more value.
This saw us add companies like Hilton, Heico, StoneCo
and Floor and Décor to the portfolio. These new
additions and the tilt towards existing cyclical holdings
like Signature Bank, significantly helped portfolio
performance over the last year. The new companies
that we added to the portfolio post-Covid added over
6% of the portfolio’s 9% outperformance during the
ye a r.
That said, while at the margin the portfolio now has
more cyclical exposure, we haven’t changed what we
look for in companies. These more cyclical positions
are all still competitively advantaged and growing
companies, just like our long-standing investments in
Alphabet, PayPal and Alibaba.
46.7%
25%
25%
14%
37.8%
12%
14%
9%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
50.0%
12 Months3 years Annualised5 years AnnualisedSince Inception
Annualised
Marlin Gross PerformanceGlobal Benchmark
12%
27%
30%
20%
0%
5%
10%
15%
20%
25%
30%
35%
Pre-vaccine newsPost-vaccine news
ValueGrowth
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Sticking to the middle of the fairway
As is typical of cyclical upswings and when investors
are becoming euphoric, valuations are getting very
stretched in parts of the market. High growth stocks
(many with no earnings) in hot sectors, like cyber-
security, cloud software and genomics, trade on
stratospheric valuations (often over 100-times earnings).
On the other hand, more mature tech companies like
Alphabet, Alibaba and Facebook have many years
of growth ahead and trade on what we believe are
attractive valuations.
Likewise, some of the cyclical companies we invested
in last year at compelling valuations have rallied
so much on the ‘reopening trade’ that they have
now become very expensive. This is why we exited
aerospace parts supplier Heico, only one year after our
initial investment.
While these cyclical companies have rallied, there are
defensive companies, like discount store chains Dollar
General and Dollar Tree, that are attractively priced.
With pockets of excess in markets, we believe it will
pay off to be very picky in the years ahead. In investing,
boring is often beautiful.
Boring is beautiful. We see value in less
glamourous companies. It can pay to stick
to the middle of the fairway.
Performance of portfolio holdings
Given the strong market backdrop, all of Marlin’s
portfolio companies delivered positive returns over the
year. While only half of Marlin’s positions outperformed
the market during the year (we would typically like
this to be closer to 60%), the strong performance
of a handful of our top performers drove our overall
outperformance of the global benchmark.
Chart 5: Portfolio Company Total Share Returns
(year to 30 June 2021)
Performance highlights and lowlights
Signature Bank (+134%) was the biggest contributor
to portfolio performance for the year. Signature Bank
is a small US bank that operates predominately in New
York and California. Signature Bank is a commercial
bank without branches, and it operates a high-touch,
relationship-driven model that has allowed it to attract
new clients and drive significant growth over the
years. They had been primed for growth in recent
years through their success in hiring away new teams
from other banks. However, this growth potential was
overshadowed during the pandemic by falling interest
rates and concerns about its exposure to New York.
As New York reopened and investors refocused on
the quality of the franchise, Signature Bank’s share
price has rallied strongly. Despite its rapid share
price appreciation, we believe Signature Bank is still
attractively priced. We are confident in its ability to grow
earnings at a mid-teens rate and the company remains
one of our largest positions.
020406080100120140
Descart es Systems
NVR
Al ibaba
Dollar Tre e
Dollar Genera l
Zoetis
Tencent
Abbott Labs
Boston Scientific
Tyler Tech
Icon
Masterc ard
Amazon
EssilorL uxottica
Starb ucks
Adidas
Hexcel
Heico
Firs t Republic Bank
TJX Companies
Gre ggs
Edward s Lifesciences
Facebook
Hilton Worl dwide
PayPal
Al phabet
StoneCo
Floor and Décor
Gart ner
Signature Bank
Total Share Return (%)
MARLIN GLOBAL LIMITED
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MANAGER’S REPORT CONTINUED
After Signature Bank, the three next top performers
were companies we added to the portfolio during
the Covid sell-off – Gartner, Floor and Décor, and
StoneCo. And we discuss two of these in more detail
below.
Gartner (+100%), an IT research and advisory
company that we added during the 2020 Covid sell-
off, has shown fundamental resilience in its business
and delivered better than anticipated results. Part
of Gartner’s business involves running industry
conferences for IT executives – and this was hit hard
by Covid. Our view was that the company’s services
add significant value to its clients, and that demand
would rebound strongly post-pandemic. This has
played out more quickly than expected and Gartner
has recently reported strong earnings across all its
three segments (research, consulting and events).
The company’s corporate IT research is proving
increasingly valuable in a world of accelerating
digitisation trends. These trends, and Gartner’s strong
execution, led it to recently raise its full-year earnings
guidance by over 20%. We have recently increased
our holding in the company, and believe Gartner can
continue to grow rapidly in IT research while expanding
into other business verticals like marketing, finance
and HR.
StoneCo (+73%) is a rapidly growing payment service
provider in Brazil that allows small merchants to accept
digital payments in-store and online. Digital payment
penetration is still low in Brazil but is increasing
rapidly due to the shift away from cash and growth
in ecommerce − two trends that accelerated due to
Covid. Its strong performance over the last year is due
to its strong execution through the pandemic and its
ability to help clients move online and accept digital
payments at a time when many small businesses
had to shut their doors. StoneCo’s attractive value
proposition to merchants and its leading service has
seen them continue to take market share through the
pandemic. All considered we believe StoneCo is an
attractive founder-led business with many years of
growth ahead.
The biggest detractors from portfolio performance
were Alibaba, Tencent and US discount store chain
D olla r Tre e.
Alibaba (+5%) and Tencent (+17%) underperformed
global markets as Chinese technology stocks faced
increasing regulatory scrutiny, following President Xi
Jinping’s orders to crack down on monopolies and
promote fair competition.
Alibaba was our biggest detractor and faced pressure
in two areas. Firstly, the IPO of Ant Group (33%
owned by Alibaba) was cancelled just two days before
the planned listing date as regulators proposed a
slate of new guidelines in areas such as consumer
lending. Secondly, regulators announced draft anti-
monopoly rules targeted at internet companies. The
regulations are aimed at driving a healthier competitive
environment. Alibaba believe they are compliant with
these new regulations, and having spoken to anti-
trust experts in China, we do not expect the new
regulations to have a major impact on its business. We
still like Alibaba’s long-term growth story and its strong
position in the digital economy.
While Tencent has received less regulatory scrutiny
than Alibaba recently, its share price has also been
pressured by the negative industry sentiment.
While we are positive on the long-term prospects
of Alibaba and Tencent, the regulatory landscape
in China is rapidly evolving and we will continue to
monitor the situation closely.
Dollar Tree (+7%) is a US discount store chain
that we have owned for several years. As a retailer
of necessities and low-priced items, it tends to
outperform in weak economic environments and
periods of market turbulence (like Covid). With a
strong economic recovery over the last year, Dollar
Tree has struggled to keep up with higher growth
and more cyclical companies. Dollar Tree also faced
some retailer specific headwinds that have pressured
earnings – such as higher-than-predicted freight
costs and inflation coming out of the pandemic. But
we consider high freight costs a temporary issue and
remain optimistic around the company’s future. Its
Dollar Tree stores, which until recently only sold items
for $1, have introduced $3 and $5 items. This should
increase sales per store and could greatly improve
profit margins. The turnaround at its Family Dollar
stores also continues to progress well due to its store
renovation program.
Portfolio additions and exits
We made more exits this year than we typically would.
Most of the exits we have made have simply been
because other high-quality companies on our watchlist
offered better return prospects. While our preferred
approach is to buy great companies and hold them for
the long-term − in today’s market most stocks are very
fully priced - and we want to concentrate our portfolio
around those rare compelling opportunities that we do
find.
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We believe the four new additions and seven exits we
made over the year have improved the quality and
return prospects of the portfolio.
New portfolio additions
We added First Republic Bank to the portfolio in
November. First Republic is a high quality, founder run
bank with a best-in-class business model. The bank
provides services to high-net-worth households in
select markets. The bank has consistently generated
superior loan growth, while maintaining extremely
prudent lending standards. In addition, by providing
its customers with exceptional personalised service,
the company has built more profitable relationships
by offering other products including its wealth
management services. The company is working to
broaden its reach to emerging professionals and
younger millennial households, which can be an
additive to the overall growth rate. First Republic is
one of very few banks that have a strong track record
of growth, having grown its net interest income and
earnings per share at double-digit rates over the last
decade. We see continued strong growth as the bank
continues to take market share in the high-net-worth
customer segment.
Gregg’s is a vertically integrated food-on-the-go
operator in the UK. The company operates more than
2,000 stores and is the leader in the UK take-away
sandwich and savoury market (the UK’s answer to
Starbucks). Gregg’s is an attractive long-term growth
story with strong new store economics and the
potential to gain share in a fragmented market. Its
vertical integration and discount pricing provides it with
a strong competitive position relative to independents
and smaller chains. Store growth drives the model,
but the company also has a number of strategic
initiatives (e.g. evening trade, delivery, click and collect)
which give us confidence same-store-sales growth
can be sustained at near its long-term average of 4.5%
pa. With some margin leverage, Gregg’s should grow
earnings at circa 10% pa and pay a regular dividend
yield.
Boston Scientific is a leading manufacturer of
innovative medical devices used to treat a range of
medical conditions. Boston focuses on minimally
invasive therapies, which generally improve patient
outcomes versus traditional surgery and reduce
the overall cost of treatment for health systems. Its
products include heart valves, stents and pacemakers.
The company is well positioned with market-leading
positions in its key markets, a strong pipeline of new
product launches and a track-record of innovation.
We added home builder, NVR to the portfolio in May.
NVR is the 4th largest homebuilder in the US. Unlike
most homebuilders, which are also land developers,
NVR focuses solely on homebuilding, using options
to control land, which gives them the right but not
the obligation to buy lots on a just-in-time basis. NVR
also differentiates itself from peers by pre-fabricating
frames, roofs and staircases in one of its eight
manufacturing facilities. Most of NVR’s competitors still
do everything on site. NVR’s asset-light model, central
pre-fabrication and local economies of scale allow
them to generate higher returns on investment capital
than peers – meaning they don’t have to reinvest as
much capital to grow. Combined with what is a very
fragmented market comprising many small players,
this should allow NVR to deliver superior returns and
take market share for many years to come.
Portfolio exits
To fund these new additions, we exited our two
software holdings, Ty ler Tech and Descartes. These
businesses have been caught up in all the excitement
around software businesses over the last few years
and we believe their valuations became very extended
compared to other tech holdings in the portfolio.
Abbott Labs benefited from a large tailwind in 2020
as its diagnostics segment revenue doubled due to
Covid testing. Abbott was able to quickly develop a
game changing rapid test – which gave results within
15 minutes and cost $5 per test – opening up the
ability for mass-Covid testing. However, following
strong outperformance, we felt the market was
overvaluing this one-off Covid testing revenue and
took the opportunity to reallocate capital to our latest
medical device stock, Boston Scientific, that shares
many of the attractive attributes we liked in Abbott.
We added aftermarket aerospace supplier Heico
to our portfolio when its share price dropped 50%
during Covid and we thought the market was overly
pessimistic about its earnings outlook. With a large
part of its revenue tied to air travel, Heico’s share price
has benefited from the economic reopening and now
trades at pre-Covid levels, despite a full recovery in air
travel being a couple of years away. We decided to exit
because we think this is overly optimistic and believe
we can use the capital better elsewhere.
We sold out of TJX Companies, a leading US off-
price retailer that we have invested in for over three
years. While it has delivered a great result for investors
and we believe the company should continue to take
market share thanks to its scale and unique value
proposition, we are concerned about their profit
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margins. The off-price business model is very labour
intensive, especially in the supply chain with manual
sorting, picking and packing. A strong post-COVID
rebound in TJX’s share price, combined with a higher
probability of wage inflation crimping its margins, led
us to take our profits and move on.
Zoetis is the global leader in animal health medicines
and vaccines and we added it to the portfolio in 2016.
Since then, the company has successfully launched
a number of blockbuster pharmaceutical products,
grown sales rapidly and streamlined its operations.
This has resulted in a near doubling of Zoetis’s
earnings and a materially higher share price. Our
investment thesis has played out − Zoetis’s valuation
now looks stretched and we decided to reinvest the
proceeds elsewhere.
We added Starbucks to the portfolio in March 2020 in
the depths of the Covid sell-off. Our thesis was simply
that Starbucks was a great business with a reliable
growth algorithm and was oversold because of the
pandemic. Starbucks stores would ultimately reopen,
they would take share from independents and return to
their growth algorithm of c.6% pa store growth (largely
China and US drive-through stores). We were positively
surprised by the speed of Starbucks’ recovery, and
after our thesis played out and its shares rebounded
extremely quickly, we decided to exit.
Lastly, we sold our position in optical product
manufacturer and retailer, EssilorLuxottica. We
invested in the company in 2017 when Essilor and
Luxottica were merging. The merger created a
vertically integrated industry leader, with significant
synergy benefits. With the merger integration on track,
shares are now at all-time highs.
Portfolio positioning
The Marlin portfolio comprised 22 companies at 30
June 2021, diversified across a range of sectors and
geographies.
Chart 6: Marlin portfolio - Sector split
Chart 7: Marlin portfolio - Geographical split
36
%
CONSUMER
DISCRETIONARY
9
%
FINANCIALS
12
%
HEALTHCARE
23
%
COMMUNICATION
SERVICES
3
%
INDUSTRIALS
16
%
INFORMATION
TECHNOLOGY
The Marlin portfolio also holds some cash
13
%
ASIA
74
%
NORTH AMERICA
11
%
1
%
WEST EUROPE
SOUTH AMERICA
MANAGER’S REPORT CONTINUED
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Headquarters Company% Holding
ChinaAlibaba Group7. 3 %
Tencent Holdings5.4%
GermanyAdidas3.9%
Ireland Icon4.3%
UKGreggs3.0%
United StatesAlphabet6.9%
Amazon.Com 4.2%
Boston Scientific3.4%
Dollar General4.9%
D olla r Tre e4.3%
Edwards
Lifesciences
4.0%
Facebook10.6%
First Republic Bank
San Francisco
3 .1%
Floor & Décor
Holdings
4.0%
Gartner Inc5 .1%
Hexcel Corporation 3.0%
Hilton Worldwide
Holdings
1.4%
Mastercard4.8%
NVR Inc3.2%
PayPal 4.8%
Signature Bank5.8%
StoneCo1.4%
Equi t y Tot a l98.8%
New Zealand dollar
cash
1.8%
Total foreign cash0.3%
Ca s h Tot a l2 .1%
Forward foreign
exchange contracts
(0.9%)
TOTAL100.0%
Portfolio Holdings Summary as at
30 June 2021
Outlook
The world is in the middle of a strong economic
upswing as society rebuilds after lockdowns and
curtailed industrial activity. Pent up consumer demand,
record bank balances and a desire to travel and return
to life as usual should continue to prove supportive to
the economy in the short to medium term.
At the same time, there are challenges for investors to
be aware of. The global economy still faces structural
impediments to growth – like demographic headwinds
and the deflationary impact of high debt levels
(including that taken on during the pandemic). On top
of these challenges, market valuations are high and
interest rates are low – which create real challenges for
investors.
We continue to believe that having a long-term
orientation and investing in high-quality and growing
businesses is one of the best ways to build wealth and
overcome these uncertainties. Active management
of the portfolio is also critical in this environment,
and we expect it to continue to deliver benefits as it
did through Covid. While there are both economic
challenges and pockets of exuberance in the market,
we are still finding enough great businesses to invest
in. We believe the companies in the Marlin portfolio
will continue to grow steadily and create value for
shareholders in the years ahead.
Ashley Gardyne / Senior Portfolio Manager
Fisher Funds Management Limited
10 September 2021
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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.
TR ACK
RECORD
How has the company performed
in the past? Has the company
performed under the same
management team? Has it grown
organically or by acquisition? How
did the company react during a
downturn? Fisher Funds prefers to
buy established companies that
have executed well in the past.
EARNINGS
HISTORY
How fast has the company
been able to grow its earnings
in the past? How consistent
has earnings growth been?
Fisher Funds prefers to buy
companies that exhibit secular
growth characteristics where the
company has proven its ability to
provide a high or improving return
on invested capital.
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
THE STEEPP PROCESS
Applying this STEEPP analysis, Fisher Funds constructed a portfolio
for Marlin which comprised 22 securities as at 30 June 2021.
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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 does Fisher Funds
expect the company’s earnings
potential to be? Fisher Funds
notices that too many analysts
focus on short-term earnings. As
long-term growth investors, Fisher
Funds thinks about where the
company’s earnings could be in
three to five years.
PEOPLE/
MANAGEMENT
Who are the management team
and how long have they been in
their roles? Who are the directors,
what is their history with the
company and what do they bring
to the board? What is the depth of
management in the organisation
and is there a succession plan
for the key executive roles?
Does the management team
own shares in the business and
how are they rewarded? Has the
board and management exhibited
good corporate behaviour in the
areas of environmental, social
and governance considerations?
For Fisher Funds, the quality of
the company management and
its corporate governance is of
paramount importance.
PRICE/
VALUATION
How much of the future earnings
growth is already reflected in the
share price? Where does the
current share price sit in relation to
Fisher Funds’ worst to best case
valuation range? A company will
generate a higher score where the
market price currently reflects little
of that company’s upside potential.
EPP
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+36
%
Total Share Return
+5
%
Total Share Return
+72
%
Total Share Return
GERMANY
What does it do?
Adidas is the largest European
and second largest global
sportswear manufacturer.
Why do we own it?
Adidas is one of the world’s
leading brands and has a
strong track record of growth
and shareholder return. The
sportswear industry continues
to benefit from the shift towards
casualisation (athleisurewear) and
greater participation in sports.
Adidas is also selling more
items directly to the consumer,
which allows the company to
capture wholesalers retail mark-
up, boosting sales growth and
improving profitability.
CHINA
What does it do?
Alibaba is a leading e-commerce,
retail, and technology company
in China. Alibaba has over 60%
market share of the Chinese online
shopping market, in addition
to strong positions in a range
of businesses including cloud
computing, food delivery, online
media and digital payments.
Why do we own it?
Alibaba is the online marketplace
leader in China and is three
times larger than its nearest
competitor. It has sustainable
competitive advantages through
its extensive network and scale,
which it continues to leverage into
adjacent business areas such as
logistics and cloud. Alibaba is a
major beneficiary of the ongoing
digitalisation of retail and other
industries in China.
MARLIN PORTFOLIO
COMPANIES
The following is a brief introduction to each of your portfolio companies, with a description of
why Fisher Funds believes they deserve a position in the Marlin portfolio. Total share return is
for the year to 30 June 2021 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 share return is from the first purchase date to 30 June 2021.
Total shareholders return in local currency sourced from Bloomberg.
UNITED STATES
What does it do?
Alphabet is the holding company
which owns Google and YouTube.
Google is the world’s leading
internet search provider and the
largest global advertising platform
by advertising revenue.
Why do we own it?
Alphabet has a wide moat
around its business arising from
its dominant position in online
search, significant intellectual
property and a strong brand. In an
increasingly digital world, online
search and digital advertising
are becoming important tools for
helping businesses attract and
retain customers. We believe
Alphabet will continue to grow
strongly as society digitises and
global advertising budgets shift
from traditional media to digital
formats.
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MARLIN PORTFOLIO
COMPANIES
+25
%
Total Share Return
UNITED STATES
What does it do?
Amazon is the dominant
e-commerce platform in the
western hemisphere. Alongside
the e-commerce platform,
the company offers marketing
services to vendors and
subscriptions to customers,
which includes everything from
free shipping to music and video.
Amazon’s AWS (Amazon Web
Services) business is the largest
global cloud computing provider,
helping clients with data storage
and computing power.
Why do we own it?
Amazon.com sits at the
crossroads of powerful
megatrends. These include
growth in e-commerce, migration
of advertising spend online
and the increasing adoption of
public cloud. The company has
significant scale and network
advantages. With a long growth
runway, Amazon is in a prime
position to monetise these
opportunities.
+21
%
Total Share Return
+14
%
Total Share Return
UNITED STATES
What does it do?
Boston Scientific is a leading
manufacturer of innovative medical
devices used to treat a range of
medical conditions to over 30
million patients each year. Boston
Scientific focuses on minimally
invasive therapies, which generally
improve patient outcomes versus
traditional surgery and reduce the
overall cost of treatment for health
systems.
Why do we own it?
Boston Scientific is well positioned
with market-leading positions in a
number of fast-growing medical
device markets. With a strong
pipeline of new product launches
and a track-record of investment
in innovation, we expect Boston
Scientific to sustain its above-
market growth and increase its
market share.
UNITED STATES
What does it do?
Dollar General is the leading
discount retailer in the US, selling
a range of everyday household
items including food and cleaning
products, as well as toys,
stationery, and basic apparel.
Dollar General has a talented
management team, strong track
record, and a scale advantage
over its competitors. Its stores
offer an attractive proposition to a
growing cohort of US households
that are financially stretched and
are not well served by traditional
retailers.
Why do we own it?
There are currently 17,000
Dollar General stores across
the US and the company opens
1,000 more stores every year
at attractive returns. Along with
the growth story, Dollar General
has an impressive track record
of consistency growing sales,
especially in difficult economic
environments where the
company value and convenience
proposition supports customer
growth.
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+7
%
Total Share Return
+50
%
Total Share ReturnTotal Share Return
+53
%
UNITED STATES
What does it do?
Within Dollar Tree, there are two
banners, Dollar Tree and Family
Dollar, with the latter being
acquired in 2015. Both banners
have around 7,500 stores. Dollar
Tree sells a 50/50 mix of everyday
and discretionary items with the
latter focusing on events like
birthdays and back to school at
fixed price point of $1, $3 or $5.
Family Dollar is a multi-price point
discount store predominantly
selling everyday items.
Why do we own it?
Until recently, everything at
Dollar Tree was priced at $1. The
company recently introduced
$3 and $5 items, which could
materially increase sales per store
and drive greater profitability.
Before Dollar Tree purchased
Family Dollar the chain went
through a period of under
investment. Dollar Tree has been
rectifying this by renovating Family
Dollar stores and improving
selection, which is resonating well
with consumers. Lastly, we think
Dollar Tree has counter-cyclical
qualities.
UNITED STATES
What does it do?
Edwards Lifesciences is the global
market leader in the treatment of
heart valve disease, which impacts
millions of people worldwide and
carries a poor prognosis if left
untreated. Edward’s main product
allows for the treatment of this
disease without the need for risky
open-heart surgery.
Why do we own it?
Edwards Lifesciences continues
to lead the industry in innovation,
investing in the development of
new products which both improve
medical outcomes for patients and
help doctors treat a wider range
of previously untreated patients
using a lower risk approach. With
a dominant market share and
continued investment in research
and development, Edwards
Lifesciences is well positioned for
long-term growth.
UNITED STATES
What does it do?
Facebook owns four of the most
dominant social networking and
messaging platforms in the world
– the Facebook app, Instagram,
Messenger and WhatsApp. It
monetises these platforms by
selling advertising to millions of
businesses globally.
Why do we own it?
The average US user spends over
an hour a day on Facebook and
Instagram combined. This high
user engagement, combined with
Facebook’s unparalleled ability
to deliver an audience of over 2
billion users to advertisers, has
created one of the most valuable
advertising platforms in the
world. We see significant growth
ahead as Facebook captures a
considerable share of advertising
dollars as media budgets move
away from TV and towards digital
platforms. Facebook’s recent
push to enable ecommerce in its
apps provides another lever to
drive growth.
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Total Share ReturnTotal Share ReturnTotal Share Return
+39
%
UNITED STATES
What does it do?
First Republic is a founder
led bank, providing private
banking, business banking and
wealth management in Urban,
Coastal markets in the US. First
Republic offers a high-touch,
service orientated model where
customers have a single point of
contact across all banking needs.
This differentiates First Republic
from main street peers.
Why do we own it?
With its superior service offering,
First Republic has consistently
generated superior loan growth,
while maintaining extremely
prudent lending standards.
Given these characteristics, First
Republic offers a high-quality
investment with attractive earnings
growth potential.
+83
%
+100
%
UNITED STATES
What does it do?
Floor and Decor is a leading
specialty retailer of hard surface
flooring in the United States. The
company offers a broad selection
of tile, wood, stone, related
tools and flooring accessories
at everyday low prices. The
company’s extensive selection of
product allows customers to get
what they need when they need
it. As Floor and Décor source
directly from manufacturers or
quarries worldwide, their products
are priced below those of
competitors.
Why do we own it?
Floor and Decor has potential to
dominate the niche hard surface
flooring category, which has been
growing mid-single digits year over
year. There is significant runway
for future store growth with the
potential to quadruple its footprint
to around 400 stores. Given the
company’s size and scale, Mom
and Pop retailers, which have 50%
market share, cannot compete
on price or service with Floor and
D é c or.
UNITED STATES
What does it do?
Gartner is a leading research,
consulting, and advisory company.
Its information technology
research service is seen as
a ‘must-have’ at most large
corporates and is used by 75%
of Fortune 1,000 companies.
Gartner provides up-to-date
industry research and analysis to
help these business leaders make
informed decisions around their
technology, such as the selection
of software vendors or current
best practice in cyber-security or
cloud infrastructure.
Why do we own it?
In a world of constant
technological change and
business model disruption –
Gartner’s research and analysis is
becoming increasingly important
to help companies to navigate this
challenging environment. Gartner
estimates there are 138,000
businesses globally that could
use its service, of which just over
13,000 are current customers –
indicating a long growth runway.
Gartner is now looking to replicate
this model in adjacent business
functions including HR, Finance,
and Supply Chain, with early
progress looking promising.
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Total Share ReturnTotal Share ReturnTotal Share Return
+50
%
+38
%
UNITED KINGDOM
What does it do?
Greggs is a vertically integrated
food-on-the-go operator in the
UK. The company operates more
than 2,000 stores and is the leader
in the UK take-away sandwich and
savoury market.
Why do we own it?
Greggs continues to be an
attractive long-term growth story
with the potential to gain share
of a fragmented market given
the strength of Gregg’s value
proposition. We see plenty of
opportunity for Greggs to continue
rolling out stores, while also
implementing strategic initiatives
(e.g. evening trade, delivery, click
and collect) to increase sales
turnover at established stores.
+64
%
UNITED STATES
What does it do?
Hexcel is a leading supplier of
advanced composite materials
(like carbon fibre) for aerospace,
wind turbines and automobiles.
Advanced composites are
generally lighter and stronger
than traditional materials such
as aluminium, which has seen
the composite content of aircraft
and other industrial applications
increase significantly over time.
Why do we own it?
The aerospace composite
industry has high barriers to
entry due to scale, the close
integration of processes with its
aerospace manufacturer clients,
and the lengthy qualification
processes required to be able
to supply Airbus and Boeing’s
aircraft programmes. Only a
few manufacturers are qualified
to supply composite parts and
materials to these aerospace
customers.
UNITED STATES
What does it do?
Hilton is one of the largest hotel
brand owners globally. There are
6,000 hotel properties associated
with one of company’s fifteen
hotel banners. Hilton is an asset-
light franchisor, who takes a
percentage of the revenue from
hotels that use their brands as
opposed to owning the properties.
Why do we own it?
We see a lot of growth for
Hilton over the longer-term as
independent hotels increasingly
look to join branded chains like
Hilton. Being part of a chain
allows the hotel owner to charge
higher room rates and helps
boost occupancy (via loyalty
programmes and more marketing
clout). Hilton has 5% market share
of global hotel rooms, but 20%
share of new hotel openings,
highlighting that Hilton should
continue to outgrow the market as
small independent operators lose
share.
MARLIN PORTFOLIO COMPANIES CONTINUED
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Total Share ReturnTotal Share ReturnTotal Share Return
+23
%
IRELAND
What does it do?
Known as a contract research
organisation (CRO), Icon provides
specialised services in clinical trial
management for pharmaceutical
and biotechnology companies.
Why do we own it?
The increasing complexity and
regulatory requirements of clinical
trial management are forcing
pharmaceutical and biotechnology
companies all over the world
to seek the help of specialist
CROs such as Icon. Icon’s global
footprint and broad strengths in
clinical management make it one
of only a few companies qualified
to provide these services. Growth
is being driven by the shift to
outsourcing, growth in the number
of drugs being tested, and larger
trials required by regulatory bodies
such as the FDA.
+24
%
+3
%
UNITED STATES
What does it do?
Mastercard is the second largest
payment network in the world,
operating in 210 countries and
supporting more than 2 billion
cards across its network.
Why do we own it?
Mastercard’s growth outlook is
underpinned by the secular shift
to electronic payments and away
from cash, particularly in emerging
markets where Mastercard
has significant presence.
These structural growth drivers
combined with increasing margins
and high cash flow generation
supports a strong growth outlook
over the medium to long-term.
UNITED STATES
What does it do?
NVR is the 4th largest homebuilder
in the US. Unlike most
homebuilders, which are also land
developers, NVR focuses solely
on homebuilding, using options
to control land, which gives them
the right but not the obligation to
buy lots on a just-in-time basis.
NVR also differentiates itself from
peers by pre-fabricating frames,
roofs, staircases in one of its
eight manufacturing facilities.
Most of NVR competitors still do
everything on site.
Why do we own it?
NVR’s asset-light model,
central pre-fabrication and local
economies of scale allow NVR
to generate higher returns on
investment capital than peers and
grow without having to reinvest
much capital. Combined with
what is a very fragmented market
comprising many small players,
NVR’s competitive advantages
should allow it to deliver superior
returns and take market share for
many years to come.
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+67
%
Total Share ReturnTotal Share ReturnTotal Share Return
UNITED STATES
What does it do?
Signature Bank is a specialist
regional bank, lending largely
to wealthy families and private
businesses in New York and
California. They have a sticky
deposit base that comes from
managing transactional business
accounts for businesses like
law firms, accounting firms,
and property management
companies, a long track record
of growth and strong credit
control.
Why do we own it?
Signature Bank has an
uncomplicated relationship
driven business model and
growth algorithm. Its ability to
attract and retain senior bankers
from other banks through a
profit-sharing compensation
model has allowed them to grow
loans and deposits at close to
20% pa over the last 10 years.
It is still a relatively small bank
in a very large market and we
see many more years of growth
ahead.
UNITED STATES
What does it do?
PayPal is a global leader in online
payments, enabling frictionless
checkout for ecommerce as well
as peer-to-peer transfers and
international remittances. With
over 400 million users, PayPal is
rapidly becoming a must have tool
for online merchants.
Why do we own it?
We are attracted to PayPal due to
its broad based and sustainable
competitive advantages and
strong growth prospects. PayPal
has technology, scale and global
network advantages which give it
a considerable advantage over its
competitors. PayPal benefits from
continued growth in e-commerce
and peer-to-peer payments and
has significant optionality to
grow in areas like buy-now pay-
later, lending and other financial
services.
+134
%
+73
%
BRAZIL
What does it do?
StoneCo is a rapidly growing
payment service provider in Brazil
that allows small merchants to
accept digital payments in-store
and online. Stone was founded in
2012 in response to deregulation
in the Brazilian payments market.
Stone’s technology, service
and unique business model has
proven disruptive and enabled
them to gain significant market
share.
Why do we own it?
Digital payment penetration is
still low in Brazil, but is increasing
rapidly due to the shift away from
cash and growth in ecommerce.
We believe Stone will benefit from
this strong industry growth, but
also continue to take market share
from the bank-owned incumbents.
All considered we believe Stone is
an attractive founder-led business
with many years of growth ahead.
MARLIN PORTFOLIO COMPANIES CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
l
27
CHINA
What does it do?
Tencent is China’s largest online
gaming company with over 50%
market share and also owns WeChat,
the leading social network and
messaging platform with over a billion
users. The WeChat app is deeply
ingrained into daily life in China with
the average user spending an hour a
day on the platform doing everything
from messaging, social feeds, news
feeds, e-commerce, hailing cabs,
ordering food, booking travel, paying
utility bills and watching videos.
Tencent also has leading positions
in a range of adjacencies including
digital payments (WeChat Pay),
music & video streaming, and cloud
computing.
Why do we own it?
While Tencent’s core business is
its gaming business, the WeChat
platform is allowing it to create
significant value in adjacent areas
such as advertising and payments
which we do not think is fairly reflected
in the current share price. The digital
advertising opportunity in China
is large and rapidly growing, and
WeChat is ideally placed to capitalise
given it share of online time and ability
to connect businesses with users.
Payments is also a large opportunity in
a market where credit and debit cards
aren’t widely used and cash is rapidly
being displaced by WeChat Pay and
AliPay.
Total Share Return
+17
%
ALISTAIR RYAN MComm (Hons), FCA
Chair of the Board
Chair of Remuneration and Nominations Committee
Independent Director
For the past 10 years, Alistair Ryan has been a
professional director in the listed and unlisted sectors
in New Zealand. Prior to 2012, Alistair was a senior
executive with SKYCITY (various roles including CFO)
and, before SKYCITY, a partner with Ernst and Young
Auckland. He is a director of Barramundi, Kingfish and
a member of the FMA’s Audit Oversight Committee.
During 2020, Alistair retired as a director of Metlifecare
and Kiwibank. He is a Fellow of Chartered Accountants
Australia and New Zealand and his principal place of
residence is Auckland.
Alistair was first appointed to the Marlin board on
10 February 2012.
DAVID McCLATCHY BCom
Independent Director
David McClatchy is an experienced company
director who has extensive investment management
experience across New Zealand and international
markets over the last 35 years. David is a director of
Kingfish and Barramundi. Before returning to New
Zealand in 2019, David was Group Chief Investment
Officer for Insurance Australia Group and Director and
Head of IAG Asset Management. Prior to this, David
had a 16-year career with ING as Chief Executive and
Chair of ING Investment Management in Australia
and Chief Investment Officer and Director of ING
New Zealand. David’s principal place of residence is
Tauranga.
David McClatchy was first appointed to the Marlin
board on 1 July 2021.
CAROL CAMPBELL BCom, FCA, CMInstD
Chair of Audit and Risk Committee
Independent Director
Carol Campbell is an experienced company director
who has a sound understanding of efficient board
governance and extensive financial experience.
Carol is a director and Chair of the Audit and Risk
committees of Barramundi and Kingfish, and Chair
of the Audit and Risk committee of Marlin Global.
Carol also holds a number of directorships across
a broad spectrum of companies including T&G
Global, New Zealand Post, Chubb Insurance New
Zealand and NZME, where she is also the Chair of the
Audit and Risk Committees, and she is a director of
Kiwibank. Carol is a Fellow of Chartered Accountants
Australia and New Zealand. Carol had her own
chartered accountancy practice for 11 years after a
successful career as a partner at Ernst & Young for
over 25 years. Carol’s principal place of residence is
Auckland.
Carol was first appointed to the Marlin board on
5 June 2012.
ANDY COUPE LLB, CMInstD
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, Kingfish, Briscoe Group and
Coupe Consulting. He is also Chair of the New Zealand
Takeovers Panel and Chair of Television New Zealand.
Andy’s principal place of residence is Tamahere,
Hamilton.
Andy was first appointed to the Marlin board on
1 March 2013.
BOARD OF DIRECTORS
Alistair RyanAndy CoupeCarol CampbellDavid McClatchy
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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28
For the year ended 30 June 2021 and current
as at the date of this Annual Report
CORPORATE
GOVERNANCE STATEMENT
Marlin’s board recognises the importance of good
corporate governance and is committed to ensuring
that the Company meets best practice governance
principles to the extent that they are appropriate for
the nature of the Marlin operations. Strong corporate
governance practices encourage the creation of
value for Marlin shareholders, while ensuring the
highest standards of ethical conduct and providing
accountability and control systems commensurate with
the risks involved.
The board is responsible for establishing and
implementing the Company’s corporate governance
frameworks and is committed to fulfilling this role in
accordance with best practice having appropriate
regard to applicable laws, the NZX Corporate
Governance Code (“NZX Code”) and the Financial
Markets Authority Corporate Governance in New
Zealand - Principles and Guidelines. The board
oversees the management of Marlin, with the day-to-day
portfolio and administrative management responsibilities
of Marlin being delegated to Fisher Funds Management
Limited (“Fisher Funds” or “the Manager”).
Over the financial year ended 30 June 2021, Marlin
was in compliance with the NZX Code, with the
exception of recommendations 4.3
1
and 5.3
2
for the
reasons explained below in the commentary regarding
the relevant NZX Code principles. The alternative
governance practices adopted in respect of those
matters have the approval of the board.
The corporate governance policies and procedures, and
board and committee charters, are regularly reviewed
by the board against the corporate governance
standards set by NZX, any regulatory changes and
developments in corporate governance practices.
The Marlin constitution and each of the charters,
codes and policies referred to in this section are
available on the Marlin website (www.marlin.co.nz)
under the “About Marlin” “Policies” section.
Principle 1 – Code of ethical behaviour
Directors should set high standards of ethical
behaviour, model this behaviour and hold
management accountable for these standards being
followed throughout the organisation.
Code of Ethics & Standards of Professional
Conduct
Marlin’s Code of Ethics & Standards of Professional
Conduct details the ethical and professional behavioural
standards required of the directors and those employees
of the Manager who work on Marlin matters.
The Code of Ethics & Standards of Professional Conduct
covers a wide range of areas including: standards of
behaviour, conflicts of interest, proper use of Company
information and assets, compliance with laws and
policies, reporting concerns and receiving gifts.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics & Standards of
Professional Conduct is required to report it immediately
in accordance with the procedure set out in the Code of
Ethics & Standards of Professional Conduct.
Training on the Code of Ethics & Standards of
Professional Conduct is included as part of the
induction process for new directors and relevant
employees of the Manager.
The Code of Ethics & Standards of Professional
Conduct is also available on the Marlin website for
directors and staff to access at any time.
Securities Trading Policy
Marlin’s Securities Trading Policy details the restrictions
on persons nominated by Marlin (including its directors
and employees of the Manager who work on Marlin
matters) (“Nominated Persons”) on trading in Marlin
shares and other securities.
Nominated Persons, with the permission of the board
of Marlin, may trade in Marlin shares only during the
trading window commencing immediately after Marlin’s
weekly disclosure of its net asset value on the NZX
Limited (“NZX”) market announcement platform and
ending at the close of trading two days following the
net asset value disclosure.
Nominated Persons may not trade in Marlin shares
when they have price sensitive information that is not
publicly available.
The Securities Trading Policy is available on the Marlin
website.
1 –
Marlin does not have a formal environmental, social and governance (ESG) framework. However the Manager has a formal ESG
framework which governs its stock selection which the board is fully supportive of and committed to.
2 –
There is no CEO remuneration disclosure as Marlin delegates its management personnel requirements to Fisher Funds
pursuant to an Administration Services Agreement.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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29
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
interest 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
Marlin’s board operates under a written charter which
defines the respective functions and responsibilities of the
board, focusing on the values, principles and practices
that provide the corporate governance framework.
The board has overall responsibility for all decision
making within Marlin. The board is responsible for the
direction and control of Marlin and is accountable to
shareholders and others for Marlin’s performance and
its compliance with the appropriate laws and standards.
The board has delegated the day-to-day management of
Marlin to the Manager.
The board uses committees to address certain matters
that require detailed consideration. The board retains
ultimate responsibility for the function of its committees
and determines their responsibilities. The board is
assisted in meeting its responsibilities by receiving
reports and plans from the Manager and through its
annual work programme.
Directors have access to key employees of the Manager
who are connected to the activities of Marlin and can
request any information they consider necessary for
informed decision making.
The Board Charter is available on the Marlin website.
Nomination and appointment of directors
In accordance with Marlin’s constitution and NZX
Listing Rules, a director must not hold office without
re-election past the third annual meeting following his or
her appointment or three years (whichever is the longer).
A director appointed by the board must not hold office
(without re-election) past the next annual meeting
following his or her appointment. Procedures for the
appointment and removal of directors are contained
in Marlin’s constitution and the Board Charter.
The Remuneration and Nominations Committee is
responsible for identifying and nominating candidates to
fill director vacancies for board approval.
Written agreement
Marlin provides a letter of appointment to each
newly appointed director setting out the terms
of their appointment which they are required to
sign. The letter includes information regarding the
board’s responsibilities, expectations of directors
and independence, expected time commitments,
indemnity and insurance provisions, declaration of
interests and confidentiality. New directors are required
to formally 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, length of service and
attendance at board meetings is available on page 28
of this Annual Report and also on the Marlin website.
The board takes into account guidance provided
under the NZX Listing Rules and the factors specified
in the NZX Code in determining the independence
of directors. Director independence is considered
annually. Directors have undertaken to inform the
board as soon as practicable if they think their status
as an independent director has or may have changed.
As at 30 June 2021, the board considers that Alistair
Ryan (Chair), Carol Campbell, Andy Coupe and Carmel
Fisher are independent directors and therefore all of
the board are independent directors.
Information in respect of directors’ ownership interests
and changes to the board post 30 June 2021 are
available on page 63.
Diversity
Marlin has a formal Diversity Policy. The board views
diversity as including but not being limited to, skills,
qualifications, experience, gender, race, age, ethnicity
and cultural background. The board recognises that
having a diverse board will enhance effectiveness in
key areas.
All appointments to the board are based on merit
and include consideration of the board’s diversity
needs, including gender diversity. Under the Diversity
Policy, the principal measurable diversity objective is
to embed gender diversity as an active consideration
in all succession planning for board positions. The
board assesses annually both the objectives set out
in the Diversity Policy and the Company’s progress in
achieving them. During the financial year to 30 June
2021, there were no appointments to the board.
Refer to page 63 for changes made to the board post
the 30 June 2021 year end.
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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30
The board’s gender composition as at the two most
recent annual balance dates was as follows:
NumberProportion
2021FemaleMaleFemaleMale
Directors2250%50%
NumberProportion
2020FemaleMaleFemaleMale
Directors2250%50%
The board believes that Marlin achieved the objectives
set out in its Diversity Policy for the year ended 30 June
2021.
The Diversity Policy is available on the Marlin website.
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. The review includes
an assessment of whether appropriate training has
been received by directors. 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.
Independent Chair and separation of the Chair
and Chief Executive
The Chair of the Board is an independent director. Marlin
delegates its management personnel requirements to
the Manager pursuant to an Administration Services
Agreement. The Chair of the Board is a different person
to the Chief Executive of the Manager.
Principle 3 – Board committees
The board should use committees where this will
enhance its effectiveness in key areas, while still
retaining board responsibility.
The board has three standing committees: the
Audit and Risk Committee, the Remuneration
and Nominations Committee and the Investment
Committee.
Each committee operates under a charter approved by
the board. The charter of each committee is reviewed
annually.
Director meeting attendance
A total of ten board meetings, two Audit and Risk
Committee meetings, one Remuneration and
Nominations Committee meeting and two Investment
Committee meetings were held in the 2021 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
10/102/21/12/2
Andy
Coupe
10/102/21/12/2
Carmel
Fisher
10/102/21/12/2
Alistair
Ryan
10/102/21/12/2
During the financial year ended 30 June 2021, the
board of Marlin responded to the impact of the
Covid-19 pandemic by holding additional meetings
with the Manager.
Audit and Risk Committee
The Audit and Risk Committee Charter sets out the
objectives of the Audit and Risk Committee, which
are to provide assistance to the board in fulfilling
its responsibilities in relation to the Company’s
financial reporting, internal controls structure, risk
management systems and the external audit function.
The Audit and Risk Committee Charter is available on
the Marlin website.
The Audit and Risk Committee focuses on audit
and risk management and specifically addresses
responsibilities relative to financial reporting and
regulatory compliance.
The Audit and Risk Committee is accountable for
ensuring the performance and independence of the
external auditor, including that the external auditor or
lead audit partner is changed at least every five years.
The Audit and Risk Committee also reviews the
appropriateness of any non-audit services and
recommends to the board which services, other
than the statutory audit, may be provided by
PricewaterhouseCoopers as auditor.
The external 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,
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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31
both of whom are independent directors. During
the year, the Audit and Risk Committee held private
sessions with the external auditor.
The Audit and Risk Committee currently comprises
all of the directors and is chaired by Carol Campbell.
The Audit and Risk Committee may invite the
Corporate Manager and/or other employees of the
Manager and such other persons, including the
external auditor, to attend meetings, 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 committees.
The Remuneration and Nominations Committee
currently comprises all of the directors and is chaired by
Alistair Ryan.
The Remuneration and Nominations Committee may
invite the Corporate Manager and/or other employees
of the Manager and such other persons, including the
external auditor, to attend meetings as it considers
necessary to provide appropriate information and
explanations.
The Remuneration and Nominations Committee
Charter is available on the Marlin website.
Investment Committee
The Investment Committee Charter sets out the
objective of the Investment Committee, which is to
oversee the investment management of Marlin to
ensure the portfolio is managed in accordance with
the investment mandate and with the long-term
performance objectives of Marlin. The Investment
Committee Charter is available on the Marlin website.
The Investment Committee currently comprises all of
the directors and is chaired by Andy Coupe.
Takeover response protocols
The board has adopted a formal Takeover
Response Protocol as an internal framework that
sets out the process to be followed if there is a
takeover offer for Marlin.
Principle 4 – Reporting and disclosure
The board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures.
Continuous Disclosure
Marlin is committed to promoting investor
confidence by providing complete and equal
access to information in accordance with the NZX
Listing Rules. Marlin has a Continuous Disclosure
Policy designed to ensure this occurs and a copy
of the policy is available on the Marlin website. The
Corporate Manager is responsible for overseeing
and co-ordinating disclosure to the exchange
Charters and policies
Marlin’s key corporate governance documents,
including its Code of Ethics & Standards of
Professional Conduct, board and committee
charters and other policies, are available on the
Marlin website under the “About Marlin” “Policies”
section.
Financial Reporting
Marlin believes its financial reporting is balanced,
clear and objective. Marlin is committed to
ensuring integrity and timeliness in its financial and
non-financial reporting and ensuring the market
and shareholders are provided with an objective
view on the performance of the Company.
The Audit and Risk Committee oversees the
quality and integrity of external financial reporting,
including the accuracy, completeness and
timeliness of financial statements. The Audit and
Risk Committee reviews half-yearly and annual
financial statements and makes recommendations
to the board concerning accounting policies,
areas of judgement, compliance with accounting
standards, stock exchange and legal requirements
and the results of the external audit.
As at 30 June 2021, Marlin did not have a formal
environmental, social and governance (ESG)
framework. Marlin considers that, given the nature
of its operations (as an investment company), it
is not appropriate to maintain an ESG framework
due to the lack of available metrics relevant to
its business against which it could report on
such matters. Marlin will continue to assess
the relevance of adopting an ESG framework.
However, the Manager has a formal ESG
framework which governs its stock selection, which
the board is fully supportive of and committed to.
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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32
In April 2021, the New Zealand Government
introduced a Bill to Parliament to mandate climate-
related financial disclosures. This new reporting
requirement will impact the reporting of most NZX
listed issuers, as well as large registered banks,
licensed insurers and managers of investment
schemes. The new legislation is based on the
recommendations of the Taskforce on Climate-related
Financial Disclosures (TCFD), which will bring the New
Zealand financial reporting regarding climate risk into
line with similar reporting requirements already being
adopted around the world. The board will determine
the appropriate climate risk reporting for Marlin once
the legislative changes have been finalised.
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 for directors, the review
process and reporting requirements. The Director
Remuneration Policy is available on the Marlin website.
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.
Each year, the Remuneration and Nominations
Committee reviews the level of directors’ fees. The
Remuneration and Nominations Committee considers
the skills, performance, experience and level of
responsibility of directors when undertaking the review
and is authorised to obtain independent advice on
market conditions.
The following table sets out the remuneration received
by each director from Marlin for the year ended 30
June 2021.
Directors’ remuneration* for the 12 months
ended 30 June 2021
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$32,500
(4)
*excludes GST
(1) $4,972 of this amount was applied to the purchase of
4,361 shares under the Marlin Share Purchase Plan.
(Alistair Ryan holds in excess of the 50,000 share
threshold set out in the director Share Purchase Plan but
has elected to continue in the plan.)
(2) Included in this total amount is $5,000 that Carol Campbell
receives as Chair of the Audit and Risk Committee. $3,727
of this amount was applied to the purchase of 3,269
shares under the Marlin Share Purchase Plan. (Carol
Campbell holds in excess of the 50,000 share threshold
set out in the director Share Purchase Plan but has
elected to continue in the plan).
(3) Included in this total amount is $5,000 that Andy Coupe
receives as Chair of the Investment Committee. $3,727 of
this amount was applied to the purchase of 3,269 shares
under the Marlin Share Purchase Plan. (Andy Coupe holds
in excess of the 50,000 share threshold set out in the
director Share Purchase Plan but has elected to continue
in the plan).
(4) Carmel Fisher is a substantial Marlin shareholder and has
holdings in excess of the 50,000 share threshold set out
in the director Share Purchase Plan. (Details of director
holdings can be found in the Statutory Information
section on page 63).
Details of remuneration paid to directors are also
disclosed in note 11 to the financial statements for the
financial year ended 30 June 2021. The directors’ fees
disclosed in the financial statements include a portion of
non-recoverable GST expensed by Marlin.
There are no retirement benefits for directors nor are
there any share options available for directors.
Directors’ Shareholding - Share Purchase Plan
A Share Purchase Plan was introduced by the board
in 2012 which requires each director to allocate 10% of
their annual director’s fee to the purchase (on market) of
Marlin shares. Once an individual director’s shareholding
reaches 50,000 shares, the director can elect whether
to continue with the plan. The intention of the Share
Purchase Plan is to further align the interests of directors
with those of shareholders.
Officer Remuneration
Marlin delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement. For this reason,
Marlin does not have a Chief Executive Officer and it
does not consider it appropriate to make disclosures
about remuneration for the Manager’s personnel
or include those personnel in the application of the
Company’s remuneration policies. The fees paid to
Fisher Funds for administration services are set out in
note 11 to Marlin’s financial statements for the financial
year ended 30 June 2021.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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33
Principle 6 – Risk management
Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The board should regularly verify that
the issuer has appropriate processes that identify
and manage potential and material risks.
Risk management framework
The board has overall responsibility for Marlin’s system
of risk management and internal control. Marlin has
in place policies and procedures to identify areas of
significant business risk and implements procedures
to manage those risks effectively.
Key risk management tools used by Marlin include the
Audit and Risk Committee function, outsourcing of
certain functions to service providers, internal controls,
financial and compliance reporting procedures and
processes and business continuity planning. Marlin
also maintains insurance policies that it considers
adequate to meet its insurable risks.
The board is actively involved in tracking the
development of existing risks and the emergence
of new risks to Marlin’s business. The Audit and
Risk Committee and board receive regular reports
on the operation of risk management policies and
procedures. Significant risks are discussed at each
board meeting, and/or as required.
In addition to Marlin’s policies and procedures in place
to manage business risks, the Manager has its own
comprehensive risk management policy. The board is
informed of any changes to the Manager’s policy.
The spread of Covid-19 has impacted economies
around the globe. In many countries, businesses have
been forced to cease or limit operations for extended
or indefinite periods of time. Global stock markets
have experienced greater than normal volatility and
there was significant market weakness during the early
stages of the pandemic.
During the financial year ended 30 June 2021, the
board of Marlin responded to the impact of the
Covid-19 pandemic by holding additional meetings
with the Manager to ensure that appropriate risk
management processes and procedures, including
the rigorous application of the STEEPP process, were
being maintained. The application of the STEEPP
process ensures stock selection, de-selection and the
in-depth testing of the stock assessment processes.
These additional meetings enabled the board to closely
oversee the portfolio management process undertaken
by the Manager as part of its mandated approach.
During the period of the initial first New Zealand
lockdown, when there was significant volatility in the
NZX, Marlin increased its usual weekly NAV reporting
from once per week on Thursdays, to twice per
week, with the NAVs published on both Mondays and
Thursdays. Marlin reverted to once per week NAV
reporting from mid-May 2020.
The duration and overall impact of the Covid-19
pandemic, as well as the effectiveness of government
and central bank responses, remains unclear at this
time. As such, it is not possible to reliably estimate the
duration and severity of these consequences, as well
as their impact on the financial position and results of
Marlin for future periods.
The preparation of Marlin’s financial statements for the
financial year ended 30 June 2021 has not required the
addition of any new judgements or estimates.
Health and Safety
The Manager operates under a Health and Safety
Policy. Under this policy, Fisher Funds assumes
responsibility for the health and safety of its employees.
Principle 7 – Auditors
The board should ensure the quality and
independence of the external audit process
Marlin’s Audit and Risk Committee makes
recommendations to the board on the appointment of the
external auditor. The Audit and Risk Committee monitors
the independence and effectiveness of the external
auditor and approves and reviews any non-audit services
performed by the external auditor. An External Auditor
Independence Policy, which documents the framework of
Marlin’s relationship with its external auditor, was adopted
in May 2018. This policy includes procedures:
(a) to sustain communication with Marlin’s external
auditor;
(b) to ensure that the ability of the external auditor to carry
out its statutory audit role is not impaired, or could
reasonably be perceived to be impaired;
(c) to address what, if any, services (whether by type
or level) other than their statutory audit roles may be
provided by the external auditor to Marlin; and
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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34
(d) to provide for the monitoring and approval by the
Audit and Risk Committee of any service provided
by the external auditor to Marlin other than in its
statutory audit role.
The Audit and Risk Committee meets with the external
auditor, without management present, to approve its
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 external auditor.
Marlin’s current external auditor,
PricewaterhouseCoopers (“PwC”), was appointed
by shareholders at the 2007 annual meeting in
accordance with the provisions of the Companies Act
1993. PwC is automatically reappointed as auditor
under Part 11, Section 207T of the Companies Act at
the Annual Shareholders’ Meeting, except in limited
circumstances.
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 have
not compromised PwC’s independence. Written
confirmation of PwC’s independence has been
obtained by the board.
PwC, as external auditor of the 2021 financial
statements, will attend this year’s Annual Shareholders’
Meeting and will be available to answer questions
about the conduct of the audit, preparation and
content of the auditor’s report, accounting policies
adopted by Marlin and their independence in relation to
the conduct of the audit.
Marlin does not have an internal audit function,
however the Company regularly reviews all areas of
risk management and focuses on all operating and
compliance risk obligations. Marlin delegates day-to-
day management responsibilities to the Manager and
the Corporate Manager is responsible for managing
operational and compliance risks across Marlin’s
business and reporting on those matters to the board
as needed.
Principle 8 – Shareholder rights and relations
The board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the is su e r.
Information for shareholders
The board recognises the importance of providing
shareholders with comprehensive, timely and equal
access to information about its activities. The board
aims to ensure that shareholders have available to
them all information necessary to assess Marlin’s
performance.
Marlin’s website, www.marlin.co.nz, provides
information to shareholders and investors about the
Company. Marlin’s ‘Investor Centre’ part of its website
contains a range of information including periodic
and continuous disclosures to NZX, annual reports
and content related to the Annual Shareholders’
Meeting. The website also contains information about
Marlin’s directors, copies of key corporate governance
documents and general company information.
The board recognises that other stakeholders may
have an interest in Marlin’s activities. While there are
no specific stakeholders’ interests that are currently
identifiable, Marlin will continue to review policies in
consideration of future interests.
Communicating with shareholders
Marlin communicates regularly with its shareholders
through its monthly and quarterly updates. The
Company receives questions from shareholders
from time to time and has processes in place to
ensure shareholder communications are responded
to within a reasonable timeframe. The Company’s
website sets out Marlin’s appropriate contact details
for communications from shareholders. Marlin also
provides options for shareholders to receive and send
communications by post or electronically.
Shareholder voting rights
When required by the Companies Act 1993, Marlin’s
Constitution and the NZX Listing Rules, Marlin will refer
decisions to shareholders for approval. Marlin’s policy
is to conduct voting at its shareholder meetings by way
of poll and on the basis of one share, one vote.
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Notice of annual meeting
The 2021 Marlin Notice of Annual Meeting will be sent
to shareholders at least 20 working days prior to the
meeting and will be published on the Marlin website.
Subject to any Covid-19 restrictions which prevent the
Company from holding a physical meeting, this year’s
meeting will be held at 10.30am on 8 November
2021, at the Ellerslie Event Centre in Auckland. Full
participation of shareholders is encouraged at the
Shareholders’ Annual Meeting and shareholders are
encouraged to submit questions in writing prior to the
meeting.
Management Agreement Renewal
The Management Agreement between Marlin and
Fisher Funds is subject to renewal every five years.
The Management Agreement is next subject to
renewal in 2022.
NZX Waivers
Marlin outsources all investment management
functions and administration services to the Manager
under the Management Agreement entered into when
Marlin first listed. The Management Agreement has
been amended to reflect the evolving relationship
between Marlin and the Manager, 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 Marlin across staff utilisation and costs.
There was no substantive change to the nature or
scope of services or the actual costs payable.
Marlin was granted a waiver by NZX Regulation on 30
May 2017 from (pre 1 January 2019) NZX Listing Rule
9.2.1 so that it is not required to obtain shareholder
approval for the entry into the Administration
Services Agreement and specific amendments to
the Management Agreement. The waiver is provided
on the conditions specified in paragraph 2 of the
waiver decision, which is available on the Marlin
website: www.marlin.co.nz/investor-centre/market-
announcements/.
Capital raisings
Marlin Warrant Issue (MLNWD)
On 6 November 2020, Marlin warrant holders had the
option to convert their warrants into ordinary Marlin
shares at an exercise price of $0.86 per warrant. On
the same day, Marlin shares were trading on-market at
$1.20, a 39.5% premium to the exercise price.
Warrant holders took advantage of this discount, with
33,399,590 warrants out of a possible 37,252,688
warrants (90%) being converted into Marlin shares.
The new shares were allotted to warrant holders on 11
November 2020. All new shares have the same rights
as current Marlin shares, including participating in the
company’s quarterly dividend policy.
The remaining 3,853,098 warrants which were not
exercised lapsed, and all rights in regards to them
expired.
The additional funds were invested in Marlin’s
investment portfolio of stocks, in similar proportions to
the existing portfolio.
Marlin Warrant Issue (MLNWE)
On 17 May 2021, Marlin issued 47,256,870 warrants to
shareholders based on a record date of 14 May 2021.
Marlin shareholders were issued one warrant for every
four shares held. Each warrant gives shareholders
the right, but not the obligation, to subscribe for one
additional share in Marlin on the 20 May 2022 exercise
date.
The exercise price will be $1.28 less any dividends per
share declared by the Company with a record date
between 17 May 2021 and the announcement of the 20
May 2022 exercise price. The final exercise price will be
calculated and advised to warrant holders at least six
weeks before the exercise date.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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For the year ended 30 June 2021
DIRECTORS’ STATEMENT
OF RESPONSIBILITY
We present the financial statements for Marlin Global Limited for the year ended 30 June 2021.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the
Company as at 30 June 2021 and its financial performance and cash flows for the year ended on that date.
We have ensured that the accounting policies used by the Company comply with generally accepted
accounting practice in New Zealand and believe that proper accounting records have been kept. We have
ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.
We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and
detect fraud and other irregularities.
The Marlin board authorised these financial statements for issue on 23 August 2021.
Alistair Ryan Carol Campbell
David McClatchy Andy Coupe
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39Statement of Comprehensive Income
40Statement of Changes in Equity
41Statement of Financial Position
42Statement of Cash Flows
43Notes to the Financial Statements
57Independent Auditor's Report
FINANCIAL
STATEMENTS CONTENTS
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The accompanying notes form an integral part of these financial statements.
Notes 2021 2020
$000 $000
Interest income 6 16
Dividend income 612 635
Net changes in fair value of financial assets and liabilities2 7 7, 6 8 8 26,421
Other income/(losses)3 (244) (134)
Total net income 78,062 26,938
Operating expenses4 (6,556) (4,348)
Operating profit before tax 71,506 22,590
Total tax expense5 (2,326) (33)
Net operating profit after tax attributable to shareholders 6 9,18 0 22,557
Total comprehensive income after tax attributable to shareholders 6 9,18 0 22,557
Basic earnings per share739.55c15 .17c
Diluted earnings per share738.60c15.09c
STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
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STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
Attributable to shareholders of the company
Notes
Share
Capital
Retained
Earnings
Tot al
Equity
$000$000 $000
Balance at 1 July 2019 133,382 7, 2 27 140,609
Comprehensive income
Net operating profit after tax 0 22,557 22,557
Other comprehensive income 0 0 0
Total comprehensive income for the year ended 30 June 2020 0 22,557 22,557
Transactions with shareholders
Warrant issue costs6 (2) 0 (2)
Dividends paid6 0 (11,73 9 ) (11,73 9 )
New shares issued under dividend reinvestment plan6 4,730 0 4,730
Shares issued from treasury stock under dividend
reinvestment plan
6 9 0 9
Total transactions with shareholders for the
year ended 30 June 2020
4,737 (11,73 9 ) ( 7,0 0 2 )
Balance at 30 June 2020 13 8 ,119 18,045 15 6 ,16 4
Comprehensive income
Net operating profit after tax 0 6 9,18 0 6 9,18 0
Other comprehensive income 0 0 0
Total comprehensive income for the year ended 30 June 2021 0 6 9,18 0 6 9,18 0
Transactions with shareholders
Shares issued for warrants exercised6 28,652 0 28,652
Warrant issue costs6 (14) 0 (14)
Dividends paid6 0 (15,859) (15,859)
New shares issued under dividend reinvestment plan6 6,258 0 6,258
Total transactions with shareholders for the
year ended 30 June 2021
34,896 (15,859) 19,037
Balance at 30 June 2021 173,015 71,366 244,381
The accompanying notes form an integral part of these financial statements.
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STATEMENT OF
FINANCIAL POSITION
AS AT 30 June 2021
MARLIN GLOBAL LIMITED
Notes 2021 2020
$000 $000
SHAREHOLDERS' EQUITY244,38115 6 ,16 4
Represented by:
ASSETS
Current Assets
Cash and cash equivalents 10 5 ,10 2 2,640
Trade and other receivables 8 111 1,593
Financial assets at fair value through profit or loss 2 246,851 155,638
Current tax receivable5 0 58
Total Current Assets 252,064 159,929
Non-current Assets
Deferred tax asset5 0 1
Total Non-current Assets 0 1
TOTAL ASSETS 252,064 159,930
LIABILITIES
Current Liabilities
Trade and other payables 9 3,227 3,309
Financial liabilities at fair value through profit or loss 2 2,277 457
Current tax payable5 2,179 0
Total Current Liabilities 7,6 8 3 3,766
TOTAL LIABILITIES 7,6 8 3 3,766
NET ASSETS 244,381 15 6 ,16 4
These financial statements have been authorised for issue for and on behalf of the Board by:
A B Ryan C A Campbell
Chair Chair of the Audit and Risk Committee
23 August 2021 23 August 2021
The accompanying notes form an integral part of these financial statements.
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STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
Notes 2021 2020
$000 $000
Operating Activities
Sale of listed equity investments 85,825 66,965
Interest received 6 18
Dividends received 643 648
Other expenses (438) (174)
GST refund 198 0
Purchase of listed equity investments (105,043) (55,653)
Operating expenses ( 5 ,12 0 ) (2,803)
Ta xe s pa id (88) (418)
Net settlement of forward foreign exchange contracts 7, 4 3 3 (1,906)
Net cash (outflows)/inflows from operating activities10 (16,584) 6,677
Financing Activities
Proceeds from warrants exercised 28,652 0
Warrant issue costs (14) (2)
Dividends paid (net of dividends reinvested) (9,601) (7,000)
Net cash inflows/(outflows) from financing activities 19,037 ( 7,0 0 2 )
Net increase/(decrease) in cash and cash equivalents held 2,453 (325)
Cash and cash equivalents at beginning of the year 2,640 2,941
Effects of foreign currency translation on cash balance 9 24
Cash and cash equivalents at end of the year10 5 ,10 2 2,640
The accompanying notes form an integral part of these financial statements.
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NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
NOTE 1 BASIS OF ACCOUNTING
Reporting Entity
Marlin Global Limited (“Marlin” or “the Company”) is listed on the NZX Main Board, is registered in
New Zealand under the Companies Act 1993 and is a FMC Reporting Entity under the Financial
Markets Conduct Act 2013.
The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7
of the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand
Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS) as appropriate for profit entities, and
International Financial Reporting Standards (IFRS).
The financial statements have been prepared on the historical cost basis, except for financial assets
and liabilities at fair value through profit or loss.
The functional and reporting currency used to prepare the financial statements is New Zealand
dollars, rounded to the nearest one thousand dollars.
The operating expenses include GST where it is charged by other parties as it cannot be reclaimed.
The impact of COVID-19 on the Company’s financial statements was considered and, other than
the impact of the post COVID-19 recovery on investment fair value gains, there have been no other
impacts on the Company’s financial reporting.
Foreign Currency Transactions and Translations
Foreign currency transactions are converted into New Zealand dollars using exchange rates
prevailing at transaction date. Foreign currency assets and liabilities are translated into New Zealand
dollars using the exchange rates prevailing at the balance date.
Foreign exchange gains or losses relating to the financial assets and liabilities at fair value through
profit or loss are presented in the Statement of Comprehensive Income within “Net changes in fair
value of financial assets and liabilities”.
Foreign exchange gains and losses relating to cash and cash equivalents, trade and other
receivables, and trade and other payables are presented in the Statement of Comprehensive Income
within “Other income/(losses)”.
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.
There are no new accounting standards, amendments to standards and interpretations that have a
material impact on these financial statements. The same applies for any new standards, amendments
to standards and interpretations that have been issued but are not yet effective.
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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 1 BASIS OF ACCOUNTING CONTINUED
Critical Judgements, Estimates and Assumptions
The preparation of financial statements requires the directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. Judgements are designated by a
j
symbol in the notes to the financial statements.
There were no material estimates or assumptions required in the preparation of these financial
statements.
Authorisation of Financial Statements
The Marlin Board of Directors authorised these financial statements for issue on 23 August 2021.
No party may change these financial statements after their issue.
NOTE 2 FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE
THROUGH PROFIT OR LOSS
j
Given that the investment portfolio is managed, and performance is evaluated, on a fair value basis
in accordance with a documented investment strategy, Marlin has classified all of 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 financial assets and liabilities are recognised in the
Statement of Comprehensive Income.
Financial liabilities at fair value through profit or loss comprise forward foreign exchange contracts
with negative value.
Financial liabilities at fair value through profit or loss comprise forward foreign exchange contracts
with negative value.
Forward foreign exchange contracts can be used as economic hedges for equity investments
against currency risk. They are accounted for on the same basis as those investments and are
recognised at their fair value.
All purchases and sales of investments are recognised at trade date, which is the date the
Company commits to purchase or sell the investment and transaction costs are expensed as
incurred. When an investment is sold, any gain or loss arising on the sale is included in the
Statement of Comprehensive Income. Realised gains or losses are calculated as the difference
between the sale proceeds and the carrying amount of the item.
The fair value of listed equity investments traded in active markets are based on last sale prices
at balance date, except where the last sale price falls outside the bid-ask spread for a particular
investment, in which case the bid price will be used to value the investment.
The fair value of forward foreign exchange contracts is determined by using valuation techniques
based on spot exchange rates and forward points supplied by The World Markets Company PLC
via Refinitiv.
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 in an active market, the investments are categorised as Level 1. When significant inputs
derived from quoted prices are used, theinvestments are categorised as Level 2. If significant
inputs are not based on observable market data, they are categorised as Level 3.
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j
All listed equity investments held by Marlin are categorised as Level 1 and all forward foreign
exchange contracts are classified as Level 2 in the fair value hierarchy. There have been no
transfers between levels of the fair value hierarchy during the year (2020: none).
There were no financial instruments classified as Level 3 at 30 June 2021 (2020: none).
20212020
$000$000
Financial assets and liabilities at fair value through profit or loss
Financial Assets:
International listed equity investments 246,847 155,625
Forward foreign exchange contracts 4 13
Total financial assets at fair value through profit or loss 246,851 155,638
Financial Liabilities:
Forward foreign exchange contracts 2,277 457
Total financial liabilities at fair value through profit or loss 2,277 457
Net changes in fair value of financial assets and liabilities
International listed equity investments 79,980 25,047
Foreign exchange (losses)/gains on equity investments (7,897) 4,920
Gains/(losses) on forward foreign exchange contracts 5,605 (3,546)
Net changes in fair value of financial assets and liabilities
through profit or loss
77,6 8 8 26,421
The fair value of 6 stocks was determined using the bid price (2020: 7 stocks).
The notional value of forward foreign exchange contracts held at 30 June 2021 was $113,445,741
(2020: $76,609,790).
NOTE 3 OTHER (LOSSES)/INCOME
2021 2020
$000$000
GST refund (note 11) 198 0
Foreign exchange losses on cash and cash equivalents and outstanding
settlements
(442) (134)
Total other losses (244) (134)
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NOTE 4 OPERATING EXPENSES
2021 2020
$000$000
Management fee (note 11) 2,607 1,897
Performance fee (note 11) 2,883 1,582
Administration services (note 11) 159 159
Directors' fees (note 11) 176 175
Brokerage 298 191
Investor relations and communications 132 101
Custody and accounting fees 99 55
NZX fees 60 56
Professional fees 41 44
Fees paid to the auditor:
Statutory audit and review of financial statements 38 36
Non-assurance services
1
2 2
Regulatory fees 16 14
Other operating expenses 45 36
Total operating expenses 6,556 4,348
1
Non-assurance services in the prior year relate to agreed upon procedures performed in respect of the
performance fee calculation. No other fees were paid to the auditor.
NOTE 5 TA X ATION
Marlin is a Portfolio Investment Entity (“PIE”) for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantively 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.
FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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2021 2020
$000$000
Taxation expense is determined as follows:
Operating profit before tax 71,506 22,590
Non-taxable realised gain on financial assets and liabilities (28,628) (20,676)
Non-taxable unrealised gain on financial assets and liabilities (43,221) (8,792)
Fair Dividend Rate income 8,965 7, 3 0 0
Exempt dividends subject to Fair Dividend Rate (616) (632)
Non-deductible expenses and other 307 208
Forfeit of tax credits 0 326
Prior period adjustment (1) (207)
Tax losses utilised (4) 0
Taxable income 8,308 117
Tax at 28% 2,326 33
Taxation expense comprises:
Current tax 2,327 0
Deferred tax 0 0
Forfeit of tax credits 0 91
Prior period adjustment (1) (58)
Total tax expense 2,326 33
Current tax balance
Opening balance 58 (327)
Prior period adjustment 0 58
Current tax movements (2,327) 0
Ta x pa id 0 327
Credits used 88 0
Losses utilised 2 0
Current tax (payable)/receivable (2,179) 58
Deferred tax balance
Opening balance 1 0
Current year losses 0 0
Tax credits (1)
Other 0 1
Deferred tax asset 0 1
j
A deferred tax asset is recognised only if it is probable that future tax profits will be available to
utilise against the deferred tax asset.
Imputation credits
The imputation credits available for subsequent reporting periods total $2,179,877 (2020: $nil). This
amount represents the balance of the imputation credit account at the end of the reporting period,
adjusted for imputation credits that will arise from the receipt of dividends recognised as a receivable
at 30 June 2021.
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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 6 SHAREHOLDERS’ EQUITY
Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares and warrants are shown in equity as a deduction.
When shares are acquired by the Company, the amount of consideration paid is recognised
directly in equity. Acquired shares are classified as treasury stock and presented as a deduction
from share capital. When treasury stock is subsequently sold or reissued, the cost of treasury
stock is reversed and the realised gain or loss on sale or reissue, net of any directly attributable
incremental transaction costs, is recognised within share capital.
Marlin has 190,259,965 fully paid ordinary shares on issue (2020: 151,897,797). All ordinary shares
rank equally and have no par value. All shares carry an entitlement to dividends and one vote is
attached to each fully paid ordinary share.
Buybacks
Marlin maintains an ongoing share buyback programme. For the year ended 30 June 2021, Marlin did
not acquire any shares (2020: nil) 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 no shares held as treasury stock at balance date (2020: nil).
Warrants
On 17 May 2021, 47,256,870 new Marlin warrants were allotted, and quoted on the NZX Main Board
on 18 May 2021. One new warrant was issued to all eligible shareholders for every four shares held
on record date (14 May 2021). The warrants are exercisable at $1.28 per warrant, adjusted down for
dividends declared during the period up to the exercise date of 20 May 2022. Warrant holders can
elect to exercise some or all of their warrants on the exercise date. The net cost of issuing the warrants
of $13,644 is deducted from share capital.
On 6 November 2020, 33,399,590 warrants valued at $28,723,647, less exercise costs of $71,879 (net
$28,651,768), were exercised at $0.86 per warrant, and the remaining 3,853,098 warrants lapsed.
Dividends
Dividend distributions to the Company’s shareholders are recognised as a liability in the financial
statements in the period in which the dividends are declared by the Marlin Board.
Marlin has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid
during the year comprised:
2021
$000
Cents per
share
2020
$000
Cents per
share
25 Sep 2020 3 ,12 9 2.0626 Sep 2019 2,830 1.93
18 Dec 2020 4,101 2.2019 Dec 2019 2,943 1.99
26 Mar 2021 4,149 2.2127 Mar 2020 3,043 2.04
25 Jun 2021 4,480 2.3726 Jun 2020 2,923 1.94
15,859 8.84 11,73 9 7. 9 0
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Dividend Reinvestment Plan
Marlin 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 30 June 2021, 4,962,578 ordinary shares totalling $6,258,001 (2020: 5,262,385 ordinary
shares totalling $4,738,947) were issued in relation to the plan for the quarterly dividends paid. To
participate in the dividend reinvestment plan, a completed participation notice must be received by
Marlin before the next record date.
NOTE 7 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares on issue during the year. Diluted
earnings per share assumes conversion of all dilutive potential ordinary shares in determining the
denominator. Potential ordinary shares include outstanding warrants.
2021 2020
Basic earnings per share
Profit attributable to owners of the Company ($'000) 6 9,18 0 22,557
Weighted average number of ordinary shares on issue net of treasury stock ('000) 174, 9 4 0 148,671
Basic earnings per share 39.55c 15 .17c
Diluted earnings per share
Profit attributable to owners of the Company ($'000) 6 9,18 0 22,557
Weighted average number of ordinary shares on issue net of treasury stock ('000) 174, 9 4 0 148,671
Diluted effect of warrants on issue ('000) 4,262 778
179, 20 2 149,449
Diluted earnings per share 38.60c 15.09c
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.
2021 2020
$000$000
Dividends receivable 0 2
Unsettled investment sales 0 1,441
Other receivables and prepayments 111 150
Total trade and other receivables 111 1,593
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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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.
2021 2020
$000$000
Dividends payable 28 0
Related party payable (note 11) 3 ,15 2 1,761
Unsettled investment purchases 0 1, 511
Other payables and accruals 47 37
Total trade and other payables 3,227 3,309
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.
2021 2020
$000$000
Cash - New Zealand dollars 4,606 989
Cash - International currency 496 1,651
Cash and Cash Equivalents 5 ,10 2 2,640
Reconciliation of Net Operating Profit after Tax to
Net Cash Flows from Operating Activities
Net operating profit after tax 6 9,18 0 22,557
Items not involving cash flows:
Unrealised gains on cash and cash equivalents (9) (24)
Unrealised gains on revaluation of investments (43,220) (8,792)
Unrealised losses on forward foreign exchange contracts 1,828 1,640
(41,401) ( 7,176 )
Impact of changes in working capital items
(Decrease)/increase in trade and other payables (82) 3,069
Decrease/(increase) in trade and other receivables 1,482 (1,446)
Change in current and deferred tax 2,238 (386)
3,638 1,237
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2021 2020
$000$000
Items relating to investments
Amount paid for purchases of investments (105,043) (55,653)
Amount received from sales of investments 85,825 66,965
Net amount paid on settlement of forward foreign exchange contracts 7, 4 3 3 (1,906)
Realised gains on investments (36,296) (19,267)
Increase/(decrease) in unsettled purchases of investments 1,519 (1,519)
Decrease in unsettled sales of investments (1,439) 1,439
(48,001) (9,941)
Net cash (outflows)/inflows from operating activities (16,584) 6,677
NOTE 11 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant
influence over the other party in making financial or operational decisions.
Transactions with related parties
The Manager of Marlin is Fisher Funds Management Limited (“Fisher Funds” or “the Manager”). Fisher
Funds is a related party by virtue of the Management Agreement. In return for the performance of its
duties as Manager, Fisher Funds is paid the following fees:
(i) Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly
and payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the
Manager’s interests with those of the Marlin shareholders. For every 1% underperformance (relative
to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by 0.1%,
subject to a minimum 0.75% per annum management fee.
(ii) Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST (2020:
15% plus GST) of excess returns over and above the performance fee hurdle return (being the
change in the NZ 90 Day Bank Bill Index plus 5%) subject to achieving the High Water Mark (“HWM”).
The total performance fee amount is subject to a cap of 1.25% of the adjusted net asset value (prior
to performance fee) and payment is settled fully in cash.
The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset
value per share (after adjustment for capital changes and distributions) at the end of any previous
calculation period in which a performance fee was payable, multiplied by the number of shares on
issue at the end of the period.
In accordance with the terms of the Management Agreement, when a performance fee is earned, it is
paid within 60 days of the balance date.
Performance fees paid to the Manager are recognised as an expense in the Statement of
Comprehensive Income in line with a typical operating expense.
For the year ended 30 June 2021, excess returns of $62,049,218 (2020: $15,586,074) were generated
and the net asset value per share before the deduction of a performance fee was $1.30 (2020: $1.04),
which exceeded the HWM after adjustment for capital changes and distributions of $0.92 (2020:
$0.88). Accordingly, the Company has expensed a capped performance fee of $2,883,200 in the
Statement of Comprehensive Income for the year ended 30 June 2021 (2020: $1,581,986).
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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 11 RELATED PARTY INFORMATION CONTINUED
(iii) Administration fee: Fisher Funds provides corporate administration services and a monthly fee
is charged.
2021 2020
$000$000
Fees earned by and accrued to the Manager for the year ending 30 June
Management fees 2,607 1,897
Performance fees 2,883 1,582
Administration services 159 159
Total fees earned by and accrued to the Manager 5,649 3,638
Fees payable to the Manager at 30 June
Management fees 255 166
Performance fees 2,884 1,582
Administration services 13 13
Total amount payable to the Manager 3 ,15 2 1,761
Investment transactions with related parties
Off-market transactions between Marlin and other funds managed by Fisher Funds take place for the
purposes of rebalancing portfolios without incurring brokerage costs. These transactions are conducted
after the market has closed at last sale price (on an arm’s length basis). Purchases for the year ended
30 June 2021 totalled $1,105,088 (2020: $nil) and sales totalled $494,166 (2020: $nil).
GST refund
On 30 April 2021, Fisher Funds received a GST refund plus use of money interest (UOMI) from the
Inland Revenue Department (“IRD”). The refund relates to the period 1 April 2004 to 31 July 2009 when
the Manager applied 15% GST on management fees, when a subsequent assessment confirmed the
Manager was entitled to charge only 1.5% GST on management fees. The total GST refund received by
the Manager on behalf of Marlin is $197,560, being overcharged GST refunded of $193,598 and plus
UOMI of $3,962.
The GST refund was received by Marlin in May 2021.
The GST refund and UOMI are excluded from any performance fee calculation, consistent with how
they have been treated in the past given they are not performance related income for the year.
Directors
The directors of Marlin are the only key management personnel and they are paid a fee for their
services. The directors’ fee pool is $157,500 (plus GST if any) per annum (2020: $157,500). The amount
paid to directors (inclusive of GST for three directors) is disclosed in note 4 under directors’ fees (all
directors earn a director’s fee).
The directors or their associates also held shares in the Company at 30 June 2021 and warrants during
the year. The table below shows a reconciliation of opening and closing share holdings and warrant
holdings for all directors or their associates:
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2021 2020
$000$000
Opening value of shares held by directors or their associates 3,605 957
Plus shares issued for warrants exercised 664 0
Plus other share purchases 2, 011 2,354
Less share sales 0 0
Plus share price movements 3,544 294
Closing value of shares held by directors or their associates 9,824 3,605
Opening value of warrants held by directors or their associates 75 0
Plus new warrants issued and price movements 503 75
Less warrants exercised (180) 0
Closing value of warrants held by directors or their associates 398 75
Dividends of $486,741 (2020: $252,721) were also received by directors or their associates as a result
of their shareholding.
NOTE 12 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment
activities, including market risk, credit risk and liquidity risk.
The Management Agreement between Marlin and Fisher Funds details permitted investments.
Financial instruments currently recognised in the financial statements also comprise cash and cash
equivalents, forward foreign exchange contracts, trade and other receivables and trade and other
payables.
Market Risk
All equity investments present a risk of loss of capital, often due to factors beyond the Company’s
control such as competition, regulatory changes, commodity price changes and changes in general
economic climates domestically and internationally. The Manager moderates this risk through
careful stock selection, diversification, and daily monitoring of the market positions. For corporate
governance purposes there is also regular reporting to the Board of Directors. In addition, the
Manager has to meet the criteria of authorised investments within the prudential limits defined in the
Management Agreement.
The country in which Marlin’s exposure is 10% or greater of the portfolio is the United States 88%
(2020: United States 87%).
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. One
company comprised more than 10% of Marlin’s total assets at 30 June 2021 (2020: none). Facebook
Inc. comprised 11% (2020: 7%) of Marlin’s total assets, and therefore fluctuations in the value of this
portfolio company will have a greater impact on the overall investments balance.
Interest Rate Risk
Interest rate risk is the risk of movements in interest rates. Surplus cash is held in interest bearing
foreign currency and New Zealand bank accounts. The Company is therefore exposed to the risk of
changes in interest income from movements in both international and New Zealand interest rates.
There is no hedge against the risk of movements in interest rates.
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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because
of changes in foreign exchange rates. The Company holds assets denominated in international
currencies and it is therefore exposed to currency risk as the value of assets held in international
currencies will fluctuate with changes in the relative value of the New Zealand dollar. The Company
mitigates this risk by entering into forward foreign exchange contracts as and when the Manager
deems it appropriate. At any time during the year the portfolio may be hedged by an amount deemed
appropriate by the Manager.
Sensitivity Analysis
The table below summarises the impact on net operating profit after tax and shareholders’ equity to
reasonably possible changes arising from market risk exposure at 30 June as follows:
2021 2020
$000$000
Price risk
1
International listed equity investmentsCarrying value 246,847 155,625
Impact of a 20% change in market prices: +/- 49,369 31,125
Interest rate risk
2
Cash and cash equivalentsCarrying value 5 ,10 2 2,640
Impact of a 1% change in interest rates: +/- 51 26
Currency risk
3
Cash and cash equivalentsCarrying value 496 1,651
Impact of a +10% change in exchange rates (45) (150)
Impact of a -10% change in exchange rates 55 183
International listed equity investmentsCarrying value 246,847 155,625
Impact of a +10% change in exchange rates (22,441) (14,148)
Impact of a -10% change in exchange rates 27,427 17, 2 9 2
Forward foreign exchange contractsCarrying value (2,273) (444)
Impact of a +10% change in exchange rates 10,378 6,965
Impact of a -10% change in exchange rates (12,684) (8,512)
Net foreign currency payables/receivablesCarrying value 101 36
Impact of a +10% change in exchange rates (9) (3)
Impact of a -10% change in exchange rates 11 4
1
A variable of 20% is considered appropriate for market price risk sensitivity analysis based on historical price
movements.
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 interest rate rather than a
percentage change in interest rate.
3
A variable of 10% was selected as this is a reasonably expected movement based on historic trends in exchange
rate movements.
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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.
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 and are
normally settled within three business days. Dividends receivable are due from listed international
companies and are normally settled within a month after the Ex-Dividend date. The Company
has cash and forward foreign exchange contracts with banks registered in New Zealand, and
internationally, which carry a minimum short-term credit rating of S&P AA- or equivalent.
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 balance date, cash at bank was held with
counterparties with a credit rating of S&P AA- or equivalent. Trade and other receivables 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.
The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the
Statement of Financial Position.
Other than cash at bank, short term unsettled trades and dividends receivable, there are no
significant concentrations of credit risk. The Company does not expect non-performance by
counterparties, therefore no collateral or security is required.
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. All
trade and other payables have contractual maturities of three months or less.
Liquidity to fund investment requirements can be augmented through the procurement of a debt
facility from a registered bank to a maximum value of 20% of the gross asset value of the Company.
There were no such debt facilities at 30 June 2021 (2020: nil).
All derivative financial liabilities held by the Company have contractual maturities of three months or
less.
There have been no subsequent events to suggest any issues with satisfying working capital and
investment requirements.
Capital Risk Management
The Company’s objective is to prudently manage shareholder capital (share capital, reserves,
retained earnings) and borrowings (if any).
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares
and secure borrowings in the short term.
The Company was not subject to any externally imposed capital requirements during the year.
Since announcing a long-term distribution policy in August 2010, the Company continues to pay 2%
of average net asset value each quarter.
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NOTE 13 NET ASSET VALUE
The audited net asset value per share of Marlin as at 30 June 2021 was $1.28 per share (2020:
$1.03), calculated as the net assets of $244,381,374 divided by the number of shares on issue of
190,259,965 (2020: net assets of $156,163,981 and shares on issue of 151,897,797).
NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES
There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2021
(2020: nil).
NOTE 15 FINANCIAL REPORTING BY SEGMENTS
The Company operates in a single operating segment, being international financial investment.
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 segment during the year.
NOTE 16 SUBSEQUENT EVENTS
The Board declared a dividend of 2.52 cents per share on 23 August 2021. The record date for this
dividend is 9 September 2021 with a payment date of 24 September 2021.
On 1 July 2021 Marlin appointed David McClatchy as an independent director. He replaced Carmel
Fisher, who retired from the board of directors on 6 August 2021.
There were no other events which require adjustment to, or disclosure, in these financial statements.
FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Our opinion
In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 30 June 2021, 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).
What we have audited
The financial statements comprise:
● the statement of financial position as at 30 June 2021;
● 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 and other
explanatory information.
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.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out an agreed-upon procedures engagement for the Company in relation to the
performance fee calculation. The provision of this service has not impaired our independence as
auditor of the Company.
Key audit matters
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. These matters were 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 these matters.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Our opinion
In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 30 June 2021, 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).
What we have audited
The financial statements comprise:
● the statement of financial position as at 30 June 2021;
● 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 and other
explanatory information.
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.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out an agreed-upon procedures engagement for the Company in relation to the
performance fee calculation. The provision of this service has not impaired our independence as
auditor of the Company.
Key audit matters
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. These matters were 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 these matters.
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PwC
Description of the key audit matter How our audit addressed the key audit matter
Valuation and existence of listed equity
investments
Listed equity investments (the
investments) are valued at $246.8 million
and represent 98% of total assets.
Further disclosures on the investments
are included in note 2 to the financial
statements.
This was an area of focus for our audit
and an area where a significant proportion
of audit effort was directed.
As at 30 June 2021, all investments were
in companies that were listed on
recognised stock exchanges and were
actively traded with readily available,
quoted market prices. The market prices
were quoted in foreign currencies, and
were then translated to New Zealand
dollars using the exchange rate at 30
June 2021.
All investments are held by Trustees
Executors Limited (the Custodian) on
behalf of the Company. Trustees
Executors Limited also provides
administration services for the Company.
Our audit procedures included updating our
understanding of the business processes employed by
the Company for accounting for, and valuing, its
investment portfolio.
We obtained confirmation from the Custodian that the
Company was the recorded owner of all the recorded
investments.
We obtained copies of and assessed Trustees
Executors Limited’s Internal Controls Reports for
Custody, Investment Accounting and Registry services
for the period from 1 April 2020 to 31 March 2021.
Trustees Executors Limited has confirmed that there
has been no material change to the control
environment in the period from 1 April 2021 to 30 June
2021.
We agreed the price for all investments held at 30
June 2021 and the exchange rate at which they
have been converted from foreign currencies to
New Zealand dollars to independent third-party
pricing sources.
No matters arose from the procedures performed.
Our audit approach
Overview
Materiality
Overall materiality: $1,221,000, which represents approximately
0.5% of net assets.
We chose net assets as the benchmark because, in our view, the
objective of the Company is to provide investors with a total return on
its assets, taking account of both capital and income returns.
Key audit matters As reported above, we have one key audit matter, being: Valuation
and existence of listed equity investments.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. 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.
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Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall 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, the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and in aggregate, on the financial statements as a whole.
How we tailored our audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements of the Company as a whole, taking into account the structure of the
Company, the Company’s investments and the accounting processes and controls.
The Company appointed Fisher Funds Management Limited as the Manager to provide investment
management services and administration services. The Company’s investments are held by the
Custodian who also provides accounting services.
In completing our audit, we performed relevant audit procedures over the control environment of the
Manager and the Custodian and to support our audit conclusions.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the annual report but does not include the financial statements and our
auditor's report thereon. 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 and we will not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
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.
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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/assurance-standards/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 Philip Taylor.
For and on behalf of:
Chartered Accountants
23 August 2021
Auckland
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Spread of Shareholders as at 9 August 2021
Holding Range# of Shareholders# of Shares% of Total
1 to 99919081,74 00.04
1,000 to 4,9995881,596,1600.84
5,000 to 9,9998095,428,2712.85
10,000 to 49,9992,09347,072,71824.74
50,000 to 99,99947432,504,83717. 0 8
100,000 to 499,99933262,802,74033.02
500,000 +3140,773,49921.43
TOTAL4,517190,259,965100%
20 Largest Shareholders as at 9 August 2021
Holder Name# of Shares% of Total
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>5,836,6063.07
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>4 , 8 8 7, 0 472.57
CUSTODIAL SERVICES LIMITED <A/C 4>3,826,8502.01
FNZ CUSTODIANS LIMITED3 , 0 61,16 81.61
ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS
<AJ & M SIMMONDS PARTNERSHIP A/C>
2,966,3991.56
NEW ZEALAND DEPOSITORY NOMINEE LIMITED
<A/C 1 CASH ACCOUNT>
2, 5 74,17 71.35
TAREWAI FISHING COMPANY LIMITED1,294,9140.68
THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN944,3570.50
LEVERAGED EQUITIES FINANCE LIMITED918,0480.48
JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER
JOHN CLARK <RIORDAN FAMILY A/C>
896,0000.47
RUSSEL ERNEST GEORGE CREEDY872,8480.46
PHILIP MICHAEL EDWARDES872,0220.46
JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED
<BRIAN CURRIE NO 2 FAMILY A/C>
848,9230.45
RUSSELL IAN MOLLER800,8000.42
MARGARET MASSEY765,9120.40
PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD
<JEM FAMILY A/C>
76 3 ,13 60.40
LAPAUGE LIMITED719,6150.38
LEO ADRIAN KOPPENS700,0000.37
BRIAN MAXWELL CURRIE & J D PATTERSON TRUSTEE LIMITED
<JANET CURRIE FAMILY A/C>
652,9270.34
FNZ CUSTODIANS LIMITED <DRP NZ A/C>646,5630.34
TOTAL34,848,31218.32
SHAREHOLDER INFORMATION
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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Spread of Warrant Holders as at 9 August 2021
Holding Range# of Warrant Holders# of Warrants% of Total
1 to 999600271,4890.57
1,000 to 4,9991,8 054,725,36510.00
5,000 to 9,9998315,804,91012.28
10,000 to 49,99984517, 0 9 1, 3 7 53 6 .17
50,000 to 99,999915,951,34712.59
100,000 to 499,999528,293,35517. 5 5
500,000 +55 ,119, 0 2 910.84
TOTAL4,22947, 2 5 6 , 870100%
20 Largest Warrant Holders as at 9 August 2021
Holder Name# of Warrants% of Total
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1, 4 5 9,15 23.09
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>1,332,0 652.82
CUSTODIAL SERVICES LIMITED <A/C 4>1,017,6502.15
FNZ CUSTODIANS LIMITED795,3761.68
NEW ZEALAND DEPOSITORY NOMINEE LIMITED
<A/C 1 CASH ACCOUNT>
514,78 61.0 9
ANTHONY FRANCIS O'DONNELL & EVONNE RUBY O'DONNELL
<A F & E R O'DONNELL A/C>
480,3181.02
TAREWAI FISHING COMPANY LIMITED318,4980.67
RAOUL JOHN DAROUX255,7750.54
JOHN RAPHAEL D'LIMA246,0300.52
LEVERAGED EQUITIES FINANCE LIMITED225,9130.48
RUSSEL ERNEST GEORGE CREEDY214,6 870.45
PHILIP MICHAEL EDWARDES214,4830.45
JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED
<BRIAN CURRIE NO 2 FAMILY A/C>
208,8020.44
THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN203,5250.43
ROLAND MARKUS BRUNNER201,9770.43
JOHN ALBERT GALT200,0000.42
JOHN GORDON KNIGHT & ALLISON KNIGHT200,0000.42
LEO ADRIAN KOPPENS200,0000.42
RUSSELL IAN MOLLER196,9660.42
PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD
<JEM FAMILY A/C>
18 7,7 0 20.40
TOTAL8,673,70518.35
SHAREHOLDER INFORMATION
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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Directors’ Relevant Interests in Equity Securities as at 30 June 2021
STATUTORY INFORMATION
Interests Register
Marlin is required to maintain an interests register in which the particulars of certain transactions and matters
involving the directors must be recorded. The interests register for Marlin is available for inspection at its registered
office. Particulars of entries in the interests register as at 30 June 2021 are as follows:
Ordinary SharesWarrants
Held DirectlyHeld by Associated
Persons
Held DirectlyHeld by Associated
Persons
A B Ryan
(1)
12,289122,5183,0233 0 ,13 5
C M Fisher
(2)
5,836,6061, 4 5 9,15 2
C A Campbell
(3)
10 3 ,13 225,367
R A Coupe
(4)
64,96515,979
(1)
A B Ryan purchased 4,361 shares on market in the year ended 30 June 2021 as per the Marlin share purchase plan
(purchase price $1.14). A B Ryan and associated persons acquired 8,637 shares in the year ended 30 June 2021, issued
under the dividend reinvestment plan (average issue price $1.27). A B Ryan exercised 23,115 warrants in the year ended 30
June 2021. A B Ryan and associated persons were allocated 33,158 warrants in the year ended 30 June 2021.
(2)
Associated persons of C M Fisher purchased 1,658,743 shares on market during the year ended 30 June 2021. Associated
persons of C M Fisher exercised 720,573 warrants in the year ended 30 June 2021. Associated persons of C M Fisher were
allocated 1,459,152 warrants in the year ended 30 June 2021.
(3)
C A Campbell purchased 3,269 shares on market in the year ended 30 June 2021 as per the Marlin share purchase plan
(purchase price $1.14). C A Campbell acquired 6,607 shares in the year ended 30 June 2021, issued under the dividend
reinvestment plan (average issue price $1.27). C A Campbell exercised 17,696 warrants in the year ended 30 June 2021. C A
Campbell was allocated 25,367 warrants in the year ended 30 June 2021.
(4)
R A Coupe purchased 3,269 shares on market in the year ended 30 June 2021 as per the Marlin share purchase plan
(purchase price $1.14). R A Coupe acquired 4,166 shares in the year ended 30 June 2021, issued under the dividend
reinvestment plan (average issue price $1.27). R A Coupe exercised 10,917 warrants in the year ended 30 June 2021. R A
Coupe was allocated 15,979 warrants in the year ended 30 June 2021.
Directors’ Indemnity and Insurance
Marlin has arranged Directors’ and Officers’ liability insurance covering directors acting on behalf of Marlin. Cover
is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful acts
committed while acting for Marlin. The types of acts that are not covered include dishonest, fraudulent, malicious
acts or omissions, and wilful breach of statute or regulations.
Marlin has granted an indemnity in favour of all current and future directors of the Company in accordance with its
constitution.
Directors Holding Office
Marlin’s directors as at 30 June 2021 were:
• A B Ryan (Chair)
• C M Fisher
• C A Campbell
• R A Coupe
During the year, there were no appointments to the board. However, on 19 April 2021, Carmel Fisher advised the
board of her intension to retire as a director of Marlin effective from 6 August 2021. As a result of Carmel Fisher’s
retirement, the board has appointed David McClatchy as an independent director of the Company effective from 1
July 2021. In accordance with the Marlin constitution and NZX Listing Rules, David will stand for election at the 2021
Annual Shareholders’ Meeting.
In accordance with the Marlin constitution, at the 2020 Annual Shareholders’ Meeting, Andy Coupe retired by
rotation and being eligible was re elected. Carol Campbell retires by rotation at the 2021 Annual Shareholders’
Meeting and being eligible, offers herself for re-election.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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Directors’ Relevant Interests
The following are relevant interests of Marlin’s Directors as at 30 June 2021:
A B RyanKingfish LimitedChair
Barramundi Limited Chair
FMA Audit Oversight CommitteeMember
C M Fisher Kingfish LimitedDirector
Barramundi LimitedDirector
Rembrandt SuitsDirector
C A CampbellKingfish LimitedDirector
Barramundi 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 LtdDirector
Chubb Insurance New Zealand LimitedDirector
R A CoupeKingfish LimitedDirector
Barramundi LimitedDirector
New Zealand Takeovers PanelChair
Coupe Consulting LimitedDirector
Briscoe Group Limited Director
Television New Zealand LimitedChair
STATUTORY INFORMATION CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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Auditor’s Remuneration
During the 30 June 2021 year, the following amounts were paid/payable to the auditor,
PricewaterhouseCoopers New Zealand.
$000
Statutory audit and review of financial statements38
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
Marlin did not make any donations during the year ended 30 June 2021.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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Registered Office
Marlin Global Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
Directors
Independent Directors
Alistair Ryan (Chair)
Carol Campbell
Andy Coupe
David McClatchy
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
A u c k l a n d 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
For more information
For enquiries about transactions, changes of address and dividend payments, contact the share registrar
above. Alternatively, to change your address, update your payment instructions and to view your investment
portfolio including transactions online, please visit: www.investorcentre.com/NZ
For enquiries about Marlin contact
Marlin Global Limited
Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 93502, Takapuna, Auckland 0740
Phone: +64 9 484 0365 | Email: enquire@marlin.co.nz
Auditor
PricewaterhouseCoopers
New Zealand
Level 27
P w C Towe r
15 Customs Street West
Auckland 1010
Solicitor
Bell Gully
Level 21
48 Shortland Street
Auckland 1010
Banker
ANZ Bank New Zealand Limited
23 – 29 Albert Street
Auckland 1010
Nature of Business
The principal activity of
Marlin is investment in
quality, growing companies
based outside New Zealand
and Australia.
The information contained in this annual report is provided for information purposes only and does not constitute an offer,
invitation, basis for a contract, financial advice, other advice or recommendation to conclude any transaction for the purchase
or sale of any security, loan or other instrument. In particular, the information contained in this annual report is not financial
advice for the purposes of the Financial Markets Conduct Act 2013, as amended and should not be relied upon when making
an investment decision. Professional financial advice from a financial adviser should be taken before making an investment.
DIRECTORY
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2021
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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.