Kingfish 2022 Annual Report
ANNUAL REPORT
2022
31 MARCH
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ANNUAL REPORT
2022
CALENDAR
Next Dividend Payable
23 JUNE 2022
Annual Shareholders’ Meeting
Ellerslie Event Centre, Auckland
5 AUGUST 2022, 10:30AM
Interim Period End (1H23)
30 SEPTEMBER 2022
03About Kingfish
06Directors’ Overview
10Manager’s Report
18The STEEPP Process
20Kingfish Portfolio Stocks
26Board of Directors
27Corporate Governance Statement
34Directors’ Statement of Responsibility
35Financial Statements
53Independent Auditor’s Report
57Shareholder Information
59Statutory Information
62Directory
CONTENTS
Andy Coupe
Chair
Carol Campbell
Director
This report is dated 24 June 2022 and is
signed on behalf of the Board of Kingfish
Limited by Andy Coupe, Chair, and
Carol Campbell, Director.
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ANNUAL REPORT
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ABOUT KINGFISH
Kingfish Limited (“Kingfish” or “the Company”) is a listed investment
company that invests in quality, growing New Zealand companies. The
Kingfish portfolio is managed by Fisher Funds Management Limited
(“Fisher Funds” or “the Manager”), a specialist investment manager
with a track record of successfully investing in growth company shares.
Kingfish listed on NZX Main Board on 31 March 2004 and may invest
in companies that are listed on a New Zealand stock exchange or
unlisted companies.
INVESTMENT OBJECTIVES
The key investment objectives of Kingfish are to:
» achieve a high real rate of return, comprising both income and capital
growth, within risk parameters acceptable to the directors; and
»provide access to a diversified portfolio of New Zealand quality
growth stocks through a single tax efficient investment vehicle.
INVESTMENT APPROACH
The investment philosophy of Kingfish is summarised by the following
broad principles:
» invest as a medium to long-term investor exiting only on the basis of
a fundamental change in the original investment case;
»invest in companies that have a proven track record of growing
profitability; and
» construct a diversified portfolio of investments based on our
‘STEEPP’ investment criteria (see pages 18 and 19).
-
$
17.3m
Net loss
0.02
%
Total shareholder return
-2.5
%
Gross performance return
$
1.58
NAV per share
$
1.75
Share price
-3.5
%
Adjusted NAV return
DIVIDENDS PAID
DIVIDENDS PAID DURING THE YEAR ENDED 31 MARCH 2022 (CENTS PER SHARE)
Total dividends of 14.34 cps were paid during the financial year (2021: 13.48 cps)
25 June
2021
3.60
cps
24 September
2021
3.52
cps
17 December
2021
3.67
cps
25 March
2022
3.55
cps
FOR THE 12 MONTHS ENDED 31 MARCH 2022
AT A GLANCE
AS AT 31 MARCH 2022
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ANNUAL REPORT
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Infratil
18
%
Mainfreight
20
%
Summerset
10
%
Fisher & Paykel
Healthcare
14
%
Auckland
International
Airport
9
%
AS AT 31 MARCH 2022
LARGEST INVESTMENTS
AS AT 31 MARCH 2022
SECTOR SPLIT
Industrials 34%
Healthcare 30%
Utilities 22%
Consumer Staples 7%
Information Technology 5%
The Kingfish portfolio also holds some cash.
These are the five largest percentage holdings in the Kingfish portfolio. The full Kingfish portfolio and percentage
holding data as at 31 March 2022 can be found on page 17.
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ANNUAL REPORT
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“Kingfish has
experienced a
challenging year,
which has culminated
in a net loss, after
expenses, fees and
t a x, o f $17.3m.”
DIRECTORS’ OVERVIEW
Andy Coupe
Chair
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ANNUAL REPORT
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The past 12 months have been challenging for all
share market investors as global uncertainty about the
ongoing implications of Covid, inflationary concerns,
and political uncertainty in Europe (Ukraine/Russia) has
dominated market sentiment. Increasing interest rates,
inflation, and supply chain issues have created cost
pressures, while the Ukraine/Russia conflict has pushed
up commodity prices. This market backdrop, combined
with a fall in consumer confidence, has seen defensive
(utilities) stocks and cyclical companies (energy and
banks) favoured over quality growth companies, which
has in turn placed downward pressure on the stocks in
the Kingfish portfolio. The Manager has continued to
carefully monitor all investments in the portfolio, and
their belief in the soundness of the portfolio is reflected
in their accompanying report.
Notwithstanding these challenges, the directors are
disappointed to report a reduction in Kingfish Limited’s
Net Asset Value (NAV) for the year. The Kingfish
portfolio recorded a negative Gross Performance
Return
1
before fees and expenses of (2.5%) and an
Adjusted Net Asset Value (NAV) negative Return
2
of (3.5%), very much in line with the S&P/NZX50G
which was down (3.6%) for the 12-month period. It is
always disappointing to record a negative return for
any reporting period. However, equity markets typically
have their ups and downs and we note that the KFL
performance was in-line with the NZX benchmark as
the New Zealand sharemarket overall struggled to stay
in positive territory during the year ended 31 March
2022. It is also relevant to note that the adjusted NAV
performance over the past three years of 36.6% is 13.6
percentage points above the S&P/NZX50G index of
23.0%.
Revenues and Expenses
The 2022 net loss result comprised losses on
investments of ($20.0m), dividend and interest income
of $7.9m, other income of $1.4m, less operating
expenses and tax of $6.6m.
Overall operating expenses were $6.6m lower
than the corresponding period, mainly due to lower
management fees and because the prior year’s
operating expenses included a performance fee.
The management agreement fee rebate formula
has reduced the Kingfish annual management fee
from 1.25%pa to 0.95%pa, a saving of $1.7m. This
adjustment occurred because the gross performance
return of the Kingfish portfolio for the year was (3.4
percentage points) below the change in the S&P/NZX
Bank Bill 90day index for the year (0.5%)
3
.
Dividends
Kingfish continues to distribute 2.0% of average net
asset value per quarter, despite the loss for the year.
Over the 12-month period to 31 March 2022, Kingfish
paid 14.34 cents per share in dividends (2021:13.48
cps). The next dividend will be 3.16 cents per share,
payable on 23 June 2022 with a record date of 9 June
2022.
Kingfish has a dividend reinvestment plan which
provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully
paid ordinary shares. Full details of the dividend
reinvestment plan
4
can be found in the Kingfish
Dividend Reinvestment Plan Offer Document, a copy
of which is available at www.kingfish.co.nz/investor-
centre/capital-management-strategies/.
Warrants
On 15 November 2021, 79.1m new Kingfish warrants
were allotted. One new warrant was issued to all
eligible shareholders for every four shares held on
the record date (12 November 2021). The warrants
are exercisable at $2.03 per warrant, adjusted down
for dividends declared during the period up to the
announcement of the 18 November 2022 Exercise
Price. Warrants continue to be a part of the overall
capital management programme. The previous warrants
(KFLWF) were exercised in March 2021, with 91%
of warrant holders exercising their warrants and an
additional $85m invested. So at the start of the year, the
Kingfish total assets were valued at $560m, however as
at 31 March 2022 the value was $506m.
Share Buybacks
The share buyback programme
5
is another part of
Kingfish’s capital management. During the 12 months
to 31 March 2022, the share price continued to trade
at a premium to the NAV, and therefore there were no
buybacks during FY22, (FY21:Nil).
1
The gross performance return is the portfolio performance before expenses, fees and tax. It is an appropriate return measure for
assessing the Manager’s performance against an index or benchmark.
2
The adjusted net asset value is the underlying performance of the investment portfolio adjusted for dividends, (and other capital
management initiatives) and after expenses, fees and tax.
3
The management fee reduces by 0.10% for each 1.0% pa that the gross return (expressed as a percentage of the gross asset
value at the beginning of the financial year) achieved on the portfolio, is less than the change in the S&P/NZX Bank Bill 90 Day
Index over the year.
4
Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Kingfish or Computershare
Investor Services Limited.
5
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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FIGURE 1: FIVE-YEAR PERFORMANCE SUMMARY
Corporate Performance
For the year ended 31 March20222021202020192018
5 years
(annualised)
Total Shareholder Return0.02%6 5.1%7. 2 %13.5%12.0%1 7. 6 %
Adjusted NAV Return(3.5%)41.1%0.4%1 7. 6 %14.7%13.0%
Dividend Return
1
7. 4 %7. 7 %8.5%8.6%8.7%
Net (Loss) / Profit ($17.3m)$142.7m$1.7m$ 4 7.1 m$36.3m
Basic Earnings per Share−5.49cps56.28cps0.75cps24.24cps19. 62c p s
OPEX ratio1.1%2.9%1.5%3.0%2.5%
OPEX ratio (before performance fee)1.1%1.5%1.5%1.5%1.6%
As at 31 March20222021202020192018
NAV (as per financial statements)$1.58$1.7 7$1.39$1.57$1.4 5
Adjusted NAV
2
$6.53$6.77$4.80$4.78$4.07
Share price$1.75$1.90$1.29$1.35$1.31
Warrant price$0.05-$0.03$0.06-
Share price (premium) / discount to NAV
3
( 11. 6 % )( 7. 3 % )6.7%13.1% 9. 7 %
DIRECTORS’ OVERVIEW CONTINUED
Andy Coupe / Chair
Kingfish Limited
24 June 2022
Annual Shareholders’ Meeting
The 2022 annual shareholders’ meeting will be held
on Friday 5 August 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 either form of the meeting invited to cast their vote
on company resolutions prior to the meeting.
Director Retirement – Alistair Ryan
After 10 years as Chair of Kingfish Limited, Alistair
Ryan has retired from the board, effective from 31 May
2022. In that time, he has overseen changes in both
the board and portfolio manager, and importantly,
changes to the management agreement with Fisher
Funds which have benefited shareholders. Alistair has
been a popular and much respected Chair and we
wish him well in his retirement.
Director Election – Fiona Oliver
The board has, effective 1 June 2022, appointed Fiona
Oliver as an independent director. In accordance with
the Kingfish constitution and NZX Listing Rules, Fiona
will stand for election at this year’s Annual Shareholders’
Meeting. The board unanimously supports Fiona’s
election.
Conclusion
The 2022 year was yet another challenging period
for the New Zealand sharemarket. Changeable
market conditions, like those experienced over the
period, continue to reinforce the Manager’s strategy of
focusing on well-managed, quality businesses, whose
sustainable competitive advantages enable them to
adapt and respond to an ever-changing environment
over the medium to long-term.
We would like to thank you for your continued support
and look forward to seeing many of you at the annual
meeting on 5 August.
On behalf of the Board,
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ANNUAL REPORT
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Non-GAAP Financial Information
Kingfish uses 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 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 Kingfish’s assets used to cover operating expenses, excluding tax and brokerage, and
»dividend return – how much Kingfish pays out in dividends each year relative to its average share price during the period.
(Dividends paid by Kingfish may include dividends received, interest income, investment gains and/or return of capital).
All references to adjusted net asset value, gross performance return and total shareholder return in this Annual Report are to
such non-GAAP measures. The calculations applied to non-GAAP measures are described in the Kingfish Non-GAAP Financial
Information Policy. A copy of the policy is available at http://www.kingfish.co.nz/about-kingfish/kingfish-policies/
FIGURE 2: TOTAL SHAREHOLDER RETURN
Share Price/Total Shareholder Return
Total Shareholder ReturnShare Price
$
9.00
$
8.00
$
7.00
$
6.00
$
5.00
$
4.00
$
3.00
$
2.00
$
1.00
$
0.00
Mar
2016
Mar
2019
Mar
2020
Mar
2021
Mar
2022
Mar
2004
Mar
2005
Mar
2006
Mar
2007
Mar
2008
Mar
2009
Mar
2010
Mar
2 011
Mar
2012
Mar
2013
Mar
2014
Mar
2015
Mar
2017
Mar
2018
Manager Performance
For the year ended 31 March20222021202020192018
5 years
(annualised)
Gross Portfolio Performance (before
expenses, fees and tax)(2.5%)46.0%2.9%21.2%16.5%15.6%
S & P/N Z X 5 0 G(3.6%)28.2%(0.5%)18.3%15.6%11. 0 %
Performance fee hurdle / Benchmark Rate
4
7. 5 %7. 3 %8.6%9.0 %9.0 %
NB: All returns have been reviewed by an independent actuary.
1
Kingfish’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
Kingfish’s adjusted NAV historical information has been restated as a result of correcting the warrant dilution component of the
calculation.
3
Share price (premium) / discount to NAV (including warrant price on a pro-rated basis).
4
The performance fee hurdle is the Benchmark Rate (the change in the NZ 90 Day Bank Bill Index +7%).
.
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Sam Dickie
Senior Portfolio Manager
“After a strong start to
the year, Kingfish had a
challenging final quarter.
Elevated market volatility
was driven by a rapid rise
in interest rates and the
sharpest rotation out of
growth companies that we
have seen in more than 20
years. Despite this turbulent
final quarter, the Kingfish
portfolio still outperformed
its market benchmark, and
the high-quality companies
in the portfolio continue to
deliver earnings growth.”
MANAGER’S REPORT
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Kingfish’s gross performance outperformed its
benchmark by 1% for the year, which on the face of it,
points to an uneventful year. However, it was another
remarkable year, capped off by significant volatility
and a pullback in Kingfish performance in the first three
months of calendar 2022.
When I sat down to write this Manager’s Report, I re-
read my commentary from the last few annual reports.
To quote a few:
»2020: “COVID-19 – an unprecedented and
uncertain time”
»2018: “Market volatility returned at the start of
calendar year 2018, catching investors unaware”
»2017: “S&P/NZX50 index, after experiencing a
turbulent period”
There is a pattern emerging here. Volatility is a constant
presence in equity markets. It is the discomfort equity
investors must endure to achieve higher returns over
the long term. Remember, if you had invested $1,000
in the S&P500 in 1990, that would be worth $20,000
today. That is despite living through the dotcom crash,
a global financial crisis, a pandemic, and several
inflation and interest rate cycles. The journey can be
bumpy, but the destination is usually worth it.
There is always something to worry about. Today
investors are worried about central banks withdrawing
years of stimulus, the highest inflation in decades,
sharply rising interest rates, spiking petrol prices, a
tragic war, and now the risk of a recession.
Figure 1: Fears have regularly punctuated the otherwise
steady rise in markets
Despite this, it is critical that we don’t get knocked
off our path by fear when these inevitable bouts of
volatility arise. Market timing is extraordinarily difficult
and risks foregoing a quality portfolio in the pursuit of
short-term gains. This could prove wonderful if you had
perfect foresight, but is fraught with misadventure if you
do not.
Volatility creates opportunities
Warren Buffett: “Uncertainty is the friend of the buyer
of long-term values.”
A key driver of markets in recent months has been
sharply rising interest rates on the back of high and
stubborn inflation. At the end of last year, the market
was expecting the US Federal Reserve to raise interest
rates 0.5% over the upcoming 12 months. Today, the
market is expecting 3.0% of interest rate hikes over the
next 12 months! The New Zealand market in December
was pricing 1.5% of rate hikes over the next 12 months.
We have now already seen 1.25% of rate hikes this
year, with a further 2.50%+ being projected by the
RBNZ by December. We expected interest rates to
increase, but it has been the explosive pace of the
increase that has shocked financial markets.
Figure 2: The speed of interest rate increases have
taken markets by surprise
May, 2020 September, 2020 January, 2021 May, 2021 September, 2021 January, 2022 May, 2022
3.5%
3.0%
2.5%
2.0%
1.5%
1.0%
0.5%
0.0%
13/05/1990 13/05/1995 13/05/2000 13/05/2005 13/05/2010 13/05/2015 13/05/2020
30,000.00
25,000.00
20,000.00
15,000.00
10,000.00
5,000.00
-
Dotcom crash
Global Financial Crisis
Pandemic sell-off
$22,000
Value of $1,000 invested in US S&P 500 Index
(USGG10YR - US Government Bonds with a 10-Year Maturity)
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Figure 3: Tech and growth-heavy indices have fallen
the fastest
As long-term investors, short-term market pessimism
can create good buying opportunities. At times,
share prices can become divorced from corporate
fundamentals, as we saw during the COVID sell-off –
and we think we are seeing that again now. Valuations
of our portfolio companies are now more attractive,
which is a function of both the price falls and the
earnings of these companies continuing to grow. Just
as one example, Mainfreight continues to deliver stellar
growth, yet its share price has been sliding for over six
months. As a result, its valuation multiple is nearly as
attractive as it has been at any point over the last five
years.
MANAGER’S REPORT CONTINUED
Figure 4: Mainfreight continues to deliver growth
Figure 5: Valuation divorced from fundamentals
We have started to deploy cash into the most attractive
opportunities where our assessment of the investment
hasn’t changed but the share price has fallen sharply.
KINGFISH PORTFOLIO COMMENTARY
Despite the weak share price performance of many
portfolio companies in recent months, the Kingfish
portfolio had an encouraging recent reporting season
earlier this year.
Most of the companies in the portfolio that had results
or trading updates exceeded our expectations. Overall,
73% of our portfolio companies that reported results
beat expectations, with 60% of them also providing an
outlook that was better than feared.
Figure 6: Fundamentals have exceeded expectations
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
350
300
250
200
150
100
50
0
Global Infrastructure NZX50 S&P500 NASDAQ Unprofitable Tech (ARK)
10%
0%
-10%
-20%
-30%
-40%
-50%
-60%
2%
-14%
-15%
-24%
-54%
Result Outlook
Beat Miss
27%
40%
73%
60%
Mainfreight continues to grow earnings (NPAT $m)
2017 2018 2019 2020 2021 2022
40
35
30
25
20
15
And its valuation is now more attractive
(Price/earnings ratio)
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Auckland Airport
The flat share price performance by Auckland Airport
belies another unique year!
Importantly, our borders have opened. New Zealand
can finally welcome returning citizens and tourists after
years of travel restrictions, anxious quarantine lotteries,
and a significant reduction in our biggest export
industry, tourism.
Pent-up demand is strong. Delta Airlines, whilst not
operating into Auckland, recently had their highest
cash sales day in their 97-year history: "We have
never seen demand turn on so quickly as it has after
Omicron... people want to get back out. They want
to connect. Business traffic is booming. The pandemic
really does seem to be behind us here in the U.S." This
return to pre-pandemic demand is occurring despite
high airfares. We think there will be similar pent-up
demand to travel to and from New Zealand as borders
reopen.
Contact Energy and Meridian
We are privileged in New Zealand to have an
electricity sector that has the natural advantage of
being largely renewable. Recently, we have favoured
Contact Energy because we think its renewable
generation development pipeline is the most attractive
in the sector. It is developing a large geothermal field
at Tauhara. The field is around 3.1TWh of potential
generation versus Contact’s 2021 generation output of
9TWh.
We also own a small position in 100% renewable
Meridian. The company owns high-quality hydro
generation and wind assets. Growth will be driven
by its Harapaki windfarm development which comes
online in fiscal 2024, boosting its generation around
176MW, or 7%.
Delegat Group
Premium wine company Delegat navigated though a
difficult Marlborough harvest season. This was due to
its ongoing growth in its planted area and dedicated
focus on vineyard efficiencies, which has seen yields
improve over time. It was also due to it securing an
increased quantity of grapes from grower partners.
These factors meant it ended up only 2% down versus
New Zealand’s total harvest down around 19%.
A key aspect of the company’s moat is its strong Oyster
Bay brand. It is still seeing strong demand in its end
markets (including the US). As a result, it has been able
to increase prices and allocate product to its highest
value accounts to offset margin pressure.
EBOS
EBOS has proven over a long period that it is the
leading player in its core business of Australian
pharmaceutical distribution, where it has around 35%
share of the A$14 billion market. Its moat is based on
being the lowest cost and highest efficiency operator
in this defensive industry. It is the largest player and
has the best processes and systems to deliver reliable
service at low cost to its pharmacy customers. Its
service delivery level in key items is over 99.75%, well
ahead of its competitors.
We had previously removed the company from the
portfolio in 2018 due to some concerns including its
model being tested by new competitive threats and the
modest industry growth rate in its core business. Since
then, EBOS has extended its strong track record under
CEO John Cullity, emerged with its moat firmly intact,
and delivered growth through market share gains and
entering higher growth adjacencies including animal
health.
A share issue to fund a new acquisition gave us the
opportunity to re-enter the company at an attractive
price. EBOS announced it was buying Australian
medical devices distributor Lifehealthcare and raised
new equity to partly fund the transaction. This is a
logical acquisition in line with the company's previously
stated strategy to further grow in the attractive and
growing market. The transaction also provides a
sensible entry point to South-East Asia through the
Transmedic subsidiary.
Fisher & Paykel Healthcare
Fisher & Paykel Healthcare’s share price had a very
tough year, although in our view the company has
done almost everything right.
The company ramped production of all its hospital
products but especially its highflow nasal oxygen
products Airvo (the hardware) and Optiflow (the
consumables) in response to the COVID pandemic. It
sold 10 years’ worth of hardware in two years. That is
a stellar achievement, particularly in an environment of
disrupted supply chains.
However, the company recently updated investors on
expected revenue for the year to March 2022, which
was around 10% short of expectations in the second
half. This was due to a sharp slowdown in sales of
hardware and consumables in its hospital division
because of the lower severity of the Omicron COVID
variant.
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MANAGER’S REPORT CONTINUED
Fisher & Paykel Healthcare has an exceptionally
long runway for growth. There are 50 million acute
respiratory illness patients hospitalised annually that
could be treated with their Optiflow product but outside
of a COVID setting they are treating less than 5 million.
The incredible job that Optiflow did of treating COVID
(an acute respiratory illness) will stand them in good
stead to treat more of those 50 million patients sooner.
However, in most cases financial analysts have reduced
their medium-term expectations to pre-COVID levels. To
just focus on the short-term slowdown in demand risks
missing out on the long growth runway ahead.
Freightways
Freightways is one of the two largest players in
the New Zealand courier market, which has seen
outsized volume growth since COVID accelerated the
acceptance of e-commerce. Its residential delivery
volumes are up around 25% versus pre COVID levels.
New Zealand has had persistently low courier pricing
by global standards. Across Auckland, deliveries
can be as little as $2-3! A couple of years ago, the
company embarked on a “Pricing for Effort” drive
which has netted an extra $1.40 per parcel.
On top of this, its recently acquired Big Chill
temperature-controlled transport business is growing
nicely.
Infratil
One of the main reasons we own Infratil is its deft
ability to allocate capital among various opportunities.
After exiting its highly successful Tilt Renewables
investment, Infratil has been busy re-investing the
proceeds.
Infratil announced the acquisition of Pacific Radiology
Group, and two smaller competitors, building the
largest diagnostic imaging group in New Zealand.
Diagnostic imaging is an attractive investment
opportunity with growth driven by an ageing
population and increasing prevalence of chronic
disease.
Infratil established new businesses in renewable
energy (Gurin Energy in Asia) and data infrastructure
(Kao Data in the UK). Gurin Energy complements
Infratil’s renewable energy assets in Europe and the
US. Kao Data operates datacentres focused on high
performance computing. Clients include Nvidia, which
has the UK’s most powerful supercomputer based on
Kao Data’s campus.
CDC, Infratil’s largest asset, saw its independent
valuation increase by 15% in just six months. This was
supported by CDC’s entry into Melbourne with plans to
provide 150 megawatts at full capacity, taking CDC’s
total planned capacity to 700 megawatts, providing a
long runway for future earnings growth.
Marko Bogoievski stepped down as CEO of Morrison
& Co, Infratil’s manager, having stepped down
as Infratil CEO in March 2021. Mr Bogoievski is
succeeded by Jason Boyes as Infratil CEO and Paul
Newfield as Morrison & Co CEO. Both are excellent
operators and have been with Morrison & Co for over
a decade.
Mainfreight
Our largest position, Mainfreight, was a standout
performer in the Kingfish portfolio. It made strong
progress against its longer-term objectives in every
region across all its key services. Its Air & Ocean
freight division solved headaches for its customers in
the most disrupted environment global supply chains
have ever seen. As an example of the severity of the
disruption, container shipping freight rates rose to
over 10 times pre-COVID levels and saw hundreds of
container ships stranded outside key global ports.
This favourable environment will not last forever, and
so it is comforting to see broker expectations for this
division’s earnings are moderating. The share price
appears to factor this strong performance unwinding,
so if the team can maintain or improve performance
from here, it will be positive. However, given the large
size of the investment, we have been a seller of shares
over the last year.
Mainfreight’s lacklustre share price performance
in calendar 2022 comes despite a recent positive
trading update. The company provided a trading
update for the first 43 weeks of its fiscal year with
profit growth ahead of expectations. The company
is seeing a continuation of tailwinds in its Air &
Ocean international freight forwarding division.
It also continues to execute well in Transport and
Warehousing, taking further market share. The
company is continuing to “fatten” its network on key
routes, which is driving higher line haul utilisation.
It is opening new warehouses in cities where it has
enough demand, which helps secure new customers.
It is also expanding geographically with new Air &
Ocean freight forwarding branches quickly becoming
profitable and growing the company’s freight flows.
The company has been taking market share at the
fastest pace in its history.
Pushpay
Pushpay bedded down its church management
software acquisition Church Community Builder and
announced another material acquisition, streaming
solutions provider Resi Media. These should see
Pushpay able to consolidate its position as the top
technology provider for the faith-based market.
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The company has made significant progress in
revamping its products to appeal to the large Catholic
sector. It has been approved by over 30% of dioceses
and has 173 parish customers (out of around 17,000)
so is well placed to grow here as it has in the Protestant
market.
Most recently, the company announced it has received
approaches from third parties interested in taking over
the company. Like many other technology companies,
Pushpay shares have fallen sharply in 2022. The third-
party interest shows that some investors are willing to
look through current market concerns.
Port of Tauranga
The significant global supply chain disruption resulted
in a 4% decline in container volumes in 2021.
Against this backdrop, New Zealand’s largest and
most efficient container port again increased market
share. This continues the trend of the past decade,
with container market share up 5% to 32%. Its market
position is the result of a customer-first approach, and
a long-term view on infrastructure delivery. Improved
supply chain links to Auckland and a deep harbour
allow Port of Tauranga to serve cargo owners beyond
its immediate region.
In Auckland, customers are facing full warehouses
and severe delays, with cranes operating at one-third
capacity and 20% of the terminal dedicated to a
failing automation project. In a time of crisis, Port of
Tauranga is picking up the slack, and customers will
remember how they have been treated.
Summerset and Ryman
National house prices are 5% below their November
peak. Yet, we think that Summerset and Ryman will
continue to grow earnings for many years to come. This
will be driven by demand from an ageing population
and the "safe haven" status attained through the
pandemic. The buffer between the price of retirement
village units and local house prices will help offset the
impact from a weak housing market.
The proportion of New Zealanders over 75 is forecast
to increase by 40% over the next decade, four-times
the rate of overall population growth. This increases the
need for retirement villages. Greater age brings greater
health requirements, ranging from frequent health
check-ups through to intensive dementia-level support.
Ryman and Summerset’s continuum of care retirement
village model is best placed to provide this.
Retirement villages attained "safe haven" status through
the pandemic, as the operators are well-versed in
disease control and prevention. This led to a surge in
demand. Summerset sales increased 25% in 2021. And
the March 2022 quarter was their second-best ever,
despite the Omicron peak in New Zealand.
Retirement village units are typically priced at a
discount to local house prices: in Auckland, 2-bedroom
units are 30% lower than local house prices. The buffer
between the price of retirement village units and local
house prices will help offset the impact from a weak
housing market. We saw this in the global financial
crisis: national house prices declined 7% yet Ryman
increased unit prices 4% on average.
The a2 Milk Company
After a poor year in fiscal 2021 and a lot of lessons
learned, the company has gone through significant
change in 2022. Not least, it has a new CEO, CFO,
and a revamped senior management team with a
refocused strategy.
The new guard accurately diagnosed and addressed
head on the inventory mis-management issues that
plagued the company in 2021. This included removing
old product and sharply reducing sales to distributors
to clear excess inventory levels across the whole supply
chain.
Despite this, the underlying brand health has
strengthened. A key brand health metric we track is
brand awareness – this improved from 43% in April
2020 at the onset of COVID to 54% in January 2022.
The company continues to have strong loyalty after
customers learn of and trial its products. Brand is
an important component of a2’s moat and hence is
important as a2 continues to grow market share in
infant formula in China from low levels both in store
and online.
Vista
Movie theatre software provider Vista raised capital
early and aggressively as COVID unfolded. This
allowed it to maintain its focus on the customer to
address new needs during the pandemic such as
social distancing and fully engaging electronically. It
maintained its focus on developing Vista Cloud, its new
cloud-based platform. Despite the obvious challenges,
the project is basically on time and in budget.
Vista Cloud means its products will be hosted in
the cloud and sold on a subscription basis. Product
updates can be pushed out more easily with less IT
support needed for customers and customers don’t
need to upgrade their computer hardware. This will
allow customers to reduce their overall spend on
technology. It will also allow Vista to grow its share
of the pie – early signs are that it could increase its
recurring revenue to as much as 2.5-times existing
levels.
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MANAGER’S REPORT CONTINUED
Sam Dickie / Senior Portfolio Manager
Fisher Funds Management Limited
24 June 2022
Figure 7: Portfolio Company Total Shareholder Returns (year to 31 March 2022)
CONCLUSION
The 2022 to date performance of global equities is the
worst start to a calendar year in more than 50 years.
The laundry list of investor concerns is long.
It is impossible to predict whether we have seen the
worst of the correction yet. But what I can say with
more certainty is the outlook for future returns is now
more attractive than it has been in a while. Kingfish
won’t generate outperformance by following the crowd.
I am again reminded of Warren Buffett who famously
said, “Be greedy when others are fearful.”
Do these unpredictable macroeconomic gyrations
mean people will require less high flow oxygen from
Fisher & Paykel in the future? Does it mean 80-year-old
people will require fewer retirement village units in the
future? Does it mean Mainfreight’s culture will change,
and retreat from its goal of having distinctive blue
trucks delivering freight in more cities worldwide? We
don’t think so.
EBOS Group
Mainfreight
Contact
Infratil
Freightways
Auckland International Airport
Summerset
Meridian Energy
Delegat
Vista
Port Of Tauranga
Fisher & Paykel Healthcare
a2 Milk
Ryman Healthcare
Pushpay
-50 -40 -30 -20 -100 10 20 30 40 50
Total Share Return %
We remain focused on companies that have wide
economic moats, long runways for growth, and are
run by passionate and talented management teams.
Our investment process is geared to finding these
companies, which we expect will deliver superior
returns over time.
The information in this Manager’s Report (including all text, data and charts) has been prepared as at mid-May 2022. The
information has been prepared as a general summary of the matters covered only, and it is by necessity brief. The information
and opinions are based upon sources which are believed to be reliable, but Kingfish Limited and its officers and directors make
no representation as to its accuracy or completeness. The report is not intended to constitute professional or investment advice
and should not be relied upon in making any investment decisions. Professional financial advice from a financial adviser should
be taken before making an investment. To the extent that the report contains data relating to the historical performance of Kingfish
Limited or its portfolio companies, please note that fund performance can and will vary and that future results may have no
correlation with results historically achieved.
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PORTFOLIO HOLDINGS SUMMARY
AS AT 31 MARCH 2022
Listed Companies% Holding
Auckland International Airport8.6%
Contact Energy3.0%
Delegat Group3.2%
EBOS Group2.0%
Fisher & Paykel Healthcare14 .1%
Freightways3.7%
Infratil1 7. 6 %
Mainfreight20.0%
Meridian Energy1.0%
Port of Tauranga2.0%
Pushpay Holdings1.0%
Ryman Healthcare3.7%
Summerset Group10.1%
The a2 Milk Company 4.3%
Vista Group3.8%
Equity Total98.1%
New Zealand dollar cash1.9%
TOTAL100.0%
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STRENGTH OF
THE BUSINESS
What is the company’s
competitive advantage? Is it
sustainable? Is the company a
market leader? Does it have
a dominant position? A strong
business is one that can maintain
its profit margins by employing a
unique strategy.
TRACK
RECORD
How has the company performed
in the past? Has the company
performed under the same
management team? Has it grown
organically or by acquisition? How
did the company react during a
downturn? Fisher Funds prefers to
buy established companies that
have executed well in the past.
EARNINGS
HISTORY
How fast has the company been
able to grow its earnings in the
past? How consistent has earnings
growth been? Fisher Funds prefers
to buy companies that exhibit
secular growth characteristics
where they have proven the ability
to provide a high or improving
return on invested capital.
THE STEEPP PROCESS
Fisher Funds employs a process that it calls STEEPP to analyse existing and potential portfolio
companies. This analysis gives each company a score against a number of criteria that Fisher Funds
believes need to be present in a successful portfolio company. All companies are then ranked
according to their STEEPP score to broadly determine their portfolio weighting (or indeed whether
they make the grade to be a portfolio company in the first place).
The STEEPP criteria are as follows:
S
T
E
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EARNINGS GROWTH
FORECAST
What is the company’s earnings
growth forecast over the next
three to five years? What is the
probability of achieving the
forecast? What do we expect the
company’s earnings potential to
be? Fisher Funds notices that too
many analysts focus on short-term
earnings. As long-term growth
investors, Fisher Funds thinks about
where the company’s earnings
could be in three to five years.
PEOPLE/
MANAGEMENT
Who are the management team
and how long have they been in
their roles? Who are the directors,
what is their history with the
company, and what do they bring
to the board? What is the depth of
management in the organisation
and is there a succession plan for
the key executive roles? Do the
management team own shares
in the business and how are
they rewarded? Has the board
and management exhibited
good corporate behaviour in the
areas of environmental, social
and governance considerations?
For Fisher Funds, the quality of
the company management and
its corporate governance is of
paramount importance.
PRICE/
VALUATIO N
How much of the future earnings
growth is already reflected in
the share price? Where does the
current share price sit in relation
to our worst to best case valuation
range? A company will generate
a higher score where the market
price currently reflects little of that
company’s upside potential.
E
P
P
Applying this STEEPP analysis, Fisher Funds constructed a portfolio for
Kingfish which comprised 15 securities at the end of March 2022.
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Total shareholder return sourced from Bloomberg and excludes imputation credits.
THE KINGFISH PORTFOLIO STOCKS
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 Kingfish portfolio. Total
shareholder return is for the year
to 31 March 2022 and is based
on the closing price for each
company plus any dividends
received. For companies that are
new to the portfolio in the year,
total shareholder return is from
the first purchase date to
31 March 2022.
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WHAT DOES IT DO?
Auckland International Airport
(AIA) owns and operates New
Zealand’s major gateway as
well as 1500 hectares of land
surrounding the airport. AIA
operates under a ‘dual till’
regulatory regime, meaning
that the company’s aeronautical
operations are subject to light-
handed regulation, whereas the
other non-aeronautical operations
are unregulated. Over 50% of
AIA’s revenue is derived from
non-aeronautical operations,
such as retail, parking, hotel
accommodation and property
rental.
WHY DO WE OWN IT?
AIA is well-positioned to benefit
from New Zealand’s positive
long-term tourism outlook. With
aspirations for 40 million total
passengers per annum by 2044,
combined with a strengthening
consumer business and
leveraging its land bank, AIA’s
non-aeronautical operations are
expected to continue to deliver
attractive returns on invested
capital into the future.
WHAT DOES IT DO?
Contact Energy is New Zealand’s
second largest electricity generator,
producing approximately 20-25%
of the country’s electricity in an
average year. The vast majority
of its electricity is from renewable
hydro and geothermal resources.
WHY DO WE OWN IT?
Contact Energy has a balanced
portfolio of quality renewable
generation assets across both
islands and this is matched by
demand from a strong electricity
retailing business plus commercial
and industrial customers. Its
established business provides
solid cash flows which underpin
an attractive level of dividends.
Contact’s Tauhara geothermal field
is the most attractive generation
development project in New
Zealand. Once this is developed,
Contact will be able to retire its
TCC gas plant and will move
to 100% renewable base load
electricity generation.
+2
%
+ 24
%
Total Shareholder ReturnTotal Shareholder Return
-5
%
Total Shareholder Return
WHAT DOES IT DO?
Delegat Group produces and
distributes super-premium wine
internationally under the Oyster
Bay and Barossa Valley Estate
brands. Oyster Bay is the number
one selling New Zealand wine
brand in the UK, Australia and
Canada, and is growing quickly in
the US.
WHY DO WE OWN IT?
Delegat has invested for continued
growth by expanding its winery
capacity and increasing vineyard
plantings to meet its goal of
achieving high single-digit growth
in case sales annually in the short
to medium term. The majority of the
growth is likely to be driven by the
still relatively immature US market.
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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?
Fisher & Paykel Healthcare is a
leading designer, manufacturer
and distributor of innovative
medical devices for patients who
require acute respiratory and
obstructive sleep apnoea care.
Over 95% of its products are
sold outside New Zealand from
dedicated manufacturing facilities
in Auckland and Mexico.
WHY DO WE OWN IT?
We are attracted to the demand
for Fisher & Paykel Healthcare’s
innovative care products as the
worldwide population ages and
the incidence of chronic respiratory
diseases and obesity rises. Through
its own research and development,
Fisher & Paykel Healthcare has
continued to develop products that
significantly expand its potential
patient base, while maintaining
high returns on invested capital.
- 23
%
Total Shareholder Return
WHAT DOES IT DO?
Freightways operates a range
of nationwide express delivery
operations with brands including
NZ Couriers, Post Haste and
Big Chill. The company has
also developed an information
management business on both
sides of the Tasman encompassing
document storage, data services
and secure destruction services.
WHY DO WE OWN IT?
Freightways is one of two dominant
players in the New Zealand
courier market and its information
management business has a trans-
Tasman footprint. The company
has a track record of stable
organic growth and value-accretive
acquisitions that leverage off its
existing infrastructure.
+16
%
Total Shareholder Return
+22
%
Total Shareholder Return
WHAT DOES IT DO?
EBOS Group is Australasia’s
largest diversified pharmaceutical
and medical care products group,
focusing primarily on wholesale
logistics and distribution of
pharmaceuticals, medical devices,
and other products. The company
typically has a leading market
position in each market segment it
operates in. EBOS also operates
in the animal care sector as a
veterinary wholesaler, distributor
and retailer of animal healthcare
products, pet accessories and
premium foods across Australasia.
WHY DO WE OWN IT?
EBOS’ scale and market position
means that it is a low cost
operator, which it complements
with a leading service proposition
which has allowed it to take
market share over time. The
sector has a tailwind from the
ageing population demographic
and the increasing prevalence of
chronic diseases. It has a strong
track record of supplementing
the growth in its core operations
with moves into higher growth
adjacencies and successful
acquisitions.
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WHAT DOES IT DO?
Infratil invests in a diverse range
of infrastructure businesses, with
a portfolio focused on data,
communications and renewable
energy, with smaller exposures
to healthcare and airports. It
is externally managed by an
experienced management team.
WHY DO WE OWN IT?
We are attracted to Infratil’s
portfolio of infrastructure assets that
are not easily replicable and its
strong track record since listing.
+21
%
Total Shareholder Return
WHAT DOES IT DO?
Mainfreight is a global supply
chain logistics company. Its services
primarily span domestic transport,
managed warehousing, and
international air and sea freight.
Its operations span New Zealand,
Australia, the Americas, Europe,
and Asia.
WHY DO WE OWN IT?
Mainfreight is a very well-run
company with a special company
culture that has delivered strong
performance over time. It continues
to open new trade lanes as it
spreads its logistics footprint
ever wider. Growth should come
organically as it takes market share
and works further towards its 100-
year vision of becoming a leading
global logistics provider.
+25
%
Total Shareholder Return
WHAT DOES IT DO?
Meridian Energy is New
Zealand’s largest electricity
generator, producing
approximately 30% of the
country’s electricity in an
average year, sourced 100%
from renewable hydro and
wind resources. The company
also has a retail business in
New Zealand, operating under
the Meridian and Powershop
brands.
WHY DO WE OWN IT?
Meridian is a well-run company,
with a portfolio of long-dated,
quality renewable generation
assets which provide Meridian
with the advantage of being
amongst the lowest cost marginal
electricity producers.
-1
%
Total Shareholder Return
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KINGFISH PORTFOLIO STOCKS CONTINUED
- 43
%
Total Shareholder Return
-37
%
Total Shareholder Return
- 15
%
Total Shareholder Return
WHAT DOES IT DO?
Pushpay is a leading mobile
payment and engagement provider
to the US faith sector, with a
growing customer base focused
on medium and large churches
in the US. It also has a church
management software business,
ChurchStaq. Together, these enable
churches to manage and interact
seamlessly with their congregation
in an effective and modern way.
WHY DO WE OWN IT?
Pushpay provides the best in
class product and service. Its
combination of ongoing product
development and leading customer
service gives us comfort that
Pushpay will retain this edge over
weaker competitors. Pushpay’s
addressable market is very large
(cUS$90bn) and digital giving
remains under-penetrated but
growing.
WHAT DOES IT DO?
Port of Tauranga is the natural
gateway to and from international
markets for many of New
Zealand’s major businesses. It
is in close proximity to many
important exporters in the forestry,
dairy, meat and fruit industries.
Its investment in port facilities in
Timaru and an inland port near
Christchurch opens up the South
Island for exports to be hubbed out
of Tauranga.
WHY DO WE OWN IT?
Port of Tauranga continues to
grow in importance as a leading
shipping port in New Zealand
for both exports and imports. It
has many natural advantages,
including excellent access for road
and rail, large land holdings and
a deep harbour for bigger ships
to call. Port of Tauranga continues
to increase container market
share, supported by its investments
in Metroport near Auckland,
Primeport Timaru and long-term
strategic agreement with Kotahi,
a joint-venture between leading
exporters.
WHAT DOES IT DO?
Ryman Healthcare was formed in
1984 to develop, construct and
operate retirement villages in New
Zealand. It now has a portfolio of
retirement villages around New
Zealand and is replicating its
model in Victoria, Australia. Ryman
Healthcare is the largest owner and
developer of retirement villages in
New Zealand.
WHY DO WE OWN IT?
Ryman Healthcare has stuck to its
winning formula since inception.
Industry dynamics are attractive,
and Ryman Healthcare expects to
lift its build rate of units and beds
to meet latent demand from an
ageing population. Victoria has
a similar ageing demographic to
New Zealand and represents an
attractive area for future growth;
Ryman’s continuum of care offering
is popular but offered by few
competitors currently.
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-1
%
Total Shareholder Return
-34
%
Total Shareholder Return
-12
%
Total Shareholder Return
WHAT DOES IT DO?
Summerset is an integrated
retirement village builder, owner
and operator. The company has
retirement villages spread around
New Zealand and is a leading
developer of retirement villages in
New Zealand with a significant
land bank. It has recently acquired
sites in Australia and is also
looking to grow there.
WHY DO WE OWN IT?
Summerset successfully operates a
continuum of care model with aged
care integrated into its villages.
It has developed a strong and
consistent track record of growth
in its build rate and earnings.
With brand awareness converging
on Ryman, proven development
capability and a robust balance
sheet, Summerset is well placed to
meet the growing needs of ageing
populations in New Zealand and
Australia.
WHAT DOES IT DO?
Vista Group is an innovative IT
company primarily providing
sophisticated software to cinema
exhibitors. It has over 40%
worldwide market share with
clients in over 100 countries. Its
integrated software systems allow
cinema exhibitors to run wide-
ranging functions such as ticketing,
food and beverage sales, staff
and film scheduling, loyalty
schemes, digital signage, as well
as external customer interfaces like
websites, mobile apps and call
centres. Vista Group also has a
range of smaller group businesses
that leverage its depth of data
and cinema industry intellectual
property.
WHY DO WE OWN IT?
We are attracted to Vista Group’s
profitable core business which
provides sophisticated software
to cinema operators of all sizes.
We believe that this business
still has many years of growth
ahead of it, plus will benefit from
migrating customers to its cloud-
based offering. Additionally, the
company’s data analytics business
(Movio) and other early-stage
businesses have exciting long-term
growth prospects.
WHAT DOES IT DO?
The a2 Milk Company sells ‘a2’-
branded fresh milk and infant milk
formula internationally. As the name
suggests, its products contain only
A2 beta-casein protein, on the basis
that it is more comfortably digested
than normal milk (which contains a
mix of both A1 and A2 proteins).
In recent years, the company has
grown sales and market share
rapidly in Australia and China
and is currently also focused on its
growing business in the US.
WHY DO WE OWN IT?
The a2 Milk Company has a small
but growing share of the very
lucrative Chinese infant formula
market. We expect its market
share to continue growing across
a range of distribution channels.
In addition, there is potential for
further upside from new products
and geographies.
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Andy Coupe LLB, CMInstD
Chair of the Board
Chair of Remuneration and Nominations Committee
Independent Director
Andy Coupe has extensive governance, commercial and
capital markets experience having worked in a number
of sectors within the financial markets over the last 35
years. In addition to also being Chair of Barramundi
and Marlin Global, he is also Chair of Television
New Zealand, a member of the Strong Public Media
Establishment Board and a director of Briscoe Group.
Andy’s principal place of residence is Hamilton.
Andy was first appointed to the Kingfish board on 1
M arc h 2013.
Fiona Oliver LLB, BA, CFInstD
Independent Director
Fiona Oliver is a professional director and her
governance roles span a range of business sectors
including renewable energy, natural gas, technology,
and professional and financial services. She is a
director of Barramundi and Marlin Global. Fiona is
also a director (and audit committee chair) of Gentrack
Group Limited, the First Gas Group, BNZ Life Insurance
Limited and BNZ Insurance Services Limited. She is
also a director of Freightways Limited and Wynyard
Group Limited (in liquidation). Fiona’s Executive career
was in the financial services sector in New Zealand
and overseas. In New Zealand, her roles included
Chief Operating Officer of Westpac’s investment arm,
BT Funds Management, and General Manager of
AMP NZ’s Wealth Management division. In Sydney
and London, Fiona managed the Risk and Operations
function for AMP’s private capital division. Prior to this,
Fiona was a senior corporate and commercial solicitor in
New Zealand and overseas, specialising in mergers and
acquisitions. Fiona is a Chartered Fellow of the Institute
of Directors and a member of Global Women. Fiona
was awarded the Beacon Award by the New Zealand
Shareholders Association in 2022 for her role as Chair
of the independent directors of Tilt Renewables Limited
during the attempted takeover of this company in 2018.
Fiona’s principal place of residence is Auckland.
Fiona Oliver was first appointed to the Kingfish board on
1 June 2022.
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 Marlin Global, and
Chair of the Audit and Risk committee of Kingfish.
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 Kingfish board on
5 June 2012.
David McClatchy BCom
Chair of Investment Committee
Independent Director
David McClatchy is an experienced company director
who has had extensive investment management
experience across New Zealand and international
markets over the last 35 years. David is a director
of Barramundi, Marlin Global and Guardians of NZ
Superannuation. 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 Kingfish
board on 1 July 2021.
Pictured left to right: David McClatchy, Carol Campbell, Fiona Oliver and Andy Coupe.
BOARD OF DIRECTORS
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FOR THE YEAR ENDED 31 MARCH 2022 AND CURRENT AS AT THE DATE OF THIS ANNUAL REPORT
CORPORATE GOVERNANCE
STATEMENT
Kingfish’s board recognises the importance of good
corporate governance and is committed to ensuring that
the Company meets best practice governance principles
to the extent that they are appropriate for the nature
of Kingfish’s operations. Strong corporate governance
practices encourage the creation of value for Kingfish
shareholders, while ensuring the highest standards of
ethical conduct and providing accountability and control
systems commensurate with the risks involved.
The board is responsible for establishing and
implementing the Company’s corporate governance
frameworks and is committed to fulfilling this role in
accordance with best practice having appropriate
regard to applicable laws, the NZX Corporate
Governance Code (“NZX Code”) and the Financial
Markets Authority's Corporate Governance in New
Zealand - Principles and Guidelines. The board oversees
the management of Kingfish, with the day-to-day
portfolio and administrative management responsibilities
of Kingfish being delegated to Fisher Funds
Management Limited (“Fisher Funds” or “the Manager”).
Over the financial year ended 31 March 2022,
Kingfish was in compliance with the NZX Code,
with the exception of recommendations 4.3
1
and
5.3
2
. The Company is not in compliance with those
recommendations due to the specific nature of the
Company's business model and more particularly for the
reasons explained below in the commentary regarding
the relevant NZX Code principles. The alternative
governance practices adopted by Kingfish in respect of
those matters have the approval of the board.
The Company's corporate governance policies and
procedures and board and committee charters, are
regularly reviewed by the board against the corporate
governance standards set by NZX and to reflect any
changes required by law, guidance from other relevant
regulators and developments in corporate governance
practices.
Kingfish's constitution and each of the Company's
charters, codes and policies referred to in this section
are available on the Kingfish website (www.kingfish.
co.nz) under the “About Kingfish” and “Policies” sections.
Principle 1 – Code of ethical behaviour
Directors should set high standards of ethical
behaviour, model this behaviour and hold
management accountable for these standards being
followed throughout the organisation.
CODE OF ETHICS & STANDARDS OF
PROFESSIONAL CONDUCT
Kingfish’s Code of Ethics & Standards of Professional
Conduct details the ethical and professional behavioural
standards required of the directors of the Company and
those employees of the Manager who work on Kingfish
matters.
The Code of Ethics & Standards of Professional Conduct
covers a wide range of areas including: standards of
behaviour, conflicts of interest, proper use of Company
information and assets, compliance with laws and
policies, reporting concerns and receiving gifts.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics & Standards of
Professional Conduct is required to report it immediately
in accordance with the procedure set out in the Code of
Ethics & Standards of Professional Conduct.
Training on the requirements of 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 Kingfish's website for directors of
the Company and employees of the Manager to access
at any time.
SECURITIES TRADING POLICY
Kingfish’s Securities Trading Policy details the
restrictions on persons nominated by Kingfish (including
its directors and employees of the Manager who work
on Kingfish matters) (“Nominated Persons”) relating to
their trading in Kingfish shares and other securities.
Nominated Persons, with the permission of the board
of Kingfish, may trade in Kingfish shares only during
the trading window commencing immediately after
Kingfish’s weekly disclosure of its net asset value on
NZX Limited's (“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 Kingfish shares
when they have price sensitive information that is not
publicly available.
The Securities Trading Policy is available on Kingfish's
website.
1
Kingfish 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 Kingfish delegates its management personnel requirements to Fisher Funds pursuant
to an Administration Services Agreement and does not have its own CEO.
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ANNUAL REPORT
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CONFLICTS OF INTEREST POLICY
The Company's Conflicts of Interest Policy outlines the
board’s policy on conflicts of interest. The policy details
the processes 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
Kingfish’s board operates under a written charter which
defines the respective functions and responsibilities of the
board, focusing on the values, principles and practices
that provide the Company's corporate governance
framework.
The board has overall responsibility for all decision
making within Kingfish. The board is responsible for the
direction and control of Kingfish and is accountable to
shareholders and others for Kingfish’s performance and
its compliance with the applicable laws and standards.
The board has delegated the day-to-day portfolio and
administrative management responsibilities relating
to Kingfish to the Manager. The responsibilities of
the Manager are clear as they are described in the
Management Agreement and Administration Services
Agreement with Kingfish.
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
regular 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 Kingfish and can
request any information they consider necessary for
informed decision making.
The Board Charter is available on Kingfish's website.
NOMINATION AND APPOINTMENT OF
DIRECTORS
In accordance with Kingfish’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 nomination, appointment and removal
of directors are contained in Kingfish’s constitution and
the Board Charter. The Remuneration and Nominations
Committee of the board is responsible for identifying
and nominating candidates to fill director vacancies for
board approval.
CORPORATE GOVERNANCE STATEMENT CONTINUED
WRITTEN AGREEMENT
Kingfish 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,
obligations to declare relevant conflicting 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 their experience, length of service and
attendance at board meetings is available on pages
26 and 29 of this Annual Report and also on Kingfish's
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 31 March 2022, the board considers that each
of Alistair Ryan (Chair), Carol Campbell, Andy Coupe
and David McClatchy are independent directors and
therefore the board has determined that all of the
directors on the board are independent directors.
Information in respect of each director's ownership
interests in Kingfish shares and warrants is available on
page 59.
DIVERSITY
Kingfish has a formal Diversity Policy applicable
to the Company's directors. 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 and that membership of the
board is best served by having a mix of individuals
with deep expertise and a breadth of experience. This
objective is recognised in the Diversity Policy.
All appointments to the board are based on merit,
and include consideration of the board’s diversity
needs, including gender diversity. The principal
measurable diversity objective adopted by the
board is to embed gender diversity as an active
consideration in all succession planning for board
positions. The board assesses annually both the
objective set out in the Diversity Policy and the
Company's progress in achieving that objective.
During the financial year to 31 March 2022, Carmel
Fisher retired from the board (6 August 2021)
after serving as a director since 2004 and David
McClatchy was appointed as an independent director
effective 1 July 2021.
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ANNUAL REPORT
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Alistair Ryan (Chair since 2012) announced his
retirement in January 2022, with effect from 1 June
2022. Andy Coupe, a director on the Kingfish board
since 2013, and current Chair of Kingfish's Investment
Committee, will succeed Alistair Ryan as Chair of the
Board. The board has appointed Fiona Oliver as an
independent director effective 1 June 2022.
The board’s gender composition as at the two most
recent annual balance dates was as follows:
NumberProportion
31 March 2022FemaleMaleFemaleMale
Directors1325%75%
NumberProportion
31 March 2021FemaleMaleFemaleMale
Directors2250%50%
The Diversity Policy is available on the Kingfish website.
DIRECTOR TRAINING
All directors are responsible for ensuring they remain
current in understanding how best to perform 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 undertaken 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 as
considered appropriate.
INDEPENDENT CHAIR AND SEPARATION OF THE
CHAIR AND CHIEF EXECUTIVE
The current Chair of the Board is an independent
director and Andy Coupe, who will become Chair on
1 June 2022, is also an independent director. Kingfish
does not have a Chief Executive as it 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 eight board meetings, two Audit and
Risk Committee meetings, two Remuneration and
Nominations Committee meeting and two Investment
Committee meetings were held in the financial year
ended 31 March 2022. Director attendance at board
meetings and committee meetings is shown below.
DirectorBoard
Audit and
Risk
Committee
Remuneration
and
Nominations
Committee
Investment
Committee
Carol
Campbell
8/82/22/22/2
Andy
Coupe
8/82/22/22/2
Carmel
Fisher
#
3/31/11/11/1
David
McClatchy
#
5/51/11/11/1
Alistair
Ryan
8/82/22/22/2
#
The meeting attendance for Carmel Fisher and David
McClatchy pertain to the meetings that were held while they
were directors.
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 Kingfish's
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 Company's 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 external 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,
both of whom are independent directors.
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ANNUAL REPORT
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During the financial year ended 31 March 2022, 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
comprises all of the directors and was chaired by
Alistair Ryan. Andy Coupe will take over as Chair of
the Remuneration and Nominations Committee with
effect from 1 June 2022.
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 Kingfish's website.
INVESTMENT COMMITTEE
The Investment Committee Charter sets out the objective
of the Investment Committee, which is to oversee the
investment management of Kingfish to ensure the
portfolio is managed in accordance with the investment
mandate and with the long-term performance
objectives of Kingfish. The Investment Committee
Charter is available on Kingfish's website.
The Investment Committee currently comprises all of
the directors and was chaired by Andy Coupe. David
McClatchy will take over as Chair of the Investment
Committee with effect from 1 June 2022.
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 Kingfish.
Principle 4 – Reporting and disclosure
The board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures.
CONTINUOUS DISCLOSURE
Kingfish is committed to promoting investor confidence
by providing complete and equal access to information
in accordance with the NZX Listing Rules. Kingfish
has a Continuous Disclosure Policy designed to ensure
this occurs and a copy of the policy is available
on Kingfish's website. The Corporate Manager is
responsible for overseeing and co-ordinating required
disclosures to the market.
CHARTERS AND POLICIES
Kingfish’s key corporate governance documents,
including its Code of Ethics & Standards of Professional
Conduct, board and committee charters and other
policies, are available on Kingfish's website under the
“About Kingfish” and “Policies” sections.
FINANCIAL REPORTING
Kingfish believes its financial reporting is balanced,
clear and objective. Kingfish is committed to ensuring
integrity and timeliness in its financial and non-
financial reporting 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 31 March 2022, Kingfish did not have a
formal environmental, social and governance (ESG)
framework. Kingfish 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. Kingfish
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 Kingfish board is fully supportive of. Details
of the Manager’s ESG framework can be seen on the
Manager’s website, www/fisherfunds.co.nz/about-us/
responsible-investing
The Financial Sector (Climate-related Disclosures and
Other Matters) Amendment Act 2021 received royal
assent in October 2021. This legislation introduces a
new financial reporting requirement which requires
certain entities, to be known as Climate Reporting
Entities (CREs), to produce annual climate statements
that identify and report on the impact of climate
change on their organisations and disclose greenhouse
gas emissions. The new legislation is based on the
recommendations of the Taskforce on Climate-related
Financial Disclosures (TCFD), which brings the New
Zealand financial reporting regarding climate risk into
line with similar reporting requirements already being
adopted around the world. It will impact the reporting
of most NZX listed issuers such as Kingfish.
CORPORATE GOVERNANCE STATEMENT CONTINUEDCORPORATE GOVERNANCE STATEMENT CONTINUED
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ANNUAL REPORT
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The New Zealand External Reporting Board (XRB) is
developing the New Zealand accounting standard for
the new climate risk financial reporting, (the Aotearoa
New Zealand Climate Standard 1: Climate-related
Disclosures (NZ CS 1). It is currently expected that
this standard will be finalised by the end of 2022 and
will take effect, as with the new climate statements,
for financial periods which commence on or after 1
January 2023.
The Kingfish board will determine the appropriate
climate risk reporting for Kingfish, once the new
accounting standard has been finalised.
Principle 5 – Remuneration
The remuneration of directors and executives should
be transparent, fair and reasonable.
DIRECTORS’ REMUNERATION
The Company's 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 Kingfish's
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 passed 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 Kingfish for the financial year
ended 31 March 2022. No director received fees or
payment for any other services to the Company. No
retirement payments have been made or agreed to be
made to any director during the financial year ended
31 March 2022.
Directors’ remuneration* for the 12 months ended
31 March 2022
Alistair Ryan (chair)$50,000
(1)
Carol Campbell$ 3 7, 5 0 0
(2)
Andy Coupe$ 3 7, 5 0 0
(3)
Carmel Fisher$11, 3 6 7
(4)
David McClatchy$24,375
(5)
*excludes GST
(1)
$4,974 of this amount was applied to the purchase of
2,477 shares under the Kingfish Share Purchase Plan.
(Alistair Ryan holds in excess of the 50,000 share threshold
set out in the Kingfish Share Purchase Plan but has elected
to continue in the plan.)
(2)
Included in this total amount is $5,000 that Carol Campbell
received as Chair of the Audit and Risk Committee. $3,731
of this amount was applied to the purchase of 1,858 shares
under the Kingfish Share Purchase Plan. (Carol Campbell
holds in excess of the 50,000 share threshold set out in the
Kingfish Share Purchase Plan but has elected to continue in
the plan).
(3)
Included in this total amount is $5,000 that Andy Coupe
received as Chair of the Investment Committee. $3,731 of
this amount was applied to the purchase of 1,858 shares
under the Kingfish Share Purchase Plan.
(4)
Carmel Fisher retired from the Kingfish board 6 August
20 21.
(5)
David McClatchy joined the Kingfish board 1 July 2021.
Details of remuneration paid to directors are also
disclosed in note 10 to the financial statements for the
financial year ended 31 March 2022. The directors’
fees disclosed in the financial statements include a
portion of non-recoverable GST expensed by Kingfish.
DIRECTORS’ SHAREHOLDING - SHARE PURCHASE
PLAN
A Share Purchase Plan was introduced by the board in
2012 which requires each director to allocate 10% of
their annual director’s fee to the purchase (on market)
of Kingfish shares. Once an individual director’s
shareholding reaches 50,000 shares, the director can
elect whether to continue in the plan. The intention of
the Share Purchase Plan is to further align the interests
of directors with those of Kingfish shareholders.
EXECUTIVE REMUNERATION
Kingfish delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement. For this reason,
Kingfish 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. Kingfish does
not set the remuneration policies applicable to the
Manager's personnel. The fees paid to Fisher Funds
for administration services are set out in note 10 to
Kingfish’s financial statements for the financial year
ended 31 March 2022.
Principle 6 – Risk management
Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The board should regularly verify that
the issuer has appropriate processes that identify
and manage potential and material risks.
RISK MANAGEMENT FRAMEWORK
The board has overall responsibility for Kingfish’s system
of risk management and internal control. Kingfish has
in place policies and procedures to identify areas of
significant business risk and implements procedures to
manage those risks effectively.
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ANNUAL REPORT
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Key risk management tools used by Kingfish include
the Audit and Risk Committee function, outsourcing of
certain functions to service providers, internal controls,
financial and compliance reporting procedures and
processes and business continuity planning. Kingfish also
maintains insurance policies that it considers adequate
to meet its insurable risks.
The board is actively involved in tracking the
development of existing risks and the emergence of new
risks to Kingfish’s business. The Audit and Risk Committee
and board receive regular reports on the operation
of risk management policies and procedures from the
Manager. Significant risks are discussed at each board
meeting, and/or as required.
In addition to Kingfish’s policies and procedures in place
to manage business risks, 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. There continues to be ongoing Covid-19
uncertainty, more recently in regards to the presence of
the Omicron variant and its impact on business activity
and economies in general.
During the 2022 financial year, global stock markets
experienced renewed market volatility due to ongoing
Covid uncertainty, inflationary concerns and political
uncertainty in Europe (primarily as a result of the
Ukraine/Russia conflict).
The preparation of Kingfish's financial statements for the
financial year ended 31 March 2022 has not required
the addition of any new judgements or estimates.
Kingfish provides shareholders and warrant holders
with regular communications, covering the performance
of the Company and the performance of the
underlying stocks invested into by the Company. The
communications include monthly updates, quarterly
newsletters and annual reports. Numerous NZX
announcements are also made, including weekly and
month end NAV per share, and interim and annual
financial statements.
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.
Kingfish’s Audit and Risk Committee makes
recommendations to the board on the appointment
of the external auditor. The Audit and Risk Committee
monitors the independence and effectiveness of
the external auditor and approves and reviews any
non-audit services performed by the external auditor.
An External Auditor Independence Policy, which
documents the framework of Kingfish’s relationship with
its external auditor, was adopted by the board in May
2018. This policy includes procedures:
a. to sustain communication with Kingfish’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 Kingfish; and
d. to provide for the monitoring and approval by the
Audit and Risk Committee of any service provided
by the external auditor to Kingfish other than in their
statutory audit role.
The Audit and Risk Committee meets with the external
auditor, without management present, to approve their
terms of engagement, audit partner rotation (at least
every five years) and audit fee, and to review and
provide feedback in respect of the annual audit plan.
The Audit and Risk Committee holds private sessions
with the external auditor.
Kingfish’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 the limited
circumstances set out in the Act.
The Audit and Risk Committee has assessed PwC
to be independent and confirmed that the non-
audit services they have provided in relation to
confirming the amounts used in the Manager's
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 2022 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 Kingfish and their independence in relation to the
conduct of the audit.
Kingfish 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 as described above
in relation to Principle 6. Kingfish delegates day-
to-day portfolio and administrative management
responsibilities relating to Kingfish to the Manager and
the Corporate Manager is responsible for managing
operational and compliance risks across Kingfish’s
business and reporting on those matters to the board
as needed.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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ANNUAL REPORT
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Principle 8 – Shareholder rights and relations
The board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the issuer.
INFORMATION FOR SHAREHOLDERS
The board recognises the importance of providing
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 Kingfish’s
performance.
Kingfish’s website, www.kingfish.co.nz, provides
information to shareholders and investors about the
Company. Kingfish’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 Kingfish’s
directors, copies of key corporate governance
documents and general company information.
The board recognises that other stakeholders may
have an interest in Kingfish’s activities. While there are
no specific stakeholders’ interests that are currently
identifiable, Kingfish will continue to review policies in
consideration of future interests.
COMMUNICATING WITH SHAREHOLDERS
Kingfish communicates regularly with its shareholders
through its monthly and quarterly updates. The
Company receives questions from shareholders from
time to time, and has processes in place to ensure
shareholder communications are responded to within
a reasonable timeframe. The Company’s website
sets out Kingfish’s appropriate contact details for
communications from shareholders. Kingfish also
provides options for shareholders to receive and send
communications by post or electronically.
SHAREHOLDER VOTING RIGHTS
When required by the Companies Act 1993, Kingfish’s
Constitution and the NZX Listing Rules, Kingfish will
refer decisions to shareholders for approval. Kingfish’s
policy is to conduct voting at its shareholder meetings
by way of poll and on the basis of one share, one vote.
NOTICE OF ANNUAL MEETING
The 2022 Kingfish Notice of Annual Shareholders'
Meeting will be sent to shareholders at least 20 working
days prior to the meeting and will be published on
Kingfish's website.
Subject to any Covid-19 restrictions which prevent
the Company from holding a physical meeting, this
year’s Annual Shareholders' Meeting will be held at
10.30am on 5 August 2022, at the Ellerslie Event
Centre in Auckland. Full participation of shareholders is
encouraged at the Annual Shareholders' Meeting and
shareholders are also encouraged to submit questions in
writing prior to the meeting.
MANAGEMENT AGREEMENT RENEWAL
The Management Agreement between Kingfish and
Fisher Funds is subject to renewal every five years.
The Management Agreement is next subject to
renewal in 2024.
NZX WAIVERS
There were no waivers granted by NZX or relied upon
by the Company in the financial year ended 31 March
2022.
CAPITAL RAISINGS
Kingfish Warrant Issue (KFLWF)
On 15 November 2021, Kingfish issued 79,075,168
warrants to eligible shareholders (being shareholders
with a registered address in New Zealand on
the record date of 12 November 2021). Kingfish
shareholders were issued one warrant for every four
shares held on the record date. Each warrant entitles
an eligible shareholder to subscribe for one additional
share in Kingfish on the exercise date (18 November
2022).
The exercise price will be $2.03 less any cash
dividends declared on the shares by the Company with
a record date between 15 November 2021 and the
announcement of the exercise price. The final exercise
price will be calculated and advised to warrant holders
at least six weeks before the exercise date.
Further information in relation to the Kingfish warrant
issue can be found in the Warrant Terms Offer
Document dated 18 October 2021, at the following
link: https://kingfish.co.nz/assets/Investor-Centre/
KFLWG-Warrant-Terms-Offer-Doc-2021.pdf.
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ANNUAL REPORT
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FOR THE YEAR ENDED 31 MARCH 2022
We present the financial statements for Kingfish Limited for the year ended 31 March 2022.
We have ensured that the financial statements for Kingfish Limited present fairly the financial position of the
Company as at 31 March 2022 and its financial performance and cash flows for the year ended on that date.
We have ensured that the accounting policies used by the Company comply with generally accepted
accounting practice in New Zealand and believe that proper accounting records have been kept. We have
ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.
We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and
detect fraud and other irregularities.
The Kingfish board authorised these financial statements for issue on 23 May 2022.
Andy Coupe Carol Campbell
David McClatchy Alistair Ryan
DIRECTORS’ STATEMENT
OF RESPONSIBILITY
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2022
FINANCIAL
STATEMENTS CONTENTS
36Statement of Comprehensive Income
37Statement of Changes in Equity
38Statement of Financial Position
39Statement of Cash Flows
40Notes to the Financial Statements
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ANNUAL REPORT
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Notes
2022
$000
2021
$000
Interest income 75 49
Dividend income 7, 8 0 9 5, 410
Net changes in fair value of investments 2 (19,951) 150,504
Other income 1, 413 3
Total (loss)/income (10,654) 155,96 6
Operating expenses3 6,632 13,233
Operating (loss)/profit before tax ( 1 7, 2 8 6 ) 142,733
Total tax expense4 20 20
Net operating (loss)/profit after tax attributable to shareholders ( 1 7, 3 0 6 ) 142, 713
Total comprehensive (loss)/income after tax attributable to shareholders ( 1 7, 3 0 6 ) 142, 713
Basic earnings per share6 (5.49c) 56.28c
Diluted earnings per share6 (5.49c) 54.65c
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 MARCH 2022
STATEMENT OF COMPREHENSIVE INCOME
KINGFISH LIMITED
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Attributable to shareholders of the Company
Notes
Share
Capital
$000
Performance
Fee Reserve
$000
Retained
Earnings
$000
Total
Equity
$000
Balance at 31 March 2020 278,854 0 66,550 345,404
Comprehensive income
Net operating profit after tax 0 0 142, 713 142, 713
Total comprehensive income for the year ended 31 March 2021 0 0 142, 713 142, 713
Transactions with shareholders
Dividends paid5 0 0 (33,895) (33,895)
New hares issued under dividend reinvestment plan5 12, 402 0 0 12, 402
Shares issued for warrants exercised 84,823 0 0 84,823
Total transactions with shareholders for
the year ended 31 March 2021 9 7, 2 2 5 0 (33,895) 63,330
Balance at 31 March 2021 376,079 0 175,368 5 51, 4 4 7
Comprehensive income
Net operating (loss) after tax 0 0 ( 1 7, 3 0 6 ) ( 1 7, 3 0 6 )
Total comprehensive income for the year ended 31 March 2022 0 0 ( 1 7, 3 0 6 ) ( 1 7, 3 0 6 )
Transactions with shareholders
Dividends paid5 0 0 (45,207) (45,207)
New shares issued under dividend reinvestment plan5 16,505 0 0 16,505
Costs relating to warrants issued or exercised (30) 0 0 (30)
Total transactions with shareholders for the year ended 31 March 2022 16, 475 0 (45,207) (28,732)
Balance at 31 March 2022 392,554 0 112,855 505,409
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 MARCH 2022
STATEMENT OF CHANGES IN EQUITY
KINGFISH LIMITED
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Notes
2022
$000
2021
$000
SHAREHOLDERS' EQUITY 505,409 5 51, 4 4 7
Represented by:
ASSETS
Current Assets
Cash and cash equivalents 9 8,006 33,528
Trade and other receivables 7 3,519 369
Investments at fair value through profit or loss 2 494,850 526,523
Total Current Assets 506,375 560,420
TOTAL ASSETS 506,375 560,420
LIABILITIES
Current Liabilities
Trade and other payables 8 966 8,973
Total Current Liabilities 966 8,973
TOTAL LIABILITIES 966 8,973
NET ASSETS 505,409 5 51, 4 4 7
These financial statements have been authorised for issue for and on behalf of the Board by:
A B Ryan / Chair C A Campbell / Chair of the Audit and Risk Committee
23 May 2022 23 May 2022
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 MARCH 2022
STATEMENT OF FINANCIAL POSITION
KINGFISH LIMITED
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ANNUAL REPORT
2022
FOR THE YEAR ENDED 31 MARCH 2022
Notes
2022
$000
2021
$000
Operating Activities
Sale of listed equity investments 78,856 81, 493
Interest received 75 49
Dividends received 7, 7 9 5 5,612
Other income received 1, 414 1
Purchase of listed equity investments (69,786) (129,235)
Operating expenses (15,124 ) (6,195)
Taxes paid (20) (20)
Net cash inflows/(outflows) from operating activities9 3,210 (48,295)
Financing Activities
Proceeds from warrants exercised0 84,823
Warrant issue and exercise costs (30)0
Dividends paid (net of dividends reinvested) (28,702) (21, 493)
Net cash inflows/(outflows) from financing activities (28,732) 63,330
Net increase/(decrease) in cash and cash equivalents held (25,522) 15,035
Cash and cash equivalents at beginning of the year 33,528 18,493
Cash and cash equivalents at end of the year9 8,006 33,528
The accompanying notes form an integral part of these financial statements.
STATEMENT OF CASH FLOWS
KINGFISH LIMITED
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FOR THE YEAR ENDED 31 MARCH 2022
NOTES TO THE FINANCIAL STATEMENTS
KINGFISH LIMITED
NOTE 1 BASIS OF ACCOUNTING
Reporting Entity
Kingfish Limited ("Kingfish" or "the Company") is listed on the NZX Main Board, is registered in New
Zealand under the Companies Act 1993 and is an FMC Reporting Entity under the Financial Markets
Conduct Act 2013.
The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7 of
the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand
Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS) as appropriate to for-profit entities, and
International Financial Reporting Standards (IFRS).
The financial statements have been prepared on the historical cost basis, except for investment assets
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. Where relevant, prior year comparatives have
been reclassified to confirm with current year financial statement presentation. Where there has been
a material restatement of comparative information the nature of, and the reason for the restatement is
disclosed in the relevant notes.
The operating expenses include GST where it is charged by other parties as it cannot be reclaimed.
Accounting Policies
Accounting policies that summarise the recognition and measurement basis used and are relevant
to an understanding of the financial statements, are provided throughout the notes to the financial
statements and are designated by a symbol.
The accounting policies adopted have been consistently applied to all years presented, unless
otherwise stated.
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.
Financial Reporting by Segments
The Company operates in the New Zealand investment industry.
The Company is managed as a whole and is considered to have a single operating segment. There is
no further division of the Company or internal segment reporting used by the Directors when making
strategic, investment or resource allocation decisions.
There has been no change to the operating segments during the year.
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 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 Kingfish Board of Directors authorised these financial statements for issue on 23 May 2022.
No party may change these financial statements after their issue.
j
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NOTE 2 INVESTMENTS 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, Kingfish has classified all its
investments at fair value through profit or loss.
Investments are initially recognised at fair value and are subsequently revalued to reflect changes
in fair value. Net changes in the fair value of investments are recognised in the Statement of
Comprehensive Income.
Investments at fair value through profit or loss comprise New Zealand listed equity investment
assets.
All purchases and sales of investments are recognised at trade date, which is the date the
Company commits to purchase or sell the investment and transaction costs are expensed as
incurred. When an investment is sold, any gain or loss arising on the sale is included in the
Statement of Comprehensive Income. Realised gains or losses are calculated as the difference
between the sale proceeds and the carrying amount of the item.
The fair value of listed equity investments traded in active markets are based on last sale prices
at balance date, except where the last sale price falls outside the bid-ask spread for a particular
investment, in which case the bid price will be used to value the investment.
Dividend income from investments is recognised in the Statement of Comprehensive Income when
the Company's right to receive payments is established (ex-dividend date).
Investments recognised at fair value are categorised according to a fair value hierarchy that shows
the extent of judgement used in determining their fair value. Where unadjusted quoted prices are
used, the investments are categorised as Level 1. When significant inputs derived from observable
market data are used, the investments are categorised as Level 2. If significant inputs are not
based on observable market data, they are categorised as Level 3.
j
All listed equity investments held by Kingfish are categorised as Level 1. There have been no
transfers between levels of the fair value hierarchy during the year (2021: none). There were no
financial instruments classified as Level 2 or 3 at 31 March 2022 (2021: none).
Investments at fair value through profit or loss
2022
$000
2021
$000
New Zealand listed equity investments 494,850 526,523
Total financial assets at fair value through profit or loss 494,850 526,523
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ANNUAL REPORT
2022
NOTE 3 OPERATING EXPENSES
2022
$000
2021
$000
Management fees (note 10(a)) 5,344 5,671
Performance fees (note 10(a))0 6,291
Administration services (note 10(a)) 159 159
Directors' fees (note 10(b)) 185 176
Custody, accounting and brokerage 489 594
Investor relations and communications 190 150
NZX fees 70 64
Professional fees 54 19
Fees paid to the auditor:
Statutory audit and review of financial statements 53 41
Non assurance services
1
5 3
Other operating expenses 83 65
Total operating expenses 6,632 13,233
1
Non-assurance services relate to agreed upon procedures performed in respect of the performance
fee calculation. The current year figure relates to the procedures performed for the 2021 year which were
underaccrued and paid for during the 2022 financial year. There have been no procedures performed in the
2022 financial year. No other fees were paid to the auditor.
NOTE 4 TAXATION
Kingfish is a Portfolio Investment Entity ("PIE") for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted 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.
j
A deferred tax asset of $12,761,635, resulting largely from tax losses of $45,005,418, at
31 March 2022 (2021: tax asset of $11,943,247, tax losses of $42,138,868) has not been
recognised, as the tax structure of the Company is unlikely to lead to the utilisation of a deferred
tax asset. This unrecognised deferred tax asset is reviewed annually.
FOR THE YEAR ENDED 31 MARCH 2022
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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NOTE 4 TAXATION CONTINUED
Taxation expense is determined as follows:
2022
$000
2021
$000
Operating (loss)/profit before tax ( 1 7, 2 8 6 ) 142,733
Non-taxable realised gain on investments (22,405) (24,14 6)
Non-taxable unrealised (gain)/loss on investments 42,362 (126,351)
Imputation credits 2,306 1, 49 9
Non-deductible expenditure 407 513
Taxable income/(loss) 5,384 (5,752)
Tax at 28% 1,508 (1, 611)
Imputation credits (2,306) (1, 49 9)
Deferred tax not recognised 818 3,13 0
Total tax expense 20 20
Taxation expense comprises:
Current tax 20 20
20 20
Current tax balance
Opening balance 0 0
Current tax expense (20) (20)
Tax paid 20 20
Current tax receivable 0 0
Imputation credits
The imputation credits available for subsequent reporting periods total $261,652 (2021: $226,561).
This amount represents the balance of the imputation credit account at the end of the reporting
period, adjusted for imputation credits that will arise from the receipt of dividends recognised as a
receivable at 31 March 2022.
NOTE 5 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.
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ANNUAL REPORT
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NOTE 5 SHAREHOLDERS' EQUITY CONTINUED
Kingfish has 320,875,194 fully paid ordinary shares on issue (2021: 312,037,141). All ordinary
shares are classified as equity, rank equally and have no par value. All shares carry an entitlement
to dividends and one vote is attached to each fully paid ordinary share.
Buybacks
Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2022,
Kingfish did not acquire any shares (2021: 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 (2021: nil).
Warrants
On 15 November 2021, 79,075,168 new Kingfish warrants were allotted and quoted on the NZX
Main Board. One new warrant was issued to all eligible shareholders for every four shares held on
record date (12 November 2021).
There were no warrants alloted in the prior year.
Dividends
Dividend distributions to the Company's shareholders are recognised as a liability in the financial
statements in the period in which the dividends are declared by the Kingfish board.
Kingfish has a distribution policy where 2% of average NAV is distributed each quarter. Dividends
paid during the year comprised:
2022
$000
Cents per
share
2021
$000
Cents per
share
25 Jun 2021 11, 2 3 4 3.60 26 Jun 2020 7, 6 0 7 3.06
24 Sep 2021 11, 0 5 9 3.52 25 Sep 2020 8,139 3.25
17 Dec 2021 11,608 3.67 18 Dec 2020 8,729 3.46
25 Mar 2022 11, 3 0 6 3.55 26 Mar 2021 9, 42 0 3.71
45,207 14.34 33,895 13. 4 8
Dividend Reinvestment Plan
Kingfish has a dividend reinvestment plan which provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-
day volume weighted average share price from the date the shares trade ex-entitlement. During the
year ended 31 March 2022, 8,838,053 ordinary shares totalling $16,504,860 (2021: 7,163,600
ordinary shares totalling $12,401,697) were issued in relation to the plan for the quarterly dividends
paid. To participate in the dividend reinvestment plan, a completed participation notice must be
received by Kingfish before the next record date.
FOR THE YEAR ENDED 31 MARCH 2022
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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NOTE 6 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares on issue during the year. Diluted
earnings per share assumes conversion of all dilutive potential ordinary shares in determining the
denominator. Potential ordinary shares include outstanding warrants.
Basic earnings per share20222021
Net operating (loss)/profit after tax attributable to shareholders ($'000) ( 1 7, 3 0 6 ) 142,713
Weighted average number of ordinary shares on issue net of treasury
stock ('000) 315, 429 253,583
Basic earnings per share (5.49c) 56.28c
Diluted earnings per share
Net operating (loss)/profit after tax attributable to shareholders ($'000) ( 1 7, 3 0 6 ) 142,713
Weighted average number of ordinary shares on issue net of treasury
stock ('000) 315, 429 253,583
Diluted effect of warrants ('000)
1
0 7, 5 7 0
315, 429 261,153
Diluted earnings per share (5.49c) 54.65c
1
The warrants were not assumed to be exercised because they were antidilutive in the period as the warrant
exercise price (less dividends paid) of $1.96 was greater than the average share price of $1.87 between the
date of issue and 31 March 2022.
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NOTE 7 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.
2022
$000
2021
$000
Dividends receivable 341 327
Unsettled investment sales 1, 4 33 0
Related party receivable (note 10(a)(ii)) 1,688 0
Prepayments 57 42
Total trade and other receivables 3, 519 369
NOTE 8 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.
2022
$000
2021
$000
Related party payable (note 10(a)(i)) 547 7, 3 4 5
Unsettled investment purchases 268 1, 487
Other payables and accruals 151 141
Total trade and other payables 966 8,973
FOR THE YEAR ENDED 31 MARCH 2022
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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NOTE 9 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents
Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash
on deposit at banks and short-term money market deposits.
2022
$000
2021
$000
Cash - New Zealand 8,006 33,528
Cash and Cash Equivalents 8,006 33,528
Reconciliation of Net Operating Profit/(Loss) after Tax to Net Cash Flows
from Operating Activities
Net operating (loss)/profit after tax ( 1 7, 3 0 6 ) 142, 713
Items not involving cash flows
Unrealised losses/(gains) on revaluation of investments 42,362 (126,351)
42,362 (126, 3 51)
Impact of changes in working capital items
Increase/(decrease) in trade and other payables (8,007) 8,544
Decrease/(increase) in trade and other receivables (3,150) 2,018
(11,15 7 ) 10,562
Items relating to investments
Amounts paid for purchases of investments (69,786) (129,235)
Amounts received from sales of investments net of realised gains/losses 56,445 5 7, 3 4 0
Movements in unsettled purchases of investments 1,219 (1, 487 )
Movements in unsettled sales of investments 1, 4 33 (1,837 )
(10,689) (75,219)
Net cash inflows/(outflows) from operating activities 3,210 (48,295)
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NOTE 10 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.
a. Fisher Funds Management Limited
Fisher Funds Management Limited ("Fisher Funds" or "the Manager") is an entity that provides key
management personnel services to Kingfish by virtue of its management agreement.
In return for the performance of its duties as Manager, Fisher Funds is paid the following fees:
Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and
payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the
Manager's interests with those of the Kingfish shareholders. For every 1% underperformance (relative
to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by
0.1%, subject to a minimum 0.75% per annum management fee.
Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess
returns over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank
Bill Index plus 7%) subject to achieving the High Water Mark ("HWM"). The total performance fee
amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees) and 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 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 and are treated in line with a typical operating expense.
Administration fee: Fisher Funds provides corporate administration services and a fee is payable
monthly in arrears.
(i) Fees earned and payable:
2022
$000
2021
$000
Fees earned by the Manager for the year ended 31 March
Management fees 5,344 5,671
Performance fees0 6,291
Administration services 159 159
Operating expenses 5,503 12,121
For the year ended 31 March 2022, the Manager did not achieve a return in excess of the
performance fee hurdle return and the HWM (2021: excess returns of $125,658,709 were
generated). Accordingly, the Company has not expensed a performance fee (2021: Performance fee
of $6,290,731 was expensed).
Fees payable to the Manager at 31 March
Management fees 534 1,028
Performance fees 0 6,291
Administration services 13 26
Related party payables 547 7, 3 4 5
FOR THE YEAR ENDED 31 MARCH 2022
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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NOTE 10 RELATED PARTY INFORMATION CONTINUED
(ii) Other income earned and credit note
Income received from the Manager for the year ended 31 March
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 Kingfish was $1,413,475, being overcharged GST
refunded of $1,385,125 plus UOMI of $28,350.
The GST refund was received by Kingfish 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.
Fees receivable from the Manager 31 March
Management fee credit note 1,688 0
Related party receivable 1, 6 8 8 0
Fisher Fund's management fee was calculated and invoiced at 1.25% of gross asset value, with a
balance date adjustment to reduce the management fee to 0.95% of gross asset value (31 March
2021: no adjustment) as the gross return underperformed the NZ 90 Day Bank Bill Index by 3.5%.
As a result of the management fee adjustment, Fisher Funds raised a credit note for $1,687,584 at
balance date which will be used by the Company to cover future monthly management fees until
used up.
(iii) Investment transactions with related parties
Off-market transactions between Kingfish and other funds managed by Fisher Funds take place for
the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are
conducted after the market has closed at last sale price (on an arm’s length basis). Purchases for the
year ended 31 March 2022 totalled $3,097,605 (2021: nil) and sales totalled $1,458,243 (2021:
nil).
b. Directors
Kingfish considers its Board of Directors ("Directors") key management personnel. Kingfish does not
have any employees.
During the financial year the Directors earned fees for their services of $184,725 (2021: $176,248).
The directors' fee pool is $157,500 (plus GST, if any) for the year ended 31 March 2022 (2021:
$157,500 + GST). There were no Director fees payable at the end of the period (31 March 2021:
nil). Directors’ fees exceeded the pool due to the Company temporarily having five directors during
the year between the appointment of David McClatchy (1 July 2021) and the retirement of Carmel
Fisher (6 August 2021).
The directors held shares in the Company at 31 March 2022 which total 0.06% of total shares on
issue (31 March 2021: 4.50%). The reduction in Director Shareholding is a result of changes in
Directors during the financial year. The Directors held warrants in the company as at 31 March 2022
which total 0.06% of total warrants on issue. The Directors did not hold warrants in the company as
at 31 March 2021, as there were none on issue.
Dividends of $525,429 (2021: $1,513,160) were also received by directors or their associates as a
result of their shareholding.
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NOTE 11 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 Kingfish and Fisher Funds details permitted investments.
Financial instruments currently recognised in the financial statements also comprise cash and cash
equivalents, 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 maximum market risk resulting from financial instruments is determined as their fair value.
Price Risk
Price risk is the risk of gains or losses from changes in the market price of investments. The Company
is exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. The
following companies individually comprise more than 10% of Kingfish’s total assets at 31 March
2022, and therefore fluctuations in the value of these portfolio companies will have a greater impact
on the overall investments balance.
2022 2021
Mainfreight Limited20%18%
Infratil Limited18%14%
Fisher and Paykel Healthcare Corporation Limited14%16%
Summerset Group Ltd10%8%
Interest Rate Risk
Interest rate risk is the risk of movements in local interest rates. The Company is exposed to the risk
of gains or losses or changes in interest income from movements in local interest rates. There is no
hedge against the risk of movements in interest rates.
The Company may use short-term fixed rate borrowings to fund investment opportunities. There were
no borrowings at 31 March 2022 (2021: nil).
Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because
of changes in foreign exchange rates. The Company generally holds assets denominated in New
Zealand dollars and is therefore not directly exposed to currency risk. The portfolio companies that
Kingfish invests in may be affected by currency risk that may impact on the market value of the
underlying portfolio company.
Sensitivity Analysis
The table below summarises the impact on net operating profit after tax and shareholders' equity
to reasonably possible changes in the carrying value of financial instruments to market risk
exposure at 31 March as follows:
FOR THE YEAR ENDED 31 MARCH 2022
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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ANNUAL REPORT
2022
NOTE 11 FINANCIAL RISK MANAGEMENT CONTINUED
2022
$000
2021
$000
Price risk
1
Investments at fair value
through profit or loss
(listed) Carrying value 494,850 526,523
Impact of a 20% change in market prices: +/- 98,970 105,305
Interest rate risk
2
Cash and cash
equivalents Carrying value 8,006 33,528
Impact of a 1% change in interest rates: +/- 80 335
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.
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 receivables are due from listed New Zealand companies
and are normally settled within a month after the Ex-Dividend date.
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 3 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 31 March 2022 (2021: nil).
There have been no subsequent events to suggest any issues with satisfying working capital and
investment requirements.
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ANNUAL REPORT
2022
NOTE 11 FINANCIAL RISK MANAGEMENT CONTINUED
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 June 2009, the Company continues to pay 2% of
average net asset value each quarter.
NOTE 12 NET ASSET VALUE
The audited net asset value of Kingfish as at 31 March 2022 was $1.58 per share (2021: $1.77)
calculated as the net assets of $505,409,400 divided by the number of shares on issue of
320,875,194 (2021: net assets of $551,446,689 and shares on issue of 312,037,141).
NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIES
There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2022
(2021: nil).
NOTE 14 SUBSEQUENT EVENTS
On 23 May 2022, the Board declared a dividend of 3.16 cents per share. The record date for this
dividend is 9 June 2022 with a payment date of 23 June 2022.
As at 18 May 2022 the Kingfish unaudited new asset value (NAV) had reduced to $461.8 million,
down 8.6% from 31 March 2022, due to market movements. Kingfish reports its unaudited NAV to
the NZX on a weekly and monthly basis.
There were no other events which require adjustment to or disclosure in these financial statements.
FOR THE YEAR ENDED 31 MARCH 2022
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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 Kingfish Limited
Our opinion
In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 31 March 2022, 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 31 March 2022;
● 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.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of investments at fair value through profit or loss. The
matter was addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on the matter.
52
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ANNUAL REPORT
2022
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 Kingfish Limited
Our opinion
In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 31 March 2022, 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 31 March 2022;
● 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.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of investments at fair value through profit or loss. The
matter was addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on the matter.
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 Kingfish Limited
Our opinion
In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 31 March 2022, 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 31 March 2022;
● 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.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of investments at fair value through profit or loss. The
matter was addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on the matter.
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PwC 2
Description of the key audit matter How our audit addressed the key audit matter
Valuation and existence of investments at
fair value through profit or loss
Investments at fair value through profit or loss
(the investments) are valued at $495 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 31 March 2022, all investments were in
companies that were listed on the NZX Main
Board and were actively traded with readily
available, quoted market prices.
All investments are held by 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,
Superannuation Member Administration, Investment
Administration and Registry for the period from 1 April 2021
to 31 March 2022.
We agreed the price for all investments held at 31 March
2022 to independent third-party pricing sources.
Our audit approach
Overview
Materiality Overall materiality: $2,527,000, which represents approximately 0.5% of the
net assets.
We used this benchmark because, in our view, the objective of the Company
is to provide investors with a total return on 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 investments at fair value through profit or
loss.
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.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the financial statements as a whole, taking into account the structure of the Company, the
accounting processes and controls, and the industry in which the Company operates.
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.
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ANNUAL REPORT
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PwC 3
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.
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.
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.
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ANNUAL REPORT
2022
PwC 4
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 Auckland
23 May 2022
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ANNUAL REPORT
2022
SHAREHOLDER INFORMATION
SPREAD OF SHAREHOLDERS AS AT 20 MAY 2022
Holding Range# of Shareholders# of Shares% of Total
1 to 999478202,4970.06
1,000 to 4,9991,1973 ,1 8 7, 5 8 80.99
5,000 to 9,9991,0 677, 3 74 ,1 7 52.30
10,000 to 49,9992,78564,901,19120.23
50,000 to 99,99971349, 316, 70715.37
100,000 to 499,99956410 6,18 8,6 3333.09
500,000 +668 9, 70 4 , 4 0 32 7. 9 6
TOTAL6,870320,875,194100%
20 LARGEST SHAREHOLDERS AS AT 20 MAY 2022
Holder Name# of Shares% of Total
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>13,8 59, 6974.32
CUSTODIAL SERVICES LIMITED <A/C 4>10,713,9733.34
STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA
SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED
<THE THORNTON-SCHOLTEN FAMILY A/C>4,335,3831.35
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>3,786,8841.18
FNZ CUSTODIANS LIMITED3 , 2 3 7, 6 8 81.01
LEVERAGED EQUITIES FINANCE LIMITED3,035,8660.95
DAVID HUGH BROWN & SUSANNA LLEWELLYN BROWN2,922,0000.91
CUSTODIAL SERVICES LIMITED <A/C 6>2,138,8 010.67
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>2,010,3760.63
ENE TRUSTEES LIMITED1, 7 76,24 50.55
LLOYD JAMES CHRISTIE1,639,8500.51
SEATON STUART JAMES BENNY1,607,3600.50
NEIL BARRY ROBERTS1,457,0000.45
MURRAY JOHN LOMBARD ALDRIDGE & LESLEY ANN ALDRIDGE &
ALDRIDGE TRUSTEE 2019 LIMITED <ALDRIDGE FAMILY A/C>1, 3 8 9, 7320.43
DAVID ROBERT APPLEBY & PRUDENCE JANE COTTER <DAVID APPLEBY
INVESTMENT A/C>1,320,0000. 41
COLIN DAVID CRAIG BENNETT1,304,2570. 41
STEPHEN THOMAS WRIGHT & JANICE ALISON WRIGHT1, 28 9, 73 60.40
ALBERT JOHN HARWOOD & MARLENE MARY HARWOOD1,288,3070.40
ASB NOMINEES LIMITED <146873 A/C>1,125, 58 50.35
COLIN DAVID CRAIG BENNETT & CLARICE AI LING BENNETT <C D C
& C A L BENNETT FAMILY A/C>1,112 , 6 9 30.35
TOTAL61, 3 51, 4 3 319.12
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ANNUAL REPORT
2022
SHAREHOLDER INFORMATION
SPREAD OF WARRANT HOLDERS AS AT 20 MAY 2022
Holding Range# of Shareholders# of Warrants% of Total
1 to 9991,38 05 6 7, 9 4 70.72
1,000 to 4,9992,4566,317,2597. 9 9
5,000 to 9,9991,0 9 07, 6 9 3 , 4 6 49. 73
10,000 to 49,9991,29426,656,16833.71
50,000 to 99,9991459,813, 26 512. 41
100,000 to 499,9998715,526,77819. 6 4
500,000 +1112, 50 0,28715.80
TOTAL6,4637 9, 0 75 ,16 8100%
20 LARGEST WARRANT HOLDERS AS AT 20 MAY 2022
Holder Name# of Warrants% of Total
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>3,464,9254.38
CUSTODIAL SERVICES LIMITED <A/C 4>2,570,7143.25
STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA
SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED
<THE THORNTON-SCHOLTEN FAMILY A/C>1,050,8691.33
FNZ CUSTODIANS LIMITED752,8610.95
LEVERAGED EQUITIES FINANCE LIMITED751,8680.95
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>741, 6 4 90.94
DAVID HUGH BROWN & SUSANNA LLEWELLYN BROWN725,0000.92
RONALD PAUL VINK713,0700.90
PAUL HUGHES & TAJRENA ALEXI & CR TRUSTEES LIMITED <PHTA
INVESTMENT A/C>638,3880.81
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>556,2410.70
CUSTODIAL SERVICES LIMITED <A/C 6>534,7020.68
ENE TRUSTEES LIMITED444,0620.56
BETH RITA STEWART414,0000.52
LAM PUT YIM410,0000.52
LLOYD JAMES CHRISTIE4 0 9,96 30.52
SEATON STUART JAMES BENNY386,0520.49
HAN SOL CHUNG3 5 7,1 4 20.45
MURRAY JOHN LOMBARD ALDRIDGE & LESLEY ANN ALDRIDGE &
ALDRIDGE TRUSTEE 2019 LIMITED <ALDRIDGE FAMILY A/C>333,7830.42
DAVID ROBERT APPLEBY & PRUDENCE JANE COTTER <DAVID APPLEBY
INVESTMENT A/C>330,0000.42
JOHN ALBERT GALT325,0000. 41
TOTAL15,910,2892 0.12
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kingfish limited /
ANNUAL REPORT
2022
STATUTORY INFORMATION
DIRECTORS’ RELEVANT INTERESTS IN EQUITY SECURITIES AT 31 MARCH 2022
Interests Register
Kingfish is required to maintain an interests register in which the particulars of certain transactions and matters
involving the directors must be recorded. The interests register for Kingfish is available for inspection at its
registered office. Particulars of entries in the interests register as at 31 March 2022 are as follows:
SharesWarrants
Held
Directly
Held by
Associated Persons
Held
Directly
Held by
Associated Persons
A B Ryan
(1)
6 ,11478,3031, 4 6918,807
C A Campbell
(2)
56,69713,618
R A Coupe
(3)
52,71412,6 61
D M McClatchy
(4)
NilNilNilNil
(1)
A B Ryan received 2,477 shares in the year ended 31 March 2022, purchased on market as per the terms of
the share purchase plan (issue price $2.00). A B Ryan received 6,178 shares in the year ended 31 March 2022,
issued under the dividend reinvestment plan (average issue price $1.88). A B Ryan and associated persons were
allocated 20,276 warrants in the year end 31 March 2022.
(2)
C A Campbell received 1,858 shares in the year ended 31 March 2022, purchased on market as per the
terms of the share purchase plan (issue price $2.00). C A Campbell received 4,149 shares in the year ended
31 March 2022, issued under the dividend reinvestment plan (average issue price $1.88). C A Campbell was
allocated 13,618 warrants in the year end 31 March 2022.
(3)
R A Coupe received 1,858 shares in the year ended 31 March 2022, purchased on market as per the terms
of the share purchase plan (issue price $2.00). R A Coupe received 3,857 shares in the year ended 31 March
2022, issued under the dividend reinvestment plan (average issue price $1.88). R A Coupe was allocated 12,661
warrants in the year end 31 March 2022.
(4)
D M McClatchy joined the Kingfish board after the share purchase plan had been actioned for the year and
therefore he did not hold any Kingfish shares or warrants as at 31 March 2022.
DIRECTORS HOLDING OFFICE
Kingfish’s directors as at 31 March 2022 were:
»A B Ryan (Chair)
»C A Campbell
»R A Coupe
»D M McClatchy
During the year, David McClatchy was appointed as an independent director (effective 1 July 2021) and Carmel
Fisher retired as a director (effective 6 August 2021).
On 18 January 2022, Alistair Ryan (Chair of Kingfish since 2012) announced that he would not be seeking
re-election at this year’s annual meeting and retired from the board, effective 1 June 2022. Andy Coupe, an
independent director of Kingfish since 2013, succeed Alistair Ryan as Chair from 1 June 2022.
On 14 March 2022, the board of Kingfish announced the appointment of Fiona Oliver as an independent director,
effective 1 June 2022. In accordance with the Kingfish constitution and NZX Listing Rules, Fiona Oliver will stand
for election at the 2022 Annual Shareholders’ Meeting.
In accordance with the Kingfish constitution and NZX Listing Rules, David McClatchy was elected as a director at
the 2021 Annual Shareholders’ Meeting and Carol Campbell was re-elected as a director at the meeting.
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2022
DIRECTORS’ INDEMNITY AND INSURANCE
Kingfish has arranged Directors’ and Officers’ liability insurance covering directors acting on behalf of Kingfish.
Cover is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful
acts committed while acting for Kingfish. The types of acts that are not covered include dishonest, fraudulent,
malicious acts or omissions, wilful breach of statute or regulations.
Kingfish has granted an indemnity in favour of all current directors of the Company in accordance with its
constitution.
EMPLOYEE REMUNERATION
Kingfish does not have any employees. Corporate management services are provided to Kingfish by Fisher Funds
Management Limited.
DIRECTORS’ RELEVANT INTERESTS
The following were relevant interests of Kingfish’s directors as at 31 March 2022:
A B RyanBarramundi LimitedChair
Marlin Global LimitedChair
C A CampbellBarramundi LimitedDirector
Marlin Global LimitedDirector
T&G Global LimitedDirector
Hick Bros Holdings Limited & subsidiary companies Director
Woodford Properties 2018 LimitedDirector
alphaXRT LimitedDirector
New Zealand Post LimitedDirector
Key Assets FoundationTrustee
Key Assets NZ LimitedDirector
Kiwibank LimitedDirector
Asset Plus LimitedDirector
NZME LimitedDirector
Nica Consulting LimitedDirector
Cord Bank LimitedDirector
T&G Insurance LimitedDirector
Bankside Chambers LimitedDirector
Chubb Insurance New Zealand LimitedDirector
R A CoupeBarramundi LimitedDirector
Marlin Global LimitedDirector
Coupe Consulting LimitedDirector
Briscoe Group Limited Director
Television New Zealand LimitedChair
D M McClatchyBarramundi LimitedDirector
Marlin Global LimitedDirector
Guardians of NZ SuperannuationDirector
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ANNUAL REPORT
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AUDITOR’S REMUNERATION
During the 31 March 2022 year, the following amounts were paid/payable to the auditor,
PricewaterhouseCoopers New Zealand.
$000
Statutory audit and review of financial statements53
Other assurance services0
Non assurance services5
PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under
the Auditor Regulation Act 2011.
DONATIONS
Kingfish did not make any donations during the year ended 31 March 2022.
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ANNUAL REPORT
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REGISTERED OFFICE
Kingfish Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
DIRECTORS
Independent Directors
Andy Coupe (Chair)
Carol Campbell
David McClatchy
Fiona Oliver
CORPORATE
MANAGEMENT TEAM
Wayne Burns
Beverley Sutton
MANAGER
Fisher Funds Management Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
SHARE REGISTRAR
Computershare Investor
Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
FOR MORE INFORMATION
For enquiries about transactions, changes of address and dividend payments, contact the share registrar above.
Alternatively, to change your address, update your payment instructions and to view your investment portfolio
including transactions online, please visit: www.investorcentre.com/NZ
FOR ENQUIRIES ABOUT KINGFISH CONTACT
Kingfish Limited, Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 93502, Takapuna, Auckland 0740
Phone: +64 9 489 7094 | Email: enquire@kingfish.co.nz
The information contained in this annual report is provided for information purposes only and does not constitute an offer,
invitation, basis for a contract, financial advice, other advice or recommendation to conclude any transaction for the purchase
or sale of any security, loan or other instrument. In particular, the information contained in this annual report is not financial
advice for the purposes of the Financial 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.
AUDITOR
PricewaterhouseCoopers
New Zealand
Level 27
PwC Tower
15 Custom 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 Kingfish
is investment in quality, growing
New Zealand companies.
DIRECTORY
62
kingfish limited /
ANNUAL REPORT
2022
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.