Winton Delivers Strong FY22 Result
MARKET ANNOUNCEMENT
NZX: WIN / ASX: WTN
24 August 2022
WINTON DELIVERS STRONG FY22 RESULT; RE-AFFIRMS FY23 GUIDANCE
Winton (NZX: WIN / ASX: WTN) is pleased to release its inaugural full year result as a publicly
listed company for the period ending 30 June 2022, slightly ahead of its PFI forecasts – based on
settlements of 449 units and $159.5 million in revenues, delivering a net profit after income tax of
$31.7 million.
Chris Meehan, Chair and CEO of Winton said: “This strong full year performance reflects the
underlying strength and resilience of the Winton business, which has been building over many
years.
“Winton is in tremendous shape – our landbank has the potential to yield up to 6,896 units,
including 919 retirement living units. Our gross pre-sales book sits at approximately $662.2 million
as at 30 June 2022, we have $204.8 million cash on hand and zero debt on our balance sheet.”
“We are executing against a core strategy to mitigate cost increases and supply disruptions, while
creating a diversified portfolio of distinct neighbourhoods in our core markets, and excitingly,
making significant progress on the luxury Northbrook retirement brand under Julian Cook’s
direction.”
“The double-digit year-on-year growth experienced in the New Zealand housing market over the
last few years was unsustainable by any measure. We have seen residential enquiries and sales
soften, but our long-term strategy of seeking pre-sales adds an important layer of resilience to our
financial position.”
“Looking forward, the New Zealand housing market remains in a structural undersupply position
and any contraction of the industry is likely to result in fewer operators. This is where we will
actively seek appropriate opportunities to further diversify and add scale to the Winton portfolio
and landbank,” he adds.
Relative to the prior corresponding period and in line with forecasts, Winton’s gross profit was
$72.4 million, 2.7% ahead of the Company’s PFI and 26.1% ahead of FY21. During FY22, the timing
of development and construction programmes resulted in Winton settling 18.8% fewer units than
FY21, which saw FY22 revenue 9.9% lower than in FY21, while cost of sales were 27.1% down on
FY21.
During FY22, Winton made significant progress across its 14 masterplanned neighbourhoods and
27 projects. The development of Winton’s luxury Northbrook retirement brand continues to
gather pace – with significant progress realised through the design and resource consent
application stages for the first five villages, located in Auckland, Christchurch, Queenstown and
Wanaka.
2
Winton continues to add to its landbank having recently settled on a 5,000 sqm Wynyard Quarter
site at Beaumont Street, Auckland for its Northbrook Wynyard luxury retirement village. Winton
also acquired a prime waterfront 1.2-hectare block within Wynyard Quarter, known as Pier 21
located on Westhaven Drive, Auckland.
More recently, Winton announced the establishment of the Winton / MaxCap Medium Density
Development Fund, a $200m equity investment vehicle that will focus on the acquisition and
construction of townhouse and apartment developments throughout New Zealand’s metropolitan
centres. This fund is expected to be the first of various funds management initiatives Winton will
employ across different sectors of the property market in the near term.
Winton reaffirms its FY23 guidance, while remaining subject to no material adverse changes or
unforeseen events, which is expected to deliver $344.7 million in revenue, $137.5 million EBITDA
and $98.8 million profit after income tax. Approximately 84.8% in pre-sales of forecast FY23
revenue has already been achieved.
In line with the Company’s dividend policy, the Winton Board declared a 1.07 cent dividend per
share for the six months ending 30 June 2022.
As at 30 June 2022, Winton’s landbank has the potential to yield up to 6,896 units, including 919
retirement living units. The Company’s gross pre-sales book was $662.2 million and continues to
grow, with cash holdings of $204.8 million and zero company debt. Winton’s residential,
commercial and retirement property portfolio as at 30 June 2022 has a total estimated Gross
Development Value (GDV) of approximately $4.6 billion.
Following a formal request for proposals for external audit services, the Winton Board
recommends Ernst & Young be appointed as its new external auditor. Winton has been extremely
satisfied with KPMG’s external audit services over the past five years and looks forward to
continuing to work with them on non-audit functions going forward. However, as the Company
heads into the next five year term, the Board believes that now is the appropriate time to rotate
external audit services. Ernst & Young’s proposed appointment as Winton’s external auditor is for
the financial year ending 30 June 2023 and is subject to approval by shareholders at Winton’s
Annual Shareholders’ Meeting to be held on 26 October 2022.
Winton’s Annual Report is also released today with the Company’s FY22 results, which contains
important information related to the company’s governance, operational updates, financial
commentary, Northbrook, and Winton’s environmental and social commitments.
Winton’s Annual Report and all future annual reports will be publicly available on our website
Investor Centre - Winton Land Limited. You may at any time, request a hard copy (or an electronic
copy) of the most recent and future Annual Reports free of charge. You can do so through our
share registry, Link Market Services, including by updating your communication preferences
online through the Investor Centre.
Ends.
For investor or analyst queries, please contact:
Jean McMahon, CFO
+64 9 869 2271
investors@winton.nz
3
For media queries, please contact:
Hugo Shanahan
+64 275 111 561 / hugo@shanahan.co.nz
About Winton
Winton is a residential land developer that specialises in developing integrated and fully
masterplanned neighbourhoods. Across its 14 masterplanned communities, Winton has a
portfolio of 27 projects expected to yield a combined total of circa 7,000 residential lots,
dwellings, apartment units, retirement village units and commercial lots. Winton listed on the
NZX and ASX in 2021. www.winton.nz
---
Template
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 17 October 2019
Results for announcement to the market
Name of issuer Winton Land Limited (WIN)
Reporting Period 12 months to 30 June 2022
Previous Reporting Period 12 months to 30 June 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$159,523 -10%
Total Revenue $159,523 -10%
Net profit/(loss) from
continuing operations
$31,657 -31%
Total net profit/(loss) $31,657 -31%
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.01070000
Imputed amount per Quoted
Equity Security
$0.00416111
Record Date 31 August 2022
Dividend Payment Date 14 September 2022
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.53 $0.41
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
This dividend is fully credited with imputation credits to the
extent permitted by the imputation credit rules and to the extent
that the directors of Winton determine were available.
This announcement is extracted from Winton’s audited financial
statements as at and for the twelve months ended 30 June
2022. A copy of these audited financial statements is attached to
this announcement.
Authority for this announcement
Name of person
authorised
to make this announcement
Jean McMahon
Contact person for this
announcement
Jean McMahon
Contact phone number +64 9 377 7003
Contact email address jean.mcmahon@winton.nz
Date of release through MAP
24 August 2022
Audited financial statements accompany this announcement.
---
Template
Distribution Notice
Updated as at June 2022
Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)
Section 1: Issuer information
Name of issuer Winton Land Limited
Financial product name/description Ordinary shares
NZX ticker code WIN
ISIN (If unknown, check on NZX
website)
NZWINE0003S1
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 31 August 2022
Ex-Date (one business day before the
Record Date)
30 August 2022
Payment date (and allotment date for
DRP)
14 September 2022
Total monies associated with the
distribution
1
$3,173,766.98
(296,613,736 shares at $0.0107 per share)
Source of distribution (for example,
retained earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.01486111
Gross taxable amount
3
$0.01486111
Total cash distribution
4
$0.01070000
Excluded amount (applicable to listed
PIEs)
N/A (not a listed PIE)
Supplementary distribution amount $0.00188824
Section 3: Imputation credits and Resident Withholding Tax
5
Is the distribution imputed Fully imputed
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is
fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute
advice as to whether or not RWT needs to be withheld.
If fully or partially imputed, please
state imputation rate as % applied
6
28%
Imputation tax credits per financial
product
$0.00416111
Resident Withholding Tax per
financial product
$0.00074306
Section 4: Authority for this announcement
Name of person
authorised to make
this announcement
Jean McMahon
Contact person for this
announcement
Jean McMahon
Contact phone number +64 9 377 7003
Contact email address jean.mcmahon@winton.nz
Date of release through MAP
24 August 2022
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
---
WINTON FY22 ANNUAL RESULTS
INVESTOR PRESENTATION
24 AUGUST 2022
2
Presenting today
Jean McMahon
Chief Financial Officer
OVATION APARTMENTS,
LAUNCH BAY
Chris Meehan
Chief Executive Officer
NORTHLAKE,
WANAKA
Contents
3
1.Business Overview
2.Business Highlights and Update
3.Financial Overview
4.Guidance and Outlook
1. BUSINESS OVERVIEW
5
Winton Business Overview
1
2
3
We have a track record of delivering premium, large scale, high return projects. We have achieved a 45% IRR on completed
developments to date.
Winton is a New Zealand based residential developer, with 27 projects across 14 communities.
We buy large parcels of land not currently zoned for residential development, adjacent to growth corridors, water and
transportation, which have strong prospects for rezoning.
4
We have 6,896 residential and commercial lots
1
, houses, townhouses and apartments in our pipeline, including 919
retirement village units to be developed.
5
A significant part of our value-creation is securing zoning and resource consents on land acquired; 80% of our current
portfolio is lots where Winton does not undertake residential construction.
6
7
We have secured $662m of gross pre-sales as at 30 June 2022. Of these, $564m are unconditional, with 49% to Crown entities.
We currently operate on an ungeared basis –we raised $350m capital on 17 December 2021 to fund growth opportunities.
Existing shareholders retained their shares. On 15 June 2022 we repaid our only debt facility.
Notes: 1. Residential and commercial lots refer to a parcel of land within a Winton development.
2. BUSINESS HIGHLIGHTS
AND UPDATE
7
FY22 Snapshot
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on management estimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement
period may change, including due to planning outcomes and market demand; 2. Adjusted for the removal of the one-off transaction costs relating to the Offer and listed company costs. 3. Pre-sales and contracted costs
as of 30 June 2022.
NZ$227m
average annual net revenue
and
NZ$84m
average annual
pro forma EBITDA
2
for the FY21/22A-23F period
45.4%
Gross profit
margin
80%
1
of portfolio
(by units) are
residential lots
limiting exposure to
construction
NZ$662m
of gross pre-sales
secured as at
30 June 2022
(with 49% to Crown entities)
19.8%
N PAT
919 Retirement
living units
targeted to be developed
across 5 existing projects
by FY27
84.8%
of forecast gross
revenue pre-sold and
100%
of development costs
under contracts
in the FY23F period
3
6,896
1
Residential lots
and dwellings
in pipeline from existing
projects
$159.5m
Revenue
Up 1% on PFI
Zero debt
449
Units delivered
and settled
27 Projects
at various stages
of development across a
diversified portfolio of
14 communities
35 Employees
$204.8m
Cash and cash
equivalents
485 Total
shareholders
8
FY22 Summary
Headline numbers are consistent with forecasted delivery of projects with improved gross profit margin.
FY22FY22 PFI
Movement
NZ$m(unless indicated otherwise)
Year Ended
30 Jun 2022
Year Ended
30 Jun 2022
Revenue
159.5158.0+1.0%
Number of settled units (#)
449428+4.9%
Gross profit72.470.5+2.7%
Gross profit margin
45.4%44.6%+1.8%
EBITDA45.042.8+5.1%
Pro forma EBITDA
50.849.0+3.6%
Profit after income tax31.729.7+6.7%
Pro forma profit after income tax
36.234.7+4.3%
One-off listing and offer costs are removed in the pro forma numbers to demonstrate the business's underlying performance.
Launched proposal for Sunfield - Australasia’s first sustainable community of scale.
9
FY22 Business Highlights
Progressed luxury retirement living brand, Northbrook.
Successfully raised $350 million in IPO and listed on the NZX and ASX.
Agreement with MaxCap to establish a $200m Medium Density Development Fund agreed August 2022.
Continued to grow pre-sale book, outpacing realised sales by gross c.$11m.
Launched multiple new projects throughout New Zealand.
LAUNCH BAY
LAKESIDE
RIVER TERRACE
WYNYARD
QUARTER
Execution onsite has continued at pace.
New acquisitions including Avon Loop, Wynyard Quarter, Parnell, and Pier 21.
10
Winton / MaxCap NZ Fund
Winton partners with leading New Zealand real estate investment manager.
Winton / MaxCapFund
•Winton recently announced the establishment of the Winton /
MaxCap Medium Density Development Fund.
•$200m equity investment vehicle that will focus on the acquisition and
construction of townhouse and apartment developments in New
Zealand.
•Fund further diversifies Winton’s capital sources and income streams.
•Expect this to be the first of other funds management initiatives that
Winton will employ across various sectors of the property market in
the near term.
•The establishment of the fund remains conditional upon Overseas
Investment Office Approval.
•In addition to the return on its equity, Winton will receive a fund
management fee equal to 1% of the funds under management, plus
an incentive fee equal to 20% of all profits.
•MaxCap Group is one of Australia’s leading Commercial Real Estate
financiers and is an established investment manager for domestic and
global institutions with Funds Under Management and Advice of circa
$7bn, having invested more than $15bn across more than 530
investments since inception in 2007. MaxCap New Zealand is a joint
venture established between MaxCap Group (50%), BayleysReal
Estate Group (25%) and Forsyth Barr (25%) in 2019.
JIMMY’S POINT,
LAUNCH BAY
Continued to Increase Pre-Sales Book, Outpacing
Realised Sales
Since 30 June 2021, Winton has pre-sold an additional $193m of units and settled $183m of units, increasing the
pre-sales book to $662m as of 30 June 2022.
11
720M
662M
-51M
-132M
652M
+119M
+74M
500
550
600
650
700
750
30-Jun-21SettlementsNew Sales31-Dec-21SettlementsNew Sales30-Jun-22
$ Millions
Gross Pre-Sales
SettlementsNew Sales
12
Winton’s Pipeline
Winton delivered 449 units in FY22 with over 6,896 units remaining in the landbank pipeline.
Lot sales from existing projects prior to
FY18A
Pipeline from Existing Projects
Actual units settled
Remaining UnitsForecast units to settle
218
160
171
76
553
449
766
6,000+
0
200
400
600
800
1,000
1,200
PriorFY18AFY19AFY20AFY21AFY22AFY23FFY24F+
Wynyard Quarter Auckland
•Located in Auckland, to be developed into a 21 luxury apartment
building (The Villard Apartments) and 150-unit Northbrook retirement
village.
Avon Loop Christchurch
•Located in Christchurch, to be developed into a 212-unit Northbrook
retirement village.
Parnell Auckland
•Site was purchased in May 2022 and will be developed into 6 luxury
apartments and 1 commercial unit.
Pier 21 Auckland
•1.2-hectare block within Wynyard Quarter on Westhaven Drive which
includes office space, boat storage, retail and an area for our flagship
Northbrook sales suite.
•Currently underutilised, a repositioned and rejuvenated Pier 21 will
add value and credence to Winton’s Northbrook Wynyard Quarter and
The Villard Apartments offering.
SunfieldAuckland Expansion
•Purchased an additional 14.4 hectare parcel of land which abuts the
Sunfielddevelopment. This parcel of land has been incorporated into
the Sunfieldmaster plan as additional employment zoned land.
Avon Loop Christchurch Expansion
•Purchased two additional parcels of land totalling 800 sqm, both of
which abuts the Avon Loop development. These parcels of land have
been incorporated into the Avon Loop master plan.
13
New Acquisitions
FY22
PIER 21
PARNELL
Winton settled Avon Loop in FY22 and Wynyard Quarter in July FY23 as forecast, with additional acquisitions at
Parnell and Pier 21 strengthening our portfolio.
14
Execution Onsite
FY22
NORTHLAKE
RIVER TERRACE
MARLBOROUGH
0
10
20
30
40
50
60
LakesideNorthlakeLaunch BayRiver
Terrace
BeachesNorth RidgeLongreach
$ Millions
Revenue Settled in FY22
LONGREACH
NeighbourhoodUnits Settled FY22
Lakeside
188
Northlake
98
North Ridge
53
Beaches
48
Launch Bay39
River Terrace12
Longreach11
Total449
Consented and settled 449 units including residential lots, commercial lots, dwellings, townhouses and
apartments.
15
Works Onsite have Continued at Pace
Northlake Wanaka
•Bulk earthworks for all future residential stages is complete with civil
works underway across Stage 16.
•Works are underway to deliver the 28 residential dwellings remaining
to be constructed at Northlake.
•Construction works commenced at the Townhouses, Commercial and
Apartments projects.
River Terrace Cromwell
•All civil works have been completed on the residential lots.
•Two dwellings under construction are on track to complete Q1 FY23.
Lakeside TeKauwhata
•Construction of Lakeside Village Shopping Centre progressing well.
•Officially opened RimuStreet, the second connection from Lakeside to
TeKauwhatatownship.
•Substantial earthworks continued in future stages.
North Ridge Cessnock
•Earthworks and civil works are well underway for stages 3 to 6.
Beaches Matarangi
•Earthworks and civil works continue on site for future stages currently
under construction.
Waterfall Park/AyrburnArrowtown
•Remediation of historic farm buildings underway for the hospitality
precinct, Ayrburn Domain.
•Significant progress has also been made on the civil works to Waterfall
Park.
LAKESIDE
BEACHES
WATERFALL
PARK/AYRBURN
NORTH RIDGE
FY22
Progressed works on future stages, managing supply chain shortages to ensure delivery programs stayed on
track.
Launch Bay Hobsonville
•Construction at the Ovation have progressed well, with interior fit out
currently progressing for completion December 2022.
•Launch Bay Townhouses are on track with cladding works currently
underway.
•Jimmy’s Point civil works have started with piling almost completed.
16
Progressed Luxury Retirement Living Vision,
Northbrook
•Assembling an experienced team, led by ex-Summerset CEO Julian
Cook.
•Appointed the world-class architect Woods Bagot.
•All projects have progressed both in design and operational
consideration. Focus on the Northbrook difference, apartment sizes,
ceiling heights, room spaces, the premium quality of the fit-out, and
amenities.
•Northbrook Wanaka continues at pace with building consent
documentation completed and negotiations being completed with our
nominated build partner. Construction is expected to start in late
2022, with the completion of the first units on track to be delivered in
FY24.
NorthbrookLocationTotal # of units
1
ZoningResource ConsentDetailed DesignCivil ConstructionBuilding ConsentConstructionSettlement
NorthlakeWanaka 134
Launch BayAuckland 221
Wynyard QuarterAuckland150
Avon LoopChristchurch 212
Arrowtown Queenstown202
Total919
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on management estimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement
period may change, including due to planning outcomes and market demand.
FY22 FY23 hhhhh
Northbrook
NORTHBROOK
WYNYARD QUARTER
Leveraging our existing expertise and capability in residential land acquisition and development to build and
operate luxury later living retirement villages.
17
Launched Proposal for Sustainable Community
Sunfield
A forward-thinking and innovative ’15-minute community’ powered by the sun and 90% less cars.
Winton lodged the SunfieldSpecified Development Project Application
with Kainga Ora in October 2021 under the Urban Development Act
2020 legislation to seek a rezoning of the property to allow the
proposed development. The innovative and forward-thinking
community included 3,643 homes, 50 hectares of employment land
creating over 11,000 permanent jobs, 22.8 hectares of parks and
wetlands, 90% less cars and powered by the sun. Enabling a car-less,
solar powered 15 minute neighbourhood would have allowed for truly
local living, taking a big step towards New Zealand's goal of carbon
neutrality.
Winton’s submission under the Urban Development Act legislation was
declined in April 2022.
However, we are moving forward with the 50 hectares of the property,
which is currently zoned future urban with a more traditional
masterplan supported by current regulation, yielding ~2,000 lots.
In parallel, Winton is absolutely firm in its resolve to pursue alternate
legislative pathways to rezone the remaining c.150 hectares of the
Sunfieldland, including the Resource Management Act.
Sunfield
18
Focused on Key Deliverables Onsite in FY23
BEACHES
FY23 will be a record year for Winton with 766 units forecast for delivery.
Neighbourhood
Units to Settle FY23
Lakeside264
Beaches195
Northlake129
North Ridge122
Launch Bay50
River Terrace6
Total766
84%
16%
FY 23F Revenue Pre-Sold
58%
24%
16%
2%
Total FY23F Revenue by Product
Dwellings/Townhouses
Apartments
Residential Lots
Commercial
UnsoldPre-sold
19
People and Planet
As one of New Zealand’s largest developers, we must do right by our people, customers, neighbourhoods,
partners, planet and investors. Doing so adds value to our business and ensures what we do is sustainable long-
term.
PEOPLE
PLANET
Our residents
Our people
Our partners
Our climate resiliency
Our environmental
impact
FY23
Formulate sustainability
framework
Measure carbon footprint
and set initial targets
Prepare initial voluntary
climate-related disclosures
Health and safety review
3. FINANCIAL OVERVIEW
21
FY22 Financial Performance
Statement of Financial Performance
NZ$m(unless indicated otherwise)
FY22FY22 PFI
1
Movement
FY21
Movement
Year Ended
30 Jun 2022
Year Ended
30 Jun 2022
Year Ended
30 Jun 2021
Revenue159.5158.01.5177.0(17.5)
Number of settled units (#)
44942821553(104)
Average revenue per unit (NZ$000)
355369(14)32035
Cost of sales(87.1)(87.5)0.4(119.6)32.5
Gross profit72.470.5(1.9)57.415.0
Gross profit margin
45.4%44.6%0.8%32.4%13%
Development management fees
---27.5(27.5)
Other income
2.11.01.11.11.0
Selling expenses(9.4)(9.7)0.3(6.5)(2.9)
Property expenses(0.6)(0.6)-(0.6)-
Administrative expenses(12.9)(10.9)(2.0)(8.5)(4.4)
Share-based payment expense(0.6)(0.9)0.3-(0.6)
Offer costs(6.0)(6.6)0.6-(6.0)
EBITDA45.042.82.270.4(25.4)
Depreciation(0.8)(0.6)(0.2)(0.6)(0.2)
EBIT44.242.22.069.8(25.6)
Interest0.4
-0.4(6.1)6.5
Net profit before tax44.642.22.463.7(19.1)
Income tax expense(12.9)(12.5)(0.4)(17.6)4.7
Profit after income tax31.729.72.046.1(14.4)
Pro forma EBITDA50.849.01.869.3(18.5)
Pro forma Profit after income tax36.234.71.545.2(9.0)
Note: 1. This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
Winton’s financial performance in FY22 is consistent with its forecast settlement profile.
22
FY22 Financial Position
Statement of Financial Position
NZ$m(unless indicated otherwise)
FY22FY22 PFI
1
FY21
As at
30 Jun 2022
As at
30 Jun 2022
Movement
As at
30 Jun 2021
Movement
Current assets
Cash and cash equivalents
204.8163.341.535.0169.8
Restricted cash
0.80.8-34.4(33.6)
Accounts receivable, prepayments, and other receivables
4.93.11.85.2(0.3)
Inventories
95.6125.5(29.9)47.048.6
Total current assets
306.1292.713.4121.6184.5
Non-current assets
Restricted cash
---11.1(11.1)
Inventories
86.3135.2(48.9)117.0(30.7)
Deposits paid on investment property acquisitions7.2-7.2-7.2
Investment properties
80.525.255.3-80.5
Property, plant and equipment
16.12.513.62.913.2
Right-of-use assets
0.60.50.10.7(0.1)
Intangible assets
0.10.1-0.1-
Total non-current assets
190.8163.527.3131.859.0
Total assets
496.9456.240.7253.4243.5
Current liabilities
Accounts payable, accruals, and other payables
24.933.0(8.1)16.68.3
Taxation payable
8.010.8(2.8)15.1(7.1)
Total current liabilities
32.943.8(10.9)31.71.2
Non-current
Borrowings
---128.7(128.7)
Lease liability
0.30.5(0.2)0.5
(0.2)
C
ontract liability
-7.2(7.2)7.2(7.2)
Deferred tax liabilities
9.62.76.91.18.5
Long term deposits
-0.4(0.4)0.4(0.4)
Total non-current liabilities
9.910.8(0.9)137.9(128.0)
Total liabilities
42.854.6(11.8)169.6(126.8)
Share capital
386.6336.350.349.1337.5
Foreign currency translation reserve
0.3-0.3-0.3
Share-based payment reserve
0.80.9(0.1)-0.8
Retained earnings
66.464.42.034.731.7
Total equity
454.1401.652.583.8370.3
Note: 1. This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
Winton has historically operated with a conservative level of debt in its capital structure.
23
FY22 Statement of Cash Flows
Statement of CashflowsFY22FY22 PFI
1
FY21
NZ$m (unless indicated otherwise)
Year Ended
30 Jun 2022
Year Ended
30 Jun 2022
Movement
Year Ended
30 Jun 2021
Movement
Cash flows from operating activities
Receipts from customers157.9162.2
(4.3)
208.6
(50.7)
Interest received2.2
1.6
0.6
0.2
2.0
Net GST (paid) / received
(0.1)(0.8)
0.7
1.2
(1.3)
Payment to suppliers and employees
(132.4)(170.6)
38.2
(106.9)
(25.5)
Purchase of development land
(4.0)
-
(4.0)
-
(4.0)
Deposits paid on unconditional contracts for land
(13.5)(12.4)
(1.1)
(10.0)
(3.5)
Interest and other finance costs paid
(7.5)(7.2)
(0.3)
(9.2)
1.7
Income tax (paid) / received
(11.5)(15.1)
3.6
0.1
(11.6)
Net cash flows from operating activities
(8.9)(42.3)
33.4
84.0
(92.9)
Cash flows from investing activities
Acquisition of land for investment properties
(36.4)-
(36.4)
-
(36.4)
Deposits paid on unconditional contracts for land for investment properties
(7.2)(7.8)
0.6
-
(7.2)
Payments to suppliers and employees for investment properties
(15.1)(14.1)
(1.0)
-
(15.1)
Acquisition of property, plant and equipment
(7.2)(0.3)
(6.9)
(0.3)
(6.9)
Net cash flows from investing activities
(65.9)(22.2)
(43.7)
(0.3)
(65.6)
Cash flows from financing activities
Proceeds from primary issuance
350.0300.0
50.0
-
350.0
Payment of offer costs
(18.5)(17.6)
(0.9)
-
(18.5)
Release / (funding) of restricted cash
43.140.4
2.7
(43.1)
86.2
Dividends paid to shareholders
--
-
(18.8)
18.8
(Repayment of) / proceeds from MMLIC facility
(130.0)(130.0)
-
130.0
(260.0)
Repayment of Clipper facility
--
-
(133.8)
133.8
Repayment of related party loans receivables
--
-
-
-
Net cash flows from financing activities
244.6192.8
51.8
(65.7)
117.5
Net increase in cash and cash equivalents
169.8128.3
41.5
18.0
151.8
Cash and cash equivalents at beginning of the period
35.035.0
-
17.0
18.0
Cash and cash equivalents at the end of the period
204.8163.3
41.5
35.0
169.8
Note: 1. This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
Following a successful capital raise, Winton is well positioned to execute its strategy.
24
FY22 Dividend
•The Board of Directors has declared a 1.0700 cent dividend per share.
This is in line with expectations as set out in the PDS.
•Winton’s dividend policy is to target an increasing distribution per
share over time within a pay-out ratio of approximately 20-40% of full-
year NPAT.
•From FY23, dividends are expected to be declared and paid twice
yearly following the release of interim and annual results.
•Dividends are declared at the Board’s discretion and depend on our
financial performance.
Winton confirms a dividend for FY22 in line with forecast.
LAKESIDE,
TE KAUWHATA
4. GUIDANCE AND
OUTLOOK
26
Reaffirming Guidance
Winton continues to operate with confidence, reaffirming forecasts in the Product Disclosure Statement (PDS)
issued on 1 December 2021.
•Reaffirm FY23 revenue guidance of $344.7 million revenue inline with
PDS issued on 1 December 2021.
•Pro forma EBITDA FY23 guidance remains unchanged at $137.5
million.$98.8 million profit after income tax.
•Looking further ahead, we are on target to meet the FY23 forecast.
For FY23, to date, we have achieved 84.8% in pre-sales of forecast
revenue.
This guidance is subject to no material adverse changes or unforeseen
events, no material development delays, material settlement defaults or
any further material covid-19 restrictions.
NORTHBROOK,
WANAKA
27
Market and Outlook
In Winton’s established market-leading position, with a history of successful developments and extensive
development pipeline, Winton will continue to execute its growth strategy, outperforming competitors and taking
market share.
•The double-digit year-on-year growth experienced in the NZ housing
market over the last few years was unsustainable by any measure.
•The underlying fundamentals of the New Zealand housing market
have shifted with increasing interest rates, an inflationary domestic
environment, increasing construction costs and the introduction of
the Credit Contracts and Consumer Finance Act.
•Naturally, residential sales enquiry and sales have softened; however,
Winton’s long-term strategy of seeking pre-sales has put us in good
stead, sheltering Winton’s financial performance from the ongoing
market volatility.
•The same cannot be said for everyone in the industry. The decrease in
sales has put further pressure on those already struggling with cost
increases and supply chain issues.
•The market remains in a structural undersupply and New Zealanders
still need homes, and the likely contraction of the industry will mean
there are fewer operators to build them.
•Supply chain issues have continued and we remain cautious about the
entire supply chain, confirming orders well in advance.
•We believe the New Zealand residential market will continue to
experience headwinds in the near term.
•The current market conditions will unlock potential land acquisition
opportunities for Winton. We are in a strong position to acquire land
at the right price and terms when the time is right, to support long
term depth and diversity of our development pipeline.
LAUNCH BAY,
HOBSONVILLE
QUESTIONS
APPENDICES
PRESENTING TODAY
Simon Ash
Chief Operating
Officer
Justine Hollows
General Manager,
Corporate Services
Julian Cook
Director of
Retirement
•Over 18 years’ experience in real estate, finance
and investment banking.
•Responsible for oversight of Winton’s business
operations.
•Previously at Macquarie Group and Brookfield
Financial.
•Over 18 years’ experience in law, including property
development, transactional and leasing work.
•Responsible for legal oversight, risk management,
compliance, and human resources.
•Previously at Auckland International Airport, Bell Gully,
and Minter Ellison.
•Over 20 years’ experience in corporate finance and
retirement living.
•Responsible for leading and executing Winton’s
retirement living strategy.
•Previously held CEO and CFO roles at Summerset
Group and spent 12 years at Macquarie Group.
30
ManagementTe a m
Chris Meehan
Chief Executive
Officer
Jean McMahon
Chief Financial
Officer
•Founded Winton in 2009.
•Over 30 years’ real estate experience.
•Strategic and operational leadership.
•Founded the Belle Property real estate
franchise in Australia, and grew the
business to 20+ offices across Australia
and New Zealand.
•Over 18 years’ experience in real
estate, finance and investment.
•Responsible for finance, tax and
accounting functions.
•Previously at Property for Industry,
Lloyds Banking Group and KPMG.
APPENDIX 1
A bridge summary of pro forma EBITDA and NPAT
31
RECONCILIATION OF PRO FORMA EBITDA
All values in $000’s
FY22FY22 PFIFY21
Selected Financial Information
Year Ended
30 Jun 2022
Year Ended
30 Jun 2022
Movement
Year Ended
30 Jun 2021
Movement
Earnings before interest expense, taxation and
depreciation (EBITDA)
44,96642,8002,16670,434(25,468)
Pro forma adjustments:
Transaction costs relating to the Offer
5,9816,600(619)-5,981
Incremental listed company costs(138)(400)262(1,177)1,039
Total pro forma adjustments:
5,8436,200(357)(1,177)7,020
Pro forma EBITDA
50,80949,0001,80969,257(18,448)
Description of pro forma adjustments
In determining the use of pro forma adjustments, the Board has considered only those items that they believe are required to
ensure consistency and comparability of the financial information over the Historical Periods and the Prospective Periods.
The pro forma adjustments that Winton considers are appropriate are explained below:
•Removal of the one-off transaction costs relating to the Offer; and
•Adding an estimate of the incremental costs that will be incurred by Winton as a publicly listed company.
All values in $000’s
FY22FY22 PFIFY21
Selected Financial Information
Year Ended
30 Jun 2022
Year Ended
30 Jun 2022
Movement
Year Ended
30 Jun 2021
Movement
Profit after income tax
31,65729,7001,95746,094(14,437)
Pro forma adjustments:
Transaction costs relating to the Offer
5,9816,600(619)-5,981
Incremental listed company costs(138)(400)262(1,177)1,039
Tax impact of pro forma adjustments
(1,305)(1,200)(105)330(1,635)
Total pro forma adjustments:
4,5385,000(462)(847)5,385
Pro forma Profit after income tax
36,19534,7001,49545,247
(9,052)
APPENDIX 2
Project NameLocation
Target
units
remaining
1
FY23FY24FY25FY26FY27FY28FY29FY30FY31+
NorthlakeWanaka427
LakesideTeKauwhata1,128
Launch BayHobsonville301
SunfieldAuckland3,879
Wynyard QuarterAuckland171
Avon LoopChristchurch212
Northbrook
Arrowtown
Queenstown209
AyrburnArrowtown28
BeachesMatarangi222
North RidgeCessnock (AU)304
River TerraceCromwell6
ParnellAuckland7
BridesdaleFarmQueenstown2
Total6,896
Planning, Design and Zoning/Consent Construction Settlements
A balanced staging of developments mitigates risk and provides continuity of cashflows.
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on management estimates and masterplans currentas at 30 June 2022. Target total units, target product mix and target
settlement period may change, including due to planning outcomes and market demand.
32
Development Staging
APPENDIX 3
Property compendium – Residential summary
APPENDIX 4
ProjectLocation
Unsettled
units
1
Pre-sold ($m)
incl. GST
2
% of unsettled lots
pre-sold (by value)
2
Settlement
period
1
Northlake: Residential LandWanaka203
5437%FY23-FY26
Northlake: DwellingsWanaka28
24100%FY23
Northlake: TownhousesWanaka27
--FY23-FY24
Northlake: ApartmentsWanaka25
16100%FY23
Northlake: CommercialWanaka10
1-FY23
Lakeside: ResidentialTeKauwhata1116
323100%FY23-FY29
Lakeside: Village Shopping CentreTeKauwhata12
030%n/a
Launch Bay: The OvationHobsonville21
3068%FY23
Launch Bay: Townhouses and ApartmentsHobsonville29
3678%FY23-FY24
Launch Bay: Jimmy's PointHobsonville30
2032%FY24
Sunfield: ResidentialAuckland3,643
--FY27-FY39
Sunfield: CommercialAuckland236
--FY29
The Villard: ApartmentsAuckland21
2713%FY27
AyrburnFarm: ResidentialArrowtown28
--FY26
AyrburnFarm: Domain Restaurant PrecinctArrowtown7
--n/a
Beaches: Residential LotsMatarangi221
9393%FY23-FY24
Beaches: Holiday ParkMatarangi1
--FY25
North Ridge: Residential LotsCessnock (AU)304
3836%FY23-FY25
River Terrace: Residential Lots and DwellingsCromwell6
--FY23
BridesdaleFarm: Residential LotsQueenstown1
--F
Y25
BridesdaleFarm: CommercialQueenstown1
--FY25
Parnell: Apartments Auckland
6
--F
Y25
Parnell: CommercialAuckland1
--FY25
Total5,977
66222%
33
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on management estimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period may change, including due to planning outcomes and market
demand. 2. As at 30 June 2022.
Property compendium – Retirement summary
APPENDIX 4
ProjectLocationUncompleted units (#units)
1
Settlement period
1
Northbrook: WanakaWanaka134FY24-FY26
Northbrook: Launch BayHobsonville221FY25-FY27
Northbrook: Wynyard QuarterAuckland150FY27
Northbrook: Avon LoopChristchurch212FY25-FY26
Northbrook: ArrowtownArrowtown202FY25-FY27
Total
919
34
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
35
Property compendium (cont.)
APPENDIX 4
Description
•Northlake is a master planned residential community
located on a 108 hectare parcel of land. This property was
rezoned to residential in December 2015.
•Northlake is located a few minutes’ drive from the Wanaka
town centre and is within walking distance of numerous
schools.
Acquisition Date2014
LocationWanaka
Target units
remaining
1
427
Target product mix
1
Lots, dwellings, townhouses, a retirement village (including
care suites), apartments, commercial tenancies and a retail
precinct.
Target settlement
period
1
FY23 – FY26
Overview
Northlake overview
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Property compendium (cont.)
APPENDIX 4
Northlake Residential Land
Description
•462 residential lots have been developed and settled as at 30 June 2022.
•Bulk earthworks for all future residential stages is complete with civil
works underway across Stage 16.
•Civil works associated with Stages 17 and 18 (being the remaining
residential lots) will be undertaken following completion of Stage 16.
•Settlements of these residential lots will occur progressively following
their completion.
Target product mix
1
Residential lots.
Target units remaining
1
203
Status
As detailed above, works are underway to deliver the residential lots within
Stage 16 with Stages 17 and 18 to follow.
Target settlement period
1
FY23 – FY26
Overview
Northlake Dwellings
Description
•79 dwellings have been constructed and settled as at 30 June 2022.
•A further 28 residential dwellings are to be constructed at Northlake.
These homes are a mixture of single storey and two storey detached and
duplex style dwellings.
•All 28 are presold off the plans.
•Settlements of these residential dwellings will occur progressively
following their completion.
Target product mix
1
Residential dwellings.
Target units remaining
1
28
Status
As detailed above, works are underway to deliver the 28 residential
dwellings remaining to be constructed at Northlake.
Target settlement period
1
FY23
Overview
36
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Northlake Townhouses
Property compendium (cont.)
APPENDIX 4
Description
•27 two-level townhouses are to be constructed adjacent to the
Northlake Village Centre.
•To be a ‘high end’ product when compared to the Northlake dwellings.
•Works onsite are progressing on programme.
•Concrete slabs are poured and wall framing is up.
Target product mix
1
Residential townhouses.
Target units remaining
1
27
Status
Works onsite are progressing well and on programme. Settlements span
across FY23 and 24.
Target settlement period
1
FY23 – FY24
Overview
37
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Northlake Commercial and Apartments
Description
•A commercial and short-term accommodation precinct located within
vicinity to the Northlake Village Centre.
•Apartments are almost completely pre-sold and lease-up and sale of
commercial tenancies progressing.
Target product mix
1
Apartments and commercial tenancies.
Target units remaining
1
25 apartments and 10 commercial
Status
Construction has commenced with Stage 1 concrete slabs down and Stage
2 blockwork and precast ribs installed and frames up.
Target settlement period
1
FY23
Overview
Property compendium (cont.)
APPENDIX 4
38
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Northbrook Wanaka
Description
•A 134-unit retirement village consisting of 100 independent
units and 34 care suites, a clubhouse and amenity building for
social and active recreation and a main entry building with
offices, staff room, kitchen, and back of house facilities for
administration purposes.
•Resource consent has been granted.
•100% residential design received.
•The building consent has been lodged for Stage 1.
•Construction will commence upon receipt of the building
consent.
•Engineering Approval has been lodged.
•An Early Contractor Agreement has been signed with a large
south island construction company.
•Early works under previously granted resource consent to
commence early FY23.
Target product mix
1
Retirement village units and care suites.
Target units remaining
1
134
Status
Planning and design is well underway with resource consent
received, building consent for stage 1 lodged, and construction
due to start shortly after approval.
Target settlement
period
1
FY24 – FY26
Overview
Property compendium (cont.)
APPENDIX 4
Description
•Lakeside comprises a 179 hectare parcel of waterfront
development land located within the heart of the “Golden
Triangle” of Auckland, Hamilton and Tauranga and within
the identified “Strategic Growth Node” which is the
Auckland / Hamilton southern corridor.
•The private plan change to rezone the property to
residential allows the development of over 1,659 residential
lots, a commercial precinct and primary school (which
became operative in July 2018).
Acquisition Date2018
LocationTe Kauwhata
Target units
remaining
1
1,128
Target product mix
1
Residentiallots and dwellings, a primary school lot and a
commercial precinct, the Lakeside Village Shopping Centre,
which consists of office and retail tenancies, a café /
restaurant, childcare facility and general store.
Target settlement
period
1
FY23 – FY29
Lakeside OverviewOverview
39
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Lakeside Residential
Property compendium (cont.)
APPENDIX 4
Description
•All lead in infrastructure, earthworks and civil works for Stages 1 and 2
including the school site and the Lakeside Village Centre are complete.
The earthworks consent has been granted for all stages.
•All Stage 1 residential lots have settled, along with 184 residential lots
in Stage 2 and the school site. The remainder Stage 2 lots are
complete and due to settle in FY23.
•The resource consent to deliver Stages 3 to 6 has been received.
Earthworks for Stage 3 are well advanced.
•Settlements of these residential lots will occur progressively following
their completion.
Target product mix
1
Residential lots and dwellings.
Target units remaining
1
1,116
Status
As detailed above, works are underway to deliver the residential lots
within Stage 3, with Stages 4 to 6 to follow.
Target settlement period
1
FY23 – FY29
Overview
Lakeside Village Centre
Description
•The Lakeside Village Shopping Centre is a 1.5 hectare commercial and
retail precinct located at the centre of the Lakeside development.
•The Lakeside Village Shopping Centre will consist of office and retail
tenancies, a café / restaurant, childcare facility and general store with
off-street parking and fronting onto a neighbourhood playground.
Target product mix
1
As detailed above.
Target units remaining
1
12
StatusConstruction has commenced with leasing underway.
Overview
40
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Property compendium (cont.)
APPENDIX 4
Launch Bay Overview
Description
•The Launch Bay precinct in Hobsonville (Auckland) has been
designed around an historic parade oval which forms the
centrepiece of the project, along with four heritage officers’
houses and an historic seaplane hangar.
•A ferry service connects Hobsonville Point to the Auckland
central business district with a 25-minute journey time.
•Winton entered into a Development Agreement with the
Crown in 2016 to deliver the Launch Bay precinct.
•Winton has completed the master planning, consenting and
subdivision of the landholding into 24 individual lots which
will deliver 357 apartment units, dwellings and retirement
village units (including care suites).
•Winton has completed three public spaces within the Launch
Bay precinct, being the Central Oval, Jimmy’s Point Reserve
and the Playful Park.
Acquisition Date2016
LocationHobsonville
Target units remaining
1
301
Target product mix
1
Apartment units, dwellings, and retirement units (including
care suites).
Target settlement
period
1
FY23 – FY27
Overview
41
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Property compendium (cont.)
APPENDIX 4
Overview
The Ovation
Overview
Description
•A development consisting of a six-storey apartment building and two
townhouses. Located on the edge of the Launch Bay precinct
overlooking the Waitemata Harbour.
•A mix of one, two and three bedroom ‘high end’ apartment units and
four bedroom townhouses.
•Construction commenced in 2020.
•Due for completion in December 2022.
Target product mix
1
Apartment units and townhouses.
Target units remaining
1
21
StatusAs detailed above.
Target settlement period
1
FY23
42
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Launch Bay Townhouse and Apartments
Description
•Development consisting of 25 townhouses and a four-storey apartment
building consisting of 4 apartments.
•A mix of three and four bedroom townhouses each with a double garage
and four full-floor two bedroom apartment units.
•Located immediately adjacent to the Central Oval, each townhouse and
apartment unit enjoys water views.
•Construction commenced in 2021.
Target product mix
1
Townhouses and apartments.
Target units remaining
1
29
StatusAs detailed above.
Target settlement period
1
FY23
Launch Bay Jimmy’s Point
Property compendium (cont.)
APPENDIX 4
Description
•A development consisting of a six-storey apartment building of 30 units.
Located above the Jimmy’s Point Reserve, the development enjoys views
of the Waitemata Harbour and beyond.
•A mix of studio, one, two and three bedroom ‘high end’ apartment units.
•Jimmy’s Point launched to the market in October 2021.
•Construction commenced in early 2022.
Target product mix
1
Apartments
Target units remaining
1
30
StatusAs detailed above.
Target settlement period
1
FY24
Overview
43
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Northbrook Launch Bay
Description
•A ~221-unit retirement village consisting of ~151 independent units, ~32
serviced apartments, and ~38 care suites, a clubhouse and amenity
building for social and active recreation and a main entry building with
offices, staff room, kitchen, and back of house facilities for administration
purposes.
•Northbrook Launch Bay will include the construction of a 15 storey
tower, the tallest tower within Hobsonville, which will enjoy
uninterrupted views of the Waitemata Harbour and beyond.
Target product mix
1
Retirement village units and care suites.
Target units remaining
1
221
Status
•An application to vary the existing apartment resource consent (which is
in place for the property) has been lodged.
•The building consent will be lodged upon receipt of the resource consent.
•Construction will commence upon receipt of the building consent.
Target settlement period
1
FY25 – FY27
Overview
Property compendium (cont.)
APPENDIX 4
SunfieldOverview
Description
•Winton has contracted to purchase a 200 hectares parcel of land located in Ardmore in the south of Auckland.
•Sunfield sits between the rapidly urbanising and expanding neighbourhoods of Takanini and Papakura, with Ardmore Airport to the east. There are
direct connections back to the main centres of Takanini and Papakura. Papakura Station is just 2km from Sunfield, providing adirect connection to
the Auckland public transport network and enabling a low impact and sustainable lifestyle without leaving Auckland.
•Residential development has occurred along the entire western and southern boundaries of the property, and development of theproperty is the
logical extension of the urban intensification in this area of Auckland.
•Winton lodged the Sunfield Specified Development Project Application with Kainga Ora in October 2021 under the Urban DevelopmentAct 2020
legislation to seek a rezoning of the property to allow the proposed development of the masterplannedcommunity. Winton’s submission under the
Urban Development Act legislation was declined in April 2022.
•We are moving forward with the 50 hectares of the property, which is currently zoned future urban with a more traditional masterplan supported
by current regulation, yielding ~2,000 lots.
•In parallel, Winton is absolutely firm in its resolve to pursue alternate legislative pathways to rezone the remaining c.150 hectares of the Sunfield
land, including the Resource Management Act.
Acquisition Date2020
LocationAuckland
Target units remaining
1
3,879
Target product mix
1
Residential lots, retirement villages, schools, employment, healthcare and education zoned land, a town centre and retail hubs.
Target settlement period
1
FY27 – FY39
44
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Property compendium (cont.)
APPENDIX 4
SunfieldConcept Plan
45
The Villard Apartments
Property compendium (cont.)
APPENDIX 4
Description
•A development consisting of 21 apartment units set in one of Auckland’s
most exciting and diverse locations.
•A mix of three, four and five bedroom ‘high end’ apartment units.
•Wynyard Quarter is setting the standard for transformational urban
regeneration in New Zealand.
Target product mix
1
Apartment units
Target units remaining
1
21
Status
•A resource consent application has been lodged.
•The building consent will be lodged upon receipt of the resource consent.
•Construction will commence upon receipt of the building consent.
Target settlement period
1
FY26
Overview
Northbrook Wynyard QuarterOverview
Description
•A ~150-unit retirement village consisting of ~101 independent units, ~22
serviced apartments and ~27 care suites, a clubhouse and amenity building
for social and active recreation and a main entry building with offices, staff
room, kitchen, and back of house facilities for administration purposes.
•Northbrook Wynyard Quarter will provide easy access to Auckland's famous
waterfront. From dining, theatre, cycling, shops, walking to boating. This is
one of the most sought-after locations in New Zealand.
Acquisition Date2021
LocationAuckland
Target product mix
1
Retirement village units and care suites.
Target units remaining
1
150
Status
•A resource consent application has been lodged.
•The building consent will be lodged upon receipt of the resource consent.
•Construction will commence upon receipt of the building consent.
Target settlement period
1
FY27
46
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Property compendium (cont.)
APPENDIX 4
Overview
Northbrook Avon Loop
Overview
Description
•A ~212-unit retirement village consisting of ~160 independent units, ~20
serviced apartments and ~32 care suites, a clubhouse and amenity building for
social and active recreation and a main entry building with offices, staff room,
kitchen, and back of house facilities for administration purposes.
•Northbrook Avon Loop is set in one of Christchurch's most desirable locations.
Located on the edge of the Avon River in a park like setting.
Acquisition Date2021
LocationChristchurch
Target product mix
1
Retirement village units and care suites.
Target units remaining
1
212
Status
•A resource consent application is being prepared for lodgement.
•The building consent will be lodged upon receipt of the resource consent.
•Construction will commence upon receipt of the building consent.
Target settlement period
1
FY25 – FY26
47
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Property compendium (cont.)
APPENDIX 4
Northbrook Arrowtown
Description
•Northbrook Arrowtown comprises an approximately 15
hectare parcel of development land located in Arrowtown,
next to the Millbrook resort and alongside a spectacular
waterfall and creek.
•A ~202-unit retirement village consisting of ~162
independent units and ~23 care suites, a clubhouse and
amenity building for social and active recreation and a main
entry building with offices, staff room, kitchen, and back of
house facilities for administration purposes.
•Civil works and landscaping have previously been consented
and are underway on site. This includes the completion of a
new access road and mains infrastructure for the entire
Waterfall Park and AyrburnFarm precinct, three vehicle
crossings and a pedestrian bridge.
Target product mix
1
Retirement village units and care suites.
Target units
remaining
1
202
Status
•An application to vary the existing hotel resourceconsent
which is in place for the property is being prepared for
lodgement.
•The building consent will be lodged upon receipt of the
resource consent.
•Construction will commence upon receipt of the building
consent.
Target settlement
period
1
FY25 – FY27
Overview
48
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Property compendium (cont.)
APPENDIX 4
AyrburnFarm Overview
Description
•AyrburnFarm comprises an approximately 42 hectare
parcel of development land.
•Located in the heart of the growing Arrowtown and Lake
Hayes basin, AyrburnFarm enjoys picturesque scenery set
amongst a historic and enchanting landscape.
•Situated adjacent to Millbrook Resort and Waterfall Park, as
well as being in close proximity to Akarua, Amisfieldand
Arrowtown township, this exciting historic location has
everything needed to become one of the best hospitality
destination offerings in the region.
Acquisition Date2017
LocationArrowtown
Target units
remaining
1
35
Target product mix
1
Residential lots and the AyrburnDomain restaurant precinct
consisting of 3 restaurants/bars, café/bakery, cellar door,
offices, and function venue.
Target settlement
period
1
FY26
Overview
49
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
AyrburnFarm Residential
Property compendium (cont.)
APPENDIX 4
Description
•A district plan review process is currently underway to rezone the land
from rural to Wakatipu Basin Lifestyle Precinct.Under the Lifestyle
Precinct outcome this would enable approximately 28 rural lifestyle lots
with a minimum size of 6,000m
2
.
•The Environment Court hearing was held in July 2022 with a decision
anticipated approximately6 months following.
Target product mix
1
Residential lots.
Target units remaining
1
28
Status
As detailed above, Winton is seeking a rezoning through the district plan
review.
Target settlement period
1
FY26
Overview
AyrburnDomain Restaurant Precinct
Description
•Ayrburn Domain is a collection of historic stone farm buildings that are
being remediated and repurposed as a hospitality precinct.
•Resource consent, building consent and engineering approvals have
been obtained. Civil works are underway on site and building work will
commence in October 2021.
•A separate resource consent has been obtainedto convert the historic
Homestead into a fine dining restaurant, along with a café / bakery,
bar,and temporary event activities.
Target product mix
1
A restaurant precinct consisting of 3 restaurants/bars, café/bakery, cellar
door, offices, and function venue.
Target units remaining
1
7
StatusAs detailed above.
Overview
50
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
Beaches Residential Lots
MatarangiHoliday Park
Property compendium (cont.)
APPENDIX 4
Description
•Matarangiis a popular tourist town on the Coromandel Peninsula.
•Stages 3 and 4 are complete and settled.
•Stages 5 to 13 are consented with works underway due for settlement in
FY23.
•All future stages are consented with works to be undertaken
progressively, following completion of Stages 5 to 13.
•Settlements of these residential lots will occur progressively following
their completion.
Acquisition Date
2013
Location
Matarangi
Target units remaining
1
221
Target product mix
1
Residential lots
Target settlement period
1
FY23 – FY24
Overview
Overview
Description
•The MatarangiHoliday Park is proposed on a parcel of land at the
entrance to Matarangi. It will consist of 345 individual sites of one and
two bedroom cabins, campervan/caravan and tents sites with amenities
such as a communal kitchen, laundry, playground, playing field,
swimming pool and a boat service workshop.
•Winton is currently preparing the resource consent application for
lodgement.
Acquisition Date2014
LocationMatarangi
Target units remaining
1
1
Target product mix
1
Holiday Park
Target settlement period
1
FY25
51
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
52
North Ridge Residential Lots
Property compendium (cont.)
APPENDIX 4
Description
•North Ridge comprises a circa 121 hectare parcel of development land
located in Bellbird, a suburb of Cessnock in the heart of the Hunter
Valley, circa 150km, two hours’ drive north of the Sydney CBD.
•The site comprises three parcels: a 36-hectare block which has been re-
zoned for residential use, a 63-hectare block zoned as environmental
land (not to be developed); and a 22-hectare block which is accessed by
a mining company to complete rehabilitation, as required by their
existing mining lease, in preparation for development.
•All Stage 1 and 2 residential lots have been completed and have settled.
•Stages 3 to 6 have been consented with works being undertaken.
•Future stages are awaiting resource consents.
•Settlements of these residential lots will occur progressively following
their completion.
Acquisition Date2013
LocationCessnock, NSW
Target units remaining
1
304
Target product mix
1
Lots
Target settlement period
1
FY23 – FY25
Overview
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
River Terrace Residential Lots and Dwellings
Property compendium (cont.)
APPENDIX 4
Description
•Subdivision consent has been obtained for 17 large lifestyle blocks sized
between 1.3-3.9 hectares.
•All civil works have been completed on the 17 lifestyle blocks.
•Two dwellings are being constructed to be offered to the market as
‘house and land’ packages. Building consents for the two dwellings have
been lodged and works are well underway.
Acquisition date2018
LocationCromwell
Target product mix
1
17 residential lots, with two dwellings to be constructed by Winton on two
of the lots.
Target units remaining
1
6
StatusAs detailed above.
Target settlement period
1
FY23
Overview
53
Parnell Apartments & Commercial
Overview
Description
•Parnell Apartments & Commercial bought in May 2022 is to be
developed into 6 Apartments and 1 Commercial block.
•The site currently has vacant commercial buildings and is due for
demolition in September 2022.
•Sales launch due FY23.
Acquisition date2022
LocationAuckland
Target units remaining
1
6 apartments and 1 commercial block
Target product mix
1
Residential lots and Commercial.
Target settlement period
1
FY25
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
54
BridesdaleFarm Residential Lots
Property Compendium (cont.)
APPENDIX 4
Description
•BridesdaleFarm is a residential master planned community
located in Lake Hayes Estate, Queenstown.
•Following the acquisition of the property in May 2015, the
large majority of the property was rezoned for residential use
via the Housing Accord following classification as a ‘Special
Housing Area’.
•136 residential lots and a commercial lot have been
developed and settled.
•A district plan review process is underway to rezone some of
the balance land as open space to enable recreation
activities.
•An application for a building platform on the balance lots 1
and 3 is currently being prepared.
Acquisition date2015
LocationQueenstown
Target units remaining
1
1 residential lots and 1 balance lot
Target product mix
1
Residential lots and a balance lot.
Target settlement
period
1
FY25
Overview
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
55
Pier 21
Property Compendium (cont.)
APPENDIX 4
Description
•1.2-hectare block within Wynyard Quarter located on
Westhaven Drive, Auckland.
•Comprises office building, dry stack storage, marina business
and retail.
•In addition to the commercial rationale of the acquisition, the
site offers the perfect space for our flagship Northbrook sales
suite.
•Pier 21 comprises multiple assets and is adjacent to our
5,000 sqm Northbrook Wynyard site.
Acquisition date2022
LocationAuckland
Target product mix
1
Office Space, Boat Storage/Marina and Hospitality.
Overview
Notes: 1. Target units to be developed from 1 July 2022 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2022. Target total units, target product mix and target settlement period maychange, including due to planning outcomes and market
demand.
56
This disclaimer applies to this document and the accompanying material (“Document”) or any information contained in it. The information included in this Document should be read in conjunction with the audited
consolidated financial statements for the year ended 30 June 2022.
Past performance information provided in this Document may not be a reliable indication of future performance. This Documentcontains certain forward-looking statements and comments about future events, including
with respect to the financial condition, results, operations and business of Winton Land Limited (“Winton”). Forward lookingstatements can generally be identified by use of words such as ‘project’, ‘foresee’, ‘plan’,
‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions. Forward-lookingstatements involve known and unknown risks, significant uncertainties, assumptions, contingencies,
and other factors, many of which are outside the control of Winton, and which may cause the actual results or performance of Winton to be materially different from any results or performance expressed or implied by
such forward-looking statements. Such forward-looking statements speak only as of the date of this Document. There can be no assurance that actual outcomes will not differ materially from the forward-looking
statements. Recipients are cautioned not to place undue reliance on forward-looking statements.
Certain financial data included in this Document are "non-GAAP financial measures", including earnings before interest, tax, depreciation and amortisation (EBITDA). These non-GAAP financial measures do not have a
standardised meaning prescribed by New Zealand Equivalents to International Financial Reporting Standards (“NZIFRS") and therefore may not be comparable to similarly titled measures presented by other entities, nor
should they be construed as an alternative to other financial measures determined in accordance with NZIFRS. Although Winton’s management uses these measures in assessing the performance of Winton’s business, and
Winton believes these non-GAAP financial measures provide useful information to other users in measuring the financial performance and condition of the business, recipients are cautioned not to place undue reliance on
any non-GAAP financial measures included in this Document.
All amounts are disclosed in New Zealand dollars (NZ$) unless otherwise indicated.
While every care has been taken in the preparation of this presentation, Winton makes no representation or warranty as to theaccuracy or completeness of any statement in it including, without limitation, any forecasts.
To the maximum extent permitted by law, none of Winton, its directors, employees, shareholders or any other person shall haveany liability whatsoever to any person for any loss (including, without limitation, arising from
any fault or negligence) arising from this Document.
This Document has been prepared for the purpose of providing general information, without taking account of any particular investor’s objectives, financial situation or needs. An investor should, before making any
investment decisions, consider the appropriateness of the information in this Document, and seek professional advice, having regard to the investor’s objectives, financial situation and needs.
Important Notice and Disclaimer
DISCLAIMER
---
ANNUAL REPORT
2022
Winton builds
neighbourhoods
Highlights 1
Letter from the Chair and CEO 2
Oper
ational Update
6
Financial C
ommentary 11
Northbrook Update 12
C
ompleted Projects
14
P
eople and Planet 19
Financial S
tatements
29
C
orporate Governance
61
Dir
ectory 79
Contents
OVATION
APARTMENTS
LAUNCH BAY
WINTON LAND LIMITED ANNUAL REPORT 20221
19.8%
NPAT %
JUNE 21
SETTLEMENTSNEW SALES
DEC 21
SETTLEMENTSNEW SALES
JUNE 22
652M-51M
+119M 720M-132M
+74M662M
GROSS PRE-SALES
14
MASTERPLANNED
COMMUNITIES
$662.2M
PRE-SALES
ZERO
DEBT
45.4%
GROSS PROFIT
MARGIN
27
CURRENT
PROJECTS
$204.8M
CASH AND CASH
EQUIVALENTS
6,896
UNITS
LANDBANK YIELD
35
EMPLOYEES
485
TOTAL
SHAREHOLDERS
$159.5M
REVENUE
449
UNITS SETTLED
2
Letter from Chris Meehan
CEO and Chair
Our first financial year as a listed company
has continued at pace. We listed on
the NZX and ASX in December 2021,
welcoming 482 new shareholders to the
Winton register and raised $350 million
in capital to pay down debt and fund
futur
e growth.
Following the listing, the Winton team continued its
momentum coming into the 2022 calendar year. With a
shifting market landscape, we needed to stay focused on
our expected deliverables while being acutely aware of the
challenges and opportunities that would arise in a changing
residential sales and credit environment.
With the funds from the IPO, we repaid Winton’s only
debt facility of $130 million as intended, clearing all debt
from our balance sheet, and invested in Winton’s growth
strategy into the luxury retirement space, implementing on
the Northbrook vision.
We have continued to execute our development plans, and
for the 12 months ending 30 June 2022, we delivered slightly
higher financial results than forecasted. In FY22 we settled
449 units and delivered $159.5 million in total revenue, $1.5
million higher than forecasted. Gross profit was $72.4 million,
$1.9 million higher than expected, resulting in a gross profit
margin of 45.4%. Pro forma EBITDA of $50.8
1
million was
$1.8 million higher than forecasted. Our pre-sale book is in
gr
eat shape, closing the financial period at $662.2 million.
The double-digit year-on-year growth experienced in the
New Zealand housing market over the last few years was
unsustainable by any measure. The underlying fundamentals of
the New Zealand housing market have shifted with increasing
interest rates, an inflationary domestic environment, increasing
construction costs and the introduction of the Credit Contracts
and Consumer Finance Act. Naturally, residential sales enquiry
and sales have softened; however, Winton’s long-term strategy
of seeking pre-sales has put us in good stead, sheltering
Winton’s financial performance from the ongoing market
volatility. The same cannot be said for everyone in the industry.
The decrease in sales has put further pressure on those already
struggling with debt, cost increases and supply chain issues.
The market remains in a structural undersupply and New
Zealanders still need homes, and the likely contraction of the
industry will mean there are fewer operators to build them.
Winton is in tremendous shape with a landbank as at 30 June
2022 with the potential to yield up to 6,896 units
2
, including
919 retirement living units, and a gross pre-sales book of
$662.2
3
million that continues to grow, cash holdings of $204.8
million and zero debt on our balance sheet. We hold assets in
residential, commercial and retirement property with a total
estimated Gross Development Value (GDV)
4
of c.$4.6 billion.
Winton’s reputable brand, fortress balance sheet, high-quality
developments throughout New Zealand, significant landbank
and thoughtfully designed masterplans will ensure we remain
one of New Zealand’s most reliable developers to purchase
from, but also to issue development consents for and contract
and supply to.
The Northbrook luxury retirement brand will provide further
product diversity, building on Winton’s expertise in residential
development. Last year we appointed ex-Summerset Group
CEO Julian Cook as the Director of Retirement to lead our
luxury retirement living strategy. Julian and the team are
making great progress on the first five villages as they work
to attain resource consent and operational capacity for when
development begins. A more detailed update on Northbrook
can be found on page 12.
1 Pro forma EBITDA is a non-NZ GAAP measure that includes pro forma adjustments. You can find a reconciliation to NZ GAAP measures in Winton’s results presentation
and described on page 11.
2 Units comprise residential land lots, dwellings, townhouses, apartments, retirement living units and commercial units.
3
As a
t 30 June 2022.
4
GD
V is gross development value, it is a non-GAAP measure. GDV is Winton’s estimated gross sales value of the relevant project as at 30 June 2022 (including GST and
excluding units already settled) as if that project were complete and sold based on prevailing market conditions on that date. For the avoidance of doubt, no escalation in
the sales value of lots/units has been assumed, except for pre-sold units which are based on the relevant contractual arrangements. GDV is an important metric for Winton
as it reflects Winton’s estimate of market demand and planning outcomes and is continually assessed and monitored by Winton as projects progress.
WINTON LAND LIMITED ANNUAL REPORT 20223
Transactions
This year we have added to our landbank
and strategically improved the structure
of our vertical living part of the business.
We settled the stunning 5,000 sqm Wynyard Quarter site at
Beaumont Street for our Northbrook Wynyard luxury village.
We also acquired a prime waterfront 1.2-hectare block within
Wynyard Quarter known as Pier 21 located on Westhaven
Drive, Auckland. Pier 21 comprises multiple assets and is
adjacent to the 5,000 sqm Northbrook Wynyard site. In
addition to the commercial rationale of the acquisition, the site
offers the perfect space for the flagship Northbrook sales suite.
We recently announced the establishment of the Winton /
MaxCap Medium Density Development Fund, a $200m equity
investment vehicle that will focus on the acquisition and
construction of townhouse and apartments developments
throughout New Zealand’s metropolitan centres.
Winton is delighted to partner with a quality institutional
party such as MaxCap New Zealand Limited and looks
forward to developing a lasting relationship. Both parties
believe this is an opportune time to be entering the market to
purchase townhouse and apartment development sites. The
establishment of the Fund further diversifies Winton’s capital
sources and income streams. MaxCap’s commitment to the
fund provides further credence to Winton’s position as New
Zealand’s leading residential developer.
In keeping with our aim to maximise profits whilst minimising
the exposure of our balance sheet to debt, we anticipate that
the Winton / MaxCap Medium Density Development Fund
will be the first of many other funds management initiatives
Winton will employ across various sectors of the property
market in the near term.
Winton has extensive experience and an outstanding
track record in both funds management and development
management and as a consequence, our expertise is now
widely sought after by institutional investors in a rapidly
changing market environment.
MaxCap Group is an Australian and New Zealand commercial
real estate investment manager with current Funds Under
Management and Advice of circa $AUD7bn, having invested
more than $AUD15bn across more than 530 investments since
inception in 2007.
WINTON
NZX LISTING
4
Board and Governance Update
As communicated at the time of listing, Macquarie Asset
Management (MAM, part of Macquarie Group) committed
$200 million through one of its real estate vehicles, TC Akarua
Sub Trust.
As a cornerstone investor, a representative from Macquarie
Asset Management (MAM) would join Winton’s Board of
Directors. In February this year, James Kemp was appointed as
a Non-executive Director as the representative of MAM. James
is a Senior Managing Director in MAM and is Head of Real
Estate Asia-Pacific. We welcome James’ wealth of knowledge
and industry experience to the Board.
Jelte Bakker was appointed as an alternate Director to James.
Jelte is a Senior Managing Director in MAM and is Global Head
of Opportunistic Real Estate.
Winton has been extremely satisfied with KPMG’s external
audit services over the past 5 years and looks forward to
continuing to work with them on non-audit functions going
forward. However, as we head into the next 5-year term, the
Board believes that now is the appropriate time to rotate
external auditors. Following a formal request for proposals for
external audit services, the Board recommends Ernst & Young
be appointed as its new external auditor. Ernst & Young’s
proposed appointment as Winton’s external auditor is for the
financial year ending 30 June 2023 and is subject to approval
by shareholders at Winton’s Annual Shareholders’ Meeting to
be held on 26 October 2022.
As a company, we aim for a high standard of governance.
Since listing, the Board has approved a number of policies
to support healthy governance at Winton. These are
available on the Winton investor website and there is a more
comprehensive description under the Governance section of
this report on page 61.
LAKESIDE
TE KAUWHATA
WINTON LAND LIMITED ANNUAL REPORT 20225
Dividend
The Board declared a 1.07 cent dividend
per share for the six months ending
30 June 2022.
The dividend is in line with expectations set in the Product
Disclosure Statement (PDS) at the time of listing.
From FY23, dividends are expected to be declared and
paid twice a year following interim and annual results,
as per Winton’s Dividend Policy.
Outlook and Guidance
In our established market-leading
position, with our history of successful
developments and extensive development
pipeline, Winton will continue to execute
its growth strategy, outperforming
competitors and growing market share.
Winton remains focused on developing
thoughtfully designed neighbourhoods
and creating thriving residential
communities and retirement villages
throughout New Zealand.
As anticipated, supply chain issues following the lockdowns in
2021 have continued. Winton has mitigated these challenges
by confirming orders well in advance and locking in a high
proportion of our delivery costs with financially sound,
capable contractors and suppliers. While we have not been
entirely immune, we have avoided major delays relating to the
supply chain. The industry believes the GIB supply issues will
be resolved by the end of the year. However, there is a risk of
shortages of other products over the coming year, so we will
remain cautious about the entire supply chain, including GIB,
and will continue to confirm orders and purchase materials
well in advance and do whatever we can to mitigate this risk.
We believe that the New Zealand residential market will
continue to experience head winds in the near term. As I have
outlined, Winton is in a strong position to benefit from this
situation. The psychology of a declining property market means
potential buyers sit on the sidelines, waiting for the bottom.
As soon as there are signs of nearing the bottom, the market
can bounce as buyers swiftly start purchasing again to get
a position in the market. Winton knows this type of market
well, and with its strong balance sheet and established market
leading position, it is in the best position possible to navigate
and thrive in these conditions.
The current market conditions will unlock potential land
acquisition opportunities for Winton. We are in a strong
position to acquire land at the right price and terms when the
time is right, to support long term depth and diversity of our
development pipeline. As always, we will be disciplined in our
assessment of these opportunities and make acquisitions when
it makes financial sense to do so.
We are currently on target to meet the FY23 guidance
provided in the PDS. For FY23, to date, we have achieved
84.8% in pre-sales of forecast revenue in FY23 and expect to
deliver $344.7 million in revenue for the full year, $137.5 million
EBITDA and $98.8 million profit after income tax.
While we are pleased to reaffirm FY23 guidance, there are
many moving parts to the current operating environment.
Therefore, the guidance is subject to no material adverse
changes or unforeseen events, no material development
delays, settlement defaults or any further material
Covid-19 restrictions.
W
hile the share price has moved unfavourably since listing,
we believe this reflects the relatively small free float and low
volumes traded. Since we listed, only circa 0.6% of Winton’s
shares have changed hands. The current share price does not
reflect Winton’s true value, and we believe this will be a short-
term challenge in the long future for Winton as
a listed company.
I want to thank all who invested in the
Winton story, including our world-class team
of employees, our customers, contractors,
suppliers, regulatory bodies, and investors.
We have only just begun and are grateful
to have you alongside us as we continue to
deliver on what we set out to do.
Chris Meehan
Chair and CEO
6
Despite all of the Covid-19-associated delays,
the Winton team delivered through FY22
across its 14 masterplanned neighbourhoods
and 27 projects.
During the year, we settled 449 units, including lots, dwellings,
apartments, commercial units and a school site, which was
slightly more than expected. We are incredibly proud of what
we have delivered in a year so far from business as usual,
where contractors have constantly had to juggle staff to work
around Covid-19 infections and relentless supply chain issues.
Frustratingly, increasing local Council, central Government
and Court processing and administrative delays are proving
a significant obstruction to the industry. Generally we see this
as being of gr
eater ongoing concern than the supply chain
issues experienced across New Zealand in the past two years.
UNITS SETTLED FY22
DEVELOPMENTH1 FY22H2 FY22TOTAL
BEACHES173148
LAKESIDE3185188
LONGREACH11-11
LAUNCH BAY-3939
NORTHLAKE712798
NORTH RIDGE262753
RIVER TERRACE-1212
128321449
Operational Update
LAUNCH BAY
HOBSONVILLE POINT
WINTON LAND LIMITED ANNUAL REPORT 20227
BEACHES
MATARANGI
The balance of stages 3 and 4 at Beaches,
Matarangi settled during the second half of
FY22 and we look forward to seeing these
lots come to life as buyers start building
their coastal homes. Earthworks and civil
works continue on site for future stages.
LONGREACH
COOKS BEACH
LAKESIDE
TE KAUWHATA
A lot has happened at Lakeside during
FY22. We completed and settled 188
units, which included 42 more lots than
forecasted, and the site for the new 1,000
pupil primary school. In addition, substantial
earthworks continued on the future stages,
construction began on the Lakeside Village
Shopping Centre, and we officially opened
Rimu Street, the second connection from
Lakeside to the Te Kauwhata township.
The final 11 residential lots at Longreach,
Cooks Beach were delivered during the
year, bringing the 163 lot residential
development to an end and marking
completion of another successful Winton
development.
8
There are a number of different projects
within the Launch Bay precinct. To date,
we have completed and sold each of the
Officers’ Houses, the Oval Houses and
most recently, the 39 apartments within
the Marlborough which settled in H2 FY22.
Currently under construction, we have the
Ovation Apartments and Townhouses, the
Launch Bay Townhouses and Apartments,
and our most recently launched project
the Jimmy’s Point Apartments.
NORTHLAKE
WANAKA
At Northlake we settled 98 units during
the year, taking the total number of
Northlake units settled since the start
of the project to 551.
W
hile we mostly managed to avoid supply
chain shortages relating to Covid-19,
one of our projects in Wanaka has been
affected by the GIB shortage, delaying the
settlement of 10 dwellings into early FY23.
Construction continues on the Northlake
Duplex’s, Northlake Commercial and
Apartments, and Alta Villas built product.
LAUNCH BAY
HOBSONVILLE POINT
Operational Update continued
WINTON LAND LIMITED ANNUAL REPORT 20229
RIVER TERRACE
CROMWELL
The River Terrace lifestyle community
in Cromwell is complete and looks
excellent, with all of the landscaping and
planting flourishing. We settled 12 units
in the second half of FY22 and have six
units remaining (two dwellings nearing
completion and four lifestyle lots).
Winton’s only neighbourhood in Australia
has continued to progress as expected,
with 53 lots across stage 1 and stage 2
completed and settled. Earthworks
and civil works are well underway for
stages 3 to 6.
T
he remediation of the historic farm
buildings at Ayrburn has been exciting
to observe over the year. The reinstated
history of Ayrburn will form the basis of
Winton’s value adding hospitality precinct,
Ayrburn Domain.
AYRBURN
ARROWTOWN
NORTH RIDGE
CESSNOCK AUSTRALIA
10
Operational Update continued
In April, Winton’s sustainable car-less and
solar-powered ‘15-minute community’ in
Papakura was declined for assessment as
a Specified Development Project under the
ne
w Urban Development Act legislation.
This is incredibly disappointing for Winton and New Zealanders
who are desperate for their own home and want the benefits
of living in an integrated and sustainable community.
However, we are moving forward with the 50 hectares of
the property, which is currently zoned future urban with a
more traditional masterplan supported by current regulation,
yielding ~2,000 lots. In parallel, Winton is absolutely firm in its
resolve to pursue alternate legislative pathways to rezone the
remaining c.150 hectares of the Sunfield land, including the
Resource Management Act.
SUNFIELD
PAPAKURA
Sunfield
WINTON LAND LIMITED ANNUAL REPORT 202211
For the 12-month period ending 30 June
2022, Winton delivered a performance
favourable to the Prospective Financial
Information (PFI) included in the PDS.
Winton recorded revenue of $159.5 million,
up 1.0% on the PFI. Due to the timing and
volume of settlements during the current
and prior periods, FY22 revenue was 9.9%
lower compared to $177.0 million in FY21.
This was expected as the volume of units
to settle was also lower by 18.8%. Volume
of units varies from year-to-year depending
on the number and size of projects under
development and the development
lifecycle of each project, the staging of
construction works, the level of pre-sales
and the underlying market.
Cost of Sales reflects the costs of the land and to develop
the land and property for sale. In FY22 Cost of Sales was
$87.1 million, down 27.1% from $119.6 million in FY21. Costs of
sales are recognised in alignment with revenue; therefore,
the decrease reflects the 18.8% decrease in the volume of
units settled. The remaining decrease reflects a 10.3% lower
average cost of units settled due to the decrease in dwellings
settled both in volume and in proportion to residential lots
and cost savings achieved on settled units in FY22.
Gross Profit was $72.4 million, up 2.7% compared to the
PFI and 26.1% compared to FY21. Gross Profit Margin for
FY22 w
as 45.4% compared to 44.6% in the PFI and 32.4%
in FY21 due to a higher average margin from the product
mix settled during FY22.
One-off lis
ting and offer costs are removed in the pro forma
earnings before interest, tax, depreciation and amortisation
(EBITDA) to demonstrate the business’s underlying
performance. Pro forma EBITDA was $50.8 million, up 3.7%
on the PFI and $18.4 million lower compared to the prior
year due to development management fees received of
$27.5 million in FY21 that were not received in FY22 and
higher selling and administrative expenses.
The higher selling expenses were attributable to additional
marketing that hadn’t been incurred before, including
Winton brand marketing and more particularly, the
establishment of the new Sunfield and Northbrook projects.
Profit after income tax for the period was $31.7 million
compared to $29.7 million in the PFI and $46.1 million in
the comparative period.
As at 30 June 2022, cash and cash equivalents were $204.8
million, compared to $35.0 million at 30 June 2021, reflecting
funds from the capital raise received in December less the
$130.0 million debt repayment made in June 2022. Total assets
w
ere $496.9 million and total liabilities were $42.8 million.
Noting that all Winton property assets are reflected on the
balance sheet at cost, not fair value as at FY22.
Financial Commentary
12
Northbrook
An update from
Julian Cook, Director of
R
etirement at Winton
Our progress on the luxury Northbrook retirement brand
continues at pace and we are excited to see our vision come
to fruition as we design and refine our first five villages.
Earlier this y
ear we appointed the world-class architect
Woods Bagot to partner with us to create something special;
a luxury retirement lifestyle for people in their later years to
live life to the full, without compromise.
Woods Bagot has a reputation for creating beautiful high-end
residential and hospitality experiences and they understand
the essence of the Northbrook vision. They have formed a
significant and experienced team to focus on the Northbrook
design requirements and are progressing well.
We have spent time refining the Northbrook difference with
Woods Bagot, focusing on apartment sizes, ceiling heights,
room spaces, the premium quality of the fit-out, and amenities.
These will be significantly different from what is seen out
there currently, and we believe this will firmly differentiate
Northbrook from other operators.
All projects have progressed substantively, both in design
and operational consideration.
Northbr
ook Wynyard’s design has evolved into a striking
addition to Wynyard Quarter. The building’s stepped form
responds to its environment, allowing residents to experience
natural light and breath-taking views. The design has been
lodged for resource consent and has now progressed into the
documentation phases allowing commencement of enabling
works on site prior to construction commencing in 2023.
Northbrook Launch Bay’s design team has continued to forge
ahead into the documentation phases of the design process.
Launch Bay has a focus on a diverse and inviting amenity,
which will offer all residents within the Launch Bay precinct
a hub of community activities to connect with.
Northbr
ook Avon Loop’s design responds to its direct
connection to tranquil parks, green spaces and the Avon River.
The masterplanning is thoughtful and restrained. We have
paused lodging the resource consent while we await what we
believe will be a beneficial yield outcome of the national policy
statement expected in August 2022.
Northbrook Wanaka continues at pace with building consent
documentation completed and negotiations being completed
with our nominated build partner. Resource consent has been
issued and construction is expected to start in late 2022, with
the completion of the first units on track to be delivered in FY24.
Operationally, we are focused on recruitment and information
systems. We have appointed a general manager of operations
who will start in September 2022 and will make other key
appointments in due course.
We have also commenced engagement with operational and
clinical system providers. Drafting clinical policy suites, key legal
documentation, and policies and processes have also begun.
We are pleased with the overall progress so far, though, of
course, there is much work to be done.
Julian Cook
Director of Retirement
Northbrook Update
NORTHBROOK
WYNYARD
WINTON LAND LIMITED ANNUAL REPORT 202213
NORTHBROOK
LAUNCH BAY
14
Completed Projects
Marlborough Apartments
The Marlborough Apartments are the
architecturally designed entrance piece
into Winton’s Launch Bay precinct at
Hobsonville Point. The vision was to
create a boutique apartment building with
thoughtful design and layouts, high-quality
fittings and amenities that were achievable
for first-home buyers to purchase.
The six-story building has 39 apartments with one, two and
three-bedroom configurations, each with a private balcony for
outdoor living.
The crisp architectural lines at the rear of the building, soften
towards the front to tie in with the oval green recreation space
which forms the heart of Launch Bay. The exterior material was
selected to complement the sea and natural surroundings of
Hobsonville Point.
These high-quality homes were targeted toward first-home
buyers and offered as part of the Axis Series. Axis homes
are an initiative implemented at Hobsonville Point for people
buying their first home. Prices were capped at $650,000 for
a three-bedroom Axis apartment.
T
o be able to offer these more affordable homes in a near
waterfront location, they didn’t come with a car park.
Interestingly, while there was initial hesitation from the sales
team about whether there would be enough demand for an
apartment without a car park, we were blown away with the
level of enquiry and the apartments sold as fast as the ballot
system would allow. The feedback from buyers was that
owning a home was more important than having a car, and
many of them didn’t want the cost of car ownership anyway.
We see this as a growing trend, particularly in neighbourhoods
where it is easy and efficient to get around on foot like Launch
Bay, where the ferry and Catalina Bay are only a few minutes
walk and public transport is close.
The Marlborough Apartments were completed and settled
in June 2022 and couldn’t have been any closer to the initial
vision. It has been great to see buyers move into their new
homes and Launch Bay continue to thrive as more residents
make it their home.
“We love our new home in
the Marlborough Apartments at
L
aunch Bay. We feel incredibly lucky
to purchase a home that’s so close
to the water and in such an amazing
part o
f Hobsonville Point!”
M. STANCICH — OWNER
MARLBOROUGH
APARTMENTS
LAUNCH BAY
WINTON LAND LIMITED ANNUAL REPORT 202215
MARLBOROUGH
APARTMENTS
LAUNCH BAY
16
In 2013 Winton discovered a 22-hectare
piece of land in the beautiful seaside
community of Cook’s Beach, Coromandel
that ticked a lot of boxes for Winton:
adjacent to the Purangi Estuary, with
reserve frontage and stunning outlooks
to the sea. Winton purchased that land
in mid-2014 and development began in
2015. The result was a 163-lot thoughtfully
designed neighbourhood completed at
the start of FY22.
The vision behind the subdivision was to develop the lots
with a well thought out orientation that maximised views and
captured the natural setting of Cook’s Beach. Furthermore,
the location could not have been better, only 2.5 hours from
Auckland and everything any kiwi family could possibly need
for a memorable summer holiday so close. Within minutes there
is a playground, estuary reserve, tennis courts, a boat ramp and
a selection of local shops, restaurants and cafés, not to mention
quick access to Whitianga via a short ferry ride. Cook’s Beach
is the complete package and proved to be the perfect place for
the coastal Winton neighbourhood of Longreach.
The finished development comprises 163 residential lots
ranging from 700sqm to 3,000sqm, the last 11 of which
were settled in FY22. Construction included a new entrance
into Cook’s Beach and the Longreach development off
Purangi Road and a connecting dual lane vehicle bridge
with a pedestrian pathway linking to Navigation Drive.
The master-planned community incorporates a very
popular children’s playground, large reserve areas with a
timber boardwalk, and scenic esplanade reserve along the
Purangi estuary. A 27m-long pedestrian bridge was also
installed across part of the wetland reserve to allow easy
connectivity to the beach for homes on the south-western
part of the development.
LONGREACH
COOKS BEACH
“We are proud of the completed
development. It is even better than
what we originally envisioned,
validated by happy residents enjoying
their coastal neighbourhood.”
DUNCAN ELLEY — HEAD OF LAND DEVELOPMENT, WINTON
Completed Projects continued
Longreach Cooks Beach
WINTON LAND LIMITED ANNUAL REPORT 202217
LONGREACH
COOKS BEACH
18
WINTON LAND LIMITED ANNUAL REPORT 202219
Winton’s core business strategy addresses
one of New Zealand’s biggest social issues;
a shortage of housing. While we can’t
solve it alone, we are making progress.
In the past three years, we have delivered
1,
065 residential units including lots,
dwellings, townhouses and apartments,
in seven different communities and at
different price points to cater to the needs
of different target markets.
We understand it is not just about what we
are doing but how we are doing it. As one
of New Zealand’s largest developers, we
must do right by our people, customers,
neighbourhoods, partners, planet and
investors. Doing so adds value to our
business and ensures what we do is
sustainable long-term. While there is a lot
to do, we are up for the challenge and look
forward to sharing our progress.
— Our residents
—
Our people
— Our partners
People
— Our climate
resiliency
—
Our environmental
impact
Planet
AYRBURN
ARROWTOWN
People and Planet
20
Our Residents
We know that having a home and
feeling part of a community is incredibly
valuable for people to feel safe, happy
and connected.
Therefore, we invest significant time in the design phase
of our masterplans to create integrated and connected
neighbourhoods where a diverse range of residents
can thrive. ‘Before we build your home, we build your
neighbourhood’ was the tagline of Winton’s brand
campaign in FY22. The positive feedback we received
demonstrated how much importance people place on being
part of a community and the desire to be part of the classic
kiwi neighbourhood many New Zealanders can remember
from their childhoods.
Our masterplans include generous shared and multi-use
spaces for the community to use as we know residents need
places to play, meet up and relax. We believe this is one of
the best ways to give back to our communities. In the last
six years we have invested $6.5 million in shared green
spac
es in our developments with different amenities. In
Northlake Wanaka we constructed a 12,000 sqm recreation
reserve with tennis and multi-use court, pump track, outdoor
exercise equipment, a social sports field and a covered picnic
area with a BBQ for people of all ages to enjoy. At Lakeside,
we have just signed off on a fabulous playground that will
provide thousands of hours of entertainment for children.
At Lakeside, we also have an iwi reserve, wetlands and at
leas
t five kms of walking and cycling trails to be developed
within future stages.
RECREATION RESERVE
NORTHLAKE
People
WINTON LAND LIMITED ANNUAL REPORT 202221
People
22
Our People
Winton has a relatively small but growing
team who are incredibly important to
our long-term success. We are focused
on attracting the right smart people,
keeping them safe and cultivating an
environment where all employees enjoy
coming to work and contributing to the
collective success of the business.
FY22 progress:
— Recruited and onboarded more people than we have in
any other year.
—
Made v
arious people-focused Winton policies available
publicly on the website, including:
•
C
ode of Ethics.
•
Health and Saf
ety Policy.
• Diversity and Inclusion policy.
— Heightened health and wellbeing awareness through the
extended Covid-19 lockdowns, including weekly virtual
team social catch-ups.
—
Es
tablished a Health and Safety committee with Board
representation to monitor and manage health and
safety risk within the organisation, including through its
supplier relationships.
—
Engaged thir
d-party provider to complete a company-
wide Health and Safety review during FY23.
Our Partners
Winton works with many contractors
on each site to develop the land and
construct homes and commercial spaces.
To ensure the contractors we use align with Winton’s
values, we conduct a non-price attributes assessment
to reflect historical performance in areas like health and
safety and environmental conduct during the tender
process to select contractors.
Winton prides itself on its strong relationships with key
stakeholders, including tangata whenua, and local and
central government. Winton works together with these
partners to create much-needed housing within our
diverse and thriving neighbourhoods. As part of any due
diligence process, rezoning and consenting process, Winton
prioritises early engagement with respective iwi and local
mana whenua to understand the site’s specific cultural
history and significance.
NORTHLAKE
WANAKA
People continued
WINTON LAND LIMITED ANNUAL REPORT 202223
People continued
DUNCAN ELLEY
HEAD OF
LAND DEVELOPMENT
24
Climate Resiliency
The physical and transitional risks associated
with global warming and climate change
will impact us all and as the likelihood of
limiting global warming to 1.5 degrees fades,
adaption becomes paramount.
As a recently listed company, Winton recognises the
opportunity to formalise its sustainability framework including
a clear set of operational or non-financial targets aligned
with Winton’s strategy, values, and reputation. From a climate
perspective, the framework will focus on:
1. Our carbon footprint.
2.
Understanding and mitigating Winton’s physical and
transitional risks of climate change.
3. Opportunities and innovations that add value to Winton
and society as we move into a lower emissions economy.
T
o determine where we are going, we must first understand
where we are in relation to Winton’s sustainability framework.
Therefore, FY23 will be about measuring where we are at,
assessing what we need to do, what we want to achieve, and
how to achieve it.
In June 2022 the New Zealand government passed legislation
making climate-related disclosures mandatory for some
organisations. Winton will be required to make these
disclosures under the new legislation. We will make an initial
voluntary disclosure within the FY23 Annual Report. We
believe the process will be valuable to understand better
how climate issues and different scenarios may impact the
company and its stakeholders.
WATERFALL PARK
ARROWTOWN
AYRBURN
ARROWTOWN
— Measure carbon footprint
and set initial targets
— Prepare initial voluntary
climate-related disclosures
—
F
ormulate sustainability
framework
FY23
Planet
WINTON LAND LIMITED ANNUAL REPORT 202225
Environmental Impact
Minimising our environmental impact
onsite is integral to our development
process. Winton must consider
environmental risks and enhancement
at every part of the development process,
fr
om site selection to consenting plans
and implementation.
In Winton’s masterplanned communities, access to nature
is a key focus during site selection and design. Sites with
na
tural features, like wetlands, waterways and native
vegetation, that can be protected, enhanced, or completely
restored are favoured. These features provide the opportunity
within a development for flourishing fauna and flora and rich
biodiversity, that the community can enjoy.
Within the sustainability framework we will consider how
we can set Winton environmental standards across all
of our sites, in addition to the environmental measures
required by their resource consents.
Planet
“The work completed to look
after the health of Mill Creek at
Waterfall Park has resulted in the
Br
own Trout population increasing
17% over the past 12 months”
LAUREN CHRISTIE — GM QUEENSTOWN
26
Chris Meehan
Chair and Chief
Executive Officer
Associate Diploma in Business
(Property Valuation)
Appointed 19 June 2017
Chris leads Winton’s strategy
and operations.
A f
ounding principal and CEO of
Winton, Chris has over 30 years of
experience in real estate investment.
Prior to establishing Winton, Chris
founded the Belle Property real
estate franchise in Australia, and
grew this business to 20+ offices
acr
oss Australia and New Zealand,
prior to its sale to private equity
interests in 2009.
Julian Cook
Executive Director and
Director of Retirement
BA, MAF, BSc, MSc
Appointed 13 September 2021
Julian is responsible for leading and
executing Winton’s retirement strategy.
Prior joining Winton, Julian spent
the last 11 years at Summerset Group,
including se
ven years as CEO. Prior to
2010, Julian was an Associate Director
with Macquarie Group for over 12 years.
Julian is currently a director of
Sky City Entertainment Group and
WEL Networks.
Michaela Meehan
Non-executive Director
MSc (Economics and
Business Administration)
Appointed 19 June 2017
Michaela is a founding principal of
Winton, and has over 20 years of
corporate, property and treasury
experience.
Michaela was a Senior Product
Manager for the Danish brewery
Carlsberg, in Copenhagen, from
1995 and 2001. Michaela was also
a professional sailor for 13 years,
competing at three Olympic
Games as a member of the Danish
Sailing Team.
David Liptak
Non-executive Director
BA (Economics)
Appointed 7 July 2017
David is the Founder and Managing
Partner of Spring Street Partners,
a private US-based investment
firm established in 1995, and
has o
ver 40 years’ experience
in corporate finance, funds
management and investment.
David’s career has included roles
at Bear, Stearns & Co. Inc. and
Oppenheimer & Co. Inc. . In 1992,
David formed West Broadway Partners
Inc., an investment partnership that
ultimately managed more than
US$700m in investor capital.
Anna Molloy
Independent
Non-executive Director
BCom (Accounting and Finance), BE,
CFA Charterholder
Appointed 24 September 2021
Anna has over 15 years’ experience
working in equity capital markets and
investment management.
Anna is currently an independent
Director for ANZ New Zealand
Investments Limited and Channel
Infrastructure NZ Limited. Anna was
previously a Future Director on the
NZX Limited Board.
Glen Tupuhi
Independent
Non-executive Director
Graduate Diploma in Health Management
Appointed 24 September 2021
Glen has over 30 years’ experience,
including in health and justice-
related fields.
He has held senior positions in Or
anga
Tamariki (formerly CYFS), Corrections,
Health Waikato, Hauora Waikato and Te
Runanga o Kirikiriroa and has extensive
governance experience representing
Ngati Paoa, Hauraki and iwi Maori.
James Kemp
Non-executive Director
BCom, BFin (Hons), MFin
Appointed 21 February 2022
James has been appointed to the
Board of Winton in his capacity as
a representative of TC Akarua 2 Pty
Limited (as trustee of the TC Akarua
Sub Trust), being a substantial
shareholder in Winton.
James is a Senior Managing Director
in Macquarie Asset Management and
is Head of Real Estate, Asia-Pacific.
He has over 16 years of experience
in r
eal estate private equity and
investment banking across Asia-Pacific.
James has been a director on a number
of other real estate companies and is
currently also a director of the Japan
and China logistics developer and fund
manager, Unified Industrial.
Jelte Bakker
Non-executive Director
(alternate)
Appoint
ed 21 February 2022
Jelte has been appointed as an
alternate director for James Kemp.
Jelte is a Senior Managing Director
in Macquarie Asset Management
and is Global head of Opportunistic
Real Estate. Jelte has over 20 years
of experience in real estate private
equity and investment banking.
Jelte is currently also a director
on a number of other real estate
companies around the world.
Board of Directors
Leadership and Governance
WINTON LAND LIMITED ANNUAL REPORT 202227
Chris Meehan
Chair and Chief
Executive Officer
Julian Cook
Executive Director and
Director of Retirement
Simon Ash
Chief Operating Officer
Jean McMahon
Chief Financial Officer
Justine Hollows
GM Corporate Services
Senior Management Team
Leadership and Governance
NORTHLAKE
WANAKA
28
NORTHLAKE
WANAKA
WINTON LAND LIMITED ANNUAL REPORT 202229
Financial
Statements
FOR THE YEAR ENDED 30 JUNE 2022
30
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2022
All VALUES IN $000'SNOTE20222021
Revenue3 159,523 176,980
Cost of sales (87,096) (119,554)
Gross profit 72,427 57,426
Development management fees - 27,500
Other income 2,136 1,123
Selling expenses (9,418) (6,451)
Property expenses (610) (623)
Administrative expenses9.1 (12,996) (8,541)
Share-based payment expense9.12 (592) -
Offer costs1.7 (5,981) -
Earnings before interest, taxation and depreciation (EBITDA) 44,966 70,434
Depreciation (718) (645)
Earnings before interest and taxation (EBIT) 44,248 69,789
Interest income 2,190 215
Interest expense and bank fees (1,820) (6,271)
Profit before income tax 44,618 63,733
Income tax expense
Current taxation9.2 (4,455) (15,179)
Deferred taxation9.2 (8,506) (2,460)
Total income tax expense (12,961) (17,639)
Profit after income tax 31,657 46,094
Items that may be reclassified to profit or loss:
Movement in currency translation reserve 314 (12)
Total comprehensive income after income tax attributable
to the shareholders of the Company
31,971
46,082
Basic earnings per share (cents)8.1 12.56 22.39
Diluted earnings per share (cents)8.2 12.28 22.39
The accompanying notes form part of these financial statements.
WINTON LAND LIMITED ANNUAL REPORT 202231
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
ALL VALUES IN $000'S NOTE
SHARE
CAPITAL
RETAINED
EARNINGS
SHARE
BASED
PAYMENTS
RESERVE
FOREIGN
CURRENCY
TRANSLATION
RESERVE
TOTAL
EQUITY
Balance as at 1 July 2020 49,100 7,442 - 16 56,558
Total comprehensive income
- 46,094 - (12) 46,082
Dividends to shareholders9.3
- (18,845) - - (18,845)
Balance as at 30 June 2021 49,100 34,691 - 4 83,795
Total comprehensive income
- 31,657 - 314 31,971
Proceeds from primary issuance9.3 350,000 - - - 350,000
Offer costs capitalised to equity1.7, 9.3 (15,433) - - - (15,433)
Employee share bonus9.3 2,928 - - - 2,928
Share-based payment expense9.12
- - 829 - 829
Balance as at 30 June 2022 386,595 66,348 829 318 454,090
The accompanying notes form part of these financial statements.
32
All VALUES IN $000'SNOTE20222021
CURRENT ASSETS
Cash and cash equivalents9.9 204,824 35,026
Restricted cash9.4 810 34,391
Accounts receivable, prepayments and other receivables9.5 4,924 5,217
Inventories4 95,615 46,954
Total current assets 306,173 121,588
NON-CURRENT ASSETS
Restricted cash9.4 - 11,120
Inventories4 86,254 116,937
Deposits paid on investment property acquisitions1.7 7,198 -
Investment properties5 80,498 -
Property, plant and equipment6 16,064 2,926
Right-of-use asset 562 735
Intangible assets 123 123
Total non-current assets 190,699 131,841
Total assets 496,872 253,429
CURRENT LIABILITIES
Accounts payable, accruals and other payables9.6 24,872 16,585
Taxation payable 7,986 15,079
Total current liabilities 32,858 31,664
NON-CURRENT LIABILITIES
Borrowings7, 9.9 - 128,732
Lease liability 323 547
Contract liability9.7 - 7,225
Deferred tax liabilities9.2 9,601 1,095
Long term deposits 9.8 - 371
Total non-current liabilities 9,924 137,970
Total liabilities 42,782 169,634
Net assets 454,090 83,795
EQUITY
Share capital9.3 386,595 49,100
Foreign currency translation reserve 318 4
Share-based payment reserve 829 -
Retained earnings 66,348 34,691
Total equity 454,090 83,795
These Group financial statements are signed on behalf of Winton Land Limited and were authorised for issue on 24 August 2022.
The accompanying notes form part of these financial statements.
Consolidated Statement of Financial Position
As at 30 June 2022
Chris Meehan
Chair
Anna Mollo
y
Chair, Audit and Financial Risk Committee
WINTON LAND LIMITED ANNUAL REPORT 202233
All VALUES IN $000'SNOTE20222021
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 157,872 208,635
Interest received 2,190 213
Net GST (paid) / received (63) 1,200
Payments to suppliers and employees (132,386) (106,832)
Purchase of development land (4,000) -
Deposits paid on unconditional contracts for land (13,477) (10,000)
Interest and other finance costs paid (7,514) (9,199)
Income tax (paid) / received (11,548) 66
Net cash flows from operating activities (8,926) 84,083
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of land for investment properties5 (36,418) -
Deposits paid on unconditional contracts of land for
investment properties
(7,198)
-
Payments to suppliers and employees for investment properties (15,129) -
Acquisition of property, plant and equipment (7,156) (307)
Net cash flows from investing activities (65,901) (307)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from primary issuance9.3 350,000 -
Payment of offer costs1.7 (18,486) -
Release / (funding) of restricted cash9.4 43,109 (43,109)
Dividends paid to shareholders9.3 - (18,845)
(Repayment of) / proceeds from MMLIC facility7 (130,000) 130,000
Repayment of Clipper facility7 - (133,796)
Repayment of related party loans receivables 2 20
Net cash flows from financing activities 244,625 (65,730)
Net increase in cash and cash equivalents 169,798 18,046
Cash and cash equivalents at beginning of year 35,026 16,980
Cash and cash equivalents at end of year 204,824 35,026
The accompanying notes form part of these financial statements.
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
34
All VALUES IN $000'S20222021
RECONCILIATION OF PROFIT AFTER INCOME TAX TO CASH
FLOWS FROM OPERATING ACTIVITIES
Profit after income tax 31,657 46,094
Adjusted for non cash items:
Depreciation 437 400
Depreciation of right of use asset 281 244
Deferred taxation 8,506 2,460
Provision for doubtful debts - (854)
Lease liability interest expense 72 81
Share-based payment expense 592 -
Adjustments for movements in working capital
Decrease / (increase) in accounts receivable, prepayments
and other assets
291
(1,477)
(Increase) / decrease in inventories (net of transfers) (53,110) 12,386
Increase in accounts payable, accruals and other liabilities 8,196 5,476
(Decrease) / increase in accrued borrowing costs 1,268 (1,176)
Decrease / (increase) in restricted cash 1,592 (1,386)
Decrease in long term deposits (371) (635)
Decrease / (increase) in contract liability (7,225) 7,225
(Decrease) / increase in taxation payable (7,093) 15,245
Offer costs not included in operating cashflow 5,981 -
Net cash flows from operating activities (8,926) 84,083
The accompanying notes form part of these financial statements.
Consolidated Statement of Cash Flows (continued)
For the year ended 30 June 2022
WINTON LAND LIMITED ANNUAL REPORT 202235
1. General Information
This section sets out the basis upon which the Group’s Financial Statements are prepared. Specific accounting
policies are described in the note to which they relate.
1.1. Reporting entity
These audited consolidated financial statements (the financial statements) are for Winton Land Limited (the Company
formerly known as Winton Property Limited) and its subsidiaries (together, the Group). The Company is a limited
liability company incorporated in New Zealand and is registered under the New Zealand Companies Act 1993. The
Company is a FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013 and the Financial Reporting
Act 2013 and these financial statements have been prepared in accordance with the requirements of the NZX Listing
Rules. The Company is listed on the NZX Main Board (NZX: WIN) and the ASX (ASX: WTN).
T
he Group’s principal activity is the development and sale of residential land properties. The Group also develops
retirement villages and commercial properties however these are start-up operations.
1.2. Basis of preparation
The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting
Practice (NZ GAAP). They comply with the New Zealand Equivalents to International Financial Reporting Standards
(NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for Tier 1 for-profit entities. The
financial statements also comply with International Financial Reporting Standards (IFRS).
The financial statements have been prepared on the historical cost basis except where otherwise identified.
All financial information is presented in New Zealand dollars and has been rounded to the nearest thousand.
1.3. Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
1.4. Basis of consolidation
The consolidated financial statements comprise the Company and the entities it controls. All intercompany
transactions are eliminated on consolidation.
1.5. Critical judgements, estimates and assumptions
In applying the Group’s accounting policies, the Board and Management continually evaluates judgements,
estimates and assumptions that may have an impact on the Group. The critical judgements, estimates and
assumptions made in the preparation of these financial statements are as follows:
4. Inventories – page 38
1.6. Accounting policies
No changes to accounting policies have been made during the year and policies have been consistently applied to
all years presented.
Significant accounting policies have been included throughout the notes to the financial statements. Other relevant
policies are provided as follows:
Goods and services tax
These financial statements have been prepared on a goods and services tax (GST) exclusive basis except for the
accounts receivable balance, accounts payable balance and other items where GST incurred is not recoverable.
These balances are stated inclusive of GST.
New accounting standards and interpretations issued but not yet effective
There are no new or amended accounting standards that are not yet effective and that are expected to have
a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
36
1. General Information (Continued)
1.7. Significant events and transactions
The financial position and performance of the Group was affected by the following events and transactions that
occurred during the reporting period:
Initial Public Offering (IPO)
On 17 December 2021, the Group issued 90,043,735 shares at $3.8870 per share (total value $350,000,000) in an
IPO. Offer costs associated with the transaction totalled $21,414,000. $5,981,000 of costs are recognised in the
Consolidated Statement of Comprehensive Income. The remaining $15,433,000 of costs are capitalised against equity
as these costs relate to the issue and listing of new capital. Included in these costs, $2,928,000 was settled by way of
issuance of new shares (753,278 shares) to employees.
Inventories and Investment Properties acquisitions
On 1 July 2021, the Group contracted to purchase land at Wynyard Quarter, Auckland for $70,000,000. An initial deposit
of $7,000,000 was paid on 7 July 2021. A portion of the land will be developed into apartments and sold, $2,337,000 of
the deposit paid is included in inventories. The remaining portion of the land will be developed into a retirement village,
$4,663,000 of the deposit paid is included in deposits paid on unconditional contracts for investment properties. The
apportionment is based on the resource consent submission for this land as at 30 June 2022.
On 9 September 2021, the Group contracted to purchase land at Avon Loop, Christchurch for $32,000,000. The
Group settled the acquisition on 1 March 2022 and it is included in investment properties as at 30 June 2022.
On 3 May 2022, the Group contracted to purchase land at Parnell, Auckland for $4,000,000. The Group settled the
acquisition on 26 May 2022 and it is included in inventories as at 30 June 2022.
On 8 April 2022, the Group contracted to purchase land at Wynyard Quarter, Auckland for $23,750,000. An initial
deposit of $2,375,000 was paid on 21 June 2022 and is included in deposits paid on investment property acquisitions
as at 30 June 2022.
Borrowings
On 15 June 2022, Lakeside Developments 2017 Limited (a 100% subsidiary company of the Company) repaid its debt
facility with Massachusetts Mutual Life Insurance Company (MMLIC) of $130,000,000.
1.8. Impact of the Covid-19 pandemic and economic uncertainty on the significant accounting
judgements, estimates and assumptions
During the year ended 30 June 2022, New Zealand has been subject to various restriction periods associated with the
Covid-19 global pandemic, with Auckland being subject to greater restrictions than the balance of the country (https://
covid19.govt.nz/traffic-lights). The Group has managed and continues to actively manage the risks arising from Covid-19.
2. Segment Reporting
(i) Basis for segmentation
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker has been identified as the Board of Directors. During the year
ended 30 June 2022, the Group has established the following reportable segments that are managed separately
because of different operating strategies. The following describes the operation of each of the reportable segments.
Reportable segmentOperations
Residential developmentDesign, develop, market and sell residential properties to external customers. These include land
lots, dwellings, townhouses and apartments with the majority of operations in New Zealand.
Retirement villagesDevelop and operate retirement villages in New Zealand.
Commercial portfolioDevelop and manage a commercial portfolio to produce rental income and capital appreciation
in New Zealand.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
WINTON LAND LIMITED ANNUAL REPORT 202237
2. Segment Reporting (Continued)
(ii) Information about reportable segments
During the year ended 30 June 2022, the residential development segment was the only segment contributing to
revenue. Both the retirement villages and commercial portfolio are start-up operations.
The following is an analysis of the Group’s segments, as at 30 June 2022.
All VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL
Segment assets
and liabilities
Inventories 181,869 - - - 181,869
Investment Properties - 76,415 4,083 - 80,498
Property, plant and
equipment
- - 12,603 3,461 16,064
Deposits paid on
investment property
acquisitions
- 4,823 2,375 - 7,198
Other assets 5,734 - - 205,509 211,243
Total assets 187,603 81,238 19,061 208,970 496,872
Total liabilities 39,174 985 1,422 1,201 42,782
Net assets 148,429 80,253 17,639 207,769 454,090
3. Revenue
This section shows the inventories used to generate the Group’s trading performance which are considered to be the
most relevant to the operations of the Group.
All VALUES IN $000'S20222021
Revenue from contracts with customers 159,523 176,980
Total revenue 159,523 176,980
Revenue represents amounts derived from land and property sales. Land and property sales are recognised when the
customer obtains control of the property and is able to direct and obtain the benefits from the property. The customer
gains control of the property when the Group receives full and final consideration for the property and the Group
transfers over the record of title.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
38
4. Inventories
This section shows the inventories used to generate the Group’s trading performance which are considered to be the
most relevant to the operations of the Group.
All VALUES IN $000'S20222021
Expected to settle within one year 95,615 46,954
Expected to settle greater than one year 86,254 116,937
Total inventories 181,869 163,891
The Group has reclassified land and development costs initially categorised as inventories to investment properties of
$28,714,000 (2021: nil). These inventories include land suitable for retirement villages and commercial property which
will be developed and held by the Group to earn deferred management fees and rental income.
The Group has reclassified land and development costs initially categorised as inventories to property, plant and
equipment of $6,419,000 (2021: nil). These inventories include land suitable for a retail precinct which will be
developed and operated by the Group.
Recognition and Measurement
Inventories are carried at the lower of cost and net realisable value. Cost includes the cost of acquisition, development,
and holding costs such as interest. All holding costs are expensed through profit or loss in the year incurred with the
exception of interest holding costs which are capitalised during the period when active development is taking place.
During the year ended 30 June 2022, $6,962,000 of interest has been capitalised to inventories (2021: $2,996,000).
Interest and other holding costs incurred after completion of development are expensed as incurred. Inventories include
deposits paid on unconditional contracts for development land.
The carrying amounts of inventories are reviewed at each balance date to ensure its carrying amount is recorded at
the lower of its cost and net realisable value. The net realisable value of inventories is the estimated selling price in
the ordinary course of business less the estimated costs of completion and costs necessary to make the sale. The
determination of net realisable value of inventories involves estimates taking into consideration prevailing market
conditions, current prices and expected date of commencement and completion of the projects, the estimated future
selling price, cost to complete projects and selling costs. An impairment loss is recognised in the Consolidated Statement
of Comprehensive Income to the extent that the carrying value of inventories exceeds its estimated net realisable value.
The net realisable values of inventories have been assessed by management who have prepared internal valuations and
the total value is in excess of the carrying value, therefore there is no indication of impairment.
The basis of the valuation is the hypothetical subdivision approach and/or block land sales comparisons to derive the
residual block land values. The major unobservable inputs that are used in the valuation model that require judgement
include the individual section prices, allowances for profit and risk, projected completion and sell down periods and
interest rates during the holding period. The estimated net realisable value would increase or (decrease) if: the individual
section prices were higher/(lower); the allowances for profit were higher/(lower); the allowances for risk were lower/
(higher); the projected completion and sell down periods were shorter/(longer); and the interest rate during the holding
period was lower/(higher).
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
WINTON LAND LIMITED ANNUAL REPORT 202239
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
5. Investment properties
All VALUES IN $000'SNOTE20222021
Opening balance - -
Acquisitions 36,418 -
Transfers from inventories4 28,714 -
Capital expenditure 15,366 -
As at 30 June 80,498 -
Recognition and Measurement
Investment properties are held to earn current and future rental income (including deferred management fees) but not:
for sale in the ordinary course of business, use in the production or supply of goods and services, or for administrative
purposes. Investment properties consist of land under development for retirement villages and commercial property.
Initial recognition of investment properties is at cost and it is subsequently measured at fair value when the construction
is substantially complete and the fair value can be reliably measured. The cost of investment properties includes directly
attributable construction costs and other costs necessary to bring the investment properties to working condition for
their intended use. These other costs include professional fees, consents and head office costs directly related to the
construction of the investment properties. Where costs are apportioned across more than one asset, the apportionment
methodology is determined by considering the nature of the cost. Land acquired with the intention of constructing an
investment property is classified as investment property from the date of acquisition. During the year ended 30 June
2022, $237,000 of share-based payment expense has been capitalised to investment properties (2021: nil).
6. Property, plant and equipment
All VALUES IN $000'SNOTE20222021
Opening balance 2,926 3,019
Additions 7,156 307
Transfers from inventories4 6,419 -
Depreciation (437) (400)
As at 30 June 16,064 2,926
As at 30 June 2022, property, plant and equipment includes work in progress of $12,603,000 (2021: nil).
Recognition and Measurement
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is charged to the income
statement over the estimated useful lives of each asset class.
40
7. Borrowings
(i) Net borrowings
All VALUES IN $000’S20222021
MMLIC facility drawn down- 130,000
Unamortised borrowings establishment costs- (1,268)
Net borrowings- 128,732
Weighted average interest rate for drawn debt (inclusive of margin and line fees)-5.19%
Weighted average term to maturity (years)- 5.9
Recognition and Measurement
All borrowings are initially measured at fair value, plus directly attributable transaction costs, and subsequently measured
at amortised cost using the effective interest rate method. Under this method, directly attributable fees, costs, discounts
and premiums are capitalised and spread over the expected life of the facility. All other interest costs and bank fees are
expensed in the period they are incurred.
(ii) MMLIC facility
On 15 June 2021, Lakeside Developments 2017 Limited (a 100% subsidiary company of the Company) entered into a
debt facility with MMLIC for $130,000,000. The facility was repaid on 15 June 2022. Restricted cash includes cash of
nil (2021: $43,109,000) that has been funded by the MMLIC facility (see note 9.4). During the current and prior year,
there were no defaults or breaches of any covenants relating to the facility.
(iii) Security
The MMLIC facility was secured by way of a general security deed provided by Lakeside Developments 2017 Limited
and Lakeside Residential Limited and a registered mortgage security across the Lakeside development property.
The Company had provided a $10,000,000 corporate guarantee which increased to $20,000,000 should 30 day
BKBM be equal or greater than 3.00%.
(iv) Clipper facility
On 15 June 2021, the Group repaid a debt facility with Clipper Investment Opportunity II Limited (Clipper) for
$130,000,000 plus capitalised interest and capitalised fees.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
WINTON LAND LIMITED ANNUAL REPORT 202241
8. Investor Returns and Investment Metrics
This section summarises the earnings per share which is a common investment metric.
8.1. Basic earnings per share
20222021
Total comprehensive income for the period attributable to the
shareholders of the Company ($000s) 31,971 46,082
Weighted average number of ordinary shares (shares) 254,573,475 205,816,723
Basic earnings per share (cents) 12.56 22.39
8.2. Diluted earnings per share
The calculation of diluted earnings per share has been based on the profit attributable to ordinary shareholders and
weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential
ordinary shares. Weighted average number of shares for the purpose of diluted earnings per share has been
adjusted for 10,936,400 share options (30 June 2021: nil) issued under the Group’s Share Option Plan as at 30 June.
This adjustment has been calculated using the treasury share method.
20222021
Total comprehensive income for the period attributable to the
shareholders of the Company ($000s) 31,971 46,082
Weighted average number of ordinary shares (shares) 260,446,172 205,816,723
Diluted earnings per share (cents) 12.28 22.39
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
42
9. Other
9.1. Administrative expenses
All VALUES IN $000'S20222021
Auditors remuneration:
Audit of annual financial statements (250) (95)
Tax compliance and advisory fees (186) (88)
Directors' fees (309) (16)
Doubtful debts expense - 854
Employee benefits expense (7,117) (6,337)
Operating lease and rental payments (132) (70)
Other expenses (5,002) (2,789)
Total administrative expenses (12,996) (8,541)
The Auditors also received remuneration in relation to their role as Investigating Accountant for the IPO and tax
advisers. These fees for 2022 were $699,000 (2021: nil) and are included within offer costs capitalised to equity.
The Auditors also received remuneration in relation to property due diligence tax advice. These fees for 2022
were $14,000 (2021: nil) and are included within investment properties and accounts receivable, prepayments
and other receivables.
9.2. Taxation
(i) Current taxation
All VALUES IN $000'S20222021
Profit before income tax 44,618 63,733
Prima facie income tax calculated at 28% (12,493) (17,845)
Adjusted for:
Prior period adjustment 4,095 -
Non-tax deductible revenue and expenses (426) 224
Movement in temporary differences 4,332 451
Tax losses utilised 79 1,991
Difference in tax rates (42) -
Current taxation expense (4,455) (15,179)
The prior period adjustment of $4,095,000 (2021: nil) relates to an IRD binding ruling issued in February 2022 with
regards to timing of net income permitted on inventory. This amount can be spread for tax purposes over a 4 year
period and not in a single period as done in the prior year. This has been treated as a change in accounting estimate
and is reflected in the deferred tax balance for inventory.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
WINTON LAND LIMITED ANNUAL REPORT 202243
9. Other (Continued)
9.2. Taxation (Continued)
(ii) Deferred taxation
All VALUES IN $000'S
2020
AS AT
2021
RECOGNISED
IN PROFIT
2021
AS AT
2022
RECOGNISED
IN PROFIT
2022
AS AT
Deferred tax assets
Employee benefits 364 (274) 90 62 152
Accounts payable, accruals and other payables 46 161 207 643 850
Lease liability 284 (63) 221 (47) 174
Share-based payment reserve - - - 232 232
Losses available for offsetting against future
taxable income
2,088
(2,009)
79
(79)
-
Gross deferred tax assets 2,782 (2,185) 597 811 1,408
Deferred tax liabilities
Accounts receivable, prepayments and other receivables 7 (4) 3 90 93
Property, plant and equipment 2 (2) - - -
Right-of-use asset 274 (68) 206 (49) 157
Inventories 1,134 349 1,483 9,276 10,759
Gross deferred tax liabilities 1,417 275 1,692 9,317 11,009
Net deferred tax liability 1,365 (2,460) (1,095) (8,506) (9,601)
Recognition and Measurement
Tax is accounted for on a consolidated Group basis and the Group is required to pay tax to the Inland Revenue as
required by the Income Tax Act 2007. Income tax expense comprises current and deferred tax and is recognised in the
Consolidated Statement of Comprehensive Income for the year.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided
for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets,
and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different entities, but
they intend to settle current tax assets and liabilities on a net basis. A deferred tax asset is recognised to the extent that
it is probable that future taxable profits will be available against which temporary differences can be utilised.
Additional income tax arising from distribution of dividends is recognised at the same time as the liability to pay the
dividend is recognised.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
44
9. Other (Continued)
9.2. Taxation (Continued)
(iii) Imputation account
The amounts below represent the balance of the imputation credit account as at the end of the reporting period,
adjusted for imputation credits that will arise from the payment of taxation represented in the Consolidated
Statement of Financial Position.
All VALUES IN $000’S20222021
Opening balance 15,184 7,520
Taxation paid / payable 3,783 14,993
Imputation credits attached to dividends paid - (7,329)
Closing balance available to shareholders for use in subsequent periods 18,967 15,184
9.3. Equity
(i) Capital and Reserves
NOTE
2022
SHARES
‘000S
2022
$000’S
2021
SHARES
‘000S
2021
$000’S
Shares issued 1 July 205,817 49,100 205,817 49,100
Primary issuance 90,044 350,000 - -
Offer costs1.7 - (15,433) - -
Issue of share capital to employees 753 2,928 - -
Total shares issued and outstanding 296,614 386,595 205,817 49,100
All shares on issue are fully paid, carry equal voting rights, share equally in dividends and any surplus on wind up and
have no par value. All shares are recognised at the fair value of the consideration received by the Company.
(ii) Dividends
The following dividends were declared and paid by the Company during the year 30 June:
All VALUES IN $000'S20222021
8.39381 cents per qualifying ordinary share16-Oct-20 - 17,276
0.76262 cents per qualifying ordinary share23-Mar-21 - 1,569
Total dividends - 18,845
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
WINTON LAND LIMITED ANNUAL REPORT 202245
9. Other (Continued)
9.4. Restricted cash
All VALUES IN $000'S20222021
Expected to be utilised within one year 810 34,391
Expected to be utilised greater than one year - 11,120
Total restricted cash810 45,511
Restricted cash includes cash of nil (2021: $43,109,000) that is specifically available to fund the development costs
associated with the Lakeside development only as a condition of the MMLIC facility.
9.5. Accounts receivable, prepayments and other receivables
All VALUES IN $000'S20222021
Accounts receivable 14 2,021
Prepayments and other receivables 4,910 3,196
Total accounts receivable, prepayments and other receivables
4,924 5,217
Recognition and Measurement
Accounts receivable is recognised at fair value and subsequently measured at amortised cost using the effective interest
rate method. Receivables are assessed on an ongoing basis for impairment. The Group recognises a provision for
impairment on receivables based on the lifetime expected credit loss at balance date. Those which are anticipated to be
uncollectable are written off. The Group applies the simplified approach to providing for expected credit losses prescribed
by NZ IFRS 9 ‘Financial Instruments’, which permits the use of lifetime expected loss provision for all trade receivables.
9.6. Accounts payable, accruals and other payables
All VALUES IN $000'S20222021
Accounts payable 16,162 9,452
Accruals and other payables in respect of inventories 4,084 2,444
Accruals and other payables
4,626 4,689
Total accounts payable, accruals and other payables
24,872 16,585
Recognition and Measurement
Expenses are recognised on an accruals basis and, if not paid at the end of the reporting period, are reflected as a payable
in the Consolidated Statement of Financial Position.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
46
9. Other (Continued)
9.7. Contract liability
All VALUES IN $000'S20222021
Contract liability- 7,225
Total contract liability- 7,225
Recognition and Measurement
Contract liability relates to the advance consideration received from a customer for land. The company has an obligation
to transfer goods or services to a customer for which the entity has received consideration. This will be recognised as
revenue when control of the land passes to the customer.
9.8. Long term deposits
Long term deposits as at 30 June 2022 of nil (2021: $371,000) represent deposits paid by customers for future
inventory purchases.
9.9. Financial instruments
The following financial assets and liabilities, that potentially subject the Group to financial risk, have been recognised
at amortised cost in the financial statements:
All VALUES IN $000'S20222021
Financial assets
Cash and cash equivalents
1
204,824 35,026
Restricted cash
2
810 45,511
Accounts receivable and other receivables 4,924 5,217
Deposits paid on Investment property acquisitions 7,198 -
Total financial assets 217,756 85,754
Financial liabilities
Accounts payable, accruals and other payables 24,872 16,585
Lease liability 323 547
Borrowings - 128,732
Long term deposits - 371
Total financial liabilities 25,195 146,235
1. Comprises solely of cash at bank.
2. Restricted cash comprises cash held on deposit with Bank of New Zealand.
The carrying amount of financial assets and liabilities presented above are reasonable approximations of their fair value.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
WINTON LAND LIMITED ANNUAL REPORT 202247
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
9. Other (Continued)
9.10. Financial risk management
The Group’s activities expose it to a variety of financial risks: interest rate risk, credit risk, and liquidity risk. The Group’s
overall financial risk management strategy focuses on minimising the potential negative economic impact of
unpredictable events on its financial performance.
(a) Interest rate risk
The Group’s exposure to the risk of changes in interest rates relates primarily to the Group’s borrowings with a
floating interest rate.
The following sensitivity analysis shows the effect on profit before tax and equity if interest rates at balance date had
been 50 basis points (0.50%) higher or lower with all other variables held constant. The Group has no exposure to the
risk of changes in interest rates at 30 June 2022 as it has no borrowings.
20222021
All VALUES IN $000’S
GAIN / (LOSS)
ON INCREASE
OF 0.50%
GAIN / (LOSS)
ON DECREASE
OF 0.50%
GAIN / (LOSS)
ON INCREASE
OF 0.50%
GAIN / (LOSS)
ON DECREASE
OF 0.50%
Impact on profit before tax - - (28)16
Impact on equity - - (21)11
(b) Credit risk
Credit risk represents the risk that the counterparty to a financial instrument will fail to discharge its obligations and
the Group will suffer financial loss as a result. Financial instruments which potentially subject the Group to credit risk
consist of cash at bank, accounts receivable and other receivables.
With respect to the credit risk arising from cash and cash equivalents and restricted cash, there is limited credit risk
as cash is deposited with Bank of New Zealand Limited, a registered bank in New Zealand with a credit rating of AA–
(Standard & Poor’s). The Group considers both historical analysis and forward-looking information in determining any
expected credit loss and infers from this strong credit rating that no loss allowance is deemed necessary.
With respect to the credit risk arising from accounts receivable, the Group only enters into arrangements over its
inventories with parties whom the Group assesses to be creditworthy. Credit risk does not arise on property sale
proceeds to be settled as title will not transfer until settlement.
The carrying amount of financial assets as per note 9.9 approximates the Group’s maximum exposure to credit risk.
48
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
9. Other (Continued)
9.10. Financial risk management (Continued)
(c) Liquidity risk
Liquidity risk is the risk that the Group will experience difficulty in either realising assets or otherwise raising sufficient
funds to meet its obligations arising from its financial liabilities. The Group manages liquidity risk by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The table below analyses the Group financial liabilities (principal and interest) by the relevant contracted maturity
groupings based on the remaining period as at 30 June 2022 and 30 June 2021.
CONTRACTUAL CASH FLOWS
All VALUES IN $000’S
CARRYING
AMOUNT0 - 1 YEAR1 - 2 YEARS 2 - 5 YEARS> 5 YEARSTOTAL
Accounts payable, accruals and
other payables
24,872
24,872
-
-
-
24,872
Lease liability 323 - 323 - - 323
Total as at 30 June 2022 25,195 24,872323-- 25,195
Accounts payable, accruals and
other payables
16,585
16,585
-
-
-
16,585
Lease liability 547 - 304 243 - 547
Borrowings 128,732 6,729 45,509 4,583 96,321 153,142
Long term deposits 371 - 371 - - 371
Total as at 30 June 2021 146,235 23,314 46,184 4,826 96,321 170,645
(d) Capital risk management
The Group’s policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to sustain
future development of the business. The Group’s objectives when managing capital are to safeguard the Group’s ability
to continue as a going concern whilst maximising the return to shareholders through maintaining an optimal balance of
debt and equity. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group’s capital structure includes borrowings and shareholders equity. The Group monitors capital on the basis of
the loan to value ratio and borrowing covenant compliance. The loan to value ratio is calculated as borrowings divided
by the value of inventories.
WINTON LAND LIMITED ANNUAL REPORT 202249
9. Other (Continued)
9.11. Related party transactions
The transactions with related parties that were entered into during the year, and the year-end balances that arose
from those transactions are shown below.
Key management personnel remuneration
Key management personnel comprise members of the Board and members of the Senior Management Team.
All VALUES IN $000'S20222021
Employee benefits expense 2,690 1,570
Share-based payment expense 662 -
Employee share bonus 3,500 -
Directors' fees 158 -
Key management personnel remuneration
7,010 1,570
An Executive Director was granted 5,145,356 share options on 17 December 2021 with an exercise price of $3.8870
and a vesting date of 17 December 2031.
Senior Management Team were granted 3,344,484 share options on 17 December 2021 with an exercise price of
$3.8870. Of these, 1,114,828 share options have a vesting date of 17 December 2025, 1,114,828 share options have
a vesting date of 17 December 2028 and 1,114,828 share options have a vesting date of 17 December 2031.
Transactions with related parties during the year
All VALUES IN $000'S20222021
Key management personnel 616 -
Shareholders 10,500 -
Employees 1,381 709
Revenue from contracts with customers
12,497 709
The Group has also entered into agreements for the sale of residential properties with Executive Directors for
$24,515,000, key management personnel for $2,268,000 and employees for $8,121,000 to be recognised as revenue
in future years.
During the year ended 30 June 2022, the Group purchased land from Avon Hotel Limited for $32,000,000. Avon
Hotel Limited’s director is an indirect shareholder of the Company.
During the year ended 30 June 2022, the Group has leased land from an employee for $16,000 (2021: $13,000)
to store materials.
The Group’s Directors are also Directors of other companies. Julian Cook, an Executive Director is also a Director
of WEL Networks Limited (WEL). During the year, the Group incurred $462,000 of development costs categorised
as inventories (2021: $500,000) from WEL. As at 30 June 2022 there was nil (2021: nil) owing to WEL and included
in account payables, accruals and other payables. There were no other transactions between the Group and other
related companies to be disclosed.
Some of the Directors and key management personnel are shareholders of the Company. Certain individuals are
Executive Directors, key management personnel and employees.
On 12 August 2021, the related party loan receivable of $2,000 as at 30 June 2021 was repaid and no further
related party loan transactions have occurred.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
50
9. Other (Continued)
9.12. Share-based payments
On 17 December 2021, the Group established a Share Option Plan under which options to subscribe for the
Group’s shares have been granted to certain employees. The plan has three tranches with vesting dates of
17 December 2025, 17 December 2028 and 17 December 2031. The options convert to ordinary shares. This is an
equity-settled share scheme.
The key terms and conditions related to the grants under the plan are as follows; all options are to be settled by
the physical delivery of shares.
GRANT DATE/EMPLOYEE ENTITLED
NUMBER OF
INSTRUMENTS
(000’S)VESTING CONDITIONS
CONTRACTUAL
LIFE OF OPTIONS
On 17 December 2021 1,930 4 years of service from grant date12 months
Same as above 1,930 7 years of service from grant date12 months
Same as above 7,076
10 years of service from grant date12 months
Total share options 10,936
The number and weighted-average exercise prices of share options under the share option plan are as follows:
2022
NUMBER OF
INSTRUMENTS
(000’S)
EXERCISE
PRICE $
Opening balance - -
Granted during the year 10,939 3.8870
Forfeited during the year (3)3.8870
As at 30 June
10,936 3.8870
The fair value of the share options has been measured using the Black-Scholes formula. The requirement that the
employee has to save in order to purchase shares under the share option scheme has been incorporated into that
fair value at grant date by applying a discount to the valuation obtained. The inputs used in measurement of the fair
values at grant date of the share options were as follows.
Fair value at grant date (weighted-average) ($)1.160
Share price at grant date ($)3.8870
Exercise price ($)3.8870
Expected volatility25.0%
Expected life (weighted-average) 8.4 years
Expected dividends2.50%
Risk-free interest rate (based on government bonds)
2.46%
The expected volatility is an implied volatility based on actual experience of similar entities that have traded equity
instruments. The fair value of the share options as at 30 June 2022 is $829,000 (2021: nil).
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
WINTON LAND LIMITED ANNUAL REPORT 202251
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
9. Other (Continued)
9.12. Share-based payments (Continued)
Recognition and Measurement
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model.
The cost is recognised in the statement of comprehensive income, together with a corresponding increase in equity
(share-based payment reserve), over the period in which service is fulfilled (the vesting period). The cumulative expense
recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the
vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.
The expense or credit in the statement of comprehensive income for a period represents the movement in cumulative
expense recognised as at the beginning and end of the period.
Service is not taken into account when determining the grant date fair value of awards, but the likelihood of the condition
being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest.
Market performance conditions are reflected within the grant date fair value.
No expense is recognised for awards that do not ultimately vest because service conditions have not been met. When
the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the
unmodified award, provided that the original terms of the award are met. An additional expense, measured as at the
date of modification, is recognised for any modification that increases the total fair value of the share-based payment
transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty,
any remaining element of the fair value of the award is expensed immediately through profit or loss.
9.13. Investment in subsidiaries
The Company has the following wholly owned subsidiaries:
- Avon Loop Developments Limited
- Ayrburn Precinct Limited
- Ayrburn Wines Limited
- Beaches Developments Limited
- Bridesdale Farm Developments Limited
-
Fr
ancis Street Developments Pty Limited
-
Lak
es Edge Developments Limited
-
Lak
eside Developments Limited
-
Lak
eside Residential Limited
- Launch Bay Townhouses Limited
- Longreach Developments Limited
- Marlborough Precinct Holdings Limited
- Marlborough Precinct Residential Limited
-
Northbr
ook Launch Bay Limited
-
Northbr
ook Arrowtown Limited
-
Northbr
ook Avon Loop Limited
-
Northbr
ook Retirement Villages Limited
-
Northbr
ook Wanaka Limited
-
Northbr
ook Wynyard Limited
- Northlake Apartments Limited
-
Northlak
e Developments Limited
-
Northlak
e Investments Limited
- Northlake Residential Limited
- Northlake Townhouses Limited
- Parnell Developments Limited
- Pier 1 Holdings Limited
- Pier 1 Operating Limited
-
Riv
er Terrace Developments Limited
- River Terrace Residential Limited
-
Sunfield De
velopments Limited
-
W
aterfall Park Developments Limited
-
W
inton Advisory Limited
-
W
inton Capital Limited
- Winton Fund Limited
- Winton Fund No.2 Limited
- Winton Group Holdings Limited
-
W
inton Partners Bellbird Pty Limited
-
W
inton Property Investments Limited
-
W
ynyard Developments Limited
52
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
9.14. Capital and land development commitments
As at 30 June 2022, the Group had entered into contractual commitments for development expenditure and
purchase of land. Development expenditure represents amounts contracted and forecast to be incurred in future
years in accordance with the Group’s development programme. Land purchases represent the amounts outstanding
for the purchase of land.
All VALUES IN $000'S20222021
Development expenditure 119,332 52,905
Land purchases
146,200 70,000
Total capital and land development committments
265,532 122,905
9.15. Significant events after balance sheet date
On 24 August 2022, the Board of Directors of the Company approved the payment of a net dividend of 1.07000000
cents per share to be paid on 14 September 2022. The gross dividend (1.48611100 cents per share) carries imputation
credits of 0.41611100 cents per share. The payment of this dividend will not have any tax consequences for the
Group and no liability has been recognised in the Consolidated Statement of Financial Position as at 30 June 2022
in respect of this dividend.
On 18 August 2022 the Company entered into documentation to establish a new partnership with MaxCap New
Zealand Limited (MaxCap). The partnership is a $200m equity investment vehicle that will focus on the acquisition
and construction of townhouses and apartment developments throughout New Zealand. The establishment remains
subject to MaxCap obtaining any consents required under the Overseas Investment Act 2005.
After balance date the Group has settled the two acquisitions in Wynyard, Auckland with total purchase price of
$93,750,000 and contracted to acquire land in Auckland for $18,000,000.
WINTON LAND LIMITED ANNUAL REPORT 202253
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
10. Comparison to prospective financial statements
On 1 December 2021 the Group issued a Product Disclosure Statement (PDS) in respect of the IPO. The following
provides an explanation of the variances between the prospective financial information contained within the PDS
and the actual financial position at 30 June 2022.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2022
All VALUES IN $000'S
ACTUAL
2022
UNAUDITED
PDS 2022*
Revenue 159,523 158,000
Cost of sales (87,096) (87,500)
Gross profit 72,427 70,500
Other income 2,136 1,000
Selling expenses (9,418) (9,700)
Property expenses (610) (600)
Administrative expenses (12,996) (10,900)
Share-based payment expense (592) (900)
Offer costs (5,981) (6,600)
Earnings before interest, taxation and depreciation (EBITDA) 44,966 42,800
Depreciation (718) (600)
Earnings before interest and taxation (EBIT) 44,248 42,200
Interest income 2,190 1,600
Interest expense and bank fees (1,820) (1,600)
Profit before income tax 44,618 42,200
Income tax expense
Current taxation (4,455) (10,900)
Deferred taxation (8,506) (1,600)
Total income tax expense (12,961) (12,500)
Profit after income tax 31,657 29,700
Items that may be reclassified to profit or loss:
Movement in currency translation reserve 314-
Total comprehensive income after income tax attributable to the shareholders of the Company31,97129,700
Basic earnings per share (cents) 12.56 10.49
Diluted earnings per share (cents) 12.28 10.10
Explanation of Variances
The key variances to the PDS were:
- Higher income due to a higher number of units settled.
- Higher administrative expenses due to higher legal fees.
- Lower current taxation expense / higher deferred taxation expense due to IRD binding ruling.
* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial
statement format.
54
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
10. Comparison to prospective financial statements (Continued)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2022
All VALUES IN $000'S
ACTUAL
2022
UNAUDITED
PDS 2022*
Balance as at 1 July 2021 83,795 83,800
Total comprehensive income 31,971 29,700
Proceeds from primary issuance 350,000 300,000
Offer costs capitalised to equity (15,433) (15,728)
Employee share bonus 2,928 2,928
Share-based payment expense 829 900
Balance as at 30 June 2022 454,090 401,600
Explanation of Variances
The key variances to the PDS were:
- Higher equity share capital due to raising more proceeds from primary issuance than forecast.
- Higher r
etained earnings due to higher earnings than forecast.
* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial
statement format.
WINTON LAND LIMITED ANNUAL REPORT 202255
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
10. Comparison to prospective financial statements (Continued)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
All VALUES IN $000'S
ACTUAL
2022
UNAUDITED
PDS 2022*
CURRENT ASSETS
Cash and cash equivalents 204,824 163,300
Restricted cash 810 800
Accounts receivable, prepayments and other receivables 4,924 3,100
Inventories 95,615 125,500
Total current assets 306,173 292,700
NON-CURRENT ASSETS
Restricted cash - -
Inventories 86,254 135,200
Deposits paid on investment property acquisitions 7,198 -
Investment properties 80,498 25,200
Property, plant and equipment 16,064 2,500
Right-of-use asset 562 500
Intangible assets 123 100
Total non-current assets 190,699 163,500
Total assets 496,872 456,200
CURRENT LIABILITIES
Accounts payable, accruals and other payables 24,872 33,000
Taxation payable 7,986 10,800
Total current liabilities 32,858 43,800
NON-CURRENT LIABILITIES
Borrowings - -
Lease liability 323 500
Contract liability - 7,200
Deferred tax liabilities 9,601 2,700
Long term deposits - 400
Total non-current liabilities 9,924 10,800
Total liabilities 42,782 54,600
Net assets 454,090 401,600
EQUITY
Share capital 386,595 336,300
Foreign currency translation reserve 318 -
Share-based payment reserve 829 900
Retained earnings 66,348 64,400
Total equity 454,090 401,600
Explanation of Variances
The key variances to the PDS were:
- Higher cash due to raising more proceeds from primary issuance than forecast.
- Lower inventories due to transfers to investment properties and property, plant and equipment.
- Lower contract liability due to contract completing early.
- Higher deferred tax liabilities due to IRD binding ruling.
* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial
statement format.
56
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022
10. Comparison to prospective financial statements (Continued)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2022
All VALUES IN $000'S
ACTUAL
2022
UNAUDITED
PDS 2022*
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 157,872 162,200
Interest received 2,190 1,600
Net GST paid (63) (800)
Payments to suppliers and employees (132,386) (170,600)
Purchase of development land (4,000) -
Deposits paid on unconditional contracts for land (13,477) (12,400)
Interest and other finance costs paid (7,514) (7,200)
Income tax paid (11,548) (15,100)
Net cash flows from operating activities (8,926) (42,300)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of land for investment properties (36,418) -
Deposits paid on unconditional contracts for land for investment properties (7,198) (7,800)
Payments to suppliers and employees for investment properties (15,129) (14,100)
Acquisition of property, plant and equipment (7,156) (300)
Net cash flows from investing activities (65,901) (22,200)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from primary issuance 350,000 300,000
Payment of offer costs (18,486) (17,600)
Release of restricted cash 43,109 40,400
Repayment of MMLIC facility (130,000) (130,000)
Repayment of related party loans receivables 2 -
Net cash flows from financing activities 244,625 192,800
Net increase in cash and cash equivalents 169,798 128,300
Cash and cash equivalents at beginning of year 35,026 35,000
Cash and cash equivalents at end of year 204,824 163,300
Explanation of Variances
The key variances to the PDS were:
- Higher cash due to raising more proceeds from primary issuance than forecast.
- Less cash spent on operating activities due to transfer of assets to investing activities.
- More cash spent on investing activities due to transfers from inventories and earlier settlement of investment properties.
* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial
statement format.
© 2022 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. All rights reserved.
57
Independent Auditor’s Report
To the shareholders of Winton Land Limited
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the consolidated financial
statements of Winton Land Limited (the ’company’)
and its subsidiaries (the 'group') o n pages 30 to 56:
i. present fairly in all material respects the Group’s
financial position as at 30 June 2022 and its
financial performance and cash flows for the
year ended on that date in accordance with New
Zealand Equivalents to International Financial
Reporting Standards and International Financial
Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
— the consolidated statement of financial position
as at 30 June 2022;
— the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
— notes, including a summary of significant
accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ ISAs (NZ)’) . We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to tax and advisory services, including
investigating accountant services. Subject to certain restrictions, partners and employees of our firm may also
deal with the group on normal terms within the ordinary course of trading activities of the business of the group.
These matters have not impaired our independence as auditor of the group. The firm has no other relationship
with, or interest in, the group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial
statements as a whole was set at $3.6 million determined with reference to a benchmark of group total assets.
We chose the benchmark because, in our view, this is a key measure of the group’s performance.
57
58
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements in the current period. We summarise below those matters and our key
audit procedures to address those matters in order that the shareholders as a body may better understand the
process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely
for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not
express discrete opinions on separate elements of the consolidated financial statements.
The key audit matter How the matter was addressed in our audit
Capitalisation and allocation of property costs
Refer to notes 4 and 5 of the consolidated financial
statements.
The Group’s development properties (inventories) of
$181.9m comprise land and costs incurred to develop
land into subdivisions and individual properties for sale.
The Group’s investment properties (including deposits)
of $87.7m comprise land and costs incurred to design
and construct retirement villages that will be operated
by the Group.
We define Property Costs as capitalised development
and investment property costs together.
Determining whether to capitalise or expense costs
relating to development properties and investment
properties is subjective as it depends whether the
costs are eligible for capitalisation under NZ IAS 2
Inventories (for development property) and NZ IAS 40
Investment Properties (for investment property)
criteria. In addition, there is significant judgement in
determining how to allocate the costs to individual
properties.
We performed the following procedures to address
the risk:
- Tested the appropriateness of controls
around the capitalisation of property costs.
- Reviewed the nature of property costs
capitalised to ensure they were eligible for
capitalisation under NZ IAS 2 Inventories (for
development property) and NZ IAS 40
Investment Properties (for investment
property) criteria.
- Vouched a sample of capitalised property
costs to invoice and supporting
documentation.
- Agreed significant land acquisitions to
purchase agreements and ensured title
transferred before the balance date.
- Evaluated the property cost allocation
method and forecast costs.
- Performed analytical procedures over
development property costs of sales by
development to identify outliers in margin
allocated within the same or similar
developments as well as between periods.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Other information includes the Letter from the Chair and CEO, operational and business updates,
financial commentary, and disclosures relating to corporate governance. Our opinion on the consolidated
financial statements does not cover any other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
58
59
Use of this independent auditor’s r eport
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
independent 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 shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of the Directors for the consolidated financial
statements
The Directors, on behalf of the company, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards) and International Financial Reporting Standards;
— implementing necessary internal control to enable the preparation of a consolidated set of financial
statements that is fairly presented and free from material misstatement, whether due to fraud or error; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error; and
— to issue an independent 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 will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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
consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Jason Doherty.
For and on behalf of
KPMG
Auckland
24 August 2022
59
60
LAUREN CHRISTIE
GM QUEENSTOWN
GEORGE WATTS
SENIOR DESIGN
MANAGER
BEACHES
MATARANGI
WINTON LAND LIMITED ANNUAL REPORT 202261
Corporate
Governance
GEORGE WATTS
SENIOR DESIGN
MANAGER
62
Corporate Governance
COMPANY INFORMATION
Winton is a limited liability company incorporated under the Companies Act 1993. The Company listed on the NZX Main Board
(NZX code: WIN) and the ASX (Foreign Exempt Listing) (ASX code: WTN) in December 2021. The Board currently comprises
eight directors.
A c
opy of the Company’s constitution and more detailed information on the Board and Winton’s senior management team is
available at Winton’s Website.
CORPORATE GOVERNANCE
The Board is committed to strong governance and accountability. The Company fosters a culture of transparency for the benefit of its
shareholders and other stakeholders. To demonstrate its commitment to high quality corporate governance, the Board has adopted
the principles in the NZX Corporate Governance Code dated 10 December 2020 (NZX Code). The NZX Code – Key Principles section
below lists those principles and discloses the extent to which Winton has followed the recommendations in the NZX Code.
In the Board’s opinion, as at 30 June 2022, the Company complies with the NZX Listing Rules and the NZX Code other than
Recommendations 2.8 and 2.9 as explained below.
The Code of Ethics, policies and charters referenced in the NZX Code – Key Principles section below, together with other policies
and charters (the Company Policies), are available on Winton’s Website and are available to all directors, employees, and
contractors at Winton. Copies of, and training on, the Company Policies is provided to all directors and employees as part of their
induction process, and updates and refresher discussions are scheduled regularly.
NZX CODE – KEY PRINCIPLES
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.”
Winton maintains high standards of ethical conduct and requires its people to behave honesty and with integrity, in a manner
consistent with Winton’s values and the Company Policies. These include the following:
Code of EthicsThe Code of Ethics has been communicated to all its directors, employees and contractors and
they are all subject to its standards and procedures. The Code of Ethics is not an exhaustive list
of acceptable and non-acceptable behaviour at Winton, rather it contains guiding principles and
reflects Winton’s values as a company.
The reporting of breaches of the Code of Ethics is encouraged and the steps for doing so are set
out in Winton’s Risk Management and Whistleblowing Policy. Any breaches are required to be
addressed promptly and consistently and handled by Winton as set out in the Code of Ethics.
Securities Trading PolicyThe Securities Trading Policy sets out the guidelines to, and express restrictions on, trading in
Winton’s financial products.
The Securities Trading Policy provides transparency about expectations and requirements of
directors, employees and contractors when dealing with Winton shares and places additional
restrictions on certain “restricted persons” and prohibitions during prescribed blackout periods.
Prior written consent of the General Counsel (or CEO in the case of a request by the General
Counsel or CFO) is required to trade, and persons must otherwise act in compliance with laws.
Diversity and Inclusion PolicyThe Diversity and Inclusion Policy sets out the Company’s guiding principles for diversity and
inclusion in the business. Refer to Principle 2 below for further details.
Risk Management and
Whistleblowing Policy
The Risk Management and Whistleblowing Policy sets out the commitment of the Company
to the sound and effective management of risks that are material to the achievement of
its strategic objectives. This policy is also intended to encourage directors, employees and
contractors to speak out if they see any behaviour that does not fit with the Company’s values
of integrity and honesty.
Environment and Corporate
Responsibility Policy
The Environment and Corporate Responsibility Policy is a policy designed to ensure that the
actions of the Company support the vision to create long-term value for Winton and others.
WINTON LAND LIMITED ANNUAL REPORT 202263
Principle 2 – Board Composition and Performance
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
Role of the Board
The Board is elected by its shareholders to provide overall strategic direction to the Company and to protect and enhance the
value of the assets of Winton for the benefit of its shareholders. The Board is responsible for the management of the business and
affairs of Winton and delegated the day-to-day leadership and management of the business to the CEO.
The Board operates under a written Board Charter, which sets out the role, responsibilities, composition, structure, and approach of
the Board and management. The Board acknowledges that Recommendation 2.9 of the NZX Code sets out that the Board should
have an independent Chair, and that the roles of Chair and CEO should be separated. At present, Chris Meehan is both the CEO
and the Board Chair. Winton believes that this is appropriate given Chris Meehan’s expertise and significant background with the
Company as one of its founders.
Delegation of Authority
In addition to the CEO’s day-to-day leadership and management of the business, the CEO and management have levels of
authority approved by the Board. In turn, the CEO and management can sub-delegate authority to direct reports in appropriate
circumstances. This structure is documented in the Delegated Authority Policy.
Directors and Board Composition
The Board currently comprises, and at 30 June 2022 comprised, eight directors as follows:
DIRECTORTYPE OF DIRECTORSHIPAPPOINTMENT DATE
CHRIS MEEHAN (CHAIR)
Executive Director19 June 2017
MICHAELA MEEHAN
Non-executive Director19 June 2017
DAVID LIPTAK
Non-executive Director7 July 2017
JULIAN COOK
Executive Director13 September 2021
ANNA MOLLOY
Independent Director24 September 2021
GLEN TUPUHI
Independent Director24 September 2021
JAMES KEMP
1
Non-executive Director21 February 2022
J
ELTE BAKKER
1
(ALTERNATE FOR JAMES KEMP)
Non-executive Director21 February 2022
1. James Kemp and Jelte Bakker will stand for re-election at Winton’s FY22 annual shareholders’ meeting.
Corporate Governance continued
64
Member
Meetings held
Meetings attended
Member
Meetings held
Meetings attended
Member
Meetings held
Meetings attended
Corporate Governance continued
Directors and Board Composition continued
Directors are chosen on the basis of a mix of skills, knowledge and experience. The right blend of leadership and experience,
combined with diversity of perspective, is critical to enabling the Board to create value for Winton’s shareholders over the long term.
A summary of the key skills and experience held across the Board as at 30 June 2022 is summarised below:
SKILL / EXPERIENCE
PROPERTY, PLANNING, CONSTRUCTION
RETIREMENT VILLAGE DEVELOPMENT AND / OR OPERATION
STRATEGY
FINANCE / ACCOUNTING
GOVERNANCE
PEOPLE & CULTURE
HEALTH & SAFETY
IWI / STAKEHOLDER RELATIONS
High Competence Practical / Direct Experience Some Experience
Directors are encouraged to hold shares in the Company to align their interests with the interests of shareholders. Six of the eight
current Directors own shares (either directly or through a related entity or trust), and those relevant interests are included under
the heading “Directors’ Dealings and Relevant Interests” in Principle 4 below. The remaining two Directors are appointed (subject
to re-election at Winton’s 2022 Annual Shareholders’ Meeting) in their capacity as representatives of a Substantial Product Holder.
Between its listing on the NZX Main Board on 17 December 2021 and the Company’s financial year-end on 30 June 2022, meeting
attendance for the Directors is as follows:
BOARDAUDIT AND
FINANCIAL RISK
NOMINATION AND
REMUNERATION
DIRECTOR
CHRIS MEEHAN (CHAIR)
•22•11
MICHAELA MEEHAN
•22
DAVID LIPTAK
•22•22
JULIAN COOK
•22
ANNA MOLLOY
•22•22•11
GLEN TUPUHI
•22•22•11
JAMES KEMP
•22
J
ELTE BAKKER
(ALTERNATE FOR JAMES KEMP)
•22
WINTON LAND LIMITED ANNUAL REPORT 202265
Corporate Governance continued
Director Training
At the time of appointment, directors receive a comprehensive induction from the business to familiarise themselves with Winton’s
management and operations. New directors are appropriately introduced to Winton’s management and business and receive all
papers and documents (including Company Policies) to enable them to provide value in their role on the Board. Regular site visits
are provided for directors, both new and existing.
Directors of the Board are expected to maintain appropriate levels of financial, legal and industry understanding, and are
encouraged to take responsibility for their own professional development. Each Director is also aware that they should seek
independent advice in respect of their role as a Director, should the need arise.
Board Performance
The Board has committed to critically evaluate its own performance and the performance of individual Directors on a regular basis.
The Nomination and Remuneration Committee is tasked with making recommendations to the Board to ensure that adequate
procedures are in place to review the performance of the Board as a whole, its committees and the contributions of each Director.
Independence
The Board currently comprises eight director positions, including one alternate director. For the purposes of the NZX Listing Rules,
the Board has determined that, as at 30 June 2022, two Directors are independent directors, being Anna Molloy and Glen Tupuhi.
In determining independence of Directors, the Board considers not only the factors expressly set out in Recommendation 2.4 of
the NZX Code, but also carefully assesses whether a Director’s interest, position, association or relationship might interfere, or be
seen to interfere, with that Director’s capacity to bring an independent judgment to bear on issues before the Board. The Board
assesses the independence of each Director on their appointment, and will continue to do so at least annually thereafter. The
Board acknowledges that Recommendation 2.8 of the NZX Code sets out that the Board should be comprised of a majority of
independent Directors. In its capacity as a recently listed company, the Directors appointed to date represent existing shareholders
and the Substantial Product Holders. The composition of the Board, and the appropriate governance structure for the Company,
will be monitored over time.
Diversity and Inclusion
Winton, and the Board, is committed to ensuring an environment where its people enjoy their roles, their interaction with other
employees, contractors and customers and working towards the success of the business. Winton is committed to creating an open
workplace where every team member is welcomed, supported and inspired, and where diversity is celebrated.
The principles of Winton’s Diversity and Inclusion Policy include encouraging diversity of all types throughout the workforce at all
levels, creating a flexible and inclusive work environment, ensuring the behaviour of its leaders reflect our values, attracting and
retaining talented people and ensuring that its people feel safe. The Board considers that Winton has adhered to these principles
and its Diversity and Inclusion Policy.
The Board recognises that gender is one important and commonly reported measure of diversity. The gender composition at
Winton as at 30 June 2022 is set out in the table below:
DIRECTORS
1
SENIOR MANAGEMENT
2
EMPLOYEES
1
MaleFemaleMaleFemaleMaleFemale
62322312
1. Where an individual is an executive director on the Board, and is also an employee, they are counted twice.
2. Senior management team members are also included in Employee statistics.
Interests Register
The Company maintains an Interests Register, together with separate Interests Registers for each subsidiary company. Any Director
who is interested in a transaction with the Company (or a subsidiary) is required to immediately disclose to the Board the nature,
monetary value and extent of that interest and will not be entitled to vote in respect of such transaction (other than a transaction
where all Directors are required to sign a certificate in accordance with the Companies Act 1993).
66
Corporate Governance continued
Interests Register continued
The Directors have declared interests in the entities listed in the table below:
DIRECTORCOMPANY / ORGANISATIONPOSITION HELD
1
CHRIS MEEHAN
Korama Limited
Speargrass Holdings Limited
W
oodside 45 Limited
Director and Shareholder
Director and Shareholder
Director
MICHAELA MEEHAN
Korama Limited
Speargrass Holdings Limited
Director
Director
DAVID LIPTAK
Wanaka Partners, LLC Beneficial Owner
JULIAN COOK
SkyCity Entertainment Group Limited
WEL Networks Limited
Motutapu Investments Limited
Deakin TopCo Pty Limited
Director
Director
Director
Director
ANNA MOLLOY
ANZ New Zealand Investments Limited
Channel Infrastructure NZ Limited
Director
Director
GLEN TUPUHI
Toi Consulting LimitedDirector
JAMES KEMP
Macquarie Real Estate Investment Holding (Australia) Pty Limited
Macquarie Real Estate Management (Australia) Limited
TC Akarua 1 Pty Limited
TC Akarua 2 Pty Limited
Director
Director
Director
Director
JELTE BAKKER
Macquarie Real Estate Investment Holding (Australia) Pty Limited
Macquarie Real Estate Management (Australia) Limited
TC Akarua 1 Pty Limited
TC Akarua 2 Pty Limited
Director
Director
Director
Director
1. Entries added during the period from 1 July 2021 to 30 June 2022. No entries were removed by notices given by the directors during the year ended 30 June 2022.
During the year, the Board authorised the renewal of the Directors’ and Officers’ insurance cover as at 1 October 2021 for a
period of 12 months and has certified, in terms of section 162 of the Companies Act 1993, that this cover is fair to the Company.
As permitted by the Company’s constitution and the Companies Act 1993, the Company has also executed a deed indemnifying
its Directors against potential liabilities and costs they may incur for acts or omissions in their capacity as Directors of the
Company and its subsidiaries.
WINTON LAND LIMITED ANNUAL REPORT 202267
Corporate Governance continued
Subsidiary Company Directors
As at 30 June 2022, Winton had 37 subsidiary companies.
Chris Meehan and Michaela Meehan are directors of the following 22 subsidiaries: Beaches Developments Limited, Bridesdale Farm
Developments Limited, Lakes Edge Developments Limited, Lakeside Developments 2017 Limited, Lakeside Residential Limited,
Longreach Developments Limited, Marlborough Precinct Holdings Limited, Marlborough Precinct Residential Limited, Northbrook
Launch Bay Limited, Northbrook Retirement Villages Limited, Northbrook Wanaka Limited, Northlake Developments Limited,
Northlake Investments Limited, Northlake Residential Limited, Northlake Townhouses Limited, River Terrace Developments Limited,
River Terrace Residential Limited, Waterfall Park Developments Limited, Winton Advisory Limited, Winton Capital Limited, Winton
Group Holdings Limited and Winton Property Investments Limited.
Chris Meehan and Iain Murray are directors of Francis Street Developments Pty Limited and Winton Partners Bellbird Pty Limited.
Chris Meehan is the sole director of the following 15 subsidiaries: Avon Loop Developments Limited, Ayrburn Precinct Limited,
Ayrburn Wines Limited, Launch Bay Townhouses Limited, Northbrook Arrowtown Limited, Northbrook Avon Loop Limited,
Northbrook Wynyard Limited, Northlake Apartments Limited, Parnell Developments Limited, Pier 1 Holdings Limited, Pier 1 Operating
Limited, Sunfield Developments Limited, Winton Fund Limited, Winton Fund No.2 Limited and Wynyard Developments Limited.
Directors of the Company’s subsidiaries do not receive any remuneration or other benefits in respect of their appointments, other
than Iain Murray who receives an annual fee of AUD$15,000 for corporate secretarial services to the Australian subsidiaries.
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 two standing committees, being the Audit and Financial Risk Committee and the Nomination and Remuneration
Committee, as detailed below. The Board has concluded that it is not necessary at this time to establish any other standing
committees, but may consider additional committees as it matures as a listed company.
Audit and Financial Risk Committee
Membership: Anna Molloy (Chair), David Liptak, Glen Tupuhi
Winton has an Audit and Financial Risk Committee that operates under its own written charter, which is available on Winton’s
Website. The Audit and Financial Risk Committee is currently chaired by Anna Molloy, who has a background in financial services.
The membership of this committee is solely non-executive directors, with a majority of the members being independent.
The Audit and Financial Risk Committee takes responsibility to ensure the quality and integrity of external financial reporting
including the accuracy, completeness, and timeliness of financial statements. The committee is committed to providing balanced,
clear, and objective financial reporting. It reviews financial statements and makes recommendations to the Board concerning
accounting policies, areas of judgment, compliance with accounting standards, stock exchange and legal requirements, and the
results of the external audit.
The Audit and Financial Risk Committee may, in its discretion, invite Winton’s external auditors and other directors and members of
senior management, as appropriate, to attend committee meetings.
Nomination and Remuneration Committee
Membership: Anna Molloy (Chair), Glen Tupuhi, Chris Meehan
Winton has a combined Nomination and Remuneration Committee that operates under its own written charter. The majority of the
members of this committee are independent. Since Chris Meehan is also the CEO, he declares conflicts of interest and stands down
from decisions relating to his own performance and remuneration.
The primary responsibilities of the Nomination and Remuneration Committee include to identify and make recommendations to the
Board in respect of director nominations (including casual vacancies and composition of committees), to review and recommend
to the Board appropriate remuneration of the Directors for consideration by shareholders, and to review and approve annually
the remuneration strategy for Winton, including specific responsibilities in relation to the CEO and his direct reports. Senior
management is only invited to attend meetings of the Nomination and Remuneration Committee at the invitation of the committee.
The Company enters into written agreements with each of its new directors establishing the terms and conditions of
their appointment, including their duties, term of appointment (subject to shareholder approval), expectations of the role
and remuneration.
68
Corporate Governance continued
Principle 4 – Reporting & Disclosure
“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.”
C
ontinuous disclosure
Winton is committed to promoting shareholder confidence through effective communication with the NZX, the ASX, the
Company’s shareholders, investors, analysts, media and other interested parties, and providing those parties with equal and timely
access to material information. The Board, and management, carefully consider such information to ensure it is precise, balanced
and consistent. Winton’s Continuous Disclosure Policy applies to ensure that all relevant stakeholders have appropriate and timely
access to relevant information, be it positive or negative.
Other Governance Documentation
The Company Policies, annual and interim reports, Company announcements and other relevant material is available on
Winton’s Website.
Reporting
Winton’s half-year and audited full-year financial statements are prepared in accordance with the relevant financial reporting
standards and applicable legislation. The audited full-year financial statements for FY22 are included in this report.
Non-financial information is included throughout this report, including in relation to Winton’s communities and projects and the
Company’s general environmental and social sustainability factors and practices.
Directors’ Dealings and Relevant Interests
The details of the Directors’ dealings in the Company’s financial products as at 30 June 2022 are set out in the table below:
DIRECTORNO. OF SHARES ACQUIRED /
(DISPOSED)
CONSIDERATION PER SHAREDATE OF TRANSACTION
JULIAN COOK
1,286,339$3.887017 December 2021
ANNA MOLLOY
38,591$3.887017 December 2021
GLEN TUPUHI
12,870$3.887017 December 2021
The details of the Directors’ relevant interests in the Company’s financial products for the year ended 30 June 2022 are set out in
the table below:
DIRECTORNATURE OF RELEVANT INTERESTNO. OF SHARES
CHRIS MEEHAN (CHAIR)
Beneficial162,593,000
MICHAELA MEEHAN
Beneficial162,593,000
DAVID LIPTAK
Beneficial28,683,000
JULIAN COOK
Beneficial1,286,339
ANNA MOLLOY
Beneficial38,591
GLEN TUPUHI
Beneficial12,870
Note that while James Kemp and Jelte Bakker are appointed to the Board in their capacity as representatives of substantial
product holder, TC Akarua 2 Pty Limited (as trustee of the TC Akarua Sub Trust), they do not hold a personal relevant interest
in those shares.
WINTON LAND LIMITED ANNUAL REPORT 202269
Corporate Governance continued
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Directors’ Remuneration
The current director fee pool is $600,000 per annum, which was approved by the shareholders on 1 December 2021. In addition,
directors are reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection with their
role as a Director.
Winton’s strategy is to attract and retain high performing directors with the appropriate skills and experience to provide diversity
of thought and benefit to the Company. On that basis, it is important that the Directors are appropriately remunerated. The current
Directors’ fees comprise an annual fee of $60,000 per annum (other than the Board Chair fee which is $100,000 per annum) and
an annual fee for $15,000 to the chair of any Board committee.
Other than as set out in this report, the Company has not provided any other benefits to a Director for services as a director in any
other capacity, nor has the Company made any loans to a Director, or guaranteed any debts incurred by a Director since its listing
on 17 December 2021.
The remuneration paid to Directors of the Company during FY22 is as follows:
DIRECTORROLEDIRECTOR FEES PAID IN FY22
CHRIS MEEHAN
Board Chair
Executive Director
$29,452
$42,877
ANNA MOLLOY
1
Audit and Financial Risk Committee (Chair)
Nomination and Remuneration Committee (Chair)
Independent Director
$15,425
$9
,255
$41,671
MICHAELA MEEHAN
Non-executive Director$42,877
DAVID LIPTAK
Non-executive Director$42,877
JULIAN COOK
2
Executive Director$42,877
GLEN TUPUHI
1
Independent Director$41,671
JAMES KEMP
3
Non-executive Director-
J
ELTE BAKKER
3
Non-executive Director-
1. Anna Molloy and Glen Tupuhi were appointed to the Board on 24 September 2021.
2. Julian Cook was appointed to the Board on 13 September 2021.
3. James Kemp and Jelte Bakker were appointed to the Board on 21 February 2022.
Remuneration Policy
The Board supports a remuneration strategy that is competitive in the market, taking into account the complexity of the business
itself, and also having regard to the scale of, and high performance expected, within each role.
The Nomination and Remuneration Committee will consider benchmarked executive remuneration data as appropriate, with
remuneration of the CEO and other members of the senior management team including a mix of fixed and variable components,
always having regard to alignment of shareholder interests. Together with the fixed base salary (including any KiwiSaver
contributions, carparking, etc), remuneration also comprises variable components such as discretionary bonuses, and eligibility for
the LTI Plan (described in more detail below).
LTI Plan
As set out in the Product Disclosure Statement, the Company has implemented a long-term incentive plan (the LTI Plan) for
employees, to incentivise and retain those employees. Under the LTI Plan, participants are granted options to vest at year 4, year
7 and year 10, and will not be required to pay for such options. Each option will give the participant the right to acquire one Share,
subject to the participant remaining employed at the relevant vesting date, at the Issue Price (as defined). The exercise price will
not be adjusted for any dividends paid by Winton.
70
Corporate Governance continued
LTI Plan continued
Every employee of Winton as at the date of listing was included in the LTI Plan, and all subsequent employees are eligible to
participate in that LTI Plan after 12 months of continuous service.
In addition to the general employee LTI Plan (referred to below), a grant of options has been made to Julian Cook. Mr Cook will
not be required to pay for such options. Each option will give Mr Cook the right to acquire one share at the vesting date (being
10 years from the date of issue), subject to Mr Cook remaining employed on the 4th anniversary of the date of issue of the
options, at the Issue Price (as defined). The exercise price will be adjusted for any dividends paid by Winton.
Chief Executive’s Remuneration
Chris Meehan’s remuneration as CEO for FY22 was $1,622,496.73. Mr Meehan did not receive any additional remuneration
(including any short term or long term incentives) during FY22 as CEO.
Employee’s Remuneration
Julain Cook’s remuneration as Director of Retirement for FY22 was $193,846.11. Mr Cook did not receive any additional
remuneration (including any short-term or long-term incentives
1
) during FY22 as Director of Retirement.
There were 20 employees of Winton, not being Directors, who received remuneration and other benefits in their capacity
as employees that exceeded $100,000 during FY22, and these are set out in brackets of $10,000 in the following table.
Remuneration is calculated as inclusive of salary and any discretionary bonuses received, together with the one-off bonus
satisfied by a Share Issue at the Issue Price (as set out in the Product Disclosure Statement).
AMOUNT OF REMUNERATION
1
CURRENT EMPLOYEES
$120,001 to $130,0002
$150,001 to $160,0002
$160,001 to $170,0002
$170,001 to $180,0001
$200,001 to $210,0002
$230,001 to $240,0001
$240,001 to $250,0001
$250,001 to $260,0001
$280,001 to $290,0001
$350,001 to $360,0001
$360,001 to $370,0001
$520,001 to $530,0001
$710,001 to $720,0001
$1,300,001 to $1,310,0001
$1,310,001 to $1,320,0001
$1,900,001 to $1,910,0001
1. Remuneration does not include the grant of any options under the LTI Plan, with such remuneration to be captured on vesting.
WINTON LAND LIMITED ANNUAL REPORT 202271
Corporate Governance continued
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 established a risk management framework which includes a list of material risks faced by Winton. The framework
is reviewed and updated as risks to the business evolve and change. The Board has set its risk tolerance appetite in pursuit of its
strategy and how it will manage them.
A new risk register has been created in 2022 which the Board uses to track strategic risks at Winton. This process included
invitation to all staff to consult and provide feedback to Winton. The nature of the risk treatment varies according to the nature
and severity of the risk. If the risks are material, they will be reported to the Board. Simultaneously, where such risks warrant the
need to make a disclosure to the market, Winton will apply relevant facts against the Continuous Disclosure Policy.
The Audit and Financial Risk Committee at Winton reviews and makes recommendations to the Board whether Winton’s processes
for managing financial risk are sufficient and any incident of fraud or other failure of internal controls. Non-financial risk and the
appropriateness of Winton’s insurance programme is reviewed and determined at a full Board level.
The CEO and other members of the senior management team review, update and take ownership of the day-to-day management
and operation of Winton’s risk management framework and associated policies and procedures.
Principal Business Risks and Key Strategies to Mitigate
Winton is currently focused on 11 principal business risks across its business. For the purposes of this report and Recommendation
6.1 of the NZX Code, a high-level description of these principal business risks is provided below:
AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO
MITIGATE RISK
PROPERTY MARKET RISK
Winton’s ability to achieve its forecasted sales
and/or forecasted sales prices within each of
its developments is dependent on the housing
market conditions in each of the areas in which
its developments are located.
Winton reviews economic and residential
property market conditions through research
and relationships with market participants.
R
eporting is provided to the Board regularly.
CONSTRUCTION AND
DEVELOPMENT RISK
Winton faces construction and property
development risks when developing
its communities and projects within its
communities. These risks include project delays
(consenting and construction), default risk,
governance and design risk, and potential labour
and materials shortages. There is also a risk
of supply chain cost inflation due to Covid-19
related shortages and delays.
Winton ensures expected returns from
developments adequately compensate Winton
for the level of risk undertaken before approval.
Through due diligence, Winton understands
the project risks by undertaking comprehensive
feasibility studies to determine the viability of the
proposed initiative or development and ensures
funding is in place.
Further, Winton establishes a procurement plan
including, procurement for long lead items,
and engages contractors early to mitigate cost
escalation or contractor default. Its construction
and development contracts have robust
provisions to ensure these risks are adequately
addressed and mitigated.
72
Corporate Governance continued
Principal Business Risks and Key Strategies to Mitigate continued
AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO
MITIGATE RISK
CORPORATE GOVERNANCE
AND GENERAL
COMPLIANCE RISK
Failure to comply with regulatory, societal and
investor expectations in relation to corporate
governance and environmental sustainability
could impact Winton’s reputation and financial
performance over the longer term.
Failure to comply with environmental laws,
resource consents and regulations which may
result in penalties and/or reputational damage.
Winton’s governance procedures are continually
monitored to ensure compliance. External
consultants and advisers are engaged as
appropriate. Winton also proactively engages
with regulators such as NZ RegCo and ASIC to
foster ongoing relationships and open dialogue.
Project developments are required to have
Environmental Management Plans in place and
are consistently monitored in accordance with
Resource Consent conditions.
FINANCIAL
PERFORMANCE RISK
The risk of financial performance not being
managed to expectations.
As noted under the “construction and
development risk”, Winton has a number of
provisions in place to control this risk, including
a delegation policy, an analytical review process,
forecasting, budgeting, and general proactive
management. Winton’s approach to on-sales
is conservative requiring purchasers to provide
personal guarantees as appropriate and ensuring
deposits are payable early.
RETIREMENT VILLAGE
OPERATIONAL RISK
Winton will need to develop and implement
new operational strategies to operate a
retirement village and aged care offering
under the Northbrook brand. This includes
hiring appropriate staff and establishing and
maintaining quality and service standards
consistent with market expectations.
Retirement villages will need to be developed
and constructed to high standards to achieve the
appropriate premium brand positioning.
Winton has retained Julian Cook, former CEO of
one of New Zealand’s largest retirement village
operators Summerset Group, as the Executive
Director of the Northbrook programme. Winton
also intends to retain expert external advisers to
advise on registration, statutory obligations and
ongoing compliance.
HEALTH, SAFETY AND
WELLBEING OF WINTON
EMPLOYEES, CONTRACTORS
AND STAKEHOLDERS
Risk of not having adequate procedures
in place to identify, manage and report on
the health, safety and wellbeing of Winton
employees, contractors and stakeholders, both
internally and externally.
Winton has a number of procedures in place to
ensure hazards are identified and its health and
safety obligations are met.
Winton records near misses and “opportunities
for improvement” at a corporate level as well as
through contractor reporting lines for any incidents
on site. These are minuted at regular site meetings
or advised directly to Winton if appropriate to
report outside of site meeting timing.
PCG reporting covers health and safety as a
standing item and independent audits are
also undertaken.
W
inton has recently engaged Construct Health
to undertake an “assurance review” of the
Company as a whole and will provide a report
on what matters are to be addressed to ensure
best practice.
WINTON LAND LIMITED ANNUAL REPORT 202273
Corporate Governance continued
Principal Business Risks and Key Strategies to Mitigate continued
AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO
MITIGATE RISK
TECHNOLOGY AND
CYBERSECURITY RISK
The risk of Winton’s systems or data becoming
compromised, for example due to a cyberattack
or an outage.
Winton’s systems are managed by qualified
third parties and appropriate cybersecurity
controls are in place.
STAFF RETENTION AND
CAPABILITY RISK
In a tight and highly competitive labour market,
Winton is at risk of staff shortages and loss of
institutional knowledge and experience. The risk
is our ability to recruit appropriate replacements
and the loss of knowledge and expertise.
Key areas within Winton’s senior management,
development and Northbrook teams will
continue to be monitored closely.
Winton also ensures a strong focus on team
engagement and enhancement and maintains
ongoing succession planning and retention
structures within the company.
Winton will continue to undertake regular
performance reviews of employees and directors
and benchmark remuneration packages with the
wider market.
CONSENTING RISK
Winton’s development activities typically require
it to achieve rezoning or resource consents
to allow development of its master planned
communities and projects to be undertaken.
There is a risk that Winton does not achieve the
rezoning or consents required, or the rezoning
or consents are granted on terms which are less
favourable than Winton originally anticipated.
Winton has strong relationships across local,
central governments and with tangāta whenua.
While the outcome of rezoning and consenting
decisions remains outside its direct control,
Winton has a proven track record of achieving
the necessary rezoning and consenting to
develop large-scale master planned communities.
LAND ACQUISITION RISK
Winton’s continued growth is dependent
on its ability to acquire attractive sites for
the development of new master planned
communities. The vendors of attractive sites may
choose to either not sell, sell to a competitor or
other third party, or sell at higher prices than
Winton would expect.
Winton continually evaluates potential new sites
and has a demonstrated record in origination
opportunities through various channels, including
direct approaches to landowners, public sale
processes, its network of long-term relationships
across New Zealand and inbound enquiry. Winton
has enshrined provisions in its constitution to
enable it to control shareholding to ensure it
does not become an “overseas person” under the
Overseas Investment Act 2005. This mitigates
the risk of many competitors.
CLIMATE CHANGE RISK
Over the longer term, Winton expects to operate
in a climate that will progressively depart from
the weather conditions and events currently
experienced, to more acute challenges and risks
arising from increasing climate variability. This is
likely to have various impacts on the longer-term
plans and operation of the Winton – specifically
in relation to the design, build and construction
of its Northbrook communities.
Winton will adopt the requirements under
the Task Force on Climate-Related Financial
Disclosures to disclose more detail on the risks
and opportunities for its business and how
different global warming scenarios would impact
its strategy in FY23.
74
Corporate Governance continued
Health and Safety
Winton has established an internal health and safety committee (with Board representation) to monitor and manage health
and safety risk within the organisation, including through its supplier relationships. Winton adopts a systematic approach to the
management of health and safety risks and has comprehensive health and safety documentation in place. The business encourages
active involvement by Directors, senior management, employees and contractors to participate in improving health and safety
within the organisation. As noted in the description of risks in this Principle 6 above, Winton ensures procedures are in place to
identify hazards and record near misses or any incidents at both a corporate level and through our contractors. No notifiable
events to WorkSafe NZ have occurred in respect of Winton’s employees and all of Winton’s contractors on each respective site are
required to fully report all notifiable incidents not only to WorkSafe NZ, but to Winton as part of their extensive contractual health
and safety obligations.
Winton has established an internal health and safety committee (with Board representation) to monitor and manage health and
safety risk within the organisation, including through its supplier relationships. This committee will also review and assess the
outcome of the assurance review currently being undertaken by Construct Health and will report findings and recommendations
to the Board.
Principle 7 – Auditors
“The Board should ensure the quality and independence of the external audit process.”
Audit
The Board is committed to ensure auditor independence is maintained, in accordance with strong governance practices and
regulatory requirements. The Company has adopted an Auditor Independence Policy that is administered by the Audit and
Financial Risk Committee.
The Auditor Independence Policy is a reflection of the Company’s belief that the quality of external auditing is critical for the
integrity of financial reporting, and provides an important protection for investors. The Policy addresses Recommendation 7.1 of
the NZX Code and includes procedures for communication with an auditor, approval of an external audit firm, the monitoring of
audit independence, the audit rotation requirements, the circumstances where it may be appropriate for an auditor to provide
non-audit services and the responsibilities of Winton (including in relation to the monitoring of audit performance, value and fees).
KPMG has been W
inton’s auditor since 27 August 2018, and the lead audit partner is Jason Doherty. Winton commenced an audit
tender for FY23 and the Board’s recommendation of Ernst & Young as the new auditor is subject to shareholder approval at
Winton’s 2022 Annual Shareholders’ Meeting.
KPMG, as the auditor of the FY22 financial statements, will be invited to attend this year’s Annual Shareholders’ Meeting.
Winton does not have a dedicated internal audit function. In addition to the robust external audit process, Winton’s process
to ensure internal compliance is through constant review, evaluation and improvement of the risk management process and
internal controls.
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.”
Investor Centre Website
Winton’s Website contains a comprehensive set of investor-related material and data, including market disclosures, media
releases, annual and interim reports, share-price information and copies of the Company Policies. It also contains details of
Directors and employees.
Shareholder Communication
Winton welcomes communication and feedback from shareholders. Winton’s Website provides contact details for shareholder
and investor relations queries, and includes dates and times of shareholder meetings and investor calls. Winton’s process
following each results announcement is to hold an investor call to present the results and to allow investors and other
stakeholders to ask questions.
Shareholders have the option of receiving their communications electronically, including by email, and are actively encouraged
to take up this option.
WINTON LAND LIMITED ANNUAL REPORT 202275
Corporate Governance continued
Notice of Annual Shareholders’ Meetings
The annual meeting of shareholders is anticipated to be run as a virtual-only meeting. It is expected to be held on Wednesday,
26 October 2022 at 11.00am (NZDT). The Notice of Meeting will be circulated at least 20 working days before the meeting and
will also be pos
ted on Winton’s Website.
In respect of voting rights, Winton shareholders have one vote per share they hold in Winton, and will have the right to vote on
material or related party transactions in accordance with the NZX Listing Rules.
OTHER DISCLOSURES
Donations
The Company made the following donations during 2022:
•
$10
,000 to the Papakura Marae to help with emergency food parcels for families and individuals in need during the
Covid-19 lockdown.
•
$9,200 to the Eden Rugby Club for sponsorship of the Men’s premier rugby team.
•
$2,
000 to Cure Kids to help fund child health research to help improve, extend and save the lives of Kiwi kids living
with serious illnesses and conditions.
No other member of the Gr
oup made donations in FY22.
Dividends
The following dividends have been paid by the Company in the past two financial years:
DATE PAIDCENTS PER SHARETOTAL PAID FY22
$000’S
TOTAL PAID FY21
$000’S
6 OCTOBER 2020
8.39381-17,276
23 MARCH 2021
0.76262-1,569
TOTAL DIVIDENDS PER STATEMENT OF CHANGES IN EQUITY
-18,845
NZX Waivers
The following waivers from the NZX Listing Rules were either granted and published by NZX within, or relied upon by the
Company during, FY22:
•
NZ RegCo approval under NZX Listing Rule 8.1.6 to include provisions in the Company’s constitution which allow the Board to
restrict the transfer of Winton’s securities to ‘overseas persons’ as defined in the Overseas Investment Act 2005 and to require
certain documentation and/or information in relation to a proposed transfer or transferee of Winton’s securities, and
• a waiver from NZX Listing Rule 8.1.5, to the extent that rule would otherwise prevent Winton from suspending the voting rights
attaching to securities in accordance with the process set out in the Company’s constitution.
The conditions to these approvals and waiver are that Winton is given a non-standard (NS) designation, in terms of its listing on
the NZX Main Board.
ASX Waivers
ASX also granted a waiver from ASX Listing Rules 8.10 to 8.11, to the extent necessary to permit Winton’s constitution to contain
the provisions outlined above that restrict certain transfers to “overseas persons” and suspect voting rights in relation to the same.
Disciplinary action taken by NZX, ASX or FMA during FY22
Nil.
76
Corporate Governance continued
INVESTOR STATISTICS
20 Largest Registered Shareholders as at 30 June 2022
RANKHOLDER NAMENO. OF SHARES% OF SHARES
1.
Korama Limited162,593,00054.82
2.
Perpetual Corporate Trust Limited
1
51,453,56417.35
3.
Wanaka Partners, LLC28,683,0009.67
4.
JWAJ Limited20,972,4187.07
5.
0to60 Nominee Limited5,145,3561.73
6.
Peter Karl Christopher Huljich & John Hamish Bonshaw Irving3,301,2691.11
7.
Christopher Peter Huljich & Constance Maria Huljich
& Elizabeth Ferguson Anne
2,96
7,2941.00
8.
HWM (NZ) Holdings Limited2,091,0250.70
9.
FNZ Custodians Limited1,907,4390.64
10.
Kiowa 2018 Corporate Trustee Company Limited1,286,3390.43
11.
Motutapu Investments Limited1,286,3390.43
12.
BNP Paribas Nominees NZ Limited - NZCSD994,2580.34
13.
HSBC Nominees (New Zealand) Limited - NZCSD882,8540.30
14.
Forsyth Barr Custodians Limited - Custody A/C869,0690.29
15.
Jason Timothy Kilgour & Vaughan Charles Atkin711,4050.24
16.
Leveraged Equities Finance Limited544,4160.18
1 7.
Colin Ian Crombie & Heather Joy Hallam514,5350.17
18.
Joseph Davenport & Shelley Davenport514,5350.17
19.
Forsyth Barr Custodians Limited - NRL Ail A/C483,0000.16
20.
Citibank Nominees (Nz) Ltd - NZCSD419,1000.14
TOTAL SHARES HELD BY TOP 20 SHAREHOLDERS
287,620,21596.94
Balance of Shares8,993,5213.06
TOTAL OF ISSUED SHARES
296,613,736100.00
1. Perpetual Corporate Trust Limited is the custodian for the TC Akarua Sub Trust. Macquarie Real Estate Management (Australia) is the manager of TC Akarua 2 Pty
Limited, who is the trustee of the TC Akarua Sub Trust.
Distribution of Shareholders
The distribution of the ordinary shares and registered shareholdings as at 30 June 2022 is set out in the following table:
ORDINARY SHARESNUMBER OF
SHAREHOLDERS
SHAREHOLDERS %NUMBER OF SHARESSHARE %
1 TO 1,000
8918.3549,021 0.02
1,001 TO 5,000
16834.64454,781 0.15
5,001 TO 10,000
7615.67597,433 0.20
10,001 TO 50,000
8918.352,060,564 0.69
50,001 TO 100,000
224.541,501,946 0.51
100,001 AND OVER
418.45291,949,991 98.43
TOTAL
485100.00296,613,736100.00
WINTON LAND LIMITED ANNUAL REPORT 202277
Corporate Governance continued
Geographical Spread of Shareholders
The geographical spread of the ordinary shares and registered shareholdings as at 30 June 2022 is set out in the following table:
ORDINARY SHARESNUMBER OF
SHAREHOLDERS
SHAREHOLDERS %NUMBER OF SHARESSHARE %
AUCKLAND & NORTHERN REGION
156 32.16198,792,434 67.0 2
WELLINGTON & CENTRAL DISTRICTS
89 18.355,238,303 1.77
NELSON, MARLBOROUGH & CHRISTCHURCH
66 13.61503,049 0.17
DUNEDIN & SOUTHLAND
39 8.041,829,342 0.62
HAMILTON & SURROUNDING DISTRICTS
67 13.811,081,483 0.36
OVERSEAS
68 14.0289,169,125 30.06
TOTAL
485 100.00296,613,736 100.00
Substantial Product Holders
In accordance with section 293 of the Financial Markets Conduct Act 2013, the following persons have provided notice as at
30 June 2022 that they were substantial product holders in the Company and held a relevant interest in the number of ordinary
shar
es as set out in the following table:
SUBSTANTIAL PRODUCT HOLDERDATE OF NOTICERELEVANT INTEREST
IN NUMBER OF
SHARES
% OF SHARES
HELD AT DATE OF
NOTICE
KORAMA LIMITED
17 December 2021162,593,00054.816
TC AKARUA SUB TRUST
17 December 202151,453,56417.347
WANAKA PARTNERS, LLC
17 December 202128,683,0009.670
JWAJ LIMITED
17 December 202120,972,4187.07 1
The total number of voting securities on issue as at 30 June 2022 was 296,613,736.
DIRECTORS’ STATEMENT
The Board is responsible for preparing the Annual Report. This report is dated 24 August 2022 and is signed on behalf of the Board
of Winton Land Limited by Chris Meehan, Chair and Anna Molloy, Director.
Chris Meehan
Chair
Anna Mollo
y
Director
78
Corporate Governance continued
GLOSSARY
ASIC means the Australian Securities and Investments Commission.
ASX means the Australian Stock Exchange.
Board means the Board of Directors of Winton Land Limited.
Director means a current director of the Board.
Northbrook means Winton’s luxury retirement brand.
NZ RegCo means NZX Regulation Limited.
NZX means the New Zealand Stock Exchange.
Product Disclosure Statement or PDS means the product disclosure statement issued by the Company and dated 1 December 2021.
Winton and/or Company means Winton Land Limited, and where applicable, includes all subsidiaries of Winton Land Limited.
Winton’s Website means www.winton.nz/investorcentre/.
WINTON LAND LIMITED ANNUAL REPORT 202279
Directory
Company
Winton Land Limited
NZCN 6310507
ARBN 655 601 568
Board of Directors
Chris Meehan, Chair
Michaela Meehan
David Liptak
Julian Cook
Anna Molloy
Glen Tupuhi
James Kemp
Jelte Bakker (alternate for James Kemp)
Senior Management Team
Chris Meehan, Chief Executive Officer
Simon Ash, Chief Operating Officer
Jean McMahon, Chief Financial Officer
Justine Hollows, General Manager Corporate Services
Julian Cook, Director of Retirement
Registered Office
New Zealand:
Level 4, 10 Viaduct Harbour Avenue
Auckland 1010
New Zealand
Australia:
c/- Mills Oakley
Level 7, 151 Clarence Street
Sydney, NSW 2000
Australia
Mailing Address and Contact Details
P O Box 105526
Auckland 1143
New Zealand
Telephone: +64 9 377 7003
Website: www.winton.nz
Auditor
KPMG
18 Viaduct Harbour Avenue
Auckland 1010
New Zealand
Legal Advisors
New Zealand:
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Australia:
Mills Oakley
Level 7, 151 Clarence Street
Sydney, NSW 2000
Australia
Share Registry
Winton’s share register is maintained by Link
Market Services Limited. Link is your first point of
contact for any queries regarding your investment
in Winton. You can view your investment, indicate
your preference for electronic communications,
access and update your details and view information
relating to dividends and transaction history at
any time by visiting the Link Investor Centre at the
addresses noted below.
Registry
New Zealand:
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Telephone: +64 9 375 5998
Email: enquiries@linkmarketservices.co.nz
Website: www.linkmarketservices.co.nz
Australia:
Link Market Services Limited
Level 12, 680 George Street
Sydney, NSW 2000
Australia
Telephone: +61 1300 554 474
Email: enquiries@linkmarketservices.com.au
Website: www.linkmarketservices.com.au
Investors
investors@winton.nz
80
RIVER TERRACE
CROMWELL
WINTON LAND LIMITED ANNUAL REPORT 202281
WINTON.NZ
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.