Marlin Global 2022 Annual Report
ANNUAL REPORT
30 JUNE
2022
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
2
03About Marlin
06Directors’ Overview
10Manager’s Report
18The STEEPP Process
20Marlin Portfolio Companies
28Board of Directors
29Corporate Governance Statement
37Directors’ Statement of Responsibility
38Financial Statements
57Independent Auditor’s Report
61Shareholder Information
62Statutory Information
65Directory
CONTENTS
Andy Coupe / Chair Carol Campbell / Director
This report is dated 12 September 2022 and is
signed on behalf of the Board of Marlin Global
Limited by Andy Coupe, Chair, and Carol
Campbell, Director.
CALENDAR
Next Dividend Payable
23 September 2022
Annual Shareholders’
Meeting, Ellerslie Event
Centre, Auckland 10:30am
4 November 2022
Interim Period End (1H23)
31 December 2022
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
3
ABOUT MARLIN GLOBAL
INVESTMENT OBJECTIVES
INVESTMENT APPROACH
Marlin Global Limited (“Marlin” or “the Company”) is a listed investment company
that invests in quality, growing companies based outside New Zealand and Australia.
The Marlin portfolio is managed by Fisher Funds Management Limited (“Fisher
Funds” or “the Manager”), a specialist investment manager with a track record of
successfully investing in quality, growth companies. Marlin listed on NZX Main Board
on 1 November 2007 and may invest in companies that are listed on any approved
stock exchange (excluding New Zealand or Australia) or unlisted companies not
incorporated in New Zealand or Australia.
The investment philosophy of Marlin is summarised by the following broad principles:
• invest as a medium to long-term investor exiting only on the basis of a fundamental
change in the original investment case;
• invest in companies that have a proven track record of growing profitability; and
• construct a diversified portfolio of investments, based on the ‘STEEPP’ investment
criteria (see pages 18 and 19).
The key investment objectives of Marlin are to:
• achieve a high real rate of return, comprising both income and capital growth,
within risk parameters acceptable to the directors; and
• provide access to a diversified portfolio of international quality, growth stocks
through a single tax efficient investment vehicle.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4
DIVIDENDS paid during the year ended 30 June 2022 (cents per share)
DIVIDENDS PAID
9.68cps (2021: 8.84cps)
24 SEPTEMBER 2021
17 DECEMBER 2021
25 MARCH 2022
23 JUNE 2022
2.52
cps
2.54
cps
2.49
cps
2.13
cps
AT A GLANCE
For the 12 months ended 30 June 2022
Net loss
-
$
60.4m
As at 30 June 2022
Share price
$
1.12
Gross
performance
return
-24.9
%
NAV per share
$
0.89
Total
shareholder
return
-2 7. 6
%
Adjusted NAV
return
-25.6
%
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
5
LARGEST INVESTMENTS
As at 30 June 2022
As at 30 June 2022
SECTOR SPLIT
Meta
Platforms
8
%
Alphabet
8
%
PayPal
7
%
Amazon
7
%
Alibaba Group
7
%
Consumer Discretionary 32%
Communication Services 24%
Information Technology 23%
Healthcare 12%
Financials 8%
Cash 1%
As at 30 June 2022
GEOGRAPHICAL SPLIT
North America 77%
Asia 12%
West Europe 9%
South America 1%
Cash 1%
These are the five largest percentage holdings in the Marlin portfolio. The full Marlin portfolio and percentage holding data
as at 30 June 2022 can be found on page 17.
Andy Coupe
Chair
DIRECTORS’ OVERVIEW
“We are
disappointed to
report that the
tough year for
international equity
markets, combined
with defensive and
cyclical stocks
being favoured over
growth stocks, has
seen Marlin end the
financial year with a
loss of $60.4 million.”
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
6
It has been a very tough year for international
equity markets – particularly in the second half
of the financial year. Global uncertainty about the
ongoing implications of Covid, inflationary concerns,
rising interest rates, and the political uncertainty in
Europe, following Russia’s invasion of Ukraine, have
dominated market sentiment and this conflict has
negatively impacted the supply chain and pushed
energy prices higher. The economic and earnings
backdrop, combined with a fall in consumer
confidence, has seen defensive stocks (utilities) and
cyclical stocks (energy and banks) strongly favoured
over growth stocks (technology and healthcare),
as investors seek refuge from the twin concerns of
inflation and recession, which has put downward
pressure on the share prices of the growth stocks in
the Marlin portfolio.
Despite the Manager’s best assessment of longer-term
growth opportunities, the performance of the Marlin
portfolio has been disappointing and recorded a loss
of $60.4m. The Total Shareholder Return
1
was down
27.6%, reflecting in part the lower share price, and the
Adjusted NAV return
2
was down 25.6%. The Gross
Performance return
3
of -24.9% was well behind the
Company’s benchmark index
4
, which was down 12.8%.
However, the board is encouraged that, despite the
difficult international equity environment, the majority of
the companies within the Marlin portfolio are delivering
solid earnings. This underlying business performance
allows the board to have confidence in the investment
strategy and the medium-term resilience of the portfolio,
as evidenced by the portfolio outperforming the
Company’s benchmark index over each of the last three
and five years.
As we often see during periods of macroeconomic
change, equity markets are driven as much by
sentiment as fundamentals. Investors are unwilling to
look beyond the clouds and noise on the horizon and
instead rush for the stability of cover. These selloffs
can be indiscriminate in nature and consequently,
companies may be sold-off regardless of longer-
term fundamentals. High-quality, established, and
profitable companies have seen their share prices sold
down alongside their more speculative counterparts.
The Manager believes that the disconnect between
the near-term international equity sentiment and the
underlying strong fundamentals of growth stocks, like
those in the Marlin portfolio, is seeing stocks priced
with little or no consideration for the high-quality
earning profiles of the businesses and their robust
growth runways.
Revenues and Expenses
The 2022 result comprised loss on investments
of $59.2m, dividend, interest, and other income of
$0.7m, less operating expenses and tax of $1.9m.
Overall operating expenses and tax were $6.9m
lower than the previous year 2021, principally due
to lower management fees, a tax benefit rather than
an expense and the prior year’s operating expenses
including a performance fee.
The management agreement fee rebate formula has
reduced the annual management fee from 1.25%pa to
0.75%pa, a saving of $1.1m
5
. This adjustment occurred
because the gross performance return of the portfolio
for the year was below the change in the S&P/NZX
Bank Bill 90 day index for the year (0.8%).
Dividends
The Marlin directors have maintained the Company’s
distribution policy of 2% of NAV per quarter. The
directors recognise that the regularity of the tax-
effective quarterly dividends is important for many
shareholders. Over the 12-month period to 30 June
2022, Marlin paid 9.68 cents per share in dividends.
The next dividend will be 1.85 cents per share,
payable on 23 September 2022 with a record date of 8
September 2022.
Marlin has a dividend reinvestment plan which provides
ordinary shareholders with the option to reinvest all or
part of any cash dividends in fully paid ordinary shares.
Full details of the dividend reinvestment plan
6
can be
found in the Marlin Dividend Reinvestment Plan Offer
Document, a copy of which is available at www.marlin.
co.nz/investor-centre/capital-management-strategies/.
1
Total shareholder return - the return combines the share price performance, the warrant price performance, the net value of converting any
warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the company’s dividend reinvestment plan,
and that shareholders exercise their warrants, (if they were in the money), at warrant expiry date.
2
The adjusted NAV (net asset value) return is the percentage change in the adjusted net asset value, (being the underlying performance of the
investment portfolio adjusted for dividends [and other capital management initiatives] and after expenses, fees and tax).
3
Gross performance return – the Manager’s portfolio performance in terms of stock selection & currency hedging before expenses, fees and tax. It
is an appropriate return measure for assessing the Manager’s performance against an index or benchmark.
4
The benchmark index is the S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZ$).
5
The management fee reduces by 0.10% for each 1.0% pa that the gross return (expressed as a percentage of the gross asset value at the beginning
of the financial year) achieved on the portfolio, is less than the change in the S&P/NZX Bank Bill 90 Day Index over the year, down to a minimum
management fee of 0.75%pa.
6
Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Marlin or Computershare Investor Services
Limited.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
7
DIRECTORS' OVERVIEW CONTINUED
Company Performance
For the year ended 30 June202220212020201920185 years
(annualised)
Total Shareholder Return-27.6%88.5%21.5%15.5%21.5%18.4%
Adjusted NAV Return-25.6%40.3%16.6%6.8%23.2%9.9%
Dividend Return
1
7. 0 %6.9%8.3%8.9%9 .1%
Net Profit ($60.4m)$69.2m$22.6m$8.4m$23.8m
Basic Earnings per Share-31.34cps39.55cps15 .18 c p s6.68cps20.20cps
OPEX Ratio1.1%3 .1%2.9%1.9%4.2%
OPEX Ratio (before performance fee)1.1%1.7%1.9%1.9%1.8%
As at 30 June20222021202020192018
NAV (as per financial statements)$0.89$1.28$1.03$0.96$1.02
Adjusted NAV$2.60$3.49$2.49$ 2.13$2.00
Share Price$1.12$1.6 0$0.98$0.90$0.86
Warrant Price -$0.26$ 0 .10 -$0.06
Share Price (Premium)/Discount to NAV
2
(25.8%)(30.5%)2.9%6.2%13.7%
Warrants
Marlin has a regular warrant programme. On 20 May
2022, warrant holders had the option to convert their
warrants into shares at an exercise price of $1.18 per
warrant. On the exercise date, the Marlin share price on
the NZX main board closed at $1.17, slightly below the
exercise price. As a result, on the exercise date, only
4.8m out of a possible 47.3m warrants were converted
into Marlin shares. The additional funds were invested
during May in Marlin’s investment portfolio of stocks.
Share Buybacks
The Share Buyback programme
7
is another part of
Marlin’s capital management programme. Under the
Share Buyback Policy, share buybacks only occur when
the share price discount to NAV exceeds 8%. During the
12 months to 30 June 2022, there were no buybacks
(FY21:Nil).
Annual Shareholders’ Meeting
The 2022 annual meeting will be held on Friday 4
November at 10:30am at the Ellerslie Event Centre in
Auckland and online. All shareholders are encouraged to
attend, with those who are unable to attend either form
of the meeting invited to cast their vote on the Company
resolutions prior to the meeting.
Director Retirement – Alistair Ryan
After 10 years as Chair of Marlin Global Limited, Alistair
Ryan has retired from the board, effective from 31 May
2022. In that time he has overseen changes in both the
board and portfolio manager, and importantly, changes
to the management agreement with Fisher Funds which
have benefited shareholders. Alistair has been a popular
and much respected Chair and we wish him well in his
retirement.
Director Election – Fiona Oliver
The board has appointed Fiona Oliver as an
independent director with effect from 1 June 2022.
In accordance with the Marlin constitution and NZX
Listing Rules, Fiona will stand for election at this year’s
Annual Shareholders’ Meeting. The board unanimously
supports Fiona’s election.
Conclusion
The 2022 financial year has been an extremely
challenging period for Marlin and doubtless a
disappointing one for shareholders. Central banks, like
the Federal Reserve, are trying to tame persistently high
inflation by increasing interest rates and recessionary
fears are growing, which is certainly not a favourable
backdrop for global equities. Market conditions like
these continue to reinforce the Manager’s strategy of
focusing on well-managed, quality businesses, whose
sustainable competitive advantages enable them to
adapt and respond to an ever-changing environment
over the medium to long-term.
We would like to thank you for your continued support
and look forward to seeing many of you at our annual
meeting on 4 November.
On behalf of the board,
Andy Coupe, Chair
Marlin Global Limited
12 September 2022
7
Shares purchased under the buyback programme are held as treasury stock and subsequently reissued to shareholders under the dividend
reinvestment plan. (Share buybacks only occur when the share price to NAV discount exceeds 8%).
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
8
Total Shareholder Return
Nov
2008
Nov
2009
Nov
2010
Nov
2011
Nov
2012
Nov
2014
Nov
2013
Share Price/Total Shareholder Return
Nov
2015
$
2.00
$
1.00
$
0.00
Nov
2016
Nov
2008
Nov
2019
Nov
2020
Nov
2021
$
3.00
$
4.00
$
5.00
Nov
2017
Nov
2018
Share Price Total Shareholder Return
Non-GAAP Financial Information
Marlin uses the following non-GAAP measures:
• adjusted net asset value – the underlying value of the investment portfolio adjusted for dividends (and other
capital management initiatives), and after expenses, fees and tax,
• adjusted NAV return – the percentage change in the adjusted net asset value,
• gross performance return – the Manager’s portfolio performance in terms of stock selection and currency
hedging, before expenses, fees and tax,
• total shareholder return – the return combines the share price performance, the warrant price performance,
the net value of converting any warrants into shares, and the dividends paid to shareholders. It assumes all
dividends are reinvested in the Company’s dividend reinvestment plan, and that shareholders exercise their
warrants, (if they were in the money), at warrant expiry date,
• OPEX ratio – the percentage of Marlin’s assets used to cover operating expenses excluding tax and brokerage,
and
• dividend return – how much Marlin pays out in dividends each year relative to its average share price over the
period. (Dividends paid by Marlin may include dividends received, interest income, investment gains and/or
return of capital).
All references to the above measures in this Annual Report are to such non-GAAP measures. The calculations
applied to non-GAAP measures are described in the Marlin Non-GAAP Financial Information Policy. A copy of the
policy is available at http://marlin.co.nz/about-marlin/marlin-policies/.
Portfolio Performance
For the year ended 30 June202220212020201920185 years
(annualised)
Gross Performance Return-24.9%46.7%19.8%10 .1%26.6%13.0%
Index
3
-12.8%3 7. 8 %0.04%2.1%17.1%7. 5 %
Performance Fee Hurdle
4
5.8%5.3%6.2%7. 0 %7. 0 %
NB: All returns have been reviewed by an independent actuary.
1
Marlin’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year. (The
dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied).
2
Share price (premium) / discount to NAV (including warrant price on a pro-rated basis).
3
Index: S&P Large Mid Cap/S&P Small Cap Index (hedged 50% to NZ$) from 1 October 2015. Returns shown gross in NZ$ terms.
4
The performance fee hurdle is the Benchmark Rate (NZ 90 Day Bank Bill Index +5%).
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
9
“Rising inflation and
hawkish central
banks have driven
global equities into a
bear market. Against
this backdrop, the
past year has been
challenging for the
Marlin portfolio.”
Ashley Gardyne
Senior Portfolio Manager
MANAGER’S REPORT
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
10
Financial markets endured a wild ride over the last
year. Initially buoyed by post-pandemic reopening,
markets ultimately succumbed to the economic
consequences of significant economic and monetary
policy stimulus with the resulting rising inflation and the
prospect of recession. After market gains in the first
half of the year, the second half heralded the start of a
global bear market.
The last year has been particularly challenging for
Marlin. For the year to 30 June 2022, the Marlin
portfolio delivered a gross return of -24.9%,
significantly behind our market benchmark which fell
12.8%. Over the last five years, the Marlin portfolio
has delivered an annualised gross performance return
of 13.0% pa, compared with the market benchmark
which has returned 7.5% pa (chart 1). We are
disappointed with performance over the last year, and
discuss the drivers of this performance in more detail
below.
Chart 1: Marlin annualised returns: Gross
Performance vs Global Benchmark
(to 30 June 2022)
Chart 2 shows that global markets rallied strongly in
the six months to 31 December, with the MSCI World
Index (in USD) gaining 7.1%. In the last six months,
however, the MSCI World Index fell 21.2%, resulting in
a 14.1% decline over the year to 30 June 2022. To put
this in context, this was the worst annual decline since
the Global Financial Crisis (see Chart 3).
After a year like 2021, where financial markets were almost as good as they can get (MSCI World
up 37%) and valuations became elevated, the outlook for FY 2022 was at risk of being somewhat
challenging. Rising inflation, hawkish central banks and geopolitical disruption have now resulted
in a bear market in equities, with the MSCI World Index falling 21% in the second half of the
financial year. Against this backdrop, the past year has been challenging for Marlin, with the
portfolio materially lagging the market benchmark after several years of strong performance.
Chart 2: A game of two halves, driven by the
changing macroeconomic backdrop
Chart 3: Weak global markets after a record 2021
This time last year, inflation was still being talked about
as transitory, international central banks hadn’t started
to raise interest rates, and the global economy looked
strong. Since November 2021, however, concerns
about stubborn inflation have caused central banks to
rapidly hike interest rates, which has the potential to hit
consumers and spark a recession.
3400
3300
3200
3100
3000
2900
2800
2700
2600
2500
2400
Jun-2021 Sep-2021 Dec-2021 Mar-2021 Jun-2022
7.1%
MSCI World Index
-21.2%
15.0%
10.0%
5.0%
0.0%
-5.0%
-10.0%
-15.0%
-20.0%
-25.0%
-30.0%
12 Months
-24.9%
10.6%
13%
8%
10%
7%
6%
3 years
Annualised
5 years
Annualised
Since Inception
Annualised
Marlin Gross PerformanceGlobal Benchmark
50%
40%
30%
20%
10%
0%
-10%
-20%
-30%
-40%
Jun 2003
Jun 2005
Jun 2007
Jun 2009
J u n 2 011
Jun 2013
Jun 2015
J u n 2017
Jun 2019
Jun 2021
MSCI World - 1 Year Return
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
11
MANAGER’S REPORT CONTINUED
Abrupt sell-off in growth companies
One of the drivers of Marlin’s poor performance has
been the underperformance of ‘growth’ companies
relative to ‘value’ companies that operate in sectors
like energy, utilities, and consumer staples. The Marlin
portfolio consists of growing businesses that we
believe have sustainable competitive advantages. This
has typically resulted in our portfolio being weighted
towards investments in the technology, healthcare, and
consumer discretionary sectors. Examples of this are
companies like Amazon, PayPal, and Alphabet, instead
of businesses in highly competitive and cyclical sectors
like energy.
From time to time, this will result in our performance
materially lagging the market, just as this has helped
the Marlin portfolio in prior years. Over the last year,
we have seen the share prices of structurally growing
companies lag those of energy companies benefiting
from rising oil prices, and low growth defensive sectors
like utilities and consumer staples, as investors rush to
the safety of these less volatile stocks. Over the long
term it is earnings and growth in earnings that drive
stock returns, and these other factors will have less
influence on portfolio performance. But over the short
term, the effects of risk aversion can be significant. We
believe our approach of investing in high-quality growth
companies pays off over the long term (as we have
seen historically), but over short periods, it can result in
underperformance.
The size of the swing into value stocks is illustrated by
Chart 4. Growth stocks underperformed value stocks
by 20% over the second half of the year, making it the
worst performance by growth since the dotcom crash
in 2000.
As we will discuss later, we believe many growth stocks
have been unjustifiably sold down, and we are now
seeing very attractive investment opportunities in this
part of the market.
Chart 4: Growth stocks have underperformed
value stocks by the most since the dotcom crash
in 2000
A vastly different investment backdrop
While the last six months have been challenging in
markets, the best investment returns tend to come in
the wake of a bear market. The price you pay for an
investment is a critical driver of the return you receive,
and prices right now are lower than they have been for
some time.
Interest rates have more than doubled over the last
year. We have gone from a world where corporate bond
yields were unlikely to outstrip inflation over the medium
term, to one where investors can now expect to earn
a reasonable premium over inflation from fixed income
investments.
Equity valuations have also come down materially.
As can be seen from Chart 5, 12 months ago, global
equity market valuations were trading well above long
term averages. Today, they trade at a discount. From
today’s depressed valuation levels, we believe there
are now plenty of great businesses that will deliver
attractive long-term returns.
25%
15%
5%
-5%
-15%
-25%
-35%
1999
2001
2003
2005
2007
2009
2 011
2013
2015
2017
2019
2021
Growth stocks underperformed by 20% over
the last 6 months. This style rotation is now
almost as abrupt as in the dotcom crash
Performance of global growth vs value indices
(MSCI World Growth vs Value Index)
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
12
Chart 5: The investment opportunity set has
changed. Bond yields and equity valuations are
much more attractive
Source: Bloomberg
We like the investment opportunity set we are currently
faced with and are using market volatility to reposition
the portfolio to capitalise on the attractive investments
the team are finding. There is no guarantee this will
result in gains over the next six or twelve months. But
over the long term, we are confident that our portfolios
will deliver good outcomes for shareholders.
While the recent journey in markets has been painful,
the destination is shaping up to be much more
attractive.
Performance highlights and lowlights
The top performers in the Marlin portfolio were our
defensive dollar store holdings, which fared well despite
a deteriorating economic backdrop. The biggest
detractors from performance were growth companies
like PayPal and Meta Platforms, which reversed course
after outperforming in the prior year.
Positive contributors
Dollar Tree, a US discount retailer, was the top
performer in the portfolio this year. Shares rallied as
the company moved away from its fixed $1 price point
and new management was brought in to improve
the performance of its Family Dollar chain. The
announcement that it was ‘breaking the buck’ and
rolling out a new US$1.25 price point in all 8,000 Dollar
Tree stores was a positive step given the inflationary
pressure the company had been facing. Freight costs
have been a significant headwind for the company, and
the 25c price increase is helping offset cost inflation
and lift profit margins and same-store sales growth.
Even with this price increase, we still believe Dollar
Tree has a very strong customer value proposition
compared to peers. The rollout of $3 and $5 price
points is also allowing the company to add new
categories for customers and offers the prospect of
higher sales growth and margins in the years ahead.
Dollar General has also performed well over the last
year because of its strong customer value proposition in
an environment where consumers are under pressure
from a rising cost of living. Despite the economic
backdrop and persistent supply chain cost pressures,
Dollar General has recently raised its sales guidance
and reaffirmed its earnings guidance. This illustrates
management’s strong execution of its product expansion
and cost saving initiatives, which are helping to offset
inflationary headwinds. Dollar General and Dollar
Tree have a combined 34,000 stores located within a
convenient distance of most US consumers, and they
are core defensive holdings in the Marlin portfolio.
Icon has been a consistent performer for the Marlin
portfolio over the last 10 years and is our longest term
holding. Icon is a contract research organisation (CRO),
which helps pharmaceutical companies design and run
clinical drug trials. It continues to benefit from growing
spend on drug research and the increased outsourcing
of clinical research to trusted service providers like
Icon. Icon announced a merger with competitor PRA
Health Sciences in 2021, to create the world’s third
largest CRO. While the market was initially sceptical of
the merger, smooth deal integration and solid quarterly
results have contributed to Icon’s recent performance.
The company continues to deliver strong organic
growth, while delivering on the synergy targets set at the
time of the PRA acquisition. We believe the company has
years of double-digit earnings growth ahead.
Gartner provides IT research and consulting
services to the corporate sector. Its share price
performance over the last year has been driven by
continued strength in Gartner’s industry-leading IT
research product as customers look to improve their
IT functions. The pandemic has given corporates
an important reminder of the need to digitise their
operations, and ever-present security threats are also
forcing businesses to modernise. Sustained revenue
growth and cost control now means that the company
expects profit margins to be materially higher than they
were pre-pandemic. With the resumption of Gartner’s
in-person IT conferences in recent months, this should
provide a further boost to the business.
10-Year Average10-Year AverageJune 21
20.6x
2.0%
17.1x
3 .1%
14.3x
4.7%
June 21June 22June 22
Equity P/E Valuation Multiple
(MSCI World Index)
Corporate Bonds Yields
(Bloomberg US Corporate Bond Index)
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
13
MANAGER’S REPORT CONTINUED
Detractors from performance
The biggest detractors from portfolio performance
were PayPal, Meta Platforms, Alibaba, and StoneCo.
After being a strong contributor to Marlin’s
performance in recent years, PayPal, a leading digital
payments provider, dragged on performance this year.
Having benefited from the COVID-induced boom in
ecommerce, PayPal’s growth has slowed in recent
quarters as consumers return to shopping in store.
Despite the slowdown, underlying revenue is still
expected to grow by 15% in 2022, and longer term its
revenue and earnings are likely to grow at least in line
with the structural growth in ecommerce. Following
the recent share price decline, we believe PayPal is
attractively priced – with its share price now back at
pre-COVID levels despite the business generating over
40% more revenue and earnings today. We have used
recent share price weakness as an opportunity to
increase PayPal’s weight in the portfolio.
Meta Platforms, formerly Facebook, has seen
its share price fall this year due to headwinds in
advertising revenue after changes by Apple that
impact ad tracking. Meta is also encouraging
users to spend more time on its new Reels short
video product, which is taking user time away from
scrolling down the news feed – which currently has
a higher ad load than Reels. All considered, this
means that revenue in 2022 is expected to grow
by approximately 5% (13% excluding the one-off
ad tracking impact), compared to the double-digit
growth previously expected. While Meta’s recent
performance has been disappointing, it is still the
dominant social media platform, with close to 3 billion
users globally, and is benefitting from the structural
growth of digital advertising. Advertisers consistently
report high returns on their advertising spend on
Meta’s platforms, which we believe will continue to
drive an increased share of marketing budgets.
Alibaba was caught up in the China tech sector
sell-off over the last year. Having benefited from years
of light-touch regulation, the Chinese tech industry
recently experienced a period of increasing regulatory
focus. The company has also been impacted
by lingering COVID lockdowns and increased
competition in ecommerce from new players like
Pinduoduo and Douyin.
New antitrust regulations have effectively updated
China’s antitrust laws for the internet-era. As
an example, they have banned anti-competitive
practices such as large tech companies abusing
their monopoly positions by prohibiting merchants
selling on competitors’ marketplaces. This would not
be acceptable in developed markets, but China has
been more relaxed until recently. We accept there
could be more regulations to come, but what we have
seen to date suggests these regulations are relatively
measured and generally consistent with regulations
in Western economies. While these developments will
have an impact on Alibaba, we believe the ultimate
impact will be nowhere near the 50% decline seen in
Alibaba’s share price over the last year.
Last year’s top performer, StoneCo, a Brazilian
payment service provider, was the worst performer in
the portfolio over the last year, as rising interest rates
have put significant pressure on profit margins. While
StoneCo has recently started to pass these interest
rate increases on to customers, the lag in doing so has
pressured near-term profitability. The good news is
that StoneCo continues to see strong payment volume
growth and gain market share. It is signing on new
customers at a rapid rate, having more than doubled
its client base over the last year to 1.9 million active
clients. While we are disappointed by StoneCo’s poor
share market performance, we believe it is building
one of Brazil’s leading digital payment providers that
will be materially more valuable in the coming years.
Portfolio additions and exits
We didn’t make any material changes to the Marlin
portfolio in the first six months of the year. However,
following recent market turbulence, the share prices
of several watchlist companies have become very
attractive and we have added three new companies
to the portfolio in recent months. To fund these
new additions, we exited three existing holdings as
discussed below.
Overall, we believe these changes position the
portfolio well to capitalise on an ultimate rebound in
markets.
New portfolio additions
Salesforce is the dominant provider of cloud customer
relationship management (CRM) technology globally,
and its business-critical software offerings are used by
90% of Fortune 500 companies. Salesforce is a quality
business that is well positioned to grow market share
in the fast-growing enterprise software market. The
company benefits from high customer switching costs,
pricing power, and a brand reputation as a reliable
partner for Fortune 500 companies, which helps drive
adoption with new customers.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
14
Microsoft is a well-known mega-cap software
business that is viewed by many IT departments as
their most critical vendor. As businesses globally
perform digital transformations and move to the
cloud, Microsoft is well positioned to capture this
increasing digital spend through their Azure cloud
computing business. Microsoft’s scale gives it an
opportunity to become the premier cloud service
provider, while also being able to offer value for
money across its product range which are used by
almost all enterprises globally.
Netflix is the world’s leading streaming service with
over 200 million members globally. The company’s
scale in content creation and ability to spread this
cost over its huge global audience base gives it a
significant cost advantage versus peers. It can create
more content than its peers, at a lower cost per
subscriber, allowing it to continually improve its user
value proposition. This scale and content advantage,
combined with a large global addressable market
(750m potential subscribers ex-China) and pricing
power, supports our view that Netflix is a quality
business with a wide moat, large growth opportunity,
and an exceptional management team. With the sell-
off in growth stocks, we were able to buy Netflix at a
45% discount to its November highs.
Portfolio exits
We sold out of three companies to make way for these
new investments. In all three cases, we believe they are
still great businesses, although to a large extent our
investment thesis on each name has played out and
the remaining upside is not as significant compared to
the new portfolio additions.
We exited Adidas in January, having first invested in
late 2014 on share price weakness that was driven
by sanctions in Russia and issues in its golf division.
These issues proved to be transitory, and Adidas has
made a remarkable recovery in recent years, delivering
strong revenue growth and margin expansion. After
the initial turnaround, we continued to hold Adidas,
given it was making a successful shift to sell more
product through more lucrative direct-to-consumer
and ecommerce channels (where the company can
earn higher gross margins and profit dollars). Today,
we believe this thesis is fully understood by the market.
The outlook for Adidas is now also further complicated
by the recent resurgence of domestic brands in the
important China market.
We exited Hilton in February, having added it to
the portfolio in April 2020, as the market priced in
expectations for COVID to severely debilitate the travel
industry. Our thesis was that Hilton was a quality
global hotel brand owner, whose asset-light franchise
model would help insulate it in the COVID environment
from the operating leverage pressures faced by hotel
property owners. Additionally, longer term we saw a
long growth runway as independent hotels increasingly
look to join branded chains such as Hilton, because
they benefit from being able to: i) charge higher room
rates and ii) boost occupancy via loyalty programmes
and marketing scale. While we still believe Hilton
remains a great business, we believe our thesis of
COVID recovery and structural growth are now fully
appreciated by the market and reflected in the price.
Hexcel, a leading manufacturer of composite
components for aircraft, was also sold to fund these
new portfolio additions. With the onset of COVID,
Hexcel was the hardest hit company in our portfolio.
Following the recent pickup in travel demand, Hexcel’s
share price has materially outperformed the market
over the last six months. With the share price now
factoring in a strong recovery in aircraft production
in the coming years, we used this opportunity to
reallocate the capital into other positions with more
potential upside.
Portfolio positioning
The Marlin portfolio comprised 22 companies at 30
June 2022, diversified across a range of sectors and
geographies.
Chart 6: Marlin portfolio - Sector split
32
%
CONSUMER
DISCRETIONARY
12
%
HEALTHCARE
24
%
COMMUNICATION
SERVICES
8
%
FINANCIALS
23
%
INFORMATION
TECHNOLOGY
1
%
CASH
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
15
Chart 7: Marlin portfolio - Geographical split
Outlook
It has been a tough year for Marlin, and we are
certainly not satisfied with the portfolio’s performance
over this 12-month period. To outperform the market
over the long term, investors must hold a portfolio
that is significantly different to the market. However,
because of those differences, there will be inevitable
periods of underperformance. While these periods of
weak performance are expected, the extent this year is
very disappointing.
MANAGER’S REPORT CONTINUED
The information in this Manager’s Report has been prepared as at mid-August 2022. The information has been prepared as a
general summary of the matters covered only, and it is by necessity brief. The information and opinions are based upon sources
which are believed to be reliable; however, Marlin Global Limited and its officers and directors make no representation as to its
accuracy or completeness. The report is not intended to constitute professional or investment advice and should not be relied
upon in making any investment decisions. Professional financial advice from a financial adviser should be taken before making
an investment. To the extent that the report contains data relating to the historical performance of Marlin Global Limited or its
portfolio companies, please note that fund performance can and will vary and that future results may have no correlation with
results historically achieved.
There is a silver lining, however. Due to recent market
volatility and the significant price declines in many
companies that we follow and view positively, we are
now seeing more attractive investment opportunities
than we have seen in many years. Although there is a
great deal of economic uncertainty and concern about
inflation and potential recession, a great deal of this
pessimism is already anticipated and baked into share
prices. As we have seen countless times before, the
best time to buy is when fears are running high.
We continue to believe that having a long-term
orientation and investing in high-quality and growing
businesses is one of the best ways to build wealth.
We believe the companies in the Marlin portfolio
will continue to grow steadily and create value for
shareholders in the years ahead.
Ashley Gardyne, Senior Portfolio Manager
Fisher Funds Management Limited
12 September 2022
12
%
ASIA
77
%
NORTH AMERICA
9
%
1
%
WEST EUROPE
CASH
1
%
SOUTH AMERICA
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
16
Headquarters Company% Holding
ChinaAlibaba Group6.6%
Tencent Holdings5.6%
Ireland Icon5.5%
UKGreggs3.2%
United StatesAlphabet8 .1%
Amazon.Com 7. 3 %
Boston Scientific4.5%
Dollar General3 .1%
D olla r Tre e3.0%
Edwards
Lifesciences
2.1%
First Republic Bank
San Francisco
3.7%
Floor & Décor
Holdings
5.6%
Gartner Inc3.0%
Mastercard3.9%
Meta Platforms Inc7. 8 %
Microsoft3.5%
Netflix2.5%
NVR Inc3 .1%
PayPal Holdings6.7%
Salesforce.com5 .1%
Signature Bank4.7%
StoneCo1.0%
Equi t y Tot a l99.6%
New Zealand dollar
cash
1.3%
Total foreign cash0 .1%
Ca s h Tot a l1.4%
Forward foreign
exchange contracts
(1.0%)
TOTAL100.0%
Portfolio Holdings Summary as at
30 June 2022
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
17
STRENGTH OF
THE BUSINESS
What is the company’s
competitive advantage? Is it
sustainable? Is the company
a market leader? Does it have
a dominant position? A strong
business is one that can maintain
its profit margins by employing a
unique strategy.
TR ACK
RECORD
How has the company performed
in the past? Has the company
performed under the same
management team? Has it grown
organically or by acquisition? How
did the company react during a
downturn? Fisher Funds prefers to
buy established companies that
have executed well in the past.
EARNINGS
HISTORY
How fast has the company
been able to grow its earnings
in the past? How consistent
has earnings growth been?
Fisher Funds prefers to buy
companies that exhibit secular
growth characteristics where the
company has proven its ability to
provide a high or improving return
on invested capital.
Fisher Funds employs an investment analysis model that it calls STEEPP to analyse existing and potential
portfolio companies. This analysis gives each company a score against a number of criteria that Fisher
Funds believes need to be present in a successful portfolio company. All companies are then ranked
according to their STEEPP score to broadly determine their portfolio weighting (or indeed whether they
make the grade to be a portfolio company in the first place).
The STEEPP criteria are as follows:
STE
THE STEEPP PROCESS
Applying this STEEPP analysis, Fisher Funds constructed a portfolio
for Marlin which comprised 22 securities as at 30 June 2022.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
18
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
19
EARNINGS
GROWTH FORECAST
What is the company’s earnings
growth forecast over the next
three to five years? What is
the probability of achieving the
forecast? What does Fisher Funds
expect the company’s earnings
potential to be? Fisher Funds
notices that too many analysts
focus on short-term earnings. As
long-term growth investors, Fisher
Funds thinks about where the
company’s earnings could be in
three to five years.
PEOPLE/
MANAGEMENT
Who are the management team
and how long have they been in
their roles? Who are the directors,
what is their history with the
company and what do they bring
to the board? What is the depth of
management in the organisation
and is there a succession plan for
the key executive roles? Do the
management team own shares
in the business and how are
they rewarded? Has the board
and management exhibited
good corporate behaviour in the
areas of environmental, social
and governance considerations?
For Fisher Funds, the quality of
the company management and
its corporate governance is of
paramount importance.
PRICE/
VALUATION
How much of the future earnings
growth is already reflected in the
share price? Where does the
current share price sit in relation to
Fisher Funds’ worst to best case
valuation range? A company will
generate a higher score where the
market price currently reflects little
of that company’s upside potential.
EPP
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
20
-50
%
Total Share Return
-11
%
-38
%
Total Share ReturnTotal Share Return
CHINA
What does it do?
Alibaba is the largest ecommerce
player in China with an overall
online shopping market share of
nearly 50%. It also has leading
positions in both the cloud and
payments markets in China.
Why do we own it?
Alibaba is the online marketplace
leader in China and is twice as
large as its nearest competitor.
It has sustainable competitive
advantages through its extensive
network and scale. Alibaba is
also a major beneficiary of strong
online shopping growth in China
due to continued urbanisation,
increasing incomes and a poor
physical retail infrastructure in
many Chinese cities.
MARLIN PORTFOLIO
COMPANIES
The following is a brief introduction to each of your portfolio companies, with a description of
why Fisher Funds believes they deserve a position in the Marlin portfolio. Total share return is
for the year to 30 June 2022 and is based on the closing price for each company plus any capital
management initiatives. For companies that are new additions to the portfolio during the year,
total share return is from the first purchase date to 30 June 2022.
Total shareholders return in local currency sourced from Bloomberg.
UNITED STATES
What does it do?
Alphabet is the holding company
which owns the world’s leading
internet search provider, Google.
Google is the world’s most visited
website and the largest global
advertising platform by advertising
revenue.
Why do we own it?
Alphabet has wide moats arising
from its dominant position
in online search, significant
intellectual property and a strong
brand. We believe Alphabet is
well positioned to grow strongly
as global advertising budgets
gradually shift away from television
to digital formats.
UNITED STATES
What does it do?
Amazon is the dominant
ecommerce platform in the
Western Hemisphere. Alongside
the ecommerce platform, the
company offers marketing
services to vendors and
subscriptions to customers,
which include everything from
free shipping to music and video.
Amazon’s AWS (Amazon Web
Services) business is the largest
global cloud computing provider,
helping clients with data storage
and computing power.
Why do we own it?
Amazon.com sits at the
crossroads of powerful
megatrends. These include
growth in ecommerce, migration
of advertising spend online
and the increasing adoption of
public cloud. The company has
significant scale and network
advantages. With a long growth
runway, Amazon is in a prime
position to monetise these
opportunities.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
21
MARLIN PORTFOLIO
COMPANIES
-13
%
Total Share Return
+14
%
Total Share Return
UNITED STATES
What does it do?
Boston Scientific is a leading
manufacturer of innovative medical
devices used to treat a range of
medical conditions to over 30
million patients each year. Boston
Scientific focuses on minimally
invasive therapies, which generally
improve patient outcomes versus
traditional surgery and reduce the
overall cost of treatment for health
systems.
Why do we own it?
Boston Scientific is well positioned
with market-leading positions in a
number of fast-growing medical
device markets. With a strong
pipeline of new product launches
and a track-record of investment
in innovation, we expect Boston
Scientific to sustain its above-
market growth and increase its
market share.
UNITED STATES
What does it do?
Dollar General is the leading
discount retailer in the US, selling
a range of everyday household
items including food and cleaning
products, as well as toys,
stationery, and basic apparel.
Dollar General has a talented
management team, a strong track
record, and a scale advantage
over its competitors. Its stores
offer an attractive proposition to a
growing cohort of US households
that are financially stretched and
are not well served by traditional
retailers.
Why do we own it?
There are currently 18,000 Dollar
General stores across the US
and it is rolling out approximately
1,000 new stores every year.
We believe the company should
continue to deliver low double-
digit earnings growth as Dollar
General expands its store base
at attractive returns, takes
market share, and repurchases
shares. Along with the growth
story, we think Dollar General’s
business model has defensive
qualities. Low price points and
value proposition support its
business in difficult economic
environments, with sales growth
actually accelerating in the last
two recessions as consumers
traded down.
+57
%
Total Share Return
UNITED STATES
What does it do?
Dollar Tree is a leading discount
retailer operating under two
banners: Dollar Tree and Family
Dollar. Each banner has over
8,000 stores. Dollar Tree banner
stores sell a mix of everyday
and discretionary items at the
low price of US$1.25, and their
fast-moving assortment creates
a treasure hunt experience that
resonates well with consumers.
Family Dollar, like Dollar General,
is a discount store selling
predominantly everyday items at
competitive prices.
Why do we own it?
Dollar Tree operates over 16,000
Dollar Tree and Family Dollar
stores across the US, and the
company rolls out over 500 new
stores every year. We believe
Dollar Tree is well positioned to
benefit from organic expansion
in its store base, and store
renovation and product initiatives
will improve store productivity
and profits. Dollar Tree also has
a defensive business model − its
low price points and value for
money proposition positions it well
for the current environment where
rising prices are exerting pressure
on consumer wallets.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
22
-8
%
Total Share Return
UNITED STATES
What does it do?
Edwards Lifesciences is the global
market leader in the treatment of
heart valve disease, which impacts
millions of people worldwide and
carries a poor prognosis if left
untreated. Edward’s main product
allows for the treatment of this
disease without the need for risky
open-heart surgery.
Why do we own it?
Edwards Lifesciences continues
to lead the industry in innovation,
investing in the development of
new products which both improve
medical outcomes for patients and
help doctors treat a wider range
of previously untreated patients
using a lower risk approach. With
a dominant market share and
continued investment in research
and development, Edwards
Lifesciences is well positioned for
long-term growth.
MARLIN PORTFOLIO COMPANIES CONTINUED
Total Share Return
Total Share Return
-23
%
UNITED STATES
What does it do?
First Republic is a founder
led bank, providing private
banking, business banking, and
wealth management in Urban,
Coastal markets in the US. First
Republic offers a high-touch,
service orientated model where
customers have a single point of
contact across all banking needs.
This differentiates First Republic
from main-street peers.
Why do we own it?
With its superior service offering,
First Republic has consistently
generated superior loan growth,
while maintaining extremely
prudent lending standards.
Given these characteristics, First
Republic offers a high-quality
investment with attractive earnings
growth potential.
-40
%
UNITED STATES
What does it do?
Floor and Décor is a leading
specialty retailer in the US. The
company warehouse format
stores, which are roughly the size
of a Bunnings, only offer hard
surface flooring. The company
offers the industry’s broadest in-
stock assortment at everyday low
prices. Floor and Décor has 160
stores across 33 states.
Why do we own it?
The company has potential to
dominate the niche hard surface
flooring category, which has been
growing mid-single digits year over
year. There is significant runway
for future store growth with the
potential to quadruple its footprint
to around 500 stores. Given the
company’s size and scale, Mom
and Pop retailers, which have 50%
market share, cannot compete
on price or service with Floor and
D é c or.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
23
Total Share Return
-0.2
%
UNITED STATES
What does it do?
Gartner is a leading research,
consulting, and advisory company.
Its information technology
research service is seen as
a ‘must-have’ at most large
corporates and is used by 75%
of Fortune 1,000 companies.
Gartner provides up-to-date
industry research and analysis to
help these business leaders make
informed decisions around their
technology, such as the selection
of software vendors or current
best practice in cyber-security or
cloud infrastructure.
Why do we own it?
In a world of constant
technological change and
business model disruption,
Gartner’s research and analysis is
becoming increasingly important
to help companies to navigate this
challenging environment. Gartner
estimates there are 138,000
businesses globally that could
use its service, of which just over
13,000 are current customers –
indicating a long growth runway.
Gartner is now looking to replicate
this model in adjacent business
functions including HR, Finance,
and Supply Chain, with early
progress looking promising.
Total Share ReturnTotal Share Return
-27
%
+5
%
UNITED KINGDOM
What does it do?
Greggs is a vertically integrated
food-on-the-go operator in the
UK. The company operates more
than 2,000 stores and is the leader
in the UK take-away sandwich and
savoury market.
Why do we own it?
Greggs continues to be an
attractive long-term growth story
with the potential to gain share
of a fragmented market given
the strength of Gregg’s value
proposition. We see plenty of
opportunity for Greggs to continue
rolling out stores, while also
implementing strategic initiatives
(e.g. evening trade, delivery, click
and collect) to increase sales
turnover at established stores.
IRELAND
What does it do?
Known as a contract research
organisation (CRO), Icon provides
specialised services in clinical trial
management for pharmaceutical
and biotechnology companies.
Why do we own it?
The increasing complexity and
regulatory requirements of clinical
trial management are forcing
pharmaceutical and biotechnology
companies all over the world
to seek the help of specialist
CROs such as Icon. Icon’s global
footprint and broad strengths in
clinical management make it one
of only a few companies qualified
to provide these services. Growth
is being driven by the shift to
outsourcing, growth in the number
of drugs being tested, and larger
trials required by regulatory bodies
such as the FDA.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
24
MARLIN PORTFOLIO COMPANIES CONTINUED
Total Share ReturnTotal Share ReturnTotal Share Return
-13
%
-54
%
-17
%
UNITED STATES
What does it do?
Mastercard is the second largest
payment network in the world,
operating in 210 countries and
supporting more than 2 billion
cards across its network.
Why do we own it?
Mastercard’s growth outlook is
underpinned by the secular shift
to electronic payments and away
from cash, particularly in emerging
markets where Mastercard has
significant presence. These
structural growth drivers,
combined with increasing margins
and high cash flow generation
support a strong growth outlook
over the medium to long term.
UNITED STATES
What does it do?
Previously known as Facebook
and rebranded to Meta Platforms
Inc, is the parent organization of
Facebook.
Meta owns four of the most
dominant social networking and
messaging platforms in the world
– the Facebook App, Instagram,
Messenger, and WhatsApp. It
monetises these platforms by
selling advertising slots to millions
of businesses globally.
Why do we own it?
The average US user spends
over an hour a day on Facebook
and Instagram combined. This
high user engagement, combined
with Meta’s unparalleled ability
to deliver an audience of over 2
billion users to advertisers, has
created one of the most valuable
advertising platforms in the world.
We see significant growth ahead
as Meta captures a significant
share of advertising dollars as
media budgets move away from
TV and towards digital platforms.
UNITED STATES
What does it do?
Microsoft is a dominant software
business that develops,
manufactures, licenses, sells, and
supports software products, and
is viewed by many IT departments
as their most critical vendor.
Products and services include
many well-known franchises such
as the Windows operating system,
Office productivity applications,
Azure cloud services, LinkedIn
and Xbox.
Why do we own it?
Microsoft is poised to benefit from
the global trend of enterprises
shifting their computing storage
and power to the cloud.
Microsoft’s Azure business unit
is helping customers all over
the world of all sizes make this
transition to the cloud and should
benefit from this secular trend for
many years to come.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
25
Total Share ReturnTotal Share Return
-55
%
-19
%
UNITED STATES
What does it do?
Netflix is the world’s leading
streaming service with 222
million members in over 190
countries. Members pay a monthly
subscription fee to access TV
series, documentaries, feature
films and mobile games across
a wide range of genres and
languages.
Why do we own it?
Netflix has scale in creating
quality original content and the
ability to spread this cost over a
huge global audience base. We
believe Netflix’s ability to invest
in and create quality content
will only get stronger with time,
and ensure Netflix continues to
gain subscribers for many years
to come – there are 750 million
potential subscribers globally (ex-
China). We are also confident in
the company’s ability to continue
raising prices at a rate that lags
the value of the content it delivers.
Netflix presents incredible user
value compared to satellite or
c a b l e T V.
UNITED STATES
What does it do?
NVR is the 4th largest homebuilder
in the US. Unlike most
homebuilders, which are also land
developers, NVR focuses solely
on homebuilding, using options
to control land, which gives it the
right but not the obligation to buy
lots on a just-in-time basis. NVR
also differentiates itself from peers
by pre-fabricating frames, roofs,
and staircases in one of its eight
manufacturing facilities. Most NVR
competitors still do everything on
site.
Why do we own it?
NVR’s asset-light model,
central pre-fabrication, and
local economies of scale allow
it to generate higher returns on
investment capital than peers and
grow without having to reinvest
much capital. Combined with
what is a very fragmented market
comprising many small players,
NVR’s competitive advantages
should allow it to deliver superior
returns and take market share for
many years to come.
-76
%
Total Share Return
UNITED STATES
What does it do?
PayPal is a global leader in online
payments, with its payment
solutions enabling customers
to send and receive payments.
PayPal benefits from a large-scale
two-sided network that connects
merchants and consumers with
426 million active accounts,
consisting of 392 million consumer
active accounts and 34 million
merchant active accounts across
more than 200 markets.
Why do we own it?
We are attracted to PayPal due to
its broad-based and sustainable
competitive advantages and
strong growth prospects. PayPal
has technology, scale and global
network advantages which give it
a considerable advantage over its
competitors. Furthermore, PayPal
benefits from continued growth in
ecommerce.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
26
Total Share ReturnTotal Share ReturnTotal Share Return
UNITED STATES
What does it do?
Signature Bank is a specialist
regional bank, lending largely
to wealthy families and private
businesses in New York and
California. It has a sticky deposit
base that comes from managing
transactional business accounts
for businesses like law firms,
accounting firms, and property
management companies, a
long track record of growth and
strong credit control.
Why do we own it?
Signature Bank has an
uncomplicated relationship-
driven business model and
industry profitability. Its ability
to attract and retain senior
bankers from other firms
through an attractive profit
sharing compensation model
has allowed it to grow loans and
deposits at over 20% pa over
the last 10 years. It is still a small
bank in a very large market and
we see many more years of
growth ahead.
UNITED STATES
What does it do?
Salesforce is the dominant
provider of cloud customer
relationship management (CRM)
technology globally. 90% of
Fortune 500 companies use
Salesforce’s business-critical
software offerings, such as
Slack (communications) and
Tableau (data visualisation).
Why do we own it?
Salesforce is well positioned
to continue capturing market
share in the fast-growing
software-as-a-business (SaaS)
and platform-as-a-business
(PaaS) markets. It benefits from
customer switching costs,
high customer lifetime value,
and brand reputation as a
reliable partner for Fortune 500
companies. Three quarters of
incremental revenue growth
comes from existing customers,
which demonstrates Salesforce’s
compelling value proposition. We
see a long growth runway ahead
for Salesforce as businesses
continue to digitise and move to
the cloud.
-26
%
-26
%
-89
%
BRAZIL
What does it do?
Stone Co is a rapidly growing
payment service provider in Brazil
that allows small merchants to
accept digital payments in-store
and online. Stone was founded in
2012 in response to deregulation
in the Brazilian payments market,
which allowed competition with
the two bank-owned payment
providers for the first time. Stone’s
technology, service, and unique
business model have proven
disruptive and enabled it to gain
significant market share.
Why do we own it?
Digital payment penetration is
still low in Brazil, but is increasing
rapidly due to the shift away from
cash and growth in ecommerce.
We believe Stone will benefit from
this strong industry growth, but
also continue to take market share
from the bank-owned incumbents.
All considered we believe Stone is
an attractive founder-led business
with many years of growth ahead.
MARLIN PORTFOLIO COMPANIES CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
27
CHINA
What does it do?
Tencent is China’s largest online
gaming company with over 50%
market share and it also owns
WeChat, the leading social network
and messaging platform with over
a billion users. The WeChat app is
deeply ingrained into daily life in China
with the average user spending an
hour a day on the platform doing
everything from messaging, social
feeds, news feeds, ecommerce,
hailing cabs, ordering food, booking
travel, paying utility bills and watching
videos. Tencent also has leading
positions in a range of adjacencies
including digital payments (WeChat
Pay), music & video streaming, and
cloud computing.
Why do we own it?
While Tencent’s core business is
its gaming business, the WeChat
platform allows it to create significant
value in adjacent areas such as
advertising and payments which
we do not think is fairly reflected in
the current share price. The digital
advertising opportunity in China
is large and rapidly growing, and
WeChat is ideally placed to capitalise
given its share of online time and
ability to connect businesses with
users. Payments is also a large
opportunity in a market where credit
and debit cards aren’t widely used
and cash is rapidly being displaced by
WeChat Pay and AliPay.
Total Share Return
-37
%
DAVID McCLATCHY BCom
Chair of Investment Committee
Independent Director
David McClatchy is an experienced company director
who has had extensive investment management
experience across New Zealand and international
markets over the last 35 years. David is a director
of Kingfish, Barramundi and Guardians of NZ
Superannuation. Before returning to New Zealand in
2019, David was Group Chief Investment Officer for
Insurance Australia Group and Director and Head of
IAG Asset Management. Prior to this, David had a
16-year career with ING as Chief Executive and Chair
of ING Investment Management in Australia and Chief
Investment Officer and Director of ING New Zealand.
David’s principal place of residence is Tauranga.
David McClatchy was first appointed to the Marlin
board on 1 July 2021.
CAROL CAMPBELL BCom, FCA, CMInstD
Chair of Audit and Risk Committee
Independent Director
Carol Campbell is an experienced company director
who has a sound understanding of efficient board
governance and extensive financial experience.
Carol is a director and Chair of the Audit and Risk
committees of Kingfish and Barramundi, and Chair of
the Audit and Risk committee of Marlin Global. Carol
also holds a number of directorships across a broad
spectrum of companies including T&G Global, New
Zealand Post, Chubb Insurance New Zealand and
NZME, where she is also the Chair of the Audit and
Risk committees and she is a director of Kiwibank.
Carol is a fellow of Chartered Accountants Australia
and New Zealand. Carol had her own chartered
accountancy practice for 11 years after a successful
career as a partner at Ernst & Young for over 25 years.
Carol’s principal place of residence is Auckland.
Carol was first appointed to the Marlin board on
5 June 2012.
ANDY COUPE LLB, CMInstD
Chair of the Board
Chair of Remuneration and Nominations
Committee
Independent Director
Andy Coupe has extensive governance, commercial
and capital markets experience having worked in a
number of sectors within the financial markets over
the last 35 years. In addition to also being Chair of
Kingfish and Barramundi, he is also Chair of Television
New Zealand, a member of the Strong Public Media
Establishment Board, and a director of Briscoe Group.
Andy’s principal place of residence is Hamilton.
Andy was first appointed to the Marlin board on
1 March 2013.
FIONA OLIVER LLB, BA, CFInstD
Independent Director
Fiona Oliver is a professional director and her
governance roles span a range of business sectors
including renewable energy, natural gas, technology,
and professional and financial services. She is a
director of Kingfish and Barramundi. Fiona is also a
director (and audit committee chair) of Gentrack Group
Limited, the First Gas Group, BNZ Life Insurance
Limited, and BNZ Insurance Services Limited. She is
also a director of Freightways Limited and Wynyard
Group Limited (in liquidation). Fiona’s executive career
was in the financial services sector in New Zealand
and overseas. In New Zealand, her roles included
Chief Operating Officer of Westpac’s investment arm,
BT Funds Management, and General Manager of
AMP NZ’s Wealth Management division. In Sydney
and London, Fiona managed the Risk and Operations
function for AMP’s private capital division. Prior to
this, Fiona was a senior corporate and commercial
solicitor in New Zealand and overseas, specialising in
mergers and acquisitions. Fiona is a Chartered Fellow
of the Institute of Directors and a member of Global
Women. Fiona was awarded the Beacon Award by the
New Zealand Shareholders Association in 2022 for
her role as Chair of the independent directors of Tilt
Renewables Limited during the attempted takeover
of this company in 2018. Fiona’s principal place of
residence is Auckland.
Fiona Oliver was first appointed to the Marlin board on
1 June 2022.
BOARD OF DIRECTORS
Pictured left to right: David McClatchy, Carol Campbell, Fiona Oliver and Andy Coupe.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
28
For the year ended 30 June 2022 and
current as at the date of this Annual Report
CORPORATE
GOVERNANCE STATEMENT
Marlin’s board recognises the importance of good
corporate governance and is committed to ensuring that
the Company meets best practice governance principles
to the extent that they are appropriate for the nature
of Marlin’s operations. Strong corporate governance
practices encourage the creation of value for Marlin
shareholders, while ensuring the highest standards of
ethical conduct and providing accountability and control
systems commensurate with the risks involved.
The board is responsible for establishing and
implementing the Company’s corporate governance
frameworks and is committed to fulfilling this role in
accordance with best practice having appropriate
regard to applicable laws, the NZX Corporate
Governance Code (“NZX Code”), and the Financial
Markets Authority’s Corporate Governance in New
Zealand - Principles and Guidelines. The board oversees
the management of Marlin, with the day-to-day portfolio
and administrative management responsibilities of Marlin
being delegated to Fisher Funds Management Limited
(“Fisher Funds” or “the Manager”).
Over the financial year ended 30 June 2022, Marlin was
in compliance with the NZX Code, with the exception of
recommendations 4.3
1
and 5.3
2
. The Company is not
in compliance with those recommendations due to the
specific nature of the Company’s business model and
more particularly for the reasons explained below in the
commentary regarding the relevant NZX Code principles.
The alternative governance practices adopted by Marlin in
respect of those matters have the approval of the board.
The Company’s corporate governance policies and
procedures and board and committee charters, are
regularly reviewed by the board against the corporate
governance standards set by NZX and to reflect any
changes required by law, guidance from other relevant
regulators, and developments in corporate governance
practices.
Marlin’s constitution and each of the Company’s
charters, codes and policies referred to in this section
are available on the Marlin website (www.marlin.co.nz)
under the “About Marlin” and “Policies” sections.
Principle 1 – Code of ethical behaviour
Directors should set high standards of ethical
behaviour, model this behaviour, and hold
management accountable for these standards being
followed throughout the organisation.
Code of Ethics & Standards of Professional
Conduct
Marlin’s Code of Ethics & Standards of Professional
Conduct details the ethical and professional behavioural
standards required of the directors of the Company and
those employees of the Manager who work on Marlin
matters.
The Code of Ethics & Standards of Professional Conduct
covers a wide range of areas including: standards of
behaviour, conflicts of interest, proper use of Company
information and assets, compliance with laws and
policies, reporting concerns, and receiving gifts.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics & Standards
of Professional Conduct is required to report it
immediately in accordance with the procedure set
out in the Code of Ethics & Standards of Professional
Conduct.
Training on the requirements of the Code of Ethics &
Standards of Professional Conduct is included as part
of the induction process for new directors and relevant
employees of the Manager.
The Code of Ethics & Standards of Professional
Conduct is also available on Marlin’s website for
directors of the Company and employees of the
Manager to access at any time.
Securities Trading Policy
Marlin’s Securities Trading Policy details the restrictions
on persons nominated by Marlin (including its directors
and employees of the Manager who work on Marlin
matters) (“Nominated Persons”) relating to their trading
in Marlin shares and other securities.
Nominated Persons, with the permission of the board
of Marlin, may trade in Marlin shares only during
the trading window commencing immediately after
Marlin’s weekly disclosure of its net asset value on NZX
Limited’s (“NZX”) market announcement platform and
ending at the close of trading two days following the
net asset value disclosure.
Nominated Persons may not trade in Marlin shares
when they have price sensitive information that is not
publicly available.
The Securities Trading Policy is available on Marlin’s
website.
1 –
Marlin does not have a formal environmental, social and governance (ESG) framework. However, the Manager has a formal ESG
framework which governs its stock selection, which the board is fully supportive of and committed to.
2 –
There is no CEO remuneration disclosure as Marlin delegates its management personnel requirements to Fisher Funds
pursuant to an Administration Services Agreement and does not have its own CEO.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
29
Conflicts of Interest Policy
The Company’s Conflicts of Interest Policy outlines
the board’s policy on conflicts of interest. The policy
details the processes to be adopted for identifying
conflicts of interest and managing any such conflicts.
Principle 2 – Board composition and
performance
To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.
Board charter
Marlin’s board operates under a written charter which
defines the respective functions and responsibilities
of the board, focusing on the values, principles and
practices that provide the Company’s corporate
governance framework.
The board has overall responsibility for all decision
making within Marlin. The board is responsible for the
direction and control of Marlin and is accountable to
shareholders and others for Marlin’s performance and
its compliance with the applicable laws and standards.
The board has delegated the day-to-day portfolio
and administrative management responsibilities
relating to Marlin to the Manager. The responsibilities
of the Manager are clear as they are described in the
Management Agreement and Administration Services
Agreement with Marlin.
The board uses committees to address certain matters
that require detailed consideration. The board retains
ultimate responsibility for the function of its committees
and determines their responsibilities. The board is
assisted in meeting its responsibilities by receiving regular
reports and plans from the Manager and through its
annual work programme.
Directors have access to key employees of the Manager
who are connected to the activities of Marlin and can
request any information they consider necessary for
informed decision making.
The Board Charter is available on Marlin’s website.
Nomination and appointment of directors
In accordance with Marlin’s constitution and NZX
Listing Rules, a director must not hold office without
re-election past the third annual meeting following his or
her appointment or three years (whichever is the longer).
A director appointed by the board must not hold office
(without re-election) past the next annual meeting
following his or her appointment.
Procedures for the nomination, appointment and
removal of directors are contained in Marlin’s
constitution and the Board Charter. The Remuneration
and Nominations Committee of the board is responsible
for identifying and nominating candidates to fill director
vacancies for board approval.
Written agreement
Marlin provides a letter of appointment to each
newly appointed director setting out the terms
of their appointment which they are required to
sign. The letter includes information regarding the
board’s responsibilities, expectations of directors
and independence, expected time commitments,
indemnity and insurance provisions, obligations to
declare relevant conflicting interests and confidentiality.
New directors are required to formally consent to act
as a director.
Director information and independence
The board comprises four directors with diverse
backgrounds, skills, knowledge, experience and
perspectives. Information about each director,
including a profile of their experience, length of service
and attendance at board meetings is available on
pages 28 and 31 of this Annual Report and also on
Marlin’s website.
The board takes into account guidance provided
under the NZX Listing Rules and the factors specified
in the NZX Code in determining the independence
of directors. Director independence is considered
annually. Directors have undertaken to inform the
board as soon as practicable if they think their status
as an independent director has or may have changed.
As at 30 June 2022, the board considers that each of
Andy Coupe (Chair), Carol Campbell, David McClatchy,
and Fiona Oliver are independent directors and
therefore the board has determined that all of the
directors on the board are independent directors.
Information in respect of each director’s ownership
interests in Marlin shares and warrants is available on
page 62.
Diversity
Marlin has a formal Diversity Policy applicable to the
Company’s directors. The board views diversity as
including, but not being limited to, skills, qualifications,
experience, gender, race, age, ethnicity and cultural
background. The board recognises that having a
diverse board will enhance effectiveness in key areas
and that membership of the board is best served by
having a mix of individuals with deep expertise and a
breadth of experience. This objective is recognised in
the Diversity Policy.
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
30
All appointments to the board are based on merit, and
include consideration of the board’s diversity needs,
including gender diversity. The principal measurable
diversity objective adopted by the board is to embed
gender diversity as an active consideration in all
succession planning for board positions. The board
assesses annually both the objective set out in the
Diversity Policy and the Company’s progress in
achieving that objective. During the financial year to
30 June 2022, Carmel Fisher retired from the board (6
August 2021) after serving as a director since 2007 and
David McClatchy was appointed as an independent
director effective 1 July 2021.
Alistair Ryan (Chair since 2012) retired from the board
with effect from 1 June 2022. Andy Coupe, a director
on the Marlin board since 2013, and previous Chair of
Marlin’s Investment Committee, succeeded Alistair Ryan
as Chair of the Board. The board has appointed Fiona
Oliver as an independent director effective 1 June 2022.
The board’s gender composition as at the two most
recent annual balance dates was as follows:
NumberProportion
30 June 2022FemaleMaleFemaleMale
Directors2250%50%
NumberProportion
30 June 2021FemaleMaleFemaleMale
Directors2250%50%
The Diversity Policy is available on Marlin’s website.
Director training
All directors are responsible for ensuring they remain
current in understanding how best to perform their duties
as directors. To ensure ongoing education, directors
are regularly informed of developments that affect the
Company’s industry and business environment.
Assessment of director performance
The Remuneration and Nominations Committee
conducts a formal review of director, committee and
board performance annually. The review includes
an assessment of whether appropriate training has
been undertaken by directors. Appropriate strategies
for improvement are recommended to the board as
and when required. The Chair of the Board also has
discussions with directors on individual performance as
considered appropriate.
Independent Chair and separation of the Chair
and Chief Executive
The current Chair of the Board (Andy Coupe) is an
independent director. Marlin does not have a Chief
Executive as it delegates its management personnel
requirements to the Manager pursuant to an
Administration Services Agreement. The Chair of the
Board is a different person to the Chief Executive of the
Manager.
Principle 3 – Board committees
The board should use committees where this will
enhance its effectiveness in key areas, while still
retaining board responsibility.
The board has three standing committees: the
Audit and Risk Committee, the Remuneration
and Nominations Committee, and the Investment
Committee.
Each committee operates under a charter approved
by the board. The charter of each committee is
reviewed annually.
Director meeting attendance
A total of eight board meetings, two Audit and
Risk Committee meetings, two Remuneration
and Nominations Committee meetings and two
Investment Committee meetings were held in
the financial year ended 30 June 2022. Director
attendance at board meetings and committee
meetings is shown below.
DirectorBoard
Audit
and Risk
Committee
Remuneration
and
Nominations
Committee
Investment
Committee
Carol
Campbell
8/82/22/22/2
Andy
Coupe
7/82/22/22/2
David
McClatchy
8/82/22/22/2
Alistair
Ryan #
7/ 72/22/22/2
Fiona
Oliver # *
1/10/00/00/0
# The meeting attendance for Alistair Ryan and Fiona Oliver
pertain to the meetings that were held while they were
directors.
* Fiona Oliver also attended an Investment Committee
meeting and a board meeting during May 2022 as an
observer.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
31
Audit and Risk Committee
The Audit and Risk Committee Charter sets out the
objectives of the Audit and Risk Committee, which
are to provide assistance to the board in fulfilling
its responsibilities in relation to the Company’s
financial reporting, internal controls structure,
risk management systems and the external audit
function. The Audit and Risk Committee Charter is
available on Marlin’s website.
The Audit and Risk Committee focuses on audit
and risk management and specifically addresses
responsibilities relative to financial reporting and
regulatory compliance.
The Audit and Risk Committee is accountable for
ensuring the performance and independence of
the Company’s external auditor, including that the
external auditor or lead audit partner is changed at
least every five years.
The Audit and Risk Committee also reviews the
appropriateness of any non-audit services and
recommends to the board which services, other
than the statutory audit, may be provided by
PricewaterhouseCoopers as external auditor.
The external auditor has a clear line of direct
communication at any time with either the Chair of
the Audit and Risk Committee or the Chair of the
Board, both of whom are independent directors.
During the financial year ended 30 June 2022, the
Audit and Risk Committee held private sessions with
the external auditor.
The Audit and Risk Committee currently comprises
all of the directors and is chaired by Carol Campbell.
The Audit and Risk Committee may invite the
Corporate Manager and/or other employees of the
Manager and such other persons, including the
external auditor, to attend meetings, as it considers
necessary to provide appropriate information and
explanations.
Remuneration and Nominations Committee
The Remuneration and Nominations Committee
Charter sets out the objectives of the Remuneration
and Nominations Committee, which are to set and
review the level of directors’ remuneration, ensure a
formal rigorous and transparent procedure for the
appointment of new directors to the board and evaluate
the balance of skills, knowledge and experience on the
board. The Remuneration and Nominations Committee
also assesses the performance of directors, the board
and board committees.
The Remuneration and Nominations Committee currently
comprises all of the directors and was previously chaired
by Alistair Ryan. Andy Coupe took over as Chair of the
Remuneration and Nominations Committee with effect
from 1 June 2022.
The Remuneration and Nominations Committee may invite
the Corporate Manager and/or other employees of the
Manager and such other persons, including the external
auditor, to attend meetings as it considers necessary to
provide appropriate information and explanations.
The Remuneration and Nominations Committee Charter is
available on Marlin’s website.
Investment Committee
The Investment Committee Charter sets out the
objective of the Investment Committee, which is to
oversee the investment management of Marlin to
ensure the portfolio is managed in accordance with
the investment mandate and with the long-term
performance objectives of Marlin. The Investment
Committee Charter is available on Marlin’s website.
The Investment Committee currently comprises all
of the directors and was previously chaired by Andy
Coupe. David McClatchy took over as Chair of the
Investment Committee with effect from 1 May 2022.
Takeover response protocols
The board has adopted a formal Takeover
Response Protocol as an internal framework that
sets out the process to be followed if there is a
takeover offer for Marlin.
Principle 4 – Reporting and disclosure
The board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures.
Continuous Disclosure
Marlin is committed to promoting investor confidence
by providing complete and equal access to information
in accordance with the NZX Listing Rules. Marlin has a
Continuous Disclosure Policy designed to ensure this
occurs and a copy of the policy is available on Marlin’s
website. The Corporate Manager is responsible for
overseeing and co-ordinating required disclosures to
the market.
Charters and policies
Marlin’s key corporate governance documents,
including its Code of Ethics & Standards of Professional
Conduct, board and committee charters and other
policies, are available on Marlin’s website under the
“About Marlin” and “Policies” sections.
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
32
Financial Reporting
Marlin believes its financial reporting is balanced,
clear and objective. Marlin is committed to ensuring
integrity and timeliness in its financial and non-financial
reporting and ensuring the market and shareholders
are provided with an objective view on the performance
of the Company.
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting, including
the accuracy, completeness and timeliness of financial
statements. The Audit and Risk Committee reviews
half-yearly and annual financial statements and
makes recommendations to the board concerning
accounting policies, areas of judgement, compliance
with accounting standards, stock exchange and legal
requirements and the results of the external audit.
As at 30 June 2022, Marlin did not have a formal
environmental, social and governance (ESG)
framework. Marlin considers that, given the nature of
its operations (as an investment company), it is not
appropriate to maintain an ESG framework due to the
lack of available metrics relevant to its business against
which it could report on such matters. Marlin will
continue to assess the relevance of adopting an ESG
framework. However, the Manager has a formal ESG
framework which governs its stock selection, which the
Marlin board is fully supportive of and committed to.
Details of the Manager’s ESG framework can be seen
on the Manager’s website, fisherfunds.co.nz/about-us/
responsible-investing.
The Financial Sector (Climate-related Disclosures and
Other Matters) Amendment Act 2021 received royal
assent in October 2021. This legislation introduces a
new financial reporting requirement which requires
certain entities, to be known as Climate Reporting
Entities (CREs), to produce annual climate statements
that identify and report on the impact of climate
change on their organisations and disclose greenhouse
gas emissions. It will impact the reporting of most NZX
listed issuers such as Marlin.
The New Zealand External Reporting Board (XRB)
is developing the Aotearoa New Zealand Climate
Standards which are expected to be finalised by the
end of 2022 and will take effect for financial periods
which commence on or after 1 January 2023. These
standards are based on the recommendations of the
Taskforce on Climate-related Financial Disclosures
(TCFD) and are consistent with international
developments.
The Marlin board will determine the appropriate climate
risk reporting for Marlin, once the new accounting
standard has been finalised.
Principle 5 – Remuneration
The remuneration of directors and executives should
be transparent, fair and reasonable.
Directors’ Remuneration
The Company’s Director Remuneration Policy sets out
the structure of the remuneration for directors, the review
process and reporting requirements. The Director
Remuneration Policy is available on Marlin’s website.
Directors’ fees are determined by the board on the
recommendation of the Remuneration and Nominations
Committee within the aggregate amount approved
by shareholders. The current directors’ fee pool
limit of $157,500 (plus GST if any) was approved by
shareholder resolution passed at the 2018 Annual
Shareholders’ Meeting.
Each year, the Remuneration and Nominations
Committee reviews the level of directors’ fees. The
Remuneration and Nominations Committee considers
the skills, performance, experience and level of
responsibility of directors when undertaking the review,
and is authorised to obtain independent advice on
market conditions.
The following table sets out the remuneration received
by each director from Marlin for the financial year ended
30 June 2022. No director received fees or payment
for any other services to the Company. No retirement
payments were made or agreed to be made to any
director during the financial year ended 30 June 2022.
Directors’ remuneration* for the 12 months ended
30 June 2022
Andy Coupe (chair)$38,542
(1)
Carol Campbell $ 3 7, 5 0 0
(2)
Carmel Fisher$3,243
(3)
David McClatchy$33,333
(4)
Alistair Ryan $45,833
(5)
Fiona Oliver $2,708
(6)
*excludes GST
(1) Included in this total amount is $4,167 that Andy Coupe
received as Chair of the Investment Committee. $3,727 of
this amount was applied to the purchase of 2,436 shares
under the Marlin Share Purchase Plan. (Andy Coupe holds
in excess of the 50,000 share threshold set out in the
Marlin Share Purchase Plan but has elected to continue in
the plan).
(2) Included in this total amount is $5,000 that Carol Campbell
received as Chair of the Audit and Risk Committee. $3,727
of this amount was applied to the purchase of 2,436
shares under the Marlin Share Purchase Plan. (Carol
Campbell holds in excess of the 50,000 share threshold
set out in the Marlin Share Purchase Plan but has elected
to continue in the plan).
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
33
(3) Carmel Fisher retired from the Marlin board on
6 August 2021.
(4) Included in this total amount is $833 that David
McClatchy received as the new Chair of the Investment
Committee. $3,228 of this amount was applied to
the purchase of 2,110 shares under the Marlin Share
Purchase Plan.
(5) Alistair Ryan retired as Chair of the Marlin Board on
1 June 2022. $4,973 of this amount was applied to
the purchase of 3,250 shares under the Marlin Share
Purchase Plan.
(6) Fiona Oliver joined the Marlin board on 1 June 2022.
Details of remuneration paid to directors are also
disclosed in note 11 to the financial statements for the
financial year ended 30 June 2022. The directors’ fees
disclosed in the financial statements include a portion
of non-recoverable GST expensed by Marlin.
Directors’ Shareholding - Share Purchase Plan
A Share Purchase Plan was introduced by the board
in 2012 which requires each director to allocate 10%
of their annual director’s fee to the purchase (on
market) of Marlin shares. Once an individual director’s
shareholding reaches 50,000 shares, the director can
elect whether to continue in the plan. The intention of
the Share Purchase Plan is to further align the interests
of directors with those of Marlin shareholders.
Executive Remuneration
Marlin delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement. For this reason,
Marlin does not have a Chief Executive Officer and it
does not consider it appropriate to make disclosures
about remuneration for the Manager’s personnel
or include those personnel in the application of the
Company’s remuneration policies. Marlin does
not set the remuneration policies applicable to the
Manager’s personnel. The fees paid to Fisher Funds
for administration services are set out in note 11 to
Marlin’s financial statements for the financial year
ended 30 June 2022.
Principle 6 – Risk management
Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The board should regularly verify that
the issuer has appropriate processes that identify
and manage potential and material risks.
Risk management framework
The board has overall responsibility for Marlin’s system
of risk management and internal control. Marlin has
in place policies and procedures to identify areas of
significant business risk and implements procedures
to manage those risks effectively.
Key risk management tools used by Marlin include the
Audit and Risk Committee function, outsourcing of
certain functions to service providers, internal controls,
financial and compliance reporting procedures and
processes and business continuity planning. Marlin also
maintains insurance policies that it considers adequate
to meet its insurable risks.
The board is actively involved in tracking the
development of existing risks and the emergence of
new risks to Marlin’s business. The Audit and Risk
Committee and board receive regular reports on the
operation of risk management policies and procedures
from the Manager. Significant risks are discussed at
each board meeting, and/or as required.
In addition to Marlin’s policies and procedures in place
to manage business risks, the Manager has its own
comprehensive risk management policy. The board is
informed of any changes to the Manager’s policy.
The spread of Covid-19 has impacted economies
around the globe. In many countries, businesses have
been forced to cease or limit operations for extended
or indefinite periods of time. Global stock markets have
experienced greater than normal volatility and there was
significant market weakness during the early stages of
the pandemic. There continues to be ongoing Covid-19
uncertainty, more recently in regards to the presence of
the Omicron variant and its impact on business activity
and economies in general.
During the 2022 financial year, global stock markets
experienced renewed market volatility due to ongoing
Covid uncertainty, inflationary concerns and political
uncertainty in Europe (primarily as a result of the
Ukraine/Russia conflict).
The preparation of Marlin’s financial statements for the
financial year ended 30 June 2022 has not required the
addition of any new judgements or estimates.
Marlin provides shareholders and warrant holders with
regular communications, covering the performance
of the Company and the performance of the
underlying stocks invested into by the Company. The
communications include monthly updates, quarterly
newsletters and annual reports. Numerous NZX
announcements are also made, including weekly and
month end NAV per share, and interim and annual
financial statements.
Health and Safety
The Manager operates under a Health and Safety
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
34
Policy. Under this policy, Fisher Funds assumes
responsibility for the health and safety of its
employees.
Principle 7 – Auditors
The board should ensure the quality and
independence of the external audit process.
Marlin’s Audit and Risk Committee makes
recommendations to the board on the appointment
of the external auditor. The Audit and Risk Committee
monitors the independence and effectiveness of
the external auditor and approves and reviews any
non-audit services performed by the external auditor.
An External Auditor Independence Policy, which
documents the framework of Marlin’s relationship with
its external auditor, was adopted by the board in May
2018. This policy includes procedures:
(a) to sustain communication with Marlin’s external
auditor;
(b) to ensure that the ability of the external auditor to
carry out its statutory audit role is not impaired, or
could reasonably be perceived to be impaired;
(c) to address what, if any, services (whether by type
or level) other than their statutory audit roles may
be provided by the external auditor to Marlin; and
(d) to provide for the monitoring and approval by the
Audit and Risk Committee of any service provided
by the external auditor to Marlin other than in its
statutory audit role.
The Audit and Risk Committee meets with the external
auditor, without management present, to approve its
terms of engagement, audit partner rotation (at least
every five years) and audit fee, and to review and
provide feedback in respect of the annual audit plan.
The Audit and Risk Committee holds private sessions
with the external auditor.
Marlin’s current external auditor,
PricewaterhouseCoopers (“PwC”), was appointed
by shareholders at the 2007 annual meeting in
accordance with the provisions of the Companies Act
1993. PwC is automatically reappointed as auditor
under Part 11, Section 207T of the Companies Act at
the Annual Shareholders’ Meeting, except in the limited
circumstances set out in the Act.
The Audit and Risk Committee has assessed PwC
to be independent and confirmed that the non-audit
services they have provided in relation to confirming
the amounts used in the Manager’s performance fee
calculation have not compromised PwC’s independence.
Written confirmation of PwC’s independence has been
obtained by the board.
PwC, as external auditor of the 2022 financial statements,
will attend this year’s Annual Shareholders’ Meeting and
will be available to answer questions about the conduct
of the audit, preparation and content of the auditor’s
report, accounting policies adopted by Marlin, and their
independence in relation to the conduct of the audit.
Marlin does not have an internal audit function,
however the Company regularly reviews all areas of
risk management and focuses on all operating and
compliance risk obligations as described above in
relation to Principle 6. Marlin delegates day-to-day
portfolio and administrative management responsibilities
relating to Marlin to the Manager and the Corporate
Manager is responsible for managing operational and
compliance risks across Marlin’s business and reporting
on those matters to the board as needed.
Principle 8 – Shareholder rights and relations
The board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the is su e r.
Information for shareholders
The board recognises the importance of providing
shareholders with comprehensive, timely and equal
access to information about its activities. The board
aims to ensure that shareholders have available to
them all information necessary to assess Marlin’s
performance.
Marlin’s website, www.marlin.co.nz, provides
information to shareholders and investors about the
Company. Marlin’s ‘Investor Centre’ part of its website
contains a range of information, including periodic
and continuous disclosures to NZX, annual reports
and content related to the Annual Shareholders’
Meeting. The website also contains information about
Marlin’s directors, copies of key corporate governance
documents and general company information.
The board recognises that other stakeholders may
have an interest in Marlin’s activities. While there are
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
35
no specific stakeholders’ interests that are currently
identifiable, Marlin will continue to review policies in
consideration of future interests.
Communicating with shareholders
Marlin communicates regularly with its shareholders
through its monthly and quarterly updates. The
Company receives questions from shareholders
from time to time, and has processes in place to
ensure shareholder communications are responded
to within a reasonable timeframe. The Company’s
website sets out Marlin’s appropriate contact details
for communications from shareholders. Marlin also
provides options for shareholders to receive and send
communications by post or electronically.
Shareholder voting rights
When required by the Companies Act 1993, Marlin’s
Constitution, and the NZX Listing Rules, Marlin will
refer decisions to shareholders for approval. Marlin’s
policy is to conduct voting at its shareholder meetings
by way of poll and on the basis of one share, one
vote.
Notice of annual meeting
The 2022 Marlin Notice of Annual Shareholders’
Meeting will be sent to shareholders at least 20
working days prior to the meeting and will be
published on Marlin’s website.
Subject to any Covid-19 restrictions which prevent the
Company from holding a physical meeting, this year’s
Annual Shareholders’ Meeting will be held at 10.30am
on 4 November 2022, at the Ellerslie Event Centre
in Auckland. Full participation of shareholders is
encouraged at the Annual Shareholders’ Meeting and
shareholders are also encouraged to submit questions
in writing prior to the meeting.
Management Agreement Renewal
The Management Agreement between Marlin and
Fisher Funds is subject to renewal every five years.
The Management Agreement is next subject to
renewal in 2027.
NZX Waivers
There were no waivers granted by NZX or relied upon
by the Company in the financial year ended 30 June
2022.
Capital raisings
Marlin Share Issue (Warrant Conversion MLNWE)
On 20 May 2022, Marlin Global warrant holders had
the option to convert their warrants into ordinary Marlin
Global shares at an exercise price of $1.18 per warrant.
On the exercise date, 4,817,168 warrants out of a
possible 47,256,870 warrants (10%) were converted into
Marlin Global ordinary shares.
The new shares were allotted to warrant holders on 25
May 2022.
The remaining 42,439,702 warrants which were not
exercised lapsed, and all rights in regards to them
expired.
The additional funds were invested in Marlin’s then
current investment portfolio of stocks.
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
36
We present the financial statements for Marlin Global Limited for the year ended 30 June 2022.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the
Company as at 30 June 2022 and its financial performance and cash flows for the year ended on that date.
We have ensured that the accounting policies used by the Company comply with generally accepted
accounting practice in New Zealand and believe that proper accounting records have been kept. We have
ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.
We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and
detect fraud and other irregularities.
The Marlin board authorised these financial statements for issue on 22 August 2022.
Andy Coupe Carol Campbell
David McClatchy Fiona Oliver
For the year ended 30 June 2022
DIRECTORS’ STATEMENT
OF RESPONSIBILITY
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
37
39Statement of Comprehensive Income
40Statement of Changes in Equity
41Statement of Financial Position
42Statement of Cash Flows
43Notes to the Financial Statements
57Independent Auditor's Report
FINANCIAL
STATEMENTS CONTENTS
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
3839
The accompanying notes form an integral part of these financial statements.
Notes 2022 2021
$000 $000
Interest income 29 6
Dividend income 629 612
Net changes in fair value of investments2 ( 5 9,16 9 ) 7 7, 6 8 8
Other income/(losses)3 38 (244)
Total (loss)/income (58,473) 78,062
Operating expenses4 2,775 6,556
Operating (loss)/profit before tax (61,248) 71,506
Total tax (benefit)/expense5 (821) 2,326
Net operating (loss)/profit after tax attributable to shareholders (60,427) 6 9,18 0
Total comprehensive (loss)/income after tax attributable to shareholders (60,427) 6 9,18 0
Basic (losses)/earnings per share7 (31.34c) 39.55c
Diluted (losses)/earnings per share7 (31.34c) 38.60c
STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
3839
STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
Attributable to shareholders of the company
Notes
Share
Capital
Retained
Earnings /
(Accumulated
Deficits)
Tot al
Equity
$000$000 $000
Balance at 1 July 2020 13 8 ,119 18,045 15 6 ,16 4
Comprehensive income
Net operating profit after tax - 6 9,18 0 6 9,18 0
Total comprehensive income for the year ended 30 June 2021 - 6 9,18 0 6 9,18 0
Transactions with shareholders
Shares issued for warrants exercised6 (c) 28,652 - 28,652
Costs relating to warrants issued (14) - (14)
Dividends paid6 (d) - (15,859) (15,859)
New shares issued under dividend reinvestment plan6 (e) 6,258 - 6,258
Total transactions with shareholders for the
year ended 30 June 2021
34,896 (15,859) 19,037
Balance at 30 June 2021 173,015 71,366 244,381
Comprehensive income
Net operating (loss) after tax - (60,427) (60,427)
Total comprehensive (loss) for the year ended 30 June 2022 - (60,427) (60,427)
Transactions with shareholders
Shares issued for warrants exercised6 (c) 5,666 - 5,666
Dividends paid6 (d) - (18,702) (18,702)
New shares issued under dividend reinvestment plan6 (e) 7,17 6 - 7,17 6
Total transactions with shareholders for the
year ended 30 June 2022
12,842 (18,702) (5,860)
Balance at 30 June 2022 185,857 ( 7,76 3 ) 178,0 94
The accompanying notes form an integral part of these financial statements.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4041
Notes 2022 2021
$000 $000
SHAREHOLDERS' EQUITY178,0 94244,381
Represented by:
ASSETS
Current Assets
Cash and cash equivalents 10 2,609 5 ,10 2
Trade and other receivables 8 1,238 111
Financial assets at fair value through profit or loss 2 175,620 246,851
Total Current Assets 179,467 252,064
Non-current Assets
Deferred tax asset5 880 -
Total Non-current Assets 880 -
TOTAL ASSETS 180,347 252,064
LIABILITIES
Current Liabilities
Trade and other payables 9 276 3,227
Financial liabilities at fair value through profit or loss 2 1,977 2,277
Current tax payable5 - 2,179
Total Current Liabilities 2,253 7,6 8 3
TOTAL LIABILITIES 2,253 7,6 8 3
NET ASSETS 178,0 94 244,381
These financial statements have been authorised for issue for and on behalf of the Board by:
R A Coupe C A Campbell
Chair Chair of the Audit and Risk Committee
22 August 2022 22 August 2022
STATEMENT OF
FINANCIAL POSITION
AS AT 30 June 2022
MARLIN GLOBAL LIMITED
The accompanying notes form an integral part of these financial statements.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4041
STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
Notes 2022 2021
$000 $000
Operating Activities
Sale of listed equity investments 116 , 4 6 3 85,825
Interest received 29 6
Dividends received 630 643
Other income 43 -
Other expenses - (240)
Purchase of listed equity investments (92,507) (105,043)
Operating expenses (6,857) ( 5 ,12 0 )
Ta xe s pa id (2,238) (88)
Net settlement of forward foreign exchange contracts (12,19 4) 7, 4 3 3
Net cash inflows/(outflows) from operating activities10 3,369 (16,584)
Financing Activities
Proceeds from warrants exercised 5,666 28,652
Warrant issue costs - (14)
Dividends paid (net of dividends reinvested) (11, 5 2 6 ) (9,601)
Net cash (outflows)/inflows from financing activities (5,860) 19,037
Net (decrease)/increase in cash and cash equivalents held (2,491) 2,453
Cash and cash equivalents at beginning of the year 5 ,10 2 2,640
Effects of foreign currency translation on cash balance (2) 9
Cash and cash equivalents at end of the year10 2,609 5 ,10 2
The accompanying notes form an integral part of these financial statements.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4243
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
NOTE 1 BASIS OF ACCOUNTING
Reporting Entity
Marlin Global Limited (“Marlin” or “the Company”) is listed on the NZX Main Board, is registered in
New Zealand under the Companies Act 1993 and is a FMC Reporting Entity under the Financial
Markets Conduct Act 2013.
The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7
of the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand
Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS) as appropriate for profit entities, and
International Financial Reporting Standards (IFRS).
The financial statements have been prepared on the historical cost basis, except for financial assets
and liabilities at fair value through profit or loss.
The functional and reporting currency used to prepare the financial statements is New Zealand
dollars, rounded to the nearest one thousand dollars. Where relevant, prior year comparatives
have been reclassified to conform with current year financial statement presentation. Where there
has been a material restatement of comparative information the nature of, and the reason for the
restatement is disclosed in the relevant notes.
The operating expenses include GST where it is charged by other parties as it cannot be reclaimed.
Foreign Currency Transactions and Translations
Foreign currency transactions are converted into New Zealand dollars using exchange rates
prevailing at transaction date. Foreign currency assets and liabilities are translated into New Zealand
dollars using the exchange rates prevailing at the balance date.
Foreign exchange gains or losses relating to the financial assets and liabilities at fair value through
profit or loss are presented in the Statement of Comprehensive Income within “Net changes in fair
value of financial assets and liabilities”.
Foreign exchange gains and losses relating to cash and cash equivalents, trade and other
receivables, and trade and other payables are presented in the Statement of Comprehensive Income
within “Other income/(losses)”.
Accounting Policies
Accounting policies that summarise the recognition and measurement basis used and are relevant
to an understanding of the financial statements, are provided throughout the notes to the financial
statements and are designated by a
symbol.
The accounting policies adopted have been consistently applied to all years presented, unless
otherwise stated.
There are no new accounting standards, amendments to standards and interpretations that have a
material impact on these financial statements. The same applies for any new standards, amendments
to standards and interpretations that have been issued but are not yet effective.
Financial Reporting by Segments
The Company operates in a single operating segment, being international financial investment.
The Company is managed as a whole and is considered to have a single operating segment. There is
no further division of the Company or internal segment reporting used by the Directors when making
strategic, investment or resource allocation decisions.
There has been no change to the operating segment during the year.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4243
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 1 BASIS OF ACCOUNTING CONTINUED
Critical Judgements, Estimates and Assumptions
The preparation of financial statements requires the directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. Judgements are designated by a
j
symbol in the notes to the financial statements.
There were no material estimates or assumptions required in the preparation of these financial
statements.
Authorisation of Financial Statements
The Marlin Board of Directors authorised these financial statements for issue on 22 August 2022.
No party may change these financial statements after their issue.
NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
j
Given that the investment portfolio is managed, and performance is evaluated, on a fair value basis
in accordance with a documented investment strategy, Marlin has classified all of its investments at
fair value through profit or loss.
Investments are initially recognised at fair value and are subsequently revalued to reflect changes
in fair value. Net changes in the fair value of financial assets and liabilities are recognised in the
Statement of Comprehensive Income.
Financial assets at fair value through profit or loss comprise international listed equity investment
assets and forward foreign exchange contracts with positive value.
Financial liabilities at fair value through profit or loss comprise forward foreign exchange contracts
with negative value.
Forward foreign exchange contracts can be used as economic hedges for equity investments
against currency risk. They are accounted for on the same basis as those investments and are
recognised at their fair value.
All purchases and sales of investments are recognised at trade date, which is the date the
Company commits to purchase or sell the investment and transaction costs are expensed as
incurred. When an investment is sold, any gain or loss arising on the sale is included in the
Statement of Comprehensive Income. Realised gains or losses are calculated as the difference
between the sale proceeds and the carrying amount of the item.
The fair value of listed equity investments traded in active markets are based on last sale prices
at balance date, except where the last sale price falls outside the bid-ask spread for a particular
investment, in which case the bid price will be used to value the investment.
The fair value of forward foreign exchange contracts is determined by using valuation techniques
based on spot exchange rates and forward points supplied by a reputable pricing vendor.
Dividend income from investments is recognised in the Statement of Comprehensive Income when
the Company’s right to receive payments is established (ex-dividend date).
Investments recognised at fair value are categorised according to a fair value hierarchy that shows
the extent of judgement used in determining their fair value. Where unadjusted quoted prices are
used in an active market, the investments are categorised as Level 1. When significant inputs
derived from observable market data are used, the investments are categorised as Level 2. If
significant inputs are not based on observable market data, they are categorised as Level 3.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4445
j
All listed equity investments held by Marlin are categorised as Level 1 and all forward foreign
exchange contracts are classified as Level 2 in the fair value hierarchy. There have been no
transfers between levels of the fair value hierarchy during the year (2021: none).
There were no financial instruments classified as Level 3 at 30 June 2022 (2021: none).
2022 2021
$000$000
Investments at Fair Value through Profit or Loss
Financial Assets:
International listed equity investments 175,5 4 4 246,847
Forward foreign exchange contracts 76 4
Total financial assets at fair value through profit or loss 175,620 246,851
Financial Liabilities:
Forward foreign exchange contracts 1,977 2,277
Total financial liabilities at fair value through profit or loss 1,977 2,277
Net changes in fair value of Investments
International listed equity investments (68,035) 79,980
Foreign exchange gains/(losses) on equity investments 20,688 (7,897)
(Losses)/gains on forward foreign exchange contracts (11, 8 2 2) 5,605
Net changes in fair value of investments through profit or loss (5 9,16 9 ) 77,6 8 8
The fair value of 14 stocks was determined using the bid price (2021: 6 stocks).
The notional value of forward foreign exchange contracts held at 30 June 2022 was $91,940,677
( 2 0 21: $113 , 4 4 5 ,741).
NOTE 3 OTHER INCOME/(LOSSES)
2022 2021
$000$000
GST refund (note 11(a)(ii)) - 198
Foreign exchange gains/(losses) on cash and cash equivalents and
outstanding settlements
38 (442)
Total other income/(losses) 38 (244)
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4445
NOTE 4 OPERATING EXPENSES
2022 2021
$000$000
Management fee (note 11(a)(i)) 1,695 2,607
Performance fee (note 11(a)(i)) - 2,883
Administration services (note 11(a)(i)) 159 159
Directors' fees (note 11(b)) 187 176
Custody, accounting and brokerage 364 397
Investor relations and communications 134 132
NZX fees 61 60
Professional fees 39 41
Fees paid to the auditor:
Statutory audit and review of financial statements 48 38
Non-assurance services
1
- 2
Regulatory fees 23 16
Other operating expenses 65 45
Total operating expenses 2,775 6,556
1
Non-assurance services in the prior year relate to agreed upon procedures performed in respect of the
performance fee calculation. No other fees were paid to the auditor.
NOTE 5 TA X ATION
Marlin is a Portfolio Investment Entity (“PIE”) for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantively enacted at
balance date, and any adjustment to tax payable in respect of previous years. Current tax for
current and prior periods is recognised as a liability or asset to the extent that it is unpaid (or
refundable). Deferred tax (if any) is recognised as the difference between the carrying amounts of
assets and liabilities in the financial statements and the amounts used for taxation purposes. A
deferred tax asset is only recognised to the extent it is probable it will be utilised.
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4647
2022 2021
$000$000
Taxation expense is determined as follows:
Operating (loss)/profit before tax (61,248) 71,506
Non-taxable realised gain on financial assets and liabilities (41,312) (28,628)
Non-taxable unrealised (loss)/gain on financial assets and liabilities 88,762 (43,221)
Fair Dividend Rate income 11, 0 2 9 8,965
Exempt dividends subject to Fair Dividend Rate (626) (616)
Non-deductible expenses and other 284 307
Forfeit of tax credits 179 -
Prior period adjustment - (1)
Tax losses utilised - (4)
(Loss for tax purposes)/taxable income (2,932) 8,308
Tax at 28% (821) 2,326
Taxation expense comprises:
Current tax 50 2,327
Deferred tax (871) -
Prior period adjustment - (1)
Total tax (benefit)/expense (821) 2,326
Current tax balance
Opening balance ( 2,179 ) 58
Current tax movements - (2,327)
Ta x pa id 2,179 -
Credits used - 88
Losses utilised - 2
Current tax (payable)/receivable - (2,179)
Deferred tax balance
Opening balance - 1
Current year losses 871 -
Tax credits 9 (1)
Other - -
Deferred tax asset 880 -
j
A deferred tax asset is recognised only if it is probable that future tax profits will be available to
utilise against the deferred tax asset.
Imputation credits
The imputation credits available for subsequent reporting periods total $1 (2021: $2,179,877). This
amount represents the balance of the imputation credit account at the end of the reporting period,
adjusted for imputation credits that will arise from the receipt of dividends recognised as a receivable
at 30 June 2022.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4647
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 6 SHAREHOLDERS’ EQUITY
a. Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares and warrants are shown in equity as a deduction.
When shares are acquired by the Company, the amount of consideration paid is recognised
directly in equity. Acquired shares are classified as treasury stock and presented as a deduction
from share capital. When treasury stock is subsequently sold or reissued, the cost of treasury
stock is reversed and the realised gain or loss on sale or reissue, net of any directly attributable
incremental transaction costs, is recognised within share capital.
Marlin has 200,605,735 fully paid ordinary shares on issue (2021:190,259,965). All ordinary shares
rank equally and have no par value. All shares carry an entitlement to dividends and one vote is
attached to each fully paid ordinary share.
b. Buybacks
Marlin maintains an ongoing share buyback programme. For the year ended 30 June 2022, Marlin did
not acquire any shares (2021: nil) under the programme which allows up to 5% of the ordinary shares
on issue (as at the date 12 months prior to the acquisition) to be acquired. Shares acquired under the
buyback programme are held as treasury stock and subsequently reissued to shareholders under the
dividend reinvestment plan. There were no shares held as treasury stock at balance date (2021: nil).
c. Warrants
On 20 May 2022, 4,817,168 warrants valued at $5,684,258, less exercise costs of $17,904 (net
$5,666,354), were exercised at $1.18 per warrant, and the remaining 42,439,702 warrants lapsed.
On 6 November 2020, 33,399,590 warrants valued at $28,723,647, less exercise costs of $71,879 (net
$28,651,768), were exercised at $0.86 per warrant, and the remaining 3,853,098 warrants lapsed.
d. Dividends
Dividend distributions to the Company’s shareholders are recognised as a liability in the financial
statements in the period in which the dividends are declared by the Marlin Board.
Marlin has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid
during the year comprised:
2022
$000
Cents per
share
2021
$000
Cents per
share
24 Sep 2021 4,795 2.5225 Sep 2020 3 ,12 9 2.06
17 Dec 2021 4,864 2.5418 Dec 2020 4,101 2.20
25 Mar 2022 4,800 2.4926 Mar 2021 4,149 2.21
23 Jun 2022 4,243 2.1325 Jun 2021 4,480 2.37
18,702 9.68 15,859 8.84
e. Dividend Reinvestment Plan
Marlin has a dividend reinvestment plan which provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-day
volume weighted average share price from the date the shares trade ex-entitlement. During the year
ended 30 June 2022, 5,528,602 ordinary shares totalling $7,175,802 (2021: 4,962,578 ordinary shares
totalling $6,258,001) were issued in relation to the plan for the quarterly dividends paid. To participate
in the dividend reinvestment plan, a completed participation notice must be received by Marlin before
the next record date.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4849
NOTE 7 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares on issue during the year. Diluted
earnings per share assumes conversion of all dilutive potential ordinary shares in determining the
denominator. Potential ordinary shares include outstanding warrants.
2022 2021
Basic earnings per share
Net operating (loss)/profit after tax attributable to shareholders of the
Company ($'000)
(60,427) 6 9,18 0
Weighted average number of ordinary shares on issue net of treasury stock (‘000) 192,821 174, 9 4 0
Basic (losses)/earnings per share (31.34c) 39.55c
Diluted earnings per share
Net operating (loss)/profit after tax attributable to shareholders of the
Company ($’000)
(60,427) 6 9,18 0
Weighted average number of ordinary shares on issue net of treasury stock ('000) 192,821 174, 9 4 0
Diluted effect of warrants ('000) - 4,262
192,821 179, 20 2
Diluted (losses)/earnings per share (31.34c) 38.60c
NOTE 8 TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as financial assets at amortised cost and are initially
recognised at fair value, and subsequently measured at amortised cost less any provision for
impairment. Receivables are assessed on a case-by-case basis for impairment.
j
The trade and other receivables’ carrying values are a reasonable approximation of fair value.
2022 2021
$000$000
Related party receivable (note 11(a)(ii)) 1,13 0 -
Other receivables and prepayments 108 111
Total trade and other receivables 1,238 111
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
4849
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 9 TRADE AND OTHER PAYABLES
Trade and other payables are classified as other financial liabilities and are initially recognised at fair
value, and subsequently measured at amortised cost.
j
The trade and other payables’ carrying values are a reasonable approximation of fair value.
2022 2021
$000$000
Dividends payable 29 28
Related party payable (note 11(a)(i)) 201 3 ,15 2
Other payables and accruals 46 47
Total trade and other payables 276 3,227
NOTE 10 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents
Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash
on deposit at banks.
2022 2021
$000$000
Cash - New Zealand dollars 2,434 4,606
Cash - International currency 175 496
Cash and cash equivalents 2,609 5 ,10 2
Reconciliation of Net Operating Profit after Tax to Net Cash Flows
from Operating Activities
Net operating profit after tax (60,427) 6 9,18 0
Items not involving cash flows:
Unrealised losses/(gains) on cash and cash equivalents 2 (9)
Unrealised losses/(gains) on revaluation of investments 88,762 (43,220)
Unrealised (gains)/losses on forward foreign exchange contracts (372) 1,828
88,392 (41,401)
Impact of changes in working capital items
(Decrease) in trade and other payables (2,951) (82)
(Increase)/decrease in trade and other receivables (1,127 ) 1,482
Change in current and deferred tax (3,059) 2,238
( 7,137 ) 3,638
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
5051
2022 2021
$000$000
Items relating to investments
Amount paid for purchases of investments (92,507) (105,043)
Amount received from sales of investments net of realised gains/losses 8 7, 24 2 49,529
Net amount paid on settlement of forward foreign exchange contracts (12,19 4) 7, 4 3 3
Movements in unsettled purchases of investments - 1,519
Movements in unsettled sales of investments - (1,439)
(17, 4 5 9 ) (48,001)
Net cash inflows/(outflows) from operating activities 3,369 (16,584)
NOTE 11 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant
influence over the other party in making financial or operational decisions.
a. Fisher Funds Management Limited
Fisher Funds Management Limited (“Fisher Funds” or “the Manager”) is an entity that provides key
management personnel services to Marlin by virtue of its management agreement.
In return for the performance of its duties as Manager, Fisher Funds is paid the following fees:
Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and
payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the
Manager’s interests with those of the Marlin shareholders. For every 1% underperformance (relative
to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by 0.1%,
subject to a minimum 0.75% per annum management fee.
Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess
returns over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank
Bill Index plus 5%) subject to achieving the High Water Mark (“HWM”). The total performance fee
amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees) and is
settled fully in cash.
The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset
value per share (after adjustment for capital changes and distributions) at the end of any previous
calculation period in which a performance fee was payable, multiplied by the number of shares at the
end of the period.
In accordance with the terms of the Management Agreement, when a performance fee is earned, it is
paid within 60 days of the balance date.
Performance fees paid to the Manager are recognised as an expense in the Statement of
Comprehensive Income and treated in line with a typical operating expense.
Administration fee: Fisher Funds provides corporate administration services and a fee is payable
monthly in arrears.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
5051
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 11 RELATED PARTY INFORMATION CONTINUED
(i) Fees Earned and Payable:
20222021
$000$000
Fees earned by the Manager for the year ended 30 June
Management fees 1,695 2,607
Performance fees - 2,883
Administration services 159 159
Operating expenses 1,854 5,649
For the year ended 30 June 2022, the Manager did not achieve a return in excess of the
performance fee hurdle return and the HWM (2021: excess returns of $62,049,218 were generated).
Accordingly, the Company has not expensed a performance fee (2021: Performance fee of
$2,883,200 was expensed).
Fees payable to the Manager at 30 June
Management fees 188 255
Performance fees - 2,884
Administration services 13 13
Related party payables 201 3 ,15 2
(ii) Other Income Earned and Credit Note
Income Received from the Manager for the Year Ended 30 June 2021
On 30 April 2021, Fisher Funds received a GST refund plus use of money interest (UOMI) from the
Inland Revenue Department (“IRD”). The refund relates to the period 1 April 2004 to 31 July 2009 when
the Manager applied 15% GST on management fees, when a subsequent assessment confirmed the
Manager was entitled to charge only 1.5% GST on management fees. The total GST refund received by
the Manager on behalf of Marlin is $197,560, being overcharged GST refunded of $193,598 and plus
UOMI of $3,962.
The GST refund was received by Marlin in May 2021.
The GST refund and UOMI was excluded from any performance fee calculation, consistent with how
they have been treated in the past given they were not performance related income for the year.
Fees receivable from the Manager 30 June
Management fee credit note 1,13 0 -
Related party receivable 1,13 0 -
Fisher Fund’s management fee was calculated and invoiced at 1.25% of gross asset value, with a
balance date adjustment to reduce the management fee to 0.75% of gross asset value (30 June 2021:
no adjustment) as the gross return underperformed the NZ 90 Day Bank Bill Index by 24.7%. As a
result of the management fee adjustment which had been accrued in the accounts during the year,
Fisher Funds raised a credit note for $1,129,932 at balance date which will be used by the Company to
cover future monthly management fees.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
5253
b. Directors
Marlin considers its Board of Directors (“Directors”) key management personnel. Marlin does not have
any employees.
During the financial year the Directors earned fees for their services of $187,113 (2021: $176,247). The
Directors’ fee pool is $157,500 (plus GST, if any) for the year ended 30 June 2022 (30 June 2021:
$157,500 + GST). There were no Director fees payable at the end of the period (30 June 2021: nil).
Directors’ fees exceed the pool due to the Company temporarily having five directors during the year
between the appointment of David McClatchy (1 July 2021) and the retirement of Carmel Fisher (6
August 2021).
The Directors held shares in the company as at 30 June 2022 which total 0.11% of total shares on
issue (30 June 2021: 3.23%). The reduction in Director shareholding is a result of changes in Directors
during the period. The Directors did not hold warrants in the Company as at 30 June 2022 as there
were no warrants on issue (30 June 2021: 3.25%).
Dividends of $28,860 (30 June 2021: $486,741) were also received by the Directors as a result of their
shareholding during the period.
c. Investment Transactions with Related Parties
Off-market transactions between Marlin and other funds managed by Fisher Funds take place for
the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are
conducted after the market has closed at last sale price (on an arm’s length basis). Purchases for the
year ended 30 June 2022 totalled $169,224 (2021: $1,105,088) and sales totalled $7,322,161 (2021:
$ 4 9 4,16 6 ).
NOTE 12 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment
activities, including market risk, credit risk and liquidity risk.
The Management Agreement between Marlin and Fisher Funds details permitted investments.
Financial instruments currently recognised in the financial statements also comprise cash and cash
equivalents, forward foreign exchange contracts, trade and other receivables and trade and other
payables.
Market Risk
All equity investments present a risk of loss of capital, often due to factors beyond the Company’s
control such as competition, regulatory changes, commodity price changes and changes in general
economic climates domestically and internationally. The Manager moderates this risk through
careful stock selection, diversification, and daily monitoring of the market positions. For corporate
governance purposes there is also regular reporting to the Board of Directors. In addition, the
Manager has to meet the criteria of authorised investments within the prudential limits defined in the
Management Agreement.
The country in which Marlin’s exposure is 10% or greater of the portfolio is the United States 90%
(2021: United States 88%).
Price Risk
Price risk is the risk of gains or losses from changes in the market price of investments. The Company
is exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. There were
no companies individually comprising more than 10% of Marlin’s total assets as at 30 June 2022 (2021:
Meta Platfroms Inc comprised 11%).
Interest Rate Risk
Interest rate risk is the risk of movements in interest rates. Surplus cash is held in interest bearing
foreign currency and New Zealand bank accounts. The Company is therefore exposed to the risk of
changes in interest income from movements in both international and New Zealand interest rates.
There is no hedge against the risk of movements in interest rates.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
5253
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because
of changes in foreign exchange rates. The Company holds assets denominated in international
currencies and it is therefore exposed to currency risk as the value of assets held in international
currencies will fluctuate with changes in the relative value of the New Zealand dollar. The Company
mitigates this risk by entering into forward foreign exchange contracts as and when the Manager
deems it appropriate. At any time during the year the portfolio may be hedged by an amount deemed
appropriate by the Manager.
Sensitivity Analysis
The table below summarises the impact on net operating profit after tax and shareholders’ equity to
reasonably possible changes arising from market risk exposure at 30 June as follows:
2022 2021
$000$000
Price risk
1
International listed equity investmentsCarrying value 175,5 4 4 246,847
Impact of a 20% change in market prices: +/- 3 5 ,10 9 49,369
Interest rate risk
2
Cash and cash equivalentsCarrying value 2,609 5 ,10 2
Impact of a 1% change in interest rates: +/- 26 51
Currency risk
3
Cash and cash equivalentsCarrying value 175 496
Impact of a +10% change in exchange rates (16) (45)
Impact of a -10% change in exchange rates 19 55
International listed equity investmentsCarrying value 175,5 4 4 246,847
Impact of a +10% change in exchange rates (15,959) (22,441)
Impact of a -10% change in exchange rates 19,505 27,427
Forward foreign exchange contractsCarrying value (1,9 01) (2,273)
Impact of a +10% change in exchange rates 8,358 10,378
Impact of a -10% change in exchange rates (10,216) (12,684)
Net foreign currency payables/receivablesCarrying value 86 101
Impact of a +10% change in exchange rates (8) (9)
Impact of a -10% change in exchange rates 10 11
1
A variable of 20% is considered appropriate for market price risk sensitivity analysis based on historical price
movements.
2
A variable of 1% was selected as this is a reasonably expected movement based on historical volatility. The
percentage movement for the interest rate sensitivity relates to an absolute change in interest rate rather than a
percentage change in interest rate.
3
A variable of 10% was selected as this is a reasonably expected movement based on historic trends in exchange
rate movements.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
5455
Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Company. In the normal course of its business, the Company is exposed to credit risk
from transactions with its counterparties.
Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions
in listed securities are paid for on delivery according to standard settlement instructions and are
normally settled within three business days. Dividends receivable are due from listed international
companies and are normally settled within a month after the Ex-Dividend date. The Company
has cash and forward foreign exchange contracts with banks registered in New Zealand, and
internationally, which carry a minimum short-term credit rating of S&P AA- or equivalent.
The Company measures credit risk and expected credit losses using probability of default, exposure
at default and loss given default. Management considers both historical analysis and forward looking
information in determining any expected credit loss. At balance date, cash at bank was held with
counterparties with a credit rating of S&P AA- or equivalent. Trade and other receivables are normally
settled within three business days. Management considers the probability of default to be close to
zero as the counterparties have a strong capacity to meet their contractual obligations in the near
term. As a result, no loss allowance has been recognised based on 12 month expected credit losses
as any such impairment would be wholly insignificant to the Company.
The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the
Statement of Financial Position.
Other than cash at bank, short term unsettled trades and dividends receivable, there are no
significant concentrations of credit risk. The Company does not expect non-performance by
counterparties, therefore no collateral or security is required.
Liquidity Risk
Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash
in order to meet the Company’s financial obligations as they fall due. The Company endeavours to
invest the proceeds from the issue of shares in appropriate investments while maintaining sufficient
liquidity (through daily cash monitoring) to meet working capital and investment requirements. All
trade and other payables have contractual maturities of three months or less.
Liquidity to fund investment requirements can be augmented through the procurement of a debt
facility from a registered bank to a maximum value of 20% of the gross asset value of the Company.
There were no such debt facilities at 30 June 2022 (2021: nil).
All derivative financial liabilities held by the Company have contractual maturities of three months or
less.
There have been no subsequent events to suggest any issues with satisfying working capital and
investment requirements.
Capital Risk Management
The Company’s objective is to prudently manage shareholder capital (share capital, reserves,
accumulated deficits) and borrowings (if any).
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares
and secure borrowings in the short term.
The Company was not subject to any externally imposed capital requirements during the year.
Since announcing a long-term distribution policy in August 2010, the Company continues to pay 2%
of average net asset value each quarter.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
5455
NOTE 13 NET ASSET VALUE
The audited net asset value per share of Marlin as at 30 June 2022 was $0.89 per share (2021:
$1.28), calculated as the net assets of $178,094,948 divided by the number of shares on issue of
200,605,735 (2021: net assets of $244,381,374 and shares on issue of 190,259,965).
NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES
There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2022
(2021: nil).
NOTE 15 SUBSEQUENT EVENTS
Dividend: The Board declared a dividend of 1.85 cents per share on 22 August 2022. The record
date for this dividend is 8 September 2022 with a payment date of 23 September 2022.
Subsequent Performance: As at 16 August 2022 the Marlin unaudited net asset value (NAV) had
increased to $205.1m, up 15.2% from 30 June 2022, due to market movements. Marlin reports its
unaudited NAV to the NZX on a weekly and monthly basis.
There were no other events which require adjustment to, or disclosure, in these financial statements.
FOR THE YEAR ENDED 30 June 2022
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
5657
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Our opinion
In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 30 June 2022, its financial
performance and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards (IFRS).
What we have audited
The financial statements comprise:
• the statement of financial position as at 30 June 2022;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity for the year then ended;
• the statement of cash flows for the year then ended; and
• the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of listed equity investments. This matter was addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on the matter.
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Our opinion
In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 30 June 2022, its financial
performance and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards (IFRS).
What we have audited
The financial statements comprise:
• the statement of financial position as at 30 June 2022;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity for the year then ended;
• the statement of cash flows for the year then ended; and
• the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of listed equity investments. This matter was addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on the matter.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
57
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
5657
PwC 2
Description of the key audit matter How our audit addressed the key audit matter
Valuation and existence of listed equity
investments
Listed equity investments (the investments) are
valued at $176 million and represent 97% of
total assets.
Further disclosures on the investments are
included in note 2 to the financial statements.
This was an area of focus for our audit and an
area where a significant proportion of audit
effort was directed.
As at 30 June 2022, all investments were in
companies that were listed on recognised
stock exchanges and were actively traded with
readily available, quoted market prices. The
market prices were quoted in foreign
currencies, and were then translated to New
Zealand dollars using the exchange rate at 30
June 2022.
All investments are held by Trustees Executors
Limited (the Custodian) on behalf of the
Company. Trustees Executors Limited also
provides administration services for the
Company.
Our audit procedures included updating our understanding of
the business processes employed by the Company for
accounting for, and valuing, its investment portfolio.
We obtained confirmation from the Custodian that the
Company was the recorded owner of all the recorded
investments.
We obtained copies of and assessed Trustees Executors
Limited’s Internal Controls Reports for Custody, Investment
Accounting and Registry services for the period from 1 April
2021 to 31 March 2022. Trustees Executors Limited has
confirmed that there has been no material change to the
control environment in the period from 1 April 2022 to 30
June 2022.
We agreed the price for all investments held at 30 June 2022
and the exchange rate at which they have been converted
from foreign currencies to New Zealand dollars to
independent third-party pricing sources.
Our audit approach
Overview
Materiality Overall materiality: $890,000, which represents approximately 0.5%
of net assets.
We chose net assets as the benchmark because, in our view, the
objective of the Company is to provide investors with a total return on
its assets, taking account of both capital and income returns.
Key audit matters
As reported above, we have one key audit matter, being: Valuation
and existence of listed equity investments.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the financial statements as a whole, taking into account the structure of the Company, the
accounting processes and controls, and the industry in which the Company operates.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
58
PwC 3
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and in aggregate, on the financial statements as a whole.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual report, but does not include the financial statements and our
auditor's report thereon. The Annual report is expected to be made available to us after the date of this
auditor's report.
Our opinion on the financial statements does not cover the other information and we will not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-2/
This description forms part of our auditor’s report.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
59
PwC 4
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Philip Taylor.
For and on behalf of:
Chartered Accountants
22 August 2022
Auckland
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
60
Spread of Shareholders as at 5 August 2022
Holding Range# of Shareholders# of Shares% of Total
1 to 99921182,4790.04
1,000 to 4,9996181,683,9270.84
5,000 to 9,9998005,452,7772.72
10,000 to 49,9992,13 84 9 , 2 0 7, 3 4 024.53
50,000 to 99,99950635,212,17717. 5 5
100,000 to 499,99935066,653,05033.23
500,000 +3042,313,98521.0 9
TOTAL4,653200,605,735100%
20 Largest Shareholders as at 5 August 2022
Holder Name# of Shares% of Total
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>5,836,6062.91
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>3,819,2441.9 0
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
AC C O U N T>
3,786,8861.89
CUSTODIAL SERVICES LIMITED <A/C 4>3,605,0681.8 0
FNZ CUSTODIANS LIMITED3,251,8621.62
ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M
SIMMONDS PARTNERSHIP A/C>
2,802,7391.40
LEVERAGED EQUITIES FINANCE LIMITED2,720,0081.36
JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER
JOHN CLARK <RIORDAN FAMILY A/C>
1,418,3290.71
JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED
<BRIAN CURRIE NO 2 FAMILY A/C>
940,5940.47
RUSSEL ERNEST GEORGE CREEDY939,3940.47
PHILIP MICHAEL EDWARDES938,5050.47
THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN9 0 0 ,15 40.45
MARGARET MASSEY824,3050.41
PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD
<JEM FAMILY A/C>
821,3180.41
LEO ADRIAN KOPPENS750,0000.37
DAVID WILLIAM FREDERICK HAWORTH740,6250.37
LAPAUGE LIMITED719,6150.36
BRIAN MAXWELL CURRIE & J D PATTERSON TRUSTEE LIMITED
<JANET CURRIE FAMILY A/C>
702,7060.35
DEREK JOHN SMITH & MAUREEN MARGARET SMITH676,0000.34
ERICA DAWNE HASTIE650,0000.32
TOTAL36,843,95818.38
SHAREHOLDER INFORMATION
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
61
Directors’ Relevant Interests in Equity Securities as at 30 June 2022
STATUTORY INFORMATION
Interests Register
Marlin is required to maintain an interests register in which the particulars of certain transactions and matters
involving the directors must be recorded. The interests register for Marlin is available for inspection at its registered
office. Particulars of entries in the interests register as at 30 June 2022 are as follows:
Shares
Held Directly
R A Coupe
(1)
8 8,817
C A Campbell
(2)
139,457
D M McClatchy
(3)
2,234
F A Oliver
(4)
0
(1)
R A Coupe purchased 2,436 shares on market in the year ended 30 June 2022 as per the Marlin share purchase plan
(purchase price $1.53). R A Coupe acquired 5,437 shares in the year ended 30 June 2022, issued under the dividend
reinvestment plan (average issue price $1.29). R A Coupe exercised 15,979 warrants in the year ended 30 June 2022.
(2)
C A Campbell purchased 2,436 shares on market in the year ended 30 June 2022 as per the Marlin share purchase plan
(purchase price $1.53). C A Campbell acquired 8,522 shares in the year ended 30 June 2022, issued under the dividend
reinvestment plan (average issue price $1.29). C A Campbell exercised 25,367 warrants in the year ended 30 June 2022.
(3)
D M McClatchy purchased 2,110 shares on market in the year ended 30 June 2022 as per the Marlin share purchase plan
(purchase price $1.53). D M McClatchy acquired 124 shares in the year ended 30 June 2022, issued under the dividend
reinvestment plan (average issue price $1.24).
(4)
F A Oliver joined the board on 1 June 2022 and does not currently hold any Marlin shares.
Directors Holding Office
Marlin’s directors as at 30 June 2022 were:
• R A Coupe (Chair)
• C A Campbell
• D M McClatchy
• F A Oliver
During the year, David McClatchy was appointed as an independent director (effective 1 July 2021) and Carmel
Fisher retired as a director (effective 6 August 2021).
On 18 January 2022, Alistair Ryan (Chair of Marlin since 2012) announced that he would not be seeking re-election
at this year’s annual meeting and retired from the board, effective 1 June 2022. Andy Coupe, an independent
director of Marlin since 2013, succeeded Alistair Ryan as Chair from 1 June 2022.
On 14 March 2022, the board of Marlin announced the appointment of Fiona Oliver as an independent director,
effective 1 June 2022. In accordance with the Marlin constitution and NZX Listing Rules, Fiona Oliver will stand for
election at the 2022 Annual Shareholders’ Meeting.
In accordance with the Marlin constitution and NZX Listing Rules, David McClatchy was elected as a director at the
2021 Annual Shareholders’ Meeting and Carol Campbell was re-elected as a director at the meeting.
Directors’ Indemnity and Insurance
Marlin has arranged Directors’ and Officers’ liability insurance covering directors acting on behalf of Marlin. Cover
is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful acts
committed while acting for Marlin. The types of acts that are not covered include dishonest, fraudulent, malicious
acts or omissions, and wilful breach of statute or regulations.
Marlin has granted an indemnity in favour of all current and future directors of the Company in accordance with its
constitution.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
62
Directors’ Relevant Interests
The following are relevant interests of Marlin’s Directors as at 30 June 2022:
R A CoupeKingfish LimitedChair
Barramundi LimitedChair
Coupe Consulting LimitedDirector
Briscoe Group Limited Director
Television New Zealand LimitedChair
Public Media Establishment BoardDirector
C A CampbellKingfish LimitedDirector
Barramundi LimitedDirector
T&G Global LimitedDirector
Hick Bros Holdings Limited & subsidiary companies Director
Woodford Properties 2018 LimitedDirector
alphaXRT LimitedDirector
New Zealand Post LimitedDirector
Kiwibank LimitedDirector
Asset Plus LimitedDirector
Nica Consulting LimitedDirector
NZME LimitedDirector
Cord Bank LimitedDirector
T&G Insurance LimitedDirector
Bankside Chambers LtdDirector
Chubb Insurance New Zealand LimitedDirector
D M McClatchyKingfish LimitedDirector
Barramundi LimitedDirector
Guardians of NZ SuperannuationDirector
Trust Investment ManagementDirector
F A OliverKingfish LimitedDirector
Barramundi LimitedDirector
Gentrack Group LimitedDirector
First Gas GroupDirector
BNZ Life Insurance LimitedDirector
BNZ Insurance Services LimitedDirector
Freightways LimitedDirector
Wynyard Group Limited (in liquidation)Director
New Zealand Water PoloDirector
STATUTORY INFORMATION CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
63
Auditor’s Remuneration
During the 30 June 2022 year, the following amounts were paid/payable to the auditor,
PricewaterhouseCoopers New Zealand.
$000
Statutory audit and review of financial statements48
Other assurance services0
Non assurance services0
PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under
the Auditor Regulation Act 2011.
Donations
Marlin did not make any donations during the year ended 30 June 2022.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
64
Registered Office
Marlin Global Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
Directors
Independent Directors
Andy Coupe (Chair)
Carol Campbell
David McClatchy
Fiona Oliver
Corporate Management Team
Wayne Burns
Beverley Sutton
Manager
Fisher Funds Management
Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
Share Registrar
Computershare Investor
Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
A u c k l a n d 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
For more information
For enquiries about transactions, changes of address, and dividend payments, contact the share registrar
above. Alternatively, to change your address, update your payment instructions, and to view your investment
portfolio including transactions online, please visit: www.investorcentre.com/NZ
For enquiries about Marlin contact
Marlin Global Limited
Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 93502, Takapuna, Auckland 0740
Phone: +64 9 484 0365 | Email: enquire@marlin.co.nz
Auditor
PricewaterhouseCoopers
New Zealand
Level 27
P w C Towe r
15 Customs Street West
Auckland 1010
Solicitor
Bell Gully
Level 21
48 Shortland Street
Auckland 1010
Banker
ANZ Bank New Zealand Limited
23 – 29 Albert Street
Auckland 1010
Nature of Business
The principal activity of
Marlin is investment in
quality, growing companies
based outside New Zealand
and Australia.
The information contained in this annual report is provided for information purposes only and does not constitute an offer,
invitation, basis for a contract, financial advice, other advice, or recommendation to conclude any transaction for the purchase
or sale of any security, loan, or other instrument. In particular, the information contained in this annual report is not financial
advice for the purposes of the Financial Markets Conduct Act 2013, as amended, and should not be relied upon when making
an investment decision. Professional financial advice from a financial adviser should be taken before making an investment.
DIRECTORY
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2022
l
65
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.