Kingfish 2023 Annual Report
ANNUAL REPORT
2023
31 MARCH
2
CALENDAR
Next Dividend Payable
23 JUNE 2023
Annual Shareholders’ Meeting
Ellerslie Event Centre, Auckland
4 AUGUST 2023, 10:30AM
Interim Period End (1H24)
30 SEPTEMBER 2023
03About Kingfish
06Directors’ Overview
10Manager’s Report
18The STEEPP Process
20Kingfish Portfolio Stocks
26Board of Directors
27Corporate Governance Statement
34Directors’ Statement of Responsibility
35Financial Statements
53Independent Auditor’s Report
57Shareholder Information
58Statutory Information
61Directory
CONTENTS
Andy Coupe
Chair
Carol Campbell
Director
This report is dated 26 June 2023 and is
signed on behalf of the Board of Kingfish
by Andy Coupe, Chair, and Carol
Campbell, Director.
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ANNUAL REPORT
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3
ABOUT KINGFISH
Kingfish Limited (“Kingfish” or “the Company”) is a listed investment
company that invests in quality, growing New Zealand companies. The
Kingfish portfolio is managed by Fisher Funds Management Limited
(“Fisher Funds” or “the Manager”), a specialist investment manager
with a track record of successfully investing in growth company shares.
Kingfish listed on NZX Main Board on 31 March 2004 and may invest
in companies that are listed on a New Zealand stock exchange or
unlisted companies.
INVESTMENT OBJECTIVES
The key investment objectives of Kingfish are to:
»achieve a high real rate of return, comprising both income and capital
growth, within risk parameters acceptable to the directors; and
»provide access to a diversified portfolio of New Zealand quality
growth stocks through a single tax efficient investment vehicle.
INVESTMENT APPROACH
The investment philosophy of Kingfish is summarised by the following
broad principles:
»invest as a medium to long-term investor exiting only on the basis of
a fundamental change in the original investment case;
»invest in companies that have a proven track record of growing
profitability; and
»construct a diversified portfolio of investments based on the ‘STEEPP’
investment criteria (see pages 18 and 19).
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-
$
19.5m
Net loss
-18.8
%
Total shareholder return
-2.7
%
Gross performance return
$
1.40
NAV per share
$
1.32
Share price
-3.6
%
Adjusted NAV return
DIVIDENDS PAID
DIVIDENDS PAID DURING THE YEAR ENDED 31 MARCH 2023 (CENTS PER SHARE)
Total dividends of 11.64 cps were paid during the financial year (2022: 14.34 cps)
23 June
2022
3.16
cps
23 September
2022
2.83
cps
16 December
2022
2.86
cps
24 March
2023
2.79
cps
FOR THE 12 MONTHS ENDED 31 MARCH 2023
AT A GLANCE
AS AT 31 MARCH 2023
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Mainfreight
17
%
Infratil
17
%
Auckland
International
Airport
9
%
Fisher & Paykel
Healthcare
16
%
Summerset
9
%
AS AT 31 MARCH 2023
LARGEST INVESTMENTS
AS AT 31 MARCH 2023
SECTOR SPLIT
Healthcare 32%
Industrials 31%
Utilities 23%
Consumer Staples 7%
Information Technology 3%
Financials 2%
Cash 2%
These are the five largest percentage holdings in the Kingfish portfolio. The full Kingfish portfolio and percentage
holding data as at 31 March 2023 can be found on page 17.
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“It has been a
challenging year for
the New Zealand
listed equities market,
which disappointingly
has resulted in a net
loss for Kingfish (after
expenses, fees and tax)
o f $19. 5 m .”
DIRECTORS’ OVERVIEW
Andy Coupe
Chair
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Investors have experienced another tough year, with
markets being driven by a myriad of factors. These
included recession concerns, rapidly rising interest rates
in response to inflation, the geo political uncertainty in
Europe, and the ongoing normalisation of conditions
post COVID induced irregularities. In March, just before
the end of the Kingfish financial year, we saw both US
and European central banks undertake action to avoid a
banking liquidity crisis, which in turn led to a further fall
in global investor and consumer confidence.
During these periods of macro-economic change and
uncertainty we often see equity markets become driven
by sentiment towards short-term events and earnings
risk, rather than longer-term fundamentals, leading
to increased volatility. Some high quality, established
and profitable companies have seen their shares sold
down alongside their more speculative counterparts,
while their longer-term prospects are unchanged. The
Manager believes that Kingfish remains well-placed,
by virtue of the quality of the portfolio companies'
business models and their attractive long-term runways
for earnings growth. These factors, when combined
with more favourable valuations, means the current
environment presents an attractive opportunity for
patient investors.
Notwithstanding these share market challenges, the
directors are disappointed to report a reduction in
Kingfish Limited’s Net Asset Value (NAV) for the year,
from $505 million to $462 million. The Kingfish portfolio
recorded a negative 2.7% Gross Performance Return
1
and a negative 3.6% Adjusted Net Asset Value (NAV)
Return
2
. It is always disappointing to record a negative
return for any reporting period, however we note that
the Kingfish performance was broadly in-line with the
S&P/NZX50 benchmark which was negative 1.9%
for the same period. It is also relevant to note that the
Kingfish annualised adjusted NAV performance over
the longer term of three and five years, being 9.5% and
9.1%, are 2.8 and 1.7 percentage points above the
S&P/NZX50G index for those same three and five-year
periods of 6.7% and 7.4%.
Revenues and Expenses
The 2023 net loss result comprised losses on investments
of $23.7m, operating expenses and tax of $4.8m, less
dividend and interest income of $9.0m.
Overall operating expenses were $1.9m lower than the
corresponding period, mainly due to lower management
fees.
The management agreement fee rebate formula
has reduced the Kingfish annual management fee
from 1.25%pa to 0.75%pa, a saving of $2.3m. This
adjustment occurred because the gross performance
return of the Kingfish portfolio for the year was 6.1
percentage points below the change in the S&P/NZX
Bank Bill 90day index for the year (3.2%)
3
.
Dividends
Kingfish continues to distribute 2.0% of average net asset
value per quarter, as shareholders consistently express
the attraction of receiving the regular distributions. Over
the 12-month period to 31 March 2023, Kingfish paid
11.64 cents per share in dividends (2022:14.34 cps).
The next dividend will be 2.82 cents per share, payable
on 23 June 2023 with a record date of 8 June 2023.
Kingfish has a dividend reinvestment plan which
provides shareholders with the option to reinvest all or
part of any cash dividends in fully paid ordinary shares.
Full details of the dividend reinvestment plan
4
can be
found in the Kingfish Dividend Reinvestment Plan Offer
Document, a copy of which is available at www.kingfish.
co.nz/investor-centre/capital-management-strategies.
Warrants
The most recent warrant issued by Kingfish (KFLWG) was
out-of-the-money on its exercise date of 18 November
2022, and therefore only 133,568 (0.17%) of the 79
million warrants were exercised. Warrants continue to be
a part of the overall capital management programme.
1
The Gross Performance Return is the portfolio performance before expenses, fees and tax. It is an appropriate return measure for
assessing the Manager’s performance against an index or benchmark.
2
The Adjusted Net Asset Value is the underlying performance of the investment portfolio adjusted for dividends, (and other
capital management initiatives) and after expenses, fees and tax.
3
The management fee reduces by 0.10% for each 1.0% pa that the gross return (expressed as a percentage of the gross asset
value at the beginning of the financial year) achieved on the portfolio, is less than the change in the S&P/NZX Bank Bill 90 Day
Index over the year. Subject to a minimum 0.75% pa management fee.
4
Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Kingfish or Computershare
Investor Services Limited.
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FIGURE 1: FIVE-YEAR PERFORMANCE SUMMARY
Corporate Performance
For the year ended 31 March20232022202120202019
5 years
(annualised)
Total Shareholder Return(18.8%)0.02%6 5.1%7. 2 %13.5%10.3%
Adjusted NAV Return(3.6%)(3.5%)41.1%0.4%1 7. 6 %9.1%
Dividend Return
1
7. 7 %7. 4 %7. 7 %8.5%8.6%
Net (Loss) / Profit ($19. 5 m )($17.3m)$142.7m$1.7m$ 4 7.1 m
Basic Earnings per Share-6.00cps-5.49cps56.28cps0.75cps24.24cps
OPEX ratio0.9%1.1%2.9%1.5%3.0%
OPEX ratio (before performance fee)0.9%1.1%1.5%1.5%1.5%
As at 31 March20232022202120202019
NAV (as per financial statements)$1.40$1.58$1.7 7$1.39$1.57
Adjusted NAV$6.30$6.53$6.77$4.80$4.78
Share price$1.32$1.75$1.90$1.29$1.35
Warrant price-$0.05-$0.03$0.06
Share price discount / (premium) to NAV
2
5.7%( 11. 6 % )( 7. 3 % )6.7%13.1%
DIRECTORS’ OVERVIEW CONTINUED
Andy Coupe / Chair
Kingfish Limited
26 June 2023
Share Buybacks
The share buyback programme
5
is another part of
Kingfish’s capital management. During the 12 months to
31 March 2023, the share price was never at a discount
of greater than 6% when compared to the adjusted
NAV, and therefore there were no buybacks, (FY22:Nil).
Subsequent to 31 March 2023, the company has bought
back 379,378 shares in the period to 31 May 2023.
Annual Shareholders’ Meeting
The 2023 annual shareholders’ meeting will be held
on Friday 4 August at 10:30am at the Ellerslie Event
Centre in Auckland and online. All shareholders are
encouraged to attend, with those who are unable to
attend either form of the meeting invited to cast their vote
on company resolutions prior to the meeting.
Conclusion
The year ended 31 March 2023 was yet another
challenging period for the New Zealand share market.
Notwithstanding the changeable market conditions
over the period, your directors remain confident in
the strategy of focusing on well-managed, quality
businesses, whose sustainable competitive advantages
enable them to adapt and respond to an ever-changing
environment over the medium to long term.
We would like to thank you for your continued support
and look forward to seeing many of you at the annual
meeting on 4 August.
On behalf of the Board,
5
Shares purchased under the buyback programme are held
as treasury stock and subsequently utilised under the dividend
reinvestment plan.
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Non-GAAP Financial Information
Kingfish uses the following non-GAAP measures:
» adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation decisions after
expenses, fees and tax,
»adjusted NAV return – the percentage change in the adjusted net asset value,
»gross performance return – the Manager’s portfolio performance in terms of stock selection before expenses, fees and tax,
»total shareholder return – the return combines the share price performance, the warrant price performance, the net value of
converting any warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the
Company’s dividend reinvestment plan, and that shareholders exercise their warrants, (if they were in the money), at warrant
expiry date,
»OPEX ratio – the percentage of Kingfish’s assets used to cover operating expenses, excluding tax and brokerage, and
»dividend return – how much Kingfish pays out in dividends each year relative to its average share price during the period.
(Dividends paid by Kingfish may include dividends received, interest income, investment gains and/or return of capital.)
All references to adjusted net asset value, gross performance return and total shareholder return in this Annual Report are to
such non-GAAP measures. The calculations applied to non-GAAP measures are described in the Kingfish Non-GAAP Financial
Information Policy. A copy of the policy is available at https://www.kingfish.co.nz/about-kingfish/kingfish-policies.
FIGURE 2: TOTAL SHAREHOLDER RETURN
Share Price/Total Shareholder Return
Total Shareholder ReturnShare Price
$
9.00
$
8.00
$
7.00
$
6.00
$
5.00
$
4.00
$
3.00
$
2.00
$
1.00
$
0.00
Mar
2016
Mar
2019
Mar
2020
Mar
2021
Mar
2022
Mar
2023
Mar
2004
Mar
2005
Mar
2006
Mar
2007
Mar
2008
Mar
2009
Mar
2010
Mar
2 011
Mar
2012
Mar
2013
Mar
2014
Mar
2015
Mar
2017
Mar
2018
Manager Performance
For the year ended 31 March20232022202120202019
5 years
(annualised)
Gross Portfolio Performance (before
expenses, fees and tax)(2.7%)(2.5%)46.0%2.9%21.2%11. 5 %
S & P/N Z X 5 0 G(1.9%)(3.6%)28.2%(0.5%)18.3%7. 4 %
Performance fee hurdle / Benchmark Rate
3
10.2%7. 5 %7. 3 %8.6%9.0 %
NB: All returns have been reviewed by an independent actuary.
1
Kingfish’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year.
(The dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied).
2
Share price discount / (premium) to NAV (including warrant price on a pro-rated basis).
3
The performance fee hurdle is the Benchmark Rate (the change in the NZ 90 Day Bank Bill Index +7%).
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Matt Peek
Portfolio Manager
“While it was a challenging
year in financial markets,
Kingfish’s portfolio
companies continued
to focus on positioning
themselves to create future
value for shareholders.”
MANAGER’S REPORT
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SUMMARY AND MARKET REVIEW
The last year and a half in global markets has been
tough. The New Zealand market has not been immune
but has held up better.
During the financial year to 31 March 2023, the New
Zealand share market benchmark
1
fell by -1.9%, and
Kingfish was slightly lower at -2.7% (gross performance
return). By comparison, the MSCI World index, which
measures developed world markets, was down -7.0%.
The financial year began with global markets lacking
in confidence. Inflation was rising and concerns were
growing that it could only be contained by much more
restrictive monetary policy by central banks. Higher
interest rates impact the markets negatively in two
key ways. Firstly, higher interest rate settings tend to
weigh on global economic growth, which means a less
conducive environment for companies to do business.
Secondly, the valuation of most financial assets (shares
and bonds) falls as interest rates rise, as the discount
rate applied to future cash flows increases.
To add to this, Russia invaded Ukraine in late February
2022. While most thought it would be over relatively
quickly, that proved not to be the case and sadly the
conflict is still ongoing at the time of writing. This has
disrupted global energy markets, pushing the cost of oil
up significantly from already elevated levels, adding
additional inflationary pressures and a headwind to
economic activity.
Domestically, the Reserve Bank of New Zealand moved
to address inflation with restrictive monetary policy,
hiking the Official Cash Rate more aggressively than
expected. Higher interest rates naturally led to concerns
that this could precipitate a recession, given New
Zealand households are highly indebted. Alongside
the prospect of falling house prices, these rising interest
rates acted to reduce discretionary spending in the
economy.
In the first half of the year, against this backdrop, the
NZ market
1
fell -8.6%.
In the second half of the year, data began to show
inflation had peaked and was starting to reduce, which
saw those key longer-term interest rates stabilise, albeit
at considerably higher levels.
Despite continued negative headlines in the second
half of the 2023 financial year, the New Zealand share
market rose +7.4%
1
due to the improving inflationary
backdrop and rising global markets.
THE KINGFISH PORTFOLIO YEAR
IN REVIEW
It has been a tricky environment for growth orientated
investors, including Kingfish.
In the 2023 financial year, Kingfish’s performance was
negatively impacted by the interest rate and housing
market effect on the retirement village companies and
more economically sensitive names like Mainfreight and
Freightways.
Positive performers in the portfolio came in three buckets.
Firstly, more defensive growth/infrastructure companies
such as Infratil and Auckland Airport performed
well. Secondly, less economically sensitive healthcare
companies EBOS and Fisher & Paykel Healthcare
continued to grow as pharmacy volumes and the number
of respiratory patients rose with a growing and ageing
population. Thirdly, some companies’ performance
benefited from ‘self help’ initiatives such as a2 Milk, which
is back to growth under its new management team, and
Pushpay, which solicited takeover offers during the year.
While it was a challenging year in financial markets,
Kingfish’s portfolio companies continued to focus
on positioning themselves to create future value for
shareholders.
1
S&P/NZX 50 gross index excluding imputation credits.
Chart: Despite a tough 2023 financial year, the New Zealand market held up better than global markets
31-Mar-22 30-Jun-22 30-Sep-22 31-Dec-22 31-Mar-23
105
100
95
90
85
80
75
-1.9%
-7.0%
S&P/NZX 50 MSCI World
Second half: +7.4%
First half: -8.6%
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Chart: Portfolio Company Total Share Returns (year to 31 March 2023)
MANAGER’S REPORT CONTINUED
While we rejected the initial takeover bid of $1.34, we
voted in favour of the revised $1.42 offer with the view
it was the best option for Kingfish shareholders.
EBOS
Over the last 12 months, EBOS (+15%) delivered the
operating performance you would expect from a
high-quality defensive growth business, being solid
organic growth. Pleasingly, its significant LifeHealthcare
medical device distribution business performed in
line with expectations at the time of its acquisition in
late 2021 and has improved the diversity and growth
options for the business.
The underlying pharmaceutical wholesale market
continues to benefit from strong sales of antiviral
medicines and high value speciality medicines. Outside
of Community Pharmacy, EBOS continues to gain
market share in its Contract Logistics business and the
company has also successfully brought its pet food
manufacturing in house which has allowed it to capture
further profit margin in its Animal Care division.
PERFORMANCE HIGHLIGHTS
Pushpay
The best performer in the Kingfish portfolio for the
year was Pushpay (+22% total share return) after it
received a takeover offer during the year, which was
subsequently completed in May 2023.
The possibility of a takeover dominated newsflow and
share price action for Pushpay over the last year, with
the company finally taken private in late May 2023 for
$1.42 per share. It took over a year from the company
announcing it had received approaches from interested
third parties to shareholders accepting a revised offer.
Pushpay remains the leader in software for churches
to manage their congregation and receive donations.
The business is still the leader in its sector, though
competitors have been catching up in more recent
times. The company has further runway for future
growth, although this is contingent on successfully
gaining traction in the Catholic sector. It was
disconcerting through the takeover process to see the
board seemingly unwilling to back the business and
management to achieve its growth aspirations.
Pushpay
EBOS
Infratil
Fisher & Paykel Healthcare
Auckland Airport
The a2 Milk Company
Meridan Energy
Port of Tauranga
Contact Energy
Mainfreight
Freightways
Summerset
Vista
Delegat
Ryman
+22%
+15%
+14%
+12%
+11%
+11%
+8%
+4%
-1%
-14%
-21%
-23%
-25%
-36%
-39%
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Fisher & Paykel Healthcare
Fisher & Paykel Healthcare (FPH, +12%) recovered
from a tough start to the year as operating conditions
returned to normal after a couple of years heavily
influenced by COVID waves. The company emerged
from an ebb in demand in the first half to bounce back
strongly in the second as it continues to change clinical
practice and sell more of its respiratory equipment
globally.
As we have previously discussed, FPH performed
exceptionally during COVID, as sales for its high flow
nasal oxygen therapy products Airvo (the hardware)
and Optiflow (the consumables) exploded in response
to the pandemic.
Hardware sales were subsequently expected to be
muted for a time as hospitals globally digested 10
years’ worth of hardware sales in around two years.
However, hardware sales have held up better than
expected and remain ahead of pre-COVID levels,
supported by new product launches plus equipment
upgrades and expansions across the company’s large
and diverse global customer base.
Consumable sales have been more unpredictable than
expected. In the first half of the financial year, hospitals
reduced their nasal high flow consumables stocks after
later COVID variants proved far less severe which
impacted the company’s sales. In addition, indirect
COVID-induced irregularities such as fatigue and
understaffing of medical professions have hampered
changing clinical practice. This has tempered hardware
utilisation and short-term sales expectations for
consumables, as the global healthcare system takes
time to settle into more normal conditions.
Despite some greater than expected volatility in
earnings in the short term, FPH continues to invest
for the future. Its growth aspirations remain to
sustainably double every 5-6 years, which translates
to growth of around 12-14% annually. During the
year, it announced several new products, including
Switch & Trace, which solve common headaches for
anaesthesiologists. These products facilitate use of
FPH’s Optiflow high flow nasal oxygen system in this
large and underpenetrated market. The anesthesia
market is estimated to be around 50 million patients
per year which translates to NZ$5 billion annual sales
potential. This further extends FPH’s long runway for
growth to a total addressable market to over NZ$25
billion and 250 million patients (and growing) across
both its Hospital and Homecare divisions.
Infratil
Infrastructure investment company Infratil (+14%)
delivered another significant year of investment and
divestment activity, while its key portfolio assets
generally continued to grow and perform well
regardless of the economic climate.
One NZ (formerly Vodafone) sold its mobile tower
assets, realising value equivalent to around 80% of
Infratil's original purchase price whilst foregoing only
around 10% of the earnings. This provided Infratil with
a meaningful cash position at a time when debt levels
were a growing headache for many other companies.
Infratil’s US-based renewable electricity developer
Longroad Energy raised US$500 million to accelerate
its growth plans, at significantly higher valuation to
what Infratil paid when it first invested in 2016. With
the energy transition in the United States still being
in its early stages, and the US Government starting
to meaningfully incentivise renewable electricity
developments, Longroad Energy has a particularly
exciting future ahead of it.
During the year, Infratil also announced the
establishment of an Australian renewable energy
platform (Mint Renewables) to be chaired by Deion
Campbell, former CEO of Tilt Renewables. Like the US,
Australia needs to build a large number of renewable
energy projects over the next decade to transition
towards renewables, which are only around 30% of
electricity generation currently, as the country still gets
around half its power from burning coal.
Canberra Data Centres (CDC) is still Infratil’s largest
investment. It’s a great example of the investment
opportunities within its existing portfolio. Having just
completed around $1 billion of investment in data
centres in Western Sydney, CDC expects to invest
a similar amount in coming years as it expands its
business in Auckland and Melbourne. Demand for
data centre capacity is still very strong, with data
sovereignty and security trends reinforcing CDC's value
proposition to government and critical infrastructure
clients.
Auckland Airport
Auckland Airport (+11%) was a positive contributor to
returns as it continues to recover financially following
the impact of reduced international passenger numbers
as a result of COVID border closures.
Travel is back – and it seems this time it’s for real.
After several years of border restrictions and
domestic lockdowns, New Zealand has opened up
for unrestricted travel. Airlines have taken time to
re-establish their networks, with Air New Zealand
bringing back its last plane from the desert in May
2023.
International passengers had recovered to 76% of
2019 levels by March 2023, and airline capacity data
suggests this will reach around 90% later in 2023.
New Zealand's destination attractiveness remains
strong, with many countries’ inbound passenger arrivals
close to pre-COVID levels. Chinese passenger numbers
are finally beginning to pick up, after a prolonged
period where the country took a more cautious stance
on resuming international travel.
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MANAGER’S REPORT CONTINUED
Auckland Airport is beginning the next phase of
terminal expansion, announcing a $3.9 billion capital
programme over the next half-decade. This includes
$2.2 billion to replace the domestic terminal which
is now over 50 years old! This investment will allow
Auckland Airport to significantly lift airport charges to
earn an appropriate return on the capital invested.
The a2 Milk Company
The a2 Milk Company (+11%) is back on a growth
trajectory under its refreshed management team,
primarily off the back of market share gains in the
Chinese infant formula sector.
The brand’s ‘a2 Platinum’ English Label brand has
always had a fairly strong position in the cross-
border e-commerce and daigou segments of the
market. However, most of the company’s ongoing
growth is coming from its Chinese Label ‘a2 Zhichu’
brand in more traditional channels – that is, high end
supermarkets, specialist ‘Mother & Baby’ stores, and
also increasingly domestic e-commerce platforms.
The company’s China-based team has continued to
raise brand awareness and rate of trial by customers
over time to new highs. This has enabled market share
to grow at strong rates from low levels. a2 still only
has around 3% market share in these channels so there
is plenty of scope for further growth, especially as
many historically popular international brands are on
the wane. Moving forward, the management team is
focused on launching entry level and super premium
products to supplement the growth of its existing
brands.
Meridian Energy
Renewable electricity company Meridian (+8%)
benefited from elevated electricity prices during the
year. This upward pressure on prices in recent times
has been the result of relatively stable national demand
for electricity, the higher cost of supply for thermal
generators (due to shortages in gas fields and coal
prices spiking subsequent to the war in Ukraine), and
the lead time for new low-cost renewable generation to
come online.
Over time, the country that requires a significant
amount of new generation capacity is built to meet
demand growth from the progressive electrification
of the vehicle fleet and the transition away from
other non-renewable energy sources such as thermal
heating. In this regard, Meridian has been developing
its Harapaki wind farm, which is expected to be
commissioned in 2024.
Port of Tauranga
Port of Tauranga (+4%) is slowly emerging from
COVID-related supply chain challenges. These
challenges included ships skipping some New Zealand
ports, storage yards getting clogged with shipping
containers, and poor cost and efficiency outcomes due
to the scarcity of labour. New Zealand ports began the
re-establishment of berthing windows (fixed schedules
for ship arrivals) in March 2023, a significant step
towards returning to normal patterns of activity and
efficiency.
Port of Tauranga has also seen a move towards more
rational competition from Ports of Auckland, which has
lifted its charges in a long overdue move to address
its poor financial performance. The Port of Tauranga
also lifted charges to recover increased labour and rail
costs. The company’s pricing power is an important
feature of its investment case, and is helping it continue
to grow earnings in an environment where cargo
volume growth is subdued.
PERFORMANCE LOWLIGHTS
Summerset and Ryman Healthcare
It was a challenging year for retirement villages
Summerset (-23%) and Ryman Healthcare (-39%).
The headwinds from the slower housing market
persisted through the year. REINZ data shows that by
the end of the 2023 financial year, New Zealand’s
housing market index had fallen around -17% from its
November 2021 peak, with the Auckland market down
around -22%. This saw a halt to the operators’ ability
to continue to increase unit prices, although overall
the sector has not had to reduce prices as they did not
increase as rapidly as the broader housing market in
recent years.
In addition, sales volumes have fallen to levels last
seen back in the Global Financial Crisis (2008-2009)
as many would-be buyers wait on the sidelines and
vendors are reluctant to drop their asking price. This
environment meant that prospective retirement village
residents struggled to sell their houses and generally
took longer to settle on units.
Ryman in particular felt the acute impact of this, as it
came into the year with a higher level of debt, and
more apartments in urban locations. As cash proceeds
took longer to be realised, Ryman saw its debt levels
rise higher and faster than expected. In January 2023,
the company raised around $900 million to restore
its balance sheet and re-calibrate its growth plans.
We reduced Kingfish’s shareholding in Ryman as the
situation deteriorated.
Summerset remains confident in its balance sheet, with
a diversified build programme focused on less capital-
intensive broadacre sites. It also expects to deliver its
first Australian units for sale by the end of the calendar
year.
Despite the challenge at present, the retirement village
business model is still attractive. The operators are
still seeing strong levels of interest from prospective
residents. Underlying demand is set to increase strongly
over coming decades as the population ages. The
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companies’ reputations have been reinforced through
COVID and the support they provided residents in
recent weather events here in New Zealand. The
companies have recently been valued at the cheapest
valuations that they ever have on account of poor
sentiment around the housing market. Overall, both
companies are well positioned for the future.
Delegat Group
Oyster Bay owner Delegat (-36%) continues to grow its
premium wine business off the back of continued strong
growth in the North American market. However, during
the year, it has had to contend with cost pressures and
work through the impact from a lower than expected
harvest in 2021, which reduced profit margins.
The US market is still seeing consumers migrate towards
‘premium’ wines (US$10+ price point), which only
have about half the representation of other similar
markets. Also, the American consumer is coming from
a legacy position of having a large historical exposure
to Californian chardonnay. However, the consumer
is continuing to shift more towards different varietals
to what they have traditionally consumed, and from
other regions. So, while it is well established here in
New Zealand, overall Oyster Bay’s range including
sauvignon blanc and pinot gris continue to have
significant runway for further growth in the US.
Meanwhile, the company has continued to invest
ahead of time to be able to grow production to match
its future demand projections. This includes acquiring
land to convert to vineyards and expanding its wineries
as volumes scale up. While the company is currently
selling around 3.5 million 12-bottle cases per year, this
positions it well for growth towards 5 million over time.
Vista
Movie theatre software provider Vista (-25%) has
had to contend with escalating costs of software
developers, ahead of benefiting from the increased
revenues its transition to a software subscription based
model will bring.
During the year, Vista made progress against its key
medium-term objective of signing up customers to its
upgraded Cloud and Digital products, which replace
its legacy ‘on premise’ systems. The new products
provide customers with a solution that overall has more
functionality and requires less in-house IT resources to
support.
Early adopters have signed on to upgrade to the
new platform including the largest Canadian chain,
Cineplex, an existing Vista customer.
The transition to a fully cloud-based software-as-a-
service model over the coming years will see the
company significantly grow its revenue and profitability
as more customers adopt the new products.
Freightways
Freightways (-21%) is one of the two largest players in
the New Zealand courier market. Over the last couple
of years, the company has grown volumes from the
tailwind of consumers increasingly embracing shopping
online and having purchases delivered by courier.
However, this tailwind turned to a headwind during the
year.
The retail sector only comprises around a quarter of
the company’s network courier volumes, with large
exposures to more resilient sectors including automotive
and pharmaceutical. The resilience of these sectors
plus gains in market share from other providers mean
that Freightways has held volumes steady despite the
tougher economic climate.
Mainfreight
Whatever part of the economic cycle we are in, the
Mainfreight (-14%) team is focused on customer service
and long term growth from network expansion and
market share gains.
The company is growing and intensifying its network
through adding new branches across all products and
in all regions. Investment into new facilities is improving
service quality which assists in customer wins and
retention and efficiency which boosts profitability. This
includes purpose-built Transport cross-docks and larger
Warehouses, including in Europe and the US.
Australia is a key region where Mainfreight has
matured as a company over recent years, as the
company has improved its service offering and
gained traction with customers. Rewinding to put the
company’s progress in context, in the 2017 financial
year, the Australian business had 51 branches and
its operating profit was only 53% of that of the New
Zealand business. Over the next 5 years this had
grown to 66 branches and 84%. In that time, operating
profits have roughly tripled. But the growth runway
remains significant as the business is still smaller
than the New Zealand business despite the market
opportunity being about five times the size. At its
investor day in late 2022, the company outlined its
plans to take the number of branches to close to 100.
The company saw growth slow over the course of the
2023 financial year as economic headwinds have
intensified. However, it is well placed to navigate
softer conditions and come out the other side stronger.
Its team possess the mentality of a ‘business owner’,
because of the company’s strong performance culture
that feeds down from its senior leadership team, who
have significant ‘skin in the game’ from their meaningful
shareholdings. The company pays its team members a
percentage of branch profits, so they are incentivised to
manage costs tightly and work hard for new business
whatever the conditions. The company operates a
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MANAGER’S REPORT CONTINUED
decentralised structure, where branch managers and
their teams are empowered to make decisions quickly
to respond to changing conditions. This saw the New
Zealand business perform creditably even during the
sharp downturn of the Global Financial Crisis in 2009.
Contact Energy
Contact Energy (-1%) is particularly well placed to
benefit from the development of renewable electricity
in New Zealand over time. Contact has a significant
pipeline of new generation projects split between
geothermal, wind, and solar power.
Contact expects first power from its Tauhara geothermal
plant in mid-2023. This power plant will produce 1.4
terrawatt hours of electricity per year, which is enough
to power around 200,000 households. It also has
plans to add the same amount of generation again
on the steamfield, including announcing a smaller
power station at Te Huka and the receipt of consents
to replace its legacy Wairakei power stations with an
upsized power station at Te Mihi.
CONCLUSION
The last couple of years has seen weaker market
and Kingfish performance. However, it is also
worth remembering progress is not linear. We
have experienced other periods of weak market
performance, and periods where Kingfish’s
performance has lagged the benchmark, such as
during the Global Financial Crisis in 2008-2009.
However, Kingfish’s gross portfolio has outperformed
the New Zealand market
1
over longer term periods
including the last three, five, and ten years, and since
inception.
Chart: Kingfish’s long-term gross performance return
(compared to benchmark) has weathered short-term
volatility
OUTLOOK
Despite the doom and gloom around the New Zealand
economy, there are many reasons to remain optimistic
about the outlook.
The key force that caused the downturn in the first
place has improved: globally and locally inflation
certainly looks to have peaked.
Interest rates are higher than they have been recently,
but we are likely near the end of the RBNZ hiking
cycle.
Economic cycles will continue to ebb and flow, but
companies with competitive advantages, sound
balance sheets, and highly credible management
teams are better placed to weather any storms along
the way and emerge stronger.
Those attributes are exactly what we look for when
selecting companies for Kingfish, so needless to say we
remain constructive on the outlook for the portfolio. I
look forward to updating you on progress.
Chart: NZ and US inflation peaked in mid 2022,
around the time the New Zealand share market
reached its recent low point
Matt Peek / Portfolio Manager
Fisher Funds Management Limited
26 June 2023
16.0%
14.0%
12.0%
10.0%
8.0%
6.0%
4.0%
2.0%
0.0%
-2.0%
-4.0%
1 year3 years
(p.a.)
5 years
(p.a.)
10 years
(p.a.)
Inception
(p.a.)
10
8
6
4
2
0
-2
Dec 2020
Mar 2023Mar 2021
Jun 2021
Sep 2021
Dec 2021
Mar 2022
Jun 2022
Sep 2022
Dec 2022
US Inflation (CPI) NZ Inflation (CPI)
Year-on-year inflation (%)
-
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PORTFOLIO HOLDINGS SUMMARY
AS AT 31 MARCH 2023
Listed Companies% Holding
Auckland International Airport8.6%
Contact Energy4.0%
Delegat Group2.2%
EBOS Group4.0%
Fisher & Paykel Healthcare16.0%
Freightways3.4%
Infratil1 7.1 %
Mainfreight16.9%
Meridian Energy2.0%
Port of Tauranga2.4%
Pushpay Holdings2.1%
Ryman Healthcare3.6%
Summerset Group8.5%
The a2 Milk Company 4.7%
Vista Group3.1%
Equity Total98.6%
New Zealand dollar cash1.4%
TOTAL100.0%
The information in this Manager’s Report (including all text, data and charts) has been prepared as at late-May 2023. The
information has been prepared as a general summary of the matters covered only, and it is by necessity brief. The information
and opinions are based upon sources which are believed to be reliable, but Kingfish Limited and its officers and directors make
no representation as to its accuracy or completeness. The report is not intended to constitute professional or investment advice
and should not be relied upon in making any investment decisions. Professional financial advice from a financial adviser should
be taken before making an investment. To the extent that the report contains data relating to the historical performance of Kingfish
Limited or its portfolio companies, please note that fund performance can and will vary and that future results may have no
correlation with results historically achieved.
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STRENGTH OF
THE BUSINESS
What is the company’s
competitive advantage? Is it
sustainable? Is the company a
market leader? Does it have
a dominant position? A strong
business is one that can maintain
its profit margins by employing a
unique strategy.
TRACK
RECORD
How has the company performed
in the past? Has the company
performed under the same
management team? Has it grown
organically or by acquisition? How
did the company react during a
downturn? Fisher Funds prefers to
buy established companies that
have executed well in the past.
EARNINGS
HISTORY
How fast has the company been
able to grow its earnings in the
past? How consistent has earnings
growth been? Fisher Funds prefers
to buy companies that exhibit
secular growth characteristics
where they have proven the ability
to provide a high or improving
return on invested capital.
THE STEEPP PROCESS
Fisher Funds employs a process that it calls STEEPP to analyse existing and potential portfolio
companies. This analysis gives each company a score against a number of criteria that Fisher Funds
believes need to be present in a successful portfolio company. All companies are then ranked
according to their STEEPP score to broadly determine their portfolio weighting (or indeed whether
they make the grade to be a portfolio company in the first place).
The STEEPP criteria are as follows:
S
T
E
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EARNINGS GROWTH
FORECAST
What is the company’s earnings
growth forecast over the next
three to five years? What is the
probability of achieving the
forecast? What do we expect the
company’s earnings potential to
be? Fisher Funds notices that too
many analysts focus on short-term
earnings. As long-term growth
investors, Fisher Funds thinks about
where the company’s earnings
could be in three to five years.
PEOPLE/
MANAGEMENT
Who are the management team
and how long have they been in
their roles? Who are the directors,
what is their history with the
company, and what do they bring
to the board? What is the depth of
management in the organisation
and is there a succession plan for
the key executive roles? Do the
management team own shares
in the business and how are
they rewarded? Has the board
and management exhibited
good corporate behaviour in the
areas of environmental, social
and governance considerations?
For Fisher Funds, the quality of
the company management and
its corporate governance is of
paramount importance.
PRICE/
VALUATIO N
How much of the future earnings
growth is already reflected in
the share price? Where does the
current share price sit in relation
to our worst to best case valuation
range? A company will generate
a higher score where the market
price currently reflects little of that
company’s upside potential.
E
P
P
Applying this STEEPP analysis, Fisher Funds constructed a portfolio for
Kingfish which comprised 15 securities at the end of March 2023.
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Total share return sourced from Bloomberg and excludes imputation credits.
THE KINGFISH PORTFOLIO STOCKS
The following is a brief
introduction to each of your
portfolio companies, with a
description of why Fisher Funds
believes they deserve a position
in the Kingfish portfolio. Total
share return is for the year to
31 March 2023 and is based
on the closing price for each
company plus any dividends
received. For companies that are
new to the portfolio in the year,
total shareholder return is from
the first purchase date to
31 March 2023.
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WHAT DOES IT DO?
Auckland International Airport
(AIA) owns and operates New
Zealand’s major gateway as
well as 1500 hectares of land
surrounding the airport. AIA
operates under a ‘dual till’
regulatory regime, meaning
that the company’s aeronautical
operations are subject to light-
handed regulation, whereas the
other non-aeronautical operations
are unregulated. Over 50% of
AIA’s revenue is derived from
non-aeronautical operations,
such as retail, parking, hotel
accommodation and property
rental.
WHY DO WE OWN IT?
AIA is well-positioned to benefit
from New Zealand’s positive
long-term tourism outlook. With
aspirations for 40 million total
passengers per annum by 2044,
combined with a strengthening
consumer business and
leveraging its land bank, AIA’s
non-aeronautical operations are
expected to continue to deliver
attractive returns on invested
capital into the future.
WHAT DOES IT DO?
Contact Energy is a large
electricity generator, producing
approximately 20-25% of New
Zealand’s electricity in an average
year. The vast majority of its
electricity is from renewable hydro
and geothermal resources.
WHY DO WE OWN IT?
Contact Energy has a balanced
portfolio of quality renewable
generation assets across both
islands, and this is matched by
demand from a strong electricity
retailing business plus commercial
and industrial customers. Its
established business provides
solid cash flows which underpin
an attractive level of dividends.
Contact has an attractive pipeline
of generation projects from a
variety of renewable sources
including geothermal in the near
term, plus wind and solar longer
term.
+ 11
%
-1
%
Total Share ReturnTotal Share Return
-36
%
Total Share Return
WHAT DOES IT DO?
Delegat Group produces and
distributes super-premium wine
internationally under the Oyster
Bay and Barossa Valley Estate
brands. Oyster Bay is the number
one selling New Zealand wine
brand in the UK, Australia and
Canada, and is growing quickly in
the US.
WHY DO WE OWN IT?
Delegat has invested for continued
growth by expanding its winery
capacity and increasing vineyard
plantings to meet its goal of
continuous growth in case sales. A
large part of the growth is likely to
be driven by the US market, which
remains relatively immature.
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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?
Fisher & Paykel Healthcare is a
leading designer, manufacturer
and distributor of innovative
medical devices for patients who
require acute respiratory and
obstructive sleep apnoea care.
Over 95% of its products are
sold outside New Zealand from
dedicated manufacturing facilities
in Auckland and Mexico.
WHY DO WE OWN IT?
We are attracted to the demand
for Fisher & Paykel Healthcare’s
innovative care products as the
worldwide population ages and
the incidence of chronic respiratory
illness and other health issues
rises. Through its own research
and development, Fisher & Paykel
Healthcare has continued to
develop products that significantly
expand its potential patient base,
while maintaining high returns on
invested capital.
+ 12
%
Total Share Return
WHAT DOES IT DO?
Freightways operates a range
of nationwide express delivery
operations in New Zealand with
brands including NZ Couriers,
Post Haste and Big Chill, as well
as Allied Express in Australia.
The company has also developed
ancillary business on both sides
of the Tasman encompassing
document storage, data services,
secure destruction, and waste
renewal.
WHY DO WE OWN IT?
Freightways is one of two dominant
players in the New Zealand
courier market and its information
management business has a trans-
Tasman footprint. The company
has a track record of stable
organic growth and value-accretive
acquisitions that leverage off its
existing infrastructure.
-21
%
Total Share Return
+ 15
%
Total Share Return
WHAT DOES IT DO?
EBOS Group is Australasia’s
largest diversified pharmaceutical
and medical care products group,
focusing primarily on wholesale
logistics and distribution of
pharmaceuticals, medical devices,
and other products. The company
typically has a leading market
position in each market segment it
operates in. EBOS also operates
in the animal care sector as a
veterinary wholesaler, distributor
and retailer of animal healthcare
products, pet accessories and
premium foods across Australasia.
WHY DO WE OWN IT?
EBOS’ scale and market position
mean that it is a low-cost operator,
which it complements with a
leading service proposition which
has allowed it to take market share
over time. The sector has a tailwind
from the ageing population
demographic and the increasing
prevalence of chronic diseases.
It has a strong track record of
supplementing the growth in its
core operations with moves into
higher growth adjacencies and
successful acquisitions.
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WHAT DOES IT DO?
Infratil invests in a diverse range
of infrastructure businesses, with
a portfolio focused on data,
communications and renewable
energy, with smaller exposures
to healthcare and airports. It
is externally managed by an
experienced management team.
WHY DO WE OWN IT?
We are attracted to Infratil’s
portfolio of infrastructure assets that
are not easily replicable and its
strong track record since listing.
+14
%
Total Share Return
WHAT DOES IT DO?
Mainfreight is a global supply
chain logistics company. Its services
primarily span domestic transport,
managed warehousing, and
international air and sea freight.
Its operations span-New Zealand,
Australia, the Americas, Europe,
and Asia.
WHY DO WE OWN IT?
Mainfreight is a very well-run
company with a special company
culture that has delivered strong
performance over time. It continues
to open new trade lanes as it
spreads its logistics footprint
ever wider. Growth should come
organically as it takes market share
and works further towards its 100-
year vision of becoming a leading
global logistics provider.
-14
%
Total Share Return
WHAT DOES IT DO?
Meridian Energy is New
Zealand’s largest electricity
generator, producing
approximately 30% of the
country’s electricity in an
average year, sourced 100%
from renewable hydro and
wind resources. The company
also has a retail business in
New Zealand, operating under
the Meridian and Powershop
brands.
WHY DO WE OWN IT?
Meridian is a well-run company,
with a portfolio of long-dated,
quality renewable generation
assets which provide Meridian
with the advantage of being
amongst the lowest cost marginal
electricity producers.
+8
%
Total Share Return
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KINGFISH PORTFOLIO STOCKS CONTINUED
+ 22
%
Total Share Return
-39
%
Total Share Return
+4
%
Total Share Return
WHAT DOES IT DO?
Pushpay is a leading mobile
payment and engagement provider
to the US faith sector, with a
growing customer base focused
on medium and large churches
in the US. It also has a church
management software business
ChurchStaq. Together these enable
churches to manage and interact
seamlessly with their congregation
in an effective and modern way.
WHY DO WE OWN IT?
Pushpay provides a best-in-
class product and service. Its
combination of ongoing product
development and leading customer
service gives us comfort that
Pushpay will retain this edge over
weaker competitors. Pushpay’s
addressable market is very large
(approximately US$90 billion)
and digital giving remains under-
penetrated but growing.
WHAT DOES IT DO?
Port of Tauranga is the natural
gateway to and from international
markets for many of New
Zealand’s major businesses. It is
close to many important exporters
in the forestry, dairy, meat and fruit
industries. Its investment in port
facilities in Timaru and an inland
port near Christchurch opens up
the South Island for exports to be
hubbed out of Tauranga.
WHY DO WE OWN IT?
Port of Tauranga continues to
grow in importance as a leading
shipping port in New Zealand
for both exports and imports. It
has many natural advantages,
including excellent access for
road and rail, large land holdings
and a deep harbour for bigger
ships to call. Port of Tauranga
continues to increase container
market share, supported by its
investments in Metroport near
Auckland, Primeport Timaru, its
Ruakura hub, and a long-term
strategic agreement with Kotahi
(a joint venture between leading
exporters).
WHAT DOES IT DO?
Ryman Healthcare was formed in
1984 to develop, construct and
operate retirement villages in New
Zealand. It now has a portfolio of
retirement villages around New
Zealand and is replicating its
model in Victoria, Australia. Ryman
Healthcare is the largest owner and
developer of retirement villages in
New Zealand.
WHY DO WE OWN IT?
Ryman Healthcare has been the
industry pioneer in retirement
living. Industry dynamics are
attractive, and Ryman Healthcare
expects to lift its build rate of units
and beds to meet latent demand
from an ageing population.
Victoria has a similar ageing
demographic to New Zealand and
represents an attractive area for
future growth; Ryman’s continuum
of care offering is popular but
offered by few competitors
currently.
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-23
%
Total Share Return
+11
%
Total Share Return
-25
%
Total Share Return
WHAT DOES IT DO?
Summerset is an integrated
retirement village builder, owner
and operator. The company has
retirement villages spread around
New Zealand and is a leading
developer of retirement villages in
New Zealand with a significant
land bank. Summerset has entered
Australia and is in the process of
building out a portfolio of villages
from its land bank there too.
WHY DO WE OWN IT?
Summerset successfully operates a
continuum of care model with aged
care integrated into its villages.
It has developed a strong and
consistent track record of growth
in its build rate and earnings.
With brand awareness converging
on Ryman, proven development
capability and a robust balance
sheet, Summerset is well placed to
meet the growing needs of ageing
populations in New Zealand and
Australia.
WHAT DOES IT DO?
Vista Group is an innovative IT
company primarily providing
sophisticated software to cinema
exhibitors. It has 35% worldwide
market share with clients in over
100 countries. Its integrated
software systems allow cinema
exhibitors to run wide-ranging
functions such as ticketing, food
and beverage sales, staff and
film scheduling, loyalty schemes,
digital signage as well as external
customer interfaces like websites,
mobile apps and call centres. Vista
Group also has a range of smaller
group businesses that leverage its
depth of data and cinema industry
intellectual property.
WHY DO WE OWN IT?
We are attracted to Vista Group’s
profitable core business which
provides sophisticated software
to cinema operators of all sizes.
We believe that this business
still has many years of growth
ahead of it, plus will benefit from
migrating customers to its cloud-
based offering. Additionally,
the company’s data analytics
business (Movio) supplements this
by providing valuable insights to
exhibitors and studios.
WHAT DOES IT DO?
The a2 Milk Company sells ‘a2’-
branded fresh milk and infant milk
formula internationally. As the name
suggests, its products contain only
A2 beta-casein protein, on the basis
that it is more comfortably digested
than normal milk (which contains a
mix of both A1 and A2 proteins).
In recent years, the company has
grown sales and market share
rapidly in Australia and China
and is currently also focused on its
growing business in the US.
WHY DO WE OWN IT?
The a2 Milk Company has a small
but growing share of the very
lucrative Chinese infant formula
market. We expect its market
share to continue growing across
a range of distribution channels.
In addition, there is potential for
further upside from new products
and geographies.
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Andy Coupe LLB, CMInstD
Chair of the Board
Chair of Remuneration and Nominations Committee
Independent Director
Andy Coupe is a professional company director with
a wide range of governance experience. Prior to that
he held senior roles in investment banking, with a
particular focus on equity capital markets. Andy is Chair
of Barramundi, Marlin Global, and Television New
Zealand, and is also a director of Briscoe Group. Andy
was formerly Chair of Farmright, Solid Energy New
Zealand and the New Zealand Takeovers Panel. Andy’s
principal place of residence is Hamilton.
Andy was first appointed to the Kingfish board on 1
M arc h 2013.
Fiona Oliver LLB, BA, CFInstD
Independent Director
Fiona Oliver is a professional director, and her
governance roles span a range of business sectors
including renewable energy, natural gas, technology,
and professional and financial services. She is a director
of Barramundi and Marlin Global. Fiona is also a
director (and audit committee chair) of Gentrack Group
Limited and the First Gas Group. She is also a director
of Freightways Limited, Summerset Holdings Limited,
the New Zealand Superannuation Fund 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 2021 for her role as chair
of the independent directors of Tilt Renewables Limited
during the attempted takeover of this company in 2018.
Fiona’s principal place of residence is Auckland.
Fiona Oliver was first appointed to the Kingfish board on
1 June 2022.
Carol Campbell BCom, FCA, CFInstD
Chair of Audit and Risk Committee
Independent Director
Carol Campbell is an experienced company director
who has a sound understanding of efficient board
governance and extensive financial experience.
Carol is a director and Chair of the Audit and Risk
committees of Barramundi and Marlin Global, and
Chair of the Audit and Risk committee of Kingfish.
Carol also holds a number of directorships across
a broad spectrum of companies including T&G
Global, New Zealand Post, Chubb Insurance New
Zealand and NZME, where she is also the Chair of
the Audit and Risk committees, and she is a Director
of Kiwibank. Carol is a fellow of both Chartered
Accountants Australia and New Zealand and the
Institute of Directors. Carol had her own chartered
accountancy practice for 11 years after a successful
career as a partner at Ernst & Young for over
25 years. Carol’s principal place of residence is
Auckland.
Carol was first appointed to the Kingfish board on 5
J un e 2012.
David McClatchy BCom
Chair of Investment Committee
Independent Director
David McClatchy is an experienced company director
who has extensive investment management experience
across New Zealand and international markets over
the last 35 years. David is a director of Barramundi,
Marlin Global, Trust Investment Management and on
the Board of Guardians of NZ Superannuation. Before
returning to New Zealand in 2019, David was Group
Chief Investment Officer for Insurance Australia Group
and Director and Head of IAG Asset Management. Prior
to this, David had a 16-year career with ING as Chief
Executive and Chair of ING Investment Management in
Australia and Chief Investment Officer and Director of
ING New Zealand. David’s principal place of residence
is Tauranga.
David McClatchy was first appointed to the Kingfish
board on 1 July 2021.
Pictured left to right: David McClatchy, Carol Campbell, Fiona Oliver and Andy Coupe.
BOARD OF DIRECTORS
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ANNUAL REPORT
2023
FOR THE YEAR ENDED 31 MARCH 2023 AND CURRENT AS AT THE DATE OF THIS ANNUAL REPORT
CORPORATE GOVERNANCE
STATEMENT
Kingfish’s board recognises the importance of good
corporate governance and is committed to ensuring that
the Company meets best practice governance principles
to the extent that they are appropriate for the nature
of Kingfish’s operations. Strong corporate governance
practices encourage the creation of value for Kingfish
shareholders, while ensuring the highest standards of
ethical conduct and providing accountability and control
systems commensurate with the risks involved.
The board is responsible for establishing and
implementing the Company’s corporate governance
frameworks and is committed to fulfilling this role in
accordance with best practice, having appropriate
regard to applicable laws, the NZX Corporate
Governance Code (“NZX Code”), and the Financial
Markets Authority's Corporate Governance in New
Zealand - Principles and Guidelines. The board oversees
the management of Kingfish, with the day-to-day
portfolio and administrative management responsibilities
of Kingfish being delegated to Fisher Funds
Management Limited (“Fisher Funds” or “the Manager”).
This Corporate Governance Statement reports against
the NZX Code which came into effect on 17 June 2022.
A revised NZX Code recently came into effect for
financial years commencing on or after 1 April 2023
and Kingfish will report on that basis in its next Annual
Report.
Over the financial year ended 31 March 2023,
Kingfish was in compliance with the NZX Code,
with the exception of recommendations 4.3
1
and
5.3
2
. The Company is not in compliance with those
recommendations due to the specific nature of the
Company's business model and more particularly for the
reasons explained below in the commentary regarding
the relevant NZX Code principles. The alternative
governance practices adopted by Kingfish in respect of
those matters have the approval of the board.
The Company's corporate governance policies and
procedures and board and committee charters, are
regularly reviewed by the board against the corporate
governance standards set by NZX Limited (“NZX”) and
to reflect any changes required by law, guidance from
other relevant regulators, and developments in corporate
governance practices.
Kingfish's constitution and each of the Company's
charters, codes, and policies referred to in this section
are available on the Kingfish website (www.kingfish.
co.nz ) under the “About Kingfish” and “Policies”
sections.
Principle 1 – Code of ethical behaviour
Directors should set high standards of ethical
behaviour, model this behaviour, and hold
management accountable for these standards being
followed throughout the organisation.
CODE OF ETHICS & STANDARDS OF
PROFESSIONAL CONDUCT
Kingfish’s Code of Ethics & Standards of Professional
Conduct details the ethical and professional behavioural
standards required of the directors of the Company and
those employees of the Manager who work on Kingfish
matters.
The Code of Ethics & Standards of Professional Conduct
covers a wide range of areas including: standards of
behaviour, conflicts of interest, proper use of Company
information and assets, compliance with laws and
policies, reporting concerns, and receiving gifts.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics & Standards of
Professional Conduct is required to report it immediately
in accordance with the procedure set out in the Code of
Ethics & Standards of Professional Conduct.
Compliance with the Code of Ethics & Standards of
Professional Conduct is monitored through education
and notification by individuals who become aware of
any breach.
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
new employees of the Manager, and there is regular
training on the requirements of the Code of Ethics &
Standards of Professional Conduct for existing directors
and relevant employees of the Manager.
The Code of Ethics & Standards of Professional Conduct
is available on Kingfish's website for directors of the
Company and employees of the Manager to access at
any time.
SECURITIES TRADING POLICY
Kingfish’s Securities Trading Policy details the
restrictions on persons nominated by Kingfish (including
its directors and employees of the Manager who work
on Kingfish matters) (“Nominated Persons”) relating to
their trading in Kingfish shares and other securities.
1
Kingfish does not have a formal environmental, social, and governance (ESG) framework. However, the Manager has a formal
ESG framework which governs its stock selection, which the board is fully supportive of and committed to.
2
There is no CEO remuneration disclosure as Kingfish delegates its management personnel requirements to Fisher Funds pursuant
to an Administration Services Agreement and does not have its own CEO.
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ANNUAL REPORT
2023
Nominated Persons, with the permission of the board
of Kingfish, may trade in Kingfish shares only during
the trading window commencing immediately after
Kingfish’s weekly disclosure of its net asset value on
NZX’s market announcement platform and ending at
the close of trading two days following the net asset
value disclosure.
Nominated Persons may not trade in Kingfish shares
when they have price sensitive information that is not
publicly available.
The Securities Trading Policy is available on Kingfish's
website.
Principle 2 – Board composition and performance
To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience, and perspectives.
BOARD CHARTER
Kingfish’s board operates under a written charter which
defines the respective functions and responsibilities of the
board, focusing on the values, principles, and practices
that provide the Company's corporate governance
framework.
The board has overall responsibility for all decision
making within Kingfish. The board is responsible for the
direction and control of Kingfish and is accountable to
shareholders and others for Kingfish’s performance and
its compliance with the applicable laws and standards.
The board has delegated the day-to-day portfolio and
administrative management responsibilities relating
to Kingfish to the Manager. The responsibilities of
the Manager are clear as they are described in the
Management Agreement and Administration Services
Agreement with Kingfish.
The board uses committees to address certain matters
that require detailed consideration. The board retains
ultimate responsibility for the function of its committees
and determines their responsibilities. The board is
assisted in meeting its responsibilities by receiving
regular reports and plans from the Manager and
through its annual work programme.
Directors have access to key employees of the Manager
who are connected to the activities of Kingfish and can
request any information they consider necessary for
informed decision making.
The Board Charter is available on Kingfish's website.
NOMINATION AND APPOINTMENT OF
DIRECTORS
In accordance with Kingfish’s constitution and NZX
Listing Rules, a director must not hold office without
re-election past the third annual shareholders’ 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 shareholders’ meeting following his or her
appointment.
CORPORATE GOVERNANCE STATEMENT CONTINUED
Procedures for the nomination, appointment and removal
of directors are contained in Kingfish’s constitution and
the Board Charter. The Remuneration and Nominations
Committee of the board is responsible for identifying
and nominating candidates to fill director vacancies for
board approval.
WRITTEN AGREEMENT
Kingfish provides a letter of appointment to each
newly appointed director setting out the terms of their
appointment which they are required to sign. The letter
includes information regarding the board’s responsibilities,
expectations of directors and independence, expected
time commitments, indemnity and insurance provisions,
obligations to declare relevant conflicting interests, and
confidentiality. New directors are required to formally
consent to act as a director.
DIRECTOR INFORMATION AND INDEPENDENCE
The board comprises four directors with diverse
backgrounds, skills, knowledge, experience, and
perspectives. Information about each director, including
a profile of their experience, length of service,
independence and attendance at board meetings is
available on pages 26 and 29 of this Annual Report
and also on Kingfish's website.
The board takes into account guidance provided under
the NZX Listing Rules including the factors specified
in the NZX Code in determining the independence
of directors. Director independence is considered
annually. Directors have undertaken to inform the
board as soon as practicable if they think their status as
an independent director has or may have changed.
As at 31 March 2023, 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 Kingfish shares is available on page 58.
DIVERSITY AND INCLUSION
Kingfish has a formal Diversity and Inclusion 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 and inclusive board
will enhance effectiveness in key areas and that
membership of the board is best served by having
a mix of individuals with appropriate expertise and
a breadth of experience, who are each encouraged
to regularly contribute their views. This objective is
recognised in the Diversity and Inclusion Policy.
All appointments to the board are based on merit,
and include consideration of the board’s diversity
needs, including gender diversity. The principal
measurable diversity objective adopted by the
board is to embed gender diversity as an active
consideration in all succession planning for board
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ANNUAL REPORT
2023
positions. The board assesses annually both the
objective set out in the Diversity and Inclusion Policy
and the Company's progress in achieving that
objective. During the financial year to 31 March
2023, Alistair Ryan (Chair since 2012) retired from
the board with effect from 1 June 2022. Andy Coupe,
a director on the Kingfish board since 2013, and
previous Chair of Kingfish's Investment Committee,
succeeded Alistair Ryan as Chair of the board. The
board appointed Fiona Oliver as an independent
director effective 1 June 2022.
The board’s gender composition as at the two most
recent annual balance dates was as follows:
NumberProportion
31 March 2023FemaleMaleFemaleMale
Directors2250%50%
NumberProportion
31 March 2022FemaleMaleFemaleMale
Directors1325%75%
The board is comprised of four individuals who have
a wide range of skills, knowledge and corporate
experience in the financial services sector. The board
recognises that having a diverse board will assist it in
effectively carrying out its role and that its membership
is best served by having a mix of individuals with
appropriate expertise and a breadth of experience.
The board reviews its diversity in terms of, skills,
qualifications, experience, gender, race, age, ethnicity
and cultural background. The Remuneration and
Nominations Committee’s annual assessment of the
board’s diversity concluded that the board had met the
diversity objectives set out in the Diversity and Inclusion
Policy.
The Diversity and Inclusion Policy is available on
Kingfish'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 BOARD AND DIRECTOR
PERFORMANCE
The Remuneration and Nominations Committee
conducts a formal review of director, committee, and
board performance annually. The review includes
an assessment of whether appropriate training has
been undertaken by directors. Appropriate strategies
for improvement are recommended to the board as
and when required. The Chair of the board also has
discussions with directors on individual performance as
considered appropriate.
INDEPENDENT CHAIR AND SEPARATION OF THE
CHAIR AND CHIEF EXECUTIVE
The current Chair of the board is an independent
director. Kingfish does not have a Chief Executive
Officer 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
Officer 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 nine board meetings, two Audit and
Risk Committee meetings, one Remuneration and
Nominations Committee meeting, and two Investment
Committee meetings were held in the financial year
ended 31 March 2023. Director attendance at board
meetings and committee meetings is shown below.
DirectorBoard
Audit and
Risk
Committee
Remuneration
and
Nominations
Committee
Investment
Committee
Carol
Campbell
9/92/21/12/2
Andy
Coupe
8/92/21/12/2
David
McClatchy
9/92/21/12/2
Alistair
Ryan
#
2/21/11/10/0
Fiona
Oliver
# *
7/ 71/10/02/2
#
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
shortly before her appointment became effective.
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ANNUAL REPORT
2023
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee Charter sets out the
objectives of the Audit and Risk Committee, which
are to provide assistance to the board in fulfilling its
responsibilities in relation to the Company’s financial
reporting, internal controls structure, risk management
systems, and the external audit function. The Audit
and Risk Committee Charter is available on Kingfish's
website.
The Audit and Risk Committee focuses on audit
and risk management and specifically addresses
responsibilities relative to financial reporting and
regulatory compliance.
The Audit and Risk Committee is accountable for
ensuring the performance and independence of
the Company's external auditor, including that the
external auditor or lead audit partner is changed at
least every five years.
The Audit and Risk Committee also reviews the
appropriateness of any non-audit services and
recommends to the board which services, other
than the statutory audit, may be provided by
PricewaterhouseCoopers as external auditor.
The external auditor has a clear line of direct
communication at any time with either the Chair of the
Audit and Risk Committee or the Chair of the board,
both of whom are independent directors. During the
financial year ended 31 March 2023, the Audit and
Risk Committee held private sessions with the external
auditor.
The Audit and Risk Committee currently comprises all
of the directors, each of whom are considered to be
independent, 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 individual directors, the board, and board
committees.
The Remuneration and Nominations Committee
currently comprises all of the directors, each of whom
are considered to be independent. Andy Coupe took
over as Chair of the Remuneration and Nominations
Committee with effect from 1 June 2022 when Alistair
Ryan resigned as a director.
The Remuneration and Nominations Committee may
invite the Corporate Manager and/or other employees
of the Manager and such other persons, including the
external auditor, to attend meetings as it considers
necessary to provide appropriate information and
explanations.
The Remuneration and Nominations Committee Charter
is available on Kingfish's website.
INVESTMENT COMMITTEE
The Investment Committee Charter sets out the objective
of the Investment Committee, which is to oversee the
investment management of Kingfish to ensure the
portfolio is managed in accordance with the investment
mandate and with the long-term performance
objectives of Kingfish. The Investment Committee
Charter is available on Kingfish's website
The Investment Committee currently comprises all of
the directors, each of whom are considered to be
independent. David McClatchy took over as Chair
of the Investment Committee with effect from 1 May
2022. Andy Coupe was the previous Chair of the
Investment Committee.
TAKEOVER RESPONSE PROTOCOLS
The board has adopted a formal Takeover Response
Protocol as an internal framework that sets out the process
to be followed if there is a takeover offer for Kingfish.
Principle 4 – Reporting and disclosure
The board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures.
CONTINUOUS DISCLOSURE
Kingfish is committed to promoting investor confidence
by providing complete and equal access to information
in accordance with the NZX Listing Rules. Kingfish
has a Continuous Disclosure Policy designed to ensure
this occurs and a copy of the policy is available
on Kingfish's website. The Corporate Manager is
responsible for overseeing and co-ordinating required
disclosures to the market.
CHARTERS AND POLICIES
Kingfish’s key corporate governance documents,
including its Code of Ethics & Standards of Professional
Conduct, board and committee charters, and other
policies, are available on Kingfish's website under the
“About Kingfish” and “Policies” sections.
FINANCIAL REPORTING
Kingfish believes its financial reporting is balanced,
clear, and objective. Kingfish is committed to ensuring
integrity and timeliness in its financial and non-
financial reporting and ensuring the market and
shareholders are provided with an objective view on
the performance of the Company.
The Audit and Risk Committee oversees the quality and
integrity of external financial reporting, including the
accuracy, completeness, and timeliness of financial
CORPORATE GOVERNANCE STATEMENT CONTINUEDCORPORATE GOVERNANCE STATEMENT CONTINUED
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ANNUAL REPORT
2023
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.
ESG FRAMEWORK
The NZX Code recommends that environmental,
economic and social sustainability factors and
practices are included in its non-financial disclosures.
As at 31 March 2023, Kingfish did not have a
formal environmental, social, and governance (ESG)
framework. Kingfish considers that, given the nature
of its operations (as an investment company), it is not
appropriate to maintain an ESG framework due to the
lack of available metrics relevant to its business against
which it could report on such matters. Kingfish will
continue to assess the relevance of adopting an ESG
framework. However, the Manager has a formal ESG
framework which governs its stock selection, which the
Kingfish board is fully supportive of and committed to.
Details of the Manager’s ESG framework can be seen
on the Manager’s website at www/fisherfunds.co.nz/
responsible-investing.
CLIMATE-RELATED DISCLOSURES
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, 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 Kingfish.
The New Zealand External Reporting Board (XRB)
has developed the Aotearoa New Zealand Climate
Standards, which were finalised at the end of 2022
and apply to Kingfish’s current financial year (being
the financial year ending 31 March 2024) because it
commenced 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. Kingfish is
committed to reporting on a basis consistent with the
new standards to the extent applicable to its business.
The Kingfish board will determine the appropriate
climate risk reporting for Kingfish, in accordance with
the new standards.
Principle 5 – Remuneration
The remuneration of directors and executives should
be transparent, fair and reasonable.
DIRECTORS’ REMUNERATION
The Company's Director Remuneration Policy sets
out the structure of the remuneration for directors,
the review process, and reporting requirements. The
Director Remuneration Policy is available on Kingfish's
website.
Directors’ fees are determined by the board on the
recommendation of the Remuneration and Nominations
Committee within the aggregate amount approved
by shareholders. The current directors’ fee pool limit
of $157,500 (plus GST if any) was approved by
shareholder resolution passed at the 2018 Annual
Shareholders’ Meeting.
Each year, the Remuneration and Nominations
Committee reviews the level of directors’ fees. The
Remuneration and Nominations Committee considers
the skills, performance, experience, and level of
responsibility of directors when undertaking the review,
and is authorised to obtain independent advice on
market conditions.
The following table sets out the remuneration received
by each director from Kingfish for the financial year
ended 31 March 2023. No director received fees or
payment for any other services to the Company. No
retirement payments were made or agreed to be made
to any director during the financial year ended 31
March 2023.
Directors’ remuneration* for the 12 months ended
31 March 2023
Andy Coupe (Chair)$ 4 7, 5 0 0
(1)
Carol Campbell$ 3 7, 5 0 0
(2)
David McClatchy$ 3 7, 0 8 3
(3)
Alistair Ryan$8,333
(4)
Fiona Oliver$ 2 7, 0 8 3
(5)
*excludes GST
(1)
Included in this total amount is $417 that Andy Coupe
received as Chair of the Investment Committee, (for one
month). $4,978 of this amount was applied to the purchase
of 2,830 shares under the Kingfish Share Purchase Plan.
(Andy Coupe holds in excess of the 50,000 share threshold
set out in the Kingfish Share Purchase Plan but has elected
to continue in the plan).
(2)
Included in this total amount is $5,000 that Carol Campbell
received as Chair of the Audit and Risk Committee. $3,750
of this amount was applied to the purchase of 2,120 shares
under the Kingfish Share Purchase Plan. (Carol Campbell
holds in excess of the 50,000 share threshold set out in the
Kingfish Share Purchase Plan but has elected to continue in
the plan).
(3)
Included in this total amount is $4,583 that David
McClatchy received as the Chair of the Investment
Committee. $3,690 of this amount was applied to the
purchase of 2,120 shares under the Kingfish Share Purchase
Plan.
(4)
Alistair Ryan retired as Chair of the Kingfish board on 1
June 2022.
(5)
Fiona Oliver joined the Kingfish board on 1 June 2022.
Details of remuneration paid to directors are also
disclosed in note 10 to the financial statements for the
financial year ended 31 March 2023. The directors’
fees disclosed in the financial statements include a
portion of non-recoverable GST expensed by Kingfish.
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ANNUAL REPORT
2023
DIRECTORS’ SHAREHOLDING - SHARE PURCHASE
PLAN
The Kingfish Share Purchase Plan was introduced
by the board in 2012 which requires each director
to allocate 10% of their annual director’s fees to the
purchase (on market) of Kingfish shares. Once an
individual director’s shareholding reaches 50,000
shares, the director can elect whether or not to continue
in the plan. The intention of the Share Purchase Plan is
to further align the interests of directors with those of
Kingfish shareholders.
EXECUTIVE REMUNERATION
Kingfish delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement. For this reason,
Kingfish does not have a Chief Executive Officer and
it does not consider it appropriate to make disclosures
about remuneration for the Manager’s personnel
or include those personnel in the application of the
Company's remuneration policies. Kingfish does
not set the remuneration policies applicable to the
Manager's personnel. The fees paid to Fisher Funds
for administration services are set out in note 10 to
Kingfish’s financial statements for the financial year
ended 31 March 2023.
Principle 6 – Risk management
Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The board should regularly verify that
the issuer has appropriate processes that identify
and manage potential and material risks.
RISK MANAGEMENT FRAMEWORK
The board has overall responsibility for Kingfish’s system
of risk management and internal control. Kingfish has
in place policies and procedures to identify areas of
significant business risk and implements procedures to
manage those risks effectively.
Key risk management tools used by Kingfish include
the Audit and Risk Committee function, outsourcing of
certain functions to service providers, internal controls,
financial and compliance reporting procedures and
processes, and business continuity planning. Kingfish
also maintains insurance policies that it considers
adequate to meet its insurable risks.
The board is actively involved in tracking the
development of existing risks and the emergence of
new risks to Kingfish’s business. The Audit and Risk
Committee and board receive regular reports on the
operation of risk management policies and procedures
from the Manager. As part of the robust risk assessment
process, significant risks are discussed at each board
meeting, and/or as required. A full risk assessment
report, including the action plan for mitigating risks, is
provided at all Audit and Risk Committee meetings.
In addition to Kingfish’s policies and procedures in
place to manage business risks, the Manager has its
own comprehensive risk management policy. The
board is informed of any changes to the Manager's risk
management policies.
During Kingfish’s 2023 financial year, global stock
markets (including the NZX equities market in which
Kingfish invests) experienced renewed market volatility
due to recession concerns, rapidly rising interest rates
in response to inflation and the ongoing political
uncertainty in Europe (Ukraine/Russia conflict).
The preparation of Kingfish's financial statements for the
financial year ended 31 March 2023 has not required
the addition of any new judgements or estimates.
Kingfish provides shareholders and warrant holders
with regular communications covering the performance
of the Company and of the underlying stocks invested
in by the Company. These types of communications
include monthly updates, quarterly newsletters, and
annual reports. Numerous NZX announcements are
also made, including weekly and month end NAV per
share updates, as well as interim and annual financial
statements.
HEALTH AND SAFETY
The Manager operates under a Health and Safety
Policy. Under this policy, Fisher Funds assumes
responsibility for the health and safety of its employees.
Principle 7 – Auditors
The board should ensure the quality and
independence of the external audit process.
Kingfish’s Audit and Risk Committee makes
recommendations to the board on the appointment
of the external auditor. The Audit and Risk Committee
monitors the independence and effectiveness of
the external auditor and approves and reviews any
non-audit services performed by the external auditor.
An External Auditor Independence Policy, which
documents the framework of Kingfish’s relationship with
its external auditor, was adopted by the board in May
2018. This policy includes procedures:
a. to sustain communication with Kingfish’s external
auditor;
b. to ensure that the ability of the external auditor to
carry out its statutory audit role is not impaired, or
could reasonably be perceived to be impaired;
c. to address what, if any, services (whether by type
or level) other than its statutory audit roles may be
provided by the external auditor to Kingfish; and
d. to provide for the monitoring and approval by the
Audit and Risk Committee of any service provided
by the external auditor to Kingfish other than in its
statutory audit role.
The Audit and Risk Committee meets with the external
auditor, without representatives of the Manager
present, to approve its terms of engagement, audit
partner rotation (at least every five years), and the
audit fee, as well as to review and provide feedback in
respect of the annual audit plan.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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ANNUAL REPORT
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Kingfish’s current external auditor,
PricewaterhouseCoopers (“PwC”), was appointed
by shareholders at the 2007 annual meeting in
accordance with the provisions of the Companies Act
1993. PwC is automatically reappointed as auditor
under Part 11, Section 207T of the Companies Act at
the Annual Shareholders' Meeting, except in the limited
circumstances set out in the Act.
The Audit and Risk Committee has assessed PwC to
be independent and confirmed that the non-audit
services it has provided in relation to confirming the
amounts used in the Manager's performance fee
calculation (in prior years) have not compromised
PwC’s independence. Written confirmation of PwC’s
independence has been obtained by the board.
PwC, as external auditor of Kingfish’s 2023 financial
statements, will attend this year’s Annual Shareholders'
Meeting and will be available to answer questions
about the conduct of the audit, preparation and content
of the auditor’s report, accounting policies adopted
by Kingfish, and its independence in relation to the
conduct of the audit.
Kingfish does not have an internal audit function,
however the Company regularly reviews all areas
of risk management and focuses on all operating
and compliance risk obligations as described above
in relation to Principle 6. Kingfish delegates day-
to-day portfolio and administrative management
responsibilities relating to Kingfish to the Manager, and
the Corporate Manager is responsible for managing
operational and compliance risks across Kingfish’s
business and reporting on those matters to the board
as needed.
Principle 8 – Shareholder rights and relations
The board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the issuer.
INFORMATION FOR SHAREHOLDERS
The board recognises the importance of providing
shareholders with comprehensive, timely, and equal
access to information about its activities. The board
aims to ensure that shareholders have available to
them all information necessary to assess Kingfish’s
performance.
Kingfish’s website, www.kingfish.co.nz, provides
information to shareholders and investors about the
Company. Kingfish’s ‘Investor Centre’ part of its website
contains a range of information, including periodic and
continuous disclosures to NZX, annual reports, and
content related to the Annual Shareholders’ Meeting.
The website also contains information about Kingfish’s
directors, copies of key corporate governance
documents, and general company information.
The board recognises that other stakeholders may
have an interest in Kingfish’s activities. While there are
no specific stakeholders’ interests that are currently
identifiable, Kingfish will continue to review policies in
consideration of future interests.
COMMUNICATING WITH SHAREHOLDERS
Kingfish communicates regularly with its shareholders
through its monthly and quarterly updates. The Company
receives questions from shareholders from time to time,
and has processes in place to ensure shareholder
communications are responded to within a reasonable
timeframe. The Company’s website sets out Kingfish’s
appropriate contact details for communications from
shareholders. Kingfish also provides options for
shareholders to receive and send communications by
post or electronically.
SHAREHOLDER VOTING RIGHTS
When required by the Companies Act 1993, Kingfish’s
Constitution, and the NZX Listing Rules, Kingfish will refer
decisions to shareholders for approval. Kingfish’s policy
is to conduct voting at its shareholder meetings by way of
poll and on the basis of one share, one vote.
NOTICE OF ANNUAL MEETING
The 2023 Kingfish Notice of Annual Shareholders'
Meeting will be sent to shareholders at least 20 working
days prior to the meeting and will be published on
Kingfish's website.
Subject to any COVID-19 or similar restrictions which
prevent the Company from holding a physical meeting,
this year’s Annual Shareholders' Meeting will be held at
10.30am on 4 August 2023, at the Ellerslie Event Centre
in Auckland, and online. 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 if they are unable to attend
either form of the meeting.
MANAGEMENT AGREEMENT RENEWAL
The Management Agreement between Kingfish and
Fisher Funds is subject to renewal every five years. The
Management Agreement is next subject to renewal in
March 2024.
NZX WAIVERS
There were no waivers granted by NZX or relied upon
by the Company in the financial year ended 31 March
2023.
CAPITAL RAISINGS
Kingfish Warrant Issue (KFLWG)
On 15 November 2021, Kingfish issued 79,075,168
warrants to eligible shareholders. On 18 November
2022 (the “Exercise Date”), Kingfish warrant holders had
the option to convert their warrants into ordinary Kingfish
shares at an exercise price of $1.90 per warrant. On the
Exercise Date, 133,568 warrants were converted into
Kingfish ordinary shares, with new shares being allotted
to the relevant warrant holders on 23 November 2022.
The remaining 78,941,600 warrants which were not
exercised lapsed, and all rights in regards to them
expired.
The funds received through the exercise of the warrants
were invested in Kingfish’s then current investment
portfolio of stocks.
33
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ANNUAL REPORT
2023
FOR THE YEAR ENDED 31 MARCH 2023
We present the financial statements for Kingfish Limited for the year ended 31 March 2023.
We have ensured that the financial statements for Kingfish Limited present fairly the financial position of the
Company as at 31 March 2023 and its financial performance and cash flows for the year ended on that date.
We have ensured that the accounting policies used by the Company comply with generally accepted
accounting practice in New Zealand and believe that proper accounting records have been kept. We have
ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.
We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and
detect fraud and other irregularities.
The Kingfish board authorised these financial statements for issue on 22 May 2023.
Andy Coupe Carol Campbell
David McClatchy Fiona Oliver
DIRECTORS’ STATEMENT
OF RESPONSIBILITY
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ANNUAL REPORT
2023
FINANCIAL
STATEMENTS CONTENTS
36Statement of Comprehensive Income
37Statement of Changes in Equity
38Statement of Financial Position
39Statement of Cash Flows
40Notes to the Financial Statements
35
kingfish limited /
ANNUAL REPORT
2023
Notes
2023
$000
2022
$000
Interest income 471 75
Dividend income 8,551 7, 8 0 9
Net changes in fair value of investments 2 (23,693) (19,951)
Other income 0 1, 413
Total (loss) (14, 671) (10,654)
Operating expenses3 4,775 6,632
Net (loss) before tax (19, 4 4 6 ) ( 1 7, 2 8 6 )
Total tax expense4 23 20
Net (loss) after tax attributable to shareholders (19, 4 6 9 ) ( 1 7, 3 0 6 )
Total comprehensive (loss) after tax attributable to shareholders (19, 4 6 9 ) ( 1 7, 3 0 6 )
Basic (losses) per share6 (6.00c) (5.49c)
Diluted (losses) per share6 (6.00c) (5.49c)
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 MARCH 2023
STATEMENT OF COMPREHENSIVE INCOME
KINGFISH LIMITED
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ANNUAL REPORT
2023
Attributable to shareholders of
the Company
Notes
Share
Capital
$000
Retained
Earnings
$000
Total
Equity
$000
Balance at 31 March 2021 376,079 175,368 5 51, 4 4 7
Comprehensive income
Net (loss) after tax0 ( 1 7, 3 0 6 ) ( 1 7, 3 0 6 )
Total comprehensive (loss) for the year ended 31 March 20220 ( 1 7, 3 0 6 ) ( 1 7, 3 0 6 )
Transactions with shareholders
Dividends paid5 (d) 0 (45,207) (45,207)
New shares issued under dividend reinvestment plan5 (e) 16,505 0 16,505
Shares issued for warrants exercised (net of exercise costs)5 (c)(1)0(1)
Warrant issue costs5 (c)(29)0(29)
Total transactions with shareholders for
the year ended 31 March 2022 16, 475 (45,207) (28,732)
Balance at 31 March 2022 392,554 112,855 505,409
Comprehensive income
Net (loss) after tax 0 (19, 4 6 9 ) (19, 4 6 9 )
Total comprehensive (loss) for the year ended 31 March 2023 0 (19, 4 6 9 ) (19, 4 6 9 )
Transactions with shareholders
Dividends paid5 (d) 0 ( 3 7, 7 3 0 ) ( 3 7, 7 3 0 )
New shares issued under dividend reinvestment plan5 (e) 13,134 0 13,134
Shares issued for warrants exercised (net of exercise costs)5 (c) 243 0 243
Warrant issue costs5 (c) (3) 0 (3)
Total transactions with shareholders for the year ended 31 March 2023 13, 3 74 ( 3 7, 7 3 0 ) (24,356)
Balance at 31 March 2023 405,928 55,656 461,584
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 MARCH 2023
STATEMENT OF CHANGES IN EQUITY
KINGFISH LIMITED
37
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ANNUAL REPORT
2023
Notes
2023
$000
2022
$000
SHAREHOLDERS' EQUITY 461,584 505,409
Represented by:
ASSETS
Current Assets
Cash and cash equivalents 9 6,396 8,006
Trade and other receivables 7 2,652 3,519
Investments at fair value through profit or loss 2 4 53,179 494,850
Total Current Assets 462,227 506,375
TOTAL ASSETS 462,227 506,375
LIABILITIES
Current Liabilities
Trade and other payables 8 643 966
Total Current Liabilities 643 966
TOTAL LIABILITIES 643 966
NET ASSETS 461,584 505,409
These financial statements have been authorised for issue for and on behalf of the Board by:
R A Coupe / Chair C A Campbell / Chair of the Audit and Risk Committee
22 May 2023 22 May 2023
The accompanying notes form an integral part of these financial statements.
AS AT 31 MARCH 2023
STATEMENT OF FINANCIAL POSITION
KINGFISH LIMITED
38
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ANNUAL REPORT
2023
FOR THE YEAR ENDED 31 MARCH 2023
Notes
2023
$000
2022
$000
Operating Activities
Sale of listed equity investments 91,9 92 78,856
Interest received 471 75
Dividends received 8,620 7, 7 9 5
Other income received 0 1, 414
Purchase of listed equity investments (72,849) (69,786)
Operating expenses (5,465) (15,124 )
Taxes paid (23) (20)
Net cash inflows from operating activities9 2 2, 74 6 3,210
Financing Activities
Shares issued for warrants exercised (net of exercise costs)243 (1)
Warrant issue costs (3)(29)
Dividends paid (net of dividends reinvested) (24,596) (28,702)
Net cash (outflows) from financing activities (24,356) (28,732)
Net (decrease) in cash and cash equivalents held (1, 610 ) (25,522)
Cash and cash equivalents at beginning of the year 8,006 33,528
Cash and cash equivalents at end of the year9 6,396 8,006
The accompanying notes form an integral part of these financial statements.
STATEMENT OF CASH FLOWS
KINGFISH LIMITED
39
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ANNUAL REPORT
2023
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE FINANCIAL STATEMENTS
KINGFISH LIMITED
NOTE 1 BASIS OF ACCOUNTING
Reporting Entity
Kingfish Limited ("Kingfish" or "the Company") is listed on the NZX Main Board, is registered in New
Zealand under the Companies Act 1993 and is an FMC Reporting Entity under the Financial Markets
Conduct Act 2013.
The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7 of
the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand
Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS) as appropriate to for-profit entities, and
International Financial Reporting Standards (IFRS).
The financial statements have been prepared on the historical cost basis, except for financial assets at
fair value through profit or loss.
The functional and reporting currency used to prepare the financial statements is New Zealand
dollars, rounded to the nearest one thousand dollars. Where relevant, prior year comparatives have
been reclassified to 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.
Accounting Policies
Accounting policies that summarise the recognition and measurement basis used and are relevant
to an understanding of the financial statements, are provided throughout the notes to the financial
statements and are designated by a symbol.
The accounting policies adopted have been consistently applied to all years presented, unless
otherwise stated.
There are no new accounting standards, amendments to standards and interpretations that have a
material impact on these financial statements. The same applies for any new standards, amendments
to standards and interpretations that have been issued but are not yet effective.
Financial Reporting by Segments
The Company operates in the New Zealand investment industry.
The Company is managed as a whole and is considered to have a single operating segment. There is
no further division of the Company or internal segment reporting used by the Directors when making
strategic, investment or resource allocation decisions.
There has been no change to the operating segment during the year.
Critical Judgements, Estimates and Assumptions
The preparation of financial statements requires the directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. Judgements are designated by a symbol in the notes to the financial
statements. Deferred tax is the key area where estimates and related assumptions are applied (Refer to
Note 4).
Authorisation of Financial Statements
The Kingfish Board of Directors authorised these financial statements for issue on 22 May 2023.
No party may change these financial statements after their issue.
j
40
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ANNUAL REPORT
2023
NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
j
Given that the investment portfolio is managed, and performance is evaluated, on a fair value
basis in accordance with a documented investment strategy, Kingfish has classified all its
investments at fair value through profit or loss.
Investments are initially recognised at fair value and are subsequently revalued to reflect changes
in fair value. Net changes in the fair value of investments are recognised in the Statement of
Comprehensive Income.
Investments at fair value through profit or loss comprise New Zealand listed equity investment
assets.
All purchases and sales of investments are recognised at trade date, which is the date the
Company commits to purchase or sell the investment and transaction costs are expensed as
incurred. When an investment is sold, any gain or loss arising on the sale is included in the
Statement of Comprehensive Income. Realised gains or losses are calculated as the difference
between the sale proceeds and the carrying amount of the item.
The fair value of listed equity investments traded in active markets are based on last sale prices
at balance date, except where the last sale price (which may have been prior to balance date)
falls outside the bid-ask spread at close of business on balance date for a particular investment, in
which case the bid price will be used to value the investment.
Dividend income from investments is recognised in the Statement of Comprehensive Income when
the Company's right to receive payments is established (ex-dividend date).
Investments recognised at fair value are categorised according to a fair value hierarchy that shows
the extent of judgement used in determining their fair value. Where unadjusted quoted prices are
used, the investments are categorised as Level 1. When significant inputs derived from observable
market data are used, the investments are categorised as Level 2. If significant inputs are not
based on observable market data, they are categorised as Level 3.
j
All listed equity investments held by Kingfish are categorised as Level 1. There have been no
transfers between levels of the fair value hierarchy during the year (2022: none). There were no
financial instruments classified as Level 2 or 3 at 31 March 2023 (2022: none).
Investments at fair value through profit or loss
2023
$000
2022
$000
New Zealand listed equity investments 4 53,179 494,850
Total investments at fair value through profit or loss 4 5 3,179 494,850
Net changes in fair value of investments
New Zealand listed equity investments(23,693)(19,951)
Net changes in fair value of investments through profit or loss (23,693) (19,951)
41
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ANNUAL REPORT
2023
NOTE 3 OPERATING EXPENSES
2023
$000
2022
$000
Management fees (note 10(a)(i)) 3,499 5,344
Administration services (note 10(a)(i)) 159 159
Directors' fees (note 10(b)) 181 185
Custody, accounting and brokerage 456 489
Investor relations and communications 174 190
NZX fees 94 70
Professional fees 34 54
Fees paid to the auditor:
Statutory audit and review of financial statements 56 53
Non assurance services
1
0 5
Other operating expenses 122 83
Total operating expenses 4,775 6.632
1
Non-assurance services relate to agreed upon procedures performed in respect of the performance
fee calculation. The prior year figure relates to the procedures performed for the 2021 year which were
underaccrued and paid for during the 2022 financial year. There have been no procedures performed in the
2023 financial year. No other fees were paid to the auditor.
NOTE 4 TAXATION
Kingfish is a Portfolio Investment Entity ("PIE") for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantively enacted at
balance date, and any adjustment to tax payable in respect of previous years. Current tax for
current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or
refundable). Deferred tax (if any) is recognised as the difference between the carrying amounts
of assets and liabilities in the financial statements and the amounts used for taxation purposes. A
deferred tax asset is only recognised to the extent it is probable it will be utilised.
j
A deferred tax asset of $13,401,607, resulting largely from tax losses of $47,140,497, at 31 March
2023 (2022: tax asset of $12,761,635, tax losses of $45,005,418) has not been recognised, as
the tax structure of the Company is unlikely to lead to the utilisation of a deferred tax asset. This
unrecognised deferred tax asset is reviewed annually.
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
42
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ANNUAL REPORT
2023
NOTE 4 TAXATION CONTINUED
Taxation expense is determined as follows:
2023
$000
2022
$000
Net (loss) before tax (19, 4 4 6 ) ( 1 7, 2 8 6 )
Non-taxable realised gain on investments (20,957) (22,405)
Non-taxable unrealised loss on investments 4 4,681 42,362
Imputation credits 2,668 2,306
Non-deductible expenditure 380 407
Taxable income 7, 3 2 6 5,384
Tax at 28% 2,051 1,508
Imputation credits (2,668) (2,306)
Deferred tax not recognised 640 818
Total tax expense 23 20
Taxation expense comprises:
Current tax 0 20
0 20
Current tax balance
Opening balance 0 0
Current tax expense 0 (20)
Tax paid 0 20
Current tax receivable 0 0
Imputation credits
The imputation credits available for subsequent reporting periods total $312,173 (2022: $261,652).
This amount represents the balance of the imputation credit account at the end of the reporting
period, adjusted for imputation credits that will arise from the receipt of dividends recognised as a
receivable at 31 March 2023.
NOTE 5 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.
Kingfish has 330,213,075 fully paid ordinary shares on issue (2022: 320,875,194). All ordinary
shares are classified as equity, rank equally and have no par value. All shares carry an entitlement
to dividends and one vote is attached to each fully paid ordinary share.
43
kingflsh limited /
ANNUAL REPORT
2023
NOTE 5 SHAREHOLDERS' EQUITY CONTINUED
b. Buybacks
Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2023,
Kingfish did not acquire any shares (2022: 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 (2022: nil).
c. Warrants
On 18 November 2022, 133,568 new Kingfish warrants valued at $253,779 less exercise costs
of $11,221 (net $242,558) were exercised at $1.90 per warrant, and the remaining 78,941,600
warrants lapsed.
Warrant exercise costs of $1,205 were incurred in April 2021 relating to the March 2021 warrant
exercise.
Warrants issue costs of $3,094 (2022: $29,030) were incurred in July 2022 relating to the
November 2021 warrant listing.
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 Kingfish board.
Kingfish has a distribution policy where 2% of average NAV is distributed each quarter. Dividends
paid during the year comprised:
2023
$000
Cents per
share
2022
$000
Cents per
share
23 Jun 2022 10,14 0 3.16 25 Jun 2021 11, 2 3 4 3.60
23 Sep 2022 9,14 3 2.83 24 Sep 2021 11, 0 5 9 3.52
16 Dec 2022 9, 3 0 4 2.86 17 Dec 2021 11,608 3.67
24 Mar 2023 9,14 3 2.79 25 Mar 2022 11, 3 0 6 3.55
3 7, 7 3 0 11. 6 4 45,207 14.34
e. Dividend Reinvestment Plan
Kingfish has a dividend reinvestment plan which provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-
day volume weighted average share price from the date the shares trade ex-entitlement. During the
year ended 31 March 2023, 9,204,313 ordinary shares totalling $13,133,721 (2022: 8,838,053
ordinary shares totalling $16,504,860) were issued in relation to the plan for the quarterly dividends
paid. To participate in the dividend reinvestment plan, a completed participation notice must be
received by Kingfish before the next record date.
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
44
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ANNUAL REPORT
2023
NOTE 6 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares on issue during the year. Diluted
earnings per share assumes conversion of all dilutive potential ordinary shares in determining the
denominator. Potential ordinary shares include outstanding warrants.
Basic (losses) per share20232022
Net (loss) after tax attributable to shareholders ($'000) (19, 4 69 ) ( 1 7, 3 0 6 )
Weighted average number of ordinary shares on issue net of treasury
stock ('000) 324,446 315, 429
Basic (losses) per share (6.00c) (5.49c)
Diluted (losses) per share
Net (loss) after tax attributable to shareholders ($'000) (19, 4 69 ) ( 1 7, 3 0 6 )
Weighted average number of ordinary shares on issue net of treasury
stock ('000) 324,446 315, 429
Diluted effect of warrants ('000)
1
0 0
324,446 315, 429
Diluted (losses) per share (6.00c) (5.49c)
1
Warrants on issue during the period were not assumed to be exercised because they were antidilutive.There
were no outstanding warrants on issue at 31 March 2023.
45
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ANNUAL REPORT
2023
NOTE 7 TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as financial assets at amortised cost and are initially
recognised at fair value, and subsequently measured at amortised cost less any provision for
impairment. Receivables are assessed on a case-by-case basis for impairment.
j
The trade and other receivables' carrying values are a reasonable approximation of fair value.
2023
$000
2022
$000
Dividends receivable 272 341
Unsettled investment sales0 1, 4 33
Related party receivable (note 10(a)(ii)) 2,333 1,688
Prepayments 47 57
Total trade and other receivables 2,652 3, 519
NOTE 8 TRADE AND OTHER PAYABLES
Trade and other payables are classified as other financial liabilities and are initially recognised at
fair value, and subsequently measured at amortised cost.
j
The trade and other payables' carrying values are a reasonable approximation of fair value.
2023
$000
2022
$000
Related party payable (note 10(a)(i)) 499 547
Unsettled investment purchases 0 268
Other payables and accruals 14 4 151
Total trade and other payables 643 966
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
46
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ANNUAL REPORT
2023
NOTE 9 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents
Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash
on deposit at banks and short-term money market deposits.
2023
$000
2022
$000
Cash - New Zealand dollars 6,396 8,006
Cash and cash equivalents 6,396 8,006
Reconciliation of Net (Loss) after Tax to Net Cash Flows
Net (loss) after tax (19, 4 6 9 ) ( 1 7, 3 0 6 )
Items not involving cash flows
Unrealised losses on revaluation of investments 4 4,681 42,362
4 4,681 42,362
Impact of changes in working capital items
(Decrease) in trade and other payables (323) (8,007)
Decrease/(increase) in trade and other receivables 867 (3,150)
544 (11,15 7 )
Items relating to investments
Amounts paid for purchases of investments (72,849) (69,786)
Amounts received from sales of investments net of realised gains/losses 71,0 0 4 56,445
Movements in unsettled purchases of investments 268 1,219
Movements in unsettled sales of investments (1, 4 33) 1, 4 33
(3,010) (10,689)
Net cash inflows from operating activities 2 2, 74 6 3,210
47
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ANNUAL REPORT
2023
NOTE 10 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant
influence over the other party in making financial or operational decisions.
a. Fisher Funds Management Limited
Fisher Funds Management Limited ("Fisher Funds" or "the Manager") is an entity that provides key
management personnel services to Kingfish by virtue of its management agreement.
In return for the performance of its duties as Manager, Fisher Funds is paid the following fees:
Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and
payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the
Manager's interests with those of the Kingfish shareholders. For every 1% underperformance (relative
to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by
0.1%, subject to a minimum 0.75% per annum management fee.
Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess
returns over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank
Bill Index plus 7%) subject to achieving the High Water Mark ("HWM"). The total performance fee
amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees) and is
settled fully in cash.
The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset
value per share (after adjustment for capital changes and distributions) at the end of any previous
calculation period in which a performance fee was payable, multiplied by the number of shares at
the end of the period.
In accordance with the terms of the Management Agreement, when a performance fee is earned, it
is paid within 60 days of the balance date.
Performance fees paid to the Manager are recognised as an expense in the Statement of
Comprehensive Income when incurred.
Administration fee: Fisher Funds provides corporate administration services and a fee is payable
monthly in arrears.
(i) Fees earned and payable:
2023
$000
2022
$000
Fees earned by the Manager for the year ended 31 March
Management fees 3,499 5,344
Administration services 159 159
Operating expenses 3,658 5,503
For the year ended 31 March 2023, the Manager did not achieve a return in excess of the
performance fee hurdle return and the HWM (2022: No excess returns were generated).
Accordingly, the Company has not expensed a performance fee for the year ended 31 March 2023
(2022: Nil).
Fees payable to the Manager at 31 March
Management fees 486 534
Administration services 13 13
Related party payables 499 547
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
48
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ANNUAL REPORT
2023
NOTE 10 RELATED PARTY INFORMATION CONTINUED
(ii) Related Party Receivables
2023
$000
2022
$000
Fees receivable from the Manager 31 March
Management fee credit note 2,333 1,688
Related party receivable 2,333 1, 6 8 8
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 as the gross
return underperformed the NZ 90 Day Bank Bill Index by 6.1 percentage points (31 March 2022:
3.5 percentage points). As a result of the management fee adjustment which had been accrued
during the year, Fisher Funds raised a credit note for $2,332,665 at balance date (31 March 2022:
$1,687,584) which will be used by the Company to cover future monthly management fees until fully
utilised.
(iii) Investment transactions with related parties
Off-market transactions between Kingfish and other funds managed by Fisher Funds take place for
the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are
conducted after the market has closed at last sale price. There were no purchases for the year ended
31 March 2023 (2022: $3,097,605) and sales totalled $3,398,118 (2022: $1,458,243).
b. Directors
Kingfish considers its Board of Directors ("Directors") key management personnel. Kingfish does not
have any employees.
During the financial year the Directors earned fees for their services of $181,125 (2022: $184,725).
The directors' fee pool is $181,125 for the year ended 31 March 2023 (2022: $181,125). There were
no Director fees payable at the end of the period (31 March 2022: nil).
The Directors held shares in the Company at 31 March 2023 which total 0.04% of total shares on
issue (31 March 2022: 0.06%). The reduction in Director Shareholding is a result of changes in
Directors during the financial year. The Directors did not hold warrants in the Company as at 31
March 2023, as there were none on issue (31 March 2022: 0.06%).
Dividends of $13,949 (31 March 2022: $525,429) were also received by Directors or their
associates as a result of their shareholding during the financial year.
NOTE 11 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment
activities, including market risk, credit risk and liquidity risk.
The Management Agreement between Kingfish and Fisher Funds details permitted investments.
Financial instruments currently recognised in the financial statements also comprise cash and cash
equivalents, trade and other receivables and trade and other payables.
Market Risk
All equity investments present a risk of loss of capital, often due to factors beyond the Company's
control such as competition, regulatory changes, commodity price changes and changes in general
economic climates domestically and internationally. The Manager moderates this risk through
careful stock selection, diversification and daily monitoring of the market positions. For corporate
governance purposes there is also regular reporting to the Board of Directors. In addition, the
Manager has to meet the criteria of authorised investments within the prudential limits defined in the
Management Agreement.
The maximum market risk resulting from financial instruments is determined as their fair value.
49
kingflsh limited /
ANNUAL REPORT
2023
NOTE 11 FINANCIAL RISK MANAGEMENT CONTINUED
Price Risk
Price risk is the risk of gains or losses from changes in the market price of investments. The Company
is exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. The
following companies individually comprise more than 10% of Kingfish’s total assets at 31 March
2023, and therefore fluctuations in the value of these portfolio companies will have a greater impact
on the overall investments balance.
2023 2022
Mainfreight Limited17%20%
Infratil Limited17%18%
Fisher and Paykel Healthcare Corporation Limited16%14%
Summerset Group Holdings Limited8%10%
Interest Rate Risk
Interest rate risk is the risk of movements in local interest rates. The Company is exposed to the risk
of gains or losses or changes in interest income from movements in local interest rates. There is no
hedge against the risk of movements in interest rates.
The Company may use short-term fixed rate borrowings to fund investment opportunities. There were
no borrowings at 31 March 2023 (2022: nil).
Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because
of changes in foreign exchange rates. The Company generally holds assets denominated in New
Zealand dollars and is therefore not directly exposed to currency risk. The portfolio companies that
Kingfish invests in may be affected by currency risk that may impact on the market value of the
underlying portfolio company.
Sensitivity Analysis
The table below summarises the impact on net operating profit after tax and shareholders' equity
to reasonably possible changes in the carrying value of financial instruments to market risk
exposure at 31 March as follows:
2023
$000
2022
$000
Price risk
1
Investments at fair value
through profit or loss
(listed) Carrying value 4 53,179 494,850
Impact of a 20% change in market prices: +/- 90,636 98,970
Interest rate risk
2
Cash and cash
equivalents Carrying value 6,396 8,006
Impact of a 1% change in interest rates: +/- 64 80
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.
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
50
kingflsh limited /
ANNUAL REPORT
2023
Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Company. In the normal course of its business, the Company is exposed to credit risk from
transactions with its counterparties.
Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions in
listed securities are paid for on delivery according to standard settlement instructions and are normally
settled within three business days. Dividends receivables are due from listed New Zealand companies
and are normally settled within a month after the Ex-Dividend date.
The Company measures credit risk and expected credit losses using probability of default, exposure
at default and loss given default. Management considers both historical analysis and forward looking
information in determining any expected credit loss. At balance date, cash at bank was held with
counterparties with a credit rating of S&P AA- or equivalent. Trade and other receivables are normally
settled within three business days. Management considers the probability of default to be close to zero
as the counterparties have a strong capacity to meet their contractual obligations in the near term. As
a result, no loss allowance has been recognised based on 12 month expected credit losses as any such
impairment would be wholly insignificant to the Company.
The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the
Statement of Financial Position.
Other than cash at bank, short term unsettled trades and dividends receivable, there are no significant
concentrations of credit risk. The Company does not expect non-performance by counterparties,
therefore no collateral or security is required.
Liquidity Risk
Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash in
order to meet the Company's financial obligations as they fall due. The Company endeavours to invest
the proceeds from the issue of shares in appropriate investments while maintaining sufficient liquidity
(through daily cash monitoring) to meet working capital and investment requirements. All trade and other
payables have contractual maturities of 3 months or less.
Liquidity to fund investment requirements can be augmented through the procurement of a debt facility
from a registered bank to a maximum value of 20% of the gross asset value of the Company. There were
no such debt facilities at 31 March 2023 (2022: nil).
There have been no subsequent events to suggest any issues with satisfying working capital and
investment requirements.
Capital Risk Management
The Company’s objective is to prudently manage shareholder capital (share capital, reserves, retained
earnings) and borrowings (if any).
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares and
secure borrowings in the short term.
The Company was not subject to any externally imposed capital requirements during the year.
Since announcing a long-term distribution policy in June 2009, the Company continues to pay 2% of
average net asset value each quarter in dividends.
51
kingfish limited /
ANNUAL REPORT
2023
NOTE 12 NET ASSET VALUE
The net asset value of Kingfish as at 31 March 2023 was $1.40 per share (2022: $1.58) calculated
as the net assets of $461,584,438 divided by the number of shares on issue of 330,213,075 (2022:
net assets of $505,409,400 and shares on issue of 320,875,194).
NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIES
There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2023
(2022: nil).
NOTE 14 SUBSEQUENT EVENTS
Dividend: On 22 May 2023, the Board declared a dividend of 2.82 cents per share. The record
date for this dividend is 8 June 2023 with a payment date of 23 June 2023.
PushPay Holdings Limited: On 27 April 2023 the shareholders of PushPay Holdings Limited (PPH)
voted in favour of a revised scheme of arrangement, which has seen PPH sold to a consortium that
includes investment firms Sixth Street and BGH Capital for $1.42 per share. The takeover transaction
settled 19 May 2023. The PPH shares that were held in the Kingfish portfolio as at 31 March 2023
had been valued at $1.39 per share.
There were no other events which require adjustment to or disclosure in these financial statements.
FOR THE YEAR ENDED 31 MARCH 2023
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
Independen t auditor’s report
To theshareholdersof KingfishLimited
Ouropinion
In ouropinion,theaccompanyingfinancialstatementsof KingfishLimited(theCompany)present
fairly, in allmaterialrespects,thefinancialpositionof theCompanyasat 31March2023,itsfinancial
performanceanditscashflowsfortheyearthenendedin accordancewithNewZealandEquivalents
to InternationalFinancialReportingStandards(NZIFRS)andInternationalFinancialR
eporting
Standards(IFRS).
Whatwe haveaudited
Thefinancialstatementscomprise:
●thestatementof financialpositionasat 31March2023;
●thestatementof comprehensiveincomefortheyearthenended;
●thestatementof changesin equityfortheyearthenended;
●thestatementof cashflowsfortheyearthenended;and
●thenotesto thefinancialstatements,whichincludesignificantaccountingpoliciesandother
explanatoryinformation.
Basisforopinion
We condu
ctedourauditin accordancewithInternationalStandardsonAuditing(NewZealand)(ISAs
(NZ))andInternationalStandardsonAuditing(ISAs).Ourresponsibilitiesunderthosestandardsare
furtherdescribedin theAuditor’s responsibilitiesfortheauditofthefinancialstatementssectionof our
report.
We believethattheauditevidencewehaveobtainedis sufficientandappropriateto providea basis
forouropinion.
Independence
We areindependentof theComp
anyin accordancewithProfessionalandEthicalStandard1
InternationalCodeofEthicsforAssurancePractitioners(includingInternationalIndependence
Standards)(NewZealand)(PES1)issuedbytheNewZealandAuditingandAssuranceStandards
BoardandtheInternationalCodeofEthicsforProfessionalAccountants(includingInternational
IndependenceStandards)issuedbytheInternationalEthicsStandardsBoardforAccountants(IESBA
Code),andwehavef
ulfilledourotherethicalresponsibilitiesin accordancewiththeserequirements.
Otherthanin ourcapacityasauditorwehavenorelationshipwith,orinterestsin,theCompany.
Keyauditmatter
Keyauditmattersarethosemattersthat,in ourprofessionaljudgement,wereof mostsignificancein
ourauditof thefinancialstatementsof thecurrentyear. Giventhenatureof theCompany, wehave
onekeyauditmatter:Valuationandexistenceof investmentsat fairvaluet
hroughprofitorloss.The
matterwasaddressedin thecontextof ourauditof thefinancialstatementsasa whole,andin forming
ouropinionthereon,andwedonotprovidea separateopiniononthematter.
PricewaterhouseCoopers,PwCTower,15 CustomsStreetWest,PrivateBag92162,Auckland1142NewZealand
T: +649 3558000,www.pwc.co.nz
52
kingflsh limited /
ANNUAL REPORT
2023
Independen t auditor’s report
To theshareholdersof KingfishLimited
Ouropinion
In ouropinion,theaccompanyingfinancialstatementsof KingfishLimited(theCompany)present
fairly, in allmaterialrespects,thefinancialpositionof theCompanyasat 31March2023,itsfinancial
performanceanditscashflowsfortheyearthenendedin accordancewithNewZealandEquivalents
to InternationalFinancialReportingStandards(NZIFRS)andInternationalFinancial
Reporting
Standards(IFRS).
Whatwe haveaudited
Thefinancialstatementscomprise:
●thestatementof financialpositionasat 31March2023;
●thestatementof comprehensiveincomefortheyearthenended;
●thestatementof changesin equityfortheyearthenended;
●thestatementof cashflowsfortheyearthenended;and
●thenotesto thefinancialstatements,whichincludesignificantaccountingpoliciesandother
explanatoryinformation.
Basisforopinion
We cond
uctedourauditin accordancewithInternationalStandardsonAuditing(NewZealand)(ISAs
(NZ))andInternationalStandardsonAuditing(ISAs).Ourresponsibilitiesunderthosestandardsare
furtherdescribedin theAuditor’s responsibilitiesfortheauditofthefinancialstatementssectionof our
report.
We believethattheauditevidencewehaveobtainedis sufficientandappropriateto providea basis
forouropinion.
Independence
We areindependentof theCom
panyin accordancewithProfessionalandEthicalStandard1
InternationalCodeofEthicsforAssurancePractitioners(includingInternationalIndependence
Standards)(NewZealand)(PES1)issuedbytheNewZealandAuditingandAssuranceStandards
BoardandtheInternationalCodeofEthicsforProfessionalAccountants(includingInternational
IndependenceStandards)issuedbytheInternationalEthicsStandardsBoardforAccountants(IESBA
Code),andwehave
fulfilledourotherethicalresponsibilitiesin accordancewiththeserequirements.
Otherthanin ourcapacityasauditorwehavenorelationshipwith,orinterestsin,theCompany.
Keyauditmatter
Keyauditmattersarethosemattersthat,in ourprofessionaljudgement,wereof mostsignificancein
ourauditof thefinancialstatementsof thecurrentyear. Giventhenatureof theCompany, wehave
onekeyauditmatter:Valuationandexistenceof investmentsat fairvalue
throughprofitorloss.The
matterwasaddressedin thecontextof ourauditof thefinancialstatementsasa whole,andin forming
ouropinionthereon,andwedonotprovidea separateopiniononthematter.
PricewaterhouseCoopers,PwCTower,15 CustomsStreetWest,PrivateBag92162,Auckland1142NewZealand
T: +649 3558000,www.pwc.co.nz
Independen t auditor’s report
To theshareholdersof KingfishLimited
Ouropinion
In ouropinion,theaccompanyingfinancialstatementsof KingfishLimited(theCompany)present
fairly, in allmaterialrespects,thefinancialpositionof theCompanyasat 31March2023,itsfinancial
performanceanditscashflowsfortheyearthenendedin accordancewithNewZealandEquivalents
to InternationalFinancialReportingStandards(NZIFRS)andInternationalFinancialR
eporting
Standards(IFRS).
Whatwe haveaudited
Thefinancialstatementscomprise:
●thestatementof financialpositionasat 31March2023;
●thestatementof comprehensiveincomefortheyearthenended;
●thestatementof changesin equityfortheyearthenended;
●thestatementof cashflowsfortheyearthenended;and
●thenotesto thefinancialstatements,whichincludesignificantaccountingpoliciesandother
explanatoryinformation.
Basisforopinion
We condu
ctedourauditin accordancewithInternationalStandardsonAuditing(NewZealand)(ISAs
(NZ))andInternationalStandardsonAuditing(ISAs).Ourresponsibilitiesunderthosestandardsare
furtherdescribedin theAuditor’s responsibilitiesfortheauditofthefinancialstatementssectionof our
report.
We believethattheauditevidencewehaveobtainedis sufficientandappropriateto providea basis
forouropinion.
Independence
We areindependentof theComp
anyin accordancewithProfessionalandEthicalStandard1
InternationalCodeofEthicsforAssurancePractitioners(includingInternationalIndependence
Standards)(NewZealand)(PES1)issuedbytheNewZealandAuditingandAssuranceStandards
BoardandtheInternationalCodeofEthicsforProfessionalAccountants(includingInternational
IndependenceStandards)issuedbytheInternationalEthicsStandardsBoardforAccountants(IESBA
Code),andwehavef
ulfilledourotherethicalresponsibilitiesin accordancewiththeserequirements.
Otherthanin ourcapacityasauditorwehavenorelationshipwith,orinterestsin,theCompany.
Keyauditmatter
Keyauditmattersarethosemattersthat,in ourprofessionaljudgement,wereof mostsignificancein
ourauditof thefinancialstatementsof thecurrentyear. Giventhenatureof theCompany, wehave
onekeyauditmatter:Valuationandexistenceof investmentsat fairvaluet
hroughprofitorloss.The
matterwasaddressedin thecontextof ourauditof thefinancialstatementsasa whole,andin forming
ouropinionthereon,andwedonotprovidea separateopiniononthematter.
PricewaterhouseCoopers,PwCTower,15 CustomsStreetWest,PrivateBag92162,Auckland1142NewZealand
T: +649 3558000,www.pwc.co.nz
53
kingflsh limited /
ANNUAL REPORT
2023
Descriptionof thekeyauditmatterHowourauditaddressedthekeyauditmatter
Valuationandexistenceofinvestments
atfairvaluethroughprofitorloss
Investmentsat fairvaluethroughprofitor
loss(investments)arevaluedat $453
millionandrepresent98%of totalassets.
Furtherdisclosuresontheinvestmentsare
includedin note2 to thefinancial
statements.
Dueto thesizeof investmentsthiswasan
areaof focusforourauditandanarea
wherea significantpro
portionof auditef fort
wasdirected.
Asat 31March2023,allinvestmentswere
in companiesthatwerelistedontheNZX
MainBoardandwereactivelytradedwith
readilyavailable,quotedmarketprices.
AllinvestmentsareheldbyTrustees
ExecutorsLimited(theCustodian)onbehalf
of theCompany. TrusteesExecutorsLimited
alsoprovidesadministrationservicesforthe
Company.
Ourauditproceduresincludedupdatingour
understandingof thebusinessprocessesemplo
yed
bytheCompanyforaccountingfor , andvaluing,its
investmentportfolio.
We obtainedconfirmationfromtheCustodianthat
theCompanywasthelegalownerof all
investmentsrecordedasat 31March2023.
We obtainedcopiesof theTrusteesExecutors
Limited’s InternalControlsReportsforCustody,
SuperannuationMemberAdministration,Investment
AdministrationandRegistryfortheperiodfrom1
April2022to 31March2023andassessedthe
impactof anyexceptionso
n theCompany’s financial
statements.
We agreedthepriceforallinvestmentsheldat 31
March2023to independentthird-partypricing
sourceswithoutexception.
Ourauditapproach
Overview
MaterialityOverallmateriality:$2,307,000,whichrepresents0.5%of netassets.
We usedthisbenchmarkbecause,in ourview, theobjectiveof the
Companyis to provideinvestorswitha totalreturnonitsassets,
takingaccountof bothcapitalandincomereturns.
Keyauditmatte
rAsreportedabove,wehaveonekeyauditmatter, being:
●Valuationandexistenceof investmentsat fairvaluethrough
profitorloss.
Aspartof designingouraudit,wedeterminedmaterialityandassessedtherisksof material
misstatementin thefinancialstatements.In particular, weconsideredwheremanagementmade
subjectivejudgements;forexample,in respectof significantaccountingestimatesthatinvolved
makingassumptionsandconsideringfutureevent
s thatareinherentlyuncertain.Asin allof ouraudits,
wealsoaddressedtheriskof managementoverrideof internalcontrols,includingamongother
matters,considerationof whethertherewasevidenceof biasthatrepresenteda riskof material
misstatementdueto fraud.
We tailoredthescopeof ourauditin orderto performsufficientworkto enableusto provideanopinion
onthefinancialstatementsasa whole,takingintoaccountthestructureof theCompany, the
acco
untingprocessesandcontrols,andtheindustryin whichtheCompanyoperates.
Materiality
Thescopeof ourauditwasinfluencedbyourapplicationof materiality. Anauditis designedto obtain
reasonableassuranceaboutwhetherthefinancialstatementsarefreefrommaterialmisstatement.
PwC2
54
kingflsh limited /
ANNUAL REPORT
2023
Misstatementsmayarisedueto fraudorerror. Theyareconsideredmaterialif, individuallyorin
aggregate,theycouldreasonablybeexpectedto influencetheeconomicdecisionsof userstakenon
thebasisof thefinancialstatements.
Basedonourprofessionaljudgement,wedeterminedcertainquantitativethresholdsformateriality,
includingtheoverallmaterialityforthefinancialstatementsasa wholeassetoutabove.These,
togetherwithqualitativecons
iderations,helpedusto determinethescopeof ouraudit,thenature,
timingandextentof ourauditproceduresandto evaluatetheef fectof misstatements,bothindividually
andin aggregate,onthefinancialstatementsasa whole.
Otherinformation
TheDirectorsareresponsiblefortheotherinformation.Theotherinformationcomprisesthe
informationincludedin theannualreport,butdoesnotincludethefinancialstatementsandour
auditor'sreportthereon.The
annualreportis expectedto bemadeavailableto usafterthedateof this
auditor'sreport.
Ouropiniononthefinancialstatementsdoesnotcovertheotherinformationandwewillnotexpress
anyformof auditopinionorassuranceconclusionthereon.
In connectionwithourauditof thefinancialstatements,ourresponsibilityis to readtheother
informationand,in doingso,considerwhethertheotherinformationis materiallyinconsistentwiththe
financialstatemen
ts orourknowledgeobtainedin theaudit,orotherwiseappearsto bematerially
misstated.
Whenwereadtheotherinformationnotyetreceived,if weconcludethatthereis a material
misstatementtherein,wearerequiredto communicatethematterto theDirectorsanduseour
professionaljudgementto determinetheappropriateactionto take.
ResponsibilitiesoftheDirectorsforthefinancialstatements
TheDirectorsareresponsible,onbehalfof theCompany, forthep
reparationandfairpresentationof
thefinancialstatementsin accordancewithNZIFRSandIFRS,andforsuchinternalcontrolasthe
Directorsdetermineis necessaryto enablethepreparationof financialstatementsthatarefreefrom
materialmisstatement,whetherdueto fraudorerror.
In preparingthefinancialstatements,theDirectorsareresponsibleforassessingtheCompany’s
abilityto continueasa goingconcern,disclosing,asapplicable,mattersrelate
d to goingconcernand
usingthegoingconcernbasisof accountingunlesstheDirectorseitherintendto liquidatethe
Companyorto ceaseoperations,orhavenorealisticalternativebutto doso.
Auditor’s responsibilitiesfortheauditofthefinancialstatements
Ourobjectivesareto obtainreasonableassuranceaboutwhetherthefinancialstatements,asa whole,
arefreefrommaterialmisstatement,whetherdueto fraudorerror, andto issueanauditor’s reportthat
i
ncludesouropinion.Reasonableassuranceis a highlevelof assurance,butis nota guaranteethat
anauditconductedin accordancewithISAs(NZ)andISAswillalwaysdetecta materialmisstatement
whenit exists.Misstatementscanarisefromfraudorerrorandareconsideredmaterialif, individually
orin theaggregate,theycouldreasonablybeexpectedto influencetheeconomicdecisionsof users
takenonthebasisof thesefinancialstatements.
A furtherdescriptio
n of ourresponsibilitiesfortheauditof thefinancialstatementsis locatedat the
ExternalReportingBoard’s websiteat:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-2/
Thisdescriptionformspartof ourauditor’s report.
PwC3
55
kingflsh limited /
ANNUAL REPORT
2023
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 AccountantsAuckland
22 May 2023
PwC4
56
kingflsh limited /
ANNUAL REPORT
2023
SHAREHOLDER INFORMATION
SPREAD OF SHAREHOLDERS AS AT 19 MAY 2023
Holding Range# of Shareholders# of Shares% of Total
1 to 999467198,6760.06
1,000 to 4,9991,1523 , 0 4 7, 9 110.92
5,000 to 9,9991,0587, 4 6 8 ,1 762.26
10,000 to 49,9992,70163,093,56619.11
50,000 to 99,9997144 9, 611, 0 3 715.02
100,000 to 499,999598113 , 2 7 2 , 0 4 934.31
500,000 +7693, 521,6 6 028.32
TOTAL6, 76 6330,213,075100%
20 LARGEST SHAREHOLDERS AS AT 19 MAY 2023
Holder Name# of Shares% of Total
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>9, 3 8 9, 3 622.84
CUSTODIAL SERVICES LIMITED <A/C 4>6 , 6 3 7, 9 1 82.01
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>5,313,98 41.61
STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA
SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED
<THE THORNTON-SCHOLTEN FAMILY A/C>4,6 41, 50 41. 41
ASB NOMINEES LIMITED <179669 A/C>3,347,3151.01
DAVID HUGH BROWN & SUSANNA LLEWELLYN BROWN3,026,0000.92
FNZ CUSTODIANS LIMITED2,904,7070.88
LEVERAGED EQUITIES FINANCE LIMITED <DRP>2,241, 5390.68
CUSTODIAL SERVICES LIMITED <A/C 6>2,138,8 010.65
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>1,86 0, 56 60.56
ENE TRUSTEES LIMITED1, 7 76,24 50.54
SEATON STUART JAMES BENNY1 , 7 0 7, 3 6 00.52
LLOYD JAMES CHRISTIE1,639,8500.50
NEIL BARRY ROBERTS1, 532,6 0 00.46
MURRAY JOHN LOMBARD ALDRIDGE & LESLEY ANN ALDRIDGE &
ALDRIDGE TRUSTEE 2019 LIMITED <ALDRIDGE FAMILY A/C>1, 475,2580.45
COLIN DAVID CRAIG BENNETT1, 413,2780.43
DAVID ROBERT APPLEBY & PRUDENCE JANE COTTER <DAVID APPLEBY
INVESTMENT A/C>1,295,0000.39
STEPHEN THOMAS WRIGHT & JANICE ALISON WRIGHT1, 28 9, 73 60.39
ALBERT JOHN HARWOOD & MARLENE MARY HARWOOD1,288,3070.39
SASKIA THORNTON1,25 4,1970.38
TOTAL56,173,52717. 0 2
57
kingfish limited /
ANNUAL REPORT
2023
STATUTORY INFORMATION
DIRECTORS’ RELEVANT INTERESTS IN EQUITY SECURITIES AT 31 MARCH 2023
Interests Register
Kingfish is required to maintain an interests register in which the particulars of certain transactions and matters
involving the directors must be recorded. The interests register for Kingfish is available for inspection at its
registered office. Particulars of entries in the interests register as at 31 March 2023 are as follows:
Ordinary Shares
Held
Directly
Held by Associated
Persons
R A Coupe
(1)
6 0,187Nil
C A Campbell
(2)
63,734Nil
D M McClatchy
(3)
2,252Nil
F A Oliver
(4)
NilNil
(1)
R A Coupe received 2,830 shares in the year ended 31 March 2023, purchased on market as per the terms
of the share purchase plan (issue price $1.73). R A Coupe received 4,643 shares in the year ended 31 March
2023, issued under the dividend reinvestment plan (average issue price $1.4405).
(2)
C A Campbell received 2,120 shares in the year ended 31 March 2023, purchased on market as per the terms
of the share purchase plan (issue price $1.73). C A Campbell received 4,917 shares in the year ended 31 March
2023, issued under the dividend reinvestment plan (average issue price $1.4405).
(3)
D M McClatchy received 2,120 shares in the year ended 31 March 2023, purchased on market as per the terms
of the share purchase plan (issue price $1.73). D M McClatchy received 132 shares in the year ended 31 March
2023, issued under the dividend reinvestment plan (average issue price $1.3933).
(4)
F A Oliver joined the Kingfish board after the share purchase plan had been actioned for the year and therefore
she does not hold any Kingfish shares as at 31 March 2023.
DIRECTORS HOLDING OFFICE
Kingfish’s directors as at 31 March 2023 were:
»R A Coupe (Chair)
»C A Campbell
»D M McClatchy
»F A Oliver
During the year, Fiona Oliver was appointed as an independent director (effective 1 June 2022) and Alistair Ryan
retired as a director (effective 1 June 2022).
In accordance with the Kingfish constitution and NZX Listing Rules, Fiona Oliver was elected as a director at the
2022 Annual Shareholders’ Meeting. Andy Coupe retires by rotation at the 2023 Annual Shareholders’ Meeting
and being eligible offers himself for re-election.
DIRECTORS’ INDEMNITY AND INSURANCE
Kingfish has arranged Directors’ and Officers’ liability insurance covering directors acting on behalf of Kingfish.
Cover is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful
acts committed while acting for Kingfish. The types of acts that are not covered include dishonest, fraudulent,
malicious acts or omissions, and wilful breach of statute or regulations.
Kingfish has granted an indemnity in favour of all current directors of the Company in accordance with its
constitution.
58
kingfish limited /
ANNUAL REPORT
2023
EMPLOYEE REMUNERATION
Kingfish does not have any employees. Corporate management services are provided to Kingfish by Fisher Funds
Management Limited.
DIRECTORS’ RELEVANT INTERESTS
The following are relevant interests of Kingfish’s directors as at 31 March 2023:
R A CoupeBarramundi LimitedChair
Marlin Global LimitedChair
Coupe Consulting LimitedDirector
Briscoe Group Limited Director
Television New Zealand LimitedChair
C A CampbellBarramundi LimitedDirector
Marlin Global LimitedDirector
T&G Global LimitedDirector
Hick Bros Holdings Limited & subsidiary companies Director
Woodford Properties 2018 LimitedDirector
alphaXRT LimitedDirector
New Zealand Post LimitedChair
Asset Plus LimitedDirector
Nica Consulting LimitedDirector
NZME LimitedDirector
Cord Bank LimitedDirector
T&G Insurance LimitedDirector
Bankside Chambers LtdDirector
Chubb Insurance New Zealand LimitedDirector
Kiwibank LimitedDirector
D M McClatchyBarramundi LimitedDirector
Marlin Global LimitedDirector
Guardians of NZ SuperannuationDirector
Trust Investment ManagementDirector
F A OliverBarramundi LimitedDirector
Marlin Global LimitedDirector
Gentrack Group LimitedDirector
First Gas GroupDirector
Freightways LimitedDirector
Wynyard Group Limited (in liquidation)Director
New Zealand Water PoloDirector
Summerset Group Holdings LimitedDirector
Guardians of NZ Superannuation Director
59
kingflsh limited /
ANNUAL REPORT
2023
AUDITOR’S REMUNERATION
During the 31 March 2023 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers
New Zealand.
$000
Statutory audit and review of financial statements56
Other assurance services-
Non assurance services-
PricewaterhouseCoopers New Zealand is a registered audit firm, and its audit partners are licensed auditors under
the Auditor Regulation Act 2011.
DONATIONS
Kingfish did not make any donations during the year ended 31 March 2023.
60
kingflsh limited /
ANNUAL REPORT
2023
REGISTERED OFFICE
Kingfish Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
DIRECTORS
Independent Directors
Andy Coupe (Chair)
Carol Campbell
David McClatchy
Fiona Oliver
CORPORATE
MANAGEMENT TEAM
Wayne Burns
Beverley Sutton
MANAGER
Fisher Funds Management Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
SHARE REGISTRAR
Computershare Investor
Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
FOR MORE INFORMATION
For enquiries about transactions, changes of address, and dividend payments, contact the share registrar above.
Alternatively, to change your address, update your payment instructions, and to view your investment portfolio
including transactions online, please visit: www.investorcentre.com/NZ
FOR ENQUIRIES ABOUT KINGFISH CONTACT
Kingfish Limited, Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 93502, Takapuna, Auckland 0740
Phone: +64 9 489 7094 | Email: enquire@kingfish.co.nz
The information contained in this annual report is provided for information purposes only and does not constitute an offer,
invitation, basis for a contract, financial advice, other advice, or recommendation to conclude any transaction for the purchase
or sale of any security, loan, or other instrument. In particular, the information contained in this annual report is not financial
advice for the purposes of the Financial Markets Conduct Act 2013, as amended, and should not be relied upon when making an
investment decision. Professional financial advice from a financial adviser should be taken before making an investment.
AUDITOR
PricewaterhouseCoopers
New Zealand
Level 27
PwC Tower
15 Custom Street West
Auckland 1010
SOLICITOR
Bell Gully
Level 21
48 Shortland Street
Auckland 1010
BANKER
ANZ Bank New Zealand Limited
23-29 Albert Street
Auckland 1010
NATURE OF BUSINESS
The principal activity of Kingfish
is investment in quality, growing
New Zealand companies.
DIRECTORY
61
kingflsh limited /
ANNUAL REPORT
2023
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.
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