Winton meets guidance and delivers record year (FY23)
22 August 2023
Client Market Services
NZX Limited
Copy to:
ASX Market Announcements
Australian Stock Exchange
AUSTRALIA
Dear Sir/Madam
WINTON LAND LIMITED (NZX: WIN, ASX: WTN)
NZX/ASX ANNOUNCEMENT – ANNUAL RESULTS FOR THE YEAR ENDED 30 JUNE 2023
Please find below the following information relating to Winton Land Limited’s results for the
financial year ended 30 June 2023:
(a) the Results Announcement (as required by NZX Listing Rule 3.5.1);
(b) the Investor Presentation; and
(c) the Annual Report, including the audited financial statements and notes.
For the purposes of ASX Listing Rule 1.15.3, Winton Land Limited confirms that it continues to
comply with the listing rules of its home exchange, being the NZX Listing Rules.
Yours sincerely
Jean McMahon
CFO
---
MARKET ANNOUNCEMENT
NZX: WIN / ASX: WTN
22 August 2023
WINTON MEETS GUIDANCE AND DELIVERS RECORD YEAR OF SETTLEMENTS
Winton (NZX: WIN / ASX: WTN) is pleased to release its full-year results for the period ending 30
June 2023 (FY23) and confirms it met guidance, delivering post tax earnings of $73.8 million
1
. It
was a record year for delivery and settlements, with 565 units
2
settling resulting in $211.4 million
of revenue, 32.5% higher than FY22.
As a result of top-line growth, Winton delivered a gross profit of $108.7 million and a gross profit
margin of 51.4% compared to $72.4 million and 45.4%, respectively, in FY22. Cost of Sales is
recognised in alignment with revenue and therefore was up 17.9% to $102.7 million, from $87.1
million in FY22, reflecting the increase of both a 25.8% increase in the volume of units settled and
a 6.0% improvement in Gross Profit Margin. Earnings before interest, tax, depreciation and
amortisation (EBITDA) increased 88.1% to $95.6 million compared to $50.8 million
3
pro forma
EBITDA in FY22. Net profit after tax (NPAT) was $64.6 million, 78.6% higher than FY22 pro forma
NPAT of $36.2 million.
Chris Meehan, Chair and CEO of Winton said: “This is a significant effort by the team, settling 116
units more than FY22, and is the outcome of years of preparation and development supported by
a pre-sale book that has provided certainty of sales through the current cycle.”
“Despite market challenges over the last 18 months, Winton has continued to operate with
confidence and is in a compelling and enviable position. We have zero debt, cash holdings of
$76.3 million, and an existing landbank with a potential yield of 6,407 units, including 902
retirement units. Our gross pre-sales book was $419.3 million as at 30 June 2023.”
“It has been a big year at Winton. We adapted to and completed our first full year as a listed
company, delivered our largest number of units in a year, navigated an extremely wet
construction season, launched sales for Northbrook Wynyard Quarter and received resource
consent for three Northbrook locations, and grew the team to begin resourcing of our Northbrook
and Ayrburn business units. The team has taken it in its stride and risen to the challenges; we look
forward to continuing the momentum through FY24.”
“There are strong indicators that the housing market is near to, or at, the bottom. While we
expect some homeowners will continue to struggle in the near term with higher interest rates and
high inflation, we believe increasing immigration to New Zealand, constrained land supply, and
1
Post tax earnings of $73.8 million were at the lower end of guidance (between $72.4 million and $82.4 million) being
NPAT excluding H2 FY23 fair value revaluation of investment properties. A reconciliation can be found on page 16 of the
investor presentation.
2
Units comprise residential land lots, dwellings, townhouses, apartments, retirement living units and commercial units.
3
EBITDA and Pro forma EBITDA are non GAAP measures. EBITDA has been calculated on a consistent basis to the EBITDA
measures presented in the FY23 & FY22 PFI. A reconciliation from EBITDA to Pro forma EBITDA and NPAT to Pro forma
NPAT can be found on page 32 of the investor presentation.
2
upward sentiment of rental prices will put compounding pressure on the already short housing
supply.”
“We continue to operate with financial discipline on land acquisition and sales to enable us to
thrive through the cycle and use it to our advantage as we build prominence in the New Zealand
property industry. In the current economic turbulence, Winton is a financially stable, experienced,
and trusted developer, delivering reliable, high-quality product. For all those reasons, builders
want to work for us and will price accordingly.”
Looking ahead to FY24, the timing of completed units and the type means revenue will be lower
than in FY23. Going forward we will naturally keep the market informed of our plans and progress
with the business but do not expect to provide formal guidance to enable us to better focus on
operating the business for maximum long-term shareholder value.
The Winton Board declared a 2.16 cent dividend per share for the six months ending 30 June
2023. This is in addition to the 2.06 cents per share dividend that was declared and paid for the
first half of FY23, bringing the total dividend for the year to 4.22 cents per share, reflecting 20% of
distributable earnings and in line with our dividend policy to exclude any unrealised valuation
movements in investment properties.
Winton extends its thanks to our shareholders, employees, customers, contractors, and
regulatory bodies for their continued support as we deliver our growth plans.
Winton’s Annual Report is also released today with the Company’s FY23 results, which contain
important information related to the company’s governance, operational updates, financial
commentary, Northbrook, and Winton’s ESG commitments.
Winton’s Annual Report and all future financial reports will be publicly available on our website
Investor Centre - Winton Land Limited. Investors may at any time, request a hard copy (or an
electronic copy) of the most recent and future Annual Reports free of charge. You can do so
through our share registry, Link Market Services, including by updating your communication
preferences online through the Investor Centre.
Ends.
For investor or analyst queries, please contact:
Jean McMahon, CFO
+64 9 869 2271
investors@winton.nz
For media queries, please contact:
Sonya Fynmore
+64 21 404 206
sonya.fynmore@winton.nz
About Winton
Winton is a residential land developer that specialises in developing integrated and fully
masterplanned neighbourhoods. Across its 14 masterplanned communities, Winton has a
portfolio of 26 projects expected to yield a combined total of circa 6,5 00 residential lots,
dwellings, apartment units, retirement village units and commercial lots. Winton listed on the
NZX and ASX in 2021. www.winton.nz
---
Template
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at June 2023
Results for announcement to the market
Name of issuer Winton Land Limited
Reporting Period 12 months to 30 June 2023
Previous Reporting Period 12 months to 30 June 2022
Currency
Amount (000s) Percentage change
Revenue from continuing
operations
$211,421 33%
Total Revenue $211,421 33%
Net profit/(loss) from
continuing operations
$64,638 104%
Total net profit/(loss) $64,638 104%
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.02160000
Imputed amount per Quoted
Equity Security
$0.00840000
Record Date 29 August 2023
Dividend Payment Date 12 September 2023
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.71 $1.53
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
This dividend is fully credited with imputation credits to the
extent permitted by the imputation credit rules and to the extent
that the directors of Winton determined were available.
This announcement is extracted from Winton’s audited financial
statements as at and for the twelve months ended 30 June
2023. A copy of these audited financial statements is attached to
this announcement.
Authority for this announcement
Name of person
authorised
to make this announcement
Jean McMahon
Contact person for this
announcement
Jean McMahon
Contact phone number +64 9 377 7003
Contact email address jean.mcmahon@winton.nz
Date of release through MAP
22 August 2023
Audited financial statements accompany this announcement.
---
Template
Distribution Notice
Updated as at June 2023
Section 1: Issuer information
Name of issuer Winton Land Limited
Financial product name/description Ordinary shares
NZX ticker code WIN
ISIN (If unknown, check on NZX
website)
NZWINE003S1
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 29 August 2023
Ex-Date (one business day before the
Record Date)
28 August 2023
Payment date (and allotment date for
DRP)
12 September 2023
Total monies associated with the
distribution
1
$6,406,856.70
(296,613,736 shares at $0.02160 per share)
Source of distribution (for example,
retained earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.03000000
Gross taxable amount
3
$0.03000000
Total cash distribution
4
$0.02160000
Excluded amount (applicable to listed
PIEs)
N/A (not a listed PIE)
Supplementary distribution amount $0.00381176
Section 3: Imputation credits and Resident Withholding Tax
5
Is the distribution imputed Fully imputed
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is
fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute
advice as to whether or not RWT needs to be withheld.
If fully or partially imputed, please
state imputation rate as % applied
6
28%
Imputation tax credits per financial
product
$0.00840000
Resident Withholding Tax per
financial product
$0.00150000
Section 4: Authority for this announcement
Name of person
authorised to make
this announcement
Jean McMahon
Contact person for this
announcement
Jean McMahon
Contact phone number +64 9 377 7003
Contact email address jean.mcmahon@winton.nz
Date of release through MAP
22 August 2023
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
---
1. Business Update
Investor Presentation
Winton FY23 Annual Results
22 AUGUST 2023
Investor Presentation
NORTHBROOK
WYNYARD QUARTER
Presenting Today
Jean McMahon
Chief Financial Officer
Chris Meehan
Chief Executive Officer
2
NORTHBROOK
WANAKA
LAUNCH BAY HOBSONVILLE POINT
3
1.Business Update
2.Financial Overview
3.ESG Overview
4.Market and Outlook
Business Update
NORTHLAKE
WANAKA
Founded
2009 by Chris and
Michaela Meehan
Large-Scale
Developer
Residential
Retirement
Landbank
Pipeline: 6,407units
1
Portfolio
26 Projects across 14
Communities
Well Resourced
65 Employees
4 Offices
Shareholding
Dual listed NZX and ASX
Increasing Recurrent
Income
Investment Properties
Strong Balance Sheet
No Debt
$76.3mCash and cash
equivalents
De-Risked Portfolio
78% of portfolio (by units) are
residential lots
Pre-Sale Book
NZ$419.3m
of gross pre-sales
secured
Winton Snapshot
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans current as at 30 June 2023. Target total units, target product mix
and target settlement period may change, including due to planning outcomes and market demand.
5
AYRBURN ARROWTOWN
Notes: 1. Post tax earnings of $73.8 million were at the lower end of guidance (between $72.4 million and $82.4 million) being NPAT excluding H2 FY23 fair value revaluation of investment properties. A
reconciliation can be found on page 16. 2. Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans current as at 30 June 2023. Target
total units, target product mix and target settlement period may change, including due to planning outcomes and market demand; 3. Pre-sales and contracted costs as of 30 June 2023.
6
Summary FY23
$76.3m
Cash and cash
equivalents
$108.7m
Gross Profit
78%
2
of portfolio
(by units) are
residential lots
limiting exposure to
construction
$419.3m
3
of gross pre-sales
secured
51.4%
Gross profit
Margin
902 Retirement
living units
Across 5 locations
Zero Debt
6,407
Residential lots
and dwellings
1
in pipeline from existing
projects
$211.4m
Revenue
Up 32.5% on FY22
$64.6m
Net Profit
After Tax
565
Units delivered
and settled
26 Projects
14 communities
65 Employees
30.6%
NPAT Margin
520 Total
shareholders
A record year of delivery and settlements during the 12 months ending 30 June 2023 (FY23) resulted in post tax earnings within guidance
of $73.8 million
1
Commenced leasing of the Lakeside Village Centre -providing annuity income
Business Highlights
16% employee growth predominantly to resource Northbrook and Ayrburn
Strong pre-sale book continues to protect future revenues
Resource consent granted for Northbrook Wanaka, Northbrook Wynyard Quarter and
Northbrook Avon Loop
Completed first emissions inventory and developed our sustainability framework
Launched sales at Northbrook Wynyard Quarter show apartment
Continue to operate on an ungeared basis and benefit from strong balance sheet
Appointment of Steven Joyce to the Board
Locked in supply contracts to minimise the effects of supply chain and inflation issues
A record year of delivery -116 more units delivered than FY22
7
APARTMENTS
NORTHLAKE
78%
12%
10%
FY23 Revenue by product
Residential Lots
Apartments
Dwellings
8
Record Year of Delivery
Neighbourhood
Units settled
H1 FY23
Units settled
H2 FY23
Total
FY23
Lakeside11175186
Beaches8290172
North Ridge-105105
Northlake137083
Launch Bay13215
River Terrace-44
Total219346565
FY23 is a record year for Winton with 565 units settled, delivering
$211.4m of revenue.
DUPLEX TOWNHOUSES
NORTHLAKE
9
Significant landbank pipeline
Pipeline of over 6,000 units remain to be delivered in future years.
LAKESIDE
TE KAUWHATA
247
186
171
76
553
449
565
-
200
400
600
800
1,000
1,200
PriorFY18AFY19AFY20AFY21AFY22AFY23AFY24F+
6,000+
¹
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based
on management estimates and masterplans current as at 30 June 2023. Target total units,
target product mix and target settlement period may change, including due to planning
outcomes and market demand.
Settlements include completed communities:
•Longreach – 163 units
•Lakes Edge – 55 units
North Ridge Cessnock
•Stages 4-6 are complete, with 105 lots settled. 3 lots have settled since 30 June
2023, with the remaining 14 completed lots expected to settle by the end of FY24.
•Resource consent underway for future stages 7 onwards.
Launch Bay Hobsonville
•Jimmy’s Point has progressed well with construction of the structure up to Level 3
completed and Level 4 underway.
•Ovation Apartments and Townhouses are complete and settled, with the remaining
units on the market.
•Launch Bay Townhouses and Apartments suffered weather-related delays moving
completion and settlements past 30 June 2023. These are now complete, with the
pre-sold units settled and the remaining units being marketed for sale.
Beaches Matarangi
•Stages 5-13 are now complete, with the majority of lots settled. 8 further
settlements have taken place since year-end.
•Works continue on stages 14 and 15, with settlements expected to occur in FY24.
Lakeside Te Kauwhata
•Construction of Lakeside Village Centre is complete with 71% occupancy as at 30
June 2023 and development margin of 30%.
•186 units settled in FY23.
•78 units within stage 3 have settled since year-end, with earthworks and civil works
progressing on future stages.
Progressed works on future stages, despite unprecedented weather
conditions.
10
Significant progress onsite
LAUNCH BAY
BEACHESLAKESIDE
FY23
NORTH RIDGE
Northlake Wanaka
•Duplex Townhouses completed and settled (28 dwellings).
•Alta Villa Townhouses - at the end of FY23 the show suite was completed and
opened for marketing. The balance of the Townhouses are under construction, with
Stage 1 consisting of 15 Townhouses (including the show suite) nearing completion
and the remaining 12 Townhouses under construction.
•The show apartment at Northbrook Wanaka is nearing completion, and we look
forward to welcoming people to it in early September.
•Construction of Northlake Apartments and Commercial continued at pace and are
nearing completion. Two were unsold at year-end but have since been contracted
for sale.
•Northlake Stage 16 – all 55 residential lots were completed and settled in FY23.
River Terrace Cromwell
•All lots are complete and settled.
•Two dwellings remain as at 30 June 2023, with 1 of these unconditionally sold at
year end.
AyrburnArrowtown
•Construction and onsite works continued in FY23, Stage 1 completion expected H1
FY24.
Progressed works on future stages, despite unprecedented weather
conditions.
11
Significant progress onsite (cont.)
NORTHLAKE
RIVER TERRACEAYRBURN
FY23
NORTHLAKE
Northbrook Wynyard Quarter
•Resource consent has been obtained.
•Onsite works are expected to commence in Q2 FY24.
•The show apartment and flagship sales suite launched in June 2023.
•Strong interest continues.
Northbrook Wanaka
•Civil works continue on site, with construction expected to commence Q2 FY24.
•The show apartment is nearing completion, and we look forward to welcoming
people to it in early September 2023.
Northbrook Arrowtown
•Earthworks continue to progress under the existing resource consent.
•Resource consent variation has been lodged.
Northbrook Launch Bay
•Amendment to our existing Launch Bay resource consent has been lodged.
•The site will incorporate the heritage-listed hanger as care suites, and a 15-storey
apartment complex.
Northbrook Avon Loop
•Resource consent was granted prior to 30 June 2023, and Winton continues its
design phase on this site before commencing earthworks.
•A show suite will be built on the site in FY24 following the issuance of building
consent.
12
Northbrook construction and
pre-sales underway
NORTHBROOK WYNYARD QUARTER SHOW APARTMENT
NORTHBROOK WANAKA
13
Winton’s retirement living
portfolio
Notes: 1.As at 30 June 2023. Units and Values remain subject to change as the masterplanningand design process progresses.
The standard terms under the Northbrook Occupational Right Agreement will provide for a 30% Deferred Management Fee over a four-year
period for independent living units and a 30% Deferred Management Fee over a two-year period for care suites.
Northbrook
1
LocationProject statusPre-selling
Independent and
Serviced Retirement
Units
Care Suites
Total Units and Suites
Wynyard QuarterAuckland
Resource consent granted, show
apartment complete, works to commence
FY24
Yes11935
154
WanakaWanaka
Resource consent granted, works
underway, show apartment is nearing
completion and we look forward to
welcoming people to it in early September
Commencing
September 2023
9632
128
ArrowtownArrowtown
Resource consent granted (amendment
underway), works underway and show
apartment under construction
Coming soon
17323
196
Launch BayAucklandResource consent submission underway
No
17539
214
Avon LoopChristchurchResource consent granted
No
17832
210
Total741161
902
Moving forward at Sunfield
A forward-thinking and innovative ‘15-minute community’ powered by the sun and 90% less cars.
•We are moving forward with the 50 hectares of the property which is currently zoned future urban
with a more traditional masterplan supported by current regulation, yielding ~2,000 lots.
•In parallel, Winton is absolutely firm in its resolve to pursue alternate legislative pathways to
rezone the remaining c.150 hectares of the Sunfieldland, including the Resource Management Act.
•Winton has issued proceedings in the Auckland High Court under the Commerce Act, alleging anti-
competitive conduct by Government housing agency Kāinga Ora.
•An Amended Statement of Claim has recently been filed in the Auckland High Court to include the
provisionally assessed amount of $138.5m in damages plus costs and interest, which represents
Winton’s view as to the quantum of the loss it has suffered as a result of Kāinga Ora’s alleged anti-
competitive conduct.
•Winton is seeking Court declarations that Kāinga Ora’s conduct is unlawful and in breach of the
Commerce Act, and an order requiring Kāinga Ora to consider Sunfield for assessment under the
UDA, as well as substantial damages for Kāinga Ora’s conduct to date.
Sunfieldis an interconnected '15 minute' neighbourhood located in
Papakura Auckland, where residents can work, live and play. By integrating
recreation, health, schools, employment and retail, close to residential
areas, the day to day needs of a diverse kiwi community can be reached in
15 minutes. Enabling a car-less, solar powered neighbourhood allows for
truly local living and takes a big step towards New Zealand's goal of carbon
neutrality.
Key features:
•3,643 healthy homes.
•50 hectares of employment land.
•22.8 hectares of parks and wetlands.
•Creates over 11,000 permanent jobs¹.
•90% less cars¹.
•Solar power throughout project.
Sunfield
14
Notes: 1.Management estimates.
SUNFIELD AUCKLAND
Financial Overview
AYRBURN
ARROWTOWN
FY23 Financial Performance
Note: 1. This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
Winton’s financial performance in FY23 represents a record year of delivery.
16
Statement of Financial PerformanceFY23FY23 PFI
1
Movement
FY22
MovementNZ$m (unless indicated otherwise)Year EndedYear EndedYear Ended
30-Jun-2330-Jun-2330-Jun-22
Revenue211.4344.7(133.3)159.551.9
Number of settled units (#)565698(133)449116
Average revenue per unit (NZ$000)374494(120)35519
Cost of sales
(102.7)(184.1)81.4(87.1)(15.6)
Gross profit108.7160.6(51.9)72.436.3
Gross profit margin51.4%46.6%4.8%45.4%6.0%
Rent income3.7-3.70.13.6
Other income6.0-6.02.04.0
Fair value gain on investment properties
6.8-6.8-6.8
Expenses
(29.6)(23.1)(6.5)(23.5)(6.1)
Offer costs
---(6.0)6.0
EBITDA95.6137.5(41.9)45.050.6
Depreciation and amortisation
(1.4)(0.7)(0.7)(0.8)(0.6)
Net interest income1.01.0-0.40.6
Net profit before tax95.2137.8(42.6)44.650.6
Income tax expense
(30.6)(39.0)8.4(12.9)(17.7)
Profit after income tax64.698.8(34.2)31.732.9
Pro forma EBITDA95.6137.5(41.9)50.844.8
Pro forma Profit after income tax64.698.8(34.2)36.228.4
Financial Performance
•Winton has produced a record year of delivery, settling 565 units; driving
revenues of $211.4 million.
•Revenue was lower than PFI by 38.7%, owing to inclement weather conditions in
FY23 delaying the timing of project completion.
•Cost of sales reflects the cost of the land and to develop the land and property for
sale, and are recognised in alignment with revenue. The increase in Cost of sales
reflects a 25.8% increase in volume.
•Improved Gross Profit and Margin was a result of the product mix that settled in
the year. 78% of settlements came from lots which produce a higher margin.
•Rental income inflows result from the settlement of Cracker Bay (formerly Pier
21) and tenanting of Lakeside Commercial.
•Expenses increased alongside additional headcount and new litigation during
FY23.
•Earnings were delivered at the lower end of guidance (between $72.4 million and
$82.4 million), being NPAT excluding any unconfirmed fair value revaluation of
investment properties for FY23, with post tax earnings totalling $73.8 million for
the period. A reconciliation is provided below.
NPAT Reconciliation to February 2023 GuidanceNZ$m
Profit After Income Tax64.6
Fair Value revaluation of investment properties H2 FY238.7
Tax impact of fair value revaluation of investment properties H2 FY230.5
Profit after income tax excluding revaluation of investment properties 73.8
Financial Position
•Winton continues to operate on an ungeared basis, providing flexibility as we
enter FY24.
•Cash remains strong at $76.3 million.
•Inventories are raised from FY22 by 41.1% and 24.9% from PFI. This is a result of
development progress, and delayed settlements due to inclement weather.
•Investment properties have increased from FY22. This increase is driven by the
settlement of the Cracker Bay and Wynyard Quarter purchases in the period,
alongside fair value gains recognised in FY23.
FY23 Financial Position
Note: 1. This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
Winton has historically operated with a conservative level of debt in its capital structure.
17
Statement of Financial PositionFY23FY23 PFI
1
FY22
NZ$m (unless indicated otherwise)As atAs at
Movement
As at
Movement
30-Jun-2330-Jun-2330-Jun-22
Cash and cash equivalents76.396.3(20.0)204.8(128.5)
Inventories256.7205.651.1181.974.8
Investment properties (inc. deposits)207.5255.1(47.6)87.7119.8
Property, plant and equipment40.52.138.416.124.4
Other assets9.60.39.36.43.2
Total assets590.6559.431.2496.993.7
Accounts payable and other liabilities41.228.013.225.216.0
Taxation payable23.440.2(16.8)8.015.4
Deferred tax liabilities15.61.514.19.66.0
Total liabilities80.269.710.542.837.4
Net Assets510.4489.720.7454.156.3
NTA cents per share171.2165.16.1153.118.1
FY23 Statement of Cash Flows
Note: 1. This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
Winton maintains a strong cash position with zero debt.
18
Statement of CashflowsFY23FY23 PFI
1
FY22
NZ$m (unless indicated otherwise)
Year EndedYear Ended
Movement
Year EndedMovement
30-Jun-2330-Jun-2330-Jun-22
Cash flows from operating activities
Receipts from customers221.5338.5(117.0)157.963.6
Payment to suppliers and employees(165.7)(144.5)(21.2)(132.1)(33.6)
Development land purchases(43.8)(44.1)0.3(17.5)(26.3)
Other operating activities(0.1)(7.2)7.1(16.9)16.8
Net cash flows from operating activities11.9142.7(130.8)(8.6)20.5
Cash flows from investing activities
Investment property purchases(101.3)(197.0)95.7(58.7)(42.6)
Acquisition of property, plant and equipment(26.2)(0.3)(25.9)(7.2)(19.0)
Other investing activities(1.4)-(1.4)-(1.4)
Net cash flows from investing activities(128.9)(197.3)68.4(65.9)(63.0)
Cash flows from financing activities
Proceeds from primary issuance---350.0(350.0)
Payment of offer costs---(18.5)18.5
Release of restricted cash---43.1(43.1)
Repayment of MMLIC facility---(130.0)130.0
Dividends paid to shareholders(9.3)(12.4)3.1-(9.3)
Payment of lease and other liabilites(2.2)-(2.2)(0.3)(1.9)
Net cash flows from financing activities(11.5)(12.4)0.9244.3(255.8)
Net increase in cash and cash equivalents(128.5)(67.0)(61.5)169.8(298.3)
Cash and cash equivalents at beginning of the period204.8163.341.535.0169.8
Cash and cash equivalents at the end of the period76.396.3(20.0)204.8(128.5)
Cashflows
•Net operating cashflows are increased by $20.5 million, a result of a record year
of settlements.
•Payments to suppliers and employees increased due to higher headcount, and
progression of works onsite.
•Development land purchases relate to The Villard Apartments and Sunfield in
FY23.
•Investing activity has increased, as Winton expands its retirement and commercial
offerings, driving a $42.6 million increase in investment acquisition cash outflows
relating to Cracker Bay and Wynyard Quarter.
•Increased property, plant and equipment is a result of significant progress at the
Ayrburn Precinct, which readies for opening in FY24.
•Dividends are paid following the release of interim and year end results.
FY23 Dividend
•The Board of Directors has declared a 2.1600 cent net dividend per share. This
is in line with guidance issued in February 2023 and reaffirmed in June 2023.
•Winton’s dividend policy is to target an increasing distribution per share over
time within a pay-out ratio of approximately 20-40% of full-year NPAT,
excluding any unrealised valuation movement in investment properties.
•We continue to declare and pay dividends twice yearly following the release of
interim and annual results.
•Dividends are declared at the Board’s discretion and depend on our financial
performance.
Winton confirms a final dividend for FY23 in line with guidance.
19
LAKESIDE
TE KAUWHATA
Reconciliation to dividend declaredNZ$m
Profit After Income Tax64.6
Fair Value Gain 30 Jun 2023(6.8)
Tax impact of Fair Value Gain 30 Jun 20234.8
FY23 Distributable Profit62.6
FY23 Distributable (20%)12.5
Dividends declared in the yearPayment dateAmount paid
2.06 cents per qualifying ordinary share22-Feb-236.1
2.16 cents per qualifying ordinary share12-Sep-236.4
Total payments12.5
ESG Overview
AYRBURN
ARROWTOWN
Development contributions of $11.7 million paid towards improving infrastructure and
long-term growth of the regions Winton operates
ESG FY23 – Creating thriving neighbourhoods
Persisted in consideration of carless and solar powered Sunfieldneighbourhood under
UDA pathway
Planted ~35,000 trees and plants throughout Winton neighbourhoods
Submitted design for first building with Homestar 6 rating
Created more job opportunities through new business units
Delivered 565 units, positively contributing to NZ’s housing supply
Supported local, 93% of onsite works by top 20 contractors went to local businesses
Completed first emissions inventory
Completed Health and Safety review and implemented Master H&S System
Finalised sustainability framework
21
AYRBURN
ARROWTOWN
ESG – FY24
22
•Emission reduction targets and emission
reduction plan.
•Complete Scope 3 emissions
measurement.
•Climate-related disclosures
implementation.
•Winton sustainability standards for design
and development.
•Implement the new sustainability
framework.
•Determine and measure H&S metric.
•New policies to support the sustainability
framework.
FY24 ESG Priorities
NORTHLAKE WANAKA
TO DATE, WE HAVE PLANTED OVER
238,000
TREES AND PLANTS
IN WINTON NEIGHBOURHOODS
AND DELIVERED
~270,000 SQM
IN SHARED SPACES
Market and Outlook
LAUNCH BAY
HOBSONVILLE POINT
800,000
900,000
1,000,000
1,100,000
1,200,000
1,300,000
Quarters ending
Market and Outlook
The New Zealand housing market has faced headwinds over the past 18 months, however as we head into FY24 there are strong indicators that
the market is near to or at the bottom.
Notes: 1. Data has been sourced from StatsNZ. 2. Assessment of the Housing System: with insights from the Hamilton-Waikato Area – The Housing Technical Working Group. 3. MBIE data provided by
KPMG.
Slower building starts
•New consents for dwellings have fallen nationally, with an annualised decline 21% in
June 2023¹.
•Ready-mix concrete volumes provide an indicator of construction activity. Lower
housing supply resulting from lower activity will create supply side constraints in the
New Zealand housing market.
•Land supply continues to be constrained by current policy, with restrictions on
existing urban land intensification continuing. A 2022 report by The Housing
Technical Working Group, which included the Treasury, found that the supply of land
continued to be a contributing factor to housing and rental price increases².
•Construction insolvencies have grown 85% from FY22 to FY23³.
11% annualised
decline
24
2,200
2,600
3,000
3,400
3,800
4,200
4,600
5,000
5,400
JanFebMarAprMayJunJulAugSepOctNovDec
Building consents issued¹
202120222023Long-run average, 2000 - present
Volume of ready-mix concrete (m³)¹
1350
1400
1450
1500
1550
1600
1650
1700
1750
Rental flow index New Zealand¹
Market and Outlook
Notes: 1. Data has been sourced from StatsNZ. 2. Investor insights report July 2023, Crockers and Tony Alexander.
Increasing rental prices
The rental market appears to be showing signs of recovery, with an increase in the desirability of new builds,
partly owing to current interest rate deductibility rules.
•Rental price growth slowed in September 2021, just prior to the peak of the housing market in November
2021.
•Rental price growth has shown upward sentiment since January 2023.
•The ease at which landlords can find good tenants is the strongest in 2 years², following high net migration
post-Covid.
•Interest deductibility rules favour new builds, with up to 20 years interest deductibility on new builds.
•Investors who intend to raise rents within the next six months are targeting a 6.3% increase in July 2023, an
increase from 5.9% in June and 5.7% in May².
Rental price growth rate slows
prior to house price peaks in
November 2021
Rental price growth rate
increases again
25
Rental prices have shown signs of upward sentiment, and are a key leading indicator of
property price sentiment.
JIMMY’S POINT
LAUNCH BAY
Rental price stability
Notes: 1. Data has been sourced from StatsNZ. 2. NZ Insight: How does immigration affect the New Zealand economy? – ANZ. 3. Westpac expects 8% house price rise in 2024 – Miriam Bell, Stuff.
Increased net migration
•Net migration in the year ending June 2023 totalled 87k people. This
compares to the 2015 to 2019 average of 56k people per annum.
•In 2021 ANZ forecasted that house prices would double in five years if
net migration returned to pre-Covid levels². Net migration remains
above long term averages.
•In an August 2023 article by Stuff, Westpac has forecast an 8% house
price rise in 2024³.
•The 2022 population estimate by StatsNZ placed the estimated
population of New Zealand at 5.1m people in 2023, and 5.9m in 2043¹.
This would require an additional c.287,000 dwellings at the current
household density of 2.7¹ people per household. We note that if current
high immigration levels continue, population increase may be greater
than originally forecast.
Ageing population contributes to decreasing
household size
•The proportion of those aged 65 and over is projected to increase from
16% in 2022 to 22% by 2043, longer term this group is expected to make
up over 25% of the population¹.
•Household size is forecast to decrease from 2.7 people per household in
2018 to 2.6 people per household in 2043¹.
•“Couple-only and one-person households are more common in areas
with older populations” – Susan Hollows, Senior Manager – Census data
delivery.
15%
20%
25%
30%
202220232028203320382043204820532058206320682073
Forecast % of 65+ Population¹
The compounding impact of high migration, reduced household sizes, and an ageing population will place pressure on the already short housing supply.
Market and Outlook
26
-20,000
0
20,000
40,000
60,000
80,000
100,000
201520162017201820192020202120222023
Annual Net Migration returns to pre-Covid levels¹
Annual net migrationAverage net migration 2015-2019
•NZ housing market has faced headwinds over the past eighteen months, however as
we head into FY24 there are strong indicators that the market is near to or at the
bottom of the cycle.
•FY23 results were the outcome of a number of years of development and due to
completion timing, a standout year for settlements and revenue recognition.
•For FY24, the timing of completed units and the type means revenue will be lower
than FY23.
•We will continue to keep the market informed of our plans and progress with the
business but will not issue formal guidance, this allows us to focus on operating the
business for maximum long-term shareholder value.
Winton continues to operate with financial discipline to enable us to thrive
through the cycle.
Market and Outlook
27
BEACHES
MATARANGI
NORTHBROOK
AVON LOOP
Questions
This disclaimer applies to this document and the accompanying material (“Document”) or any information contained in it. The information included in this Document should be read in conjunction with the audited
consolidated financial statements for the year ended 30 June 2023.
Past performance information provided in this Document may not be a reliable indication of future performance. This Documentcontains certain forward-looking statements and comments about future events, including
with respect to the financial condition, results, operations and business of Winton Land Limited (“Winton”). Forward lookingstatements can generally be identified by use of words such as ‘project’, ‘foresee’, ‘plan’,
‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions. Forward-lookingstatements involve known and unknown risks, significant uncertainties, assumptions, contingencies,
and other factors, many of which are outside the control of Winton, and which may cause the actual results or performance of Winton to be materially different from any results or performance expressed or implied by
such forward-looking statements. Such forward-looking statements speak only as of the date of this Document. There can be no assurance that actual outcomes will not differ materially from the forward-looking
statements. Recipients are cautioned not to place undue reliance on forward-looking statements.
Certain financial data included in this Document are "non-GAAP financial measures", including earnings before interest, tax, depreciation and amortisation (“EBITDA”). These non-GAAP financial measures do not have a
standardised meaning prescribed by New Zealand Equivalents to International Financial Reporting Standards (“NZIFRS") and therefore may not be comparable to similarly titled measures presented by other entities, nor
should they be construed as an alternative to other financial measures determined in accordance with NZIFRS. Although Winton’s management uses these measures in assessing the performance of Winton’s business, and
Winton believes these non-GAAP financial measures provide useful information to other users in measuring the financial performance and condition of the business, recipients are cautioned not to place undue reliance on
any non-GAAP financial measures included in this Document.
All amounts are disclosed in New Zealand dollars (NZ$) unless otherwise indicated.
Whilst every care has been taken in the preparation of this presentation, Winton makes no representation or warranty as to the accuracy or completeness of any statement in it including, without limitation, any forecasts.
To the maximum extent permitted by law, none of Winton, its directors, employees, shareholders or any other person shall haveany liability whatsoever to any person for any loss (including, without limitation, arising from
any fault or negligence) arising from this Document.
This Document has been prepared for the purpose of providing general information, without taking account of any particular investor’s objectives, financial situation or needs. An investor should, before making any
investment decisions, consider the appropriateness of the information in this Document, and seek professional advice, having regard to the investor’s objectives, financial situation and needs.
DISCLAIMER
Important Notice and Disclaimer
29
Simon Ash
Chief Operating
Officer
Justine Hollows
General Manager,
Corporate Services
Duncan Elley
General Manager,
Project Delivery
•Over 18 years’ experience in real estate, finance and
investment banking.
•Responsible for oversight of Winton’s business operations.
•Previously at Macquarie Group and Brookfield Financial.
•Over 18 years’ experience in law, including property
development, transactional and leasing work.
•Responsible for legal oversight, risk management, compliance,
and human resources.
•Previously at Auckland International Airport, Bell Gully, and
Minter Ellison.
•Over 20 years of experience in land development, real
estate, finance and investment management.
•Responsible for delivery of development projects.
•Previously at Chenavari Investment Managers and Capmark
Bank Europe plc.
Presenting Today
Management Team
Jean McMahon
Chief Financial Officer
Chris Meehan
Chief Executive Officer
APPENDIX 1
•Founded Winton in 2009.
•Over 30 years’ real estate
experience.
•Strategic and operational
leadership.
•Founded the Belle Property
real estate franchise in
Australia, and grew the
business to 20+ offices across
Australia and New Zealand.
•Over 18 years’ experience in real estate, finance and investment.
•Responsible for finance, tax and accounting functions.
•Previously at Property for Industry, Lloyds Banking Group and
KPMG.
31
A bridge summary of pro forma EBITDA and NPAT.
All values in $m
FY23FY23 PFIFY22
Selected Financial Information
Year Ended
30 Jun 2023
Year Ended
30 Jun 2023
Movement
Year Ended
30 Jun 2022
Movement
Earnings before interest expense, taxation and
depreciation (EBITDA)
95.6137.5(41.9)45.050.6
Pro forma adjustments:
Transaction costs relating to the Offer
---5.9(5.9)
Incremental listed company costs
---(0.1)0.1
Total pro forma adjustments:
---5.8(5.8)
Pro forma EBITDA
95.6137.5(41.9)50.844.8
Description of pro forma adjustments
In determining the use of pro forma adjustments, the Board has considered only those items that they believe are required to
ensure consistency and comparability of the financial information over the Historical Periods and the Prospective Periods.
The pro forma adjustments that Winton considers are appropriate are explained below:
•Removal of the one-off transaction costs relating to the Offer; and,
•Adding an estimate of the incremental costs that will be incurred by Winton as a publicly listed company.
No pro forma adjustments have been identified relating to FY23.
All values in $m
FY23FY23 PFIFY22
Selected Financial Information
Year Ended
30 Jun 2023
Year Ended
30 Jun 2023
Movement
Year Ended
30 Jun 2022
Movement
Profit after income tax
64.698.8(34.2)31.633.0
Pro forma adjustments:
Transaction costs relating to the Offer
---5.9(5.9)
Incremental listed company costs
---(0.1)0.1
Tax impact of pro forma adjustments
---(1.2)1.2
Total pro forma adjustments:
---4.6(4.6)
Pro forma Profit after income tax
64.698.8(34.2)36.228.4
Reconciliation of Pro Forma EBITDA and NPAT
APPENDIX 2
32
CommunitiesLocationTarget units
1
Settled
2
Target units
remaining
1
Pre Sold Units
2
1. NorthlakeWanaka
972(634)33885
2. LakesideTe Kauwhata
1,672(730)942930
3. Launch BayHobsonville
350(71)27934
4. SunfieldAuckland
3,957-3,957-
5. Wynyard QuarterAuckland
183-1831
6. Avon LoopChristchurch
210-210-
7. Northbrook ArrowtownQueenstown
196-196-
8. Ayrburn Farm & PrecinctArrowtown
46(2)44-
9. BeachesMatarangi
330(280)5030
10. North RidgeCessnock (AU)
358(159)1996
11. River TerraceCromwell
18(16)21
12. ParnellAuckland
6-6-
13. BridesdaleFarmQueenstown
138(137)1-
14. Cracker BayAuckland
----
Total8,436(2,029)
6,4071,087
Winton’s 14 communities, with 13 in New Zealand and 1 in Australia.
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans currentas at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand. 2. Settled and Pre-so ld units as at 30 June 2023.
Target units remaining by type
ResidentialRetirementCommercial
20012810
930-12
65214-
3,643-314
221547
-210-
-19616
21-7
49-1
199--
2--
5-1
--1
---
5,136902369
Neighbourhood Summary
33
APPENDIX 3
Planning, Design and Zoning/Consent Construction Settlements
A balanced staging of developments mitigates risk and provides continuity of cashflows.
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans currentas at 30 June 2023. Target total units, target product mix
and target settlement period may change, including due to planning outcomes and market demand.
2. FY24-25 Residential and FY26 Campsite. See Compendium.
34
Development Staging
Project NameLocation
Target units
remaining
1
FY24FY25FY26FY27FY28FY29FY30FY31FY32+
NorthlakeWanaka210
LakesideTe Kauwhata930
Launch BayHobsonville65
SunfieldAuckland3,957
AyrburnArrowtown21
BeachesMatarangi50²
North RidgeCessnock (AU)199
River TerraceCromwell2
ParnellAuckland6
Bridesdale FarmQueenstown1
Villard Wynyard
Quarter
Auckland22
Total Development5,463
APPENDIX 4
Planning, Design and Zoning/Consent Construction SettlementsComplete, held as investment
Winton holds investment properties to benefit from annuity income.
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans currentas at 30 June 2023. Target total units, target product mix
and target settlement period may change, including due to planning outcomes and market demand.
35
Development Staging (cont.)
Project NameLocation
Target units
remaining
1
FY24FY25FY26FY27FY28FY29FY30FY31FY32+
Northbrook Wynyard
Quarter
Auckland154
Northbrook Avon LoopChristchurch210
Northbrook ArrowtownArrowtown196
Northbrook WanakaWanaka128
Northbrook Launch BayHobsonville214
Total Retirement902
Lakeside CommercialTe Kauwhata12
Ayrburn PrecinctArrowtown23
Northbrook Wynyard
Quarter Commerical
Auckland7
Total Commercial42
Total Portfolio6,407
APPENDIX 4
Project #ProjectLocation
Unsettled
units
1
1Northlake: Residential LotsWanaka148
2Northlake: TownhousesWanaka27
3Northlake: ApartmentsWanaka25
4Lakeside: ResidentialTe Kauwhata930
5Launch Bay: The OvationHobsonville6
6Launch Bay: Townhouses and ApartmentsHobsonville29
7Launch Bay: Jimmy's PointHobsonville30
8Sunfield: ResidentialAuckland3,643
9The Villard: ApartmentsAuckland22
10Ayrburn Farm: ResidentialArrowtown21
11Beaches: Residential LotsMatarangi49
12North Ridge: Residential LotsCessnock (AU)199
13River Terrace: DwellingsCromwell2
14Parnell: ApartmentsAuckland5
Total5,136
36
Project Summary
APPENDIX 5
Winton’s 14 communities comprise of 26 projects with different target periods and product mix.
Residential
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
37
Project Summary
APPENDIX 5
Retirement
Commercial
Project #ProjectLocation
Unsettled
units
1
Northlake: Commercial
(within Northlake Apartments project)
Wanaka10
20Lakeside: Village Shopping CentreTe Kauwhata12
21Sunfield: CommercialAuckland314
Northbrook: Wynyard Quarter Commercial
(within Northbrook Wynyard Quarter Retirement project)
Auckland7
Northbrook: Arrowtown Commercial
(within Northbrook Arrowtown Retirement project)
Queenstown16
22Ayrburn Farm: Domain Restaurant PrecinctArrowtown7
23Beaches: Holiday ParkMatarangi1
24Parnell: CommercialAuckland1
25Bridesdale Farm: CommercialQueenstown1
26Cracker BayAuckland-
Total
369
Project #ProjectLocation
Unsettled
units
1
15Northbrook: WanakaWanaka128
16Northbrook: Launch BayHobsonville214
17Northbrook: Wynyard QuarterAuckland154
18Northbrook: Avon LoopChristchurch210
19Northbrook: ArrowtownArrowtown196
Total
902
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Northlake Residential Land
Description
•634 residential lots have been developed and settled as at 30 June 2023.
•Bulk earthworks for all future residential stages is complete with civil
works underway on Stage 17.
•Settlements of these residential lots will occur progressively following
their completion.
Target product mix
1
Residential lots.
Target units remaining
1
148
Target settlement period
1
FY24 – FY26
Property Compendium
APPENDIX 6
38
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Northlake Townhouses
Description
•27 two-level Townhouses are under construction adjacent to the
Northlake Village Centre.
•Construction is significantly progressed and completion is expected Q2
FY24.
Target product mix
1
Residential Townhouses.
Target units remaining
1
27
Target settlement period
1
FY24 – FY25
Property Compendium (cont.)
APPENDIX 6
39
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Northbrook Wanaka
Description
•A ~128-unit retirement village consisting of ~96 independent and
serviced units and ~32 care suites, a clubhouse and amenity building for
social and active recreation and a main entry building with offices, staff
room, kitchen, and back of house facilities for administration purposes.
•Civil works progressing and sales complete.
•Construction works are to commence in Q2 FY24.
Target product mix
1
Retirement village units and care suites.
Target units remaining
1
128
Target settlement period
1
FY25 – FY28
Northlake Commercial and Apartments
Description
•A commercial and short-term accommodation precinct located within
vicinity to the Northlake Village Centre.
•Apartments are almost completely pre-sold with the sale of Commercial
tenancies progressing.
•Construction is significantly progressed, with interior fitout currently
underway.
Target product mix
1
Apartments and Commercial tenancies.
Target units remaining
1
25 apartments and 10 commercial units.
Target settlement period
1
FY24
Lakeside Residential
Description
•Lakeside comprises a 179 hectare parcel of waterfront development
land located within the heart of the “Golden Triangle” of Auckland,
Hamilton and Tauranga.
•The private plan change (which became operative in July 2018) to
rezone the property to residential allows the development of over
1,659 residential lots, a 12 lot commercial precinct and primary school.
•All lead in infrastructure, earthworks and civil works for Stages 1 and 2
including the school site and the Lakeside Village Centre are complete.
The earthworks consent has been granted for all stages.
•Stage 3 is well underway with substage 3D (75 lots) already settled in
FY23 and further substages due to settle over FY24 – FY25.
Target product mix
1
Residential lots.
Target units remaining
1
930
Target settlement period
1
FY24 – FY29
Lakeside Village Centre
Description
•The Lakeside Village Centre is a 1.5 hectare commercial and retail
precinct located at the centre of the Lakeside development which
opened in FY23.
•The Lakeside Village Centre consists of office and retail tenancies, a
café / restaurant, childcare facility and general store with off-street
parking and fronting onto a neighbourhood playground; a total of 12
units.
Target product mix
1
Commercial units.
Completed units
1
12
Property Compendium (cont.)
APPENDIX 6
40
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Ovation Launch Bay
Description
•A development consisting of a six-storey apartment building and two
townhouses. Located on the edge of the Launch Bay precinct
overlooking the Waitemata Harbour.
•A mix of one, two and three bedroom ‘high end’ apartment units and
four bedroom townhouses.
•The apartments are complete, settlements commenced FY23 and the
remaining units are forecast to settle in FY24.
LocationAuckland
Target product mix
1
Apartment units and townhouses.
Target units remaining
1
6
Target settlement period
1
FY24
Launch Bay Townhouses and Apartments
Description
•Development consisting of 25 Townhouses and a four-storey Apartment
building consisting of 4 Apartments.
•A mix of three and four bedroom Townhouses each with a double garage
and four full-floor two bedroom Apartment units.
•Located immediately adjacent to the Central Oval and enjoys water
views.
•The Townhouses are complete with settlements commencing Q1 FY24.
LocationAuckland
Target product mix
1
Townhouses and Apartments.
Target units remaining
1
29
Target settlement period
1
FY24
Property Compendium (cont.)
APPENDIX 6
41
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Property Compendium (cont.)
APPENDIX 6
Jimmy’s Point Launch Bay
Description
•A development consisting of a six-storey apartment building of 30 units.
Located above the Jimmy’s Point Reserve, the development enjoys views
of the Waitemata Harbour and beyond.
•A mix of studio, one, two and three bedroom ‘high end’ apartment units.
•Jimmy’s Point launched to the market in October 2021.
•Construction commenced in early 2022 and continues at pace.
Target product mix
1
Apartments units.
Target units remaining
1
30
Target settlement period
1
FY25
Northbrook Launch Bay
Description
•A ~214-unit retirement village consisting of ~175 independent and
serviced units and ~39 care suites, a clubhouse and amenity building for
social and active recreation and a main entry building with offices, staff
room, kitchen, and back of house facilities for administration purposes.
•Northbrook Launch Bay will include the construction of a 15 storey
tower, the tallest tower within Hobsonville, which will enjoy
uninterrupted views of the Waitemata Harbour and beyond.
•An application to vary the existing apartment resource consent (which is
in place for the property) has been lodged.
•The building consent will be lodged upon receipt of the resource consent.
•Construction will commence upon receipt of the building consent.
Target product mix
1
Retirement village units and care suites.
Target units remaining
1
214
Target settlement period
1
FY26 – FY28
42
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Sunfield
Description
•Winton has contracted to purchase a 200 hectares parcel of land located in Ardmore
in the south of Auckland.
•Sunfield sits between the rapidly urbanising and expanding neighbourhoods of
Takanini and Papakura, with Ardmore Airport to the east. There are direct
connections back to the main centres of Takanini and Papakura. Papakura Station is
just 2km from Sunfield, providing a direct connection to the Auckland public
transport network and enabling a low impact and sustainable lifestyle without
leaving Auckland.
•Residential development has occurred along the entire western and southern
boundaries of the property, and development of the property is the logical extension
of the urban intensification in this area of Auckland.
•Winton lodged the Sunfield Specified Development Project Application with Kainga
Ora in October 2021 under the Urban Development Act 2020 legislation to seek a
rezoning of the property to allow the proposed development of the masterplanned
community. Winton’s submission under the Urban Development Act legislation was
declined in April 2022.
•Winton is moving forward with the 50 hectares of the property, which is currently
zoned future urban with a more traditional masterplan supported by current
regulation, yielding ~2,000 lots.
•In parallel, Winton is pursuing alternate legislative pathways to rezone the remaining
c.150 hectares of the Sunfield land, including the Resource Management Act.
Acquisition Date2020
LocationAuckland
Target units
remaining
1
3,957
Target product
mix
1
Residential lots, retirement villages, schools, employment, healthcare and education
zoned land, a town centre and retail hubs.
Target settlement
period
1
FY28 – FY39
Property Compendium (cont.)
APPENDIX 6
43
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
The Villard Apartments
Description
•A development consisting of 22 apartment units set in one of Auckland’s
most exciting and diverse locations.
•A mix of three, four and five bedroom ‘high end’ apartment units.
•Wynyard Quarter is setting the standard for transformational urban
regeneration in New Zealand.
Target product mix
1
Apartment units.
Target units remaining
1
22
Status
•Resource consent has been granted.
•Construction is expected to commence in Q2 FY24.
Target settlement period
1
FY27-FY28
Northbrook Wynyard Quarter
Description
•A ~154-unit retirement village consisting of ~119 independent and serviced
units and ~35 care suites, a clubhouse and amenity building for social and
active recreation and a main entry building with offices, staff room, kitchen,
and back of house facilities for administration purposes.
•Northbrook Wynyard Quarter will provide easy access to Auckland's famous
waterfront. From dining, theatre, cycling, shops, walking to boating. This is
one of the most sought-after locations in New Zealand.
Target product mix
1
Retirement village units and care suites.
Target units remaining
1
154 retirement and 7 commercial.
Status
•Resource consent has been granted.
•Construction is expected to commence in Q2 FY24.
Target settlement period
1
FY27-FY28
Property Compendium (cont.)
APPENDIX 6
44
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Northbrook Avon Loop
Description
•A ~210-unit retirement village consisting of ~178 independent units and
serviced and ~32 care suites, a clubhouse and amenity building for social
and active recreation and a main entry building with offices, staff room,
kitchen, and back of house facilities for administration purposes.
•Northbrook Avon Loop is set in one of Christchurch's most desirable
locations. Located on the edge of the Avon River in a park like setting.
Target product mix
1
Retirement village units and care suites.
Target units remaining
1
210
Status
•Resource consent has been granted.
•A building consent application has been lodged.
•Construction will commence upon receipt of the building consent.
Target settlement period
1
FY26 – FY30
Property Compendium (cont.)
APPENDIX 6
45
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Northbrook Arrowtown
Description
•Northbrook Arrowtown comprises an approximately 15
hectare parcel of development land located in Arrowtown,
next to the Millbrook resort and alongside a spectacular
waterfall and creek.
•A ~196-unit retirement village consisting of ~173
independent and serviced units and ~23 care suites, a
clubhouse and amenity building for social and active
recreation and a main entry building with offices, staff
room, kitchen, and back of house facilities for
administration purposes.
•Civil works and landscaping have previously been consented
and are underway on site. This includes the completion of a
new access road and mains infrastructure for the entire
Waterfall Park and AyrburnFarm precinct, three vehicle
crossings and a pedestrian bridge.
Target product mix
1
Retirement village units and care suites.
Target units
remaining
1
196
Status
•An application to vary the existing hotel resourceconsent
which is in place for the property has been lodged.
•The building consent will be lodged upon receipt of the
resource consent.
•Construction will commence upon receipt of the building
consent.
Target settlement
period
1
FY26 – FY29
Property Compendium (cont.)
APPENDIX 6
46
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Property Compendium (cont.)
APPENDIX 6
Ayrburn Farm
Description
•Ayrburn Farm comprises an approximately 42 hectare parcel of land
located in the heart of the growing Arrowtown and Lake Hayes basin.
•A district plan review process is currently underway to rezone the land
from rural to Wakatipu Basin Lifestyle Precinct. Under the Lifestyle
Precinct outcome this would enable approximately 21 rural lifestyle lots
with a minimum size of 6,000m
2
.
•The Environment Court hearing was held in July 2022. A decision is still
to be provided.
Target product mix
1
Residential lots.
Target units remaining
1
21
Target settlement period
1
FY26
Ayrburn Domain Restaurant Precinct
Description
•Ayrburn Domain is a collection of historic stone farm buildings that are
being remediated and repurposed as a hospitality precinct.
•Resource consent, building consent and engineering approvals have
been obtained. Stage 1 is almost complete and due to open in H1 FY24,
with further development expected to be staggered over the coming
years.
•Completion of the project is expected to occur over the next 2-3 years.
Target product mix
1
A restaurant precinct consisting of 3 restaurants/bars, café/bakery, cellar
door, offices, and function venue.
Target units remaining
1
23
47
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Beaches
Holiday Park, Beaches
Description
•Matarangi is a popular tourist town on the Coromandel Peninsula.
•Stages 3 to 13 are complete.
•Stages 14 and 15 are consented with works underway due for
settlement in FY24-FY25.
•Settlements of these residential lots will occur progressively following
their completion.
Target units remaining
1
49
Target product mix
1
Residential lots.
Target settlement period
1
FY24-FY25
Description
•The MatarangiHoliday Park is proposed on a parcel of land at the
entrance to Matarangi. It will consist of 345 individual sites of one and
two bedroom cabins, campervan/caravan and tents sites with amenities
such as a communal kitchen, laundry, playground, playing field,
swimming pool and a boat service workshop.
•Winton is currently preparing the resource consent application for
lodgement.
Target units remaining
1
1
Target product mix
1
Holiday Park.
Target settlement period
1
FY26
Property Compendium (cont.)
APPENDIX 6
48
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
North Ridge
Description
•North Ridge comprises a circa 121 hectare parcel of development land
located in Bellbird, a suburb of Cessnock in the heart of the Hunter
Valley, circa 150km, two hours’ drive north of the Sydney CBD.
•The site comprises three parcels: a 36-hectare block which has been re-
zoned for residential use, a 63-hectare block zoned as environmental
land (not to be developed); and a 22-hectare block which is accessed by
a mining company to complete rehabilitation, as required by their
existing mining lease, in preparation for development.
•All Stage 1 and 2 residential lots have been completed and have settled.
•Stages 3 to 6 have completed, with 105 settled in FY23 and the balance
of 17 lots due to settle in FY24.
•Future stages are awaiting resource consents.
•Settlements of these residential lots will occur progressively following
their completion from FY26 onwards.
LocationCessnock, NSW
Target units remaining
1
199
Target product mix
1
Residential Lots.
Target settlement period
1
FY24, FY26 – FY27
Property Compendium (cont.)
APPENDIX 6
49
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
River Terrace
Description
•17 large lifestyle blocks, 15 of which have been settled as lots during
FY23.
•1 commercial lot, which was settled during FY23.
•Two dwellings have been constructed to be offered to the market as
‘house and land’ packages. 1 pre-sold as at FY23 with 1 unsold.
Target units remaining
1
2
Target product mix
1
Dwellings.
StatusAs detailed above.
Target settlement period
1
FY24
Parnell
Description
•Parnell Apartments & Commercial bought in May 2022 is to be
developed into 5 Apartments and 1 Commercial block.
•Resource consent received in FY23 and demolition work completed.
Target units remaining
1
5 Apartments and 1 commercial block.
Target product mix
1
Residential lots and Commercial.
Target settlement period
1
FY25
Property Compendium (cont.)
APPENDIX 6
50
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
BridesdaleFarm
Description
•Bridesdale Farm is a residential master planned community located in
Lake Hayes Estate, Queenstown.
•137 residential lots and a commercial lot have been developed and
settled.
•A district plan review process is underway to rezone some of the
balance land to enable recreation activities.
•An application for a building platform on the remaining balance land is
currently being processed.
Target units remaining
1
1
Target product mix
1
Balance lot.
Target settlement period
1
FY25
Property Compendium (cont.)
APPENDIX 6
51
Notes: 1. Target units to be developed from 1 July 2023 onwards on existing projects based on managementestimates and masterplans current as at 30 June 2023. Target total units, target
product mix and target settlement period may change, including due to planning outcomes and market demand.
Cracker Bay
Description
•1.2-hectare block within Wynyard Quarter located on Westhaven Drive,
Auckland.
•Comprises office building, dry stack storage, marina business and retail.
•Winton has plans to revitalise the site, including extendingthe
Westhavenwaterfront walkway.
•Redevelopment of the office expected to commence in early FY24, with
the development of a private yacht club, redevelopment of the existing
retail spaces, wedding venue, waterfront café/restaurant, and
revitalised wet berths to follow.
•In addition to the commercial rationale of the acquisition, the site offers
the perfect space for our flagship Northbrook sales suite.
•Cracker Bay comprises multiple assets and is adjacent to our ~5,000
sqm Northbrook Wynyard Quarter site.
Target product mix
1
Office Space, Boat Storage/Marina and Hospitality.
---
ANNUAL REPORT
2023
Winton builds
neighbourhoods
Key Highlights 1
Letter from the Chair and CEO 2
Financial Commentary 8
Northbrook Update 9
Completed Projects 12
ESG 18
Leadership and Governance 34
Financial Statements 37
Corporate Governance 71
Directory 91
Contents
AYRBURN
ARROWTOWN
WINTON LAND LIMITED ANNUAL REPORT 20231
$211.4M
REVENUE
UP 32.5% ON FY22
51.4%
GROSS PROFIT
MARGIN
30.6%
NPAT MARGIN
ZERO
DEBT
$76.3M
CASH AND CASH
EQUIVALENTS
6,407
UNITS1
LANDBANK YIELD
78%
2
OF PORTFOLIO
(BY UNITS) ARE
RESIDENTIAL LOTS
LIMITING EXPOSURE
TO CONSTRUCTION
902
RETIREMENT
LIVING UNITS YIELD
ACROSS 5 LOCATIONS
520
TOTAL
SHAREHOLDERS
65
EMPLOYEES
$419.3M
3
OF GROSS
PRE-SALES SECURED
26
CURRENT PROJECTS
14
MASTERPLANNED
COMMUNITIES
565
UNITS DELIVERED
AND SETTLED
1 Units comprise residential land lots, dwellings, townhouses, apartments, retirement living units and commercial units.
2 Target units to be developed from 1 July 2023 onwards on existing projects based on management estimates and masterplans current
as at 30 June 2023. Target total units, target product mix and target settlement period may change, including due to planning
outcomes and market demand.
3 Pre-sales are as at 30 June 2023.
$108.7M
GROSS PROFIT
$64.6M
NET PROFIT
AFTER TAX
Key highlights
2
Letter from Chris Meehan
CEO and Chair
A record year for delivery and settlements
during the 12 months ending 30 June 2023
(FY23) resulted in post tax earnings of
$73.8 million1 and $211.4 million revenue,
32.5% higher compared to FY22 and
attributable to 565 units
2
settling.
This is a significant effort by the team to deliver so many
units and is the outcome of many years of preparation and
development. The timing of delivery meant we settled more
units than we ever have before and 116 units more than FY22,
including land lots, dwellings, townhouses and apartments.
Revenue was skewed to the second half, with 59.8%
delivered in H2 FY23.
As a result of top-line growth, we delivered a gross profit of
$108.7 million and a gross profit margin of 51.4% compared to
$72.4 million and 45.4%, respectively, in FY22. Earnings before
interest, tax, depreciation and amortisation (EBITDA) increased
88.1% to $95.6 million compared to $50.8 million3 pro forma
EBITDA in FY22. Net profit after tax (NPAT) was $64.6 million,
78.6% higher than FY22 pro forma NPAT of $36.2 million.
It has been a big year at Winton. We adapted to and
completed our first full year as a listed company, delivered
our largest number of units in a year, navigated an extremely
wet construction season, launched sales for Northbrook
Wynyard Quarter and received resource consent for three
Northbrook locations. We also grew the Winton team to
65 people, predominantly to begin the resourcing of our
Northbrook and Ayrburn business units. The team has taken
it in its stride, and we are all collectively looking forward to
the year ahead and the programme of work to be delivered.
As we have communicated over the past 18 months,
the residential sales environment has been slower. The
significant pre-sale book we had built up has done exactly
what it was meant to and protected future revenue. We
also locked in supply contracts well in advance to minimise
the cost increases from supply chain issues and inflation,
which reduced volatility within the cost of sales compared
to some of our peers.
With a big year in settlements and a slower market, as
expected, our pre-sale book has decreased to $419.3 million.
In a slower residential market, it is more difficult to get
pre-sales as the traditional discount to buy off the plans is
less appealing to buyers if they perceive the market may
fall further during the time of construction. This strategy
of discounted pre-sales is a natural hedge for potential
defaults as we can often sell a property at the same price
or better once completed.
Despite the market challenges, we are in a compelling and
enviable position. We still have zero debt, cash holdings of
$76.3 million, and an existing landbank with a potential yield
of over 6,000 units.
1 Post tax earnings of $73.8 million were at the lower end of guidance
(between $72.4 million and $82.4 million) being NPAT excluding H2 FY23 fair
value revaluation of investment properties. A reconciliation can be found on
page 16 of the investor presentation.
2 Units comprise residential land lots, dwellings, townhouses, apartments,
retirement living units and commercial units.
3 Pro forma EBITDA is a non-NZ GAAP measure that includes pro forma
adjustments. You can find a reconciliation to NZ GAAP measures in Winton’s
results presentation on page 32.
ALTA VILLAS
NORTHLAKE
WANAKA
WINTON LAND LIMITED ANNUAL REPORT 20233
Operational
Following on from a busy first half, in
the second half, we delivered 346 units
completing stage 3D at Lakeside in
Te Kauwhata, stages 9-13 at Beaches
Matarangi, stages 3-6 at North Ridge
Cessnock, and stage 16 and the Duplex
Townhouses at Northlake. This takes the
total for the year to 565 units.
The Village Centre at Lakeside Te Kauwhata was completed
at the end of the financial year. We already have some great
tenants, including a supermarket, a childcare, a fitness centre,
a barbershop, and the Kāinga Ora sales office. We look
forward to seeing the Village Centre be put to great use and
become a vibrant place for the community. At Lakeside, we
also completed the design for the 60+ hectares of shared
spaces in collaboration with Kāinga Ora and local iwi. We look
forward to working on this during FY24.
In June we formally launched the Northbrook Wynyard
Quarter offering after completing a full-sized show apartment
and sales office. We couldn’t be happier with how the launch
went, with the concept of luxury later living taking hold and
connecting with our target market. On the first weekend, we
had over 400 people through the show suite. Strong numbers
of people continue to visit and we are seeing good levels
of sales contracts put in place. What resonated most with
buyers is the ability to continue living the way they want and
within a five-star residence with stunning water views.
We continue to deliver key milestones, which Julian has
detailed on page 9.
At Ayrburn Arrowtown, we are nearing the end of
construction and started hiring key personnel for when
the hospitality precinct opens. Ayrburn will perfectly
complement the luxury later living offering at Northbrook
Arrowtown and provide a destination for many to enjoy.
At Sunfield, we continued progressing the 50 hectares of
the property that is currently zoned future urban with a
more traditional masterplan supported by current regulation.
Meanwhile, we continue to pursue alternate legislative
pathways to rezone the remaining c.150 hectares of the
Sunfield land, including the Resource Management Act.
As previously communicated, Winton has issued
proceedings in the Auckland High Court under the
Commerce Act, alleging anti-competitive conduct by
the Government housing agency Kāinga Ora. Winton is
seeking Court declarations that Kāinga Ora’s conduct
is unlawful and in breach of the Commerce Act, and
an order requiring Kāinga Ora to consider Sunfield
for assessment under the UDA, as well as substantial
damages for Kāinga Ora’s conduct to date which were
recently quantified in an Amended Statement of Claim.
The provisionally assessed amount of $138.5m in damages
plus costs and interest represents Winton’s view of the
quantum of the loss it has suffered due to Kāinga Ora’s
alleged anti-competitive conduct. This is not a process
that we have taken lightly, but we believe their current
conduct is fundamentally flawed.
LAKESIDE
TE KAUWHATA
4
NORTHBROOK
WANAKA
ARTIST IMPRESSION
WINTON LAND LIMITED ANNUAL REPORT 20235
Environmental, Social and
Governance Update
This year, we have focused on building
the foundation to drive and communicate
our ESG framework and impact.
Most recently, our senior management team adopted
a sustainability framework, with endorsement from the
Winton Board of Directors (the Board). The strategy outlines
our main focus areas within three pillars, reflecting the
interconnection with Winton’s business strategy and its
ability to operate long into the future. The sustainability
framework lays the foundation to minimise negative risks
and deliver positive impacts to continue to create thriving
neighbourhoods. We are proud of what we were already
doing, but the framework brings more structure and focus
on the areas where we can have the most impact.
In FY23, we completed our first emissions inventory for
Scope 1, Scope 2, and some Scope 3 emissions. For our
following inventory, we are working towards including
more Scope 3 emissions and adding reduction targets.
In FY22, we initiated a process that would formalise our
commitment to health and safety and create a structure fit
for a growing company in our industry to keep employees,
contractors, and our wider communities safe. In FY23,
following a third-party company-wide health and safety
review, we have created a proactive master health and
safety system and specific plans for development and
construction. Training is underway for people of all
levels at Winton, and we look to formalising appropriate
monitoring metrics during FY24.
During FY24, we will build on the initial work we have
completed for climate-related disclosures, ensuring we
meet all requirements for our first mandatory disclosure
year ending 30 June 2024.
Board Changes
In June, Winton Board member Anna Molloy announced her
retirement from the Winton Board, effective from the close of
22 August 2023. On behalf of the Board and management,
I would like to thank Anna for her invaluable contribution and
commitment to Winton, particularly during the initial public
offering (IPO) and Winton’s transition to becoming a publicly
listed company.
The Board appointed Steven Joyce as a Director to the Winton
Board in June 2023. The Board has determined that Steven
is an Independent Director and will hold office until Winton’s
2023 Annual Meeting when he will retire and offer himself for
election by the shareholders. Steven will take over the position
of Chair of the Audit and Financial Risk Committee from 22
August 2023. We are delighted to have Steven join the Board.
He brings a wealth of experience to Winton with his vast
financial and economic skills and experience and pragmatic
and strategic insight.
Letter from Chris Meehan continued
6
Dividend
The Board declared a dividend of 2.16 cents
per share for the six months ending,
30 June 2023.
This is in addition to the 2.06 cents per share dividend that
was declared and paid for the first half of FY23, bringing the
total dividend for the year to 4.22 cents per share, reflecting
20% of distributable earnings.
The dividend is in line with our dividend policy, updated in
February 2023 to exclude any unrealised valuation movements
in investment properties and within a pay-out ratio of
approximately 20-40% of full-year distributable earnings.
Market and Outlook
The New Zealand housing market has
faced headwinds over the past eighteen
months. However, as we head into FY24,
there are strong indicators that the market
is near to or at the bottom.
The housing market in New Zealand still has fundamental
issues constraining the housing supply. We believe some
homeowners will continue to struggle in the near term
with higher interest rates and high inflation, but increasing
immigration to New Zealand, constrained land supply, and
upward sentiment of rental prices, will put compounding
pressure on the already short housing supply.
The supply chain issues in the industry have cleared and
the ongoing cost increases in building supplies have
stopped. We have continued to see strain within the
industry, with an 85% increase in construction industry
insolvencies in FY23 compared to FY22. There will likely be
more, particularly where businesses are highly leveraged.
For Winton we continue to operate with financial discipline
both on land acquisition and sales to enable us to thrive
through the cycle and use it to our advantage as we build
prominence in the New Zealand property industry. In the
current economic turbulence, Winton is a financially stable,
experienced and trusted developer, delivering reliable,
high-quality product. For all those reasons, builders want
to work for us and price accordingly.
As I stated earlier, results for FY23 were the outcome of
a number of years of development and due to completion
timing, a standout year for settlements and revenue
recognition. Looking ahead to FY24, the timing of
completed units and the type means revenue will be
lower than FY23. Going forward we will naturally keep
the market informed of our plans and progress with the
business but do not expect to provide formal guidance,
to enable us to better focus on operating the business for
maximum long-term shareholder value.
We have an exciting year ahead and thank you for your
continued support as we deliver on our growth plans.
We are here to provide value to our shareholders but
without our employees, customers, contractors, regulatory
bodies, and investors, we wouldn’t be able to do that.
Chris Meehan
Chair and CEO
Letter from Chris Meehan continued
3 Refer to reconciliation on page 8.
WINTON LAND LIMITED ANNUAL REPORT 20237
JIMMY’S POINT
LAUNCH BAY
8
For the 12-month period ending 30 June
2023, Winton produced a record year
of delivery, with 565 unit settlements.
In delivering a record year of settlements,
FY23 revenue was $211.4 million, up 32.5%
compared to $159.5 million in FY22.
Revenue was lower than Winton’s Prospective Financial
Information (PFI) included in the PDS by 38.7%, a result of
inclement weather conditions in FY23, with timing of project
completion delayed until FY24. The volume of units varies
from year-to-year depending on the number and size of
projects under development and the development lifecycle
of each project, the staging of construction works, the level of
pre-sales and the underlying market.
Cost of sales reflects the cost of the land and to develop the
land and property for sale. In FY23, Cost of sales was $102.7
million, up 17.9% from $87.1 million in FY22. Costs of sales are
recognised in alignment with revenue; therefore, the increase
is reflective of both a 25.8% increase in the volume of units
settled, and a 6.0% improvement in Gross Profit Margin.
Gross profit was $108.7 million, up 50.1% compared to FY22.
Gross Profit Margin for FY23 was 51.4% compared to 46.6%
in PFI and 45.4% in FY22; due to a higher average margin
from the product mix settled during FY23. Margins on land
lot settlements are typically greater than dwellings and
apartments for Winton.
Earnings were at the lower end of guidance (between
$72.4 million and $82.4 million), being NPAT excluding any
unconfirmed fair value revaluation of investment properties
for FY23, with post tax earnings totalling $73.8 million for
the period. A reconciliation is provided below.
NPAT RECONCILIATION TO FEBRUARY 2023 GUIDANCE 2023
Statutory NPAT
Fair value adjustment H2 ended 30 June 2023
Tax impact of fair value adjustment H2 ended 30 June 2023
$64.6m
$8.7m
$0.5m
NPAT excluding H2 FY23 fair value revaluation of investment properties
$73.8m
Rental income has increased significantly in the year as a
result of the purchase of Cracker Bay (formerly Pier 21) and
the tenanting of Lakeside Commercial totalling, $3.7 million.
Selling expenses were 12.6% lower than FY22 as a function
of reduced marketing spend, as cost was focussed on
completed projects and the Northbrook brand during the year.
Administrative expenses were increased due to additional
headcount and new litigation in FY23.
Profit after income tax for the period was $64.6 million
compared to $31.7 million in the comparative period but lower
than the PFI of $98.8 million.
As at 30 June 2023, cash and cash equivalents were
$76.3 million, compared to $204.8 million on 30 June 2022,
with the decrease in balance a result of the use of capital
raised during the IPO of $350 million for developments and
expansion of the business. Total assets were $590.6 million
and total liabilities were $80.2 million.
Financial Commentary
WINTON LAND LIMITED ANNUAL REPORT 20239
Northbrook offers luxury later
living in five exquisite locations
near the water’s edge.
Northbrook targets the high-end niche of New
Zealand’s growing and aging population that
has been underserviced by the existing large-
scale operators. Every Northbrook location
has independent residences and hospital-level
care within Northbrook.
Julian Cook
Director of Retirement
Northbrook Update
Northbrook residents can expect a five-star
lifestyle with spacious and private residences,
superior dining experiences, premium care
facilities if needed, and luxurious facilities
and amenities, including a fully equipped
gym, yoga studio, heated pool, spa pool,
infrared sauna, and garden areas. Each
location will have unique facilities and
amenities, like the Northbrook Wynyard
Quarter’s private marina and the Northbrook
Wanaka wood workshop.
The first five locations have a total yield of
902 units, including independent residences,
serviced units and care suites. The standard
terms under the Northbrook Occupational
Right Agreement will provide a 30% Deferred
Management Fee over a four-year period for
independent living residences and a 30%
Deferred Management Fee over a two-year
period for care suites.
NORTHBROOK
WYNYARD
QUARTER
10
Northbrook Update continued
After three years of designing Northbrook to
fulfil the luxurious brand vision and enable
efficient construction and operations, FY23 saw
us move ahead into construction and pre-sales.
We now have resource consent for three
locations; Wynyard Quarter, Wanaka, and
Avon Loop in Christchurch. An amendment
is underway for an existing resource consent
at Northbrook Arrowtown and we are well
progressed on an amendment for our existing
Launch Bay resource consent.
The FY23 highlight at Northbrook was the launch
of Northbrook Wynyard Quarter pre-sales and the
opening of the show apartment and sales office.
This entailed building a full-size apartment for
potential buyers to experience the sophistication
and spaciousness of a Northbrook residence.
We had hundreds of people through the suite
during the opening weekend and were delighted
with their response. The feedback was that there
wasn’t anything like this in New Zealand targeting
the top of the retirement market, the fit-out was
exceptional with fine finishing and thoughtful
design, and the amenity within Northbrook and
the associated Cracker Bay created a lifestyle they
couldn’t imagine anywhere else. Strong interest
has continued and translated into initial sales. We
look forward to construction starting at Northbrook
Wynyard Quarter in Q2 of FY24.
Northbrook Wanaka is positioned alongside
Winton’s Northlake community and surrounded
by southern beauty. The show suite at Northbrook
Wanaka is nearing completion, and we look forward
to welcoming people to it in early September.
NORTHBROOK
AVON LOOP
WINTON LAND LIMITED ANNUAL REPORT 202311
Northbrook Update continued
Resource consent was recently received for
Northbrook Avon Loop in Christchurch. The
15,139 sqm site is in central Christchurch on
Oxford Terrace and alongside Avon River, with
beautiful park surrounds akin to those throughout
Christchurch. Detailed planning is underway, and
we look forward to opening the show suite in 2024.
The Northbrook team is growing to resource sales
and operations. We have hired a General Manager
of Operations, a Head of Clinical, a National Sales
Manager and sales teams for Wynyard Quarter
and Wanaka. We also utilise the marketing and
design expertise of the Winton team. We will
continue to build the team appropriately, pacing
with sales launches and operational requirements.
NorthbrookLocationProject statusPre-sellingIndependent
and Serviced
Retirement Units
Care
Suites
Total Units
and Suites
Wynyard QuarterAucklandResource consent granted,
show suite complete, works
to commence FY24
Ye s11935154
WanakaWanakaResource consent granted,
works underway, show suite
nearly complete
Commencing9632128
ArrowtownArrowtownResource consent granted
(amendment underway),
works underway and show
suite under construction
Coming soon17323196
Launch BayAucklandResource consent
submission underway
No17539214
Avon LoopChristchurchResource consent grantedNo17832210
To t a l 741161902
NORTHBROOK
WANAKA
12
The Ovation is a boutique waterfront
development comprising two townhouses
and nineteen apartments overlooking
Catalina Bay in Winton’s Launch Bay
neighbourhood at Hobsonville Point.
Its northerly, elevated position captures the sun and maximises
the site’s magnificent harbour views. Designed to bookend the
Oval green space, the Ovation is set amidst the trees at the
harbour’s edge.
The Ovation’s exterior perfectly complements its spectacular
setting with earth-toned stone and warm, natural timbers. The
inclusion of brick embraces the brick manufacturing heritage
of the area and pairs well with aluminium cladding made from
80 percent recycled material.
Each apartment has an exceptional outdoor area and access
to the shared garden on the northern aspect of the Ovation,
overlooking the water. The luxurious two and three-bedroom
apartments range from 117 sqm to 130 sqm with floor-to-ceiling
windows beneath a 2.7 metre stud height, with exquisitely
crafted interiors by the award-winning Stewart Harris, Principal
of Macintosh Harris.
On the top level is the full-floor stunning penthouse
overlooking the Waitematā Harbour and designed for luxurious
comfort with four bedrooms, four bathrooms, and a wrap-
around 120 sqm patio.
The Ovation’s perfect location means an absolute waterfront
position bordering Launch Bay’s grass oval, once the host of
military parades, and a short walk along the Hobsonville Point
boardwalk to the ferry and the cafés at Catalina Bay.
After years of planning and construction, the Ovation
Apartments were completed in December 2022 and are a
welcomed addition to the Launch Bay community alongside
other completed Winton projects, including the Officer Houses,
Oval Houses, and Marlborough Apartments.
Ovation Launch Bay
OVATION
LAUNCH BAY
HOBSONVILLE POINT
Completed Projects
WINTON LAND LIMITED ANNUAL REPORT 202313
OVATION
LAUNCH BAY
HOBSONVILLE POINT
14
The vision for the 28 Duplex Townhouses
in the heart of Winton’s Northlake
neighbourhood in Wanaka was for two-
level homes with beautiful views from every
master and a uniform architectural frame
to the central recreation reserve. And that
is precisely what was delivered.
Local architects 360 Architects brought the vision to life and
construction of these high-quality and popular homes started
in the second half of 2021. They were built in tranches of 10
homes at a time, supporting a rolling build and settlement
program over two years.
The three and four-bedroom, 2.5 bathroom homes were
completed with landscaping and fencing and offered a
low-maintenance lifestyle that appealed to many, including
younger couples, small families, and owners choosing to
let both long and short-term. These homes had significant
interest from the moment they launched in 2021. As well as
the efficient floor plan and design of these homes, buyers
Completed Projects continued
Duplex Townhouses Northlake
NORTHLAKE
WANAKA
WINTON LAND LIMITED ANNUAL REPORT 202315
“The Duplex Townhouses create
this architectural frame around the
recreation reserve at Northlake.
They are such an excellent
addition to the range of homes
we have at Northlake and the
buyers couldn’t be happier.”
DUNCAN ELLEY - GENERAL MANAGER, PROJECT DELIVERY
loved the location of these homes with the 12,000 sqm
recreation reserve across the road and the Village Centre
just a few minutes walk down the road.
Northlake’s masterplan is founded on Winton’s belief that
diverse and connected neighbourhoods create thriving
communities. At Northlake, we have incorporated a range
of housing types to serve the needs of a diverse range of
buyers and residents, and the Duplex Townhouses have
complemented this strategy.
All properties are sold and settled, with the last tranche
of homes being completed in June 2023.
16
Just 3 kms out of Cromwell and down
Sandflat Road is River Terrace, Winton’s
boutique lifestyle neighbourhood.
The vision was to offer a small number of large sections within
a thoughtful masterplan for those that wanted more space
but wanted to remain within a community. The completed
development has lived up to the vision with 17 lots ranging
from 1.32- 3.92 hectares and the flexibility to allow for spacious
homes and multi bay workshops/sheds for work or play.
River Terrace is enveloped by spectacular mountain vistas
and close to everything the region offers, whether on the
bike trails, on the water or enjoying the art galleries, artisanal
delicacies, and award-winning wineries. Lake Dunstan is
close by, Kawarau River is over the road, just across the
bridge is Bannockburn, and in 45 minutes residents can be
in Queenstown.
The landscaping and boundary structures are integral to
River Terrace, with green borders and character fencing
consistent with the natural material palate and the vernacular
of the surrounding Central Otago environment. They include
timber post and rail fencing, a local schist stone wall, and
extensive planting of ~3,500 natives and ~4,500 exotic plants,
creating a continuous green buffer and contributing to better
ecology and biodiversity.
Construction started in 2021, along with sales for the first
stage. Of the 17 lots, 15 were sold as bare land for buyers
to design and build their southern oasis. Winton built two
expansive homes, each with four bedrooms, a study, a media
room, three bathrooms, and a five-bay workshop/shed.
River Terrace attracted much interest as potential buyers
dreamed of creating a lifestyle in such a beautiful part of
New Zealand. There was a real mix of buyers, including locals
and people moving to the area from Christchurch, Auckland,
and the wider region.
“The design of River Terrace enabled
a lifestyle of expansive space and
easy connection with everything
the region offers, but within a
community. We couldn’t be prouder
of the result and look forward to
watching the development become
a thriving community as buyers
build their dream homes and
become residents.”
LAUREN CHRISTIE – GENERAL MANAGER QUEENSTOWN
RIVER TERRACE
CROMWELL
Completed Projects continued
River Terrace
WINTON LAND LIMITED ANNUAL REPORT 202317
RIVER TERRACE
CROMWELL
18
Winton ESG
Winton’s vision is to set the standard as
a world-class property group that creates
thoughtful masterplanned neighbourhoods
that are best by design. We are dedicated
to creating more sustainable, connected,
and vibrant urban communities, providing
a lasting legacy for future generations.
Winton is on a sustainability journey and is focused on
delivering significant milestones over the next 2-3 years,
driven by the sustainability framework adopted by the
senior management team and endorsed by Winton’s
Board of Directors.
The three pillars of our sustainability strategy are Thriving
Planet, Thriving People, and Sustainable Future. They are
naturally interrelated and integrated into our business
strategy. Every pillar is about mitigating potential negative
impacts on or from our operations, delivering positive
impacts by creating thriving and resilient communities and
more sustainable lifestyles.
One of Winton’s biggest positive impacts comes from
increasing New Zealand’s housing supply within thoughtfully
designed masterplanned neighbourhoods, with high-quality
homes, where nature is celebrated and shared green spaces
and walkways are abundant for all to enjoy.
Winton creates high-quality, well-planned, well-designed
and well-built developments that are more resilient to
climate change and provide real amenity and harmony to our
communities, thereby contributing to the overall wellbeing
of those living, working, and playing in our neighbourhoods.
Greenfield land development allows us to enhance the
ecological value significantly. When we look for new sites,
we seek sites with natural features we can improve and
evolve to benefit the lifestyles of those living within a
Winton neighbourhood. Any one of our developments could
include stream restoration, revegetation, wetland
development, park development, and every development
incorporates shared spaces, comprehensive street
planting, and landscaping, creating new ecosystems and
enhancements to others. By doing so, we firmly believe
there is significant social value to those that live, visit and
work within Winton neighbourhoods.
The three pillars include the material ESG factors we
determined as the most important for our initial framework.
The following material factors have been determined
using resources such as SASB Standards, Climate-Related
Disclosure NZ Standards and internal engagement with
senior management, key business leaders and the Board
of Directors.
Creating thriving neighbourhoods
TO DATE, WE HAVE PLANTED OVER
238,000
TREES AND
PLANTS
IN WINTON NEIGHBOURHOODS
AND DELIVERED
~270,000 SQM
IN SHARED SPACES
Sustainability framework
Our vision is to set the standard as a world-class
property group that creates thoughtful masterplanned
neighbourhoods that are best by design.
By focusing on the three pillars of this framework, we deliver
more sustainable, connected, and vibrant urban communities,
providing a lasting legacy for future generations.
Creating thriving neighbourhoods
ENVIRONMENTAL
FOCUS
THRIVING PLANET
NATURE AND POLLUTION
RESOURCES AND MATERIALS
CLIMATE ACTION
THRIVING PEOPLE
WELLBEING
VIBRANT AND RESILIENT NEIGHBOURHOODS
COMMUNITY INCLUSION
SOCIAL VALUE
FOCUS
SUSTAINABLE FUTURE
BUSINESS MODEL RESILIENCE
SOCIAL LICENSE TO OPERATE
ECONOMIC PROSPERITY
COMMERCIAL
FOCUS
WINTON LAND LIMITED ANNUAL REPORT 202319
20
COMMITMENTS
1
PROTECT AND
RESTORE NATURE
2
ENABLE LOWER
CARBON LIFESTYLES
3
MAINTAIN AN
EMISSIONS INVENTORY
SYSTEM
4
REDUCE CARBON
EMISSIONS AND WASTE
TO LANDFILL
5
DESIGN FOR
RESOURCE
EFFICIENCY
6
RESTORE OR REUSE
BUILDINGS WHERE
PRACTICAL
7
BUILD HIGH-QUALITY
BUILDINGS TO
LENGTHEN THEIR
LIFETIME AND REDUCE
WASTE LONG-TERM
9
COMPLY WITH
ENVIRONMENTAL
LAWS
10
USE BEST PRACTICE
TO AVOID
ENVIRONMENTAL
BREACHES
11
ADAPT TO AND DO
OUR PART TO MITIGATE
CLIMATE CHANGE
12
USE INNOVATION
AND TECHNOLOGY
FOR BETTER
SUSTAINABILITY
OUTCOMES
8
INFLUENCE
SUSTAINABILITY
IMPACTS OF
CONTRACTORS,
SUPPLIERS, TENANTS,
AND EMPLOYEES
Thriving planet
AYRBURN
ARROWTOWN
WINTON LAND LIMITED ANNUAL REPORT 202321
FY23 positive impacts
• Completed Winton’s first emissions inventory including
Scope 1, Scope 2 and some Scope 3 emissions, audited
and verified by Toitū.
• Incorporated sustainability considerations into new vehicle
and equipment acquisitions so lower emission vehicles
and electric tools are purchased when fit for purpose.
• Planted over ~33,000 trees and plants, which included
5,000 at Beaches Matarangi and 7,000 native kānuka
trees at Northlake Wanaka.
• Created four wetlands at Beaches Matarangi with
comprehensive planting, including pōhutukawa, kōwhai,
māhoe, mānuka, flax, and various rush varieties.
• Created two manmade lakes at Beaches Matarangi,
which act as a stormwater solution and created positive
ecological environments from the abundance of
planting around the circumference.
• Continued a tree planting and pest trapping initiative
with local Iwi group Mana Tāhuna, planting over 2,000
trees over 3 hectares at Ayrburn Arrowtown.
• Observed positive outcomes following significant
revitalisation steps over the past four years to improve
stream health, wildlife, and biodiversity at Ayrburn
Arrowtown. Initiatives included fencing to exclude stock
from the creek within Ayrburn and creating riparian
margins by planting 800 metres along the creek with
30,000 native plants. Early data shows a reduction in
sediment as water travels through Ayrburn.
• Restored 719 sqm of heritage buildings, celebrating and
remediating their unique character, but also making them
structurally sound to be enjoyed long into the future.
• Assisted local iwi in Te Kauwhata with their funding
application to plant kahikatea trees at Lakeside.
• Became a member of the NZ Green Building Council
(NZGBC).
FY24 focus
• Determine carbon intensity metrics and set emission
reduction targets.
• Formulate an emissions reduction plan.
• Climate-related disclosures implementation.
• Create Winton sustainability standards for design
and development.
Thriving planet continued
AYRBURN
ARROWTOWN
22
Thriving planet continued
Our emissions footprint
During FY23, Winton measured its emissions for the first time
to ISO 14064-1:2018, which was audited and verified by Toitū
and certified under the Toitū carbonreduce certification. In our
first inventory, we set the inventory boundary to all Scope 1
and Scope 2 emissions and some Scope 3 emissions, where
we were able to calculate associated emissions accurately.
FY22 MEASURED EMISSIONS
(tCO2e)
SCOPE 1
Category 1: Direct emissions
72.18
SCOPE 2
Category 2: Indirect emissions from imported energy11.16
SCOPE 3
Category 3: Indirect emissions from transportation
Category 4: Indirect emissions from products used by organisation
95.11
6.45
TOTAL GROSS EMISSIONS184.90
Category 1: Direct removals-
Purchased emission reductions-
TOTAL NET GHG EMISSIONS
184.90
SCOPE 3
101.56
(55%)
SCOPE 1
72.18
(39%)
SCOPE 2
11.16
(6%)
Winton’s main drivers of emissions for Scope 1 and Scope 2
are fuel use for transportation and electricity use. However,
we expect the profile of our second-year emissions to be
different to reflect a full year of post-COVID business without
lockdowns, the growing business and number of employees,
and additional Scope 3 emissions. We expect Scope 3
emissions to be exponentially more than Scope 1 and
Scope 2 combined as Winton’s business model means external
contractors complete all onsite works and construction, and
therefore sit within Scope 3 emissions.
During FY24, we will work on Scope 3 emissions measurement,
determine relevant intensity metrics for the Winton business,
set appropriate emission reduction targets and develop an
emissions reduction plan to meet those targets.
SCOPE 1 – Direct emissions
SCOPE 2 – Indirect emissions from imported energy (electricity)
SCOPE 3 – All other indirect emissions measured
(includes categories 3-6)
WINTON LAND LIMITED ANNUAL REPORT 202323
SUNFIELD
PAPAKURA
SUNFIELD
PAPAKURA
24
Thriving planet continued
Climate-Related Disclosures
Winton understands the importance of identifying climate-
related risks and opportunities for adapting to climate change
and transitioning to a lower emissions economy. Aligned with
Winton’s three strategic sustainability pillars, Winton will
mitigate risks and maximise opportunities.
Winton’s first mandatory disclosure is for the year ending 30
June 2024, however, we have completed and disclosed initial
steps within this report. Winton may utilise the provisions in
Climate Standard 2 which would mean Winton would be fully
compliant by FY26 at the latest.
Winton has implemented an ESG governance structure, of
which climate-related risks and opportunities are a significant
part. This ensures the integration of climate-related risks and
opportunities within the broader sustainability framework.
ROLES AND RESPONSIBILITIES
BOARDOversees ESG, including climate-related risks and opportunities.
Reviews and approves the direction and monitors progress against targets.
SENIOR MANAGEMENTAssesses and manages ESG, including climate-related risks and opportunities.
Reports on programme performance and progress.
CFO AND GM
CORPORATE SERVICES
Day-to-day oversight of ESG matters, Chief Financial Officer specific focus on
climate-related risks and opportunities and NZ CS standards.
SUSTAINABILITY
WORKING GROUP
Led by our Sustainability Manager and will meet at least monthly. The working
group is made up of Chief Financial Officer, GM Corporate Services and key
business unit managers. The Working Group shapes, monitors and coordinates
our sustainability programme across the business, involving others for
specific workstreams.
Board’s role
Winton’s Board of Directors is the governing body of
climate-related disclosures.
ESG matters are reported to the Board quarterly by senior
management, including progress against the Board-supported
sustainability framework, including climate-related risks
and opportunities.
Winton’s Board established a risk management framework
that includes a list of material risks faced by Winton, of
which climate change is included.
The Board delegates the responsibility to the senior
management team to ensure the appropriate skills and
competencies are available to manage climate-related risks
and opportunities.
The Board also receives information about climate-related
risks and opportunities as part of Winton’s due diligence
process for new acquisitions.
The Board has agreed to a work plan to meet the climate-
related disclosure requirements in the timeframe set out
in Climate Standards 1, 2, and 3, including setting metrics
and targets. Once those metrics and targets are in place,
the Board will monitor the progress quarterly as part of the
ESG agenda item.
Senior Management will present the assessment of
climate-related risks and opportunities at least annually to
the Board.
WINTON LAND LIMITED ANNUAL REPORT 202325
Thriving planet continued
Management’s role
The management team is involved in assessing and managing
ESG matters, including climate-related risks and opportunities.
The Chief Financial Officer and GM Corporate Services have
day-to-day oversight. The table on page 24 shows the relevant
groups’ structure and responsibilities.
Management is informed about, makes decisions on, and
monitors ESG matters monthly, including climate-related risks
and opportunities. The integration of climate-related risks and
opportunities into business strategy and operations means
decisions and management involvement also occurs within the
workstream of a project.
The Sustainability Working Group shapes, monitors and
coordinates Winton’s sustainability programme across
the business.
All Winton employees, contractors and suppliers share the
responsibility of implementing and delivering on Winton’s
sustainability framework, including meeting the requirements
of the climate-related standards.
OUR DISCLOSURE PROGRESSFY23FY24FY25FY26
GOVERNANCEDisclose the organisation’s governance
and management structure overseeing
and managing climate standards.
STRATEGYDisclose current impacts and financial
impacts, scenario analysis undertaken,
climate-related risks and opportunities
over the short, medium, and long-
term, anticipated impacts and financial
impacts and transition plan aspects of
Winton’s strategy.
RISK MANAGEMENTDisclose how the organisation
identifies, assesses, and manages
climate-related risks and how they
are integrated into its overall risk
management processes.
METRICS AND TARGETSDisclose the metrics and targets used
to assess and manage relevant climate-
related risks and opportunities.
UNCOMPLETED
EXPECTED COMPLETION
COMPLETED
26
Thriving people
FY23 positive impacts
• Delivered 565 units, comprising of residential land lots,
dwellings, townhouses, apartments, retirement living units
and commercial units.
• Supported local businesses, with 93% of our top 20 onsite
contractors local to the contracted project.
• Made $11.7 million in development contributions that go
toward improving infrastructure and towards long-term
growth of the community. The projects they go towards
could be anything from a water or wastewater initiative,
a library, or community centre.
• Through donations and sponsorships, we contributed
$96,000 to the communities we operate in or areas in need
in New Zealand, including:
- Donating building supplies to the value of $64,000 to
Te Aitanga a Mahaki iwi to help rebuild flood-damaged
properties in the Te Karaka, Gisborne community.
- In association with the tree planting initiative at Ayrburn,
Winton donated $8,600 to the Mana Tāhuna Charitable
Trust to help improve the wellbeing and health of families
and individuals in the Tāhuna Queenstown community.
• Winton, alongside Kāinga Ora, engaged with the Te
Kauwhata community around the design of a further
60 hectares of open space reserves at Lakeside. The
significant-sized area incorporates an iwi reserve and the
remaining three playgrounds, the largest of which has
been designed to mirror the Matariki star cluster and the
local iwi’s proposed planting area of kahikatea trees.
In FY23, the design was completed, and resource consent
was granted. Works will occur in FY24.
• Installed street signage at Lakeside Te Kauwhata that
reflects culturally significant historic places and people in
the Te Kauwhata community. This was the outcome of a
two-year collaboration with local iwi and Waikato District
Council to amend the existing pool of names that had little
cultural significance or historic meaning.
COMMITMENTS
1
CREATE SAFE,
VIBRANT, AND
RESILIENT
NEIGHBOURHOODS
3
ENABLE ENERGY-
EFFICIENT LIFESTYLES
AND MODERATE COST
OF LIVING EXPENSES
BY MASTERPLANNING
COMMUNITIES AND
BUILDING WARM,
DRY HOMES
4
PROVIDE ACCESS
TO GREEN SPACES,
SHARED SPACES AND
DEVELOP MIXED-USE
SPACES FOR OUTDOOR
ACTIVITY AND SOCIAL
CONNECTION
5
UNDERSTAND THE
CHARACTER OF
DEVELOPMENT SITES,
INCLUDING FORM,
PEOPLE, ACTIVITY
AND HISTORY, AND
APPROPRIATELY
ENGAGE WITH
ASSOCIATED
STAKEHOLDERS
2
FOSTER A PROACTIVE
CULTURE OF SAFETY
6
CULTIVATE AN
ENVIRONMENT WHERE
EMPLOYEES ARE
LOOKED AFTER AND
ENJOY COMING
TO WORK TO
CONTRIBUTE TO THE
COLLECTIVE SUCCESS
OF THE BUSINESS
8
SUPPORT LOCAL
BUSINESSES AND
RESOURCES WHERE
POSSIBLE
9
P O S IT I V E LY
CONTRIBUTE TO
THE PEOPLE AND
ORGANISATIONS
IN AND AROUND
THE COMMUNITIES
WE CREATE
10
PROTECT THE DIGITAL
SAFETY OF THOSE WE
INTERACT WITH
7
CRE ATE EDUCATION
AND WORK
EXPERIENCE
OPPORTUNITIES
WINTON LAND LIMITED ANNUAL REPORT 202327
• At the completed Longreach Cooks Beach Winton
community, we worked with local iwi, Thames Coromandel
District Council, and Heritage New Zealand to agree
on a heritage management plan for two large reserves
containing archaeological features. The archaeological
sites consist of Māori garden soils, shell midden,
and a toolmaking flaking floor. The Heritage Management
Plan sets out appropriate management principles and
actions to ensure the archaeological sites are cared for
so that their meaning and importance are conserved
for present and future generations. The plan identifies
appropriate landscaping, plantings, and access routes,
and enables the installation of interpretation of the
Māori cultural landscape. The planting to protect these
archaeological sites will be completed in FY24.
• Completed Health and Safety (H&S) audit and
made significant headway in creating a robust H&S
structure for the growing Winton organisation to keep
employees, contractors, and our wider communities
safe, including a Master H&S system and specific plans
for development and construction. Refer to the H&S
section that follows for more detail.
• Design accepted for Northbrook Wynyard Quarter
Homestar 6 rating under Homestar v4.1.
• Completed internal Winton cyber security audit, with
recommended improvements implemented over the year.
FY24 focus
• Implement cyber security and data privacy policy.
• Implement modern slavery policy.
• Create guidance for Winton’s sponsorship, donations,
and community engagements to focus on the
communities we operate in.
• Further community inclusion possibilities in the design
of Winton neighbourhoods.
• Determine appropriate H&S metrics to monitor
performance and implement for FY24.
Thriving people continued
NORTHLAKE
WANAKA
28
Health and Safety
Winton’s internal Health and Safety Committee (with Board
oversight) monitors and manages health and safety risks
within the organisation, including through its supplier
relationships. Winton adopts a systematic approach to
managing health and safety risks and has comprehensive
health and safety documentation in place.
Winton has continued developing its health and safety
systems and procedures to align with the business’s activities
and industry best practice. A master health and safety system
has been refined, and risk registers have been developed
for each business unit in recognition of the diverse nature
of Winton’s business activities. Following an external expert
consultant review, recommended refinements have been
incorporated into the management system. Training has
been arranged for all relevant persons in the business, from
Board Members to Development Managers and support staff,
to ensure a good level of understanding and skill level is
maintained in the health and safety space.
In the last year, Winton has developed a bespoke system
to manage contracted works in both the land development
and vertical build space; this has included providing formal
guidance through tendering conditions, and pre-qualification
guidelines to prospective contractors in the tendering and
procurement phase. Development Managers have also been
inducted into the system to ensure all Winton development
staff are managing works contracts to follow legislative
requirements and industry best practice. This system requires
strong communication and reporting across the design,
procurement, and contractor management phases of projects.
Technology has also played a part in advancing the health
and safety management of Winton’s businesses, with the
Landscape Maintenance Teams utilising an online app to
record, report, and communicate with office staff to ensure
that teams working remotely can quickly and effectively
convey any safety issues or concerns that occur.
Winton will continue fine-tuning its health and safety systems
with regular committee meetings and stakeholder engagement.
During FY23, no notifiable events to WorkSafe NZ have
occurred in respect of Winton’s employees, and all of
Winton’s contractors on each respective site are required to
fully report all notifiable incidents not only to WorkSafe NZ
but to Winton as part of their extensive contractual health
and safety obligations.
Thriving people continued
AYRBURN
ARROWTOWN
WINTON LAND LIMITED ANNUAL REPORT 202329
LAUNCH BAY
TOWNHOUSES
HOBSONVILLE POINT
30
Thriving people continued
A vibrant neighbourhood in the making
Lakeside is Winton’s 179-hectare
masterplanned neighbourhood along the
edge of Lake Waikare in Te Kauwhata.
It all got underway in 2017 when Winton submitted the plan
change, which was subsequently granted and earthworks
soon followed. The vision for Lakeside was to create a
community where affordable homes, social connection and
access to nature were at the heart of the design.
Early in the development, Winton helped secure funding
from Council’s Housing Infrastructure Fund for much-needed
upgrades to critical infrastructure for Lakeside and the broader
community, including water main and roading upgrades and
critical works to the Waste Water Treatment Plant. This was
important for the entire Te Kauwhata community and enabled
Winton to get on with development works faster.
Before Winton purchased the land for Lakeside, it was used
for dairy farming. Therefore, the site had very little ecological
value, including the neighbouring 3,442 hectare Lake Waikare.
Developing the land for a community meant there was no
longer stock and associated agricultural impacts from farming
the land. However, there was still much work to do to restore
and protect nature for the future.
Within the masterplan for Lakeside, there are over 60 hectares
of shared space throughout the neighbourhood. During FY23,
alongside Kāinga Ora, Winton consulted on the design of the
open space reserves, which incorporates the Iwi Reserve and
the remaining three playgrounds, the largest of which has been
designed to mirror the Matariki star cluster. Resource consent
was granted in FY23 and works will begin in FY24.
In researching the site’s character and engaging with local iwi,
we understood the history and areas of cultural significance,
which enabled us to incorporate recognition into the
masterplan and assist with other initiatives where possible.
In the 1800s Māori fled across Lake Waikare from the most
eastern point of the Lakeside land to escape the battles in the
area. The point where they left from is culturally significant and
is the location of the Iwi Reserve, which fronts Lake Waikare,
enabling local iwi access to and awareness of this site. Within
the reserve, local iwi would like to create a kahikatea forest,
a tree that densely populated the area but was cleared to
make way for farming. Winton is assisting with their funding
applications to help bring the idea to life.
Through collaboration with Ngā Muka and the Waikato
District Council, we were able to help revive traditional
and historical names related to the greater Lake Waikare
area in the street naming of the Lakeside development.
After a two-year process, Ngā Muka was able to include
names that had significant meaning to them, including
Te Whaiti and Whatahuhu, who were both ancestors that
acted in the interests of all hapuu descendants of the area,
Te Mamae considered a whanau matriarch who saved
and protected children and Karaka which was the original
name for Lake Kopuera. We understand incorporating
historic and regionally important Māori names has
meant a lot to local iwi and the community, reflecting
the deep relevance of reviving pre-contact names and
acknowledging older history.
To help restore nature at Lakeside, we have completed
two wetlands and a third is underway. We have planted
127,616 trees and plants at Lakeside so far, including a
significant amount around the wetlands – all of which help
create new ecosystems and improve the biodiversity and
ecological outcomes of the area. The 5 kms of walkways
and connections enable residents to make the most of the
shared spaces integrated with nature.
The development is well underway, with nearly 300 homes
completed and occupied and 150 land lots ready for
construction to start. Of the constructed homes, 70 were
offered under the Kiwibuild programme, targeting first-
home buyers.
We have just completed the Village Centre, which will
become a vibrant hub for the community to utilise for
their daily conveniences and contribute to a thriving
neighbourhood. We love to see residents making it their
own and just recently, the community held a Matariki event
at Lakeside.
We look forward to the construction of the 1,000-student
school commencing. Once complete, the current
Te Kauwhata school which is at capacity with 350 students,
will move to the site at Lakeside.
WINTON LAND LIMITED ANNUAL REPORT 202331
LAKESIDE
TE KAUWHATA
32
Sustainable future
FY23 Positive Impacts
• Grew the Winton full time team from 35 to 65 to support
the growth of the company.
• Delivered $64.6 million profit and $9.3 million distributed
to shareholders for the FY23 year.
• Completed the governance structure for Climate-
Related Disclosures.
FY24 Focus
• Meet financial targets and deliver shareholder returns.
• Innovations in product design that enable energy
efficiency and embodied carbon reduction at scale and
in a financially feasible way.
• Implications of changes to the building code and other
new legislation relating to adaption and mitigation of
climate change.
COMMITMENTS
1
CONTRIBUTE TO
ECONOMIC GROWTH,
GDP AND TAXES
4
CREATE WORKFORCE
OPPORTUNITIES
2
CREATE SHAREHOLDER
VALUE
3
INCORPORATE CLIMATE
CHANGE RISKS AND
OPPORTUNITIES INTO
THE BUSINESS MODEL
5
COMPLY WITH LOCAL
AND CENTRAL
GOVERNMENT LAWS
AND REGULATIONS
7
UTILISE PRODUCT
DESIGN AND LIFECYCLE
MANAGEMENT
FOR BETTER
SUSTAINABILITY
OUTCOMES
6
S U CC E S S F U L LY
NAVIGATE THE
EVER-CHANGING
AND COMPLEX LEGAL
& REGULATORY
ENVIRONMENT
The Sustainable Future pillars include the critical commercial and economic aspects to ensure
the longevity of the company. The three focus areas are economic prosperity, business model
resilience and social license to operate. Each of these is critical to the long-term sustainability
of Winton as a business.
To continue to do what we do long into the future and continue to have access to funding,
we must deliver shareholder value, minimise risk and maximise opportunities to ensure the
resiliency of our business model and successfully navigate the ever-changing and complex
legal & regulatory environment.
WINTON LAND LIMITED ANNUAL REPORT 202333
Sustainability data
SUSTAINABILITY
PILLARS
FY23
FY22
FY211
THRIVING PLANETScope 1 emissions (tCO2e)
Scope 2 emissions (tCO2e)
Scope 3 emissions – partial (tCO2e)
Total emissions from FY23 boundary (tCO2e)
Emissions intensity (Scope 1 and Scope 2 tCO2e/$m revenue)
Emissions intensity (Scope 1 and Scope 2 tCO2e/$m earnings)
Fine for environmental breaches ($m)
0
72.18
11.16
101.56
184.9
0.52
2.63
00
THRIVING PEOPLENumber of employees (FTE)
% of FTE Female
% of FTE Male
Turnover
Senior management gender diversity (% Female)
Senior management gender diversity (% Male)
Senior management gender diversity (% Diverse)
Total incidents reported to Work Safe
Workplace fatalities
Portion of top 20 onsite contractors local to project
65
43%
57%
19%
40%
60%
0%
0
0
93%
35
34%
66%
8%
40%
60%
0
0
89%
27
30%
70%
0
0
91%
SUSTAINABLE FUTURERevenue ($m)
Net profit after tax ($m)
Dividends to shareholders ($m)
211.4
64.6
9.3
159.5
31.7
177.0
46.1
1. Winton became a listed company during FY22, therefore, there is limited data for FY21.
34
Chris leads Winton’s strategy and operations.
A founding principal and CEO of Winton, Chris has over 30 years of
experience in real estate investment.
Prior to establishing Winton, Chris founded the Belle Property real
estate franchise in Australia, and grew this business to 20+ offices
across Australia and New Zealand, prior to its sale to private equity
interests in 2009.
Julian is responsible for leading and executing Winton’s retirement strategy.
Prior joining Winton, Julian spent the last 11 years at Summerset Group,
including seven years as CEO. Prior to 2010, Julian was an Associate
Director with Macquarie Group for over 12 years.
Julian is currently Chairman of SkyCity Entertainment Group and a director
of WEL Networks and Deakin Topco Pty Limited (trading as Levande).
David is the Founder and Managing Partner of Spring Street
Partners, a private US-based investment firm established in 1995,
and has over 40 years’ experience in corporate finance, funds
management and investment.
David’s career has included roles at Bear, Stearns & Co. Inc. and
Oppenheimer & Co. Inc. . In 1992, David formed West Broadway
Partners Inc., an investment partnership that ultimately managed
more than US$700m in investor capital.
Anna has over 15 years’ experience working in equity capital markets
and investment management.
Anna is currently an independent Director for ANZ New Zealand
Investments Limited and Channel Infrastructure NZ Limited. Anna was
previously a Future Director on the NZX Limited Board.
James has been appointed to the Board of Winton in his capacity as a
representative of TC Akarua 2 Pty Limited (as trustee of the TC Akarua
Sub Trust), being a substantial shareholder in Winton.
James is a Senior Managing Director in Macquarie Asset Management
and is Head of Real Estate, Asia-Pacific. He has over 16 years of
experience in real estate private equity and investment banking across
Asia-Pacific. James has been a director on a number of other real estate
companies and is currently also a director of the Japan and China
logistics developer and fund manager, Unified Industrial.
Board of Directors
Steven has over 25 years of successful leadership experience across
a unique mix of commercial and government roles, working in
governance and executive positions.
While in Government, Steven served as a senior economic minister,
holding the Finance, Economic Development, Science and Innovation,
Transport, ICT and Tertiary Education, Skills and Employment
Portfolios. Prior to entering politics, he was a successful radio
entrepreneur, starting RadioWorks NZ Ltd. Under his leadership,
it became New Zealand’s second largest radio company.
Steven is also a director of Joyce Advisory Limited, providing independent
advice to boards on finance, economics, and strategy execution.
Chris Meehan
Chair and Chief Executive Officer
Associate Diploma in Business (Property Valuation)
Appointed 19 June 2017
Julian Cook
Executive Director and Director of Retirement
BA, MAF, BSc, MSc
Appointed 13 September 2021
David Liptak
Non-executive Director
BA (Economics)
Appointed 7 July 2017
Anna Molloy
Independent Non-executive Director
BCom (Accounting & Finance), BE, CFA Charterholder
Appointed 24 September 2021
(Retiring 22 August 2023)
James Kemp
Non-executive Director
BCom, BFin (Hons), MFin
Appointed 21 February 2022
Steven Joyce
Independent Director
BSc
Appointed 22 June 2023
Leadership and Governance
WINTON LAND LIMITED ANNUAL REPORT 202335
Michaela is a founding principal of Winton, and has over 20 years
of corporate, property and treasury experience.
Michaela was a Senior Product Manager for the Danish brewery
Carlsberg, in Copenhagen, from 1995 and 2001. Michaela was also
a professional sailor for 13 years, competing at three Olympic
Games as a member of the Danish Sailing Team.
Glen has over 30 years’ experience, including in health and
justice-related fields.
He has held senior positions in Oranga Tamariki (formerly CYFS),
Corrections, Health Waikato, Hauora Waikato and Te Runanga o
Kirikiriroa and has extensive governance experience representing
Ngati Paoa, Hauraki and iwi Māori.
Jelte has been appointed as an alternate director for James Kemp.
Jelte is a Senior Managing Director in Macquarie Asset Management
and is Global head of Opportunistic Real Estate. Jelte has over
20 years of experience in real estate private equity and investment
banking. Jelte is currently also a director on a number of other real
estate companies around the world.
Simon Ash
Chief Operating Officer
Jean McMahon
Chief Financial Officer
Justine Hollows
GM Corporate Services
Senior Management Team
Chris Meehan
Chair and Chief Executive Officer
Michaela Meehan
Non-executive Director
MSc (Economics and Business Administration)
Appointed 19 June 2017
Glen Tupuhi
Independent Non-executive Director
Graduate Diploma in Health Management
Appointed 24 September 2021
James Kemp
Non-executive Director
BCom, BFin (Hons), MFin
Appointed 21 February 2022
Jelte Bakker
Non-executive Director (alternate)
Appointed 21 February 2022
Duncan Elley
GM Project Delivery
36
BEACHES
MATARANGI
WINTON LAND LIMITED ANNUAL REPORT 202337
Financial
Statements
FOR THE YEAR ENDED 30 JUNE 2023
38
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2023
ALL VALUES IN $000'SNOTE20232022
Revenue3 211,421 159,523
Cost of sales (102,689) (87,096)
Gross profit 108,732 72,427
Rent income 3,651 93
Other income 5,995 2,043
Fair value gain on investment properties 6,821 -
Selling expenses8.1 (8,234) (9,418)
Property expenses (1,337) (610)
Administrative expenses8.2 (18,777) (12,996)
Share-based payment expense8.12 (1,278) (592)
Offer costs1.7 - (5,981)
Earnings before interest, taxation and depreciation (EBITDA) 95,573 44,966
Amortisation (519) -
Depreciation (845) (718)
Earnings before interest and taxation (EBIT) 94,209 44,248
Interest income 2,631 2,190
Interest expense and bank fees (1,633) (1,820)
Profit before income tax 95,207 44,618
Income tax expense
Current taxation8.3 (24,526) (4,455)
Deferred taxation8.3 (6,043) (8,506)
Total income tax expense (30,569) (12,961)
Profit after income tax 64,638 31,657
Items that may be reclassified to profit or loss:
Movement in currency translation reserve (539) 314
Total comprehensive income after income tax attributable
to the shareholders of the Company
64,099
31,971
Basic earnings per share (cents)7.1 21.79 12.44
Diluted earnings per share (cents)7. 2 21.02 12.15
The accompanying notes form part of these financial statements.
WINTON LAND LIMITED ANNUAL REPORT 202339
Consolidated Statement of Changes in Equity
For the year ended 30 June 2023
ALL VALUES IN $000'S NOTE
SHARE
CAPITAL
RETAINED
EARNINGS
SHARE-
BASED
PAYMENTS
RESERVE
FOREIGN
CURRENCY
TRANSLATION
RESERVE
TOTAL
EQUITY
Balance as at 1 July 2021 49,100 34,691 -4 83,795
Total comprehensive income for the year - 31,657 - 314 31,971
Proceeds from primary issuance8.4 350,000 - - - 350,000
Offer costs capitalised to equity
(15,433) - - - (15,433)
Employee share bonus8.4 2,928 - - - 2,928
Share-based payment expense8.12
- - 829 - 829
Balance as at 30 June 2022 386,595 66,348 829 318 454,090
Total comprehensive income for the year
- 64,638 - (539) 64,099
Dividends to shareholders8.4 - (9,284)- - (9,284)
Share-based payment expense8.12
- - 1,509 - 1,509
Balance as at 30 June 2023 386,595 121,702 2,338 (221) 510,414
The accompanying notes form part of these financial statements.
40
ALL VALUES IN $000'SNOTE20232022
CURRENT ASSETS
Cash and cash equivalents8.9 76,310 204,824
Restricted cash - 810
Accounts receivable, prepayments and other receivables8.5 6,873 4,924
Inventories4 91,128 95,615
Total current assets 174,311 306,173
NON-CURRENT ASSETS
Inventories4 165,567 86,254
Deposits paid on investment property acquisitions - 7,198
Investment properties5 207,517 80,498
Property, plant and equipment6 40,459 16,064
Right-of-use asset 281 562
Intangible assets8.6 2,479 123
Total non-current assets 416,303 190,699
Total assets 590,614 496,872
CURRENT LIABILITIES
Accounts payable, accruals and other payables8.7 30,140 24,573
Current lease liabilities8.8 1,281 299
Taxation payable 23,395 7,986
Total current liabilities 54,816 32,858
NON-CURRENT LIABILITIES
Non-current lease liabilities8.8 9,740 323
Deferred tax liabilities8.3 15,644 9,601
Total non-current liabilities 25,384 9,924
Total liabilities 80,200 42,782
Net assets 510,414 454,090
EQUITY
Share capital8.4 386,595 386,595
Foreign currency translation reserve (221) 318
Share-based payment reserve 2,338 829
Retained earnings 121,702 66,348
Total equity 510,414 454,090
These Group financial statements are signed on behalf of Winton Land Limited and were authorised for issue on 22 August 2023.
The accompanying notes form part of these financial statements.
Consolidated Statement of Financial Position
As at 30 June 2023
Chris Meehan
Chairman
Anna Molloy
Chair, Audit and Financial Risk Committee
WINTON LAND LIMITED ANNUAL REPORT 202341
ALL VALUES IN $000'SNOTE20232022
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 221,497 157,872
Interest received 2,631 2,190
Net GST received / (paid) 6,931 (63)
Payments to suppliers and employees (165,748) (132,143)
Purchase of development land (20,179) (4,000)
Deposits paid on contracts for land (23,600) (13,477)
Interest and other finance costs paid (562) (7,451)
Income tax paid (9,117) (11,548)
Net cash flows from operating activities 11,853 (8,620)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment 1,435 -
Intangible assets acquired (2,875) -
Acquisition of land for investment properties5 (63,965) (36,418)
Deposits paid on contracts of land for investment properties - (7,198)
Payments to suppliers and employees for investment properties (37,306) (15,129)
Acquisition of property, plant and equipment (26,203) (7,156)
Net cash flows from investing activities (128,914) (65,901)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from primary issuance8.4 - 350,000
Payment of offer costs - (18,486)
Release of restricted cash - 43,109
Payment of dividends8.4 (9,284) -
Payment of principal portion of lease liabilities (2,169) (306)
Repayment of MMLIC facility - (130,000)
Repayment of related party loans receivables - 2
Net cash flows from financing activities (11,453) 244,319
Net increase in cash and cash equivalents (128,514) 169,798
Cash and cash equivalents at beginning of year 204,824 35,026
Cash and cash equivalents at end of year 76,310 204,824
The accompanying notes form part of these financial statements.
Consolidated Statement of Cash Flows
For the year ended 30 June 2023
42
ALL VALUES IN $000'S20232022
RECONCILIATION OF PROFIT AFTER INCOME TAX TO CASH FLOWS
FROM OPERATING ACTIVITIES
Profit after income tax 64,638 31,657
Adjusted for non cash items:
Amortisation 519 -
Depreciation 564 437
Depreciation of right of use asset 281 281
Deferred taxation 6,043 8,506
Fair value gain on investment properties (6,821) -
Lease liability interest expense 1,071 72
Share-based payment expense 1,278 592
Income tax 15,409 (7,093)
Adjustments for movements in working capital
(Increase) / decrease in accounts receivable, prepayments and other assets (1,949) 291
Increase in inventories (net of transfers) (74,826) (53,110)
Increase in accounts payable, accruals and other liabilities 4,836 8,502
Decrease in accrued borrowing costs - 1,268
Decrease in restricted cash 810 1,592
Decrease in long term deposits - (371)
Decrease in contract liability - (7,225)
Offer costs not included in operating cashflow - 5,981
Net cash flows from operating activities 11,853 (8,620)
The accompanying notes form part of these financial statements.
Consolidated Statement of Cash Flows (continued)
For the year ended 30 June 2023
WINTON LAND LIMITED ANNUAL REPORT 202343
1. General Information
This section sets out the basis upon which the Group’s Financial Statements are prepared. Specific accounting
policies are described in the note to which they relate.
1.1. Reporting entity
These audited consolidated financial statements (the financial statements) are for Winton Land Limited and its
subsidiaries (together, the Group). The Company is a limited liability company incorporated in New Zealand and is
registered under the New Zealand Companies Act 1993. The Company is a FMC reporting entity under Part 7 of the
Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013 and these financial statements have been
prepared in accordance with the requirements of these Acts. The Company is listed on the NZX Main Board (NZX:
WIN) and the ASX Main Board (ASX: WTN).
The Group’s principal activity is the development and sale of residential land properties. The Group also develops
retirement villages and commercial properties however these are start-up operations.
1.2. Basis of preparation
The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting
Practice (NZ GAAP). They comply with the New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for Tier 1 for-profit entities.
The financial statements also comply with International Financial Reporting Standards (IFRS).
The financial statements have been prepared on the historical cost basis except where otherwise identified.
All financial information is presented in New Zealand dollars and has been rounded to the nearest thousand.
1.3. Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
1.4. Basis of consolidation
The consolidated financial statements comprise the Company and the entities it controls. All intercompany
transactions are eliminated on consolidation.
1.5. Critical judgements, estimates and assumptions
In applying the Group’s accounting policies, the Board and Management continually evaluates judgements,
estimates and assumptions that may have an impact on the Group. The critical judgements, estimates and
assumptions made in the preparation of these financial statements are as follows:
4. Inventories – page 47
5. Investment properties – page 48
8.6 Intangible assets – page 55
1.6. Accounting policies
No changes to accounting policies have been made during the year and policies have been consistently applied to
all years presented.
Significant accounting policies have been included throughout the notes to the financial statements. Other relevant
policies are provided as follows:
Goods and services tax
These financial statements have been prepared on a goods and services tax (GST) exclusive basis except for the
accounts receivable balance, accounts payable balance and other items where GST incurred is not recoverable.
These balances are stated inclusive of GST.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
44
1. General Information (Continued)
Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the Group.
The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets
acquired. Any goodwill that arises is tested at each reporting period for impairment. Transaction costs are expensed
as incurred.
Interests in equity-accounted investees
The Group’s interest in equity-accounted investees comprises of an interest in a joint venture. The joint venture is an
arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement,
rather than rights to its assets and obligations for its liabilities. Interest in the joint venture is accounted for using the
equity method. It is initially recognised at cost, which includes transaction costs. Subsequent to initial recognition,
the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income
of equity accounted investees, until the date on which joint control ceases.
New accounting standards and interpretations issued but not yet effective
There are no new and amended accounting standards that are not yet effective and that are expected to have
a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.
1.7. Significant events and transactions
The financial position and performance of the Group was affected by the following events and transactions that
occurred during the reporting period:
Inventories and investment properties acquisitions
On 1 July 2021, the Group contracted to purchase land at Wynyard Quarter, Auckland for $70,000,000. An initial
deposit of $7,000,000 was paid on 7 July 2021 and the balance of $63,000,000 was paid on 5 July 2022. A portion
of the land will be developed into apartments and sold, $23,453,000 (2022: $2,337,000) of the purchase price is
included in inventories. The remaining portion of the land will be developed into a retirement village, $46,547,000
(2022: nil) of the purchase price is included in investment properties. The apportionment is based on the resource
consent granted 14 March 2023.
On 8 April 2022, the Group contracted to purchase land and other assets at Wynyard Quarter, Auckland for
$23,750,000. An initial deposit of $2,375,000 was paid on 21 June 2022 and the balance of $21,375,000 was paid
on 21 July 2022. Of the purchase price, $20,702,000 is included in investment properties, $2,875,000 is included in
intangible assets and $173,000 is included in property, plant and equipment as at 30 June 2023.
On 25 July 2022, the Group contracted to purchase land in Auckland for $18,000,000. An initial deposit of
$3,600,000 was paid on 4 August 2022 and is included in inventories as at 30 June 2023.
On 9 September 2021, the Group contracted to purchase land at Avon Loop, Christchurch for $32,000,000. The Group
settled the acquisition on 1 March 2022 and it is included in investment properties.
On 3 May 2022, the Group contracted to purchase land at Parnell, Auckland for $4,000,000. The Group settled the
acquisition on 26 May 2022 and it is included in inventories.
Business combination
On 21 July 2022, Cracker Bay Operating Limited (a 100% subsidiary company) acquired assets in a business combination.
The fair value of the identifiable net assets was $3,048,000 and no goodwill or bargain purchase price adjustment
arose from this transaction.
Joint venture
On 21 September 2022, WMC Development Fund LP (a 100% subsidiary company of the Company) entered into
a new partnership with MCNZ Finance Trustee Limited as trustee of MDI NZ Partnership No.1. The partnership is
a $200m equity investment vehicle that will focus on the acquisition and construction of townhouses and apartment
developments throughout New Zealand. WMC Development Fund LP has a 25% interest in this partnership.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
WINTON LAND LIMITED ANNUAL REPORT 202345
1. General Information (Continued)
Initial Public Offering (IPO)
On 17 December 2021, the Group issued 90,043,735 shares at $3.8870 per share (total value $350,000,000)
in an IPO. Offer costs associated with the IPO totalled $21,414,000. $5,981,000 of costs were recognised in the
Consolidated Statement of Comprehensive Income. The remaining $15,433,000 of costs were capitalised against
equity as these costs relate to the issue and listing of new capital. Included in these costs, $2,928,000 was settled
by way of issuance of new shares (753,278 shares) to employees.
Borrowings
On 15 June 2022, Lakeside Developments 2017 Limited (a 100% subsidiary company of the Company) repaid its
debt facility with Massachusetts Mutual Life Insurance Company (MMLIC) of $130,000,000.
2. Segment Reporting
(i) Basis for segmentation
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker has been identified as the Board of Directors. The Group has
established the following reportable segments that are managed separately because of different operating strategies.
The following describes the operation of each of the reportable segments.
Reportable segmentOperations
Residential developmentDesign, develop, market and sell residential properties to external customers. These include land
lots, dwellings, townhouses and apartments with the operations in New Zealand and Australia.
Retirement villagesDevelop and operate retirement villages in New Zealand.
Commercial portfolioDevelop and manage a commercial portfolio to produce rental income and capital appreciation
in New Zealand.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
46
2. Segment Reporting (Continued)
(ii) Information about reportable segments
During the year ended 30 June, the residential development segment was the only segment contributing to revenue.
Both the retirement villages and commercial portfolio are start-up operations.
The following is an analysis of the Group’s segments:
ALL VALUES IN $000'S20232022
Gross profit
Residential development 108,732 72,427
Group 108,732 72,427
Earnings before interest, taxation, depreciation and amortisation (EBITDA)
Residential development 91,927 44,966
Retirement villages 2,630 -
Commercial portfolio 1,324 -
Unallocated (308) -
Group 95,373 44,966
Earnings before interest and taxation (EBIT)
Residential development 91,147 44,248
Retirement villages 2,612 -
Commercial portfolio 758 -
Unallocated (308) -
Group 94,209 44,248
2023
ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL
Segment assets and liabilities
Inventories 256,695 - - - 256,695
Investment Properties - 161,451 46,066 - 207,517
Property, plant and equipment - - 31,635 8,824 40,459
Other assets 5,590 300 3,072 76,981 85,943
Total assets 262,285 161,751 80,773 85,805 590,614
Total liabilities 61,156 4,036 14,190 818 80,200
Net assets 201,129 157,715 66,583 84,987 510,414
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
WINTON LAND LIMITED ANNUAL REPORT 202347
2. Segment Reporting (Continued)
(ii) Information about reportable segments (Continued)
2022
ALL VALUES IN $000'SRESIDENTIALRETIREMENTCOMMERCIALUNALLOCATEDTOTAL
Segment assets and liabilities
Inventories 181,869 - - - 181,869
Investment Properties - 76,415 4,083 - 80,498
Property, plant and equipment - - 12,603 3,461 16,064
Deposits paid on investment property
acquisitions
- 4,823 2,375 - 7,198
Other assets 5,734 - - 205,509 211,243
Total assets 187,603 81,238 19,061 208,970 496,872
Total liabilities 39,174 985 1,422 1,201 42,782
Net assets 148,429 80,253 17,639 207,769 454,090
The residential segment can be further analysed geographically as one project is located in Australia whilst the
remainder are in New Zealand. The Australian project contributed Gross Profit of $16,977,000 (2022: $3,530,000) and
EBITDA and EBIT of $15,652,000 (2022: $3,003,000).
3. Revenue
ALL VALUES IN $000'S20232022
Revenue from contracts with customers 211,421 159,523
Total revenue 211,421 159,523
Revenue represents amounts derived from land and property sales. Land and property sales are recognised when
the customer obtains control of the property and is able to direct and obtain the benefits from the property. The
customer gains control of the property when the Group receives full and final consideration for the property and the
Group transfers over the record of title.
4. Inventories
ALL VALUES IN $000'S20232022
Expected to settle within one year 91,128 95,615
Expected to settle greater than one year 165,567 86,254
Total inventories 256,695 181,869
The Group reclassified land and development costs initially categorised as inventories to investment properties of
$nil (2022: $28,714,000). These inventories include land suitable for retirement villages and commercial property
which will be developed and held by the Group to earn deferred management fees and rental income.
The Group has reclassified land and development costs initially categorised as inventories to property, plant and
equipment of $nil (2022: $6,419,000). These inventories include land suitable for a retail precinct which will be
developed and operated by the Group.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
48
4. Inventories (Continued)
Recognition and measurement
Inventories are carried at the lower of cost and net realisable value. Cost includes the cost of acquisition, development,
and holding costs such as interest. All holding costs are expensed through profit or loss in the year incurred, with the
exception of interest holding costs which are capitalised during the period when active development is taking place.
During the year ended 30 June 2023, no interest has been capitalised to inventories (2022: $6,962,000). Interest and
other holding costs incurred after completion of development are expensed as incurred. Inventories include deposits
paid on contracts for development land of $43,740,000 (2022: $22,477,000).
The carrying amounts of inventories are reviewed at each balance date to ensure its carrying amount is recorded at
the lower of its cost and net realisable value. The net realisable value of inventories is the estimated selling price in
the ordinary course of business less the estimated costs of completion and costs necessary to make the sale. The
determination of net realisable value of inventories involves estimates taking into consideration prevailing market
conditions, current prices and expected date of commencement and completion of the projects, the estimated future
selling price, cost to complete projects and selling costs. The amount of any write-down of inventories is recognised as
an expense in the Consolidated Statement of Comprehensive Income to the extent that the carrying value of inventories
exceeds its estimated net realisable value.
Key estimates and assumptions
The net realisable values of inventories have been assessed by management who have prepared internal valuations.
The total value is in excess of the carrying value, therefore there is no indication of net realisable value write downs.
The basis of the valuation is the hypothetical subdivision approach and/or block land sales comparisons to derive the
residual block land values. The major unobservable inputs that are used in the valuation model that require judgement
include the individual section prices, allowances for profit and risk, projected completion and sell down periods and
interest rates during the holding period. The estimated net realisable value would increase or (decrease) if: the individual
section prices were higher/(lower); the allowances for profit were higher/(lower); the allowances for risk were lower/
(higher); the projected completion and sell down periods were shorter/(longer); and the interest rate during the holding
period was lower/(higher).
5. Investment properties
ALL VALUES IN $000'SNOTE20232022
Opening balance 80,498 -
Acquisitions 71,163 36,418
Right-of-use asset acquired 11,497 -
Transfers from inventories4 - 28,714
Unrealised fair value gain 6,821 -
Capital expenditure 37,538 15,366
Total investment properties 207,517 80,498
Less: lease liability (10,698) -
Total investment properties excluding NZ IFRS 16 lease adjustments 196,819 80,498
ALL VALUES IN $000'S20232022
Retirement village land measured at fair value 106,029 -
Commercial properties measured at fair value 31,084 -
Investment properties under development 59,706 80,498
Total investment properties excluding NZ IFRS 16 lease adjustments 196,819 80,498
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
WINTON LAND LIMITED ANNUAL REPORT 202349
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
5. Investment properties (Continued)
Recognition and measurement
Investment properties are held to earn current and future rental income (including deferred management fees) but not:
for sale in the ordinary course of business, use in the production or supply of goods and services, or for administrative
purposes. Investment properties consist of land under development for retirement villages and commercial property.
Initial recognition of investment properties is at cost and it is subsequently measured at fair value. Gains or losses arising
from changes in the fair values of investment properties are included in profit or loss in the year in which they arise. The
cost of investment properties includes directly attributable construction costs and other costs necessary to bring the
investment properties to working condition for their intended use. These other costs include professional fees, consents
and head office costs directly related to the construction of the investment properties. Where costs are apportioned
across more than one asset, the apportionment methodology is determined by considering the nature of the cost. Land
acquired with the intention of constructing an investment property is classified as investment property from the date of
acquisition. During the year ended 30 June 2023, $232,000 of share-based payment expense has been capitalised to
investment properties (2022: $237,000). Investment properties under development include development land held at
cost. This reflects the early stage of development and consenting meaning fair value cannot be reliably determined.
Key estimates and assumptions
The Board determined that independent valuations of the investment property portfolio where the fair value can be
reliably measured should be undertaken at 30 June 2023 in order to ensure that investment properties are held at fair
value. The Board determined that full valuations were appropriate for Northbrook Wanaka land, Northbrook Wynyard
land, Northbrook Avon Loop land, Lakeside Commercial and Cracker Bay and these were performed by Extensor
Advisory Limited and Bayleys. As part of the valuation process, the Group’s management verifies all major inputs to
the independent valuation reports, assesses movements in individual property values and holds discussions with the
independent valuer.
The fair value was determined using Level 3 valuation techniques via a combination of the following approaches:
• Sales comparison: the key assumptions being land value per square metre.
• Direct capitalisation: the property rental is divided by a market derived capitalisation rate to assess the market value
of the asset. Further adjustments are then made to the market value to reflect under or over renting, additional
revenue and required capital expenditure.
2023
MEASUREMENT SENSITIVITY
RANGE OF SIGNIFICANT
UNOBSERVABLE INPUTS
INCREASE
IN INPUT
DECREASE
IN INPUT
Land value ($ per square metre)1 350 14,186 IncreaseDecrease
Market capitalisation rate (%)26.00%8.00%DecreaseIncrease
Market rental ($ per square metre)3 175 513 IncreaseDecrease
1. The valuers assessment of land value which a property is expected to achieve under a new arm’s length sale transaction
reflecting transactional evidence from similar properties.
2. The capitalisation rate applied to the market rental to assess a property’s value, determined through analysis of similar
transactions taking into account location, weighted average lease term, tenant covenant, size and quality of the property.
3. The valuers assessment of the net market income which a property is expected to achieve under a new arm’s length
leasing transaction. Includes both leased and vacant areas.
50
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
5. Investment properties (Continued)
Key estimates and assumptions (Continued)
The estimated sensitivity of the fair value of investment property to changes in the land value (under the sales
comparison approach), the market rent under the direct capitalisation valuation approach) and the market capitalisation
rate (under the direct capitalisation valuation approach) is set out in the table below:
2023
ALL VALUES IN $000'SLAND VALUE
Retirement village land measured at fair value
Fair Value
- $100
per sqm
+ $100
per sqm
Valuation 106,029
Change (6,183) 6,180
Change (%)-5.83%5.83%
2023
ALL VALUES IN $000'SMARKET RENTMARKET CAPITALISATION RATE
Commercial properties measured at fair value
Fair Value
- $50
per sqm
+ $50
per sqm
+ 0.25%
- 0.25%
Valuation 31,084
Change (2,819) 3,382 (1,101) 1,147
Change (%)-9.07%10.88%-3.54%3.69%
6. Property, plant and equipment
ALL VALUES IN $000'S20232022
Opening balance 16,064 2,926
Additions 26,030 7,156
Acquisition through business combination 173 -
Transfers from inventories - 6,419
Depreciation (564) (437)
Disposals (1,244) -
As at 30 June 40,459 16,064
As at 30 June 2023, property, plant and equipment includes work in progress of $31,635,000 (2022: $12,603,000).
Recognition and Measurement
Property, plant and equipment are stated at cost less accumulated depreciation, with the exception of land, which is not
depreciated. Depreciation is charged to the profit or loss on a diminishing value basis over the estimated useful lives of
each asset class as follows:
• Buildings 2%
• Motor Vehicles 10% - 50%
• Furniture, fixtures and fittings 8% - 67%
• Computers 13% - 67%
WINTON LAND LIMITED ANNUAL REPORT 202351
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
7. Investor returns and investment metrics
This section summarises the earnings per share which is a common investment metric.
7.1. Basic earnings per share
20232022
Profit after income tax ($000s) 64,638 31,657
Weighted average number of ordinary shares (shares) 296,613,736 254,573,475
Basic earnings per share (cents) 21.79 12.44
7.2. Diluted earnings per share
The calculation of diluted earnings per share has been based on the profit attributable to ordinary shareholders and
weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential
ordinary shares. As at 30 June 2023, the weighted average number of shares for the purpose of diluted earnings per
share has been adjusted for 10,833,497 share options (30 June 2022: 10,936,400) issued under the Group’s Share
Option Plan. This adjustment has been calculated using the treasury share method.
20232022
Weighted average number of ordinary shares (shares) for basic earnings per share 296,613,736 254,573,475
Effect of share options dilution 10,874,799 5,872,697
Weighted average number of ordinary shares (shares) for diluted earnings per share 307,488,535 260,446,172
20232022
Profit after income tax ($000s) 64,638 31,657
Weighted average number of ordinary shares (shares) 307,488,535 260,446,172
Diluted earnings per share (cents) 21.02 12.15
8. Other
8.1. Selling expenses
Selling expenses include all costs related to the sale of inventory, primarily sales commissions, marketing and legal expenses.
8.2. Administrative expenses
ALL VALUES IN $000'S20232022
Auditors remuneration:
Audit and review of the financial statements (210) (250)
Tax compliance and advisory fees - (186)
Directors' fees (433) (309)
Employee benefits expense (9,900) (7,117)
Legal expense (3,151) (2,741)
Operating lease and rental payments (214) (132)
Other expenses (4,869) (2,261)
Total administrative expenses (18,777) (12,996)
52
8. Other (Continued)
8.2. Administrative expenses (Continued)
Ernst & Young (EY) were appointed as auditor of the Company on 26 October 2022 replacing KPMG. The 2023
auditor’s remuneration includes fees for both the annual audit of the financial statements and the review of the
interim financial statements as well as the audit of two subsidiary companies.
During the financial year 2022, the Company’s former auditor KPMG also received remuneration in relation to
their role as Investigating Accountant for the IPO and tax advisers. These fees were $699,000 and are included
within offer costs capitalised to equity. They also received remuneration in relation to property due diligence tax
advice. These fees for 2022 were $14,000 and are included within investment properties and accounts receivable,
prepayments and other receivables.
8.3. Taxation
(i) Reconciliation of accounting profit before income tax to income tax expense
ALL VALUES IN $000'S20232022
Profit before income tax 95,207 44,618
Prima facie income tax calculated at 28% (26,658) (12,493)
Adjusted for:
Prior period adjustment 9 4,095
Non-tax deductible revenue and expenses (2,812) (426)
Movement in temporary differences 5,245 4,332
Tax losses utilised - 79
Difference in tax rates (310) (42)
Current taxation expense (24,526) (4,455)
Prior period adjustment - (4,095)
Fair value gain on investment properties (4,756) -
Intangible asset (660) -
Capitalised interest 434 (1,368)
Inventories (1,177) (3,816)
Other 116 773
Deferred taxation expense (6,043) (8,506)
Total taxation reported in Consolidated Statement of Comprehensive Income (30,569) (12,961)
During 2022, the prior period adjustment of $4,095,000 related to an IRD binding ruling issued in February 2022 with
regards to the tax deduction permitted on inventory. This amount is required to be deducted for tax purposes over
a 4 year period and not in a single period as done in the prior year. This has been treated as a change in accounting
estimate and is reflected in the deferred tax balance for inventory.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
WINTON LAND LIMITED ANNUAL REPORT 202353
8. Other (Continued)
8.3. Taxation (Continued)
(ii) Deferred taxation
ALL VALUES IN $000'S
2021
AS AT
2022
RECOGNISED
IN PROFIT
2022
AS AT
2023
RECOGNISED
IN PROFIT
2023
AS AT
Deferred tax assets
Employee benefits 90 62 152 136 288
Accounts payable, accruals and other payables 207 643 850 (305) 545
Lease liability 221 (47) 174 2,912 3,086
Share-based payment reserve - 232 232 358 590
Losses available for offsetting against future taxable income 79 (79) - - -
Gross deferred tax assets 597 811 1,408 3,101 4,509
Deferred tax liabilities
Accounts receivable, prepayments and other receivables 3 90 93 (201) (108)
Right-of-use asset 206 (49) 157 3,141 3,298
Inventories 1,483 9,276 10,759 704 11,463
Intangible asset - - - 660 660
Investment properties - - - 4,840 4,840
Gross deferred tax liabilities 1,692 9,317 11,009 9,144 20,153
Net deferred tax liability (1,095) (8,506) (9,601) (6,043) (15,644)
Recognition and measurement
Tax is accounted for on a consolidated Group basis and the Group is required to pay tax to the Inland Revenue as
required by the Income Tax Act 2007. Income tax expense comprises current and deferred tax. Current tax is recognised
in the profit or loss for the year. Deferred tax relating to items recognised outside profit or loss is recognised outside
profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive
income or directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided
for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets,
and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different entities, but
they intend to settle current tax assets and liabilities on a net basis. A deferred tax asset is recognised to the extent that
it is probable that future taxable profits will be available against which temporary differences can be utilised.
Additional income tax arising from distribution of dividends is recognised at the same time as the liability to pay the
dividend is recognised.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
54
8. Other (Continued)
8.3. Taxation (Continued)
(iii) Imputation account
The amounts below represent the balance of the imputation credit account as at the end of the reporting period,
adjusted for imputation credits that will arise from the payment of taxation represented in the Consolidated Statement
of Financial Position.
ALL VALUES IN $000’S20232022
Opening balance 18,967 15,184
Taxation paid / payable 19,616 3,783
Imputation credits attached to dividends paid (3,394) -
Closing balance available to shareholders for use in subsequent periods 35,189 18,967
8.4. Equity
(i) Capital
2023
SHARES
‘000S
2023
$000’S
2022
SHARES
‘000S
2022
$000’S
Shares issued 1 January 296,614 386,595 205,817 49,100
Primary issuance - - 90,044 350,000
Offer costs - - - (15,433)
Issue of share capital to employees - - 753 2,928
Total shares issued and outstanding 296,614 386,595 296,614 386,595
All shares on issue are fully paid, carry equal voting rights, share equally in dividends and any surplus on wind up and
have no par value. All shares are recognised at the fair value of the consideration received by the Company.
(ii) Dividends
The following dividends were declared and paid by the Company during the year 30 June:
ALL VALUES IN $000'S20232022
1.07 cents per qualifying ordinary share24-Aug-22 3,174 -
2.06 cents per qualifying ordinary share22-Feb-23 6,110 -
Total dividends 9,284 -
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
WINTON LAND LIMITED ANNUAL REPORT 202355
8. Other (Continued)
8.5. Accounts receivable, prepayments and other receivables
ALL VALUES IN $000'S20232022
Accounts receivable 110 14
Prepayments and other receivables 6,763 4,910
Total accounts receivable, prepayments and other receivables
6,873 4,924
Recognition and measurement
Accounts receivable are recognised at fair value and subsequently measured at amortised cost using the effective
interest rate method. Receivables are assessed on an ongoing basis for impairment. The Group recognises a provision for
impairment on receivables based on the lifetime expected credit loss at balance date. Those which are anticipated to be
uncollectable are written off. The Group applies the simplified approach to providing for expected credit losses prescribed
by NZ IFRS 9 ‘Financial Instruments’, which permits the use of lifetime expected loss provision for all trade receivables.
8.6. Intangible assets
ALL VALUES IN $000'S20232022
Opening balance 123 123
Acquisition through business combination 2,875 -
Amortisation (519) -
Total intangible assets 2,479 123
Recognition and measurement
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in
a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are
carried at cost less any accumulated amortisation and accumulated impairment losses. Intangible assets with finite lives are
amortised using the straight line method over the useful economic life and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. Intangible assets consist of customer contracts of $2,356,000 as at 30
June (2022: nil). The useful lives as at 30 June 2023 for the customer contracts acquired was between two and five years
with no residual value.
Key estimates and assumptions
Assessing the carrying value of intangible assets requires management to estimate future cash flows to be generated
by the customer contracts. The key assumptions used in the future cashflows include the expected life of the customer
contract, expenses in relation to the contract, the average life of the contract and the appropriate discount rate to apply.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
56
8. Other (Continued)
8.7. Accounts payable, accruals and other payables
ALL VALUES IN $000'S20232022
Accounts payable 14,693 16,162
Accruals and other payables in respect of inventories 4,517 4,084
Accruals and other payables
10,930 4,327
Total accounts payable, accruals and other payables 30,140 24,573
Recognition and measurement
Expenses are recognised on an accruals basis and, if not paid at the end of the reporting period, are reflected as a payable
in the Consolidated Statement of Financial Position.
8.8. Lease liabilities
ALL VALUES IN $000'S20232022
Opening balance 622 790
Additions 11,497 -
Fair value adjustment - 76
Lease liability interest expense 1,071 63
Rent paid (2,169) (307)
Total lease liabilities 11,021 622
Lease liabilities relate to the ground lease and water space licence at Cracker Bay and the head office lease at Viaduct
Harbour in Auckland.
Recognition and measurement
Right of use assets are measured at cost comprising the amount of the initial lease liability, any payments made before the
commencement of the lease, direct costs and any restoration costs. Right of use assets are disclosed within the same line
item as that within which the corresponding underlying assets would be presented if they were owned. Some right of use
assets meet the definition of investment properties. Refer note 5 for policies and disclosure on investment properties.
Lease liabilities are measured at the net present value of the lease payments. These payments include fixed lease payments,
amount expected to be payable under residual value guarantees, variable lease payments that are based on an index or rate,
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of penalties
for terminating the lease, if the lease term reflects the lessee exercising that option.
These lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the
lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary
to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Subsequent to initial measurement, each lease payment is allocated between the principal and finance cost. The finance cost
is charged to the Statement of Comprehensive Income over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
WINTON LAND LIMITED ANNUAL REPORT 202357
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
8. Other (Continued)
8.9. Financial instruments
The following financial assets and liabilities, that potentially subject the Group to financial risk, have been recognised
at amortised cost in the financial statements:
ALL VALUES IN $000'S20232022
Financial assets
Cash and cash equivalents
1
76,310 204,824
Restricted cash
2
- 810
Accounts receivable and other receivables 6,545 4,604
Deposits paid on Investment property acquisitions - 7,198
Total financial assets 82,855 217,436
Financial liabilities
Accounts payable, accruals and other payables 26,850 20,920
Lease liability 11,021 622
Total financial liabilities 37,871 21,542
1. Comprises solely of cash at bank.
2. Restricted cash comprises cash held on deposit with Bank of New Zealand.
The carrying amount of financial assets and liabilities presented above are reasonable approximations of their fair value.
8.10. Financial risk management
The Group’s activities expose it to a variety of financial risks: interest rate risk, credit risk, and liquidity risk.
The Group’s overall financial risk management strategy focuses on minimising the potential negative economic
impact of unpredictable events on its financial performance.
(a) Interest rate risk
The Group’s exposure to the risk of changes in interest rates relates primarily to the Group’s cash and cash equivalents
with a floating interest rate.
The Group has no borrowings as at 30 June.
(b) Credit risk
Credit risk represents the risk that the counterparty to a financial instrument will fail to discharge its obligations and
the Group will suffer financial loss as a result. Financial instruments which potentially subject the Group to credit risk
consist of cash at bank, accounts receivable and other receivables.
With respect to the credit risk arising from cash and cash equivalents and restricted cash, there is limited credit risk
as cash is deposited with Bank of New Zealand Limited, a registered bank in New Zealand with a credit rating of AA–
(Standard & Poor’s). The Group considers both historical analysis and forward looking information in determining any
expected credit loss, and infers from this strong credit rating that no loss allowance is deemed necessary.
With respect to the credit risk arising from accounts receivable, the Group only enters into arrangements over its
inventories with parties whom the Group assesses to be creditworthy. Credit risk does not arise on property sale
proceeds to be settled as title will not transfer until settlement.
The carrying amount of financial assets as per note 8.9 approximates the Group’s maximum exposure to credit risk.
58
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
8. Other (Continued)
8.10. Financial risk management (Continued)
(c) Liquidity risk
Liquidity risk is the risk that the Group will experience difficulty in either realising assets or otherwise raising sufficient
funds to meet its obligations arising from its financial liabilities. The Group manages liquidity risk by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The table below analyses the Group financial liabilities (principal and interest) by the relevant contracted maturity
groupings based on the remaining period as at 30 June.
CONTRACTUAL CASH FLOWS
ALL VALUES IN $000’S
CARRYING
AMOUNT0 - 1 YEAR1 - 2 YEARS 2 - 5 YEARS> 5 YEARSTOTAL
Accounts payable, accruals and
other payables
26,850 26,850 - - - 26,850
Lease liability 11,021 2,333 1,985 5,955 11,889 22,162
Total as at 30 June 2023 37,871 29,183 1,985 5,955 11,889 49,012
Accounts payable, accruals and
other payables
24,573
24,573
-
-
-
24,573
Lease liability 622 - 622 - - 622
Total as at 30 June 2022 25,195 24,573 622 - - 25,195
(d) Capital risk management
The Group’s policy is to maintain a strong capital base so as to maintain investor and creditor confidence and to
sustain future development of the business. The Group’s objectives when managing capital are to safeguard the
Group’s ability to continue as a going concern whilst maximising the return to shareholders through maintaining an
optimal balance of debt (when any) and equity. In order to maintain or adjust the capital structure, the Group may
adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets
to reduce debt.
WINTON LAND LIMITED ANNUAL REPORT 202359
8. Other (Continued)
8.11. Related party transactions
The transactions with related parties that were entered into during the year, and the year-end balances that arose
from those transactions are shown below.
Key management personnel remuneration
Key management personnel comprise members of the Board and members of the Senior Management Team.
ALL VALUES IN $000'S20232022
Employee benefits expense 3,691 2,690
Share-based payment expense 1,338 662
Employee share bonus - 3,500
Executive Directors' fees 160 158
Key management personnel remuneration 5,189 7,010
An Executive Director was granted 5,145,356 share options on 17 December 2021 with an exercise price of $3.8870
and a vesting date of 17 December 2031
Senior Management Team members were granted 4,244,910 share options on 17 December 2021 with an exercise price
of $3.8870. Of these, 1,414,970 share options have a vesting date of 17 December 2025, 1,414,970 share options have
a vesting date of 17 December 2028 and 1,414,970 share options have a vesting date of 17 December 2031.
Transactions with related parties during the year
ALL VALUES IN $000'S20232022
Key management personnel 1,050 616
Shareholders - 10,500
Employees 2,145 1,381
Revenue from contracts with customers
3,195 12,497
As at 30 June, the Group has also entered into agreements for the sale of residential properties with Executive
Directors for $18,852,000 (2022: $24,515,000), key management personnel for $2,263,000 (2022: $2,268,000) and
employees for $4,968,000 (2022: $8,121,000) to be recognised as revenue in future years.
During the year ended 30 June 2022, the Group purchased land from Avon Hotel Limited for $32,000,000. Avon Hotel
Limited’s Director, is an indirect shareholder of the Company.
The Group’s Directors are also Directors of other companies.
Julian Cook, an Executive Director is also a Director of WEL Networks Limited (WEL). During the year, the Group
incurred $585,000 of development costs categorised as inventories (2022: $462,000) from WEL. As at 30 June 2023
there was nil (2022: nil) owing to WEL and included in account payables, accruals and other payables. There were no
other transactions between the Group and other companies to be disclosed.
Steven Joyce, an Independent Director is also a Director of Joyce Advisory Limited (JAS). During the year, the Group
incurred $57,000 of development costs categorised as inventories (2022: nil) from JAS. As at 30 June 2023 there was
$2,000 (2022: nil) owing to JAS and included in account payables, accruals and other payables. There were no other
transactions between the Group and other companies to be disclosed.
Some of the Directors and key management personnel are shareholders of the Company.
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
60
8. Other (Continued)
8.12. Share-based payments
On 17 December 2021, the Group established a Share Option Plan under which options to subscribe for the Group’s
shares have been granted to certain employees. The plan has three tranches with vesting dates of 17 December 2025,
17 December 2028 and 17 December 2031. The options convert to ordinary shares. This is an equity-settled share scheme.
The key terms and conditions related to the grants under the plan are as follows; all options are to be settled by the
physical delivery of shares.
GRANT DATE/EMPLOYEE ENTITLED
NUMBER OF
INSTRUMENTS
(000’S)VESTING CONDITIONSCONTRACTUAL LIFE OF OPTIONS
On 17 December 2021 1,896 4 years of service from grant date5 years of service from grant date
Same as above 1,896 7 years of service from grant date8 years of service from grant date
Same as above 7,041
10 years of service from grant date11 years of service from grant date
Total share options 10,833
The number of share options under the Share Option Plan are as follows:
NUMBER OF INSTRUMENTS (000’S)20232022
Opening balance 10,936 -
Granted during the year - 10,939
Forfeited during the year (103) (3)
As at 30 June
10,833 10,936
The weighted-average exercise price of all share options is $3.8870. The weighted-average remaining contractual life
for the share options outstanding as at 30 June 2023 was 6.9 years (2022: 7.9 years).
The fair value of the share options has been measured using the Black-Scholes formula. The requirement that the
employee has to save in order to purchase shares under the Share Option Plan has been incorporated into that fair
value at grant date by applying a discount to the valuation obtained. The inputs used in measurement of the fair
values at grant date of the share options were as follows.
Fair value at grant date (weighted-average) ($)1.160
Share price at grant date ($)3.8870
Exercise price ($)3.8870
Expected volatility25.0%
Expected life (weighted-average) 8.4 years
Expected dividends2.50%
Risk-free interest rate (based on government bonds)
2.46%
The fair value of the share options as at 30 June 2023 is $2,338,000 (2022: $829,000).
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
WINTON LAND LIMITED ANNUAL REPORT 202361
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
8. Other (Continued)
8.12. Share-based payments (Continued)
Recognition and measurement
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model.
The cost is recognised in the Statement of Comprehensive Income, together with a corresponding increase in equity
(share-based payment reserve), over the period in which service is fulfilled (the vesting period). The cumulative expense
recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the
vesting period has expired, and the Group’s best estimate of the number of equity instruments that will ultimately vest.
The expense or credit in the Statement of Comprehensive Income for a period represents the movement in cumulative
expense recognised as at the beginning and end of the period.
Service is not taken into account when determining the grant date fair value of awards, but the likelihood of the condition
being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest.
Market performance conditions are reflected within the grant date fair value.
No expense is recognised for awards that do not ultimately vest because service conditions have not been met. When
the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the
unmodified award, provided that the original terms of the award are met. An additional expense, measured as at the
date of modification, is recognised for any modification that increases the total fair value of the share-based payment
transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty,
any remaining element of the fair value of the award is expensed immediately through profit or loss.
8.13. Investment in subsidiaries
The Company has the following wholly owned subsidiaries:
- Ayrburn Precinct Limited
- Ayrburn Transport Limited
(incorporated 22 March 2023)
- Ayrburn Wines Limited
- Ayrburn Wines Online Limited
(incorporated 15 July 2022)
- Beaches Developments Limited
- Bridesdale Farm
Developments Limited
- Cracker Bay Holdings Limited
(previously named Pier 1
Holdings Limited)
- Cracker Bay Operating Limited
(previously named Pier 1
Operating Limited)
- Francis Street Developments
Pty Limited
- Lakes Edge Developments Limited
- Lakeside Commercial Limited
(incorporated 15 July 2022)
- Lakeside Developments
2017 Limited
- Lakeside Residential Limited
- Launch Bay Townhouses Limited
- Longreach Developments Limited
- Marlborough Precinct
Holdings Limited
- Marlborough Precinct
Residential Limited
- Northbrook Launch Bay Limited
- Northbrook Arrowtown Limited
- Northbrook Avon Loop Limited
(previously named Avon Loop
Developments Limited)
- Northbrook Retirement
Villages Limited
- Northbrook Wanaka Limited
- Northbrook Wynyard Limited
(previously named Wynyard
Developments Limited)
- Northlake Developments Limited
- Northlake Investments Limited
- Northlake Residential Limited
- Northlake Townhouses Limited
- Parnell Developments Limited
- River Terrace
Developments Limited
- River Terrace Residential Limited
- Sunfield Developments Limited
- Waterfall Park Developments
Limited
- Winton Capital Limited
- Winton Fund Limited
- Winton Fund No.2 Limited
- Winton Group Holdings Limited
- Winton Partners Bellbird
Pty Limited
- Winton Property
Investments Limited
On 23 December 2022, Winton Advisory Limited was amalgamated with Winton Capital Limited. On 27 October 2022,
NB HoldCo 1 Limited (previously named Northbrook Avon Loop Limited) and NB HoldCo 2 Limited (previously named
Northbrook Wynyard Limited) were deregistered. On 1 May 2023, Northlake Apartments Limited was deregistered.
62
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
8. Other (Continued)
8.14. Capital and land development commitments
As at 30 June 2023, the Group had entered into contractual commitments for development expenditure and
purchase of land. Development expenditure represents amounts contracted and forecast to be incurred in future
years in accordance with the Group’s development programme. Land purchases represent the amounts outstanding
for the purchase of land.
ALL VALUES IN $000'S20232022
Development expenditure 53,636 119,332
Land purchases
55,116 146,200
Joint venture capital commitment
50,000 -
Total capital and land development commitments
158,752 265,532
8.15. Significant events after balance sheet date
On 22 August 2023, the Board of Directors approved the payment of a net dividend of 2.1600 cents per share to be
paid on 12 September 2023. The gross dividend (3.0000 cents per share) carries imputation credits of 0.8400 cents
per share. The payment of this dividend will not have any tax consequences for the Group and no liability has been
recognised in the Consolidated Statement of Financial Position as at 30 June 2023 in respect of this dividend.
WINTON LAND LIMITED ANNUAL REPORT 202363
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
9. Comparison to prospective financial statements
On 1 December 2021 the Group issued a Product Disclosure Statement (PDS) in respect of the IPO. The following
provides an explanation of the variances between the prospective financial information contained within the PDS
and the actual financial position at 30 June 2023.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2023
ALL VALUES IN $000'S
ACTUAL
2023
UNAUDITED
PDS 2023*
Revenue 211,421 344,700
Cost of sales (102,689) (184,100)
Gross profit 108,732 160,600
Rent income 3,651 -
Other income 5,995 -
Fair value gain on investment properties 6,821 -
Selling expenses (8,234) (9,100)
Property expenses (1,337) (600)
Administrative expenses (18,777) (11,700)
Share-based payment expense (1,278) (1,700)
Earnings before interest, taxation and depreciation (EBITDA) 95,573 137,500
Amortisation (519) -
Depreciation (845) (700)
Earnings before interest and taxation (EBIT) 94,209 136,800
Interest income 2,631 1,800
Interest expense and bank fees (1,633) (800)
Profit before income tax 95,207 137,800
Income tax expense
Current taxation (24,526) (40,200)
Deferred taxation (6,043) 1,200
Total income tax expense (30,569) (39,000)
Profit after income tax 64,638 98,800
Items that may be reclassified to profit or loss:
Movement in currency translation reserve (539) -
Total comprehensive income after income tax attributable to the shareholders of the Company 64,099 98,800
Basic earnings per share (cents) 21.79 34.91
Diluted earnings per share (cents) 21.02 33.59
Explanation of Variances
The key variances to the PDS were:
- Lower income due to a lower number of units settled.
- Higher administrative expenses due to acquisition of Cracker Bay, higher legal fees and employee benefits expense.
- Lower current taxation expense / higher deferred taxation expense due to IRD binding ruling.
* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial
statement format.
64
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
9. Comparison to prospective financial statements (Continued)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
ALL VALUES IN $000'S
ACTUAL
2023
UNAUDITED
PDS 2023*
Balance as at 1 July 2022 454,090 401,600
Total comprehensive income 64,099 98,800
Dividends to shareholders (9,284) (12,400)
Share-based payment expense 1,509 1,700
Balance as at 30 June 2023 510,414 489,700
Explanation of Variances
The key variances to the PDS were:
- Higher equity share capital due to raising more proceeds from primary issuance than forecast.
- Lower retained earnings due to lower earnings than forecast.
* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial
statement format.
WINTON LAND LIMITED ANNUAL REPORT 202365
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
9. Comparison to prospective financial statements (Continued)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
ALL VALUES IN $000'S
ACTUAL
2023
UNAUDITED
PDS 2023*
CURRENT ASSETS
Cash and cash equivalents 76,310 96,300
Accounts receivable, prepayments and other receivables 6,873 -
Inventories 91,128 7,200
Total current assets 174,311 103,500
NON-CURRENT ASSETS
Inventories 165,567 198,400
Investment properties 207,517 255,100
Property, plant and equipment 40,459 2,100
Right-of-use asset 281 200
Intangible assets 2,479 100
Total non-current assets 416,303 455,900
Total assets 590,614 559,400
CURRENT LIABILITIES
Accounts payable, accruals and other payables 30,140 27,400
Current lease liabilities 1,281 300
Taxation payable 23,395 40,200
Total current liabilities 54,816 67,900
NON-CURRENT LIABILITIES
Non-current lease liability 9,740 300
Deferred tax liabilities 15,644 1,500
Total non-current liabilities 25,384 1,800
Total liabilities 80,200 69,700
Net assets 510,414 489,700
EQUITY
Share capital 386,595 336,300
Foreign currency translation reserve (221) -
Share-based payment reserve 2,338 2,600
Retained earnings 121,702 150,800
Total equity 510,414 489,700
Explanation of Variances
The key variances to the PDS were:
- Lower cash due to lower settlements than forecast.
- Higher inventories due to lower settlements than forecast.
- Lower investment properties due to delayed development of investment properties.
- Higher deferred tax liabilities due to IRD binding ruling.
* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial
statement format.
66
Notes to the Consolidated Financial Statements
For the year ended 30 June 2023
9. Comparison to prospective financial statements (Continued)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
ALL VALUES IN $000'S
ACTUAL
2023
UNAUDITED
PDS 2023*
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 221,497 338,500
Interest received 2,631 1,800
Net GST paid 6,931 1,800
Payments to suppliers and employees (165,748) (144,500)
Purchase of development land (20,179) (24,100)
Deposits paid on contracts for land (23,600) (20,000)
Interest and other finance costs paid (562) -
Income tax (paid) / received (9,117) (10,800)
Net cash flows from operating activities 11,853 142,700
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment 1,435 -
Intangible assets acquired (2,875) -
Acquisition of land for investment properties (63,965) (77,000)
Payments to suppliers and employees for investment properties (37,306) (120,000)
Acquisition of property, plant and equipment (26,203) (300)
Net cash flows from investing activities (128,914) (197,300)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (9,284) (12,400)
Payment of principal portion of lease liabilities (2,169) -
Net cash flows from financing activities (11,453) (12,400)
Net increase in cash and cash equivalents (128,514) (67,000)
Cash and cash equivalents at beginning of year 204,824 163,300
Cash and cash equivalents at end of year 76,310 96,300
Explanation of Variances
The key variances to the PDS were:
- Higher cash at beginning of year due to raising more proceeds from primary issuance than forecast.
- Less cash spent on operating activities due to lower settlements than forecast and higher payments to suppliers
and employees.
- Less cash spent on investing activities due to delayed development of investment properties.
* This information is unaudited and sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial
statement format.
67
A member firm of Ernst & Young Global Limited
Independent Auditor’s Report to the shareholders of Winton Land Limited
Opinion
We have audited the financial statements of Winton Land Limited (the “Company”) and its
subsidiaries (together the “Group”) on pages 38 to 66, which comprise the consolidated statement
of financial position of the Group as at 30 June 2023, and the consolidated statement of
comprehensive income, consolidated statement of changes in equity and consolidated statement of
cash flows for the year then ended of the Group, and the notes to the consolidated financial
statements including a summary of significant accounting policies.
In our opinion, the consolidated financial statements on pages 38 to 66 present fairly, in all
material respects, the consolidated financial position of the Group as at 30 June 2023 and its
consolidated financial performance and cash flows for the year then ended in accordance with New
Zealand Equivalents to International Financial Reporting Standards and International Financial
Reporting Standards.
This report is made solely to the Company’s shareholders, as a body. Our audit has been
undertaken so that we might state to the Company’s shareholders those matters 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and
we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Other than in our capacity as auditor we have no relationship with, or interest in, the Company or
any of its subsidiaries.
Partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the business of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the consolidated financial statements of the current year. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, but we do not provide a separate opinion on these matters. For each
matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial statements section of the audit report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to respond to our assessment of the
risks of material misstatement of the financial statements. The results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit
opinion on the accompanying consolidated financial statements.
68
A member firm of Ernst & Young Global Limited
Capitalisation and allocation of property costs
Why significant How our audit addressed the key audit matter
The Group’s inventories, property, plant and
equipment under development (“PPE”), and
investment properties, of $257m, $32m and
$208m respectively, together represent 84% of
the Group’s total assets.
The Group’s inventories comprise land and
buildings that are being developed into
subdivisions or individual properties for sale.
The Group’s PPE comprise show suites and land
and buildings that are being developed into retail
premises that will be operated by the Group.
The Group’s investment properties comprise land
being developed into retirement villages and
commercial property.
Given the nature of the Group’s operations, it
incurs significant costs each year in acquiring and
developing its inventories, PPE and investment
properties.
Determining whether to capitalise or expense
property costs relating to inventories, PPE and
investment properties is subjective. The key
judgments used in this determination are:
►Whether costs are eligible for
capitalisation under the relevant
accounting standard (noting that there
are differing requirements related to
differing asset types); and
►How to allocate capitalised costs to
individual properties.
Disclosures relating to inventories, PPE and
investment properties and the associated
significant judgments are included in Note 4
Inventories, Note 6 Property Plant and
Equipment, and Note 5 Investment Property to
the consolidated financial statements.
Our audit procedures included the following:
►Held discussions with management to
understand:
►The process for capitalisation and
allocation of property costs.
►On a sample basis we:
►Reviewed the nature of property costs
capitalised to consider whether they were
eligible for capitalisation under the
relevant accounting standard.
►Agreed a sample of capitalised property
costs to invoice and supporting
documentation to assess the nature of the
cost and its allocation to individual
properties.
►Agreed significant property acquisitions to
purchase agreements and, where
relevant, settlement documentation.
►Performed analytical procedures in
relation to the cost of sale and margin
recorded on property sales to identify
outliers between similar properties as well
as between periods. We considered
whether any outliers suggested that
property costs had been allocated in an
inappropriate manner.
►Considered the adequacy of the disclosures in
the financial statements in relation to
inventories, PPE and investment property.
Other matter
The consolidated financial statements of Winton Land Limited for the year ended 30 June 2022
were audited by another auditor who expressed an unmodified opinion on those statements on
24 August 2022.
Information other than the financial statements and auditor’s report
The directors of the Company are responsible for the annual report, which includes information
other than the consolidated financial statements and auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
A member firm of Ernst & Young Global Limited
Capitalisation and allocation of property costs
Why significant How our audit addressed the key audit matter
The Group’s inventories, property, plant and
equipment under development (“PPE”), and
investment properties, of $257m, $32m and
$208m respectively, together represent 84% of
the Group’s total assets.
The Group’s inventories comprise land and
buildings that are being developed into
subdivisions or individual properties for sale.
The Group’s PPE comprise show suites and land
and buildings that are being developed into retail
premises that will be operated by the Group.
The Group’s investment properties comprise land
being developed into retirement villages and
commercial property.
Given the nature of the Group’s operations, it
incurs significant costs each year in acquiring and
developing its inventories, PPE and investment
properties.
Determining whether to capitalise or expense
property costs relating to inventories, PPE and
investment properties is subjective. The key
judgments used in this determination are:
►Whether costs are eligible for
capitalisation under the relevant
accounting standard (noting that there
are differing requirements related to
differing asset types); and
►How to allocate capitalised costs to
individual properties.
Disclosures relating to inventories, PPE and
investment properties and the associated
significant judgments are included in Note 4
Inventories, Note 6 Property Plant and
Equipment, and Note 5 Investment Property to
the consolidated financial statements.
Our audit procedures included the following:
►Held discussions with management to
understand:
►The process for capitalisation and
allocation of property costs.
►On a sample basis we:
►Reviewed the nature of property costs
capitalised to consider whether they were
eligible for capitalisation under the
relevant accounting standard.
►Agreed a sample of capitalised property
costs to invoice and supporting
documentation to assess the nature of the
cost and its allocation to individual
properties.
►Agreed significant property acquisitions to
purchase agreements and, where
relevant, settlement documentation.
►Performed analytical procedures in
relation to the cost of sale and margin
recorded on property sales to identify
outliers between similar properties as well
as between periods. We considered
whether any outliers suggested that
property costs had been allocated in an
inappropriate manner.
►Considered the adequacy of the disclosures in
the financial statements in relation to
inventories, PPE and investment property.
Other matter
The consolidated financial statements of Winton Land Limited for the year ended 30 June 2022
were audited by another auditor who expressed an unmodified opinion on those statements on
24 August 2022.
Information other than the financial statements and auditor’s report
The directors of the Company are responsible for the annual report, which includes information
other than the consolidated financial statements and auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
69
A member firm of Ernst & Young Global Limited
In connection with our audit of the consolidated financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained during the audit,
or otherwise appears to be materially misstated.
If, based upon the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibilities for the financial statements
The directors are responsible, on behalf of the entity, for the preparation and fair presentation of
the consolidated financial statements in accordance with New Zealand Equivalents to International
Financial Reporting Standards and International Financial Reporting Standards, and for such
internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing on
behalf of the entity the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with International
Standards on Auditing (New Zealand) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is
located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-
assurance-practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our
auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Grant Taylor.
Chartered Accountants
Ernst & Young
22 August 2023
A member firm of Ernst & Young Global Limited
In connection with our audit of the consolidated financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained during the audit,
or otherwise appears to be materially misstated.
If, based upon the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibilities for the financial statements
The directors are responsible, on behalf of the entity, for the preparation and fair presentation of
the consolidated financial statements in accordance with New Zealand Equivalents to International
Financial Reporting Standards and International Financial Reporting Standards, and for such
internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing on
behalf of the entity the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with International
Standards on Auditing (New Zealand) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is
located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-
assurance-practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our
auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Grant Taylor.
Chartered Accountants
Ernst & Young
22 August 2023
70
LAUNCH BAY
TOWNHOUSES
HOBSONVILLE POINT
NAME
LOCATION
WINTON LAND LIMITED ANNUAL REPORT 202371
Corporate
Governance
72
Corporate Governance
COMPANY INFORMATION
Winton is a limited liability company incorporated under the Companies Act 1993 (the Companies Act). The Company listed on the
NZX Main Board (NZX code: WIN) and the ASX (Foreign Exempt Listing) (ASX code: WTN) in December 2021. The Board currently
comprises nine directors.
A copy of the Company’s constitution and more detailed information on the Board and Winton’s senior management team is
available at Winton’s Website.
CORPORATE GOVERNANCE
The Board is committed to strong governance and accountability. The Company fosters a culture of transparency for the benefit of its
shareholders and other stakeholders. To demonstrate its commitment to high quality corporate governance, the Board has adopted
the principles in the NZX Corporate Governance Code dated 10 December 2020 (NZX Code). The NZX Code – Key Principles section
below lists those principles and discloses the extent to which Winton has followed the recommendations in the NZX Code.
In the Board’s opinion, as at 30 June 2023, the Company complies with the NZX Listing Rules and the NZX Code, other than
Recommendations 2.8 and 2.9 as explained below.
The Code of Ethics, policies and charters referenced in the NZX Code – Key Principles section below, together with other policies
and charters (the Company Policies), are available on Winton’s Website and are available to all directors, employees, and
contractors at Winton. Copies of, and training on, the Company Policies is provided to all directors and employees as part of their
induction process, and updates and refresher discussions are scheduled regularly.
NZX CODE – KEY PRINCIPLES
Principle 1 – Code of Ethical Behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these
standards being followed throughout the organisation.”
Winton maintains high standards of ethical conduct and requires its people to behave honestly and with integrity, in a manner
consistent with Winton’s values and the Company Policies. These include the following:
Code of EthicsThe Code of Ethics has been communicated to all of the Company’s directors, employees and
contractors and they are all subject to its standards and procedures. The Code of Ethics is not an
exhaustive list of acceptable and non-acceptable behaviour at Winton, rather it contains guiding
principles and reflects Winton’s values as a company.
The reporting of breaches of the Code of Ethics is encouraged and the steps for doing so are set
out in Winton’s Risk Management and Whistleblowing Policy. Any breaches are required to be
addressed promptly and consistently and handled by Winton as set out in the Code of Ethics.
The Code of Ethics is reviewed at least every two years, with the last review conducted in June 2022.
Securities Trading PolicyThe Securities Trading Policy sets out the guidelines to, and express restrictions on, trading in
Winton’s financial products.
The Securities Trading Policy provides transparency about expectations and requirements of
directors, employees and contractors when dealing with Winton shares and places additional
restrictions on certain “restricted persons” and prohibitions during prescribed blackout periods.
Prior written consent of the General Counsel (or CEO in the case of a request by the General
Counsel or CFO) is required to trade, and persons must otherwise act in compliance with laws.
Diversity and Inclusion PolicyThe Diversity and Inclusion Policy sets out the Company’s guiding principles for diversity and
inclusion in the business. Refer to Principle 2 below for further details.
Risk Management and
Whistleblowing Policy
The Risk Management and Whistleblowing Policy sets out the commitment of the Company
to the sound and effective management of risks that are material to the achievement of
its strategic objectives. This policy is also intended to encourage directors, employees and
contractors to speak out if they see any behaviour that does not fit with the Company’s values
of integrity and honesty.
Environment and Corporate
Responsibility Policy
The Environment and Corporate Responsibility Policy is a policy designed to ensure that the
actions of the Company support the vision to create long-term value for Winton and others.
WINTON LAND LIMITED ANNUAL REPORT 202373
Principle 2 – Board Composition and Performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
Role of the Board
The Board is elected by its shareholders to provide overall strategic direction to the Company and to protect and enhance the
value of the assets of Winton for the benefit of its shareholders. The Board is responsible for the management of the business and
affairs of Winton and delegates the day-to-day leadership and management of the business to the CEO.
The Board operates under a written Board Charter, which sets out the role, responsibilities, composition, structure, and approach of
the Board and management. The Board acknowledges that Recommendation 2.9 of the NZX Code sets out that the Board should
have an independent Chair, and that the roles of Chair and CEO should be separated. At present, Chris Meehan is both the CEO
and the Board Chair. Winton believes that this is appropriate given Chris Meehan’s expertise and significant background with the
Company as one of its founders.
Delegation of Authority
In addition to the CEO’s day-to-day leadership and management of the business, the CEO and management have levels of
authority approved by the Board. In turn, the CEO and management can sub-delegate authority to direct reports in appropriate
circumstances. This structure is documented in the Delegated Authority Policy.
Directors and Board Composition
As at 30 June 2023, the Board comprises nine directors, as follows:
DIRECTORTYPE OF DIRECTORSHIPAPPOINTMENT DATE
CHRIS MEEHAN (CHAIR)
Executive Director19 June 2017
MICHAELA MEEHAN
Non-executive Director19 June 2017
DAVID LIPTAK
Non-executive Director7 July 2017
JULIAN COOK
Executive Director13 September 2021
ANNA MOLLOY
1
Independent Director24 September 2021
GLEN TUPUHI
Independent Director24 September 2021
JAMES KEMP
Non-executive Director21 February 2022
JELTE BAKKER (ALTERNATE FOR JAMES KEMP)
Non-executive Director21 February 2022
STEVEN JOYCE
2
Independent Director22 June 2023
1. Anna Molloy has resigned from the Board, effective 22 August 2023.
2. Steven Joyce will stand for re-election at Winton’s FY23 annual shareholders’ meeting.
Corporate Governance continued
74
Member
Meetings held
Meetings attended
Member
Meetings held
Meetings attended
Member
Meetings held
Meetings attended
Corporate Governance continued
Directors and Board Composition continued
Directors are chosen on the basis of a mix of skills, knowledge and experience. The right blend of leadership and experience,
combined with diversity of perspective, is critical to enabling the Board to create value for Winton’s shareholders over the long term.
A summary of the key skills and experience held across the Board as at 30 June 2023 is summarised below:
SKILL / EXPERIENCE
PROPERTY, PLANNING, CONSTRUCTION
RETIREMENT VILLAGE DEVELOPMENT AND / OR OPERATION
STRATEGY
FINANCE / ACCOUNTING
GOVERNANCE
PEOPLE & CULTURE
HEALTH & SAFETY
SUSTAINABILITY
IWI / STAKEHOLDER RELATIONS
High Competence Practical / Direct Experience Some Experience
Directors are encouraged to hold shares in the Company to align their interests with the interests of shareholders. Six of the nine
Directors own shares (either directly or through a related entity or trust), and those relevant interests are included under the
heading “Directors’ Dealings and Relevant Interests” in Principle 4 below. Of the remaining three Directors, two are appointed in
their capacity as representatives of a Substantial Product Holder.
During the period 1 July 2022 to 30 June 2023, meeting attendance for the Directors was as follows:
BOARDAUDIT AND
FINANCIAL RISK
NOMINATION AND
REMUNERATION
DIRECTOR
CHRIS MEEHAN (CHAIR)
•88•11
MICHAELA MEEHAN
•87
DAVID LIPTAK
•85•43
JULIAN COOK
•88
ANNA MOLLOY
•88•44•11
GLEN TUPUHI
•88•44•11
JAMES KEMP
•87
JELTE BAKKER (ALTERNATE FOR JAMES KEMP)
•86
STEVEN JOYCE
•80
1
1. No Board Meetings were held during the period 22 June 2023 (appointment date of Steven Joyce) to 30 June 2023.
WINTON LAND LIMITED ANNUAL REPORT 202375
Corporate Governance continued
Director Training
At the time of appointment, directors receive a comprehensive induction from the business to familiarise themselves with Winton’s
management and operations. New directors are appropriately introduced to Winton’s management and business and receive all
papers and documents (including Company Policies) to enable them to provide value in their role on the Board. Regular site visits
are provided for directors, both new and existing.
Directors of the Board are expected to maintain appropriate levels of financial, legal and industry understanding, and are
encouraged to take responsibility for their own professional development. Each Director is also aware that they should seek
independent advice in respect of their role as a Director, should the need arise.
Board Performance
The Board has committed to critically evaluate its own performance and the performance of individual Directors on a regular basis.
The Nomination and Remuneration Committee is tasked with making recommendations to the Board to ensure that adequate
procedures are in place to review the performance of the Board as a whole, its committees and the contributions of each Director.
Independence
The Board currently comprises nine director positions, including one alternate director. For the purposes of the NZX Listing Rules,
the Board has determined that, as at 30 June 2023, three Directors are independent directors, being Anna Molloy, Glen Tupuhi and
Steven Joyce.
In determining independence of Directors, the Board considers not only the factors expressly set out in Recommendation 2.4 of
the NZX Code, but also carefully assesses whether a Director’s interest, position, association or relationship might interfere, or be
seen to interfere, with that Director’s capacity to bring an independent judgment to bear on issues before the Board. The Board
assesses the independence of each Director on their appointment, and will continue to do so at least annually thereafter. The Board
acknowledges that Recommendation 2.8 of the NZX Code sets out that the Board should be comprised of a majority of independent
Directors. The majority of Directors appointed to date represent existing shareholders and the Substantial Product Holders. The
composition of the Board, and the appropriate governance structure for the Company, continues to be monitored on a regular basis.
Diversity and Inclusion
Winton, and the Board, is committed to ensuring an environment where its people enjoy their roles, their interaction with other
employees, contractors and customers and working towards the success of the business. Winton is committed to creating an open
workplace where every team member is welcomed, supported and inspired, and where diversity is celebrated.
The principles of Winton’s Diversity and Inclusion Policy include encouraging diversity of all types throughout the workforce at all
levels, creating a flexible and inclusive work environment, ensuring the behaviour of its leaders reflect our values, attracting and
retaining talented people and ensuring that its people feel safe. The Board considers that Winton has adhered to these principles
and its Diversity and Inclusion Policy.
The Board recognises that gender is one important and commonly reported measure of diversity. The gender composition at
Winton as at 30 June 2023 is set out in the table below:
AS AT 30 JUNE 2023AS AT 30 JUNE 2022
POSITION
FemaleMaleDiverseFemaleMaleDiverse1
DIRECTORS2
27-26
SENIOR MANAGEMENT3
23-23
EMPLOYEES2
,
3
2837-41223
1. Not reported in FY22.
2. Where an individual is an executive director on the Board, and is also an employee, they are counted twice.
3. Senior management team members are also included in employee statistics.
4. Not reported in FY23.
76
Corporate Governance continued
Interests Register
The Company maintains an Interests Register, together with separate Interests Registers for each subsidiary company. Any Director
who is interested in a transaction with the Company (or a subsidiary) is required to immediately disclose to the Board the nature,
monetary value and extent of that interest and will not be entitled to vote in respect of such transaction (other than a transaction
where all Directors are required to sign a certificate in accordance with the Companies Act).
Interests Register continued
All current declared interests of the Directors are listed in the table below, with those disclosures advised during FY23 shown in italics:
DIRECTORCOMPANY / ORGANISATIONPOSITION HELD
CHRIS MEEHAN
Korama Limited
Speargrass Holdings Limited
Woodside 45 Limited
WMC Development GP Limited
Director and Shareholder
Director and Shareholder
Director
Director
MICHAELA MEEHAN
Korama Limited
Speargrass Holdings Limited
Director
Director
DAVID LIPTAK
Wanaka Partners, LLC Beneficial Owner
JULIAN COOK
SkyCity Entertainment Group Limited
WEL Networks Limited
Motutapu Investments Limited
Deakin TopCo Pty Limited (trading as Levande)
Chairman
Director
Director
Director
ANNA MOLLOY
ANZ New Zealand Investments Limited
Channel Infrastructure NZ Limited
Hingaia Consulting Limited
Director
Director
Director and Shareholder
GLEN TUPUHI
Toi Consulting LimitedDirector
JAMES KEMP
Macquarie Real Estate Investment Holding (Australia) Pty Limited
Macquarie Real Estate Management (Australia) Limited
TC Akarua 1 Pty Limited
TC Akarua 2 Pty Limited
Director
Director
Director
Director
JELTE BAKKER
Macquarie Real Estate Investment Holding (Australia) Pty Limited
Macquarie Real Estate Management (Australia) Limited
TC Akarua 1 Pty Limited
TC Akarua 2 Pty Limited
Director
Director
Director
Director
STEVEN JOYCE
Joyce Advisory Limited
Icehouse Ventures Limited
The Icehouse Limited
Director and Shareholder
Director
Director
There have been no interest register entries in respect of use of company information by Directors.
During the year, the Board authorised the renewal of the Directors’ and Officers’ insurance cover as at 1 October 2022 for a period
of 12 months and has certified, in terms of section 162 of the Companies Act, that this cover is fair to the Company.
As permitted by the Company’s constitution and the Companies Act, the Company has also entered into a deed indemnifying its
Directors against potential liabilities and costs they may incur for acts or omissions in their capacity as Directors of the Company
and its subsidiaries.
Subsidiary Company Directors
As at 30 June 2023, Winton had 36 New Zealand subsidiary companies and 2 Australian subsidiary companies.
Chris Meehan is a Director of all 38 subsidiary companies.
WINTON LAND LIMITED ANNUAL REPORT 202377
Corporate Governance continued
Subsidiary Company Directors continued
Michaela Meehan is a Director of the following 21 New Zealand subsidiary companies: Beaches Developments Limited, Bridesdale
Farm Developments Limited, Lakes Edge Developments Limited, Lakeside Developments 2017 Limited, Lakeside Residential
Limited, Longreach Developments Limited, Marlborough Precinct Holdings Limited, Marlborough Precinct Residential Limited,
Northbrook Launch Bay Limited, Northbrook Retirement Villages Limited, Northbrook Wanaka Limited, Northlake Developments
Limited, Northlake Investments Limited, Northlake Residential Limited, Northlake Townhouses Limited, River Terrace Developments
Limited, River Terrace Residential Limited, Waterfall Park Developments Limited, Winton Capital Limited, Winton Group Holdings
Limited and Winton Property Investments Limited.
Julian Cook is a Director of the following 6 New Zealand subsidiary companies: Northbrook Retirement Villages Limited,
Northbrook Launch Bay Limited, Northbrook Wanaka Limited, Northbrook Avon Loop Limited, Northbrook Wynyard Limited and
Northbrook Arrowtown Limited.
Iain Murray is a Director of the 2 Australian subsidiary companies: Francis Street Developments Pty Limited and Winton Partners
Bellbird Pty Limited.
Directors of the Company’s subsidiaries do not receive any remuneration or other benefits in respect of their appointments, other
than Iain Murray who receives an annual fee of AUD$15,000 for corporate secretarial services to the Australian subsidiaries.
Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
The Board has two standing committees, being the Audit and Financial Risk Committee and the Nomination and Remuneration
Committee, as detailed below. The Board has concluded that it is not necessary at this time to establish any other standing
committees, but may consider additional committees as it matures as a listed company.
Audit and Financial Risk Committee
Membership: Anna Molloy (Chair), David Liptak, Glen Tupuhi
Winton has an Audit and Financial Risk Committee that operates under its own written charter, which is available on Winton’s
Website. The Audit and Financial Risk Committee is currently chaired by Anna Molloy, who has a background in financial services.
The membership of this committee is solely non-executive directors, with a majority of the members being independent.
The Audit and Financial Risk Committee takes responsibility to ensure the quality and integrity of external financial reporting
including the accuracy, completeness, and timeliness of financial statements. The committee is committed to providing balanced,
clear, and objective financial reporting. It reviews financial statements and makes recommendations to the Board concerning
accounting policies, areas of judgment, compliance with accounting standards, stock exchange and legal requirements, and the
results of the external audit.
The Audit and Financial Risk Committee may, in its discretion, invite Winton’s external auditors and members of senior management,
as appropriate, to attend committee meetings. All directors have a standing invitation to attend committee meetings.
Steven Joyce will be appointed as the chair of the Audit and Financial Risk Committee with effect from 22 August 2023.
Nomination and Remuneration Committee
Membership: Anna Molloy (Chair), Glen Tupuhi, Chris Meehan
Winton has a combined Nomination and Remuneration Committee that operates under its own written charter. The majority of the
members of this committee are independent. Since Chris Meehan is also the CEO, he declares conflicts of interest and stands down
from decisions relating to his own performance and remuneration.
The primary responsibilities of the Nomination and Remuneration Committee include to identify and make recommendations to the
Board in respect of director nominations (including casual vacancies and composition of committees), to review and recommend
to the Board appropriate remuneration of the Directors for consideration by shareholders, and to review and approve annually
the remuneration strategy for Winton, including specific responsibilities in relation to the CEO and his direct reports. Senior
management is only invited to attend meetings of the Nomination and Remuneration Committee at the discretion of the committee.
The Company enters into written agreements with each of its new directors establishing the terms and conditions of their appointment,
including their duties, term of appointment (subject to shareholder approval), expectations of the role and remuneration.
Steven Joyce will be appointed as the chair of the Nomination and Remuneration Committee with effect from 22 August 2023.
78
NORTHBROOK
ARROWTOWN
ARTIST IMPRESSION
WINTON LAND LIMITED ANNUAL REPORT 202379
Corporate Governance continued
Principle 4 – Reporting & Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.”
Continuous Disclosure
Winton is committed to promoting shareholder confidence through effective communication with the NZX, the ASX, the
Company’s shareholders, investors, analysts, media and other interested parties, and providing those parties with equal and timely
access to material information. The Board and management carefully consider such information to ensure it is precise, balanced
and consistent. Winton’s Continuous Disclosure Policy applies to ensure that all relevant stakeholders have appropriate and timely
access to relevant information, be it positive or negative.
Other Governance Documentation
The Company Policies, annual and interim reports, Company announcements and other relevant material is available on
Winton’s Website.
Reporting
Winton’s half-year and audited full-year financial statements are prepared in accordance with the relevant financial reporting
standards and applicable legislation. The audited full-year financial statements for FY23 are included in this report.
Non-financial information is included throughout this report, including in relation to Winton’s communities and projects and the
Company’s general environmental and social sustainability factors and practices.
Directors’ Dealings and Relevant Interests
The details of the Directors’ dealings in the Company’s financial products as at 30 June 2023 are set out in the table below:
DIRECTORNO. OF SHARES ACQUIRED /
(DISPOSED)
CONSIDERATION PER SHAREDATE OF TRANSACTION
CHRIS MEEHAN (CHAIR) (BENEFICIAL INTEREST)
668,5951
24,7761
33,0771
10,0001
$1.9000
$1.9597
$2.0140
$2.0000
2 March 2023
3 March 2023
6 March 2023
8 March 2023
MICHAELA MEEHAN (BENEFICIAL INTEREST)
668,5951
24,7761
33,0771
10,0001
$1.9000
$1.9597
$2.0140
$2.0000
2 March 2023
3 March 2023
6 March 2023
8 March 2023
1. These transactions relate to acquisitions made by Korama Limited (as trustee of the Amarok Trust, a trust associated with Chris Meehan and Michaela Meehan).
The details of the Directors’ relevant interests in the Company’s financial products for the year ended 30 June 2023 are set out in
the table below:
DIRECTORNATURE OF RELEVANT INTERESTNO. OF SHARES
CHRIS MEEHAN (CHAIR)
Beneficial163,329,448
MICHAELA MEEHAN
Beneficial163,329,448
DAVID LIPTAK
Beneficial28,683,000
JULIAN COOK
Beneficial1,286,339
ANNA MOLLOY
Beneficial38,591
GLEN TUPUHI
Beneficial12,870
Note that while James Kemp and Jelte Bakker are appointed to the Board in their capacity as representatives of substantial product
holder, TC Akarua 2 Pty Limited (as trustee of the TC Akarua Sub Trust), they do not hold a personal relevant interest in those shares.
80
Corporate Governance continued
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Directors’ Remuneration
The current director fee pool is $600,000 per annum, which was approved by the shareholders on 1 December 2021. In addition,
Directors are reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection with their
role as a Director.
Winton’s strategy is to attract and retain high performing directors with the appropriate skills and experience to provide diversity
of thought and benefit to the Company. On that basis, it is important that the Directors are appropriately remunerated. The current
Directors’ fees comprise an annual fee of $60,000 per annum (other than the Board Chair fee which is $100,000 per annum) and
an annual fee of $20,000 to chair the Audit and Financial Risk Committee and $12,000 to chair any other Board committee.
Other than as set out in this report, the Company has not provided any other benefits to a Director for services as a director in any
other capacity, nor has the Company made any loans to a Director, or guaranteed any debts incurred by a Director in FY23.
The remuneration paid to Directors of the Company during FY23 is as follows:
DIRECTORROLEDIRECTOR FEES PAID IN FY23
CHRIS MEEHAN
Board Chair
Executive Director
$40,000
$60,000
ANNA MOLLOY
Audit and Financial Risk Committee (Chair)
Nomination and Remuneration Committee (Chair)
Independent Director
$20,000
$12,000
$60,000
MICHAELA MEEHAN
Non-executive Director$60,000
DAVID LIPTAK
Non-executive Director$60,000
JULIAN COOK
Executive Director$60,000
GLEN TUPUHI
Independent Director$60,000
STEVEN JOYCE
1
Independent Director$1,484
JAMES KEMP
Non-executive Director-
JELTE BAKKER
Non-executive Director-
1. Steven Joyce was appointed to the Board on 22 June 2023.
Remuneration Policy
The Board supports a remuneration strategy that is competitive in the market, taking into account the complexity of the business
itself, and also having regard to the scale of, and high performance expected, within each role.
The Nomination and Remuneration Committee Charter governs the responsibilities and process by which the committee will
adhere carry out its functions. The Committee is to consider benchmark executive remuneration data as appropriate, with
remuneration of the CEO and other members of the senior management team including a mix of fixed and variable components,
always having regard to alignment of shareholder interests. Together with the fixed base salary (including any KiwiSaver
contributions, carparking, etc), remuneration also comprises variable components such as discretionary bonuses, and eligibility for
the LTI Plan (described in more detail below).
LTI Plan
The Company implemented a long-term incentive plan (the LTI Plan) for employees, to incentivise and retain those employees.
Under the LTI Plan, participants are granted options to vest at year 4, year 7 and year 10, and will not be required to pay for such
options. Each option will give the participant the right to acquire one share, subject to the participant remaining employed at the
relevant vesting date, at the Issue Price (as defined). The exercise price will not be adjusted for any dividends paid by Winton.
WINTON LAND LIMITED ANNUAL REPORT 202381
Corporate Governance continued
LTI Plan continued
Every employee of Winton as at the date of listing (17 December 2021) was included in the LTI Plan, and all subsequent employees
are eligible to participate in that LTI Plan after 12 months of continuous service.
In addition to the general employee LTI Plan (referred to below), a grant of options has been made to Julian Cook. Mr Cook will
not be required to pay for such options. Each option will give Mr Cook the right to acquire one share at the vesting date (being
10 years from the date of issue), subject to Mr Cook remaining employed on the 4th anniversary of the date of issue of the
options, at the Issue Price (as defined). The exercise price will be adjusted for any dividends paid by Winton.
Chief Executive’s Remuneration
Chris Meehan is the Chair of the Board of Directors of the Company and received fees in that capacity in FY23 as outlined above.
In addition, in his executive role as CEO of the Company, Chris Meehan’s remuneration for FY23 was $1,741,000. Mr Meehan did not
receive any additional remuneration (including any short-term or long-term incentives) during FY23 as CEO.
Employee’s Remuneration
Julian Cook is a Director of the Company and received fees in that capacity in FY23 as outlined above. In addition, in his executive
role as Director of Retirement Mr Cook received remuneration for FY23 of $240,000. Mr Cook did not receive any additional
remuneration (including any short-term or long-term incentives
1
) during FY23 as Director of Retirement.
There were 34 employees (or former employees) of Winton, not being Directors, who received remuneration and other benefits
in their capacity as employees that exceeded $100,000 during FY23, and these are set out in brackets of $10,000 in the following
table. Remuneration is calculated as inclusive of salary and any discretionary bonuses received.
AMOUNT OF REMUNERATION
2
CURRENT EMPLOYEES
$100,001 to $110,0003
$110,001 to $120,0003
$120,001 to $130,0004
$130,001 to $140,0001
$140,001 to $150,0002
$160,001 to $170,0002
$170,001 to $180,0002
$180,001 to $190,0001
$190,001 to $200,0002
$200,001 to $210,0001
$210,001 to $220,0001
$220,001 to $230,0001
$230,001 to $240,0002
$260,001 to $270,0001
$290,001 to $300,0001
$310,001 to $320,0001
$330,001 to $340,0001
$340,001 to $350,0001
$350,001 to $360,0003
$500,001 to $510,0001
1. Remuneration does not include the grant of any options under the LTI Plan, with such remuneration to be captured on vesting.
2. Chris Meehan (as CEO) and Julian Cook (as Director of Retirement) are not included in this table as they are also Directors of the Company.
LAKESIDE
TE KAUWHATA
82
WINTON LAND LIMITED ANNUAL REPORT 202383
Corporate Governance continued
Principle 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should
regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”
Risk Management Framework
The Board has established a risk management framework which includes a list of material risks faced by Winton. The framework
is reviewed and updated as risks to the business evolve and change. The Board has set its risk tolerance appetite in pursuit of its
strategy and how it will manage them.
The nature of the risk treatment varies according to the nature and severity of the risk. If the risks are material, they will be
reported to the Board. Simultaneously, where such risks warrant the need to make a disclosure to the market, Winton will apply
relevant facts against the Continuous Disclosure Policy.
The Audit and Financial Risk Committee at Winton reviews and makes recommendations to the Board whether Winton’s processes
for managing financial risk are sufficient and any incident of fraud or other failure of internal controls. Non-financial risk and the
appropriateness of Winton’s insurance programme is reviewed and determined at a full Board level.
The CEO and other members of the senior management team review, update and take ownership of the day-to-day management
and operation of Winton’s risk management framework and associated policies and procedures.
Principal Business Risks and Key Strategies to Mitigate
Winton is currently focused on 13 principal business risks across its business. For the purposes of this report and Recommendation
6.1 of the NZX Code, a high-level description of these principal business risks is provided below:
AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO MITIGATE RISK
PROPERTY MARKET RISK
Winton’s ability to achieve its forecasted sales
and/or forecasted sales prices within each of
its developments is dependent on the housing
market conditions in each of the areas in which
its developments are located.
Winton reviews economic and residential property market
conditions through research and relationships with
market participants.
Winton concentrates on areas of highest population growth.
Our pre-sale strategy may incorporate a discount to market
prices at the time of sale, in particular for purchases with
a long settlement wait.
Reporting is provided to the Board regularly.
CONSTRUCTION AND
DEVELOPMENT RISK
Winton faces construction and property
development risks when developing
its communities and projects within its
communities. These risks include project delays
(consenting and construction), default risk,
governance and design risk, and potential
labour and materials shortages. There is
also a risk of supply chain cost inflation due
to Covid-19 or similar global impact related
shortages and delays.
Winton ensures expected returns from developments
adequately compensate Winton for the level of risk
undertaken before approval.
Through due diligence, Winton understands the project
risks by undertaking comprehensive feasibility studies
to determine the viability of the proposed initiative or
development, the financial position of contractors and
ensures funding is in place.
Further, Winton establishes a procurement plan
including, procurement for long lead items, and engages
contractors early to mitigate cost escalation or contractor
default. Its construction and development contracts have
robust provisions to ensure these risks are adequately
addressed and mitigated.
CORPORATE GOVERNANCE
AND GENERAL
COMPLIANCE RISK
Failure to comply with regulatory, societal and
investor expectations in relation to corporate
governance and environmental sustainability
could impact Winton’s reputation and financial
performance over the longer term.
Failure to comply with environmental laws,
resource consents and regulations which may
result in penalties and/or reputational damage.
Winton’s governance procedures are continually monitored
to ensure compliance. External consultants and advisers
are engaged as appropriate. Winton also proactively
engages with regulators such as NZ RegCo and ASIC to
foster ongoing relationships and open dialogue.
Project developments are required to have Environmental
Management Plans in place and are consistently monitored
in accordance with Resource Consent conditions.
84
Corporate Governance continued
Principal Business Risks and Key Strategies to Mitigate continued
AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO MITIGATE RISK
FINANCIAL
PERFORMANCE RISK
The risk of financial performance not being
managed to expectations.
As noted under the “construction and development risk”,
Winton has a number of provisions in place to control this
risk, including a delegation policy, an analytical review
process, forecasting, budgeting, and general proactive
management. Winton’s approach to on-sales is conservative
requiring purchasers to provide personal guarantees as
appropriate and ensuring deposits are payable early.
RETIREMENT VILLAGE
OPERATIONAL RISK
Winton will need to develop and implement
new operational strategies to operate a
retirement village and aged care offering
under the Northbrook brand. This includes
hiring appropriate staff and establishing and
maintaining quality and service standards
consistent with market expectations.
Retirement villages will need to be developed
and constructed to high standards to achieve
the appropriate premium brand positioning.
Julian Cook’s expertise as former CEO of one of New
Zealand’s largest retirement village operators Summerset
Group brings the necessary skills and knowledge to
Winton through Julian’s role as Executive Director of
Northbrook. Winton also retains expert external advisers
to advise on registration, statutory obligations and
ongoing compliance, as well as advice on upcoming
changes to relevant legislation
HEALTH, SAFETY AND
WELLBEING OF WINTON
EMPLOYEES, CONTRACTORS
AND STAKEHOLDERS
Risk of not having adequate procedures
in place to identify, manage and report on
the health, safety and wellbeing of Winton
employees, contractors and stakeholders,
both internally and externally.
Winton has a number of procedures in place to ensure
hazards are identified and its health and safety obligations
are met. Winton records near misses and “opportunities
for improvement” at a corporate level as well as through
contractor reporting lines for any incidents on site. These
are minuted at regular site meetings or advised directly
to Winton if appropriate to report outside of site meeting
timing. PCG reporting covers health and safety as a
standing item and independent audits are also undertaken.
Employee wellbeing is top of mind for Winton, and
benefits, monitoring and good work practices form part
of the Health and Safety system. This Master Health and
Safety system is implemented across the business, applying
to all projects, the corporate offices and as appropriate
where we interact with third parties. This programme
has been assessed and embedded with assistance of an
external Health, Safety and Wellbeing expert.
TECHNOLOGY AND
CYBERSECURITY RISK
The risk of Winton’s systems or data becoming
compromised, for example due to a cyberattack,
outage or human error in releasing private data.
Winton’s systems are managed by qualified third parties
and appropriate cybersecurity controls are in place.
Training and reinforcement of process is provided to
employees who have access to private data.
STAFF RETENTION AND
CAPABILITY RISK
In a tight and highly competitive labour market,
Winton is at risk of staff shortages and loss of
institutional knowledge and experience. The risk
is our ability to recruit appropriate replacements
and the loss of knowledge and expertise.
Key areas within Winton’s senior management, development
and Northbrook teams will continue to be monitored closely.
Winton also ensures a strong focus on team engagement
and enhancement and maintains ongoing succession
planning and retention structures within the company.
Winton will continue to undertake regular performance
reviews of employees and directors and benchmark
remuneration packages with the wider market.
Winton has searched international labour markets for
some roles.
WINTON LAND LIMITED ANNUAL REPORT 202385
Corporate Governance continued
Principal Business Risks and Key Strategies to Mitigate continued
AREA OF RISKDESCRIPTION OF RISKKEY STRATEGIES EMPLOYED BY WINTON TO MITIGATE RISK
CONSENTING RISK
Winton’s development activities typically require
it to achieve rezoning or resource consents
to allow development of its masterplanned
communities and projects to be undertaken.
There is a risk that Winton does not achieve the
rezoning or consents required, or the rezoning
or consents are granted on terms which are less
favourable than Winton originally anticipated.
Winton has strong relationships across local and central
governments and with tangāta whenua. While the outcome
of rezoning and consenting decisions remains outside
its direct control, Winton has a proven track record of
achieving the necessary rezoning and consenting to
develop large-scale masterplanned communities.
Consenting risk helps create a barrier to entry which
benefits Winton.
LAND ACQUISITION RISK
Winton’s continued growth is dependent
on its ability to acquire attractive sites for
the development of new masterplanned
communities. The vendors of attractive
sites may choose to either not sell, sell to a
competitor or other third party, or sell at higher
prices than Winton would expect. Change to
legislation is an ongoing risk.
Winton continually evaluates potential new sites and has a
demonstrated record in origination opportunities through
various channels, including direct approaches to landowners,
public sale processes, its network of long-term relationships
across New Zealand and inbound enquiry. Winton has
enshrined provisions in its constitution to enable it to control
shareholding to ensure it does not become an “overseas
person” under the Overseas Investment Act 2005. This
mitigates the risk of many competitors.
General engagement with legal advisors is regular and
ongoing to ensure Winton is informed on potential legislative
or statutory changes, and where appropriate, we submit to
government or relevant authority on such proposed change.
CLIMATE CHANGE RISK
Over the longer term, Winton expects to operate
in a climate that will progressively depart from
the weather conditions and events currently
experienced, to more acute challenges and risks
arising from increasing climate variability and
transitioning to a lower carbon economy. This is
likely to have various impacts on the longer-term
plans and operations of the Winton – specifically
in relation to the design, build and construction
of its Northbrook communities.
Winton will adopt the requirements under the Climate
Related Disclosures requirements to disclose more detail on
the risks and opportunities for its business and how different
global warming scenarios would impact its strategy in FY24.
This will highlight adaption and transitional risks relevant
to Winton and the industry it operates in. Appointment of
permanent Sustainability and External Relations Manager
to ensure Winton understands the requirements and
implications to new regulations.
FUNDING FOR STRATEGIC
GOALS RISK
The risk of not being able to fund strategic
decisions due to reduced balance sheet strength.
Winton continually evaluates its existing position and future
cashflows to prevent cash shortages, securing additional
equity or funding as required. Winton also continues to have
flexibility in its portfolio, allowing it to adjust settlement
dates or slow works as required to help avoid cash holes.
RESOURCE MANAGEMENT
ACT (RMA) RISK
Winton’s largest value uplift in its operations
comes from re-zoning land to residential which
is reliant on the RMA. Changes to the RMA could
have a significant impact on Winton’s business
and profitability.
Winton undergoes thorough planning under guidance of
external consultants prior to acquisition and during the initial
stages of development to reduce risk in relation to RMA
change. General engagement with external consultants and
experts is regular and ongoing to ensure Winton is informed
on potential legislative or statutory changes, and where
appropriate, submits to government or relevant authority on
such proposed change.
86
Corporate Governance continued
Health and Safety
Winton’s internal Health and Safety Committee (with Board oversight) monitors and manages health and safety risk within the
organisation, including through its supplier relationships. Winton adopts a systematic approach to the management of health
and safety risks and has comprehensive health and safety documentation in place. The Company has continued to develop its
health and safety system and as noted in the ESG Section on page 28, a master health and safety system has been refined and
risk register developed for each business unit (across the land and vertical space) in recognition of the diverse nature of Winton’s
business activities. This system requires a strong level of communication and reporting across the design, procurement and
contractor management phase of projects.
The Company encourages active involvement by Directors, senior management, employees and contractors to participate in
improving health and safety within the organisation. Training across all levels of the business has been undertaken and ongoing
training is carried out on a regular basis. As noted in the description of risks in this Principle 6 above, Winton ensures procedures
are in place to identify hazards and record near misses or any incidents at both a corporate level and through our contractors.
No notifiable events to WorkSafe NZ have occurred in respect of Winton’s employees and all of Winton’s contractors on each
respective site are required to fully report all notifiable incidents not only to WorkSafe NZ, but to Winton as part of their extensive
contractual health and safety obligations.
Tax Governance
Winton has implemented a Tax Governance Framework, which sets out the policies and processes in place to manage Winton’s tax
objectives, identification of tax risks, and its tax reporting requirements to the Board. The Tax Governance Framework is reviewed
by the CFO on an annual basis, or when material changes to the tax environment Winton operates in take place. Following each
review, the CFO will report to the AFRC, who will in turn consider any changes or issues that need to be submitted to the Board for
consideration. The Board is satisfied that Winton has effective policies and procedures to effectively manage Winton’s tax risk and
ensure that the Group meets its obligations. Winton continues to seek certainty on tax positions through proactive engagement
with advisors and tax authorities. Overall, Winton adopts a risk-adverse stance on all tax issues, and engages qualified third party
advisors to assist where appropriate.
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
Audit
The Board is committed to ensure auditor independence is maintained, in accordance with strong governance practices and
regulatory requirements. The Company has adopted an Auditor Independence Policy that is administered by the Audit and
Financial Risk Committee.
The Auditor Independence Policy is a reflection of the Company’s belief that the quality of external auditing is critical for the
integrity of financial reporting, and provides an important protection for investors. The Policy addresses Recommendation 7.1 of
the NZX Code and includes procedures for communication with an auditor, approval of an external audit firm, the monitoring of
audit independence, the audit rotation requirements, the circumstances where it may be appropriate for an auditor to provide
non-audit services and the responsibilities of Winton (including in relation to the monitoring of audit performance, value and fees).
Following the decision to rotate external auditors, EY was appointed, and approved by the shareholders at Winton’s 2022 Annual
Shareholders’ Meeting.
EY, as the auditor of the FY23 financial statements, will be invited to attend this year’s Annual Shareholders’ Meeting.
Winton does not have a dedicated internal audit function. In addition to the robust external audit process, Winton’s process
to ensure internal compliance is through constant review, evaluation and improvement of the risk management process and
internal controls.
Principle 8 – Shareholder Rights and Relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them
to engage with the issuer.”
Investor Centre Website
Winton’s Website contains a comprehensive set of investor-related material and data, including market disclosures, media
releases, annual and interim reports, share-price information and copies of the Company Policies. It also contains details of
Directors and employees.
WINTON LAND LIMITED ANNUAL REPORT 202387
Corporate Governance continued
Shareholder Communication
Winton welcomes communication and feedback from shareholders. Winton’s Website provides contact details for shareholder
and investor relations queries, and includes dates and times of shareholder meetings and investor calls. Winton’s process
following each results announcement is to hold an investor call to present the results and to allow investors and other
stakeholders to ask questions.
Shareholders have the option of receiving their communications electronically, including by email, and are actively encouraged
to take up this option.
Notice of Annual Shareholders’ Meetings
The Annual Meeting of Shareholders will again be run as a virtual-only meeting. It is expected to be held on Wednesday,
25 October 2023 at 11.00am (NZDT). The Notice of Meeting will be circulated at least 20 working days before the meeting and
will also be posted on Winton’s Website.
In respect of voting rights, Winton shareholders have one vote per share they hold in Winton, and will have the right to vote on
material or related party transactions in accordance with the NZX Listing Rules.
OTHER DISCLOSURES
Donations
The Company (or subsidiaries) paid a total of $96,000 in donations for the year ended 30 June 2023, including:
• $64,000 to Te Aitanga A Mahaki, in the form of building supplies to be used to help rebuild flood damaged properties in the
Te Karaka, Gisborne community;
• $8,600 to the Mana Tāhuna Charitable Trust to help improve the wellbeing and health of families and individuals in the Tāhuna
Queenstown community; and.
• various donations to the Graeme Dingle Foundation and each of the Hawkes Bay Evergreen Foundation and Matai Charitable
Trust to help with the Gisborne and East Coast flood relief.
Dividends
The following dividends have been paid by the Company in the past two financial years:
DATE PAIDCENTS PER SHARETOTAL PAID FY23
$000’S
TOTAL PAID FY22
$000’S
14 SEPTEMBER 2022
1.073,174-
15 MARCH 2023
2.066,110-
TOTAL DIVIDENDS PER STATEMENT OF CHANGES IN EQUITY
9,284-
NZX Waivers
The following waivers from the NZX Listing Rules were either granted and published by NZX within, or relied upon by the
Company during, FY23:
• NZ RegCo approval under NZX Listing Rule 8.1.6 to include provisions in the Company’s constitution which allow the Board to
restrict the transfer of Winton’s securities to ‘overseas persons’ as defined in the Overseas Investment Act 2005 and to require
certain documentation and/or information in relation to a proposed transfer or transferee of Winton’s securities, and
• a waiver from NZX Listing Rule 8.1.5, to the extent that rule would otherwise prevent Winton from suspending the voting rights
attaching to securities in accordance with the process set out in the Company’s constitution.
The conditions to these approvals and waiver are that Winton is given a non-standard (NS) designation, in terms of its listing on
the NZX Main Board. An outline and Explanation of the Effects document is available at Winton’s Website.
ASX Waivers
ASX also granted a waiver from ASX Listing Rules 8.10 to 8.11, to the extent necessary to permit Winton’s constitution to contain
the provisions outlined above that restrict certain transfers to “overseas persons” and suspect voting rights in relation to the same.
Disciplinary action taken by NZX, ASX or FMA during FY23
Nil.
88
Corporate Governance continued
INVESTOR STATISTICS
20 Largest Registered Shareholders as at 30 June 2023
RANKHOLDER NAMENO. OF SHARES% OF SHARES
1.
Korama Limited163,329,44855.06
2.
Perpetual Corporate Trust Limited
1
51,453,56417.35
3.
Wanaka Partners, LLC28,683,0009.67
4.
JWA J Limited20,972,4187.07
5.
0to60 Nominee Limited5,145,3561.73
6.
Peter Karl Christopher Huljich & John Hamish Bonshaw Irving3,563,2691.20
7.
Christopher Peter Huljich & Constance Maria Huljich
& Elizabeth Ferguson Anne
2,967,2941.00
8.
HWM (NZ) Holdings Limited2,091,0250.70
9.
FNZ Custodians Limited1,725,6320.58
10.
Kiowa 2018 Corporate Trustee Company Limited1,286,3390.43
11.
Motutapu Investments Limited1,286,3390.43
12.
Forsyth Barr Custodians Limited948,2290.32
13.
Jason Timothy Kilgour & Vaughan Charles Atkin711,4050.24
14.
Accident Compensation Corporation2656,2710.22
15.
HSBC Nominees (New Zealand) Limited2582,6270.20
16.
Joseph Davenport & Shelley Davenport514,5350.17
1 7.
Colin Ian Crombie & Heather Joy Hallam514,5350.17
18.
Leveraged Equities Finance Limited504,7000.17
19.
Forsyth Barr Custodians Limited483,0000.16
20.
Evenhall Pty Limited385,9010.13
TOTAL SHARES HELD BY TOP 20 SHAREHOLDERS
287,620,21596.94
Balance of Shares8,993,5213.06
TOTAL OF ISSUED SHARES
296,613,736100.00
1. Perpetual Corporate Trust Limited is the custodian for the TC Akarua Sub Trust. Macquarie Real Estate Management (Australia) is the manager of TC Akarua 2 Pty Limited,
who is the trustee of the TC Akarua Sub Trust.
2. Shares held through the New Zealand Central Securities Depository Limited.
Distribution of Shareholders
The distribution of the ordinary shares and registered shareholdings as at 30 June 2023 is set out in the following table:
ORDINARY SHARESNUMBER OF
SHAREHOLDERS
SHAREHOLDERS %NUMBER OF SHARESSHARE %
1 TO 1,000
10219.6254,6440.02
1,001 TO 5,000
17333.27468,8780.16
5,001 TO 10,000
8816.92678,1170.23
10,001 TO 50,000
9518.272,166,1690.73
50,001 TO 100,000
203.851,364,4770.46
100,001 AND OVER
428.07291,881,45198.40
TOTAL
520100.00296,613,736100.00
WINTON LAND LIMITED ANNUAL REPORT 202389
Corporate Governance continued
Geographical Spread of Shareholders
The geographical spread of the ordinary shares and registered shareholdings as at 30 June 2023 is set out in the following table:
ORDINARY SHARESNUMBER OF
SHAREHOLDERS
SHAREHOLDERS %NUMBER OF SHARESSHARE %
AUCKLAND & NORTHERN REGION
16932.50199,030,91867.1 0
WELLINGTON & CENTRAL DISTRICTS
8416.154,786,6861.61
NELSON, MARLBOROUGH & CHRISTCHURCH
6512.50484,5000.16
DUNEDIN & SOUTHLAND
519.812,070,7300.70
HAMILTON & SURROUNDING DISTRICTS
6913.271,098,0720.37
OVERSEAS
8215.7789,142,83030.06
TOTAL
520 100.00296,613,736 100.00
Substantial Product Holders
The persons, who, for the purposes of section 293 of the Financial Markets Conduct Act 2013, were substantial product holders in
the Company as at 30 June 2023 are as set out in the following table:
SUBSTANTIAL PRODUCT HOLDERNUMBER OF
SHARES WHEN
NOTICE WAS FILED
% OF SHARES
HELD AT DATE OF
NOTICE
KORAMA LIMITED
163,329,44855.06
TC AKARUA SUB TRUST
51,453,56417.35
WANAKA PARTNERS, LLC
28,683,0009.67
JWAJ LIMITED
20,972,4187.07
The total number of voting securities on issue as at 30 June 2023 was 296,613,736.
DIRECTORS’ STATEMENT
The Board is responsible for preparing the Annual Report. This report is dated 22 August 2023 and is signed on behalf of the Board
of Winton Land Limited by Chris Meehan, Chair and Anna Molloy, Director.
Chris Meehan
Chair
Anna Molloy
Director
90
Corporate Governance continued
GLOSSARY
ASIC means the Australian Securities and Investments Commission.
ASX means the Australian Stock Exchange.
Board means the Board of Directors of Winton Land Limited.
Director means a current director of the Board.
Northbrook means Winton’s luxury later living brand.
NZ RegCo means NZX Regulation Limited.
NZX means the New Zealand Stock Exchange.
Winton and/or Company means Winton Land Limited, and where applicable, includes all subsidiaries of Winton Land Limited.
Winton’s Website means www.winton.nz/investorcentre/.
WINTON LAND LIMITED ANNUAL REPORT 202391
Directory
Company
Winton Land Limited
NZCN 6310507
ARBN 655 601 568
Board of Directors
Chris Meehan, Chair
Michaela Meehan
David Liptak
Julian Cook
Anna Molloy
Glen Tupuhi
Steven Joyce
James Kemp
Jelte Bakker (alternate for James Kemp)
Senior Management Team
Chris Meehan, Chief Executive Officer
Simon Ash, Chief Operating Officer
Jean McMahon, Chief Financial Officer
Justine Hollows, General Manager Corporate Services
Duncan Elley, General Manager Project Delivery
Company Secretary
Justine Hollows
Registered Office
New Zealand:
Level 4, 10 Viaduct Harbour Avenue
Auckland 1010
New Zealand
Australia:
c/- Mills Oakley
Level 7, 151 Clarence Street
Sydney, NSW 2000
Australia
Mailing Address and Contact Details
P O Box 105526
Auckland 1143
New Zealand
Telephone: +64 9 377 7003
Website: www.winton.nz
Auditor
Ernst & Young
2 Takutai Square
Auckland 1010
New Zealand
Legal Advisors
New Zealand:
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Australia:
Mills Oakley
Level 7, 151 Clarence Street
Sydney, NSW 2000
Australia
Share Registry
Winton’s share register is maintained by Link Market
Services Limited. Link is your first point of contact for any
queries regarding your investment in Winton. You can view
your investment, indicate your preference for electronic
communications, access and update your details and view
information relating to dividends and transaction history
at any time by visiting the Link Investor Centre at the
addresses noted below.
Registry
New Zealand:
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Telephone: +64 9 375 5998
Email: enquiries@linkmarketservices.co.nz
Website: www.linkmarketservices.co.nz
Australia:
Link Market Services Limited
Level 12, 680 George Street
Sydney, NSW 2000
Australia
Telephone: +61 1300 554 474
Email: enquiries@linkmarketservices.com.au
Website: www.linkmarketservices.com.au
Investors
investors@winton.nz
92
NORTHLAKE
WANAKA
WINTON LAND LIMITED ANNUAL REPORT 202393
WINTON.NZ
NORTHBROOK
WYNYARD QUARTER
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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