Marlin Global 2023 Annual Report
ANNUAL REPORT
30 JUNE
2023
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
l
2
03About Marlin
06Directors’ Overview
10Manager’s Report
18The STEEPP Process
20Marlin Portfolio Companies
28Board of Directors
29Corporate Governance Statement
37Directors’ Statement of Responsibility
38Financial Statements
57Independent Auditor’s Report
61Shareholder Information
63Statutory Information
66Directory
CONTENTS
Andy Coupe / Chair Carol Campbell / Director
This report is dated 14 September 2023 and is
signed on behalf of the board of Marlin Global
Limited by Andy Coupe, Chair, and Carol
Campbell, Director.
CALENDAR
Next Dividend Payable
22 September 2023
Annual Shareholders’
Meeting, Ellerslie Event
Centre, Auckland 10:30am
3 November 2023
Interim Period End (1H24)
31 December 2023
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ABOUT MARLIN GLOBAL
INVESTMENT OBJECTIVES
INVESTMENT APPROACH
Marlin Global Limited (“Marlin” or “the Company”) is a listed investment company
that invests in quality, growing companies based outside New Zealand and
Australia. The Marlin portfolio is managed by Fisher Funds Management Limited
(“Fisher Funds” or “the Manager”), a specialist investment manager with a track
record of successfully investing in quality, growth companies. Marlin listed on NZX
Main Board on 1 November 2007 and may invest in companies that are listed on
any approved stock exchange (excluding New Zealand or Australia) or unlisted
companies not incorporated in New Zealand or Australia.
The investment philosophy of Marlin is summarised by the following broad principles:
• invest as a medium to long-term investor exiting only on the basis of a fundamental
change in the original investment case;
• invest in companies that have a proven track record of growing profitability; and
• construct a diversified portfolio of investments, based on the ‘STEEPP’ investment
criteria (see pages 18 and 19).
The key investment objectives of Marlin are to:
• achieve a high real rate of return, comprising both income and capital growth,
within risk parameters acceptable to the directors; and
• provide access to a diversified portfolio of international quality, growth stocks
through a single tax efficient investment vehicle.
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DIVIDENDS paid during the year ended 30 June 2023 (cents per share)
DIVIDENDS PAID
7.11cps (2022: 9.68cps)
23 SEPTEMBER 2022
16 DECEMBER 2022
24 MARCH 2023
23 JUNE 2023
1.85
cps
1.85
cps
1.66
cps
1.75
cps
AT A GLANCE
For the 12 months ended 30 June 2023
Net profit
$
23.6m
As at 30 June 2023
Share price
$
0.92
Gross
performance
return
16.4
%
NAV per share
$
0.93
Total
shareholder
return
-11.1
%
Adjusted NAV
return
13.8
%
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LARGEST INVESTMENTS
As at 30 June 2023
As at 30 June 2023
SECTOR SPLIT
Alphabet
7
%
Amazon
9
%
Meta
Platforms
6
%
Icon
7
%
Microsoft
Corporation
5
%
Healthcare 24%
Consumer Discretionary 21%
Communication Services 20%
Information Technology 16%
Financials 7%
Consumer Staples 7%
Cash and FFX 5%
As at 30 June 2023
GEOGRAPHICAL SPLIT
North America 78%
West Europe 11%
Asia 6%
Cash & FFX 5%
These are the five largest percentage holdings in the Marlin portfolio
1
. The full Marlin portfolio and percentage holding data
as at 30 June 2023 can be found on page 17.
1
Percentage holdings have been rounded to the nearest 1%.
Andy Coupe
Chair
DIRECTORS’ OVERVIEW
Marlin has ended the
30 June 2023 year
with a net profit, after
expenses, fees and
tax, of $23.6m.
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It has been another challenging year for international
investment markets. Global inflationary concerns,
rising interest rates, and general economic
uncertainty have dominated market sentiment.
This backdrop, together with the banking liquidity
crisis in the United States in March 2023 and
recessionary concerns, have further weakened
investor confidence and seen on-going share market
volatility.
Nevertheless, against this backdrop the Manager
has successfully turned around a half year loss of
$11.6m (as at 31 December 2022) to end the 30 June
2023 financial year with a $23.6m net profit. While
the Adjusted NAV return
2
was up 13.8%, the Total
Shareholder Return
1
was unfortunately down -11.1% ,
reflecting the lower share price over the year. The Gross
Performance Return
3
of 16.4% was just ahead of the
Company’s benchmark index
4
, which was up 15.3%.
The board is therefore encouraged that, despite the
difficult international equity environment, the majority of
the companies within the Marlin portfolio are delivering
solid earnings. This underlying business performance
provides the board confidence in the investment
strategy and the medium-term resilience of the portfolio,
as evidenced by the portfolio outperforming the
company’s benchmark index over each of the last 5 and
10 years.
As we often see during periods of macro-economic
change, equity markets are driven more by sentiment
towards short-term events and earnings risk, rather
than longer-term fundamentals, which accentuate
share market volatility. The Manager believes that the
disconnect between the near-term international equity
sentiment and the underlying strong fundamentals
of growth stocks, like those in the Marlin portfolio, is
seeing stocks priced with less consideration for the
high-quality earning profiles of the businesses and
their robust growth runways.
Revenues and Expenses
The 2023 result comprised gains on investments of
$26.9m, dividend, interest, and other income of $0.7m,
less operating expenses and tax of $4.0m. Overall
operating expenses and tax were $2.1m higher than
the prior year principally due to:
a) higher management fees in the current year verses
the prior year when a management fee rebate
5
of
$1.1m occurred due to underperformance against
the S&P/NZX Bank Bill 90 Day Index, and
b) a tax benefit versus a tax expense in the current
ye a r.
Dividends
The directors recognise that the regularity of the tax-
effective quarterly dividends is important for many
shareholders and have maintained the Company’s
distribution policy of 2% of NAV per quarter. Over the
12-month period to 30 June 2023, Marlin paid 7.11
cents per share in dividends. The next dividend will be
1.82 cents per share, payable on 22 September 2023
with a record date of 7 September 2023.
Marlin has a dividend reinvestment plan which provides
ordinary shareholders with the option to reinvest all or
part of any cash dividends in fully paid ordinary shares.
Full details of the dividend reinvestment plan
6
can be
found in the Marlin Dividend Reinvestment Plan Offer
Document, a copy of which is available at
marlin.co.nz/investor-centre/capital-management-
strategies.
Warrants
On 3 November 2022, 50.5m new warrants were
allotted. One new warrant was issued to eligible
shareholders for every four shares held on the record
date (2 November 2022). The warrants are exercisable
on 10 November 2023 at $0.99 per warrant, adjusted
down for dividends declared during the period
commencing from the allotment of the warrants, up to
the announcement of the 10 November 2023 exercise
price.
1
Total shareholder return − the return combines the share price performance, the warrant price performance, the net value of converting any
warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the Company’s dividend reinvestment
plan, and that shareholders exercise their warrants, (if they were in the money), at warrant expiry date.
2
The adjusted net asset value return is the underlying performance of the investment portfolio adjusted for dividends, (and other capital
management initiatives) and after expenses, fees and tax.
3
Gross performance return – the Manager’s portfolio performance in terms of stock selection & currency hedging before expenses, fees and tax.
It is an appropriate return measure for assessing the Manager’s performance against an index or benchmark.
4
The benchmark index is the S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZ$).
5
The management fee reduces by 0.10% for each 1.0% pa that the gross return (expressed as a percentage of the gross asset value at the
beginning of the financial year) achieved on the portfolio, is less than the change in the S&P/NZX Bank Bill 90 Day Index over the year, down to a
minimum management fee of 0.75%pa.
6
Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Marlin or Computershare Investor Services
Limited.
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DIRECTORS' OVERVIEW CONTINUED
Company Performance
For the year ended 30 June202320222021202020195 years
(annualised)
Total Shareholder Return-11.1%-27.6%88.5%21.5%15.5%11. 2 %
Adjusted NAV Return13.8%-25.6%40.3%16.6%6.8%8.2%
Dividend Return
1
7. 3 %7. 0 %6.9%8.3%8.9%
Net Profit/(Loss) $23.6m($60.4m)$69.2m$22.6m$8.4m
Basic Earnings per Share11.63cps-31.34cps39.55cps15 .18 c p s6.68cps
OPEX Ratio1.7%1.1%3 .1%2.9%1.9%
OPEX Ratio (before performance fee)1.7%1.1%1.7%1.9%1.9%
As at 30 June20232022202120202019
NAV (as per financial statements)$0.93$0.89$1.28$1.03$0.96
Adjusted NAV$2.95$2.60$3.49$2.49$ 2.13
Share Price$0.92$1.12$1.6 0$0.98$0.90
Warrant Price$0.01-$0.26$ 0 .10-
Share Price Discount/(Premium) to NAV
2
1.1%(25.8%)(30.5%)2.9%6.2%
Share Buybacks
The Share Buyback programme
7
is another part of
Marlin’s capital management programme. Share
buybacks only occur when the share price discount to
NAV
8
exceeds 6%. During the 12 months to 30 June
2023, there were therefore no buybacks (FY22: Nil).
Management Agreement Renewal
On 22 August 2022, the board announced that the
Management Agreement would be renewed for a
further term of five years to 31 October 2027. This
decision was made after a comprehensive review of
the performance by the Manager of its obligations
under the Management Agreement relating to
investment performance and the provision of
administrative and corporate services since 2017.
Annual Shareholders’ Meeting
The 2023 annual meeting will be held on Friday 3
November at 10:30am at the Ellerslie Event Centre in
Auckland and online. All shareholders are encouraged
to attend, with those who are unable to attend either
form of the meeting invited to cast their vote on the
Company’s resolutions prior to the meeting.
Conclusion
The 2023 financial year has been another challenging
period for Marlin. Central banks, like the Federal
Reserve, are trying to tame persistently high inflation
by increasing interest rates and recessionary fears
are ever-present, which is certainly not a favourable
backdrop for global equities. Market conditions like
these continue to reinforce the Manager’s strategy of
focusing on well-managed, quality businesses, whose
sustainable competitive advantages enable them to
adapt and respond to an ever-changing environment
over the medium to long term.
We would like to thank you for your continued support
and look forward to seeing many of you at our annual
meeting on 3 November.
On behalf of the board,
Andy Coupe, Chair
Marlin Global Limited
14 September 2023
7
Shares purchased under the buyback programme are held as treasury stock and subsequently reissued to shareholders under the dividend
reinvestment plan.
8
The NAV per share represents the market value of the total assets of Marlin (investments and cash) less any liabilities (expenses and tax), divided
by the number of shares on issue.
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Total Shareholder Return
Non-GAAP Financial Information
Marlin uses the following non-GAAP measures:
• adjusted net asset value – the underlying value of the investment portfolio adjusted for dividends (and other
capital management initiatives) and after expenses, fees, and tax;
• adjusted NAV return – the percentage change in the adjusted net asset value;
• gross performance return – the Manager’s portfolio performance in terms of stock selection and currency
hedging, before expenses, fees, and tax;
• total shareholder return – the return combines the share price performance, the warrant price performance,
the net value of converting any warrants into shares, and the dividends paid to shareholders. It assumes all
dividends are reinvested in the Company’s dividend reinvestment plan, and that shareholders exercise their
warrants (if they were in the money) at warrant expiry date;
• OPEX ratio – the percentage of Marlin’s assets used to cover operating expenses excluding tax and brokerage;
and
• dividend return – how much Marlin pays out in dividends each year relative to its average share price over the
period. (Dividends paid by Marlin may include dividends received, interest income, investment gains, and/or
return of capital.)
All references to the above measures in this Annual Report are to such non-GAAP measures. The calculations
applied to non-GAAP measures are described in the Marlin Non-GAAP Financial Information Policy. A copy of the
policy is available at marlin.co.nz/about-marlin/marlin-policies.
Portfolio Performance
For the year ended 30 June202320222021202020195 years
(annualised)
Gross Performance Return16.4%-24.9%46.7%19.8%10 .1%11.1%
Benchmark Index
3
15.3%-12.8%3 7. 8 %0.04%2.1%7. 2 %
Performance Fee Hurdle
4
9 .1%5.8%5.3%6.2%7. 0 %
NB: All returns have been reviewed by an independent actuary.
1
Marlin’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year.
(The dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied.)
2
Share price discount/(premium) to NAV (including warrant price on a pro-rated basis).
3
Index: S&P Large Mid Cap/S&P Small Cap Index (hedged 50% to NZ$). Returns shown gross in NZ$ terms.
4
The performance fee hurdle is the Benchmark Rate (change in NZ 90 Day Bank Bill Index +5%).
Share Price/Total Shareholder Return
$5.00
$4.00
$3.00
$2.00
$1.00
$0.00
Share Price Total Shareholder Return
Nov
2007
Nov
2011
Nov
2013
Nov
2014
Nov
2015
Nov
2008
Nov
2009
Nov
2010
Nov
2016
Nov
2020
Nov
2012
Nov
2022
Nov
2017
Nov
2018
Nov
2019
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“Marlin has had a
much better second
half and an overall
solid performance.”
Sam Dickie
Senior Portfolio Manager
MANAGER’S REPORT
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The first half of Marlin’s financial year was still impacted
by COVID-19 aftershocks. Central bank actions to
contain the high inflation stemming from COVID-19
continued to drive global equity markets lower.
Financial markets like stability, but instead there were
rapid changes in key economic variables like inflation
and interest rates.
Global inflation peaked after the sharpest rise in 40
years, with US inflation hitting 9% last year before
declining to 3% currently. Interest rates have also
stabilised after the sharpest increases in 40 years. The
US Federal Reserve looks to have paused its interest
rate hiking cycle currently.
The biggest surprise this year has been that global
economic growth has remained robust, despite rapidly
rising interest rates. Most market participants were
expecting a recession this year, with few economists
thinking the Federal Reserve could tame inflation
without harming the labour market and economy.
However, the US has created almost 2 million jobs this
year alone – and it is very hard to have a recession
when unemployment is near 60-year lows.
Chart 1: Inflation fears receding
Chart 2: Solid employment ...
What a difference nine months makes. A peak in inflation, stabilising interest rates, robust US
economic growth, and a recovery in corporate earnings has shifted sentiment significantly
and driven a 25% rally in the MSCI World since the October 2022 lows. Against this backdrop,
Marlin has had a much better second half and an overall solid performance, slightly ahead of our
benchmark for the year.
Chart 3: ... and recession fears receding
The steady drop in inflation, stabilisation in interest
rates, and a resilient economic backdrop have allowed
fundamentals to reassert themselves, driving a strong
rally in markets during the second half of the year.
Chart 4 below shows that global markets were down
almost 10% at one stage during the Marlin financial
year, but the MSCI World rallied 25% from those
October lows. What a difference nine months makes.
Chart 4: Strong rally in markets as fundamentals
reasserted themselves
11%
9%
7%
5%
3%
1%
-1%
Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-19 Jul-20 Jul-21 Jul-22
US-CPI%
Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-18 Jul-19 Jul-20 Jul-21 Jul-22 Jul-23
16%
14%
12%
10%
8%
6%
4%
2%
0%
US Unemployment
10%
5%
0%
-5%
Dec-20
Mar-21
Jun-21
Sep-21
Dec-21
Mar-22
Jun-22
Sep-22
Dec-22
Mar-23
Jun-23
US GDP quarter on quarter %
3100
3000
2900
2800
2700
2600
2500
2400
2300
2200
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
May-23
Jun-23
-7. 2%
+25.3%
MSCI World Index
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MANAGER’S REPORT CONTINUED
This rally in markets drove a significantly better second
half for Marlin, +23.2% gross performance, well ahead
of the benchmark at +12.8%. For the year, Marlin ended
up with gross performance of +16.4%, around 1%
ahead of its benchmark. Over the last five years the
Marlin portfolio has delivered a gross return of +11.1%
pa, compared with the market benchmark which has
returned +7.2% pa.
Chart 5: Marlin annualised returns: Gross
Performance return vs Global Benchmark return (to
30 June)
Technology (tech) companies faced the perfect storm
last year. They experienced an unwinding of the higher
demand and sales brought about by COVID-19, and
had to grapple with the larger operating business
costs that had been incurred servicing the abnormal
COVID-19 demand. In addition to which, growth stocks
tend to be disproportionately impacted by rising interest
rates.
The tech rally came on the back of beaten down
stock prices, a strong earnings recovery, and the
excitement around artificial intelligence (AI). Many of
these companies started to right-size their cost bases
in 2022, which combined with re-accelerating revenue
growth, has driven earnings expectations higher.
Salesforce, for example, has seen market analysts lift
their earnings forecast expectations by circa 50% so far
this year.
While the S&P500 is up circa 15% so far in the 2023
calendar year, this has been driven by just a handful of
companies. Stripping out the performance of the seven
largest tech titans (Meta, Apple, Alphabet, Microsoft,
Nvidia, Amazon, and Tesla), the S&P 500 would only be
up circa 5% this calendar year.
Despite this rally in big technology companies,
valuations for many of these companies still look
reasonable. Apart from Apple, Nvidia, and to a lesser
extent Microsoft, all of the largest US technology
companies are trading at valuation levels in-line with or
below pre-COVID-19 levels.
The same can be said for the other 493 stocks in the
index. So, valuations still appear reasonable, despite
the significant rebound in markets.
Chart 7: Big tech leading the market, valuations still
reasonable
1
Gross performance return – the Manager’s portfolio performance in terms of stock selection and currency hedging before
expenses, fees, and tax.
18%
16%
14%
12%
10%
8%
6%
4%
2%
0%
3 years
(annualised)
12 Months5 years
(annualised)
Since
inception
(annualised)
Marlin Gross Performance
1
Global Benchmark
16%
15%
9%
12%
11%
7%
11%
8%
50%
40%
30%
20%
10%
0%
-10%
-20%
-30%
-40%
‘73
‘75
‘77
‘79
‘81
‘83
‘85
‘87
‘89
‘91
‘93
‘95
‘97
‘99
‘01
‘03
‘05
‘07
‘09
‘11
‘13
‘15
‘17
‘19
‘21
‘23
Nasdaq H1 Return
170
160
150
140
130
120
110
100
90
Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23
META, AMZN, AAPL,
MSFT, GOOGL, TSLA
and NVDA
S&P500
Remaining 493 companies
+60%
+15%
+3%
Indexed Performance
Strong rebound in big tech driven by earnings.
Valuations are still reasonable
Technology shares (as measured by the US Nasdaq
Index) were up circa 40% for the six months to June 30,
2023. That is the best start to the year in over 40 years.
Chart 6: Strongest tech rally in 40 years
Cumulative return (indexed to 100)
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Performance highlights and lowlights
Positive contributors
The top performers in the Marlin portfolio were Meta,
Netflix, Floor & Décor, Boston Scientific, and Amazon,
which bounced back after a tough 2022.
Meta (+78%), like most US big tech companies, had
a torrid first six months of the Marlin year and a much
better second half. The first half weakness was driven
by higher costs to service the surge in demand we saw
during COVID-19, just as that demand waned. With
its share price suffering, Meta got the message from
the market and reversed course on expense growth in
late 2022, when CEO and founder Mark Zuckerberg
announced the layoff of 13% of Meta’s employees. A
further 11% headcount reduction was announced in
March 2023. In addition to lowering costs, these actions
were intended to drive more nimble, efficient decision
making. Meanwhile, Meta has been investing heavily in AI
and advertising technology which is helping drive strong
engagement trends (users opening their Meta apps
more frequently and for longer) and a re-acceleration in
revenue. Most recently, AI recommendations drove a
+7% increase in overall Facebook user engagement, and
almost all of Meta’s advertisers use at least one of its AI-
driven ad offerings. Meta also continues to invest heavily
in the Metaverse, albeit this currently has no clear return
on investment. We are monitoring this closely. That said,
80% of Meta’s spending is on its core Family of Apps
business which generates attractive margins and free
cash flow. Ongoing cost discipline in this core business
will further improve core ‘Family of Apps’ margin and
cash flow profile.
Netflix (+152%) benefitted from a demand surge during
the pandemic when the population turned to indoor
entertainment, where fiscal stimulus and subsidies
allowed users to pay for that entertainment, including
streaming services. Unfortunately, the end of pandemic
restrictions and subsidies, and rampant streaming
competition, drove Netflix subscriber growth to turn
negative for the first time in a decade. Markets took
this as a negative sign for Netflix’s long-term growth
runway and punished its share price accordingly.
Netflix management was quick to respond, cutting
costs and working to monetise their user base more
effectively with initiatives like paid account sharing and
an ad-supported membership tier. Additionally, with the
benefit of hindsight, macro conditions were on Netflix’s
side. Netflix made $5.6bn operating profit in 2022,
vs. its streaming competitors which are estimated
to have incurred over $10bn in operating losses. As
2022 progressed into 2023, interest rate hikes and
looming macroeconomic slowdown made profitability
the top priority for Netflix’s competitors who hiked
prices and cut spend on content production. Netflix, in
contrast to its competitors, has rolled out paid sharing
and ad-supported membership options which are
cheaper than its formerly cheapest Basic Plan, while
maintaining its ability to spend substantial amounts on
content. We think these factors help improve Netflix’s
value proposition to consumers and expect them to
drive robust free cash flow growth in the long term by
a) monetising non-paying Netflix users (estimated at
100m households globally), b) attracting new users who
previously may have considered Netflix too expensive,
and c) reducing membership churn. Netflix is now up
circa 150% from its lows.
Floor & Décor (+65%) had a strong year. A long growth
runway, an overly negative consensus, and the ability
to prosper at the expense of competitors in a downturn
gave us confidence to continue to invest during a
housing downturn in December. Floor & Décor is a
leading specialty retailer in the hard surface flooring
market, with a focus on offering high-quality products
at affordable prices. Floor & Décor operates in a
fragmented and large market for hard surface flooring,
estimated to be around $40-$50bn. Compared to
$4.3bn of Floor & Décor revenue, the company’s current
market share is only about 10-11%, providing significant
opportunities for the company to capture additional
market share. To do this, Floor & Décor is expanding
its store base in the US, with a goal of opening around
30+ new stores per year. As of the end of 2022, Floor
& Decor operated 191 stores in the US, and we think
there is room for at least 400 stores in the long term. The
company’s expansion plans are supported by favourable
store economics, strong store-level performance,
and a long-term trend of consumers preferring hard
flooring over carpet. More recently we have lowered our
weighting after the strong share price performance and
concerns about a slower cyclical environment.
Boston Scientific (+45%) is a manufacturer of
innovative medical devices used to treat a range of
medical conditions from heart disease to neurological
disorders. The company is well positioned with market-
leading positions in several fast-growing medical
device markets and a strong pipeline of new products
supporting its above-market growth rate. However,
Boston faced several headwinds in 2021 and into early
2022, with nursing shortages and patient hesitancy
hampering the recovery in procedure volumes post-
COVID-19, and global supply chain challenges and
higher freight costs negatively impacting margins. In
the last 12 months, these headwinds have eased with
patients returning to hospitals for medical procedures.
This, coupled with the strong pipeline of new products,
drove an acceleration in Boston Scientific’s revenue
MARLIN GLOBAL LIMITED
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MANAGER’S REPORT CONTINUED
growth from 6% last year to 14% this year. We expect
the company to sustain its above-market growth rate
as the company continues its cadence of new product
launches in the coming years.
Amazon (+23%) had a volatile start to the year and
we used that as an opportunity to add materially to
our position. Amazon’s cloud computing business,
Amazon Web Service (AWS), faced headwinds in the
last year driven by tightening information technology
(IT) budgets and customers rationalising spend. We
think these headwinds are abating and AWS’ growth
should re-accelerate in the coming years as the
structural trend toward cloud computing continues.
Over the past two years, Amazon has made major
investments in its logistics infrastructure to support
its retail business. This will begin to pay off from now
on as the company grows into the expanded footprint
with limited additional investment, and profit margins
will increase. Amazon’s advertising business has been
a star performer in the 2023 calendar year. It has
grown by more than 20%, with very high underlying
margins. There is a long growth runway ahead for
Amazon’s advertising business as they continue
penetrating the merchant base. Since the end of
the Marlin year, AWS has stabilised and started to
reaccelerate, the incremental profitability in the retail
business is kicking in and the advertising business
goes from strength to strength.
Chart 8: Amazon: earnings inflection
Detractors from performance
The biggest detractors from portfolio performance
were our US bank holdings which we discuss in
detail below in the exit section. Outside of those,
Dollar General had a tougher year, unwinding its
outperformance of last year. PayPal and Alibaba also
underperformed.
The US’s largest discount retailer Dollar General
(-30%) had a tough year after being a defensive
outperformer last year. The share price declined on
the back of disappointing results where the company
lowered full-year earnings guidance. Concerns have
centred around increased competition (from Walmart
and Family Dollar) and potential underinvestment
in labour. Dollar General disclosed US$100m of
additional labour spend. Our view is that the US$100m
investment in increased labour hours may rise.
However, there will be a payback on this investment,
and we think the market had already priced in a
more adverse outcome than US$100m. Importantly,
Dollar General’s strong customer value proposition –
competitive prices, and 19,000 stores located within a
convenient distance of most US consumers – remains
intact. We have been adding to our position recently.
Alibaba (-27%) performed in line with a sluggish
China stock market. The country was late coming out
of lockdowns and the expected economic recovery
has been slow to materialise. Economic headwinds
aside – the company has not been standing still. It
has streamlined the business, reducing its workforce
by around 10% as it focuses on its core e-commerce
businesses. The company also announced that it
would be restructuring its business into six separate
business units in the third quarter and will explore
listings or fundraisings for all of them apart from
the core e-commerce platform. This was received
positively by the market as the value of businesses
such as Alibaba Cloud and Cainiao Logistics was
not being reflected in the current share price. This
should also allow these smaller businesses to be more
focused and nimble outside of the larger corporate
structure. Despite that, we have reduced our position
during the year to make way for more attractive
opportunities.
We trimmed our weighting in PayPal (-4%) materially
during the year. We continue to like PayPal’s scale
moat which has a market-leading 400m customer
accounts and 35m merchant accounts. However,
its other competitive advantages such as superior
security and faster checkout are being competed
away by large companies such as Apple and Shopify.
This has driven down transaction margins faster than
2018
2019
2020
2021
2022
2023E
2024E
2025E
2026E
2027E
2028E
AMZN Free Cashflow
$230,000
$180,000
$130,000
$80,000
$30,000
-$20,000
MARLIN GLOBAL LIMITED
ANNUAL REPORT
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expected. The company continues to search for a
new CEO and CFO as the current CEO is retiring
and the CFO resigned due to health concerns. In the
meantime, the company is doing a good job right
sizing the cost base to expand operating margins
and updating its technology platform to reaccelerate
product development.
Portfolio additions and exits
We have made several changes to the Marlin portfolio
in the last six to nine months.
Overall, we believe these changes improve the quality
of the portfolio and position the portfolio well.
New portfolio additions
Danaher is a leading player in the Lifesciences and
Diagnostics industries. It provides its customers
with the cutting-edge tools to help them to diagnose
disease and discover and manufacture new drug
therapies to treat those diseases. An aging population
and growing healthcare spend is driving the need for
increased innovation in the diagnosis and treatment
of chronic diseases such as cancer and Alzheimers.
With its leading portfolio of products and solutions,
Danaher is well positioned to benefit from this ongoing
investment in healthcare innovation. At the core of
Danaher’s successful long-term track-record is the
well-renowned culture of continuous improvement
and investment, otherwise known as the Danaher
Business Systems (DBS). DBS allows the company
to continually reduce unnecessary processes and
costs, with savings reinvested back into the business
to drive both increased product innovation and a better
customer experience. We expect Danaher to continue
growing its market share as it becomes an increasingly
essential partner to pharmaceutical and biotechnology
companies that are creating innovative new treatments
for chronic disease.
MSCI is a leading provider of indices, benchmarks,
index data, and analytics tools for the financial industry,
and is particularly known for its global and emerging
market indices. Customers use the company’s indices
to define the investment universe for their products,
benchmark their performance, and construct
exchange traded funds (ETFs) that track an existing
index or thematic. MSCI’s analytics software and tools
give customers insights into their asset allocation,
portfolio construction, and risk management decisions.
MSCI’s Environmental, Social, and Governance
(ESG) & Climate business is a global leader, providing
customers with ESG & climate data, analysis, and
ratings on corporates and entities to help customers
assess the risk of these various factors. The company
serves over 6.6k clients in 95 countries. There are
$13.7tn of assets that are managed in accordance with
MSCI benchmark indices. MSCI is the most innovative
index provider, and its wide moat is driven by its strong
brand, scale, switching costs and network effects
which all result in high customer retention rates. The
index industry structure is attractive and dominated by
three companies, each known for a certain segment of
the market, limiting competition between the firms.
UnitedHealth Group was originally a health insurance
company but has since expanded to become the
leading healthcare services company in the US.
In addition to insurance, it is one of the largest
providers of healthcare, serving over 100 million
patients through its network of local medical groups
and outpatient facilities. UnitedHealth is now the
largest employer of doctors in the US, with around
5% of all physicians employed or contracted by the
business. The company continues to build out its
services to touch all aspects of healthcare including
pharmacy, technology services and behavioural health.
UnitedHealth Group is well positioned to benefit from
three key trends in healthcare: an aging population
and the increased outsourcing of this care to providers
such as UnitedHealth; a shift towards more holistic
and personalised care through value-based care
models; and the leveraging of data and analytics to
drive efficiencies in the complex health-care system.
UnitedHealth Group has a wide moat driven by a
combination of local scale and capabilities, supported
by its large national infrastructure – which should allow
UnitedHealth to continue to gain market share across
its business.
Portfolio exits
We exited homebuilder NVR (+59%) after period end
because we see better value elsewhere. We bought
NVR in May 2021. The company has since delivered a
15% p.a. return (as compared to the S&P 500 which
has had a return of circa +4%). Our rationale for exit
is around new orders and profit margins which drive
NVR’s fundamentals. NVR’s runway for new orders
in the company’s active development communities
has shrunk in recent years. NVR gross margins are
at all-time highs given recent appreciation in house
prices, and we see downside risk to market consensus
expectations for margins to remain at elevated levels for
the next three years. We put NVR back into the fishing
pond and will continue monitoring these dynamics
closely.
We exited StoneCo (+15%) during the year. StoneCo’s
lower-priced offering and larger sales force on the
ground is now being matched by competitors. The
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company has reached double-digit market share and
from here it will be increasingly difficult to gain additional
share. This will likely result in more investment to sustain
growth. Additionally, the company appointed a new
CEO with limited payments experience.
The performance of First Republic Bank and
Signature Bank was painful for Marlin. Following the
collapse of Silicon Valley Bank, fears of further bank
failures saw depositors exit other regional banks,
resulting in Signature Bank being closed by regulators.
This also left First Republic Bank on the verge of failure.
The closure of Signature Bank was driven by a
combination of the fastest Federal Reserve interest rate
increase cycle in history, the collapse of Silicon Valley
Bank, and a subsequent loss of confidence in regional
banks. The pace of the deposit outflows was extreme,
exacerbated by the modern era of near-instant bank
transfers.
Unlike many other bank failures – this wasn’t primarily
a lending or credit issue. It was instead a crisis of
confidence underpinned by Silicon Valley Bank’s
concentrated customer base and its mismanagement
of investment assets. As fears spread following the
collapse of Silicon Valley Bank, investors looked for
other possible areas of risk in the banking system −
especially banks with high levels of uninsured deposits
including Signature Bank and First Republic Bank.
Whilst Signature Bank and First Republic Bank had
considerably different business models to Silicon Valley
Bank they did however have higher-than-average
uninsured deposit bases which were viewed by
depositors and regulators as vulnerable after the Silicon
Valley Bank collapse.
MANAGER’S REPORT CONTINUED
Portfolio positioning
The Marlin portfolio comprised 22 companies at 30
June 2023, diversified across a range of sectors.
Chart 9: Marlin portfolio - Sector split
24
%
HEALTHCARE
16
%
INFORMATION
TECHNOLOGY
21
%
CONSUMER
DISCRETIONARY
7
%
7
%
FINANCIALS
CONSUMER
STAPLES
20
%
COMMUNICATION
SERVICES
5
%
CASH AND FFX
11
%
WEST
EUROPE
78
%
NORTH
AMERICA
6
%
ASIA
5
%
CASH & FFX
Chart 10: Marlin portfolio - Geographical split
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Headquarters Company%
Holding
ChinaAlibaba Group2.8%
Tencent Holdings3.6%
Ireland Icon7. 0 %
UKGreggs4 .1%
United StatesAlphabet7. 0 %
Amazon.Com8.5%
Boston Scientific4.9%
Danaher Corporation3.9%
Dollar General4.0%
D olla r Tre e2.8%
Edwards Lifesciences
Corp.
5 .1%
Floor & Décor Holdings5.0%
Gartner Inc5.4%
Mastercard5.0%
Meta Platforms Inc5.9%
Microsoft5.5%
MSCI Inc0.2%
Netflix3 .1%
NVR Inc1.0%
PayPal Holdings2.1%
salesforce.com5.5%
UnitedHealth Group Inc2.5%
Equi t y Tot a l94.9%
New Zealand dollar
cash
3.8%
Total foreign cash4.6%
Ca s h Tot a l8.4%
Forward foreign
exchange contracts
(3.3%)
TOTAL100.0%
Portfolio Holdings Summary
as at 30 June 2023
The information in this Manager’s Report has been prepared as at mid-August 2023. The information has been prepared as a
general summary of the matters covered only, and it is by necessity brief. The information and opinions are based upon sources
which are believed to be reliable, but Marlin Global Limited and its officers and directors make no representation as to its accuracy
or completeness. The report is not intended to constitute professional or investment advice and should not be relied upon in making
any investment decisions. Professional financial advice from a financial adviser should be taken before making an investment. To the
extent that the report contains data relating to the historical performance of Marlin Global Limited or its portfolio companies, please
note that fund performance can and will vary and that future results may have no correlation with results historically achieved.
Outlook
It has been a volatile year for Marlin, with a much better
second half (+23% gross portfolio return) than first half
(-6% gross portfolio return).
The last 18 months have been tough for the Marlin
portfolio. Even three years on, COVID-19 is still having
repercussions. But that is perhaps unsurprising when
you think about the economic consequences − the
global economy basically stopped, and then the US
Federal Reserve Bank flushed in five times more
liquidity than it did during the Global Financial Crisis in
2008/2009. It seems clear that COVID-19 aftershocks
are going to be felt for a few years yet.
The global economy has displayed surprising resilience
in the face of an especially sharp interest rate increase
cycle. And it is encouraging to see that the Marlin
portfolio companies are taking measures to ensure
earnings are more resilient.
We continue to believe that having a long-term
orientation and investing in high-quality and growing
businesses is one of the best ways to build wealth.
We believe the companies in the Marlin portfolio
will continue to grow steadily and create value for
shareholders in the years ahead.
Sam Dickie, Senior Portfolio Manager
Fisher Funds Management Limited
14 September 2023
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STRENGTH OF
THE BUSINESS
What is the company’s
competitive advantage? Is it
sustainable? Is the company
a market leader? Does it have
a dominant position? A strong
business is one that can maintain
its profit margins by employing a
unique strategy.
TR ACK
RECORD
How has the company performed
in the past? Has the company
performed under the same
management team? Has it grown
organically or by acquisition? How
did the company react during a
downturn? Fisher Funds prefers to
buy established companies that
have executed well in the past.
EARNINGS
HISTORY
How fast has the company
been able to grow its earnings
in the past? How consistent
has earnings growth been?
Fisher Funds prefers to buy
companies that exhibit secular
growth characteristics where the
company has proven its ability to
provide a high or improving return
on invested capital.
Fisher Funds employs a process that it calls STEEPP to analyse existing and potential portfolio companies.
This analysis gives each company a score against a number of criteria that Fisher Funds believes need to
be present in a successful portfolio company. All companies are then ranked according to their STEEPP
score to broadly determine their portfolio weighting (or indeed whether they make the grade to be a
portfolio company in the first place).
The STEEPP criteria are as follows:
STE
THE STEEPP PROCESS
Applying this STEEPP analysis, Fisher Funds constructed a portfolio
for Marlin which comprised 22 securities as at 30 June 2023.
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EARNINGS
GROWTH FORECAST
What is the company’s earnings
growth forecast over the next
three to five years? What is
the probability of achieving the
forecast? What does Fisher Funds
expect the company’s earnings
potential to be? Fisher Funds
notices that too many analysts
focus on short-term earnings. As
long-term growth investors, Fisher
Funds thinks about where the
company’s earnings could be in
three to five years.
PEOPLE/
MANAGEMENT
Who are the management team
and how long have they been in
their roles? Who are the directors,
what is their history with the
company, and what do they bring
to the board? What is the depth of
management in the organisation
and is there a succession plan for
the key executive roles? Do the
management team own shares
in the business and how are they
rewarded? Has the board and
management exhibited good
corporate behaviour in the areas
of environmental, social, and
governance considerations?
For Fisher Funds, the quality of
the company management and
its corporate governance is of
paramount importance.
PRICE/
VALUATION
How much of the future earnings
growth is already reflected in the
share price? Where does the
current share price sit in relation to
Fisher Funds’ worst to best case
valuation range? A company will
generate a higher score where the
market price currently reflects little
of that company’s upside potential.
EPP
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-27
%
Total Share Return
+10
%
+23
%
Total Share ReturnTotal Share Return
CHINA
What does it do?
Alibaba is the largest e-commerce
player in China with an overall
online shopping market share of
over 40%.
Why do we own it?
Alibaba is the online marketplace
leader in China with over 900
million users. It has sustainable
competitive advantages through
its extensive network and scale.
In addition to continued growth
in Chinese e-commerce, Alibaba
is leveraging its large customer
base and infrastructure to move
into new business areas such as
logistics and food delivery.
MARLIN PORTFOLIO
COMPANIES
The following is a brief introduction to each of your portfolio companies, with a description of
why Fisher Funds believes they deserve a position in the Marlin portfolio. Total share return is
for the year to 30 June 2023 and is based on the closing price for each company plus any capital
management initiatives. For companies that are new additions to the portfolio during the year,
total share return is from the first purchase date to 30 June 2023.
Total shareholders return in local currency sourced from Bloomberg.
UNITED STATES
What does it do?
Alphabet is the holding company
which owns the world’s leading
internet search provider, Google.
Google is the world’s most visited
website and the largest global
advertising platform by advertising
revenue.
Why do we own it?
Alphabet has wide moats arising
from its dominant position
in online search, significant
intellectual property and a strong
brand. We believe Alphabet is
well positioned to grow strongly
as global advertising budgets
gradually shift away from television
to digital formats.
UNITED STATES
What does it do?
Amazon is the dominant
e-commerce platform in the
Western Hemisphere. Alongside
the e-commerce platform,
the company offers marketing
services to vendors and
subscriptions to customers,
which include everything from
free shipping to music and video.
Amazon’s AWS (Amazon Web
Services) business is the largest
global cloud computing platform,
helping clients with data storage
and computing power.
Why do we own it?
Amazon.com sits at the
crossroads of powerful
megatrends. These include
growth in e-commerce, migration
of advertising spend online
and the increasing adoption of
public cloud. The company has
significant scale and network
advantages. With a long growth
runway, Amazon is in a prime
position to monetise these
opportunities.
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MARLIN PORTFOLIO
COMPANIES
+45
%
Total Share Return
-30
%
+3
%
Total Share ReturnTotal Share Return
UNITED STATES
What does it do?
Boston Scientific is a leading
manufacturer of innovative medical
devices used to treat a range of
medical conditions to over 30
million patients each year. Boston
Scientific focuses on minimally
invasive therapies, which generally
improve patient outcomes versus
traditional surgery and reduce the
overall cost of treatment for health
systems.
Why do we own it?
Boston Scientific is well positioned
with market-leading positions in a
number of fast-growing medical
device markets. With a strong
pipeline of new product launches
and a track-record of investment
in innovation, we expect Boston
Scientific to sustain its above-
market growth and increase its
market share.
UNITED STATES
What does it do?
Dollar General is the leading
discount retailer in the US, selling
a range of everyday household
items including food and cleaning
products, as well as toys,
stationery, and basic apparel.
Dollar General has a talented
management team, strong track
record, and a scale advantage
over its competitors. Its stores
offer an attractive proposition to a
growing cohort of US households
that are financially stretched and
are not well served by traditional
retailers.
Why do we own it?
There are currently 19,000 Dollar
General stores across the US
and it is rolling out approximately
1,000 new stores every year.
We believe the company should
continue to deliver low double-
digit earnings growth as Dollar
General expands its store base
at attractive returns, takes
market share, and repurchases
shares. Along with the growth
story, we think Dollar General’s
business model has defensive
qualities. Low price points and
value proposition support its
business in difficult economic
environments, with sales growth
actually accelerating in the last
two recessions as consumers
traded down.
UNITED STATES
What does it do?
Danaher is a leading player in
the Lifesciences and Diagnostics
industries where it provides its
customers with the cutting-edge
tools to help them to diagnose
disease and discover and
manufacture new drug therapies
to treat those diseases.
Why do we own it?
An aging population and growing
healthcare spend are driving the
need for increased innovation in
the diagnosis and treatment of
chronic disease. With a leading
portfolio of tools and services in
these end markets, Danaher is
well positioned to benefit from
this investment in healthcare
innovation. Driven by a well-
renowned culture of continuous
improvement and investment,
we expect Danaher to grow its
market share as it becomes an
increasingly essential partner to its
customers.
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-1
%
Total Share Return
UNITED STATES
What does it do?
Edwards Lifesciences is the global
market leader in the treatment of
heart valve disease, which impacts
millions of people worldwide and
carries a poor prognosis if left
untreated. Edward’s main product
allows for the treatment of this
disease without the need for risky
open-heart surgery.
Why do we own it?
Edwards Lifesciences continues
to lead the industry in innovation,
investing in the development of
new products which both improve
medical outcomes for patients and
help doctors treat a wider range
of previously untreated patients
using a lower risk approach. With
a dominant market share and
continued investment in research
and development, Edwards
Lifesciences is well positioned for
long-term growth.
MARLIN PORTFOLIO COMPANIES CONTINUED
Total Share Return
+65
%
UNITED STATES
What does it do?
Floor and Décor is a leading
specialty retailer in the US. The
company warehouse format
stores, which are roughly the size
of a Bunnings, only offer hard
surface flooring. The company
offers the industry’s broadest in-
stock assortment at everyday low
prices. Floor and Décor has 191
stores across 30 states.
Why do we own it?
The company has potential to
dominate the niche hard surface
flooring category, which has been
growing mid-single digits year over
year. There is significant runway
for future store growth with the
potential to double its footprint
to around 400 stores. Given the
company’s size and scale, Mom
and Pop retailers, which have 50%
market share, cannot compete
on price or service with Floor and
D é c or.
-8
%
Total Share Return
UNITED STATES
What does it do?
Dollar Tree is a leading discount
retailer operating under two
banners: Dollar Tree and Family
Dollar. Each banner has over
8,000 stores. Dollar Tree banner
stores sell a mix of everyday
and discretionary items at the
low price of US$1.25, and their
fast-moving assortment creates
a treasure hunt experience that
resonates well with consumers.
Family Dollar, like Dollar General,
is a discount store selling
predominantly everyday items at
competitive prices.
Why do we own it?
Dollar Tree operates over 16,000
Dollar Tree and Family Dollar
stores across the US, and the
company rolls out over 500 new
stores every year. We believe
Dollar Tree is well positioned to
benefit from organic expansion
in its store base, as well as store
renovation and product initiatives
that will improve store productivity
and profits. Dollar Tree also has
a defensive business model − its
low price points and value for
money proposition position it well
for the current environment where
rising prices are exerting pressure
on consumer wallets.
Total shareholders return in local currency sourced from Bloomberg.
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Total Share Return
+45
%
UNITED STATES
What does it do?
Gartner is a leading research,
consulting, and advisory company.
Its information technology
research service is seen as
a ‘must-have’ at most large
corporates and is used by 75%
of Fortune 1,000 companies.
Gartner provides up-to-date
industry research and analysis to
help these business leaders make
informed decisions around their
technology, such as the selection
of software vendors or current
best practice in cyber-security or
cloud infrastructure.
Why do we own it?
In a world of constant
technological change and
business model disruption –
Gartner’s research and analysis is
becoming increasingly important
to help companies to navigate this
challenging environment. Gartner
estimates there are 138,000
businesses globally that could
use its service, of which just over
13,000 are current customers –
indicating a long growth runway.
Gartner is now looking to replicate
this model in adjacent business
functions including HR, Finance,
and Supply Chain, with early
progress looking promising.
Total Share ReturnTotal Share Return
+45
%
+15
%
UNITED KINGDOM
What does it do?
Greggs is a vertically integrated
food-on-the-go operator in the
UK. The company operates more
than 2,000 stores and is the leader
in the UK take-away sandwich and
savoury market.
Why do we own it?
Greggs continues to be an
attractive long-term growth story
with the potential to gain share
of a fragmented market given
the strength of Gregg’s value
proposition. We see plenty of
opportunity for Greggs to continue
rolling out stores, while also
implementing strategic initiatives
(e.g. evening trade, delivery, click
and collect) to increase sales
turnover at established stores.
IRELAND
What does it do?
Known as a contract research
organisation (CRO), Icon provides
specialised services in clinical trial
management for pharmaceutical
and biotechnology companies.
Why do we own it?
The increasing complexity and
regulatory requirements of clinical
trial management are forcing
pharmaceutical and biotechnology
companies all over the world
to seek the help of specialist
CROs such as Icon. Icon’s global
footprint and broad strengths in
clinical management make it one
of only a few companies qualified
to provide these services. Growth
is being driven by the shift to
outsourcing, growth in the number
of drugs being tested, and larger
trials required by regulatory bodies
such as the FDA.
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MARLIN PORTFOLIO COMPANIES CONTINUED
Total Share ReturnTotal Share ReturnTotal Share Return
+25
%
+78
%
+34
%
UNITED STATES
What does it do?
Mastercard is the second largest
payment network in the world,
operating in 210 countries and
supporting more than 2 billion
cards across its network.
Why do we own it?
Mastercard’s growth outlook is
underpinned by the secular shift
to electronic payments and away
from cash, particularly in emerging
markets where Mastercard
has significant presence.
These structural growth drivers
combined with increasing margins
and high cash flow generation
support a strong growth outlook
over the medium to long term.
UNITED STATES
What does it do?
Previously known as Facebook, it
has rebranded to Meta Platforms
Inc and is the parent organization
of Facebook.
Facebook owns four of the most
dominant social networking and
messaging platforms in the world
– the Facebook App, Instagram,
Messenger and WhatsApp. It
monetises these platforms by
selling advertising slots to millions
of businesses globally.
Why do we own it?
The average US user spends over
an hour a day on Facebook and
Instagram combined. This high
user engagement, combined with
Facebook’s unparalleled ability to
deliver an audience of over three
billion users to advertisers, has
created one of the most valuable
advertising platforms in the
world. We see significant growth
ahead as Facebook captures a
significant share of advertising
dollars as media budgets move
away from TV and towards digital
platforms.
UNITED STATES
What does it do?
Microsoft is a dominant software
business that develops,
manufactures, licenses, sells and
supports software products, and
is viewed by many IT departments
as their most critical vendor.
Products and services include
many well-known franchises such
as the Windows operating system,
Office productivity applications,
Azure cloud services, LinkedIn
and Xbox.
Why do we own it?
Microsoft is poised to benefit from
the global trend of enterprises
shifting their computing storage
and power to the cloud.
Microsoft’s Azure business unit
is helping customers all over the
world of all sizes to make this
transition to the cloud and should
benefit from this secular trend for
many years to come.
Total shareholders return in local currency sourced from Bloomberg.
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Total Share ReturnTotal Share ReturnTotal Share Return
+152
%
+2
%
+59
%
UNITED STATES
What does it do?
Netflix is the world’s leading
streaming service with 238
million members in over 190
countries. Members pay a monthly
subscription fee to access TV
series, documentaries, feature
films and mobile games across
a wide range of genres and
languages.
Why do we own it?
Netflix’s scale in creating original
content and ability to spread this
cost over a huge global audience
base gives it a significant cost
advantage versus peers. We
believe this advantage will only
get stronger with time, and
ensure Netflix continues to gain
subscribers for many years to
come – there are 750 million
potential subscribers globally (ex-
China). We are also confident in
the company’s ability to continue
raising prices at a rate that lags
the value of the content it delivers.
Netflix has raised prices regularly
since 2015, while maintaining
best-in-class churn rates, and a
standard Netflix subscription –
equivalent to one or two movie
tickets a month for countless
hours of entertainment – still
presents incredible user value
compared to satellite or cable TV.
UNITED STATES
What does it do?
MSCI is a leading provider of
indices, benchmarks, index data,
and analytics tools for the financial
industry, and is known for its global
and emerging market indices.
Customers use the company’s indices
to define the investment universe
for their products, benchmark its
performance and construct ETFs.
MSCI serves over 6.6k clients in
95 countries and has over $13tn
in assets-under-management
benchmarked to their various indices.
MSCI’s flagship indices include the
All-Country World Index (ACWI), the
World Index (all Developed Markets),
and the Emerging Market Index.
Why do we own it?
MSCI has attractive growth tailwinds
such as the growth of ETFs,
increasing investment which aligns to
specific themes (for example robotics
or space exploration), indexation of
other asset classes (such as fixed
income), and greater focus on ESG &
climate. MSCI is the most innovative
index provider and has market
leading products to capture each
of these tailwinds. MSCI benefits
from competitive advantages driven
by strong brand, switching barriers,
scale, and network effects which
all result in high customer retention
rates. MSCI has a long-tenured
management team with material
ownership in the business, aligning it
well with shareholders.
UNITED STATES
What does it do?
NVR is the 4th largest homebuilder
in the US. Unlike most
homebuilders, which are also land
developers, NVR focuses solely
on homebuilding, using options
to control land, which gives it the
right but not the obligation to buy
lots on a just-in-time basis. NVR
also differentiates itself from peers
by pre-fabricating frames, roofs,
and staircases in one of its eight
manufacturing facilities. Most NVR
competitors still do everything on
site.
Why do we own it?
NVR’s asset-light model,
central pre-fabrication and local
economies of scale allow NVR
to generate higher returns on
investment capital than peers, and
grow without having to reinvest
much capital. Combined with
what is a very fragmented market
comprising many small players,
NVR’s competitive advantages
should allow it to deliver superior
returns and take market share for
many years to come.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
l
26
Total Share Return
UNITED STATES
What does it do?
Salesforce is the dominant
provider of cloud customer
relationship management (CRM)
technology globally. 90% of
Fortune 500 companies use
Salesforce’s business-critical
software offerings, such as
Slack (communications) and
Tableau (data visualisation).
Why do we own it?
Salesforce is well positioned to
continue capturing market share
in the fast-growing software-as-
a-business (SaaS) and platform-
as-a-business (PaaS) markets.
It benefits from customer
switching costs, high customer
lifetime value, and brand
reputation as a reliable partner
for Fortune 500 companies
which assuages adoption
concerns for new customers. We
see a long growth runway ahead
for Salesforce as businesses
continue to digitise and move to
the cloud.
+28
%
MARLIN PORTFOLIO COMPANIES CONTINUED
CHINA
What does it do?
Tencent is China’s largest online
gaming company with over 50%
market share and it also owns
WeChat, the leading social network
and messaging platform with over
a billion users. The WeChat app is
deeply ingrained into daily life in China
with the average user spending an
hour a day on the platform doing
everything from messaging, social
feeds, news feeds, e-commerce,
hailing cabs, ordering food, booking
travel, paying utility bills and watching
videos. Tencent also has leading
positions in a range of adjacencies
including digital payments (WeChat
Pay), music & video streaming, and
cloud computing.
Why do we own it?
While Tencent’s core business is
its gaming business, the WeChat
platform is allowing it to create
significant value in adjacent areas
such as advertising and payments
which we do not think is fairly reflected
in the current share price. The digital
advertising opportunity in China
is large and rapidly growing, and
WeChat is ideally placed to capitalise
given its share of online time and
ability to connect businesses with
users. Payments is also a large
opportunity in a market where credit
and debit cards are not widely used
and cash is rapidly being displaced by
WeChat Pay and AliPay.
Total Share Return
-1
%
-4
%
Total Share Return
UNITED STATES
What does it do?
PayPal is a global leader in online
payments with 400m customer
accounts and 35m merchants
using the platform.
Why do we own it?
We are attracted to PayPal due to
its broad-based and sustainable
competitive advantages and
strong growth prospects. PayPal
has technology, scale and global
network advantages which give it
a considerable advantage over its
competitors. Furthermore, PayPal
benefits from continued growth in
e-commerce.
Total shareholders return in local currency sourced from Bloomberg.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
l
27
Total Share Return
UNITED STATES
What does it do?
From its origins as a health
insurance company, UnitedHealth
Group has expanded to
become the leading healthcare
services company in the US,
encompassing insurance,
provision of healthcare, and
other related businesses
including pharmacy services and
technology services.
Why do we own it?
UnitedHealth Group is well
positioned to benefit from three
key trends in healthcare: an aging
population and the increased
outsourcing of this care to
providers such as UnitedHealth;
a shift towards value-based
care; and the leveraging of data
and analytics to drive efficiency.
UnitedHealth Group has a strong
competitive advantage driven
by a combination of local scale,
supported by large national
infrastructure and a vertically
integrated model – which should
allow it to continue to gain market
share across its business.
+1
%
DAVID McCLATCHY BCom
Chair of Investment Committee
Independent Director
David McClatchy is an experienced company director
who has had extensive investment management
experience across New Zealand and international
markets over the last 35 years. David is a director of
Barramundi, Kingfish, Trust Investment Management
and on the Board of Guardians of NZ Superannuation.
Before returning to New Zealand in 2019, David
was Group Chief Investment Officer for Insurance
Australia Group and Director and Head of IAG Asset
Management. Prior to this, David had a 16-year
career with ING as Chief Executive and Chair of
ING Investment Management in Australia and Chief
Investment Officer and Director of ING New Zealand.
David’s principal place of residence is Tauranga.
David McClatchy was first appointed to the Marlin
board on 1 July 2021.
CAROL CAMPBELL BCom, FCA, CFInstD
Chair of Audit and Risk Committee
Independent Director
Carol Campbell is an experienced company director
who has a sound understanding of efficient board
governance and extensive financial experience.
Carol is a director and Chair of the Audit and Risk
committees of Barramundi and Kingfish, and Chair
of the Audit and Risk committee of Marlin. Carol
also holds a number of directorships across a broad
spectrum of companies including T&G Global, New
Zealand Post, Chubb Insurance New Zealand and
NZME, where she is also the Chair of the Audit and
Risk committees. Carol is a fellow of both Chartered
Accountants Australia and New Zealand and the
Institute of Directors. Carol had her own chartered
accountancy practice for 11 years after a successful
career as a partner at Ernst & Young for over 25 years.
Carol’s principal place of residence is Auckland.
Carol was first appointed to the Marlin board on 5
June 2012.
ANDY COUPE LLB, CFInstD
Chair of the Board
Chair of Remuneration and Nominations Committee
Independent Director
Andy Coupe is a professional company director with
a wide range of governance experience. Prior to that
he held senior roles in investment banking, with a
particular focus on equity capital markets. Andy is Chair
of Barramundi and Kingfish, and is also a director of
Briscoe Group. Andy was formerly Chair of Television New
Zealand, Farmright, Solid Energy New Zealand and the
New Zealand Takeovers Panel. Andy’s principal place of
residence is Hamilton.
Andy was first appointed to the Marlin board on
1 March 2013.
FIONA OLIVER LLB, BA, CFInstD
Independent Director
Fiona Oliver is a professional director, and her
governance roles span a range of business sectors
including renewable energy, natural gas, technology,
and professional and financial services. She is a
director of Barramundi and Kingfish. Fiona is also a
director (and Audit Committee Chair) of Gentrack Group
Limited and the First Gas Group. She is also a director
of Freightways Limited, Summerset Holdings Limited,
the New Zealand Superannuation Fund and Wynyard
Group Limited (in liquidation). Fiona’s Executive career
was in the financial services sector in New Zealand
and overseas. In New Zealand, her roles included Chief
Operating Officer of Westpac’s investment arm, BT
Funds Management, and General Manager of AMP NZ’s
Wealth Management division. In Sydney and London,
Fiona managed the Risk and Operations function for
AMP’s private capital division. Prior to this, Fiona was
a senior corporate and commercial solicitor in New
Zealand and overseas, specialising in mergers and
acquisitions. Fiona is a Chartered Fellow of the Institute
of Directors and a member of Global Women. Fiona
was awarded the Beacon Award by the New Zealand
Shareholders Association in 2021 for her role as Chair
of the independent directors of Tilt Renewables Limited
during the attempted takeover of this company in 2018.
Fiona’s principal place of residence is Auckland.
Fiona Oliver was first appointed to the Marlin board on
1 June 2022.
BOARD OF DIRECTORS
Pictured left to right: David McClatchy, Carol Campbell, Fiona Oliver and Andy Coupe.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
l
28
For the year ended 30 June 2023 and
current as at the date of this Annual Report
CORPORATE
GOVERNANCE STATEMENT
Marlin’s board recognises the importance of good
corporate governance and is committed to ensuring that
the Company meets best practice governance principles
to the extent that they are appropriate for the nature
of Marlin’s operations. Strong corporate governance
practices encourage the creation of value for Marlin
shareholders, while ensuring the highest standards of
ethical conduct and providing accountability and control
systems commensurate with the risks involved.
The board is responsible for establishing and
implementing the Company’s corporate governance
frameworks and is committed to fulfilling this role in
accordance with best practice, having appropriate
regard to applicable laws, the NZX Corporate
Governance Code (“NZX Code”), and the Financial
Markets Authority’s Corporate Governance in New
Zealand - Principles and Guidelines. The board oversees
the management of Marlin, with the day-to-day portfolio
and administrative management responsibilities of Marlin
being delegated to Fisher Funds Management Limited
(“Fisher Funds” or “the Manager”).
This Corporate Governance Statement reports against
the NZX Code which came into effect on 17 June
2022. A revised NZX Code recently came into effect for
financial years commencing on or after 1 April 2023 and
Marlin will report on that basis in its next Annual Report.
Over the financial year ended 30 June 2023, Marlin was
in compliance with the NZX Code, with the exception
of recommendations 4.3
1
and 5.3
2
. The Company is
not in compliance with those recommendations due to
the specific nature of the Company’s business model
and more particularly for the reasons explained below
in the commentary regarding the relevant NZX Code
principles. The alternative governance practices adopted
by Marlin in respect of those matters have the approval
of the board.
The Company’s corporate governance policies and
procedures and board and committee charters, are
regularly reviewed by the board against the corporate
governance standards set by NZX Limited (“NZX”)
and to reflect any changes required by law, guidance
from other relevant regulators, and developments in
corporate governance practices.
Marlin’s constitution and each of the Company’s
charters, codes, and policies referred to in this section
are available on the Marlin website (marlin.co.nz) under
the “About Marlin” and “Policies” sections.
Principle 1 – Code of ethical behaviour
Directors should set high standards of ethical
behaviour, model this behaviour, and hold
management accountable for these standards being
followed throughout the organisation.
Code of Ethics & Standards of Professional
Conduct
Marlin’s Code of Ethics & Standards of Professional
Conduct details the ethical and professional behavioural
standards required of the directors of the Company and
those employees of the Manager who work on Marlin
matters.
The Code of Ethics & Standards of Professional Conduct
covers a wide range of areas including: standards of
behaviour, conflicts of interest, proper use of Company
information and assets, compliance with laws and
policies, reporting concerns, and receiving gifts.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics & Standards of
Professional Conduct is required to report it immediately
in accordance with the procedure set out in the Code of
Ethics & Standards of Professional Conduct.
Compliance with the Code of Ethics & Standards of
Professional Conduct is monitored through education
and notification by individuals who become aware of
any breach.
Training on the requirements of the Code of Ethics &
Standards of Professional Conduct is included as part
of the induction process for new directors and relevant
new employees of the Manager, and there is regular
training on the requirements of the Code of Ethics
& Standards of Professional Conduct for existing
directors and relevant employees of the Manager.
The Code of Ethics & Standards of Professional
Conduct is available on Marlin’s website for directors
of the Company and employees of the Manager to
access at any time.
Securities Trading Policy
Marlin’s Securities Trading Policy details the restrictions
on persons nominated by Marlin (including its directors
and employees of the Manager who work on Marlin
matters) (“Nominated Persons”) relating to their trading
in Marlin shares and other securities.
1 –
Marlin does not have a formal environmental, social, and governance (ESG) framework. However, the Manager has a formal
ESG framework which governs its stock selection, which the board is fully supportive of and committed to.
2 –
There is no CEO remuneration disclosure as Marlin delegates its management personnel requirements to Fisher Funds
pursuant to an Administration Services Agreement and does not have its own CEO.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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29
Nominated Persons, with the permission of the board
of Marlin, may trade in Marlin shares only during the
trading window commencing immediately after Marlin’s
weekly disclosure of its net asset value on NZX’s
market announcement platform and ending at the
close of trading two days following the net asset value
disclosure.
Nominated Persons may not trade in Marlin shares
when they have price sensitive information that is not
publicly available.
The Securities Trading Policy is available on Marlin’s
website.
Principle 2 – Board composition and
performance
To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.
Board charter
Marlin’s board operates under a written charter which
defines the respective functions and responsibilities
of the board, focusing on the values, principles, and
practices that provide the Company’s corporate
governance framework.
The board has overall responsibility for all decision
making within Marlin. The board is responsible for the
direction and control of Marlin and is accountable to
shareholders and others for Marlin’s performance and
its compliance with the applicable laws and standards.
The board has delegated the day-to-day portfolio
and administrative management responsibilities
relating to Marlin to the Manager. The responsibilities
of the Manager are clear as they are described in the
Management Agreement and Administration Services
Agreement with Marlin.
The board uses committees to address certain matters
that require detailed consideration. The board retains
ultimate responsibility for the function of its committees
and determines their responsibilities. The board is
assisted in meeting its responsibilities by receiving
regular reports and plans from the Manager and
through its annual work programme.
Directors have access to key employees of the Manager
who are connected to the activities of Marlin and can
request any information they consider necessary for
informed decision making.
The Board Charter is available on Marlin’s website.
Nomination and appointment of directors
In accordance with Marlin’s constitution and NZX Listing
Rules, a director must not hold office without re-election
past the third annual shareholders’ meeting following
his or her appointment or three years (whichever is the
longer). A director appointed by the board must not
hold office (without re-election) past the next annual
shareholders’ meeting following his or her appointment.
Procedures for the nomination, appointment,
and removal of directors are contained in Marlin’s
constitution and the Board Charter. The Remuneration
and Nominations Committee of the board is responsible
for identifying and nominating candidates to fill director
vacancies for board approval.
Written agreement
Marlin provides a letter of appointment to each
newly appointed director setting out the terms
of their appointment which they are required to
sign. The letter includes information regarding the
board’s responsibilities, expectations of directors
and independence, expected time commitments,
indemnity and insurance provisions, obligations
to declare relevant conflicting interests, and
confidentiality. New directors are required to formally
consent to act as a director.
Director information and independence
The board comprises four directors with diverse
backgrounds, skills, knowledge, experience, and
perspectives. Information about each director,
including a profile of their experience, length of service,
independence, and attendance at board meetings is
available on pages 28 and 32 of this Annual Report
and also on Marlin’s website.
The board takes into account guidance provided under
the NZX Listing Rules including the factors specified
in the NZX Code in determining the independence
of directors. Director independence is considered
annually. Directors have undertaken to inform the
board as soon as practicable if they think their status
as an independent director has or may have changed.
As at 30 June 2023, the board considers that each of
Andy Coupe (Chair), Carol Campbell, David McClatchy,
and Fiona Oliver are independent directors and
therefore the board has determined that all of the
directors on the board are independent directors.
Information in respect of each director’s ownership
interests in Marlin shares is available on page 63.
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
l
30
Diversity and inclusion
Marlin has a formal Diversity and Inclusion Policy
applicable to the Company’s directors. The board
views diversity as including, but not limited to, skills,
qualifications, experience, gender, race, age, ethnicity,
and cultural background. The board recognises that
having a diverse and inclusive board will enhance
effectiveness in key areas and that membership of the
board is best served by having a mix of individuals with
appropriate expertise and a breadth of experience,
who are each encouraged to regularly contribute their
views. This objective is recognised in the Diversity and
Inclusion Policy.
All appointments to the board are based on merit, and
include consideration of the board’s diversity needs,
including gender diversity. The principal measurable
diversity objective adopted by the board is to embed
gender diversity as an active consideration in all
succession planning for board positions. The board
assesses annually both the objective set out in the
Diversity and Inclusion Policy and the Company’s
progress in achieving that objective.
The board’s gender composition as at the two most
recent annual balance dates was as follows:
NumberProportion
30 June 2023FemaleMaleFemaleMale
Directors2250%50%
NumberProportion
30 June 2022FemaleMaleFemaleMale
Directors2250%50%
The board is comprised of four individuals who have
a wide range of skills, knowledge, and corporate
experience in the financial services sector. The board
recognises that having a diverse board will assist it in
effectively carrying out its role and that its membership
is best served by having a mix of individuals with
appropriate expertise and a breadth of experience.
The board reviews its diversity in terms of skills,
qualifications, experience, gender, race, age, ethnicity,
and cultural background. The Remuneration and
Nominations Committee’s annual assessment of the
board’s diversity concluded that the board had met
the diversity objectives set out in the Diversity and
Inclusion Policy.
The Diversity and Inclusion Policy is available on
Marlin’s website.
Director training
All directors are responsible for ensuring they remain
current in understanding how best to perform their
duties as directors. To ensure ongoing education,
directors are regularly informed of developments
that affect the Company’s industry and business
environment.
Assessment of board and director performance
The Remuneration and Nominations Committee
conducts a formal review of director, committee, and
board performance annually. The review includes
an assessment of whether appropriate training has
been undertaken by directors. Appropriate strategies
for improvement are recommended to the board as
and when required. The Chair of the board also has
discussions with directors on individual performance
as considered appropriate.
Independent Chair and separation of the Chair
and Chief Executive
The current Chair of the board is an independent
director. Marlin does not have a Chief Executive Officer
as it delegates its management personnel requirements
to the Manager pursuant to an Administration Services
Agreement. The Chair of the board is a different person
to the Chief Executive Officer of the Manager.
Principle 3 – Board committees
The board should use committees where this will
enhance its effectiveness in key areas, while still
retaining board responsibility.
The board has three standing committees: the
Audit and Risk Committee, the Remuneration
and Nominations Committee, and the Investment
Committee.
Each committee operates under a charter approved by
the board. The charter of each committee is reviewed
annually.
Director meeting attendance
A total of nine board meetings, two Audit and
Risk Committee meetings, one Remuneration and
Nominations Committee meeting, and two Investment
Committee meetings were held in the financial year
ended 30 June 2023. Director attendance at board
meetings and committee meetings is shown below.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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31
DirectorBoard
Audit
and Risk
Committee
Remuneration
and
Nominations
Committee
Investment
Committee
Carol
Campbell
9/92/21/12/2
Andy
Coupe
9/92/21/12/2
David
McClatchy
9/92/21/12/2
Fiona
Oliver
9/92/21/12/2
Audit and Risk Committee
The Audit and Risk Committee Charter sets out the
objectives of the Audit and Risk Committee, which
are to provide assistance to the board in fulfilling its
responsibilities in relation to the Company’s financial
reporting, internal controls structure, risk management
systems, and the external audit function. The Audit
and Risk Committee Charter is available on Marlin’s
website.
The Audit and Risk Committee focuses on audit
and risk management and specifically addresses
responsibilities relative to financial reporting and
regulatory compliance.
The Audit and Risk Committee is accountable for
ensuring the performance and independence of the
Company’s external auditor, including that the external
auditor or lead audit partner is changed at least every
five years.
The Audit and Risk Committee also reviews the
appropriateness of any non-audit services and
recommends to the board which services, other
than the statutory audit, may be provided by
PricewaterhouseCoopers as external auditor.
The external auditor has a clear line of direct
communication at any time with either the Chair of the
Audit and Risk Committee or the Chair of the board,
both of whom are independent directors. During the
financial year ended 30 June 2023, the Audit and Risk
Committee held private sessions with the external
auditor.
The Audit and Risk Committee currently comprises all
of the directors, each of whom are considered to be
independent, and is chaired by Carol Campbell.
The Audit and Risk Committee may invite the
Corporate Manager and/or other employees of the
Manager and such other persons, including the
external auditor, to attend meetings as it considers
necessary to provide appropriate information and
explanations.
Remuneration and Nominations Committee
The Remuneration and Nominations Committee
Charter sets out the objectives of the Remuneration and
Nominations Committee, which are to set and review
the level of directors’ remuneration, ensure a formal
rigorous and transparent procedure for the appointment
of new directors to the board, and evaluate the balance
of skills, knowledge, and experience on the board.
The Remuneration and Nominations Committee also
assesses the performance of individual directors, the
board, and board committees.
The Remuneration and Nominations Committee currently
comprises all of the directors, each of whom are
considered to be independent. Andy Coupe is Chair of
the Remuneration and Nominations Committee.
The Remuneration and Nominations Committee may
invite the Corporate Manager and/or other employees
of the Manager and such other persons, including the
external auditor, to attend meetings as it considers
necessary to provide appropriate information and
explanations.
The Remuneration and Nominations Committee Charter
is available on Marlin’s website
Investment Committee
The Investment Committee Charter sets out the
objective of the Investment Committee, which is to
oversee the investment management of Marlin to
ensure the portfolio is managed in accordance with
the investment mandate and with the long-term
performance objectives of Marlin. The Investment
Committee Charter is available on Marlin’s website.
The Investment Committee currently comprises all
of the directors, each of whom are considered to
be independent. David McClatchy is Chair of the
Investment Committee.
Takeover response protocols
The board has adopted a formal Takeover
Response Protocol as an internal framework that
sets out the process to be followed if there is a
takeover offer for Marlin.
Principle 4 – Reporting and disclosure
The board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures.
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
l
32
Continuous Disclosure
Marlin is committed to promoting investor confidence
by providing complete and equal access to information
in accordance with the NZX Listing Rules. Marlin has a
Continuous Disclosure Policy designed to ensure this
occurs and a copy of the policy is available on Marlin’s
website. The Corporate Manager is responsible for
overseeing and co-ordinating required disclosures to
the market.
Charters and policies
Marlin’s key corporate governance documents,
including its Code of Ethics & Standards of
Professional Conduct, board and committee charters,
and other policies, are available on Marlin’s website
under the “About Marlin” and “Policies” sections.
Financial Reporting
Marlin believes its financial reporting is balanced,
clear, and objective. Marlin is committed to ensuring
integrity and timeliness in its financial and non-
financial reporting and ensuring the market and
shareholders are provided with an objective view on
the performance of the Company.
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting, including
the accuracy, completeness, and timeliness of
financial statements. The Audit and Risk Committee
reviews half-yearly and annual financial statements
and makes recommendations to the board
concerning accounting policies, areas of judgement,
compliance with accounting standards, stock
exchange and legal requirements, and the results of
the external audit.
ESG framework
The NZX Code recommends that environmental,
economic, and social sustainability factors and
practices are included in its non-financial disclosures.
As at 30 June 2023, Marlin did not have a formal
environmental, social, and governance (ESG)
framework. Marlin considers that, given the nature of
its operations (as an investment company), it is not
appropriate to maintain an ESG framework due to
the lack of available metrics relevant to its business
against which it could report on such matters. Marlin
will continue to assess the relevance of adopting
an ESG framework. However, the Manager has
a formal ESG framework which governs its stock
selection, which the Marlin board is fully supportive
of and committed to. Details of the Manager’s ESG
framework can be seen on the Manager’s website at
fisherfunds.co.nz/responsible-investing.
Climate related disclosures
The Financial Sector (Climate-related Disclosures and
Other Matters) Amendment Act 2021 received royal
assent in October 2021. This legislation introduces a
new financial reporting requirement which requires
certain entities, known as Climate Reporting Entities
(CREs), to produce annual climate statements that
identify and report on the impact of climate change
on their organisations and disclose greenhouse gas
emissions. It will impact the reporting of most NZX
listed issuers such as Marlin.
The New Zealand External Reporting Board (XRB)
has developed the Aotearoa New Zealand Climate
Standards, which were finalised at the end of 2022
and apply to Marlin’s current financial year (being
the financial year ending 30 June 2024) because it
commenced after 1 January 2023. These standards
are based on the recommendations of the Taskforce
on Climate-related Financial Disclosures (TCFD) and
are consistent with international developments. Marlin
is committed to reporting on a basis consistent with
the new standards to the extent applicable to its
business.
The Marlin board will determine the appropriate
climate risk reporting for Marlin, in accordance with
the new standards.
Principle 5 – Remuneration
The remuneration of directors and executives should
be transparent, fair, and reasonable.
Directors’ Remuneration
The Company’s Director Remuneration Policy sets
out the structure of the remuneration for directors,
the review process, and reporting requirements. The
Director Remuneration Policy is available on Marlin’s
website.
Directors’ fees are determined by the board on the
recommendation of the Remuneration and Nominations
Committee within the aggregate amount approved
by shareholders. The current directors’ fee pool
limit of $157,500 (plus GST if any) was approved by
shareholder resolution passed at the 2018 Annual
Shareholders’ Meeting.
Each year, the Remuneration and Nominations
Committee reviews the level of directors’ fees. The
Remuneration and Nominations Committee considers
the skills, performance, experience, and level of
responsibility of directors when undertaking the review,
and is authorised to obtain independent advice on
market conditions.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
l
33
The following table sets out the remuneration received
by each director from Marlin for the financial year ended
30 June 2023. No director received fees or payment
for any other services to the Company. No retirement
payments were made or agreed to be made to any
director during the financial year ended 30 June 2023.
Directors’ remuneration* for the 12 months
ended 30 June 2023
Andy Coupe (Chair)$50,000
(1)
Carol Campbell $ 3 7, 5 0 0
(2)
David McClatchy$ 3 7, 5 0 0
(3)
Fiona Oliver $32,500
(4)
*excludes GST
(1) $5,000 of this amount was applied to the purchase of
4,315 shares under the Marlin Share Purchase Plan.
(Andy Coupe holds in excess of the 50,000 share
threshold set out in the Marlin Share Purchase Plan but
has elected to continue in the plan.)
(2) Included in this total amount is $5,000 that Carol
Campbell received as Chair of the Audit and Risk
Committee. $3,750 of this amount was applied to
the purchase of 3,220 shares under the Marlin Share
Purchase Plan. (Carol Campbell holds in excess of
the 50,000 share threshold set out in the Marlin Share
Purchase Plan but has elected to continue in the plan.)
(3) Included in this total amount is $5,000 that David
McClatchy received as the Chair of the Investment
Committee. $3,750 of this amount was applied to
the purchase of 3,250 shares under the Marlin Share
Purchase Plan.
(4) $3,250 of this amount was applied to the purchase of
2,780 shares under the Marlin Share Purchase Plan.
Details of remuneration paid to directors are also
disclosed in note 4 to the financial statements for the
financial year ended 30 June 2023. The directors’ fees
disclosed in the financial statements include a portion
of non-recoverable GST expensed by Marlin.
Directors’ Shareholding - Share Purchase Plan
The Marlin Share Purchase Plan was introduced by the
board in 2012 and requires each director to allocate
10% of their annual director’s fees to the purchase (on
market) of Marlin shares. Once an individual director’s
shareholding reaches 50,000 shares, the director
can elect whether or not to continue in the plan. The
intention of the Share Purchase Plan is to further
align the interests of directors with those of Marlin
shareholders.
Executive Remuneration
Marlin delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement. For this reason,
Marlin does not have a Chief Executive Officer and it
does not consider it appropriate to make disclosures
about remuneration to the Manager’s personnel or
include those personnel in the application of the
Company’s remuneration policies. Marlin does not set
the remuneration policies applicable to the Manager’s
personnel. The fees paid to Fisher Funds for
administration services are set out in note 4 to Marlin’s
financial statements for the financial year ended
30 June 2023.
Principle 6 – Risk management
Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The board should regularly verify that
the issuer has appropriate processes that identify
and manage potential and material risks.
Risk management framework
The board has overall responsibility for Marlin’s system
of risk management and internal control. Marlin has
in place policies and procedures to identify areas of
significant business risk and implements procedures
to manage those risks effectively.
Key risk management tools used by Marlin include the
Audit and Risk Committee function, outsourcing of
certain functions to service providers, internal controls,
financial and compliance reporting procedures and
processes, and business continuity planning. Marlin
also maintains insurance policies that it considers
adequate to meet its insurable risks.
The board is actively involved in tracking the
development of existing risks and the emergence
of new risks to Marlin’s business. The Audit and
Risk Committee and board receive regular reports
on the operation of risk management policies and
procedures from the Manager. As part of the robust
risk assessment process, significant risks are
discussed at each board meeting, and/or as required.
A full risk assessment report, including the action plan
for mitigating risks, is provided at all Audit and Risk
Committee meetings.
In addition to Marlin’s policies and procedures in place
to manage business risks, the Manager has its own
comprehensive risk management policy. The board
is informed of any changes to the Manager’s risk
management policies.
During Marlin’s 2023 financial year, global stock
markets experienced renewed market volatility due
to recession concerns, rapidly rising interest rates
in response to inflation, and the ongoing political
uncertainty in Europe (Ukraine/Russia conflict).
CORPORATE GOVERNANCE STATEMENT CONTINUED
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The preparation of Marlin’s financial statements for the
financial year ended 30 June 2023 has not required
the addition of any new judgements or estimates.
Marlin provides shareholders and warrant holders with
regular communications covering the performance of
the Company and of the underlying stocks invested
in by the Company. These types of communications
include monthly updates, quarterly newsletters, and
annual reports. Numerous NZX announcements are
also made, including weekly and month-end NAV per
share updates, as well as interim and annual financial
statements.
Health and Safety
The Manager operates under a Health and Safety
Policy. Under this policy, Fisher Funds assumes
responsibility for the health and safety of its
employees.
Principle 7 – Auditors
The board should ensure the quality and
independence of the external audit process.
Marlin’s Audit and Risk Committee makes
recommendations to the board on the appointment
of the external auditor. The Audit and Risk Committee
monitors the independence and effectiveness of the
external auditor and approves and reviews any non-audit
services performed by the external auditor. An External
Auditor Independence Policy, which documents the
framework of Marlin’s relationship with its external auditor,
was adopted by the board in 2018. This policy includes
procedures:
(a) to sustain communication with Marlin’s external
auditor;
(b) to ensure that the ability of the external auditor to
carry out its statutory audit role is not impaired, or
could reasonably be perceived to be impaired;
(c) to address what, if any, services (whether by type
or level) other than its statutory audit roles may be
provided by the external auditor to Marlin; and
(d) to provide for the monitoring and approval by the
Audit and Risk Committee of any service provided by
the external auditor to Marlin other than in its statutory
audit role.
The Audit and Risk Committee meets with the external
auditor, without representatives of the Manager present,
to approve its terms of engagement, audit partner
rotation (at least every five years), and the audit fee, as
well as to review and provide feedback in respect of the
annual audit plan.
Marlin’s current external auditor,
PricewaterhouseCoopers (“PwC”), was appointed by
shareholders at the 2008 annual meeting in accordance
with the provisions of the Companies Act 1993.
PwC is automatically reappointed as auditor under
Part 11, Section 207T of the Companies Act at the
Annual Shareholders’ Meeting, except in the limited
circumstances set out in the Act.
The Audit and Risk Committee has assessed PwC to be
independent and confirmed that the non-audit services it
has provided in relation to confirming the amounts used
in the Manager’s performance fee calculation have not
compromised PwC’s independence. Written confirmation
of PwC’s independence has been obtained by the board.
PwC, as external auditor of Marlin’s 2023 financial
statements, will attend this year’s Annual Shareholders’
Meeting and will be available to answer questions about
the conduct of the audit, preparation and content of the
auditor’s report, accounting policies adopted by Marlin,
and its independence in relation to the conduct of the
audit.
Marlin does not have an internal audit function,
however the Company regularly reviews all areas of
risk management and focuses on all operating and
compliance risk obligations as described above in
relation to Principle 6. Marlin delegates day-to-day
portfolio and administrative management responsibilities
relating to Marlin to the Manager, and the Corporate
Manager is responsible for managing operational and
compliance risks across Marlin’s business and reporting
on those matters to the board as needed.
Principle 8 – Shareholder rights and relations
The board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the is su e r.
Information for shareholders
The board recognises the importance of providing
shareholders with comprehensive, timely, and equal
access to information about its activities. The board
aims to ensure that shareholders have available to
them all information necessary to assess Marlin’s
performance.
Marlin’s website, marlin.co.nz, provides information
to shareholders and investors about the Company.
Marlin’s ‘Investor Centre’ part of its website contains
a range of information, including periodic and
continuous disclosures to NZX, annual reports, and
content related to the Annual Shareholders’ Meeting.
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The website also contains information about Marlin’s
directors, copies of key corporate governance
documents, and general company information.
The board recognises that other stakeholders may
have an interest in Marlin’s activities. While there are
no specific stakeholders’ interests that are currently
identifiable, Marlin will continue to review policies in
consideration of future interests.
Communicating with shareholders
Marlin communicates regularly with its shareholders
through its monthly and quarterly updates. The
Company receives questions from shareholders
from time to time, and has processes in place to
ensure shareholder communications are responded
to within a reasonable timeframe. The Company’s
website sets out Marlin’s appropriate contact details
for communications from shareholders. Marlin also
provides options for shareholders to receive and send
communications by post or electronically.
Shareholder voting rights
When required by the Companies Act 1993, Marlin’s
Constitution, and the NZX Listing Rules, Marlin will
refer decisions to shareholders for approval. Marlin’s
policy is to conduct voting at its shareholder meetings
by way of poll and on the basis of one share, one vote.
Notice of Annual Shareholders’ Meeting
The 2023 Marlin Notice of Annual Shareholders’
Meeting will be sent to shareholders at least 20
working days prior to the meeting and will be
published on Marlin’s website.
Subject to any COVID-19 or similar restrictions
which prevent the Company from holding a physical
meeting, this year’s Annual Shareholders’ Meeting
will be held at 10.30am on 3 November 2023, at the
Ellerslie Event Centre in Auckland, and online. Full
participation of shareholders is encouraged at the
Annual Shareholders’ Meeting and shareholders are
also encouraged to submit questions in writing prior to
the meeting if they are unable to attend either form of
the meeting.
Management Agreement Renewal
The Management Agreement between Marlin and
Fisher Funds is subject to renewal every five years.
The Management Agreement is next subject to
renewal in October 2027.
NZX Waivers
There were no waivers granted by NZX or relied upon
by the Company in the financial year ended 30 June
2023.
Capital raisings
Marlin Warrant Issue (MLNWF)
On 3 November 2022, Marlin issued 50,502,702
warrants to eligible shareholders (being shareholders
with a registered address in New Zealand on the
record date of 2 November 2022). Marlin shareholders
were issued one warrant for every four shares held
on the record date. Each warrant entitles an eligible
shareholder to subscribe for one additional share in
Marlin on the exercise date (10 November 2023).
The exercise price will be $0.99 less any cash
dividends declared on the shares by the Company
with a record date between 3 November 2022 and the
announcement of the exercise price. The final exercise
price will be calculated and advised to warrant holders
at least six weeks before the exercise date.
Further information in relation to the Marlin warrant issue
can be found in the Warrant Terms Offer Document
dated 18 October 2022, at the following link: marlin.
co.nz/assets/Investor-Centre/Marlin-Global-Warrant-
Terms-2022.pdf
CORPORATE GOVERNANCE STATEMENT CONTINUED
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We present the financial statements for Marlin Global Limited for the year ended 30 June 2023.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the
Company as at 30 June 2023 and its financial performance and cash flows for the year ended on that date.
We have ensured that the accounting policies used by the Company comply with generally accepted
accounting practice in New Zealand and believe that proper accounting records have been kept. We have
ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.
We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and
detect fraud and other irregularities.
The Marlin board authorised these financial statements for issue on 21 August 2023.
Andy Coupe Carol Campbell
David McClatchy Fiona Oliver
For the year ended 30 June 2023
DIRECTORS’ STATEMENT
OF RESPONSIBILITY
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ANNUAL REPORT
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39Statement of Comprehensive Income
40Statement of Changes in Equity
41Statement of Financial Position
42Statement of Cash Flows
43Notes to the Financial Statements
57Independent Auditor's Report
FINANCIAL
STATEMENTS CONTENTS
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The accompanying notes form an integral part of these financial statements.
Notes 2023 2022
$000 $000
Interest income 217 29
Dividend income 545 629
Net changes in fair value of investments 2 26,924 ( 5 9,16 9 )
Other (loss)/income3 (49) 38
Total income/(loss) 27,6 37 (58,473)
Operating expenses4 3,240 2,775
Net profit/(loss) before tax 24,397 (61,248)
Total tax expense/(benefit)5 799 (821)
Net profit/(loss) after tax attributable to shareholders 23,598 (60,427)
Total comprehensive income/(loss) after tax attributable to shareholders 23,598 (60,427)
Basic earnings/(losses) per share7 11. 6 3 c (31.34c)
Diluted earnings/(losses) per share7 11. 6 3 c (31.34c)
STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
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STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
Attributable to shareholders of the Company
Notes
Share
Capital
Retained
Earnings /
(Accumulated
Deficits)
Tot al
Equity
$000$000 $000
Balance at 1 July 2021 173,015 71,366 244,381
Comprehensive loss
Net loss after tax - (60,427) (60,427)
Total comprehensive loss for the year ended 30 June 2022 - (60,427) (60,427)
Transactions with shareholders
Shares issued for warrants exercised (net of exercise costs)6 (c) 5,666 - 5,666
Dividends paid6 (d) - (18,702) (18,702)
New shares issued under dividend reinvestment plan6 (e) 7,17 6 - 7,17 6
Total transactions with shareholders for the year ended
30 June 2022
12,842 (18,702) (5,860)
Balance at 30 June 2022 185,857 ( 7,76 3 ) 178,0 94
Comprehensive income
Net profit after tax - 23,598 23,598
Total comprehensive profit for the year ended 30 June 2023 - 23,598 23,598
Transactions with shareholders
Shares issued for warrants exercised (net of exercise costs)6 (c) (17 ) - (17 )
Warrant issue costs6 (c) (11) - (11)
Dividends paid6 (d) - (14,417) (14,417)
New shares issued under dividend reinvestment plan6 (e) 5,505 - 5,505
Total transactions with shareholders for the
year ended 30 June 2023
5,477 (14,417) (8,940)
Balance at 30 June 2023 191,334 1,418 192,752
The accompanying notes form an integral part of these financial statements.
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Notes 2023 2022
$000 $000
SHAREHOLDERS’ EQUITY 192,752 178,0 94
Represented by:
ASSETS
Current Assets
Cash and cash equivalents 10 16,246 2,609
Trade and other receivables 8 2,623 1,238
Financial assets at fair value through profit or loss 2 183,358 175,620
Current tax receivable5 2 -
Total Current Assets 202,229 179,467
Non-current Assets
Deferred tax asset5 137 880
Total Non-current Assets 137 880
TOTAL ASSETS 202,366 180,347
LIABILITIES
Current Liabilities
Trade and other payables 9 8 ,14 3 276
Financial liabilities at fair value through profit or loss 2 1,471 1,977
Total Current Liabilities 9,614 2,253
TOTAL LIABILITIES 9,614 2,253
NET ASSETS 192,752 178,0 94
These financial statements have been authorised for issue for and on behalf of the Board by:
R A Coupe C A Campbell
Chair Chair of the Audit and Risk Committee
21 August 2023 21 August 2023
STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2023
MARLIN GLOBAL LIMITED
The accompanying notes form an integral part of these financial statements.
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STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
Notes 2023 2022
$000 $000
Operating Activities
Sale of listed equity investments 7 7, 2 9 0 116 , 4 6 3
Interest received 212 29
Dividends received 367 630
Other income 27 43
Purchase of listed equity investments (49,329) (92,507)
Operating expenses (2,067) (6,857)
Ta xe s pa id (57) (2,238)
Net settlement of forward foreign exchange contracts (3,862) (12,19 4)
Net cash inflows from operating activities10 22,581 3,369
Financing Activities
Shares issued for warrants exercised (net of exercise costs) (17 ) 5,666
Warrant issue costs (11) -
Dividends paid (net of dividends reinvested) (8,912) (11, 5 2 6 )
Net cash outflows from financing activities (8,940) (5,860)
Net increase/(decrease) in cash and cash equivalents held 13,641 (2,491)
Cash and cash equivalents at beginning of the year 2,609 5 ,10 2
Effects of foreign currency translation on cash balance (4) (2)
Cash and cash equivalents at end of the year10 16,246 2,609
The accompanying notes form an integral part of these financial statements.
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NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
NOTE 1 BASIS OF ACCOUNTING
Reporting Entity
Marlin Global Limited (“Marlin” or “the Company”) is listed on the NZX Main Board, is registered in
New Zealand under the Companies Act 1993 and is a FMC Reporting Entity under the Financial
Markets Conduct Act 2013.
The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7
of the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand
Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS) as appropriate for profit entities, and
International Financial Reporting Standards (IFRS).
The financial statements have been prepared on the historical cost basis, except for financial assets
and liabilities at fair value through profit or loss.
The functional and reporting currency used to prepare the financial statements is New Zealand
dollars, rounded to the nearest one thousand dollars. Where relevant, prior year comparatives
have been reclassified to conform with current year financial statement presentation. Where there
has been a material restatement of comparative information the nature of, and the reason for the
restatement is disclosed in the relevant notes.
The operating expenses include GST where it is charged by other parties as it cannot be reclaimed.
Foreign Currency Transactions and Translations
Foreign currency transactions are converted into New Zealand dollars using exchange rates
prevailing at transaction date. Foreign currency assets and liabilities are translated into New Zealand
dollars using the exchange rates prevailing at the balance date.
Foreign exchange gains or losses relating to the financial assets and liabilities at fair value through
profit or loss are presented in the Statement of Comprehensive Income within “Net changes in fair
value of financial assets and liabilities”.
Foreign exchange gains and losses relating to cash and cash equivalents, trade and other
receivables, and trade and other payables are presented in the Statement of Comprehensive Income
within “Other income/(losses)”.
Accounting Policies
Accounting policies that summarise the recognition and measurement basis used and are relevant
to an understanding of the financial statements, are provided throughout the notes to the financial
statements and are designated by a
symbol.
The accounting policies adopted have been consistently applied to all years presented, unless
otherwise stated.
There are no new accounting standards, amendments to standards and interpretations that have a
material impact on these financial statements. The same applies for any new standards, amendments
to standards and interpretations that have been issued but are not yet effective.
Financial Reporting by Segments
The Company operates in a single operating segment, being international financial investment.
The Company is managed as a whole and is considered to have a single operating segment. There is
no further division of the Company or internal segment reporting used by the Directors when making
strategic investment or resource allocation decisions.
There has been no change to the operating segment during the year.
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FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 1 BASIS OF ACCOUNTING CONTINUED
Critical Judgements, Estimates and Assumptions
The preparation of financial statements requires the directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. Judgements are designated by a
j
symbol in the notes to the financial statements.
There were no material estimates or assumptions required in the preparation of these financial
statements.
Authorisation of Financial Statements
The Marlin Board of Directors authorised these financial statements for issue on 21 August 2023.
No party may change these financial statements after their issue.
NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
j
Given that the investment portfolio is managed, and performance is evaluated, on a fair value basis
in accordance with a documented investment strategy, Marlin has classified all of its investments at
fair value through profit or loss.
Investments are initially recognised at fair value and are subsequently revalued to reflect changes
in fair value. Net changes in the fair value of financial assets and liabilities are recognised in the
Statement of Comprehensive Income.
Financial assets at fair value through profit or loss comprise international listed equity investment
assets and forward foreign exchange contracts with positive value
Financial liabilities at fair value through profit or loss comprise forward foreign exchange contracts
with negative value.
Forward foreign exchange contracts can be used as economic hedges for equity investments
against currency risk. They are accounted for on the same basis as those investments and are
recognised at their fair value.
All purchases and sales of investments are recognised at trade date, which is the date the
Company commits to purchase or sell the investment and transaction costs are expensed as
incurred. When an investment is sold, any gain or loss arising on the sale is included in the
Statement of Comprehensive Income. Realised gains or losses are calculated as the difference
between the sale proceeds and the carrying amount of the item.
The fair value of listed equity investments traded in active markets are based on last sale prices at
balance date, except where the last sale price (which may have been prior to balance date) falls
outside the bid-ask spread at close of business on balance date for a particular investment, in
which case the bid price will be used to value the investment.
The fair value of forward foreign exchange contracts is determined by using valuation techniques
based on spot exchange rates and forward points supplied by a reputable pricing vendor.
Dividend income from investments is recognised in the Statement of Comprehensive Income when
the Company’s right to receive payments is established (ex-dividend date).
Investments recognised at fair value are categorised according to a fair value hierarchy that shows
the extent of judgement used in determining their fair value. Where unadjusted quoted prices are
used in an active market, the investments are categorised as Level 1. When significant inputs
derived from observable market data are used, the investments are categorised as Level 2. If
significant inputs are not based on observable market data, they are categorised as Level 3.
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j
All listed equity investments held by Marlin are categorised as Level 1 and all forward foreign
exchange contracts are classified as Level 2 in the fair value hierarchy. There have been no
transfers between levels of the fair value hierarchy during the year (2022: none).
There were no financial instruments classified as Level 3 at 30 June 2023 (2022: none).
2023 2022
$000$000
Investments at Fair Value through Profit or Loss
Financial Assets:
International listed equity investments 183,358 175,5 4 4
Forward foreign exchange contracts - 76
Total financial assets at fair value through profit or loss 183,358 175,620
Financial Liabilities:
Forward foreign exchange contracts 1,471 1,977
Total financial liabilities at fair value through profit or loss 1,471 1,977
Net changes in fair value of Investments
International listed equity investments 26,868 (68,035)
Foreign exchange gains on equity investments 3,488 20,688
Losses on forward foreign exchange contracts (3,432) (11, 8 2 2)
Net changes in fair value of investments through profit or loss 26,924 (5 9,16 9 )
The fair value of 11 stocks valued at $94,322,279 was determined using the bid price (2022: 14
stocks valued at $122,560,389).
The notional value of forward foreign exchange contracts held at 30 June 2023 was $86,489,730
(2022: $91,940,677).
NOTE 3 OTHER LOSS/INCOME
2023 2022
$000$000
Foreign exchange (losses)/gains on cash and cash equivalents and
outstanding settlements
(49) 38
Total other (loss)/income (49) 38
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NOTE 4 OPERATING EXPENSES
2023 2022
$000$000
Management fee (note 11(a)(i)) 2,266 1,695
Administration services (note 11(a)(i)) 159 159
Directors' fees (note 11(b)) 180 187
Custody, accounting and brokerage 192 364
Investor relations and communications 154 134
NZX fees 77 61
Professional fees 43 39
Fees paid to the auditor:
Statutory audit and review of financial statements 51 48
Regulatory fees 48 23
Other operating expenses 70 65
Total operating expenses 3,240 2,775
NOTE 5 TA X ATION
Marlin is a Portfolio Investment Entity (“PIE”) for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantively enacted
at balance date, and any adjustment to tax payable in respect of previous years. Current tax for
current and prior periods is recognised as a liability or asset to the extent that it is unpaid (or
refundable). Deferred tax (if any) is recognised as the difference between the carrying amounts of
assets and liabilities in the financial statements and the amounts used for taxation purposes. A
deferred tax asset is only recognised to the extent it is probable it will be utilised.
FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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2023 2022
$000$000
Taxation expense is determined as follows:
Net profit/(loss) before tax 24,397 (61,248)
Non-taxable realised loss/(gain) on financial assets and liabilities 10,790 (41,312)
Non-taxable unrealised (gain)/loss on financial assets and liabilities (40,812) 88,762
Fair Dividend Rate income 8,697 11, 0 2 9
Exempt dividends subject to Fair Dividend Rate (541) (626)
Non-deductible expenses and other 124 284
Forfeit of tax credits 200 179
Taxable income/(loss for tax purposes) 2,855 (2,932)
Tax at 28% 799 (821)
Taxation expense/benefit comprises:
Current tax 56 50
Deferred tax 74 3 (871)
Total tax expense/(benefit) 799 (821)
Current tax balance
Opening balance - ( 2,179 )
Current tax movements 74 3 -
Ta x pa id 2 2,179
Losses utilised (743) -
Current tax receivable 2 -
Deferred tax balance
Opening balance 880 -
Current year (utilised)/losses (743) 871
Tax credits - 9
Deferred tax asset 137 880
j
A deferred tax asset is recognised only if it is probable that future tax profits will be available to
utilise against the deferred tax asset.
Imputation credits
The imputation credits available for subsequent reporting periods total $297 (2022: $1). This amount
represents the balance of the imputation credit account at the end of the reporting period, adjusted
for imputation credits that will arise from the receipt of dividends recognised as a receivable at
30 June 2023.
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FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 6 SHAREHOLDERS’ EQUITY
a. Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares and warrants are shown in equity as a deduction.
When shares are acquired by the Company, the amount of consideration paid is recognised
directly in equity. Acquired shares are classified as treasury stock and presented as a deduction
from share capital. When treasury stock is subsequently sold or reissued, the cost of treasury
stock is reversed and the realised gain or loss on sale or reissue, net of any directly attributable
incremental transaction costs, is recognised within share capital.
Marlin has 206,666,696 fully paid ordinary shares on issue (2022: 200,605,735). All ordinary shares
rank equally and have no par value. All shares carry an entitlement to dividends and one vote is
attached to each fully paid ordinary share.
b. Buybacks
Marlin maintains an ongoing share buyback programme. For the year ended 30 June 2023, Marlin did
not acquire any shares (2022: nil) under the programme which allows up to 5% of the ordinary shares
on issue (as at the date 12 months prior to the acquisition) to be acquired. Shares acquired under the
buyback programme are held as treasury stock and subsequently reissued to shareholders under the
dividend reinvestment plan. There were no shares held as treasury stock at balance date (2022: nil).
c. Warrants
Warrant exercise costs of $16,838 were incurred in July 2022, relating to the May 2022 warrant
exercise. There were no shares issued for warrants exercised during the period.
On 20 May 2022, 4,817,168 warrants valued at $5,684,258, less exercise costs of $17,904 (net
$5,666,354), were exercised at $1.18 per warrant, and the remaining 42,439,702 warrants lapsed.
On 3 November 2022, 50,502,702 new Marlin warrants were allotted, and quoted on the NZX Main
Board. One new warrant was issued to all eligible shareholders for every four shares held on record
date (2 November 2022). The warrants are exercisable at $0.99 per warrant, adjusted down for
dividends declared during the period up to the exercise date of 10 November 2023. Warrant holders
can elect to exercise some or all of their warrants on the exercise date. The net cost of issuing the
warrants of $11,474 is deducted from share capital.
d. Dividends
Dividend distributions to the Company’s shareholders are recognised as a liability in the financial
statements in the period in which the dividends are declared by the Marlin Board.
Marlin has a distribution policy where 2% of average NAV is distributed each quarter. Dividends paid
during the year comprised:
2023
$000
Cents per
share
2022
$000
Cents per
share
23 Sep 2022 3 ,711 1.8524 Sep 2021 4,795 2.52
16 Dec 2022 3,737 1.8517 Dec 2021 4,864 2.54
24 Mar 2023 3,380 1.6625 Mar 2022 4,800 2.49
23 Jun 2023 3,589 1.7523 Jun 2022 4,243 2.13
14,417 7.11 18,702 9.68
e. Dividend Reinvestment Plan
Marlin has a dividend reinvestment plan which provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-day
volume weighted average share price from the date the shares trade ex-entitlement. During the year
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ended 30 June 2023, 6,060,961 ordinary shares totalling $5,504,937 (2022: 5,528,602 ordinary
shares totalling $7,175,802) were issued in relation to the plan for the quarterly dividends paid. To
participate in the dividend reinvestment plan, a completed participation notice must be received by
Marlin before the next record date.
NOTE 7 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares on issue during the year. Diluted
earnings per share assumes conversion of all dilutive potential ordinary shares in determining the
denominator. Potential ordinary shares include outstanding warrants.
2023 2022
Basic earnings/(losses) per share
Net profit/(loss) after tax attributable to shareholders of the Company ($'000) 23,598 (60,427)
Weighted average number of ordinary shares on issue net of treasury stock ('000) 202,972 192,821
Basic earnings/(losses) per share 11.6 3 c (31.34c)
Diluted earnings per share
Net profit/(loss) after tax attributable to shareholders of the Company ($'000) 23,598 (60,427)
Weighted average number of ordinary shares on issue net of treasury stock ('000) 202,972 192,821
Diluted effect of warrants ($'000)
1
- -
202,972 192,821
Diluted earnings/(losses) per share 11.6 3 c (31.34c)
1
Warrants on issue at the end of the period were not assumed to be exercised because they were antidilutive in
the period as the warrant exercise price (less dividends paid) of $0.94 was greater than the average share price
of $0.90 between the date of issue and 30 June 2023.
NOTE 8 TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as financial assets at amortised cost and are initially
recognised at fair value, and subsequently measured at amortised cost less any provision for
impairment. Receivables are assessed on a case-by-case basis for impairment.
j
The trade and other receivables’ carrying values are a reasonable approximation of fair value.
2023 2022
$000$000
Interest receivable 5 -
Dividends receivable 7 -
Related party receivable (note 11(a)(ii)) - 1,13 0
Unsettled investment sales 2,535 -
Other receivables and prepayments 76 108
Total trade and other receivables 2,623 1,238
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FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 9 TRADE AND OTHER PAYABLES
Trade and other payables are classified as other financial liabilities and are initially recognised at fair
value, and subsequently measured at amortised cost.
j
The trade and other payables’ carrying values are a reasonable approximation of fair value.
2023 2022
$000$000
Dividends payable 43 29
Related party payable (note 11(a)(i)) 210 201
Unsettled investment purchases 7, 8 4 5 -
Other payables and accruals 45 46
Total trade and other payables 8 ,14 3 276
NOTE 10 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents
Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash
on deposit at banks.
2023 2022
$000$000
Cash - New Zealand Dollars 7,414 2,434
Cash - International Currency 8,832 175
Cash and cash equivalents 16,246 2,609
Reconciliation of Net Profit/(Loss) after Tax to Net Cash Flows from
Operating Activities
Net profit/(loss) after tax 23,598(60,427)
Items not involving cash flows:
Unrealised losses on cash and cash equivalents 4 2
Unrealised (gains)/losses on revaluation of investments (40,812) 88,762
Unrealised gains on forward foreign exchange contracts (430) (372)
(41,238) 88,392
Impact of changes in working capital items
Increase/(decrease) in trade and other payables 7, 8 6 7 (2,951)
Increase in trade and other receivables (1,385) (1,127 )
Change in current and deferred tax 741 (3,059)
7, 2 2 3 ( 7,137 )
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2023 2022
$000$000
Items relating to investments
Amount paid for purchases of listed equity investments (49,514) (92,507)
Amount received from sales of investments net of realised gains/(losses) 8 7,74 6 75,048
Movements in unsettled purchases of investments ( 7,7 9 0 ) -
Movements in unsettled sales of investments 2,556 -
32,998 (17, 4 5 9 )
Net cash inflows from operating activities 22,5813,369
NOTE 11 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant
influence over the other party in making financial or operational decisions.
a. Fisher Funds Management Limited
Fisher Funds Management Limited (“Fisher Funds” or “the Manager”) is an entity that provides key
management personnel services to Marlin by virtue of its management agreement.
In return for the performance of its duties as Manager, Fisher Funds is paid the following fees:
Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and
payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the
Manager’s interests with those of the Marlin shareholders. For every 1% underperformance (relative
to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by 0.1%,
subject to a minimum 0.75% per annum management fee.
Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess
returns over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank
Bill Index plus 5%) subject to achieving the High Water Mark (“HWM”). The total performance fee
amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees) and is
settled fully in cash.
The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset
value per share (after adjustment for capital changes and distributions) at the end of any previous
calculation period in which a performance fee was payable, multiplied by the number of shares at the
end of the period.
In accordance with the terms of the Management Agreement, when a performance fee is earned, it is
paid within 60 days of the balance date.
Performance fees paid to the Manager are recognised as an expense in the Statement of
Comprehensive Income when incurred.
Administration fee: Fisher Funds provides corporate administration services and a fee is payable
monthly in arrears.
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FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 11 RELATED PARTY INFORMATION CONTINUED
(i) Fees Earned and Payable:
20232022
$000$000
Fees earned by the Manager for the year ended 30 June
Management fees 2,266 1,695
Administration services 159 159
Operating expenses 2,425 1,854
For the year ended 30 June 2023, the Manager did not achieve a return in excess of the
performance fee hurdle return and the HWM (2022: Nil). Accordingly, the Company has not
expensed a performance fee (2022: Nil).
Fees payable to the Manager at 30 June
Management fees 197 188
Administration services 13 13
Related party payables 210 201
(ii) Related Party Receivables
Fees receivable from the Manager 30 June
Management fee credit note - 1,13 0
Related party receivable - 1,13 0
Fisher Fund’s management fee was calculated and invoiced at 1.25% of gross asset value, with no
balance date adjustment to reduce the management fee as the gross return did not underperform the
NZ 90 Day Bank Bill Index (30 June 2022: Underperformed by 24.7 percentage points). The Company
has no outstanding management fee credit to offset against future management fee expenses (30 June
2022: $1,129,932).
(iii) Investment Transactions with Related Parties
Off-market transactions between Marlin and other funds managed by Fisher Funds take place for the
purposes of rebalancing portfolios without incurring brokerage costs. These transactions are conducted
after the market has closed at last sale price. There were no purchases for the year ended 30 June
2023 (2022: $169,224) and no sales (2022: $7,322,161).
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b. Directors
Marlin considers its Board of Directors (“Directors”) key management personnel. Marlin does not have
any employees.
During the financial year the Directors earned fees for their services of $179,719 including GST (2022:
$187,113 including GST). The Directors’ fee pool is $181,125 including GST for the year ended
30 June 2023 (30 June 2022: $181,125 including GST). There were no Director fees payable at the
end of the period (30 June 2022: nil).
The Directors held shares in the company as at 30 June 2023 which total 0.13% of total shares on
issue (30 June 2022: 0.11%). The Directors held warrants in the Company as at 30 June 2023 which
total 0.12% of toal warrants on issue (30 June 2022: Nil, as there were no warrants on issue at
30 June 2022).
Dividends of $17,853 (30 June 2022: $28,860) were also received by the Directors as a result of their
shareholding during the period.
NOTE 12 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment
activities, including market risk, credit risk and liquidity risk.
The Management Agreement between Marlin and Fisher Funds details permitted investments.
Financial instruments currently recognised in the financial statements also comprise cash and cash
equivalents, forward foreign exchange contracts, trade and other receivables and trade and other
payables.
Market Risk
All equity investments present a risk of loss of capital, often due to factors beyond the Company’s
control such as competition, regulatory changes, commodity price changes and changes in general
economic climates domestically and internationally. The Manager moderates this risk through
careful stock selection, diversification, and daily monitoring of the market positions. For corporate
governance purposes there is also regular reporting to the Board of Directors. In addition, the
Manager has to meet the criteria of authorised investments within the prudential limits defined in the
Management Agreement.
The country in which Marlin’s exposure is 10% or greater of the portfolio is the United States 79%
(2022: United States 83%).
Price Risk
Price risk is the risk of gains or losses from changes in the market price of investments. The Company
is exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. There were
no companies individually comprising more than 10% of Marlin’s total assets as at 30 June 2023 (2022:
Nil).
Interest Rate Risk
Interest rate risk is the risk of movements in interest rates. Surplus cash is held in interest bearing
foreign currency and New Zealand bank accounts. The Company is therefore exposed to the risk of
changes in interest income from movements in both international and New Zealand interest rates.
There is no hedge against the risk of movements in interest rates.
The Company may use short-term fixed rate borrowings to fund investment opportunities. There
were no borrowings at 30 June 2023 (2022: Nil).
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FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because
of changes in foreign exchange rates. The Company holds assets denominated in international
currencies and it is therefore exposed to currency risk as the value of assets held in international
currencies will fluctuate with changes in the relative value of the New Zealand dollar. The Company
mitigates this risk by entering into forward foreign exchange contracts as and when the Manager
deems it appropriate. At any time during the year the portfolio may be hedged by an amount deemed
appropriate by the Manager.
Sensitivity Analysis
The table below summarises the impact on net profit after tax and shareholders’ equity to reasonably
possible changes arising from market risk exposure at 30 June as follows:
2023 2022
$000$000
Price risk
1
International listed equity investmentsCarrying value 183,358 175,5 4 4
Impact of a 20% change in market prices: +/- 36,672 3 5 ,10 9
Interest rate risk
2
Cash and cash equivalentsCarrying value 16,246 2,609
Impact of a 1% change in interest rates: +/- 162 26
Currency risk
3
Cash and cash equivalentsCarrying value 8,832 175
Impact of a +10% change in exchange rates (803) (16)
Impact of a -10% change in exchange rates 982 19
International listed equity investmentsCarrying value 183,358 175,5 4 4
Impact of a +10% change in exchange rates (16,669) (15,959)
Impact of a -10% change in exchange rates 20,373 19,505
Forward foreign exchange contractsCarrying value (1,471) (1,9 01)
Impact of a +10% change in exchange rates 7,863 8,358
Impact of a -10% change in exchange rates (9,610) (10,216)
Net foreign currency payables/receivablesCarrying value (5,243) 86
Impact of a +10% change in exchange rates 477 (8)
Impact of a -10% change in exchange rates (583) 10
1
A variable of 20% is considered appropriate for market price risk sensitivity analysis based on historical price
movements.
2
A variable of 1% was selected as this is a reasonably expected movement based on historical volatility. The
percentage movement for the interest rate sensitivity relates to an absolute change in interest rate rather than a
percentage change in interest rate.
3
A variable of 10% was selected as this is a reasonably expected movement based on historic trends in exchange
rate movements.
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Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Company. In the normal course of its business, the Company is exposed to credit risk
from transactions with its counterparties.
Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions
in listed securities are paid for on delivery according to standard settlement instructions and are
normally settled within three business days. Dividends receivable are due from listed international
companies and are normally settled within a month after the Ex-Dividend date. The Company
has cash and forward foreign exchange contracts with banks registered in New Zealand, and
internationally, which carry a minimum short-term credit rating of S&P A+ or equivalent (2022: AA-).
Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions
in listed securities are paid for on delivery according to standard settlement instructions and are
normally settled within three business days. Dividends receivable are due from listed international
companies and are normally settled within a month after the Ex-Dividend date. The Company
has cash and forward foreign exchange contracts with banks registered in New Zealand, and
internationally, which carry a minimum short-term credit rating of S&P A+ or equivalent (2022: AA-).
The Company measures credit risk and expected credit losses using probability of default, exposure
at default and loss given default. Management considers both historical analysis and forward looking
information in determining any expected credit loss. At balance date, cash at bank was held with
counterparties with a credit rating of S&P A+ or equivalent. Trade and other receivables are normally
settled within three business days. Management considers the probability of default to be close to
zero as the counterparties have a strong capacity to meet their contractual obligations in the near
term. As a result, no loss allowance has been recognised based on 12 month expected credit losses
as any such impairment would be wholly insignificant to the Company.
The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the
Statement of Financial Position.
Other than cash at bank, short term unsettled trades and dividends receivable, there are no
significant concentrations of credit risk. The Company does not expect non-performance by
counterparties, therefore no collateral or security is required.
Liquidity Risk
Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash
in order to meet the Company’s financial obligations as they fall due. The Company endeavours to
invest the proceeds from the issue of shares in appropriate investments while maintaining sufficient
liquidity (through daily cash monitoring) to meet working capital and investment requirements. All
trade and other payables have contractual maturities of three months or less.
Liquidity to fund investment requirements can be augmented through the procurement of a debt
facility from a registered bank to a maximum value of 20% of the gross asset value of the Company.
There were no such debt facilities at 30 June 2023 (2022: nil).
All derivative financial liabilities held by the Company have contractual maturities of three months or less.
There have been no subsequent events to suggest any issues with satisfying working capital and
investment requirements.
Capital Risk Management
The Company’s objective is to prudently manage shareholder capital (share capital, reserves,
accumulated deficits) and borrowings (if any).
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares
and secure borrowings in the short term.
The Company was not subject to any externally imposed capital requirements during the year.
Since announcing a long-term distribution policy in August 2010, the Company continues to pay 2%
of average net asset value each quarter in dividends.
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NOTE 13 NET ASSET VALUE
The net asset value per share of Marlin as at 30 June 2023 was $0.93 per share (2022: $0.89),
calculated as the net assets of $192,751,584 divided by the number of shares on issue of
206,666,696 (2022: net assets of $178,094,948 and shares on issue of 200,605,735).
NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES
There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2023
(2022: nil).
NOTE 15 SUBSEQUENT EVENTS
Dividend: The Board declared a dividend of 1.82 cents per share on 21 August 2023. The record
date for this dividend is 7 September 2023 with a payment date of 22 September 2023.
There were no other events which require adjustment to, or disclosure, in these financial statements.
FOR THE YEAR ENDED 30 JUNE 2023
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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Independent auditor’s report
To the shareholders of Marlin Global Limited
Our opinion
In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 30 June 2023, its financial
performance and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards (IFRS).
What we have audited
The financial statements comprise:
●the statement of financial position as at 30 June 2023;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in theAuditor’s responsibilities for the audit of the financial statementssection of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand)(PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and theInternational Code of Ethics for Professional Accountants (including International
Independence Standards)issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of listed equity investments. This matter was addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on this matter.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Our opinion
In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 30 June 2023, its financial
performance and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards (IFRS).
What we have audited
The financial statements comprise:
●the statement of financial position as at 30 June 2023;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in theAuditor’s responsibilities for the audit of the financial statementssection of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand)(PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and theInternational Code of Ethics for Professional Accountants (including International
Independence Standards)issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of listed equity investments. This matter was addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on this matter.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
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Description of the key audit matterHow our audit addressed the key audit matter
Valuation and existence of listed equity
investments
Listed equity investments (the
investments) are valued at $183 million
and represent 91% of total assets at 30
June 2023.
Further disclosures on the investments
are included in note 2 to the financial
statements.
This was an area of focus for our audit
and an area where a significant proportion
of audit effort was directed.
As at 30 June 2023, all investments were
in companies that were listed on
recognised stock exchanges and were
actively traded with readily available,
quoted market prices.
All investments are held by Trustees
Executors Limited (the Custodian) on
behalf of the Company.
Our audit procedures included updating our
understanding of the business processes employed by
the Company for accounting for, and valuing, its
investment portfolio.
We obtained confirmation from the Custodian that
the Company was the recorded owner of each of the
investments.
We obtained copies of and assessed Trustees
Executors Limited’s Internal Controls Reports for
Custody, Investment Accounting and Registry services
for the period from 1 April 2022 to 31 March 2023. We
also obtained confirmation from Trustees Executors
Limited that there had been no material change to
the control environment in the period from 1 April 2023
to 30 June 2023.
We agreed the price for all investments held at 30
June 2023 and the exchange rate at which they have
been converted from foreign currencies to New
Zealand dollars to independent third-party pricing
sources.
Our audit approach
Overview
MaterialityOverall materiality: $963,000, which represents approximately 0.5% of net
assets.
We chose net assets as the benchmark because, in our view, the
objective of the Company is to provide investors with a total return on its
assets, taking account of both capital and income returns.
Key audit mattersAs reported above, we have one key audit matter, being:
Valuation and existence of listed equity investments.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the financial statements as a whole, taking into account the structure of the Company, the
accounting processes and controls, and the industry in which the Company operates.
PwC
2
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Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and in aggregate, on the financial statements as a whole.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the annual report, but does not include the financial statements and our
auditor's report thereon. The annual report is expected to be made available to us after the date of this
auditor's report.
Our opinion on the financial statements does not cover the other information and we will not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-2/
This description forms part of our auditor’s report.
PwC
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MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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Whowereportto
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Philip Taylor.
For and on behalf of:
Chartered AccountantsAuckland
21 August 2023
PwC
4
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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60
Spread of Shareholders as at 4 August 2023
Holding Range# of Shareholders# of Shares% of Total
1 to 99921583,6070.04
1,000 to 4,9995881,583,8560.77
5,000 to 9,9998005,475,0062.65
10,000 to 49,9992,05848,290,94723.37
50,000 to 99,99950735,517,56717.18
100,000 to 499,9993646 7, 5 6 7, 3 4 232.69
500,000 +3548,148,37123.30
TOTAL4,567206,666,696100%
20 Largest Shareholders as at 4 August 2023
Holder Name# of Shares% of Total
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>5,836,6062.82
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>5 , 3 41,13 32.58
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
AC C O U N T>
4,669,7752.26
CUSTODIAL SERVICES LIMITED <A/C 4>3,372,2181.63
ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M
SIMMONDS PARTNERSHIP A/C>
3,026,9081.46
LEVERAGED EQUITIES FINANCE LIMITED2 , 8 17, 4 3 21.36
FNZ CUSTODIANS LIMITED2,464,5131.19
JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER
JOHN CLARK <RIORDAN FAMILY A/C>
1,418,3290.69
THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN1,143,0000.55
JOHN ROBERT MACDONNELL1,043,0910.50
JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED
<BRIAN CURRIE NO 2 FAMILY A/C>
1,015,8250.49
PHILIP MICHAEL EDWARDES1,013,5690.49
RUSSEL ERNEST GEORGE CREEDY975,8600.47
PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD
<JEM FAMILY A/C>
8 8 7, 0 0 90.43
MARGARET MASSEY872,8030.42
BRIAN MAXWELL CURRIE & J D PATTERSON TRUSTEE LIMITED
<JANET CURRIE FAMILY A/C>
758,9100.37
DEREK JOHN SMITH & MAUREEN MARGARET SMITH750,0000.36
LEO ADRIAN KOPPENS750,0000.36
DAVID WILLIAM FREDERICK HAWORTH740,6250.36
LAPAUGE LIMITED719,6150.35
TOTAL3 9,617, 2 2119.17%
SHAREHOLDER INFORMATION
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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Spread of Warrant holders as at 4 August 2023
Holding Range# of Warrant Holders# of Warrants% of Total
1 to 999687304,7930.60
1,000 to 4,9991,8304,802,2689.51
5,000 to 9,9998696,136,56012.15
10,000 to 49,99985117, 0 6 3 ,19 533.79
50,000 to 99,999926 ,13 0 , 4 6112.14
100,000 to 499,999518,791,01717. 41
500,000 +97, 2 74 , 4 0 814.40
TOTAL4,38950,502,702100%
20 Largest Warrant holders as at 4 August 2023
Holder Name# of Warrants% of Total
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1, 4 5 9,15 22.89
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>1,041,2422.06
CUSTODIAL SERVICES LIMITED <A/C 4>850,9281.68
RICHARD JAMES THOMAS847,8831.68
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
AC C O U N T>
8 01,7651.59
FNZ CUSTODIANS LIMITED632,8671.25
JOHN ALBERT GALT571,36 01.13
LEVERAGED EQUITIES FINANCE LIMITED5 6 9, 2111.13
CHARLES LEONARD MICHAEL MORING500,0000.99
ANDREW PAUL LISSAMAN EVERIST490,9480.97
CLARE FOGARTY3 9 7, 9 9 80.79
JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER
JOHN CLARK <RIORDAN FAMILY A/C>
354,5830.70
STEPHEN THOMAS WRIGHT339,0440.67
DAVID SYLVESTER MACKIE338,3170.67
THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN271,20 60.54
JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED
<BRIAN CURRIE NO 2 FAMILY A/C>
239,4010.47
RUSSEL ERNEST GEORGE CREEDY239,0960.47
PHILIP MICHAEL EDWARDES238,8700.47
ROGER WILLIAM CLARK2 3 7, 4 0 00.47
MAYHAP LIMITED233,2920.46
TOTAL10,654,56321.1%
SHAREHOLDER INFORMATION
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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Directors’ Relevant Interests in Equity Securities as at 30 June 2023
STATUTORY INFORMATION
Interests Register
Marlin is required to maintain an interests register in which the particulars of certain transactions and matters
involving the directors must be recorded. The interests register for Marlin is available for inspection at its registered
office. Particulars of entries in the interests register as at 30 June 2023 are as follows:
SharesWarrants
Held DirectlyHeld by
Associated
Person
Held DirectlyHeld by
Associated
Persons
R A Coupe
(1)
100,58123,704
C A Campbell
(2)
154,08936,315
D M McClatchy
(3)
5,9221,39 6
F A Oliver
(4)
2,890695
(1)
R A Coupe purchased 4,315 shares on market in the year ended 30 June 2023 as per the Marlin share purchase plan
(purchase price $1.14). R A Coupe acquired 7,449 shares in the year ended 30 June 2023, issued under the dividend
reinvestment plan (average issue price $0.92). R A Coupe was allocated 23,704 warrants in the year ended 30 June 2023.
(2)
C A Campbell purchased 3,220 shares on market in the year ended 30 June 2023 as per the Marlin share purchase plan
(purchase price $1.14). C A Campbell acquired 11,412 shares in the year ended 30 June 2023, issued under the dividend
reinvestment plan (average issue price $0.92). C A Campbell was allocated 36,315 warrants in the year ended 30 June 2023.
(3)
D M McClatchy purchased 3,250 shares on market in the year ended 30 June 2023 as per the Marlin share purchase plan
(purchase price $1.14). D M McClatchy acquired 438 shares in the year ended 30 June 20223, issued under the dividend
reinvestment plan (average issue price $0.92). D M McClatchy was allocated 1,396 warrants in the year ended 30 June 2023.
(4)
F A Oliver purchased 2,780 shares on market in the year ended 30 June 2023 as per the Marlin share purchase plan
(purchase price $1.14). F A Oliver acquired 110 shares in the year ended 30 June 2023, issued under the dividend
reinvestment plan (average issue price $0.87). F A Oliver was allocated 695 warrants in the year ended 30 June 2023.
Directors Holding Office
Marlin’s directors as at 30 June 2023 were:
• R A Coupe (Chair)
• C A Campbell
• D M McClatchy
• F A Oliver
In accordance with the Marlin constitution and NZX Listing Rules, Fiona Oliver was elected as a director at the 2022
Annual Shareholders’ Meeting. Andy Coupe retires by rotation at the 2023 Annual Shareholders’ Meeting and being
eligible offers himself for re-election.
Directors’ Indemnity and Insurance
Marlin has arranged Directors’ and Officers’ Liability Insurance covering directors acting on behalf of Marlin. Cover
is for damages, judgements, fines, penalties, legal costs awarded, and defence costs arising from wrongful acts
committed while acting for Marlin. The types of acts that are not covered include dishonest, fraudulent, malicious
acts or omissions, and wilful breach of statute or regulations.
Marlin has granted an indemnity in favour of all current and future directors of the Company in accordance with its
constitution.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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63
Directors’ Relevant Interests
The following are relevant interests of Marlin’s directors as at 30 June 2023:
R A CoupeKingfish LimitedChair
Barramundi LimitedChair
Coupe Consulting LimitedDirector
Briscoe Group Limited Director
C A CampbellKingfish LimitedDirector
Barramundi LimitedDirector
T&G Global LimitedDirector
Hick Bros Holdings Limited & subsidiary companies Director
Woodford Properties 2018 LimitedDirector
alphaXRT LimitedDirector
New Zealand Post LimitedChair
Asset Plus LimitedDirector
Nica Consulting LimitedDirector
NZME LimitedDirector
Cord Bank LimitedDirector
T&G Insurance LimitedDirector
Bankside Chambers LtdDirector
Chubb Insurance New Zealand LimitedDirector
D M McClatchyKingfish LimitedDirector
Barramundi LimitedDirector
Guardians of NZ SuperannuationBoard Member
Trust Investment ManagementDirector
F A OliverKingfish LimitedDirector
Barramundi LimitedDirector
Gentrack Group LimitedDirector
First Gas GroupDirector
Freightways LimitedDirector
Wynyard Group Limited (in liquidation)Director
New Zealand Water PoloDirector
Summerset Group Holdings LimitedDirector
Guardians of NZ SuperannuationBoard Member
STATUTORY INFORMATION CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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64
Auditor’s Remuneration
During the 30 June 2023 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers
New Zealand.
$000
Statutory audit and review of financial statements51
Other assurance services0
Non assurance services0
PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under
the Auditor Regulation Act 2011.
Donations
Marlin did not make any donations during the year ended 30 June 2023.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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Registered Office
Marlin Global Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
Directors
Independent Directors
Andy Coupe (Chair)
Carol Campbell
David McClatchy
Fiona Oliver
Corporate Management Team
Wayne Burns
Beverley Sutton
Manager
Fisher Funds Management
Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
Share Registrar
Computershare Investor
Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
A u c k l a n d 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
For more information
For enquiries about transactions, changes of address, and dividend payments, contact the share registrar
above. Alternatively, to change your address, update your payment instructions, and to view your investment
portfolio including transactions online, please visit: www.investorcentre.com/NZ
For enquiries about Marlin contact
Marlin Global Limited
Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 93502, Takapuna, Auckland 0740
Phone: +64 9 484 0365 | Email: enquire@marlin.co.nz
Auditor
PricewaterhouseCoopers
New Zealand
Level 27
P w C Towe r
15 Customs Street West
Auckland 1010
Solicitor
Bell Gully
Level 21
48 Shortland Street
Auckland 1010
Banker
ANZ Bank New Zealand Limited
23 – 29 Albert Street
Auckland 1010
Nature of Business
The principal activity of
Marlin is investment in
quality, growing companies
based outside New Zealand
and Australia.
The information contained in this annual report is provided for information purposes only and does not constitute an offer,
invitation, basis for a contract, financial advice, other advice, or recommendation to conclude any transaction for the purchase
or sale of any security, loan, or other instrument. In particular, the information contained in this annual report is not financial
advice for the purposes of the Financial Markets Conduct Act 2013, as amended, and should not be relied upon when making
an investment decision. Professional financial advice from a financial adviser should be taken before making an investment.
DIRECTORY
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2023
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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.