Kingfish 2024 Annual Report
ANNUAL REPORT
2024
31 MARCH
2
CALENDAR
Next Dividend Payable
27 JUNE 2024
Annual Shareholders’ Meeting
Ellerslie Event Centre, Auckland
8 AUGUST 2024, 10:30AM
Interim Period End (1H25)
30 SEPTEMBER 2024
03About Kingfish
06Directors’ Overview
10Manager’s Report
18The STEEPP Process
20Kingfish Portfolio Stocks
26Board of Directors
27Corporate Governance Statement
35Directors’ Statement of Responsibility
36Financial Statements
54Independent Auditor’s Report
58Shareholder Information
60Statutory Information
63Directory
CONTENTS
Andy Coupe
Chair
Carol Campbell
Director
This report is dated 24 June 2024 and is
signed on behalf of the Board of Kingfish
by Andy Coupe, Chair, and Carol
Campbell, Director.
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ANNUAL REPORT
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3
ABOUT KINGFISH
Kingfish Limited (“Kingfish” or “the Company”) is a listed investment
company that invests in quality, growing New Zealand companies. The
Kingfish portfolio is managed by Fisher Funds Management Limited
(“Fisher Funds” or “the Manager”), a specialist investment manager
with a track record of successfully investing in growth company shares.
Kingfish listed on NZX Main Board on 31 March 2004 and may invest
in companies that are listed on a New Zealand stock exchange or
unlisted companies.
INVESTMENT OBJECTIVES
The key investment objectives of Kingfish are to:
» achieve a high real rate of return, comprising both income and capital
growth, within risk parameters acceptable to the directors; and
»provide access to a diversified portfolio of New Zealand quality
growth stocks through a single tax efficient investment vehicle.
INVESTMENT APPROACH
The investment philosophy of Kingfish is summarised by the following
broad principles:
»invest as a medium to long-term investor exiting only on the basis of
a fundamental change in the original investment case;
»invest in companies that have a proven track record of growing
profitability; and
»construct a diversified portfolio of investments based on the ‘STEEPP’
investment criteria (see pages 18 and 19).
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ANNUAL REPORT
2024
$
19.9m
Net profit
3.7
%
Total shareholder return
6.3
%
Gross performance return
$
1. 3 4
NAV per share
$
1. 2 5
Share price
4.6
%
Adjusted NAV return
DIVIDENDS PAID
DIVIDENDS PAID DURING THE YEAR ENDED 31 MARCH 2024 (CENTS PER SHARE)
Total dividends of 10.83cps were paid during the financial year (2023: 11.64 cps)
23 June
2023
2.82
cps
22 September
2023
2.79
cps
15 December
2023
2.64
cps
28 March
2024
2.58
cps
FOR THE 12 MONTHS ENDED 31 MARCH 2024
AT A GLANCE
AS AT 31 MARCH 2024
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ANNUAL REPORT
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Fisher & Paykel
Healthcare
16
%
Infratil
18
%
Summerset
9
%
Mainfreight
14
%
Auckland
International
Airport
8
%
AS AT 31 MARCH 2024
LARGEST INVESTMENTS
AS AT 31 MARCH 2024
SECTOR SPLIT
Industrials 46%
Healthcare 34%
Utilities 9%
Consumer Staples 5%
Information Technology 4%
Materials 1%
Cash 1%
These are the five largest percentage holdings in the Kingfish portfolio. The full Kingfish portfolio and percentage
holding data as at 31 March 2024 can be found on page 17.
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ANNUAL REPORT
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"It has been another
challenging year for
the New Zealand
listed equities market,
however Kingfish has
delivered a $19.9m
net profit for the
31 March 2024 year."
DIRECTORS’ OVERVIEW
Andy Coupe
Chair
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ANNUAL REPORT
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Global investors have experienced another tough
year, with market performance being driven by a
myriad of factors. These included ongoing recessionary
concerns, high interest rates in response to inflation
and geopolitical uncertainty. Given this environment,
global share markets, which were volatile for most of the
2023 calendar year, have only recently started showing
signs of recovery. However, while the New Zealand
share market returns have lagged global share market
performance, Kingfish has performed relatively well.
The Manager has successfully turned around a half
year loss of $14.7m (for the half year to 30 September
2023) to end the 31 March 2024 financial year with
a $19.9m net profit (NPAT). While the Adjusted NAV
return
1
was up 4.6%, the total shareholder return
2
was
up 3.7%, reflecting the lower share price over the year.
The gross performance return
3
of 6.3% and the Adjusted
NAV return of 4.6% were both ahead of the Company’s
benchmark index
4
, which was up 1.9%. The Manager
believes that Kingfish remains well placed, by virtue of
the quality of the portfolio companies' business models
and their attractive long-term runways for earnings
growth. These factors, when combined with reasonable
valuations, means the current environment presents an
attractive opportunity for patient investors.
There has been a small reduction in Kingfish Limited’s
Net Asset Value (NAV) for the year, from $462 million
(as at 31 March 2023) to $458 million, which is
essentially the result of the Kingfish distribution policy,
with net distributions (net of the dividend reinvestment
plan) of $24m paid during the year, exceeding the
financial year NPAT by $4m. However, it is also
relevant to note that the Kingfish annualised adjusted
NAV performance over the longer term of three and
five years, being -0.9% and 6.6%, are 0.3 and 2.4
percentage points respectively above the S&P/NZX50G
index for those same three and five-year periods of
-1.2% and 4.2%.
Revenues and Expenses
The 2024 net profit result comprised profits on
investments of $16.7m, dividend and interest income of
$10.1m, less operating expenses and tax of $6.9m.
Overall operating expenses were $2.1m higher
than the corresponding period, mainly due to lower
management fees in the prior year, when the portfolio’s
underperformance, compared to the change in the S&P/
NZX Bank Bill 90day index for the year, led to a $2.3m
management fee rebate by the Manager, (being the
fulcrum fee
5
adjustment).
Dividends
Kingfish continues to distribute 2.0% of average net asset
value per quarter, as shareholders consistently express
the attraction of receiving the regular distributions. Over
the 12-month period to 31 March 2024, Kingfish paid
10.83 cents per share in dividends (2023:11.64 cps).
The next dividend will be 2.65 cents per share, payable
on 27 June 2024 with a record date of 6 June 2024.
Kingfish has a dividend reinvestment plan which
provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully paid
ordinary shares. Full details of the Dividend Reinvestment
Plan
6
can be found in the Kingfish Dividend Reinvestment
Plan Offer Document, a copy of which is available at
kingfish.co.nz/investor-centre/capital-management-
strategies/
Warrants
On 6 July 2023, 83.1m new warrants were allotted.
One new warrant was issued to eligible shareholders for
every four shares held on the record date (5 July 2023).
The warrants are exercisable on 26 July 2024 at $1.37
per warrant, adjusted down for dividends declared
during the period commencing from the allotment of the
warrants, up to the announcement of the 26 July 2024
exercise price.
Share Buybacks
The share buyback programme
7
is another part of
Kingfish’s capital management. During the 12 months to
31 March 2024, the share price was, at times during
the financial year, at a discount of greater than 6% to
the adjusted NAV, and the Company bought back 0.7m
shares (FY23: Nil). Subsequent to the 31 March 2024
year end, the Company bought back 0.6m shares in the
period to 31 May 2024.
1
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.
2
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.
3
The gross performance return is the portfolio performance before expenses, fees and tax. It is an appropriate return measure for
assessing the Manager’s performance against an index or benchmark.
4
The benchmark index is the S&P/NZX50G.
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. Subject to a minimum 0.75% pa management fee.
6
Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Kingfish or Computershare
Investor Services Limited.
7
Shares purchased under the buyback programme are held as treasury stock and subsequently utilised under the dividend
reinvestment plan.
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FIGURE 1: FIVE-YEAR PERFORMANCE SUMMARY
Corporate Performance
For the year ended 31 March20242023202220212020
5 years
(annualised)
Total Shareholder Return3.7%(18.8%)0.02%6 5.1%7. 2 %8.3%
Adjusted NAV Return4.6%(3.6%)(3.5%)41.1%0.4%6.6%
Dividend Return
1
8.5%7. 7 %7. 4 %7. 7 %8.5%
Net Profit/(Loss)$19.9 m($19. 5 m )($17.3m)$142.7m$1.7m
Basic Earnings per Share 5.96cps-6.00cps-5.49cps56.28cps0.75cps
OPEX ratio1.5%0.9%1.1%2.9%1.5%
OPEX ratio (before performance fee)1.5%0.9%1.1%1.5%1.5%
As at 31 March20242023202220212020
NAV (as per financial statements)$1.34$1.40$1.58$1.7 7$1.39
Adjusted NAV$6.58$6.30$6.53$6.77$4.80
Share price$1.25$1.32$1.75$1.90$1.29
Warrant price$0.01-$0.05-$0.03
Share price discount / (premium) to NAV
2
6.5%5.7%( 11. 6 % )( 7. 3 % )6.7%
DIRECTORS’ OVERVIEW CONTINUED
Andy Coupe / Chair
Kingfish Limited
24 June 2024
20 Year Anniversary – 31 March 2024
At the end of March, Kingfish celebrated 20 years
since first listing on the NZX and members of the Board
and representatives from the Manager were invited to
open the day’s share market trading, in late March, at
the NZX. We are collectively proud of what Kingfish
has achieved over the 20 years, delivering competitive
returns for shareholders through numerous share market
cycles.
Annual Shareholders’ Meeting
The 2024 annual shareholders’ meeting will be held
on Thursday 8 August at 10:30am at the Ellerslie Event
Centre in Auckland and online. All shareholders are
encouraged to attend, with those who are unable to
attend either form of the meeting invited to cast their vote
on Company resolutions prior to the meeting.
Conclusion
The year ended 31 March 2024 year was yet another
challenging period for the New Zealand share market.
Notwithstanding the changeable market conditions
over the period, your directors remain confident in
the strategy of focusing on well-managed, quality
businesses, whose sustainable competitive advantages
enable them to adapt and respond to an ever-changing
environment over the medium to long-term.
We would like to thank you for your continued support
and look forward to seeing many of you at the annual
meeting on 8 August 2024.
On behalf of the board,
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ANNUAL REPORT
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Non-GAAP Financial Information
Kingfish uses the following non-GAAP measures:
»adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation decisions after
expenses, fees and tax,
»adjusted NAV return – the percentage change in the adjusted net asset value,
»gross performance return – the Manager’s portfolio performance in terms of stock selection before expenses, fees and tax,
»total shareholder return – the return combines the share price performance, the warrant price performance, the net value of
converting any warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the
Company’s dividend reinvestment plan, and that shareholders exercise their warrants (if they were in the money) at warrant
expiry date,
»OPEX ratio – the percentage of Kingfish’s assets used to cover operating expenses, excluding tax and brokerage, and
»dividend return – how much Kingfish pays out in dividends each year relative to its average share price during the period.
(Dividends paid by Kingfish may include dividends received, interest income, investment gains and/or return of capital).
All references to adjusted net asset value, gross performance return and total shareholder return in this Annual Report are to
such non-GAAP measures. The calculations applied to non-GAAP measures are described in the Kingfish Non-GAAP Financial
Information Policy. A copy of the policy is available at kingfish.co.nz/about-kingfish/kingfish-policies.
FIGURE 2: TOTAL SHAREHOLDER RETURN
Share Price/Total Shareholder Return
Total Shareholder ReturnShare Price
$
9.00
$
8.00
$
7.00
$
6.00
$
5.00
$
4.00
$
3.00
$
2.00
$
1.00
$
0.00
Mar
2016
Mar
2019
Mar
2020
Mar
2021
Mar
2022
Mar
2023
Mar
2024
Mar
2004
Mar
2005
Mar
2006
Mar
2007
Mar
2008
Mar
2009
Mar
2010
Mar
2 011
Mar
2012
Mar
2013
Mar
2014
Mar
2015
Mar
2017
Mar
2018
Manager Performance
For the year ended 31 March20242023202220212020
5 years
(annualised)
Gross Portfolio Performance (before
expenses, fees and tax)6.3%(2.7%)(2.5%)46.0%2.9%8.6%
S & P/N Z X 5 0 G I n d e x1.9%(1.9%)(3.6%)28.2%(0.5%)4.2%
Performance fee hurdle/Benchmark Rate
3
12. 7 %10.2%7. 5 %7. 3 %8.6%
NB: All returns have been reviewed by an independent actuary.
1
Kingfish’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year.
(The dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied).
2
Share price discount/premium) to NAV (including warrant price on a pro-rated basis).
3
The performance fee hurdle is the Benchmark Rate (the change in the NZ 90 Day Bank Bill Index +7%).
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Matt Peek
Portfolio Manager
“It was encouraging
to see Kingfish’s
companies collectively
deliver resilient
performance in a
difficult economic
environment.”
MANAGER’S REPORT
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SUMMARY AND MARKET REVIEW
During the financial year to 31 March 2024, the New
Zealand market benchmark
1
rose by 1.9%, while
Kingfish delivered a Gross Performance Return of 6.3%.
By comparison, the MSCI World index which measures
global markets, was up 31% in NZ dollar terms. Many
key markets have performed more strongly than the
New Zealand market (such as the S&P 500 up 36% in
the US and the S&P/ASX 200 up 17% in Australia, both
in NZ dollar terms).
A key reason why the New Zealand market has
delivered lower returns recently has been the weaker
economic environment. Our economy has seen
economic growth fail to match expectations and come
in at lower levels of growth overall. New Zealand
ultimately has proved more fragile in this environment
than other countries such as the US and Australia,
despite all moving to higher interest rate settings.
Chart: Since the start of the 2024 financial year
New Zealand’s real GDP growth has fallen short of
expectations and come in lower than other regions
Source: Bloomberg
The Reserve Bank of New Zealand (RBNZ) has been
resolute in maintaining a high Official Cash Rate to
ensure inflation returns to acceptable levels. This has
hurt New Zealand households, which overall are
indebted.
In New Zealand, we typically have short duration fixed
term mortgages, with one and two years popular. For
example, the two-year mortgage rate has risen from
lows of around 2.5% in mid-2021 to highs of around
7% in late 2023. This means households refinancing
onto higher rates over this period have seen meaningful
reductions in discretionary income, especially after
factoring significant cost-of-living inflation on essentials
(such as groceries, fuel, rates and insurance).
US households are typically on 30-year fixed
rate mortgages, and so collectively have not seen
discretionary income reduced in this manner. Australia
has a similar dynamic to New Zealand, with most
households on floating mortgages. However, as at 31
March 2024 the Reserve Bank of Australia had only
hiked its cash rate to 4.35%, versus the RBNZ’s 5.5%,
which means Australian households haven’t been
squeezed as hard.
Private consumption forms about 60% of New Zealand
GDP, so it has not been surprising to see a sluggish
economy while the Kiwi consumer keeps their wallet in
their pocket as this dynamic plays out.
Fortunately, Kingfish has a modest exposure to
companies that rely on the New Zealand consumer. In
fact a number of portfolio companies derive a lot of
income from offshore. However, we acknowledge some
of Kingfish’s companies have been impacted by the
weaker local economy.
Chart: Seasonally adjusted NZ retail sales volumes fell
for the eighth consecutive quarter in December 2023,
highlighting the weak consumer environment
Source: Stats NZ; retail sales volumes expressed using
constant September 2010 quarter prices
THE KINGFISH PORTFOLIO YEAR IN
REVIEW
Overall, it was a positive year for Kingfish, with
its portfolio of high quality growth companies
withstanding the test of a particularly difficult New
Zealand economic environment. However, returns in
absolute terms were below long term averages.
Kingfish outperformed its New Zealand equity market
benchmark for the financial year, with a Gross
Performance Return of 6.3% versus the S&P/NZX 50 of
1.9%.
1
S&P/NZX 50 gross index excluding imputation credits.
3.5%
3.0%
2.5%
2.0%
1.5%
1.0%
0.5%
0.0%
2023 2024
New ZealandAustraliaUnited StatesGlobal
2023 20242023 20242023 2024
Actual 2023 and latest estimate for 2024
Expectations at the start of FY24
$28b
$26b
$24b
$22b
$20b
Dec 2016Dec 2017 Dec 2018Dec 2019Dec 2020Dec 2021Dec 2022Dec 2023
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During the financial year to 31 March 2024, Kingfish’s
performance reflected a variety of idiosyncratic factors
affecting its diverse portfolio of companies. We discuss
each of these in turn in the next section.
Positive performance was spread across companies
in a range of sectors. A number of the negative
contributors were exposed to a slowing consumer
environment, both in New Zealand and overseas.
These included the likes of Delegat, Freightways and
Port of Tauranga. Mainfreight also delivered below
MANAGER’S REPORT CONTINUED
PERFORMANCE HIGHLIGHTS
Vista
Movie theatre software provider Vista (+44%) saw its
share price rise as investors began to better appreciate
the potential of its growth trajectory for coming years.
Late in 2023, the company announced a succession of
new contracts signed by its cinema exhibitor customers
to migrate onto Vista’s next generation Digital and
Cloud products. The new products replace its legacy
‘on premise’ systems and provide customers with a
solution that overall has more functionality and requires
less in-house IT resources to support.
Vista
Summerset
Infratil
Vulcan Steel
Contact Energy
Meridian Energy
a2 Milk
Mainfreight
F&P Healthcare
Freightways
Auckland Airport
Port of Tauranga
Ryman
Delegat
EBOS
+44%
+33%
+21%
+19%
+17%
+16%
+9%
+2%
-2%
-2%
-3%
-11%
-13%
-18%
-24%
average performance by its high standards as a result
of subdued local and global freight market conditions.
Overall, it was encouraging to see Kingfish’s
companies collectively deliver resilient performance in
a difficult economic environment.
Part of Kingfish’s rationale for investing in a
concentrated portfolio of quality growth companies
is so that when the economic tide goes out, they are
not swept away with it. This was the case in the 2024
financial year.
Chart: Portfolio Company Total Share Returns (year to 31 March 2024)
During the year, the company also realigned its customer
facing teams, which allows for more consistent customer
engagement and is saving around $10 million annually.
This is a much-improved result compared to the cost
pressure from rising software developer wages that had
hampered the company previously.
The outlook for 2024 and beyond is for revenue
growth as customers are onboarded to the new
products, while the company now has the resources in
place to facilitate the transition, limiting cost growth.
Summerset
Strong execution by its management team and housing
market sentiment improving from depressed levels saw
Summerset (+33%) deliver strong returns over the last
12 months.
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In the prior year, the share prices of New Zealand’s
retirement village companies (including Summerset)
came under indiscriminate pressure due to broader
challenges facing the local housing market as prices
and sales volumes both fell.
In the year to 31 March 2024, national house prices
stabilised (actually increasing 3% over the year) and
sales volumes increased 14% on the prior year. Market
conditions still remain somewhat tougher than recent
history with sales volumes 18% below the average for
the five years prior to COVID.
However, this modest recovery has allowed Summerset
to continue its growth trajectory. It hit records for unit
deliveries and sales across both new villages and the
resale of units at existing villages for the 2023 calendar
year (its latest financial year). The company’s ability to
hold prices to deliver solid sales margins also meant
it was able to achieve a respectable +11% growth in
underlying earnings versus the 2022 calendar year.
Summerset’s preference for broad acre sites and a
lower weighting to aged care units has increasingly
proved the optimal strategy in recent years and remains
valid into the future.
Summerset’s focus on villages with lower peak capital
outlay and shorter development time frames has seen it
deliver attractive development cash profits and recycle
these into new villages, which has also kept debt
levels in check. In turn, this has allowed it to continue
purchasing land for future villages, which has supported
an increasing build rate over time. This is the key to its
attractive earnings growth profile going forward.
Infratil
Infratil (+21%) continued the strong momentum of recent
years, observing continued growth within its portfolio
and adeptly rebalancing its exposures to align to
opportunities.
Key holding CDC Data Centres announced impressive
progress, including targets to increase the size of the
business four-fold by the end of the decade. This is
supported by ongoing demand and the emergence
of Artificial Intelligence workloads in Australia. CDC's
move into Melbourne has been so successful that they
are already building their second site before opening
the first one.
A major event was the acquisition of a further 49.9%
stake in One NZ (formerly Vodafone New Zealand)
from investment partner Brookfield. The transaction
means Infratil essentially owns the entire company
(aside from a small 0.1% management shareholding),
providing complete control over strategy and the ability
to align this with its long-term horizon. Higher profit
margin targets were announced with the transaction.
One NZ will be a meaningful cash generator,
providing funding for investment into other portfolio
companies and delivering returns above cost of capital.
Renewable electricity continues to contribute to
portfolio returns. Infratil’s portfolio company Longroad
Energy hosted an investor day in Arizona to highlight
the scale of the opportunity in the United States. This
will see Longroad build out a 6-gigawatt pipeline of
renewable electricity projects as they progress towards
US$600 million of core operating earnings by 2027.
Gurin Energy, Infratil's Asian renewable energy
platform, presented to us and other Infratil investors in
Sydney. Gurin is ahead of its initial investment case by
a factor of around five times, winning major projects in
Singapore, the Philippines and Thailand as it supports
the regions transition away from fossil fuels.
Finally, a new investment in Console Connect was
announced. Console Connect provides infrastructure
for software-defined networking and the prospects
for high-returning investments in new submarine cable
infrastructure is a key opportunity for the business.
This investment deepens Infratil's presence in digital
infrastructure and shows it is continuing to balance the
portfolio between strong cash generating assets, such as
One NZ, and growth options such as Console Connect
which will pay off over a longer-term horizon.
Contact Energy and Meridian Energy
Local electricity companies Contact Energy (+17%)
and Meridian Energy (+16%) benefitted from New
Zealand electricity prices remaining elevated during
the year. Gas remains in short supply, which is keeping
the cost of thermal generation elevated. In addition,
there is a lag in the ability to pass wholesale prices
on to retail customers, so pricing in this segment also
continues to rise. There are some emerging signs New
Zealand’s electricity demand is beginning to grow after
a prolonged period of industrial closures and thermal
efficiency in households having muted demand growth.
New generation projects coming to market will see
earnings growth, even if electricity prices ease back
from current levels. Meridian’s Harapaki wind farm and
Contact’s Tauhara geothermal power station are both
scheduled to come online in 2024, which will provide
meaningful uplifts in earnings.
The possible closure of the Tiwai Point aluminium
smelter has presented an ongoing risk to the sector
since Rio Tinto indicated it may look to close the site
back in 2020, before extending its power contracts
until the end of 2024. The smelter consumes about
13% of New Zealand’s electricity in a given year, so
would flood the market with cheap electricity if it were
to close. Since 2020, aluminium prices have risen and
the smelter’s profitability is much improved, and in late
May 2024 Meridian and Contact agreed a renewed
contract on better terms.
The a2 Milk Company
The a2 Milk Company (+9%) continued to grow, taking
further market share in the Chinese infant formula
sector.
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ANNUAL REPORT
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MANAGER’S REPORT CONTINUED
This allowed it to be one of the best performing brands
in that market. The company now has around 6-7%
market share and remains focused on extending its
distribution channels that are growing strongly and
where it is under-represented. This should lead to
further growth over time.
Mainfreight
Mainfreight (+2%) has a proud history of profitable
growth over the long term. However, the current
environment means its continued focus on network
expansion and market share gains have been usurped
in the short term by softer volumes.
The company saw a sharp deterioration in profitability
in the first quarter of the 2024 financial year due to
lower freight volumes through its network, with fixed
costs weighing on performance. Given the company’s
long-term focus and appreciation for the competitive
advantage it derives from its team and culture,
Mainfreight elected to retain all permanent team
members and ride out the lower volume environment.
This was justified as soon as the subsequent quarter, as
its focus on market share gains and a hiring freeze saw
returns improve.
Despite its strengths, Mainfreight remains affected
in the short term by lower freight volumes and many
customers globally destocking (rather than replenishing)
inventories in response to lower than anticipated
consumer demand. We are seeing some signs that
global ocean and air freight volumes are improving,
although certain local freight markets remain subdued.
What remains important for the company is its
unwavering focus on building for the long term. It
continues to focus on winning customers based on
service and controlling international freight at both origin
and destination to reduce commissions paid away to
outside agents. It also continues to focus on increasing
the proportion of customers using inbound and outbound
freight services that attach to its strongly growing
warehousing offering. Mainfreight also continues to
expand geographically, with new branches opening,
including in promising new markets like India.
We remain confident that we will look back on the
current tricky period as a hurdle cleared in its ‘100-
year’ vision.
PERFORMANCE LOWLIGHTS
EBOS
EBOS (-24%) delivered solid operating performance
across its business units over the last 12 months but
this was overshadowed by the unexpected loss of the
Chemist Warehouse pharmaceutical supply contract for
Australia to competitor Sigma from 1 July 2024.
The community pharmacy industry overall remains in
growth including EBOS’s leading Australian franchise
pharmacy group, TerryWhite Chemmart (TWC). TWC
continues to perform strongly due to its focus on care
and health advice and is well positioned to provide
more services over time, which reduces pressure on
core primary healthcare services, in line with the
Australian government’s objectives.
EBOS’s medical devices businesses, including its recent
LifeHealthcare acquisition, are performing in line with
expectations. Its hospital business has demonstrated
market share gains, and the Contract Logistics unit is
expected to grow strongly as it utilises new capacity
added in New Zealand and Australia.
Additionally, the Animal Care division is benefitting
from its newly built in-house manufacturing facility,
which will enable new product development and
further revenue growth.
The loss of the Chemist Warehouse contract translates
to a meaningful A$2 billion step down in revenue
for EBOS, with an estimated impact of around A$75
million in pre-tax earnings. Ongoing share gains,
cost-cutting initiatives, and acquisition opportunities are
expected to bridge the earnings shortfall; nevertheless,
this contract loss has temporarily created a one-year
hiatus in EBOS’s attractive earnings growth profile.
Delegat Group
Oyster Bay wine brand owner Delegat (-18%) had
to contend with more problematic market conditions
over the previous 12 months. These included domestic
cost pressures and customers limiting orders to run
down their inventories in a tepid environment for wine
consumption in its key markets of Australia, the UK and
North America.
This detracted from its brand momentum in the US,
where it continues to be one of the best performing
premium wine brands (US$10+ price point) from a
retail sales perspective.
We believe the recent share price reflects a heightened
focus on near-term conditions and does not consider
the longer-term earnings potential from volume growth
and recovery in profit margins. The company is actively
adjusting pricing and optimising its distribution strategy
to address this.
Ryman Healthcare
Ryman has been a stark contrast with our larger
retirement operator holding, Summerset. Ryman’s
operational performance and share price performance
over the year (-13%) has been disappointing and we
have further reduced Kingfish’s position in the company.
Positively, the company is increasingly focused on
cashflow outcomes with some success. As part of
this, it is tempering its rate of development as it puts
uneconomic sites up for sale or defers development.
These actions, while limiting short-term growth, are
necessary to improve its capital allocation discipline.
Ryman also reduced profit guidance for the year to 31
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March 2024 due to lower-than-expected new sales
and reduced margins on resales, with softer market
conditions and incomplete main buildings cited as key
factors.
We are aware the capital allocation decisions of prior
management are not a quick fix. We have reduced
Kingfish’s holding meaningfully over recent years and
again this year. We support changes made to the
board and management over the year and expect over
time to see improved operational performance and the
strategic direction of the company.
Despite these challenges, our work suggests the
brand and resident proposition continue to resonate
well. Ryman has a large established business that will
continue to generate growing cash flows as it resells
units as they become available over time.
Port of Tauranga
Port of Tauranga (-11%) experienced a tough year,
facing container volume headwinds in a softening
economy, cost inflation as unions and Kiwirail reset
charges, and a resurgent competitor in Ports of
Auckland as supply chain disruption normalised.
Containerised imports declined due to weak consumer
demand and some loss of market share to Ports of
Auckland. Improvements in Auckland's service levels,
from a low base in recent years, and higher rail costs
for Port of Tauranga have restored Port of Auckland’s
competitiveness in imports. Both ports believe market
share to have now stabilised.
There have been some offsets, including strong log
volumes as Cyclone Gabrielle-damaged logs are
harvested early. The environment for pricing remains
favourable, with Ports of Auckland recently putting
through significant pricing increases (from starting
levels that are lower than Australasian ports), which
Port of Tauranga has typically been able to follow.
Auckland Airport
Auckland Airport (-3%) continued to see passenger
traffic return post-pandemic, with passenger levels
growing to around 90% of the same period in 2019
from lower levels. Much of the focus within the business
as well as for investors has been on the capital
investment programme to modernise the airport’s oldest
and most outdated infrastructure, and the appropriate
(regulated) return it can receive.
Auckland Airport announced plans to spend $6.7
billion over the next ten years on regulated investments,
primarily expanding its terminal facilities, including a
new integrated international and domestic terminal.
During the year, it was announced that prices will
increase around 20% per year on average over
the next four years to support the investment and
provide a fair return on capital. What 'fair' means
is a matter of dispute among the airport, airlines
and the Commerce Commission. The Commerce
Commission is due to make key rulings on Auckland
Airport's proposed pricing over the course of 2024.
This introduces some risk that Auckland Airport may
need to walk back price rises, though the company is
resolute in this position. Separately, the NZ Airports
Association, representing major New Zealand
airports, has taken the Commerce Commission to
court for a 'Merits Review' to challenge the framework
applied to determining a fair return. This won't impact
Auckland Airport's pricing over the next four years but
could potentially have an impact beyond that.
Freightways
Leading local courier operator Freightways (-2%)
demonstrated subdued but resilient performance
against the tough New Zealand economic backdrop.
Over recent periods, the company has seen same-
customer volumes in its core network courier business
down around 5-6% year-on-year, reflecting the
economic slowdown. It has also managed to take
market share from competitors to end up with volumes
modestly in positive territory (up 1-2% in the second
half of 2023). Performance has been similarly
challenging in its Big Chill temperature-controlled
logistics business.
Although growth in this environment has been
challenging, the company has continued to invest
for the future, when volumes will inevitably improve.
In New Zealand, it has opened a new temperature-
controlled facility at the Ruakura inland port. In
Australia it has invested to expand and semi-automate
its Allied Express bulky item delivery operations and its
medical waste processing equipment.
Fisher & Paykel Healthcare
Fisher & Paykel Healthcare's (FPH) share price
performance slightly lagged the broader index over the
past year (-2%).
After experiencing unprecedented demand during the
pandemic, and subsequent volatility as hospital systems
built and destocked inventories during subsequent
COVID waves, the past year marked a return to a
more typical revenue profile for FPH. The demand for
hospital respiratory support products is now showing
more consistent growth. The company's strong product
innovation in both its Hospital and Homecare segments
is now driving higher revenue growth expectations.
FPH is actively working to improve its profit margins
through continuous improvement efforts, although
during the year it emerged that the company will
likely take several years to return to its targeted gross
margin of 65% (of revenue). Additionally, the company
is investing in its sales force to capitalise on its strong
pipeline of products released in recent years, which
has incurred additional costs. Investors had anticipated
a quicker recovery of profit margins, which explains the
soft share price performance.
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MANAGER’S REPORT CONTINUED
The flip side of this dynamic is that the new product
outlook means brighter long-term growth prospects
off the back of its new products. For example, it has
increasingly adapted its Nasal High Flow oxygen
technology for use in anesthesia, to keep patient
oxygen levels high and monitor carbon dioxide
levels as they are being ‘put under’. This reduces
the likelihood of a procedure being aborted and
rescheduled, which is inconvenient and costly. This
opens a relatively new and potentially very lucrative
market of over 50 million patients globally, a similar
size to the market for its existing Nasal High Flow
respiratory support applications. FPH is entering a
period of strong earnings growth, driven by double-
digit revenue growth in both Hospital and Homecare,
combined with margin expansion.
PORTFOLIO ADDITION AND EXIT
Vulcan Steel
Kingfish added Vulcan Steel to the portfolio in May
2023. It has positively contributed to total returns since
shares were first purchased.
Vulcan is the leading steel and aluminium distribution
and value-add processing player in New Zealand
and Australia. The company has a differentiated
business model built around a leading customer service
proposition. Vulcan’s ‘delivery in full and on time’
metrics are well ahead of competitors, which enables it
to charge a premium for this reliability. This translates to
higher profit margins and returns on capital invested.
While it sounds simple, this high service model is driven
by Vulcan’s performance culture and customer-centric
mentality. It is enabled by its self-built technology
platform and own in-house fleet of delivery vehicles,
but particularly by its people and approach to
customer service. The current management team
have grown the business organically and have a
business owner mentality with plenty of ‘skin in the
game’. This mentality is pushed down throughout the
organisation through its flat organisational structure
and de-centralised management approach, with its
team members on the floor also participating in the
business’s success through profit share incentives.
From its beginnings in the 1990s, Vulcan has grown to
command the leading position in the New Zealand steel
distribution market. It is early on its growth journey in
Australia and still has ample runway to take market share
in the fragmented Australian market from a very low
base using its proven strategy. However, it is succeeding:
it is already larger in Australia than New Zealand.
Vulcan has more recently moved into aluminium by
acquiring Ullrich Aluminium, the leading trans-Tasman
player in this space. This increases the company’s
growth opportunities moving forwards.
Of course, as a company exposed to capital
investment, Vulcan is currently seeing cyclical pressure
on its near-term earning power as a result of the
challenging economic conditions. The business is
run very efficiently with a low cost base and so still
delivering significant cash flows at a time when its
competitors are under acute pressure.
We believe we have invested at prices that present
attractive upside over time as cyclical pressures abate
and the company’s growth shines through.
Pushpay
Early in the 2023 financial year we sold our shares in
Pushpay into the takeover offer (which we discussed in
last year’s annual report).
CONCLUSION AND OUTLOOK
It was pleasing to see Kingfish perform positively
against a generally lacklustre economy and New
Zealand sharemarket. This was particularly timely given
Kingfish celebrated its 20-year anniversary as a listed
company with the close of the financial year, having
traded on the New Zealand Stock Exchange for the
first time on 31 March 2004.
Since inception, Kingfish has delivered shareholders
an average annual Adjusted NAV Return of 10.1%
versus the New Zealand equity market benchmark
2
return of 8.0%. While the last five years have seen
lower absolute returns, it has been reassuring that
Kingfish has also outperformed the New Zealand share
market by a similar margin as it has historically, with an
average annual Adjusted NAV Return of 6.6% versus
the benchmark
2
return of 4.2%. This five-year period
spans a range of market conditions, dating back
prior to the COVID pandemic. It captures the global
government stimulus-induced consumption boom and
subsequent recent inflationary period. It also captures
the sharp rise in interest rates and ensuing recessionary
conditions in New Zealand.
Chart: Although the environment for returns has been
lower in the last five years compared to since inception,
Kingfish has continued to deliver superior returns to the
S&P/NZX 50 benchmark index
2
S&P/NZX 50G index
12%
10%
8%
6%
4%
2%
0%
Last 5 years
(p.a.)
Kingfish (Adj. NAV Return)S&P/NZX 50
20 years since inception
(p.a.)
Source: Kingfish
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PORTFOLIO HOLDINGS SUMMARY
AS AT 31 MARCH 2024
Listed Companies% Holding
Auckland International Airport8.4%
Contact Energy7. 3 %
Delegat Group1.8%
EBOS Group6.4%
Fisher & Paykel Healthcare16.0%
Freightways3.2%
Infratil1 7. 8 %
Mainfreight13.9%
Meridian Energy1.5%
Port of Tauranga2.7%
Ryman Healthcare2.5%
Summerset Group8.5%
The a2 Milk Company 3.2%
Vista Group4.5%
Vulcan Steel1.2%
Equity Total98.9%
New Zealand dollar cash1.1%
TOTAL100.0%
The information in this Manager’s Report (including all text, data and charts) has been prepared as at late May 2024. The
information has been prepared as a general summary of the matters covered only, and it is by necessity brief. The information
and opinions are based upon sources which are believed to be reliable, but Kingfish Limited and its officers and directors make
no representation as to its accuracy or completeness. The report is not intended to constitute professional or investment advice
and should not be relied upon in making any investment decisions. Professional financial advice from a financial adviser should
be taken before making an investment. To the extent that the report contains data relating to the historical performance of Kingfish
Limited or its portfolio companies, please note that fund performance can and will vary and that future results may have no
correlation with results historically achieved.
Matt Peek / Portfolio Manager
Fisher Funds Management Limited
24 June 2024
The backbone for this outperformance has been
Kingfish’s focus on those rare high-quality growth
companies that can endure a range of conditions and
deliver shareholder returns over the long term.
OUTLOOK
Last year, I wrote that “despite the doom and gloom
around the New Zealand economy, there are many
reasons to remain optimistic about the outlook”.
The RBNZ has now kept its Official Cash Rate at a high
level (5.5%) for around a year, which has seen inflation
head back near the top of its target range of 1-3%. The
economic downturn has been protracted but we are
now close to the point where the RBNZ can begin to
provide some relief.
Kingfish’s portfolio companies have continued to
manage their businesses with an eye to the long term.
Their recent results in the first half of calendar 2024
have shown they have collectively proved resilient in a
tough environment.
I am proud the portfolio has withstood this test. This
has added to our conviction that these companies
remain well positioned for the current environment and
will go on to even bigger and better things when the
landscape turns more positive in the future.
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STRENGTH OF
THE BUSINESS
What is the company’s
competitive advantage? Is it
sustainable? Is the company a
market leader? Does it have
a dominant position? A strong
business is one that can maintain
its profit margins by employing a
unique strategy.
TRACK
RECORD
How has the company performed
in the past? Has the company
performed under the same
management team? Has it grown
organically or by acquisition? How
did the company react during a
downturn? Fisher Funds prefers to
buy established companies that
have executed well in the past.
EARNINGS
HISTORY
How fast has the company been
able to grow its earnings in the
past? How consistent has earnings
growth been? Fisher Funds prefers
to buy companies that exhibit
secular growth characteristics
where they have the proven ability
to provide a high or improving
return on invested capital.
THE STEEPP PROCESS
Fisher Funds employs an investment and analysis model that it calls the STEEPP process to analyse
existing and potential portfolio companies. This analysis gives each company a score against a
number of criteria that Fisher Funds believes need to be present in a successful portfolio company.
All companies are then ranked according to their STEEPP score to broadly determine their portfolio
weighting (or indeed whether they make the grade to be a portfolio company in the first place).
The STEEPP criteria are as follows:
S
T
E
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EARNINGS GROWTH
FORECAST
What is the company’s earnings
growth forecast over the next
three to five years? What is the
probability of achieving the
forecast? What 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/
VALUATIO N
How much of the future earnings
growth is already reflected in
the share price? Where does the
current share price sit in relation
to 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.
E
P
P
Applying this STEEPP analysis, Fisher Funds constructed a portfolio for
Kingfish which comprised 15 securities at the end of March 2024.
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Total share return sourced from Bloomberg and excludes imputation credits.
THE KINGFISH 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 Kingfish portfolio. Total share
return is for the year to 31 March
2024 and is based on the closing
price for each company plus any
dividends received (excluding
imputation credits).
For companies that are new to the
portfolio in the year, total share
return is from the first purchase
date to 31 March 2024.
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WHAT DOES IT DO?
Auckland International Airport
(AIA) owns and operates New
Zealand’s major gateway as
well as 1500 hectares of land
surrounding the airport. AIA
operates under a ‘dual till’
regulatory regime, meaning
that the company’s aeronautical
operations are subject to light-
handed regulation, whereas
the other non-aeronautical
operations are unregulated. Most
of AIA’s revenue is derived from
non-aeronautical operations,
such as retail, parking, hotel
accommodation and property
rental.
WHY DO WE OWN IT?
AIA is well-positioned to benefit
from New Zealand’s positive
long-term tourism outlook. AIA has
a robust aeronautical business,
supported by a dominant share of
long-haul international traffic and
refreshed terminal infrastructure.
This is paired with a duty free and
retail business which has a very
attractive return on capital, and
a property landbank which will
support earnings growth for many
years to come.
WHAT DOES IT DO?
Contact Energy is a large
electricity generator, producing
approximately 20-25% of New
Zealand’s electricity in an
average year. The vast majority
of its electricity is from hydro and
geothermal resources.
WHY DO WE OWN IT?
Contact Energy has a balanced
portfolio of quality renewable
generation assets across both
islands, and this is matched by
demand from a strong electricity
retailing business plus commercial
and industrial customers. Its
established business provides
solid cash flows which underpin
an attractive level of dividends.
Contact has an attractive pipeline
of generation projects, from a
variety of renewable sources
including geothermal in the near
term, plus wind and solar longer
term.
-3
%
+17
%
Total Share ReturnTotal Share Return
-18
%
Total Share Return
WHAT DOES IT DO?
Delegat Group produces and
distributes super-premium wine
internationally under the Oyster
Bay and Barossa Valley Estate
brands. Oyster Bay is a leading
New Zealand wine brand in the
UK, Australia, Canada and the US.
WHY DO WE OWN IT?
Delegat has invested for continued
growth by expanding its winery
capacity and increasing vineyard
plantings to meet its goals for
growth in case sales towards five
million cases. A large part of the
growth is likely to be driven by the
US market, which remains relatively
immature in penetration of the
sauvignon blanc and pinot gris
varietals.
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KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?
Fisher & Paykel Healthcare is a
leading designer, manufacturer
and distributor of innovative
medical devices for patients who
require acute respiratory and
obstructive sleep apnoea care.
Over 95% of its products are
sold outside New Zealand from
dedicated manufacturing facilities
in Auckland and Mexico.
WHY DO WE OWN IT?
We are attracted to the demand
for Fisher & Paykel Healthcare’s
innovative care products as the
worldwide population ages and
the incidence of chronic respiratory
illness and other health issues
rises. Through its own research
and development, Fisher & Paykel
Healthcare has continued to
develop products that significantly
expand its potential patient base,
while maintaining high returns on
invested capital.
-2
%
Total Share Return
WHAT DOES IT DO?
Freightways operates a range
of nationwide express delivery
operations in New Zealand with
brands including NZ Couriers,
Post Haste and Big Chill, as well
as Allied Express in Australia.
The company has also developed
ancillary businesses on both sides
of the Tasman, encompassing
document storage, data services,
secure destruction and waste
renewal.
WHY DO WE OWN IT?
Freightways is one of two dominant
players in the New Zealand courier
market, and it has a presence in
Australia which has extended its
growth prospects. The company
has a track record of organic
growth over time supplemented
by acquisitions that leverage
off its existing infrastructure and
capabilities.
-2
%
Total Share Return
-2 4
%
Total Share Return
WHAT DOES IT DO?
EBOS is Australasia’s largest
diversified pharmaceutical and
medical care products group,
focusing primarily on wholesale
logistics and distribution of
pharmaceuticals, medical devices
and other products. The company
typically has a leading market
position in each market segment it
operates in. EBOS also operates
in the animal care sector as a
veterinary wholesaler, distributor
and retailer of animal healthcare
products, pet accessories and
premium foods across Australasia.
WHY DO WE OWN IT?
EBOS’ scale and market position
mean that it is a low-cost operator,
which it complements with a
leading service proposition which
has allowed it to take market share
over time. The sector has a tailwind
from the ageing population
demographic and the increasing
prevalence of chronic diseases.
It has a strong track record of
supplementing the growth in its
core operations with moves into
higher growth adjacencies and
successful acquisitions.
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WHAT DOES IT DO?
Infratil invests in 'ideas that
matter', with a portfolio of
infrastructure investments focused
on key long-term structural
thematics such as digital
connectivity and the transition to
renewable energy. It is externally
managed by an experienced
management team in Morrison,
which has deep global expertise
in global infrastructure markets.
WHY DO WE OWN IT?
Infratil has a high-quality portfolio
of growth infrastructure assets
coupled with a strong record of
delivering returns to shareholders.
This has been delivered via smart
capital allocation to 'core' and
'growth' opportunities, balanced by
realising asset value at opportune
times.
+21
%
Total Share Return
WHAT DOES IT DO?
Mainfreight is a global supply
chain logistics company. Its services
primarily span domestic transport,
managed warehousing, and
international air and sea freight.
Its operations span New Zealand,
Australia, the Americas, Europe,
and Asia.
WHY DO WE OWN IT?
Mainfreight is a well-run company
with a special culture that has
delivered strong performance over
time. It has strong positions in
New Zealand and Australia and
continues to open new trade lanes
as it spreads its logistics footprint
ever wider. Growth should come
organically as it takes market share
and works further towards its 100-
year vision of becoming a leading
global logistics provider.
+2
%
Total Share Return
WHAT DOES IT DO?
Meridian Energy is New
Zealand’s largest electricity
generator, producing
approximately 30% of the
country’s electricity in an
average year, sourced 100%
from renewable hydro and
wind resources. The company
also has a retail business in
New Zealand, operating under
the Meridian and Powershop
brands.
WHY DO WE OWN IT?
Meridian is a well-run company,
with a portfolio of long-
dated, quality hydro and wind
generation assets which give it
the advantage of being amongst
the lowest cost marginal electricity
producers.
+16
%
Total Share Return
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KINGFISH PORTFOLIO STOCKS CONTINUED
-13
%
Total Share Return
-11
%
Total Share Return
+33
%
Total Share Return
WHAT DOES IT DO?
Port of Tauranga is the natural
gateway to and from international
markets for many of New
Zealand’s major businesses. It is
close to many important exporters
in the forestry, dairy, meat and fruit
industries. Its investment in port
facilities in Timaru and an inland
port near Christchurch opens up
the South Island for exports to be
hubbed out of Tauranga.
WHY DO WE OWN IT?
Port of Tauranga is New Zealand's
premier port, dominating exports
and also a strong presence in
imports. The company has a long
track record as the most efficient
container port in New Zealand,
while its bulk business is supported
by proximity to key cargo such
as Central North Island forests.
Future growth will be supported by
capacity extension and increasing
share of out of region cargo (via
transshipment and a new inland
port at Ruakura in the Waikato).
WHAT DOES IT DO?
Ryman Healthcare was formed in
1984 to develop, construct and
operate retirement villages in New
Zealand. It now has a portfolio of
retirement villages around New
Zealand and is replicating its
model in Victoria, Australia. Ryman
Healthcare is the largest owner and
developer of retirement villages in
New Zealand.
WHY DO WE OWN IT?
Ryman Healthcare has been the
industry pioneer in retirement
living. Industry dynamics are
attractive, and Ryman Healthcare
has positioned itself with a strong
brand supported by its approach
of being the pioneer in offering
a continuum of care. Victoria has
a similar ageing demographic to
New Zealand and represents an
attractive area of opportunity, with
Ryman having now established a
meaningful presence in the region.
WHAT DOES IT DO?
Summerset is an integrated
retirement village builder, owner
and operator. The company has
retirement villages spread around
New Zealand and is a leading
developer of retirement villages in
New Zealand with a significant
land bank. Summerset has entered
Australia and is in the process of
building out a portfolio of villages
from its land bank there too.
WHY DO WE OWN IT?
Summerset successfully operates a
continuum of care model with aged
care integrated into its villages.
It has developed a strong and
consistent track record of growth in
its build rate and earnings, with a
geographically diverse approach
and focus on broadacre sites that
promote the timely recycling of
capital into new villages. Summerset
is well placed to meet the growing
needs of ageing populations in both
New Zealand and Australia, where
it has an emerging pipeline.
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+9
%
Total Share Return
+44
%
+19
%
Total Share ReturnTotal Share Return
WHAT DOES IT DO?
Vista Group is an innovative
software company primarily
providing operating solutions to
cinema exhibitors. It has a leading
worldwide market share with
clients in around 100 countries. Its
integrated software systems allow
cinema exhibitors to run wide-
ranging functions such as ticketing,
food and beverage sales, staff
and film scheduling, loyalty
schemes, digital signage as well
as external customer interfaces like
websites, mobile apps and call
centres. Vista Group also has a
range of smaller group businesses
that leverage its depth of data
and cinema industry intellectual
property.
WHY DO WE OWN IT?
We are attracted to Vista’s
core business which provides
sophisticated specialist software
to cinema operators of all sizes
and software and data products
to movie studios. We believe that
this business still has many years
of growth ahead of it as it benefits
from migrating customers to its next
generation cloud-based offering.
WHAT DOES IT DO?
Vulcan Steel is the leading steel
and aluminium distributor and
value-add processing player in
New Zealand and Australia. Its
business model involves providing
industry-leading customer service,
for which it commands a premium.
WHY DO WE OWN IT?
Vulcan has grown to command
the leading position in the New
Zealand steel and aluminium
distribution markets. In Australia
there is ample runway to take
market share in the fragmented
Australian market from a very low
base using its proven strategy. It
is an impressive business in an
unexciting industry.
WHAT DOES IT DO?
The a2 Milk Company sells ‘a2’-
branded fresh milk and infant milk
formula internationally. As the name
suggests, its products contain only
A2 beta-casein protein, on the basis
that it is more comfortably digested
than normal milk (which contains a
mix of both A1 and A2 proteins).
In recent years, the company has
grown sales and market share
rapidly in Australia and China
and is currently also focused on its
growing business in the US.
WHY DO WE OWN IT?
The a2 Milk Company has a
growing share of the lucrative
Chinese infant formula market. We
expect its market share to continue
growing across a range of market
segments. In addition, there is
potential for further upside from new
products and geographies.
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ANNUAL REPORT
2024
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 Marlin Global, 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 Kingfish board on 1
M arc h 2013.
Fiona Oliver LLB, BA, CFInstD
Independent Director
Fiona Oliver is a professional director and her
governance roles span a range of business sectors,
including renewable energy, natural gas, technology,
and professional and financial services. She is a director
of Barramundi and Marlin Global. Fiona is also a
director (and Audit Committee Chair) of Gentrack Group
Limited and the First Gas Group. She is also a director
of Freightways Limited, Summerset Holdings Limited, the
New Zealand Superannuation Fund, New Zealand Water
Polo and Wynyard Group Limited (in liquidation). Fiona’s
Executive career was in the financial services sector in
New Zealand and overseas. In New Zealand, her roles
included Chief Operating Officer of Westpac’s investment
arm, BT Funds Management, and General Manager
of AMP NZ’s Wealth Management division. In Sydney
and London, Fiona managed the Risk and Operations
function for AMP’s private capital division. Prior to this,
Fiona was a senior corporate and commercial solicitor in
New Zealand and overseas, specialising in mergers and
acquisitions. Fiona is a Chartered Fellow of the Institute
of Directors and a member of Global Women. Fiona
was awarded the Beacon Award by the New Zealand
Shareholders Association in 2021 for her role as Chair of
the independent directors of Tilt Renewables Limited during
the attempted takeover of this company in 2018. Fiona’s
principal place of residence is Auckland.
Fiona Oliver was first appointed to the Kingfish board on
1 June 2022.
Carol Campbell BCom, FCA, CFInstD
Chair of Audit and Risk Committee
Independent Director
Carol Campbell is an experienced company director
who has a sound understanding of efficient board
governance and extensive financial experience.
Carol is a director and Chair of the Audit and Risk
Committees of Barramundi and Marlin Global, and
Chair of the Audit and Risk Committee of Kingfish.
Carol also holds a number of directorships across
a broad spectrum of companies, including T&G
Global, Chubb Insurance New Zealand, and NZME,
where she is also the Chair of the Audit and Risk
Committees. Carol is currently Chair of New Zealand
Post. Carol is a fellow of both Chartered Accountants
Australia and New Zealand and the Institute of
Directors. Carol had her own chartered accountancy
practice for 11 years after a successful career as a
partner at Ernst & Young for over 25 years. Carol’s
principal place of residence is Auckland.
Carol was first appointed to the Kingfish board on 5
J un e 2012.
David McClatchy BCom
Chair of Investment Committee
Independent Director
David McClatchy is an experienced company director
who has had extensive investment management
experience across New Zealand and international
markets over the last 35 years. David is a director
of Barramundi, Marlin Global, Trust Investment
Management, and on the Board of Guardians of NZ
Superannuation. Before returning to New Zealand in
2019, David was Group Chief Investment Officer for
Insurance Australia Group and Director and Head of
IAG Asset Management. Prior to this, David had a
16-year career with ING as Chief Executive and Chair
of ING Investment Management in Australia and Chief
Investment Officer and Director of ING New Zealand.
David’s principal place of residence is Tauranga.
David McClatchy was first appointed to the Kingfish
board on 1 July 2021.
Pictured left to right: David McClatchy, Carol Campbell, Fiona Oliver and Andy Coupe.
BOARD OF DIRECTORS
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ANNUAL REPORT
2024
FOR THE YEAR ENDED 31 MARCH 2024 AND CURRENT AS AT THE DATE OF THIS ANNUAL REPORT
CORPORATE GOVERNANCE
STATEMENT
Kingfish’s board recognises the importance of good
corporate governance and is committed to ensuring that
the Company meets best practice governance principles
to the extent that they are appropriate for the nature of
Kingfish’s operations as an investment entity limited in
its activities to holding shares in other listed companies.
Strong corporate governance practices encourage
the creation of value for Kingfish shareholders, while
ensuring the highest standards of ethical conduct
and providing accountability and control systems
commensurate with the risks involved.
The board is responsible for establishing and
implementing the Company’s corporate governance
framework and is committed to fulfilling this role in
accordance with best practice, having appropriate
regard to applicable laws, the NZX Corporate
Governance Code (“NZX Code”), and the Financial
Markets Authority's Corporate Governance in New
Zealand - Principles and Guidelines. The board oversees
the management of Kingfish, with the day-to-day
portfolio and administrative management responsibilities
of Kingfish being delegated to Fisher Funds
Management Limited (“Fisher Funds” or “the Manager”).
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.
REPORTING AGAINST THE NZX CODE
This Corporate Governance Statement reports against
the amended NZX Code which came into effect on
1 April 2023. It is current as at the date of this Annual
Report and has been approved by the board.
Over the financial year ended 31 March 2024,
Kingfish was in compliance with the NZX Code,
with the exception of recommendations 4.3 and
5.3. The Company is not in compliance with those
recommendations due to the specific nature of the
Company's business model, as outlined above. In
particular:
»in relation to recommendation 4.3, Kingfish does not
have a formal environmental, social and governance
(ESG) framework. However, the Manager has a
formal ESG framework which governs its stock
selection, which the board is fully supportive of and
committed to; and
» in relation to recommendation 5.3, there is no CEO
remuneration disclosure as Kingfish delegates its
management personnel requirements to Fisher Funds
pursuant to an Administration Services Agreement
and does not have its own CEO.
These matters are explained below in the commentary
regarding the relevant NZX Code principles. The
alternative governance practices adopted by Kingfish in
respect of those matters (also described below) have the
approval of the board.
WHERE TO FIND CORPORATE GOVERNANCE
MATERIALS ON KINGFISH’S WEBSITE
Kingfish's constitution and each of the Company's
charters, codes and policies referred to in this section are
available on the Kingfish website (kingfish.co.nz) under
the “About Kingfish” and “Policies” sections.
Principle 1 – Ethical standards
Directors should set high standards of ethical
behaviour, model this behaviour, and hold
management accountable for these standards being
followed throughout the organisation.
CODE OF ETHICS & STANDARDS OF
PROFESSIONAL CONDUCT
Kingfish’s Code of Ethics & Standards of Professional
Conduct details the ethical and professional behavioural
standards required of the directors of the Company and
those employees of the Manager who work on Kingfish
matters.
The Code of Ethics & Standards of Professional Conduct
covers a wide range of areas, including: standards of
ethical 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.
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ANNUAL REPORT
2024
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.
The Code of Ethics & Standards of Professional Conduct
is available on Kingfish's website for directors of the
Company and employees of the Manager to access at
any time.
SECURITIES TRADING POLICY
Kingfish’s Securities Trading Policy details the restrictions
on persons nominated by Kingfish (including its directors
and employees of the Manager who work on Kingfish
matters) (“Nominated Persons”) relating to their trading in
Kingfish shares and other securities.
Nominated Persons, with the permission of the board of
Kingfish, may trade in Kingfish shares only during the
trading window commencing immediately after Kingfish’s
weekly disclosure of its net asset value on NZX’s market
announcement platform and ending at the close of
trading two days following the net asset value disclosure.
Nominated Persons may not trade in Kingfish shares
when they have price sensitive information that is not
publicly available.
The Securities Trading Policy is available on Kingfish's
website.
Principle 2 – Board composition and performance
To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience, and perspectives.
BOARD CHARTER
Kingfish’s board operates under a written charter which
defines the respective functions and responsibilities of the
board, focusing on the values, principles and practices
that provide the Company's corporate governance
framework.
The board has overall responsibility for all decision
making within Kingfish. The board is responsible for the
direction and control of Kingfish and is accountable to
shareholders and others for Kingfish’s performance and
its compliance with the applicable laws and standards.
The board has delegated the day-to-day portfolio and
administrative management responsibilities relating
to Kingfish to the Manager. The responsibilities of
the Manager are clear, as they are described in the
Management Agreement and Administration Services
Agreement with Kingfish.
The board uses committees to address certain matters
that require detailed consideration. The board retains
ultimate responsibility for the function of its committees
and determines their responsibilities. The board is assisted
in meeting its responsibilities by receiving regular reports
and plans from the Manager and through its annual work
programme.
CORPORATE GOVERNANCE STATEMENT CONTINUED
Directors have access to key employees of the Manager
who are connected to the activities of Kingfish and can
request any information they consider necessary for
informed decision making.
Individual directors may (with the prior approval of the
Chair) engage and consult with independent external
professional advisors from time to time, with any costs
being met by the Company.
The Kingfish Board Charter is available on Kingfish's
website.
NOMINATION AND APPOINTMENT OF
DIRECTORS
In accordance with Kingfish’s constitution and NZX Listing
Rules, a director must not hold office without re-election
past the third annual shareholders’ meeting following
his or her appointment or three years (whichever is the
longer). A director appointed by the board must not
hold office (without re-election) past the next annual
shareholders’ meeting following his or her appointment.
Procedures for the nomination, appointment and removal
of directors are contained in Kingfish’s constitution and
the Board Charter. The Remuneration and Nominations
Committee of the board is responsible for identifying and
nominating candidates to fill director vacancies for board
approval. The board uses a skills matrix to help ensure
the correct mix of skills is achieved when considering
appropriate appointments for the board.
WRITTEN AGREEMENT
Kingfish provides a letter of appointment to each
newly appointed director setting out the terms of their
appointment which they are required to sign. The letter
includes information regarding the board’s responsibilities,
expectations of directors and independence, expected
time commitments, indemnity and insurance arrangements,
obligations to declare relevant conflicting interests, and
confidentiality. New directors are required to formally
consent to act as a director.
DIRECTOR INFORMATION
The current board comprises four directors with diverse
backgrounds, skills, knowledge, experience and
perspectives. Information about each Kingfish director,
including a profile of their experience, length of service,
independence, and attendance at board meetings and
committee meetings held during the financial year ended
31 March 2024 is available on pages 26 and 30 of this
Annual Report and also on Kingfish's website.
Information in respect of each director's ownership
interests in Kingfish shares is available on page 60 of this
Annual Report.
INDEPENDENCE
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
by the board annually having regard to all relevant
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kingfish limited /
ANNUAL REPORT
2024
factors, including the directors’ interests, position and
relationships. Directors have undertaken to inform the
board as soon as practicable if they think their status as
an independent director has or may have changed.
As at 31 March 2024, 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 current
directors are independent directors.
DIVERSITY AND INCLUSION
Kingfish has a formal Diversity and Inclusion Policy
applicable to the Company's directors. 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. These objectives are recognised in
the Diversity and Inclusion Policy.
All appointments to the board are based on merit,
and include consideration of the board’s diversity
objective. The 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
31 March 2024FemaleMaleFemaleMale
Directors2250%50%
NumberProportion
31 March 2023FemaleMaleFemaleMale
Directors2250%50%
The Remuneration and Nominations Committee’s
annual assessment of the board’s diversity and
progress on achieving the diversity objective of the
board concluded that the board had met the diversity
objectives set out in the Diversity and Inclusion Policy.
The Diversity and Inclusion Policy is available on
Kingfish's website.
BOARD SKILLS MATRIX
The board skills matrix sets out the key skills, expertise
and qualities that the board believes are necessary
now and into the future, taking into account the nature
of Kingfish’s operations. The skills matrix shown below
demonstrates the current alignment between the board’s
desired and actual range of skills and expertise.
Andy
Coupe
Carol
Campbell
David
McClatchy
Fiona
Oliver
QualificationsLLB;
CFInstD
BCom;
FCA;
CFInstD
BComLLB;
BA;
CFInstD
Capability
Investment
management
◊◊O◊
Listed
company
governance
OO◊O
Capital
markets/
capital
structure
O◊OO
Audit and
accounting
◊O◊O
Risk
management
experience
OOOO
Environment
and corporate
social
responsibity
◊OO◊
Investor
and other
stakeholder
relations
O◊◊◊
Geographical
location
HamiltonAucklandTaurangaAuckland
Tenure (years)11. 012.03.02.0
GenderMFMF
O = High capability
= Medium capability
The board has limited High Capability to a maximum
of four for each director.
Set out below is a description of the capabilities
adopted by the board in its skills matrix.
Investment
management
Experience in the investment
management industry in governance,
leadership or equity portfolio
management roles in other than
Kingfish Limited, Barramundi Limited
or Marlin Global Limited.
Listed company
governance
Listed company governance
experience other than in Kingfish
Limited, Barramundi Limited or Marlin
Global Limited.
Capital
markets/capital
structures
Experience in capital markets
and strong knowledge of capital
management instruments.
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ANNUAL REPORT
2024
Audit and
accounting
Audit or accounting experience in a
professional advisory firm or Audit
and Risk Committee experience other
than in Kingfish Limited, Barramundi
Limited or Marlin Global Limited.
Risk
management
Experience in identification and
mitigation of financial and non-
financial risk.
Environmental
and corporate
social
responsibility
Experience in assessing or overseeing
environmental, social and governance
initiatives, and specifically knowledge
of the implications for and application
of climate-related disclosure
obligations on listed companies.
Investor
and other
stakeholder
relations
Experience in formal and informal
communications with shareholders and
other stakeholders
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, except that every
3 years the review is carried out by an external
party. 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 OFFICER
The current Chair of the board is an independent
director. Kingfish does not have a Chief Executive
Officer as it delegates its management personnel
requirements to the Manager pursuant to an
Administration Services Agreement. The Chair of the
board is not a director, officer or employee of the
Manager.
INDEPENDENT DIRECTORS
The board has determined that all four current
directors are independent, on the basis set out below.
In particular, none of the directors have previously
been employed in an executive role by either the
Company or the Manager. None of the directors
have derived any revenue (other than director fees)
from either the Company or the Manager. None of
the directors have provided professional services or
been in a business relationship with the Company
or the Manager. None of the directors have been
employed by the external auditor to the Company or
the Manager. None of the directors hold a material
shareholding or warrant holding in the Company or
the Manager (or have been a senior manager of, or
person associated with, a substantial shareholder of
the Company).
Andy Coupe, David McClatchy and Fiona Oliver
have been directors of Kingfish for less than 12 years
1
(it is noted that Andy’s tenure is approaching this
length of time as he has been a director for 11 years).
Carol Campbell has been a Kingfish director for just
over 12 years, having joined the Kingfish board on
5 June 2012, but notwithstanding that, in view of
the other factors referred to above, the board has
determined that Carol is an independent director. The
board’s view is that Carol’s length of service brings
important knowledge and skills to the board and
she is independent from the Manager. She has also
during her time as a director demonstrated a strong
commitment to bring an independent judgment to bear
on issues before the board, act in the best interests
of the Company and to represent the interests of
shareholders generally.
Principle 3 – Board committees
The board should use committees where this will
enhance its effectiveness in key areas, while still
retaining board responsibility.
The board has three standing committees: the Audit and
Risk Committee, the Remuneration and Nominations
Committee and the Investment Committee.
Each committee operates under a charter approved by
the board. The charter of each committee is reviewed
annually.
DIRECTOR MEETING ATTENDANCE
A total of nine board meetings, two Audit and
Risk Committee meetings, one Remuneration and
Nominations Committee meeting, and two Investment
Committee meetings were held in the financial year
ended 31 March 2024. Director attendance at board
meetings and committee meetings is shown below.
DirectorBoard
Audit and
Risk
Committee
Remuneration
and
Nominations
Committee
Investment
Committee
Carol
Campbell
9/92/21/12/2
Andy
Coupe
9/92/21/12/2
David
McClatchy
9/92/21/12/2
Fiona
Oliver
9/92/21/12/2
CORPORATE GOVERNANCE STATEMENT CONTINUEDCORPORATE GOVERNANCE STATEMENT CONTINUED
1
A period of 12 years is referred to here as it is the length of service referred to in the NZX Code which may cause a board to
determine that a director is not independent.
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kingfish limited /
ANNUAL REPORT
2024
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee Charter sets out the
objectives of the Audit and Risk Committee, which
are to provide assistance to the board in fulfilling its
responsibilities in relation to the Company’s financial
reporting, internal controls structure, risk management
systems, and the external audit function. The Audit and
Risk Committee Charter is available on Kingfish's website.
The Audit and Risk Committee focuses on audit and risk
management and specifically addresses responsibilities
relative to financial reporting and regulatory compliance.
The Audit and Risk Committee is accountable for
ensuring the performance and independence of the
Company's external auditor, including that the external
auditor or lead audit partner is changed at least every
five years.
The Audit and Risk Committee also reviews the
appropriateness of any non-audit services and
recommends to the board which services, other
than the statutory audit, may be provided by
PricewaterhouseCoopers as external auditor.
The external auditor has a clear line of direct
communication at any time with either the Chair of the
Audit and Risk Committee or the Chair of the board,
both of whom are independent directors. During the
financial year ended 31 March 2024, 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 the committee 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 Kingfish's website.
INVESTMENT COMMITTEE
The Investment Committee Charter sets out the
objectives of the Investment Committee, which are
to oversee the investment management of Kingfish
to ensure the portfolio is managed in accordance
with the investment mandate and with the long-term
performance objectives of Kingfish. The Investment
Committee Charter is available on Kingfish's website.
The Investment Committee currently comprises all
of the directors, each of whom are considered to
be independent. David McClatchy is Chair of the
Investment Committee.
TAKEOVER RESPONSE PROTOCOL
The board has adopted a formal Takeover Response
Protocol as an internal framework that sets out the
process to be followed if there is a takeover offer for
Kingfish.
Principle 4 – Reporting and disclosure
The board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures.
CONTINUOUS DISCLOSURE
Kingfish is committed to promoting investor confidence
by providing complete and equal access to information
in accordance with the NZX Listing Rules. Kingfish
has a Continuous Disclosure Policy designed to ensure
this occurs and a copy of the policy is available
on Kingfish's website. The Corporate Manager is
responsible for overseeing and co-ordinating required
disclosures to the market.
CHARTERS AND POLICIES
Kingfish’s key corporate governance documents,
including its Code of Ethics & Standards of Professional
Conduct, board and committee charters, and other
policies, are available on Kingfish's website under the
“About Kingfish” and “Policies” sections.
FINANCIAL REPORTING
Kingfish believes its financial reporting is balanced,
clear and objective. Kingfish is committed to ensuring
integrity and timeliness in its financial and non-
financial reporting and ensuring the market and
shareholders are provided with an objective view on
the performance of the Company.
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting, including
the accuracy, completeness and timeliness of financial
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.
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kingfish limited /
ANNUAL REPORT
2024
ESG FRAMEWORK
The NZX Code recommends that an issuer provide
non-financial disclosure at least annually, including
considering environmental, social sustainability and
governance factors and practices. As at 31 March
2024, Kingfish did not have a formal environmental,
social and governance (ESG) framework. Kingfish
considers that, given the nature of its activities (as an
investment company solely investing in shares of other
listed companies), it is not appropriate to maintain an
ESG framework independent to that of the Manager.
Kingfish will continue to assess the relevance of
adopting an ESG framework. However, the Manager
has a formal ESG framework which governs its stock
research, selection and reporting, which the Kingfish
board is fully supportive of and committed to. Details
of the Manager’s ESG framework can be found 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 introduces a new
financial reporting requirement which requires certain
entities, known as Climate Reporting Entities (CREs), to
produce annual climate statements within four months
after balance date that identify and report on matters
concerning the impact of climate change on their
organisations and disclose greenhouse gas emissions.
The New Zealand External Reporting Board (XRB)
has developed the Aotearoa New Zealand Climate
Standards, which set out the disclosure requirements
applicable to CREs for each of the four thematic areas
(Governance, Strategy, Risk Management and Metrics
and Targets). Kingfish is committed to reporting on a
basis consistent with the new standards to the extent
applicable to its business.
The Kingfish board has determined the appropriate
climate risk reporting for Kingfish, in accordance
with the new standards, and Kingfish will issue its first
climate-related disclosure statement by 31 July 2024,
which will be made available on the Kingfish website.
Principle 5 – Remuneration
The remuneration of directors and executives should
be transparent, fair and reasonable.
DIRECTORS’ REMUNERATION
The Company's Director Remuneration Policy sets
out the structure of the remuneration for directors,
the review process, and reporting requirements. The
Director Remuneration Policy is available on Kingfish's
website.
Directors’ fees are determined by the board on the
recommendation of the Remuneration and Nominations
Committee within the aggregate amount approved
by shareholders. The current directors’ fee pool limit
of $185,500 (plus GST if any) was approved by
shareholder resolution passed at the 2023 Annual
Shareholders’ Meeting. The director remuneration
information below reflects the increase in fees
approved by shareholders in 2023.
Each year, the Remuneration and Nominations
Committee reviews the level of directors’ fees. The
Remuneration and Nominations Committee considers
the skills, performance, experience and level of
responsibility of directors when undertaking the review,
and is authorised to obtain independent advice on
market conditions.
The table below sets out the remuneration received by
each director from Kingfish for the financial year ended
31 March 2024. 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
current or former director during the financial year
ended 31 March 2024.
Directors’ remuneration* for the 12 months ended
31 March 2024
Andy Coupe (Chair)$55,667
(1)
Carol Campbell$ 41,833
(2)
David McClatchy$ 41,833
(3)
Fiona Oliver$36,833
(4)
*excludes GST
(1)
$5,000 of this amount was applied to the purchase of
3,783 shares under the Kingfish Share Purchase Plan. (Andy
Coupe holds in excess of the 50,000 share threshold set
out in the Kingfish Share Purchase Plan but has elected to
continue in the plan. Andy Coupe has elected to increase
his Share Purchase Plan percentage from 10% to 20%.)
(2)
Included in this total amount is $5,000 that Carol Campbell
received as Chair of the Audit and Risk Committee. $3,750
of this amount was applied to the purchase of 2,822 shares
under the Kingfish Share Purchase Plan. (Carol Campbell
holds in excess of the 50,000 share threshold set out in the
Kingfish Share Purchase Plan but has elected to continue in
the plan.)
(3)
Included in this total amount is $5,000 that David
McClatchy received as Chair of the Investment Committee.
$3,750 of this amount was applied to the purchase of
2,822 shares under the Kingfish Share Purchase Plan.
(4)
$3,250 of this amount was applied to the purchase of
2,437 shares under the Kingfish Share Purchase Plan.
The 2023 Share Purchase Plan transactions were
undertaken in May 2023, prior to the passing of
the 2023 shareholder resolution that increased the
directors' fee poll limit to $185,500 (plus GST if any).
Details of remuneration paid to directors are also
disclosed in note 3 to the audited financial statements
for the financial year ended 31 March 2024. The
directors’ fees disclosed in the audited financial
statements include a portion of non-recoverable GST
expensed by Kingfish.
DIRECTORS’ SHAREHOLDING - SHARE PURCHASE
PLAN
The Kingfish 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 Kingfish shares. Once an
individual director’s shareholding reaches 50,000
CORPORATE GOVERNANCE STATEMENT CONTINUED
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ANNUAL REPORT
2024
shares, the director can elect whether or not to continue
in the plan. The intention of the Share Purchase Plan is
to further align the interests of directors with those of
Kingfish shareholders.
EXECUTIVE REMUNERATION
Kingfish delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement. For this reason,
Kingfish does not have a Chief Executive Officer and
it does not consider it appropriate to make disclosures
about remuneration of the Manager’s personnel or
include those personnel in the application of the
Company's remuneration policies. Kingfish does
not set the remuneration policies applicable to the
Manager's personnel. The fees paid to Fisher Funds
for administration services are described in note 10 to
Kingfish’s audited financial statements for the financial
year ended 31 March 2024.
Principle 6 – Risk management
Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The board should regularly verify that
the issuer has appropriate processes that identify
and manage potential and material risks.
RISK MANAGEMENT FRAMEWORK
The board has overall responsibility for Kingfish’s system
of risk management and internal control. Kingfish has
in place policies and procedures to identify areas of
significant business risk and implements procedures to
manage those risks effectively.
Key risk management tools used by Kingfish include
the Audit and Risk Committee function, outsourcing of
certain functions to service providers, internal controls,
financial and compliance reporting procedures and
processes, and business continuity planning. Kingfish
also maintains insurance policies that it considers
adequate to meet its insurable risks.
The board is actively involved in tracking the
development of existing risks and the emergence of new
risks to Kingfish’s business. The Audit and Risk Committee
and board receive regular reports on the operation
of risk management policies and procedures from the
Manager. As part of the robust risk assessment process,
significant risks are discussed at each board meeting,
and/or as required.
In addition to Kingfish’s policies and procedures in
place to manage business risks, the Manager has
its own comprehensive risk management policy. The
board is informed of any changes to the Manager's risk
management policies.
Kingfish provides shareholders and warrant holders with
regular communications covering the performance of the
Company and of the underlying stocks invested in by
the Company. These types of communications include
monthly updates, quarterly newsletters and annual
reports. Numerous NZX announcements are also made,
including weekly and month end NAV per share updates,
as well as interim and annual financial statements.
HEALTH AND SAFETY
The Manager operates under a Health and Safety Policy.
Under this policy, Fisher Funds assumes responsibility for
the health and safety of its employees.
Principle 7 – Auditors
The board should ensure the quality and
independence of the external audit process.
Kingfish’s Audit and Risk Committee makes
recommendations to the board on the appointment of the
external auditor. The Audit and Risk Committee monitors
the independence and effectiveness of the external
auditor and approves and reviews any non-audit services
performed by the external auditor. An External Auditor
Independence Policy, which documents the framework
of Kingfish’s relationship with its external auditor, was
adopted by the board in 2018. This policy includes
procedures:
a. to sustain communication with Kingfish’s external
auditor;
b. to ensure that the ability of the external auditor to
carry out its statutory audit role is not impaired, or
could reasonably be perceived to be impaired;
c. to address what, if any, services (whether by type
or level) other than its statutory audit roles may be
provided by the external auditor to Kingfish; and
d. to provide for the monitoring and approval by the
Audit and Risk Committee of any service provided
by the external auditor to Kingfish other than in its
statutory audit role.
The Audit and Risk Committee meets with the external
auditor, without representatives of the Manager present,
to approve its terms of engagement, audit partner
rotation
2
(at least every five years) and the audit fee, as
well as to review and provide feedback in respect of the
annual audit plan.
Kingfish’s current external auditor,
PricewaterhouseCoopers (“PwC”), was appointed
by shareholders at the 2005 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 has received written confirmation of
this fact from PwC.
PwC, as external auditor of Kingfish’s 2024 audited
annual 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
2
The current PwC audit partner was appointed in 2019 and rotation will therefore occur at the end of 2024.
33
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ANNUAL REPORT
2024
adopted by Kingfish, and its independence in relation
to the conduct of the audit.
Kingfish does not have an internal audit function,
however the Company regularly reviews all areas
of risk management and focuses on all operating
and compliance risk obligations as described above
in relation to Principle 6. Kingfish delegates day-
to-day portfolio and administrative management
responsibilities relating to Kingfish to the Manager, and
the Corporate Manager is responsible for managing
operational and compliance risks across Kingfish’s
business and reporting on those matters to the board.
Principle 8 – Shareholder rights and relations
The board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the issuer.
INFORMATION FOR SHAREHOLDERS
The board recognises the importance of providing
shareholders with comprehensive, timely, and equal
access to information about its activities. The board
aims to ensure that shareholders have available to
them all information necessary to assess Kingfish’s
performance.
Kingfish’s website, kingfish.co.nz, provides information
to shareholders and investors about the Company.
Kingfish’s ‘Investor Centre’ part of its website contains a
range of information, including periodic and continuous
disclosures to NZX, annual reports, and content related
to the Annual Shareholders’ Meeting. The website also
contains information about Kingfish’s directors, copies
of key corporate governance documents, and general
company information.
The board recognises that other stakeholders may
have an interest in Kingfish’s activities. While there are
no specific stakeholders’ interests that are currently
identifiable, Kingfish will continue to review policies in
consideration of future interests.
COMMUNICATING WITH SHAREHOLDERS
Kingfish communicates regularly with its shareholders
through its monthly and quarterly updates. The
Company receives questions from shareholders from
time to time, and has processes in place to ensure
shareholder communications are responded to within
a reasonable timeframe. The Company’s website
sets out Kingfish’s appropriate contact details for
communications from shareholders. Kingfish also
provides options for shareholders to receive and send
communications by post or electronically.
SHAREHOLDER VOTING RIGHTS
When required by the Companies Act 1993, Kingfish’s
Constitution, or the NZX Listing Rules, Kingfish will refer
decisions to shareholders for approval. Kingfish’s policy
is to conduct voting at its shareholder meetings by way
of poll and on the basis of one share, one vote.
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
The 2024 Kingfish Notice of Annual Shareholders'
Meeting will be sent to shareholders at least 20
working days prior to the meeting and will be
published on Kingfish's website.
Subject to any COVID-19 or similar restrictions
which prevent the Company from holding a physical
meeting, this year’s Annual Shareholders' Meeting
will be held at 10.30am on 8 August 2024 at the
Ellerslie Event Centre in Auckland and online. Full
participation of shareholders is encouraged at the
Annual Shareholders' Meeting and shareholders are
also encouraged to submit questions in writing prior to
the meeting if they are unable to attend either form of
the meeting.
MANAGEMENT AGREEMENT RENEWAL
The Management Agreement between Kingfish and
Fisher Funds is subject to renewal every five years. The
Management Agreement is next subject to renewal in
March 2029.
NZX WAIVERS
There were no waivers granted by NZX or relied upon
by the Company in the financial year ended 31 March
2024.
CAPITAL RAISINGS
Kingfish Warrant Issue (KFLWH)
On 6 July 2023, eligible Kingfish shareholders were
issued (for free) one warrant for every four shares held
based on a record date of 5 July 2023.
Each warrant gives shareholders the right, but not the
obligation, to subscribe for one additional ordinary
share in Kingfish on the exercise date, subject to
payment of the exercise price. The exercise date is 26
July 2024.
The exercise price is $1.37 less any dividends declared
with a record date during the period commencing on
the date of allotment of the warrants (6 July 2023) and
up to the announcement of the final exercise price. The
final exercise price will be calculated and advised to
warrant holders at least six weeks before the exercise
date.
The warrants commenced trading on the NZX Main
Board on 7 July 2023 under the code KFLWH.
Further information in relation to the Kingfish warrant
issue can be found in the Warrant Terms Offer
Document dated 20 June 2023 which is available
on Kingfish’s website under “Investor Centre” and
“Warrant Terms” sections.
34
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ANNUAL REPORT
2024
FOR THE YEAR ENDED 31 MARCH 2024
We present the financial statements for Kingfish Limited for the year ended 31 March 2024.
We have ensured that the financial statements for Kingfish Limited present fairly the financial position of the
Company as at 31 March 2024 and its financial performance and cash flows for the year ended on that date.
We have ensured that the accounting policies used by the Company comply with generally accepted
accounting practice in New Zealand and believe that proper accounting records have been kept. We have
ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.
We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and
detect fraud and other irregularities.
The Kingfish board authorised these financial statements for issue on 20 May 2024.
Andy Coupe Carol Campbell
David McClatchy Fiona Oliver
DIRECTORS’ STATEMENT
OF RESPONSIBILITY
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ANNUAL REPORT
2024
FINANCIAL
STATEMENTS CONTENTS
37Statement of Comprehensive Income
38Statement of Changes in Equity
39Statement of Financial Position
40Statement of Cash Flows
41Notes to the Financial Statements
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ANNUAL REPORT
2024
Notes
2024
$000
2023
$000
Interest income 689 471
Dividend income 9, 373 8,551
Net change in fair value of investments 2 16,704 (23,693)
Total income/(loss) 26, 76 6 (14, 671)
Operating expenses3 6,837 4,775
Net profit/(loss) before tax 19,9 2 9 (19, 4 4 6 )
Total tax expense4 24 23
Net profit/(loss) after tax attributable to shareholders 19,9 0 5 (19, 4 6 9 )
Total comprehensive income/(loss) after tax attributable to shareholders 19,9 0 5 (19, 4 6 9 )
Basic earnings/(losses) per share6 5.96c (6.00c)
Diluted earnings/(losses) per share6 5.96c (6.00c)
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 MARCH 2024
STATEMENT OF COMPREHENSIVE INCOME
KINGFISH LIMITED
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2024
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 MARCH 2024
STATEMENT OF CHANGES IN EQUITY
KINGFISH LIMITED
Attributable to shareholders of
the Company
Notes
Share
Capital
$000
Retained
Earnings
$000
Total
Equity
$000
Balance at 31 March 2022 392,554 112,855 505,409
Comprehensive (loss)
Net (loss) after tax - (19, 4 6 9 ) (19, 4 6 9 )
Total comprehensive (loss) for the year ended 31 March 2023 - (19, 4 6 9 ) (19, 4 6 9 )
Transactions with shareholders
Dividends paid5 (d) - ( 3 7, 7 3 0 ) ( 3 7, 7 3 0 )
New shares issued under dividend reinvestment plan5 (e) 13,134 - 13,134
Shares issued for warrants exercised (net of exercise costs)5 (c) 243 - 243
Warrant issue costs5 (c) (3) - (3)
Total transactions with shareholders for
the year ended 31 March 2023 13, 3 74 ( 3 7, 7 3 0 ) (24,356)
Balance at 31 March 2023 405,928 55,656 461,584
Comprehensive income
Net profit after tax - 19,9 0 5 19,9 0 5
Total comprehensive income for the year ended 31 March 2024 - 19,9 0 5 19,9 0 5
Transactions with shareholders
Dividends paid5 (d) - (36,147 ) (36,147 )
Share buybacks5 (b) (833) - (833)
Shares utilised from treasury stock under dividend
reinvestment plan
5 (e) 672 - 672
New shares issued under dividend reinvestment plan5 (e) 12, 4 53 - 12, 4 53
Warrant issue costs5(c) (13) - (13)
Total transactions with shareholders for the year ended 31 March 2024 12,2 79 (36,147) (23,868)
Balance at 31 March 2024 418,207 3 9, 414 4 5 7, 6 2 1
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ANNUAL REPORT
2024
Notes
2024
$000
2023
$000
SHAREHOLDERS' EQUITY 4 5 7, 6 2 1 461,584
Represented by:
ASSETS
Current Assets
Cash and cash equivalents 9 4,887 6,396
Trade and other receivables 7 673 2,652
Investments at fair value through profit or loss 2 4 53,301 4 53,179
Total Current Assets 4 5 8,8 61 462,227
TOTAL ASSETS 4 5 8,8 61 462,227
LIABILITIES
Current Liabilities
Trade and other payables 8 1,24 0 643
Total Current Liabilities 1, 2 4 0 643
TOTAL LIABILITIES 1, 2 4 0 643
NET ASSETS 4 5 7, 6 2 1 461,584
These financial statements have been authorised for issue for and on behalf of the Board by:
R A Coupe / Chair C A Campbell / Chair of the Audit and Risk Committee
20 May 2024 20 May 2024
The accompanying notes form an integral part of these financial statements.
AS AT 31 MARCH 2024
STATEMENT OF FINANCIAL POSITION
KINGFISH LIMITED
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ANNUAL REPORT
2024
FOR THE YEAR ENDED 31 MARCH 2024
Notes
2024
$000
2023
$000
Operating Activities
Sale of investments 73,680 91,9 92
Interest received 687 471
Dividends received 5,926 8,620
Purchase of investments (53, 415) (72,849)
Operating expenses (4,495) (5,465)
Taxes paid (24) (23)
Net cash inflows from operating activities9 22,359 2 2, 74 6
Financing Activities
Share buybacks (833) -
Shares issued for warrants exercised (net of exercise costs) - 243
Warrant issue costs (13) (3)
Dividends paid (net of dividends reinvested) (23,022) (24,596)
Net cash (outflows) from financing activities (23,868) (24,356)
Net (decrease) in cash and cash equivalents held (1, 5 0 9) (1, 610 )
Cash and cash equivalents at beginning of the year 6,396 8,006
Cash and cash equivalents at end of the year9 4,887 6,396
The accompanying notes form an integral part of these financial statements.
STATEMENT OF CASH FLOWS
KINGFISH LIMITED
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ANNUAL REPORT
2024
FOR THE YEAR ENDED 31 MARCH 2024
NOTES TO THE FINANCIAL STATEMENTS
KINGFISH LIMITED
NOTE 1 BASIS OF ACCOUNTING
Reporting Entity
Kingfish Limited ("Kingfish" or "the Company") is listed on the NZX Main Board, is registered in New
Zealand under the Companies Act 1993 and is an FMC Reporting Entity under the Financial Markets
Conduct Act 2013.
The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7 of
the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand
Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS) as appropriate to for-profit entities, and
International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
The financial statements have been prepared on the historical cost basis, except for financial assets at
fair value through profit or loss.
The functional and reporting currency used to prepare the financial statements is New Zealand
dollars, rounded to the nearest one thousand dollars. Where relevant, prior year comparatives have
been reclassified to conform with current year financial statement presentation. Where there has been
a material restatement of comparative information the nature of, and the reason for the restatement is
disclosed in the relevant notes.
The operating expenses include GST where it is charged by other parties as it cannot be reclaimed.
Material 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. Except for IFRS 18, Presentation and Disclosure in
Financial Statements, which is effective for annual periods beginning on or after 1 January 2027
and where an assessment has not been completed yet, the same applies for any new standards,
amendments to standards and interpretations that have been issued but are not yet effective.
Financial Reporting by Segments
The Company operates in the New Zealand investment industry.
The Company is managed as a whole and is considered to have a single operating segment. There is
no further division of the Company or internal segment reporting used by the Directors when making
strategic, investment or resource allocation decisions.
There has been no change to the operating segment during the year.
Critical Judgements, Estimates and Assumptions
The preparation of financial statements requires the directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. Judgements are designated by a symbol in the notes to the financial
statements.
Authorisation of Financial Statements
The Kingfish Board of Directors authorised these financial statements for issue on 20 May 2024.
No party may change these financial statements after their issue.
j
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ANNUAL REPORT
2024
NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
j
Given that the investment portfolio is managed, and performance is evaluated, on a fair value
basis in accordance with a documented investment strategy, Kingfish has classified all its
investments at fair value through profit or loss.
Investments are initially recognised at fair value and are subsequently revalued to reflect changes
in fair value. Net changes in the fair value of investments are recognised in the Statement of
Comprehensive Income.
Investments at fair value through profit or loss comprise New Zealand listed equity investment
assets.
All purchases and sales of investments are recognised at trade date, which is the date the
Company commits to purchase or sell the investment and transaction costs are expensed as
incurred. When an investment is sold, any gain or loss arising on the sale is included in the
Statement of Comprehensive Income. Realised gains or losses are calculated as the difference
between the sale proceeds and the carrying amount of the item.
The fair value of listed equity investments traded in active markets are based on last sale prices
at balance date, except where the last sale price (which may have been prior to balance date)
falls outside the bid-ask spread at close of business on balance date for a particular investment, in
which case the bid price will be used to value the investment.
Dividend income from investments is recognised in the Statement of Comprehensive Income when
the Company's right to receive payments is established (ex-dividend date).
Investments recognised at fair value are categorised according to a fair value hierarchy that shows
the extent of judgement used in determining their fair value. Where unadjusted quoted prices are
used, the investments are categorised as Level 1. When significant inputs derived from observable
market data are used, the investments are categorised as Level 2. If significant inputs are not
based on observable market data, they are categorised as Level 3.
j
All listed equity investments held by Kingfish are categorised as Level 1. There have been no
transfers between levels of the fair value hierarchy during the year (2023: none). There were no
financial instruments classified as Level 2 or 3 at 31 March 2024 (2023: none).
Investments at fair value through profit or loss
2024
$000
2023
$000
New Zealand investments 4 53,301 4 53,179
Total investments at fair value through profit or loss 453,301 4 5 3,179
Net change in fair value of investments
New Zealand investments 16,704 (23,693)
Net change in fair value of investments through profit or loss 16, 704 (23,693)
FOR THE YEAR ENDED 31 MARCH 2024
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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ANNUAL REPORT
2024
NOTE 3 OPERATING EXPENSES
2024
$000
2023
$000
Management fees (note 10(a)(i)) 5,663 3,499
Administration services (note 10(a)(i)) 159 159
Directors' fees (note 10(b)) 196 181
Custody, accounting and brokerage 340 456
Investor relations and communications 187 174
NZX fees 70 94
Professional fees 32 34
Fees paid to the auditor:
Statutory audit and review of financial statements 61 56
Other operating expenses 129 122
Total operating expenses 6,837 4,775
NOTE 4 TAXATION
Kingfish is a Portfolio Investment Entity ("PIE") for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantively enacted at
balance date, and any adjustment to tax payable in respect of previous years. Current tax for
current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or
refundable). Deferred tax (if any) is recognised as the difference between the carrying amounts
of assets and liabilities in the financial statements and the amounts used for taxation purposes. A
deferred tax asset is only recognised to the extent it is probable it will be utilised.
j
A deferred tax asset of $14,412,614, resulting largely from tax losses of $51,008,304, at
31 March 2024 (2023: tax asset of $13,401,607, tax losses of $47,140,497) has not been
recognised, as the tax structure of the Company is unlikely to lead to the utilisation of a deferred
tax asset. This unrecognised deferred tax asset is reviewed annually.
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ANNUAL REPORT
2024
NOTE 4 TAXATION CONTINUED
Taxation expense is determined as follows:
2024
$000
2023
$000
Net income/(loss) before tax 19,9 2 9 (19, 4 4 6 )
Non-taxable realised gain on investments ( 1 7, 6 5 9 ) (20,957)
Non-taxable unrealised loss on investments 1,057 4 4,681
Imputation credits 2, 769 2,668
Non-deductible expenditure 267 380
Taxable income 6,363 7, 3 2 6
Tax at 28% 1, 782 2,051
Imputation credits (2, 769) (2,668)
Deferred tax not recognised 1, 011 640
Total tax expense 24 23
Taxation expense comprises:
Current tax - -
- -
Current tax balance
Opening balance - -
Current tax expense - -
Tax paid - -
Current tax receivable - -
Imputation credits
The imputation credits available for subsequent reporting periods total $567,884 (2023: $312,173).
This amount represents the balance of the imputation credit account at the end of the reporting
period, adjusted for imputation credits that will arise from the receipt of dividends recognised as a
receivable at 31 March 2024.
NOTE 5 SHAREHOLDERS' EQUITY
a. Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares and warrants are shown in equity as a deduction.
When shares are acquired by the Company, the amount of consideration paid is recognised
directly in equity. Acquired shares are classified as treasury stock and presented as a deduction
from share capital. When treasury stock is subsequently sold or reissued, the cost of treasury
stock is reversed and the realised gain or loss on sale or reissue, net of any directly attributable
incremental transaction costs, is recognised within share capital.
Kingfish has 340,543,107 fully paid ordinary shares on issue (2023: 330,213,075). All ordinary
shares are classified as equity, rank equally and have no par value. All shares carry an entitlement
to dividends and one vote is attached to each fully paid ordinary share.
FOR THE YEAR ENDED 31 MARCH 2024
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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ANNUAL REPORT
2024
NOTE 5 SHAREHOLDERS' EQUITY CONTINUED
b. Buybacks
Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2024,
Kingfish acquired 660,441 shares valued at $833,124 (2023: 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 121,109
shares held as treasury stock at balance date (2023: nil).
c. Warrants
On 6 July 2023, 83,105,144 new Kingfish warrants were allotted and quoted on the NZX Main
Board from 7 July 2023. One new warrant was issued to all eligible shareholders for every four
shares held on record date (5 July 2023). The exercise date for these warrants is 26 July 2024.
Warrants issue costs of $13,413 (2023: $3,094) were incurred in August 2023 relating to the July
2023 warrant issue.
On 18 November 2022, 133,568 new Kingfish warrants valued at $253,779 less exercise costs
of $11,221 (net $242,558) were exercised at $1.90 per warrant, and the remaining 78,941,600
warrants lapsed.
d. Dividends
Dividend distributions to the Company's shareholders are recognised as a liability in the financial
statements in the period in which the dividends are declared by the Kingfish board.
Kingfish has a distribution policy where 2% of average NAV is distributed each quarter. Dividends
paid during the year comprised:
2024
$000
Cents per
share
2023
$000
Cents per
share
23 Jun 2023 9, 3 01 2.82 23 Jun 2022 10,14 0 3.16
22 Sep 2023 9, 2 74 2.79 23 Sep 2022 9,14 3 2.83
15 Dec 2023 8,849 2.64 16 Dec 2022 9, 3 0 4 2.86
28 Mar 2024 8,723 2.58 24 Mar 2023 9,14 3 2.79
36,147 10.83 3 7, 7 3 0 11. 6 4
e. Dividend Reinvestment Plan
Kingfish has a dividend reinvestment plan which provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-
day volume weighted average share price from the date the shares trade ex-entitlement. During the
year ended 31 March 2024, 10,990,473 ordinary shares totalling $13,124,763 (2023: 9,204,313
ordinary shares totalling $13,133,721) were issued in relation to the plan for the quarterly dividends
paid which comprised:
(i) 10,451,141 ordinary shares totalling $12,453,022 issued under dividend reinvestment plan (2023:
9,204,313 ordinary shares totalling $13,133,721); and
(ii) 539,332 ordinary shares totalling $671,741 of shares were utilised from treasury stock under
dividend reinvestment plan (31 March 2023: nil).
To participate in the dividend reinvestment plan, a completed participation notice must be received
by Kingfish before the next record date.
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NOTE 6 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares on issue during the year. Diluted
earnings per share assumes conversion of all dilutive potential ordinary shares in determining the
denominator. Potential ordinary shares include outstanding warrants.
Basic earnings/(losses) per share20242023
Net profit/(loss) after tax attributable to shareholders ($'000) 19,9 0 5 (19, 4 69 )
Weighted average number of ordinary shares on issue net of treasury
stock ('000) 33 4,16 4 324,446
Basic earnings/(losses) per share 5.96c (6.00c)
Diluted earnings/(losses) per share
Net profit/(loss) after tax attributable to shareholders ($'000) 19,9 0 5 (19, 4 69 )
Weighted average number of ordinary shares on issue net of treasury
stock ('000) 33 4,16 4 324,446
Diluted effect of warrants ($'000)
1
- -
33 4,16 4 324,446
Diluted earnings/(losses) per share 5.96c (6.00c)
1
Warrants on issue during the period were not assumed to be exercised because they were antidilutive. The
warrant exercise price (less dividends paid) of $1.29 was greater than the average share price of $1.25
between the date of issue and 31 March 2024.
FOR THE YEAR ENDED 31 MARCH 2024
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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ANNUAL REPORT
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NOTE 7 TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as financial assets at amortised cost and are initially
recognised at fair value, and subsequently measured at amortised cost less any provision for
impairment. Receivables are assessed on a case-by-case basis for impairment.
j
The trade and other receivables' carrying values are a reasonable approximation of fair value.
2024
$000
2023
$000
Dividends receivable 615 272
Interest receivable 2 -
Related party receivable (note 10(a)(ii)) - 2,333
Prepayments 56 47
Total trade and other receivables 673 2,652
NOTE 8 TRADE AND OTHER PAYABLES
Trade and other payables are classified as other financial liabilities and are initially recognised at
fair value, and subsequently measured at amortised cost.
j
The trade and other payables' carrying values are a reasonable approximation of fair value.
2024
$000
2023
$000
Related party payable (note 10(a)(i)) 492 499
Unsettled investment purchases 580 -
Other payables and accruals 168 14 4
Total trade and other payables 1, 2 4 0 643
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NOTE 9 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents
Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash
on deposit at banks.
2024
$000
2023
$000
Cash - New Zealand dollars 4,887 6,396
Cash and cash equivalents 4,887 6,396
Reconciliation of Net Profit/(Loss) after Tax to Net Cash Flows
from Operating Activities
Net profit/(loss) after tax 19,9 0 5 (19, 4 6 9 )
Items not involving cash flows
Unrealised losses on revaluation of investments 1,057 4 4,681
1, 0 5 7 4 4,681
Impact of changes in working capital items
Increase/(Decrease) in trade and other payables 597 (323)
Decrease in trade and other receivables 1,979 867
2, 5 76 544
Items relating to investments
Amounts paid for purchases of investments (56,518) (72,849)
Amounts received from sales of investments net of realised gains 55,919 71,0 0 4
Movement in unsettled purchases of investments (580) 268
Movement in unsettled sales of investments - (1, 4 33)
(1,179) (3,010)
Net cash inflows from operating activities 22,359 2 2, 74 6
FOR THE YEAR ENDED 31 MARCH 2024
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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NOTE 10 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant
influence over the other party in making financial or operational decisions.
a. Fisher Funds Management Limited
Fisher Funds Management Limited ("Fisher Funds" or "the Manager") is an entity that provides key
management personnel services to Kingfish by virtue of its management agreement.
In return for the performance of its duties as Manager, Fisher Funds is paid the following fees:
Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and
payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the
Manager's interests with those of the Kingfish shareholders. For every 1% underperformance (relative
to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by
0.1%, subject to a minimum 0.75% per annum management fee.
Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess
returns over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank
Bill Index plus 7%) subject to achieving the High Water Mark ("HWM"). The total performance fee
amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees) and is
settled fully in cash.
The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset
value per share (after adjustment for capital changes and distributions) at the end of any previous
calculation period in which a performance fee was payable, multiplied by the number of shares at
the end of the period.
In accordance with the terms of the Management Agreement, when a performance fee is earned, it
is paid within 60 days of the balance date.
Performance fees paid to the Manager are recognised as an expense in the Statement of
Comprehensive Income when incurred.
Administration fee: Fisher Funds provides corporate administration services and a fee is payable
monthly in arrears.
(i) Fees earned and payable:
2024
$000
2023
$000
Fees earned by the Manager for the year ended 31 March
Management fees 5,663 3,499
Administration services 159 159
Operating expenses 5,822 3,658
For the year ended 31 March 2024, the Manager did not achieve a return in excess of the
performance fee hurdle return and the HWM (2023: No excess returns were generated).
Accordingly, the Company has not expensed a performance fee for the year ended 31 March 2024
(2023: Nil).
Fees payable to the Manager at 31 March
Management fees 479 486
Administration services 13 13
Related party payables 492 499
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NOTE 10 RELATED PARTY INFORMATION CONTINUED
(ii) Related Party Receivables
2024
$000
2023
$000
Fees receivable from the Manager 31 March
Management fee credit note - 2,333
Related party receivable - 2,333
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 (31 March 2023: Underperformed by 6.1 percentage points). The
Company has no outstanding management fee credit to offset against future management fee
expenses (31 March 2023: $2,332,665).
(iii) Investment transactions with related parties
Off-market transactions between Kingfish and other funds managed by Fisher Funds take place for
the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are
conducted after the market has closed at last sale price. There were no purchases for the year ended
31 March 2024 (2023: nil) and sales totalled$3,664,809 (2023: $3,398,118).
b. Directors
Kingfish considers its Board of Directors ("Directors") key management personnel. Kingfish does not
have any employees.
During the financial year the Directors earned fees for their services of $196,317 including GST
(2023: $181,125). The Directors' fee pool was $176,167 (plus GST, if any) for the year ended 31
March 2024 (31 March 2023: $157,500 plus GST, if any). The Directors' fee pool increased to
$185,500 (plus GST, if any) from 1 August 2023. There were no Director fees payable at the end of
the financial year (31 March 2023: nil).
The Directors held shares in the Company at 31 March 2024 which total 0.04% of total shares on
issue (31 March 2023: 0.04%). The Directors held warrants in the company as at 31 March 2024
which total 0.04% of total warrants on issue (31 March 2023: nil, as there were no warrants on
issue).
Dividends of $15,441 (31 March 2023: $13,949) were also received by Directors or their associates
as a result of their shareholding during the financial year.
FOR THE YEAR ENDED 31 MARCH 2024
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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NOTE 11 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment
activities, including market risk, credit risk and liquidity risk.
The Management Agreement between Kingfish and Fisher Funds details permitted investments.
Financial instruments currently recognised in the financial statements also comprise cash and cash
equivalents, trade and other receivables and trade and other payables.
Market Risk
All equity investments present a risk of loss of capital, often due to factors beyond the Company's
control such as competition, regulatory changes, commodity price changes and changes in general
economic climates domestically and internationally. The Manager moderates this risk through
careful stock selection, diversification and daily monitoring of the market positions. For corporate
governance purposes there is also regular reporting to the Board of Directors. In addition, the
Manager has to meet the criteria of authorised investments within the prudential limits defined in the
Management Agreement.
The maximum market risk resulting from financial instruments is determined as their fair value.
Kingfish considers that the market prices of the investments factor in climate change impacts and, as
such, no adjustment has been made to balances or transactions in these financial statements as a
result of climate change.
Price Risk
Price risk is the risk of gains or losses from changes in the market price of investments. The Company
is exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. The
following companies individually comprise more than 10% of Kingfish’s total assets at 31 March
2024, and therefore fluctuations in the value of these portfolio companies will have a greater impact
on the overall investments balance.
2024 2023
Infratil Limited18%17%
Fisher and Paykel Healthcare Corporation Limited16%16%
Mainfreight Limited14%17%
Interest Rate Risk
Interest rate risk is the risk of movements in local interest rates. The Company is exposed to the risk
of gains or losses or changes in interest income from movements in local interest rates. There is no
hedge against the risk of movements in interest rates.
The Company may use short-term fixed rate borrowings to fund investment opportunities. There were
no borrowings at 31 March 2024 (2023: nil).
Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because
of changes in foreign exchange rates. The Company generally holds assets denominated in New
Zealand dollars and is therefore not directly exposed to currency risk. The portfolio companies that
Kingfish invests in may be affected by currency risk that may impact on the market value of the
underlying portfolio company.
Sensitivity Analysis
The table below summarises the impact on net operating profit after tax and shareholders' equity
to reasonably possible changes in the carrying value of financial instruments to market risk
exposure at 31 March as follows:
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2024
$000
2023
$000
Price risk
1
Investments at fair value
through profit or loss
(listed) Carrying value 4 53,301 4 53,179
Impact of a 20% change in market prices: +/- 90,660 90,636
Interest rate risk
2
Cash and cash
equivalents Carrying value 4,887 6,396
Impact of a 1% change in interest rates: +/- 49 64
An increase/(decrease) in market prices and interest rates would increase/(decrease) profit after tax
and shareholders' equity.
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.
Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Company. In the normal course of its business, the Company is exposed to credit
risk from transactions with its counterparties.
Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions
in listed securities are paid for on delivery according to standard settlement instructions and are
normally settled within three business days. Dividends receivables are due from listed New Zealand
companies and are normally settled within a month after the Ex-Dividend date.
The Company measures credit risk and expected credit losses using probability of default, exposure
at default and loss given default. Management considers both historical analysis and forward
looking information in determining any expected credit loss. At balance date, cash at bank was held
with counterparties with a credit rating of S&P AA- or equivalent. Trade and other receivables are
normally settled within three business days. Management considers the probability of default to be
close to zero as the counterparties have a strong capacity to meet their contractual obligations in the
near term. As a result, no loss allowance has been recognised based on 12-month expected credit
losses as any such impairment would be wholly insignificant to the Company.
The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the
Statement of Financial Position.
Other than cash at bank, short-term unsettled trades and dividends receivable, there are no
significant concentrations of credit risk. The Company does not expect non-performance by
counterparties, therefore no collateral or security is required.
Liquidity Risk
Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash in
order to meet the Company's financial obligations as they fall due. The Company endeavours to
invest the proceeds from the issue of shares in appropriate investments while maintaining sufficient
liquidity (through daily cash monitoring) to meet working capital and investment requirements. All
trade and other payables have contractual maturities of 3 months or less.
FOR THE YEAR ENDED 31 MARCH 2024
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
KINGFISH LIMITED
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Liquidity to fund investment requirements can be augmented through the procurement of a debt
facility from a registered bank to a maximum value of 20% of the gross asset value of the Company.
There were no such debt facilities at 31 March 2024 (2023: nil).
There have been no subsequent events to suggest any issues with satisfying working capital and
investment requirements.
Capital Risk Management
The Company’s objective is to prudently manage shareholder capital (share capital, reserves,
retained earnings) and borrowings (if any).
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares
and secure borrowings in the short term.
The Company was not subject to any externally imposed capital requirements during the year.
Since announcing a long-term distribution policy in June 2009, the Company continues to pay 2% of
average net asset value each quarter in dividends.
NOTE 12 NET ASSET VALUE
The net asset value of Kingfish as at 31 March 2024 was $1.34 per share (2023: $1.40) calculated
as the net assets of $457,621,124 divided by the number of shares on issue of 340,543,107 (2023:
net assets of $461,584,438 and shares on issue of 330,213,075).
NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIES
There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2024
(2023: nil).
NOTE 14 SUBSEQUENT EVENTS
On 20 May 2024, the Board declared a dividend of 2.65 cents per share. The record date for this
dividend is 6 June 2024 with a payment date of 27 June 2024.
There were no other events which require adjustment to or disclosure in these financial statements.
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2024
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 Kingfish Limited
Our opinion
In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 31 March 2024, 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 Accounting Standards (IFRS Accounting Standards).
What we have audited
The financial statements comprise:
● the statement of financial position as at 31 March 2024;
● 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, comprising material accounting policy information and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor, we have no relationship with, or interests in, the Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of investments at fair value through profit or loss. 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 Kingfish Limited
Our opinion
In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 31 March 2024, 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 Accounting Standards (IFRS Accounting Standards).
What we have audited
The financial statements comprise:
● the statement of financial position as at 31 March 2024;
● 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, comprising material accounting policy information and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor, we have no relationship with, or interests in, the Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of investments at fair value through profit or loss. 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.
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PwC 2
Description of the key audit matter How our audit addressed the key audit matter
Valuation and existence of investments at
fair value through profit or loss
Investments at fair value through profit or loss
(the investments) are valued at $453 million
and represent 99% of total assets at 31 March
2024.
Further disclosures on the investments are
included in note 2 to the financial statements.
As at 31 March 2024, all investments are in
actively traded companies listed on the NZX
Main Board with readily available, quoted
market prices.
All investments are held by Trustees
Executors Limited (the Custodian) on behalf of
the Company.
This was a key audit matter given the
significance of investments to the financial
statements.
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 assurance
reports for custody and investment administration
services for the period from 1 April 2023 to 31
March 2024.
We agreed the price for all investments held at 31
March 2024 to independent third-party pricing
sources and considered the liquidity of these
investments around the balance date.
Our audit approach
Overview
Materiality Overall materiality: $2.28 million, which represents approximately 0.5% of net
assets.
We used this 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 matter As reported above, we have one key audit matter, being Valuation and
existence of investments at fair value through profit or loss.
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.
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.
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ANNUAL REPORT
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PwC 3
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 and the Company’s climate statement prepared in
accordance with Section 461Z of the Financial Markets Conduct Act 2013 (the Climate Statement), but
does not include the financial statements and our auditor's report thereon. The Annual Report and the
Climate Statement are 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 Accounting Standards, and for such
internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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.
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PwC 4
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Philip Taylor.
For and on behalf of:
Chartered AccountantsAuckland
20 May 2024
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ANNUAL REPORT
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SHAREHOLDER INFORMATION
SPREAD OF SHAREHOLDERS AS AT 17 MAY 2024
Holding Range# of ShareHolders# of Shares% of Total
1 to 999471188,4270.06
1,000 to 4,9991,0582,846,6540.84
5,000 to 9,9999796,923,9132.03
10,000 to 49,9992,60761,004,8391 7. 9 1
50,000 to 99,99973050,642,46814.87
100,000 to 499,99961311 8 , 7 1 7, 5 9 434.84
500,000 +81100,340,3212 9. 4 5
TOTAL6,539340,664,216100%
20 LARGEST SHAREHOLDERS AS 17 MAY 2024
Holder Name# of Shares% of Total
CUSTODIAL SERVICES LIMITED <A/C 4>6,522,1601.91
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>6,460,5731.90
STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA
SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED
<THE THORNTON-SCHOLTEN FAMILY A/C>5 ,112 , 3181.50
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>4 ,8 59, 6971.43
ASB NOMINEES LIMITED <179669 A/C>4 , 741,19 81.39
LEVERAGED EQUITIES FINANCE LIMITED3,210,2070.94
DAVID HUGH BROWN3,026,0000.89
FNZ CUSTODIANS LIMITED2,506,1390 . 74
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>2,0 59,8 5 30.60
CUSTODIAL SERVICES LIMITED <A/C 6>2,055,9380.60
SEATON STUART JAMES BENNY2 , 0 0 7, 3 6 00.59
ENE TRUSTEES LIMITED2,000,0000.59
PAUL HUGHES & TAJRENA ALEXI & CR TRUSTEES LIMITED <PHTA
INVESTMENT A/C>1,700,0000.50
ESTATE LLOYD JAMES CHRISTIE DECEASED1,639,8500.48
MURRAY JOHN LOMBARD ALDRIDGE & LESLEY ANN ALDRIDGE &
ALDRIDGE TRUSTEE 2019 LIMITED <ALDRIDGE FAMILY A/C>1,612,8 8 40.47
COLIN DAVID CRAIG BENNETT1, 5 4 5,1220.45
NEIL BARRY ROBERTS1, 542,6 0 00.45
ASB NOMINEES LIMITED <146873 A/C>1,395,8130. 41
SASKIA THORNTON1,376,0 310.40
CHARLES WATSON HARREX1,332,3280.39
TOTAL56,706,07116.65
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WARRANT HOLDER INFORMATION
SPREAD OF WARRANT HOLDERS AS AT 17 MAY 2024
Holding Range# of Warrant
Holders
# of Warrants% of Total
1 to 9991,35356 0,1620.67
1,000 to 4,9992,3366,093,4067. 3 3
5,000 to 9,9991,0 017, 0 6 8 , 6 3 98.51
10,000 to 49,9991,20224,703,7122 9. 73
50,000 to 99,99916110,880,74513.09
100,000 to 499,9999516,372,43619. 70
500,000 +1717,426,04420.97
TOTAL6,16583,105,14 4100%
20 LARGEST WARRANT HOLDERS AS AT 17 MAY 2024
Holder Name# of Warrants% of Total
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
ACCOUNT>2,058,3492.48
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1,964,9252.36
CUSTODIAL SERVICES LIMITED <A/C 4>1,6 4 0, 7221.97
ASB NOMINEES LIMITED <A/C 802302 ML>1,500,0001.80
DAVID JOHN PEARCE1,214,6 531.46
STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA
SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED
<THE THORNTON-SCHOLTEN FAMILY A/C>1,200,3321.4 4
RICHARD JAMES THOMAS1,030,0001.24
ASB NOMINEES LIMITED <A/C 210631 - ML>1,015,0001.22
DAVID JOHN GORDON758,9660.91
DAVID HUGH BROWN756,5000.91
LEVERAGED EQUITIES FINANCE LIMITED74 6 , 4 0 20.90
BRENDAN DEREK STUBBS & LAUREL JUNE STUBBS & B & L STUBBS
TRUST LIMITED <THE B & L STUBBS CO A/C>675,2940.81
FNZ CUSTODIANS LIMITED6 5 7, 0 4 40.79
CHARLES LEONARD MICHAEL MORING600,0000.72
SIDESO TRADING COMPANY LIMITED5 49, 78 50.66
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>544,0860.65
CUSTODIAL SERVICES LIMITED <A/C 6>513,9860.62
ENE TRUSTEES LIMITED444,0620.53
SEATON STUART JAMES BENNY426,8400.51
ESTATE LLOYD JAMES CHRISTIE DECEASED4 0 9,96 30.49
TOTAL18,706,90922.51
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ANNUAL REPORT
2024
STATUTORY INFORMATION
DIRECTORS’ RELEVANT INTERESTS IN EQUITY SECURITIES AT 31 MARCH 2024
Interests Register
Kingfish is required to maintain an interests register in which the particulars of certain transactions and matters
involving the directors must be recorded. The interests register for Kingfish is available for inspection at its
registered office. Particulars of entries in the interests register as at 31 March 2024 are as follows:
SharesWarrants
Held
Directly
Held by
Associated Persons
Held
Directly
Held by
Associated Persons
R A Coupe
(1)
69,9 3 8Nil16,348Nil
C A Campbell
(2)
72, 76 5Nil1 7, 0 0 8Nil
D M McClatchy
(3)
5,547Nil1,297Nil
F A Oliver
(4)
2,437Nil610Nil
(1)
R A Coupe received 3,783 shares in the year ended 31 March 2024, purchased on market as per the terms of
the share purchase plan (purchase price $1.30). R A Coupe received 5,968 shares in the year ended 31 March
2024, issued under the dividend reinvestment plan (average issue price $1.2444). R A Coupe was allotted
16,348 warrants on 6 July 2023.
(2)
C A Campbell received 2,822 shares in the year ended 31 March 2024, purchased on market as per the terms
of the share purchase plan (purchase price $1.30). C A Campbell received 6,209 shares in the year ended 31
March 2024, issued under the dividend reinvestment plan (average issue price $1.2444). C A Campbell was
allotted 17,008 warrants on 6 July 2023.
(3)
D M McClatchy received 2,822 shares in the year ended 31 March 2024, purchased on market as per the terms
of the share purchase plan (purchase price $1.30). D M McClatchy received 473 shares in the year ended 31
March 2024, issued under the dividend reinvestment plan (average issue price $1.2444). D M McClatchy was
allotted 1,297 warrants on 6 July 2023.
(4)
F A Oliver received 2,437 shares in the year ended 31 March 2024, purchased on market as per the terms of
the share purchase plan (purchase price $1.30). F A Oliver was allotted 610 warrants on 6 July 2023.
DIRECTORS HOLDING OFFICE
Kingfish’s directors as at 31 March 2024 were:
»R A Coupe (Chair)
»C A Campbell
»D M McClatchy
»F A Oliver
During the year, there were no appointments to the board.
In accordance with the Kingfish constitution, at the 2023 Annual Shareholders’ Meeting, Andy Coupe retired by
rotation and being eligible was re elected. Carol Campbell retires by rotation at the 2024 Annual Shareholders’
Meeting and being eligible, offers herself for re-election. David McClatchy also retires by rotation at the 2024
Annual Shareholders’ Meeting and being eligible, offers himself for re-election.
DIRECTORS’ INDEMNITY AND INSURANCE
Kingfish has arranged Directors’ and Officers’ Liability Insurance covering directors acting on behalf of Kingfish.
Cover is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful
acts committed while acting for Kingfish. The types of acts that are not covered include dishonest, fraudulent,
malicious acts or omissions, and wilful breach of statute or regulations.
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ANNUAL REPORT
2024
Kingfish has granted an indemnity in favour of all current directors of the Company in accordance with its
constitution.
EMPLOYEE REMUNERATION
Kingfish does not have any employees. Corporate management services are provided to Kingfish by Fisher Funds
Management Limited.
DIRECTORS’ RELEVANT INTERESTS
The following are relevant interests of Kingfish’s directors as at 31 March 2024:
R A CoupeBarramundi LimitedChair
Marlin Global LimitedChair
Coupe Consulting LimitedDirector
Briscoe Group Limited Director
C A CampbellBarramundi LimitedDirector
Marlin Global LimitedDirector
T&G Global LimitedDirector
Hick Bros Holdings Limited & subsidiary companies Director
Woodford Properties 2018 LimitedDirector
alphaXRT LimitedDirector
New Zealand Post LimitedChair
Asset Plus LimitedDirector
Nica Consulting LimitedDirector
NZME LimitedDirector
Cord Bank LimitedDirector
T&G Insurance LimitedDirector
Bankside Chambers LtdDirector
Chubb Insurance New Zealand LimitedDirector
D M McClatchyBarramundi LimitedDirector
Marlin Global LimitedDirector
Guardians of NZ SuperannuationBoard Member
Trust Investment ManagementDirector
F A OliverBarramundi LimitedDirector
Marlin Global LimitedDirector
Gentrack Group LimitedDirector
First Gas GroupDirector
Freightways LimitedDirector
Wynyard Group Limited (in liquidation)Director
New Zealand Water PoloDirector
Summerset Group Holdings LimitedDirector
Guardians of NZ Superannuation Board Member
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ANNUAL REPORT
2024
AUDITOR’S REMUNERATION
During the 31 March 2024 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers
New Zealand.
$000
Statutory audit and review of financial statements61
Other assurance services-
Non-assurance services-
PricewaterhouseCoopers New Zealand is a registered audit firm, and its audit partners are licensed auditors under
the Auditor Regulation Act 2011.
DONATIONS
Kingfish did not make any donations during the year ended 31 March 2024.
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ANNUAL REPORT
2024
REGISTERED OFFICE
Kingfish Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
DIRECTORS
Independent Directors
Andy Coupe (Chair)
Carol Campbell
David McClatchy
Fiona Oliver
CORPORATE
MANAGEMENT TEAM
Wayne Burns
Beverley Sutton
MANAGER
Fisher Funds Management Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
SHARE REGISTRAR
Computershare Investor
Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
FOR MORE INFORMATION
For enquiries about transactions, changes of address, and dividend payments, contact the share registrar above.
Alternatively, to change your address, update your payment instructions, and to view your investment portfolio
including transactions online, please visit: www.investorcentre.com/NZ
FOR ENQUIRIES ABOUT KINGFISH CONTACT
Kingfish Limited, Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 93502, Takapuna, Auckland 0740
Phone: +64 9 489 7094 | Email: enquire@kingfish.co.nz
The information contained in this annual report is provided for information purposes only and does not constitute an offer,
invitation, basis for a contract, financial advice, other advice, or recommendation to conclude any transaction for the purchase
or sale of any security, loan, or other instrument. In particular, the information contained in this annual report is not financial
advice for the purposes of the Financial Markets Conduct Act 2013, as amended, and should not be relied upon when making an
investment decision. Professional financial advice from a financial adviser should be taken before making an investment.
AUDITOR
PricewaterhouseCoopers
New Zealand
Level 27
PwC Tower
15 Custom Street West
Auckland 1010
SOLICITOR
Bell Gully
Level 14
1 Queen Street
Auckland 1010
BANKER
ANZ Bank New Zealand Limited
23-29 Albert Street
Auckland 1010
NATURE OF BUSINESS
The principal activity of Kingfish
is investment in quality, growing
New Zealand companies.
DIRECTORY
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2024
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.