Marlin Global 2024 Annual Report
ANNUAL REPORT
30 JUNE
2024
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
l
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03About Marlin
06Directors’ Overview
10Manager’s Report
18The STEEPP Process
20Marlin Portfolio Companies
28Board of Directors
29Corporate Governance Statement
38Directors’ Statement of Responsibility
39Financial Statements
58Independent Auditor’s Report
62Shareholder Information
64Statutory Information
67Directory
CONTENTS
Andy Coupe / Chair Carol Campbell / Director
This report is dated 14 September 2024 and is
signed on behalf of the Board of Marlin Global
Limited by Andy Coupe, Chair, and Carol
Campbell, Director.
CALENDAR
Next Dividend Payable
27 September 2024
Annual Shareholders’
Meeting, Ellerslie Event
Centre, Auckland 10:30am
6 November 2024
Interim Period End (1H25)
31 December 2024
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ANNUAL REPORT
2024
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ABOUT MARLIN GLOBAL
INVESTMENT OBJECTIVES
INVESTMENT APPROACH
Marlin Global Limited (“Marlin” or “the Company”) is a listed investment company
that invests in quality, growing companies based outside New Zealand and Australia.
The Marlin portfolio is managed by Fisher Funds Management Limited
(“Fisher Funds” or “the Manager”), a specialist investment manager with a track
record of successfully investing in quality, growth companies. Marlin listed on NZX
Main Board on 1 November 2007 and may invest in companies that are listed on
any approved stock exchange (excluding New Zealand or Australia) or unlisted
companies not incorporated in New Zealand or Australia.
The investment philosophy of Marlin is summarised by the following broad principles:
• invest as a medium to long-term investor exiting only on the basis of a fundamental
change in the original investment case;
• invest in companies that have a proven track record of growing profitability; and
• construct a diversified portfolio of investments, based on the ‘STEEPP’ investment
criteria (see pages 18 and 19).
The key investment objectives of Marlin are to:
• achieve a high real rate of return, comprising both income and capital growth,
within risk parameters acceptable to the directors; and
• provide access to a diversified portfolio of international quality, growth stocks
through a single tax efficient investment vehicle.
MARLIN GLOBAL LIMITED
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DIVIDENDS paid during the year ended 30 June 2024 (cents per share)
Total for the year ended 30 June 2024 7.59 cents per share (2023 : 7.11 cps)
DIVIDENDS PAID
22 SEPTEMBER 2023
15 DECEMBER 2023
28 MARCH 2024
27 JUNE 2024
1.82
cps
1.83
cps
1.86
cps
2.08
cps
AT A GLANCE
For the 12 months ended 30 June 2024
Net profit
$
3 7. 2 m
As at 30 June 2024
Share price
$
0.96
Gross
performance
return
22.9
%
NAV per share
$
1.03
Total
shareholder
return
13.8
%
Adjusted NAV
return
19.5
%
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LARGEST INVESTMENTS
As at 30 June 2024
As at 30 June 2024
SECTOR SPLIT
Microsoft
7
%
Amazon
9
%
Floor &
Décor
6
%
Alphabet
6
%
Meta
Platforms
5
%
Healthcare 30%
Consumer Discretionary 19%
Information Technology 18%
Communication Services 18%
Financials 8%
Consumer Staples 4%
Cash and FFX 3%
As at 30 June 2024
GEOGRAPHICAL SPLIT
North America 85%
West Europe 8%
Asia 4%
Cash and FFX 3%
These are the five largest percentage holdings in the Marlin portfolio
1
. The full Marlin portfolio and percentage holding data
as at 30 June 2024 can be found on page 17.
1
Percentage holdings have been rounded to the nearest 1%.
Andy Coupe
Chair
DIRECTORS’ OVERVIEW
“Marlin has ended
the 30 June 2024
year with a net
profit of $37.2m,
a 58% increase
on the prior year.”
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There has been volatility in global equity markets
due to factors such as recessionary concerns,
high interest rates in response to inflation, and
geopolitical uncertainty. However, international
equity markets have gained significantly in 2024,
although some of those gains have only occurred
in specific market sectors or been driven by only a
handful of technology companies.
In the US, 2024 has had one of the strongest starts
to a year on record – and the second-best start to an
election year in 100 years. The US S&P 500 has gained
14.5% year to date, while the broader MSCI World Index
has gained 10.8%. However, 60% of the US S&P 500’s
gain has been driven by just six big tech stocks (Nvidia,
Amazon, Microsoft, Meta, Alphabet, and Apple). These
stocks, which include AI chip maker Nvidia (+149% this
year), have all benefitted from the current market frenzy
around Artificial Intelligence (AI).
Companies with structural growth linked to AI, including
silicon chip manufacturers, datacentres, and electricity
generators are prominent among the top gainers in
markets this year. Of the seven largest gainers in the
S&P 500 this year, six have benefitted from AI-related
themes – either through the production of silicon chips
and servers, or through the provision of clean and
reliable power (e.g. nuclear) for the booming build-out of
datacentres.
The Manager has built on the half-year net profit of
$10.2m (as at 31 December 2023) to end the
30 June 2024 financial year with a $37.2m net profit.
While the Adjusted NAV return
2
was +19.5%, the total
shareholder return
1
was +13.8%, reflecting a share
price at a greater discount to NAV at year end. The
gross performance return
3
of 22.9% was well ahead of
the Company’s benchmark index
4
, which was +15.2%.
With the majority of the companies within the Marlin
portfolio delivering solid earnings, the board has
confidence in the investment strategy and the medium-
term resilience of the portfolio, as evidenced by the
portfolio outperforming the Company’s benchmark
index over the medium to longer-team.
Revenues and Expenses
The 2024 result comprised gains on investments of
$41.6m, dividend, interest, and other income of $1.3m,
less operating expenses and tax of $5.8m. Overall
operating expenses and tax were $1.7m higher than
the prior year principally due to:
a) higher management fees due to the higher
portfolio gross asset value and the provision for a
$0.9m performance fee in the current year, verses
no performance fee in the prior year, and
b) a higher tax expense in the current year.
Dividends
The directors recognise that the regularity of the tax-
effective quarterly dividends is important for many
shareholders and have maintained the Company’s
distribution policy of 2% of NAV per quarter. Over the
12-month period to 30 June 2024, Marlin paid 7.59
cents per share in dividends. The next dividend will be
2.07 cents per share, payable on 27 September 2024
with a record date of 5 September 2024.
Marlin has a dividend reinvestment plan which
provides shareholders with the option to reinvest all or
part of any cash dividends in fully paid ordinary shares.
Full details of the dividend reinvestment plan
5
can be
found in the Marlin Dividend Reinvestment Plan Offer
Document, a copy of which is available at marlin.co.nz/
investor-centre/capital-management-strategies/.
Warrants
On 16 May 2024, 53.7m new warrants were allotted.
One new warrant was issued to eligible shareholders
for every four shares held on the record date (15 May
2024). The warrants are exercisable on 16 May 2025
at $1.04 per warrant, adjusted down for dividends
declared during the period commencing from the
allotment of the warrants, up to the announcement of
the 16 May 2025 exercise price.
The prior Marlin warrant (MLNWF) had an exercise
date of 10 November 2023, when warrant holders
had the option to convert their warrants into ordinary
shares at an exercise price of $0.92 per warrant. On
the exercise date, 3.8m warrants out of a possible
1
Total shareholder return - the return combines the share price performance, the warrant price performance, the net value of converting any
warrants into shares, and the dividends paid to shareholders. It assumes all dividends are reinvested in the Company’s dividend reinvestment
plan, and that shareholders exercise their warrants, (if they were in the money), at warrant expiry date.
2
The adjusted net asset value return is the underlying performance of the investment portfolio adjusted for dividends, (and other capital
management initiatives) and after expenses, fees, and tax.
3
Gross performance return – the Manager’s portfolio performance in terms of stock selection & currency hedging before expenses, fees, and tax.
It is an appropriate return measure for assessing the Manager’s performance against an index or benchmark.
4
The benchmark index is the S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZ$).
5
Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Marlin or Computershare Investor Services
Limited.
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DIRECTORS' OVERVIEW CONTINUED
Company Performance
For the year ended 30 June202420232022202120205 years
(annualised)
Total Shareholder Return13.8%(11.1%)(27.6%)88.5%21.5%10.9%
Adjusted NAV Return19.5%13.8%(25.6%)40.3%16.6%10.6%
Dividend Return
1
7. 9 %7. 3 %7. 0 %6.9%8.3%
Net Profit / (Loss)$ 3 7. 2 m$23.6m($60.4m)$69.2m$22.6m
Basic Earnings per Share17. 5 9 c p s11.63cps(31.34)cps39.55cps15 .18 c p s
OPEX Ratio2.2%1.7%1.1%3 .1%2.9%
OPEX Ratio (before performance fee)1.7%1.7%1.1%1.7%1.9%
As at 30 June20242023202220212020
NAV (as per financial statements)$1.03$0.93$0.89$1.28$1.03
Adjusted NAV$3.53$2.95$2.60$3.49$2.49
Share Price$0.96$0.92$1.12$1.6 0$0.98
Warrant Price$0.03$0.01-$0.26$ 0 .10
Share Price Discount/(Premium) to NAV
2
5.8%1.1%(25.8%)(30.5%)2.9%
50.5m warrants were converted into Marlin ordinary
shares. The new shares were allotted to warrants
holders on 15 November 2023 and the additional
funds were invested during November 2023.
Share Buybacks
The share buyback programme
6
is another part of
Marlin’s capital management programme. Share
buybacks only occur when the share price discount
to NAV exceeds 6%. During the 12 months to 30 June
2024 there were 0.4m buybacks (FY23: Nil).
Annual Shareholders’ Meeting
The 2024 annual meeting will be held on Wednesday
6 November at 10:30am at the Ellerslie Event Centre in
Auckland and online. All shareholders are encouraged
to attend, with those who are unable to attend either
form of the meeting invited to cast their vote on the
Company’s resolutions prior to the meeting.
Conclusion
The 2024 financial year has produced some rewarding
returns for patient investors. The board remains
supportive of the Manager’s strategy of focusing on
well-managed, quality businesses, whose sustainable
competitive advantages enable them to adapt and
respond to an ever-changing environment over the
medium to long term.
We would like to thank you for your continued support
and look forward to seeing many of you at our annual
meeting on 6 November.
On behalf of the board,
Andy Coupe, Chair
Marlin Global Limited
14 September 2024
6
Shares purchased under the buyback programme are held as treasury stock and subsequently reissued to shareholders under the dividend
reinvestment plan. (Share buybacks only occur when the spare price to NAV discount exceeds 8%.)
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Total Shareholder Return
Non-GAAP Financial Information
Marlin uses the following non-GAAP measures:
• adjusted net asset value – the underlying value of the investment portfolio adjusted for dividends (and other
capital management initiatives) and after expenses, fees, and tax,
• adjusted NAV return – the percentage change in the adjusted net asset value,
• gross performance return – the Manager’s portfolio performance in terms of stock selection and currency
hedging, before expenses, fees, and tax,
• total shareholder return – the return combines the share price performance, the warrant price performance,
the net value of converting any warrants into shares, and the dividends paid to shareholders. It assumes all
dividends are reinvested in the Company’s dividend reinvestment plan, and that shareholders exercise their
warrants (if they were in the money) at warrant expiry date,
• OPEX ratio – the percentage of Marlin’s assets used to cover operating expenses excluding tax and brokerage,
and
• dividend return – how much Marlin pays out in dividends each year relative to its average share price over the
period. (Dividends paid by Marlin may include dividends received, interest income, investment gains, and/or
return of capital.)
All references to the above measures in this Annual Report are to such non-GAAP measures. The calculations
applied to non-GAAP measures are described in the Marlin Non-GAAP Financial Information Policy. A copy of the
policy is available at marlin.co.nz/about-marlin/marlin-policies/.
Portfolio Performance
For the year ended 30 June202420232022202120205 years
(annualised)
Gross Performance Return22.9%16.4%(24.9%)46.7%19.8%13.6%
Benchmark Index
3
15.2%15.3%(12.8%)3 7. 8 %0.04%9.8%
Performance Fee Hurdle
4
10.8%9 .1%5.8%5.3%6.2%
NB: All returns have been reviewed by an independent actuary.
1
Marlin’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year. (The
dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied.)
2
Share price discount/(premium) to NAV (including warrant price on a pro-rated basis).
3
Index: S&P Large Mid Cap/S&P Small Cap Index (hedged 50% to NZ$). Returns shown gross in NZ$ terms.
4
The performance fee hurdle is the Benchmark Rate (NZ 90 Day Bank Bill Index +5%).
Share Price/Total Shareholder Return
$5.00
$4.00
$3.00
$2.00
$1.00
$0.00
Share Price Total Shareholder Return
Nov
2007
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2011
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2013
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2014
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2015
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2008
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2009
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2010
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2016
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2020
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2012
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2022
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2023
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Sam Dickie
Senior Portfolio Manager
MANAGER’S REPORT
“We believe that
having a long-term
orientation and
investing in high-
quality and growing
businesses is one
of the best ways to
build wealth.”
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Chart 2: US and global economic growth upgraded
strongly, albeit slowing recently
This set up the March quarter for a much broader global
stock market rally. 2023 stock market returns were
driven primarily by technology companies. The tech-
heavy Nasdaq index was +56% vs the S&P500 equal
weighted index (which removes the disproportionate
influence of large tech) +11%. Supercharged by higher
forecasted economic growth, returns were driven by
a much broader mix of stocks. Cyclical sectors like
banks and energy companies, which are typically more
sensitive to shifts in economic expectations, were up
more than tech.
In the June quarter, the final quarter of Marlin’s financial
year, the economic growth upgrades we had seen
stopped, and in fact, turned to slight downgrades. It is a
reminder that while it appears central banks have done
a stellar job taming inflation and allowing economies to
“soft land”, the lagged impacts of the sharpest rate rise
cycle in history are continuing to bite. This drove a sharp
underperformance in the same cyclical sectors that
outperformed in the prior quarter. This was offset by the
ongoing rally in a narrow subset of AI-related stocks like
Nvidia and Apple, which we discuss further below.
Markets were in large part driven by three major factors
this year: inflation and interest rates, economic growth,
and the AI boom.
The biggest surprise has been how these
macroeconomic and market crosswinds changed each
quarter. This is rare and is still a hangover from COVID.
In the September quarter, global equity markets sold off
around 10% into quarter-end as medium and long-term
interest rates moved higher again. There were concerns
that the robust economic growth was causing inflation
to be a little bit stickier than the market had expected.
While runaway inflation seems like ancient history now,
it was (and still is) a little higher than is ideal. But despite
the slight uptick in the September quarter of 2023, it
continued its downward trajectory.
Chart 1: Global inflation – tamed but not conquered
The December quarter was strong as the market’s
interpretation of the economic backdrop was much
rosier − excited about a soft economic landing,
declaring victory on inflation and anticipating a
much lower interest rate environment in the months
ahead. Global and especially US economic growth
expectations were upgraded meaningfully during the
year. In June 2023, economists were forecasting a tepid
0.6% growth for the US economy for 2024. By the end
of April 2024, economists were forecasting 2.4%.
The Marlin 2024 year consisted of four distinct quarters of divergent market and macroeconomic
backdrops, which is rare. Inflation concerns, a strong rebound in growth expectations, a
tapering of growth expectations, and finally central banks showing a willingness to ease policy,
all transpired to create volatility but also opportunity for Marlin. The artificial intelligence boom
underpinned strong global stock market returns throughout the year. For longer-term investors,
these shifts in macroeconomic sentiment create investment opportunities, and this year has
reinforced the importance of Marlin’s long-standing investment philosophy – investing in a
portfolio of high-quality businesses that have a proven track record of growing profitability.
Amidst this shifting backdrop, Marlin delivered a gross performance of +23% for shareholders,
significantly more than the +15% for the market.
11%
10%
9%
8%
7%
6%
5%
4%
3%
2%
1%
0%
Global inflation: better but not good enough
J a n -15
J a n -16
J a n -17
J a n -18
J a n -19
Jan-20
Jan-21
Jan-22
Jan-23
Jan-24
Major central bank inflation target
Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24
2.5%
2.0%
1.5%
1.0%
US GDP Economic Forecast
MARLIN GLOBAL LIMITED
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Chart 3: Cyclical sectors reversed strong
performance in the June 2024 quarter, while tech
stocks continued to rally.
The overall result was a strong year for Marlin, +22.9%
gross performance, well ahead of the benchmark at
+15.2%. Over the last five years, the Marlin portfolio has
delivered a gross return of +13.6% pa, compared with
the market benchmark which has returned +9.8% pa.
Chart 4: Marlin annualised returns: Gross
Performance return vs Global Benchmark return
(to 30 June)
MANAGER’S REPORT CONTINUED
Two speed market (AI...and everyone else)
While the rising tide was lifting ‘all’ boats at the start of
the year, that dynamic has changed. Now, there are
two very different parts of the stock market, running at
different speeds.
Companies with structural growth linked to AI –
including silicon chip manufacturers, datacentres, and
even electricity generators – stand out among the top
performers in markets this year. While the US S&P 500
index is up 14.5% in the calendar year-to-date, over 60%
of this gain has been driven by just six big tech stocks:
NVIDIA, Amazon, Microsoft, Meta, Alphabet and Apple.
These stocks, and particularly AI-chipmaker NVIDIA
(+149% this year), have benefitted from the current
artificial intelligence (AI) boom.
Chart 5: AI and tech stocks have driven most of the
market performance year-to-date
The excitement around AI has benefited investors
materially over the last 18 months. The question now is
whether these parts of the market are overhyped.
People are very excited that artificial intelligence is going
to change the way we do business, the way we search,
and how we interact with companies. The market is
convinced a few companies are going to make literally
trillions of dollars of value out of that.
While we agree with the longer-term benefits of AI, we
believe it will take longer to realise these benefits than
people expect. As American scientist Roy Amara once
said, we typically overestimate new technologies in the
short term, and underestimate them in the long term.
While we are nowhere near the speculative excesses of
the DotCom bubble, there are some parallels. The world-
wide web was first opened to the public in 1993, and like
artificial intelligence now, people saw the potential for
the internet to change how business operates and how
we live our lives. Yet, many of the benefits of the internet
we take for granted today, were not realised until many
years after the bubble, by companies such as Amazon,
Google, Meta and Netflix.
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
3 years
(annualised)
12 Months5 years
(annualised)
Since
inception
(annualised)
Marlin Gross Performance Global Benchmark
22.9%
15.2%
2.4%
5.0%
13.6%
9.8%
11. 5%
8 .1%
15%
10%
5%
0%
-5%
IndustrialFinancialsEnergyS&P500Te ch
Performance for quarter ended 31 March 2024
Performance for quarter ended 30 June 2024
15%
10%
5%
0%
-5%
IndustrialFinancialsEnergyS&P500Te ch
Magnificent 7 (AMZN,
META, GOOGL, MSFT,
NVDA, AAPL, TSLA)
S&P500S&P500 ex-
Magnificent 7
35%
30%
25%
20%
15%
10%
5%
0%
31%
19%
14%
Returns Year-to-date
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That said, we have exposure to the AI thematic via
cloud providers like Microsoft, Google and Amazon, or
ASML which has a near monopoly on the manufacturing
equipment that makes semiconductor chips. We also
have exposure via the biggest users of AI technology
(such as Meta). These companies are seeing real
benefits from their AI investments today. Take Meta,
which is using AI to drive increased engagement in its
social media apps, which in turn is helping it attract more
advertising dollars.
In times of macroeconomic and market divergence
like we have seen in this last year, it’s important to be
selective.
We continue to seek (a) high quality businesses with
a sustainable competitive advantage; (b) companies
with long growth runways (and ideally the ability to
grow even in a tough environment); and (c) companies
that are managed by long-term focused and aligned
management teams.
This approach has helped the Marlin portfolio perform
well against a volatile backdrop over the last year; and
we continue to use this macroeconomic and market
volatility to identify investment opportunities both within
our portfolio and in the wider market.
Performance highlights and lowlights
Positive contributors
The top performers in the Marlin portfolio were Meta,
Amazon, Alphabet, Boston Scientific and Netflix.
Meta’s (+76%) revenue growth reaccelerated through
the year to 25% after suffering from a post-pandemic
slowdown. On top of this, CEO Mark Zuckerberg
delivered on his year of efficiency plan, reducing
headcount by almost a quarter, resulting in operating
income margins increasing from ~25% to ~40%. Meta
remains committed to investing in AI and the metaverse.
Meta’s AI recommendation systems are delivering
increasing amounts of content to users rather than users
searching for that content themselves. AI delivered
content increases engagement (users opening their Meta
apps more frequently and for longer), which increases
advertising slots and potential revenue for Meta. While
Meta continues to invest behind the metaverse, ~80% of
Meta’s spending is on its core Family of Apps business
which generates attractive margins and free cash flow.
With ~3.2bn people using at least one of Meta’s apps
each day, Meta’s digital properties are a key component
in any advertisers’ budgets.
Amazon (+48%) delivered improving revenue growth,
margin expansion and accelerated earnings growth.
Amazon’s cloud computing business, Amazon Web
Service (AWS), faced headwinds coming out of the
pandemic driven by tightening information technology
(IT) customer spend. This headwind has abated and
AWS has reaccelerated revenue growth as the shift
to cloud computing continues. Amazon’s advertising
business remains a star performer, growing by more
than 20% with very high underlying margins. Amazon
delivered impressive operating income margin expansion
as the company grew into its expanded logistics
infrastructure, which serves its e-commerce business.
Operating income margins improved from 2% to 6%,
and operating income grew ~200% in the last year. We
think margin expansion will continue to be delivered
in the future, and Amazon has a long growth runway
ahead with the shift to cloud computing, e-commerce
penetration and digital advertising penetration.
Alphabet (+52%) launched ChatGPT in November 2022
and other similar information search chat tools, raising
concerns that Google Search’s dominance would be
disrupted and was therefore deemed an AI-laggard.
Throughout the year, Alphabet not only demonstrated
this not to be the case but accelerated revenue growth in
their Search business, in which they have 90%+ market
share. Alphabet is leading the way with AI investment,
rolling out Gemini (their AI chat tool) and Search
Generative Experience (SGE), which is Google Search
augmented with AI responses. To date, testing results
show that with SGE, consumers are performing more
searches, with increased satisfaction and engagement,
and it expands the types of queries that can be
addressed, increasing the advertising pie for Alphabet.
Like its peers, Alphabet continues to focus on profitable
growth, reducing headcount by 4% in the last year,
and we expect profit margins to expand in the future.
We think Alphabet continues to be well positioned to
capitalise on digital advertising, digital commerce, digital
media consumption, and increasing cloud computing.
Boston Scientific (+42%) is a manufacturer of innovative
medical devices used to treat a range of medical
conditions from heart disease to neurological disorders.
Through a series of acquisitions and investment in
research and development, Boston Scientific has built a
strong pipeline of products across several fast-growing
medical device markets, with potential revenues in the
billions of dollars. The successful launch of new products
such as the Farapulse device for treating atrial fibrillation
(a heart condition which increases the risk of death),
has propelled Boston Scientific’s revenue growth rate
from 7% historically to over 12% today, giving it one
of the faster growth profiles amongst listed medical
device companies. We believe Boston Scientific’s strong
position and continued investment in new therapies will
drive above market growth for the years ahead.
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MANAGER’S REPORT CONTINUED
Netflix’s (+53%) strong growth over the period was
driven by significant increases in both subscriber
numbers and revenue. Global paid memberships
rose by 16.5% year-over-year, reaching 277.65 million.
Strategic initiatives, such as paid account sharing and
an ad-supported membership tier, have proven effective
in monetising its user base more efficiently. Despite
some market fluctuations, Netflix maintained its position
as a dominant player in the global streaming market,
continuing to innovate and expand its offerings to
attract and retain subscribers. The company’s creative
success was further underscored by its impressive
107 nominations for the 76th Annual Primetime Emmy
Awards, making it the most nominated individual
network. Netflix’s ability to generate substantial profits,
in contrast to its competitors’ losses, has strengthened
its market position. These factors are expected to
drive robust free cash flow growth in the long term by
monetising non-paying users, attracting price-sensitive
new subscribers, and reducing churn. With Netflix now
up approximately 150% from its lows, the company
has demonstrated resilience and adaptability in a highly
competitive streaming landscape.
Detractors from performance
The biggest detractors from portfolio performance
were our small discount dollar store positions and Floor
& Décor which were impacted by macroeconomic
cross currents, and Edwards Lifesciences that is facing
growth challenges in its core medical device market.
Dollar General (-28%) and Dollar Tree (-26%) both
underperformed as their core low-income customer
base struggled with the rising cost of living. Customers
are spending less and are giving priority to necessities-
driven categories over higher profit margin discretionary
ones. Like retailers around the world, the dollar stores
are seeing elevated levels of shoplifting and employee
theft which is also hurting company profit margins.
While the companies are putting initiatives in place to
reduce theft, these will take time to make an impact.
This tough backdrop has added to what was already
a challenging period for these companies. Dollar
Tree and Dollar General are both in turnaround mode
following COVID induced supply-chain pressures and
wage inflation, with both companies making material
investments into the business, closing unprofitable
stores and reducing the pace of store rollouts. We
exited Dollar General in September 2023 due to the
lack of clarity over its steady state earnings and lower
confidence in management. In early October 2023,
Dollar General announced the reappointment of
former CEO Todd Vasos, which gave investors more
confidence around the turn-around. We subsequently
added Dollar General back into the portfolio at a
small position size. Historically both businesses have
performed well in tough economic times as consumers
“trade-down” to the lower price points and private
labels on offer at the dollar stores. While there have
been some promising signs that the company initiatives
are taking hold, this remains a dynamic space and we
have seen pockets of elevated competition from large
retailers such as Walmart as they compete for the
“trade-down” consumers; and our dollar store positions
remain under a close watch.
Edward Lifesciences (-2%) is the leading manufacturer
of replacement heart valves for the treatment of
valvular heart disease. Edward’s pioneered a minimally
invasive approach to aortic valve replacement, called
TAVR, where the replacement valve is placed through
an artery in the leg, providing a safer alternative to
traditional open-heart surgery. As TAVR has effectively
become the standard of care and penetration has
risen, Edward’s revenue growth has slowed from its
historically high levels, which has negatively impacted
the stock performance this year and post balance date.
TAVR will drive steady but unspectacular growth. Over
time, this will be enhanced by its rapidly growing newer
products that treat the mitral and tricuspid heart valves.
Floor & Décor (-4%) continues to work through industry
headwinds, with existing home sales remaining near
GFC lows. House sales activity benefits Floor & Décor
as homeowners are more likely to redo their flooring
either before or after a home purchase. However,
with high mortgage rates and house prices remaining
high, house sales activity is subdued as owners are
reluctant to move or refinance from low-rate mortgages
to higher-rate mortgages. Despite this tough backdrop,
Floor & Décor continues to take market share from
competitors and continues to open new stores. Floor
& Décor currently has 230 stores and is targeting 500
stores in the long term. Market share gains are driven by
Floor & Décor’s superior value proposition of everyday-
low-prices, more selection and more in-stock, which
continues to be ahead of the competition. We think the
market is overly concerned with the short-term macro-
outlook for the business and is forgetting about the
long-term opportunity ahead for Floor & Décor.
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Portfolio additions and exits
We have made several changes to the Marlin portfolio in
the last six months.
Overall, we believe these changes improve the quality of
the portfolio.
New portfolio additions
We added ASML to Marlin. ASML has 100% market
share in the cutting-edge lithography machines that are
used to manufacture the most advanced semiconductor
chips such as those used in smartphones and laptops.
Advances in areas such as AI and autonomous driving
will require increasing amounts of these advanced
semiconductor chips, which will drive demand for
ASML’s advanced lithography machines. While the
AI spotlight is currently on companies like Nvidia or
AMD that are generating AI revenues today, ASML’s
AI revenue is currently minimal, but this long-term
structural demand for increased computing power will
underpin ASML’s revenue growth over the medium-to-
longer term.
We also added two medical equipment companies to
the portfolio, Intuitive Surgical and Dexcom. We took
the opportunity to add them to the portfolio as both
companies sold off through the second half of 2023 on
GLP-1 weight loss drug concerns.
Intuitive Surgical is the leading manufacturer of soft-
tissue surgical robotics, used to assist surgeons to
perform minimally invasive surgical procedures. Intuitive
has nearly 100% market share, despite the recent entry
of competitive robotic systems. In March, the company
announced the launch of its first new system in over
10 years, the Da Vinci 5. With an impressive array
of upgrades and new features; this launch will help
maintain Intuitive’s technical lead versus its competitors;
and demand has been strong in the early months of the
launch.
Dexcom develops, manufactures, and distributes
continuous glucose monitoring (CGM) devices for
people with Type-1 and Type-2 diabetes, which impacts
hundreds of millions of people globally. The market for
CGM devices is largely split between Dexcom and the
Abbott Libre. The barriers to entry in CGM devices are
due to high upfront investment and specialist know-
how. It takes years to innovate and develop a new
sensor before receiving regulatory clearance. Compared
to finger pricking, CGM devices achieve better health
outcomes from continuous glucose readings vs. a
static one-off, similar or better accuracy, and more
convenience. With only ~6-7% of the diabetic population
globally using a CGM device, Dexcom is positioned for
years of growth, albeit it has been very volatile recently
given execution issues as the company grows rapidly.
Portfolio exits
We exited Alibaba during the year. Alibaba has faced
several years of increased competition from both
live-streaming companies like Douyin and Kuaishou;
and low-cost e-commerce companies like Pinduoduo.
Against a tough economic backdrop, competition in
the China e-commerce sector has stepped up further
recently – with Alibaba having to increase investment to
improve user engagement and ‘price competitiveness’.
This not only impacts revenue growth, but also
necessitates further investment, creating uncertainty
around the company’s ability to improve margins.
We exited PayPal during the year. PayPal had an early
lead in e-commerce payments due its trusted brand,
security, and being the most frictionless checkout
option (vs. manual card-entry and guest checkout).
This created a loyal core customer base and was
particularly important in the early days of e-commerce
as consumers and merchants had less trust of one
another. These advantages have eroded, and PayPal is
losing market share. PayPal is facing stiff competition
from multiple large competitors such as Apple Pay,
Shop Pay, and Amazon’s Buy with Prime. Consumers
have become more comfortable transacting with
unknown merchants using other wallet options and/
or entering card credentials directly to checkout, which
was the key value proposition advantage PayPal had
when e-commerce was more nascent.
We exited homebuilder NVR during the year. We bought
NVR in May 2021. The company delivered a 15% p.a.
return vs. +4% return from the S&P 500. Our rationale
for exit is around new orders and profit margins which
drive NVR’s fundamentals. NVR’s runway for new orders
in the company’s active development communities
has shrunk in recent years. NVR gross margins were
originally at all-time highs given appreciation in house
prices, and we saw a risk that profit margins would fall.
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Portfolio positioning
The Marlin portfolio comprised 22 companies as at 30
June 2024, diversified across a range of sectors.
Chart 6: Marlin portfolio - Sector split
Chart 7: Marlin portfolio - Geographical split
MANAGER’S REPORT CONTINUED
The information in the Directors’ Overview and in this Manager’s Report has been prepared as at mid-August 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 Marlin Global Limited and its officers and directors make no
representation as to its accuracy or completeness. The Managers’ report is not intended to constitute professional or investment
advice and should not be relied upon in making any investment decisions. Professional financial advice from a financial adviser
should be taken before making an investment. To the extent that the report contains data relating to the historical performance of
Marlin Global Limited or its portfolio companies, please note that fund performance can and will vary and that future results may
have no correlation with results historically achieved.
Outlook
The speed of change in macroeconomic sentiment has
been an ongoing feature since COVID and we expect
this to continue. Since COVID, economists are having a
much tougher time accurately forecasting US and global
GDP growth. The difference between the initial forecast
and the final number can be as wide as 2.0-2.5%: so
3-4x the normal forecasting error.
Given our belief that having a long-term orientation and
investing in high-quality and growing businesses is one
of the best ways to build wealth, these big swings in
macroeconomic sentiment are potential opportunities.
We have continued to upgrade the quality of
the portfolio. The average quality and growth
characteristics, as captured via our STEEPP framework,
have improved over the year.
Sam Dickie, Senior Portfolio Manager
Fisher Funds Management Limited
14 September 2024
18
%
COMMUNICATION
SERVICES
30
%
8
%
HEALTH CARE
FINANCIALS
19
%
CONSUMER
DISCRETIONARY
18
%
INFORMATION
TECHNOLOGY
4
%
CONSUMER
STAPLES
3
%
CASH AND FFX
85
%
NORTH
AMERICA
8
%
WEST
EUROPE
3
%
CASH AND FFX
4
%
ASIA PACIFIC
MARLIN GLOBAL LIMITED
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Headquarters Company%
Holding
ChinaTencent Holdings4.0%
Ireland Icon4.5%
United
Kingdom
Greggs Plc4 .1%
United StatesAlphabet5.9%
Amazon.Com9.3%
ASML Holding2.5%
Boston Scientific3.9%
Danaher Corporation4 .1%
Dexcom Inc4.9%
Dollar General2.1%
D olla r Tre e2.0%
Edwards Lifesciences
Corp.
4.5%
Floor & Décor Holdings5.6%
Gartner Inc4.4%
Intuitive Surgical Inc4.0%
Mastercard5.2%
Meta Platforms Inc5.4%
Microsoft7.1%
MSCI Inc2.4%
Netflix2.5%
salesforce.com4.2%
UnitedHealth Group Inc4.0%
Equi t y Tot a l96.6%
New Zealand dollar
cash
0.5%
Total foreign cash2.7%
Ca s h Tot a l3.2%
Forward foreign
exchange contracts
0.2%
TOTAL100.0%
Portfolio Holdings Summary
as at 30 June 2024
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STRENGTH OF
THE BUSINESS
What is the company’s
competitive advantage? Is it
sustainable? Is the company
a market leader? Does it have
a dominant position? A strong
business is one that can maintain
its profit margins by employing a
unique strategy.
TR ACK
RECORD
How has the company performed
in the past? Has the company
performed under the same
management team? Has it grown
organically or by acquisition? How
did the company react during a
downturn? Fisher Funds prefers to
buy established companies that
have executed well in the past.
EARNINGS
HISTORY
How fast has the company
been able to grow its earnings in
the past? How consistent has
earnings growth been? Fisher
Funds prefers to buy companies
that exhibit secular growth
characteristics where they have
the proven ability to provide
a high or improving return on
invested capital.
Fisher Funds employs an investment 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:
STE
THE STEEPP PROCESS
Applying this STEEPP analysis, Fisher Funds constructed a portfolio
for Marlin which comprised 22 securities as at 30 June 2024.
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EARNINGS
GROWTH FORECAST
What is the company’s earnings
growth forecast over the next
three to five years? What is
the probability of achieving the
forecast? What does Fisher Funds
expect the company’s earnings
potential to be? Fisher Funds
notices that too many analysts
focus on short-term earnings. As
long-term growth investors, Fisher
Funds thinks about where the
company’s earnings could be in
three to five years.
PEOPLE/
MANAGEMENT
Who are the management team
and how long have they been in
their roles? Who are the directors,
what is their history with the
company, and what do they bring
to the board? What is the depth of
management in the organisation
and is there a succession plan for
the key executive roles? Do the
management team own shares
in the business and how are they
rewarded? Has the board and
management exhibited good
corporate behaviour in the areas
of environmental, social, and
governance considerations?
For Fisher Funds, the quality of
the company management and
its corporate governance is of
paramount importance.
PRICE/
VALUATION
How much of the future earnings
growth is already reflected in the
share price? Where does the
current share price sit in relation to
Fisher Funds worst to best case
valuation range? A company will
generate a higher score where the
market price currently reflects little
of that company’s upside potential.
EPP
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+52
%
+48
%
+1 1
%
Total Share ReturnTotal Share ReturnTotal Share Return
MARLIN PORTFOLIO
COMPANIES
The following is a brief introduction to each of your portfolio companies, with a description of
why Fisher Funds believes they deserve a position in the Marlin portfolio. Total share return is
for the year to 30 June 2024 and is based on the closing price for each company plus any capital
management initiatives. For companies that are new additions to the portfolio during the year,
total share return is from the first purchase date to 30 June 2024.
Total shareholders return in local currency sourced from Bloomberg.
UNITED STATES
What does it do?
Alphabet is the holding company
which owns the world’s leading
internet search provider, Google.
Google is the world’s most visited
website and the largest global
advertising platform by advertising
revenue. Alphabet also owns
YouTube, the leading online video
sharing platform, and is a leading
cloud computing provider through
Google Cloud Platform (GCP).
Why do we own it?
Alphabet has wide moats arising
from its dominant position
in online search, significant
intellectual property and a strong
brand. We believe Alphabet is
well positioned to grow strongly
as global advertising budgets
gradually shift away from television
to digital formats.
UNITED STATES
What does it do?
Amazon is the dominant
e-commerce platform in the
Western Hemisphere. Alongside
the e-commerce platform,
the company offers marketing
services to vendors and
subscriptions to customers,
which include everything from
free shipping to music and video.
Amazon’s AWS (Amazon Web
Services) business is the largest
global cloud computing platform,
helping clients with data storage
and computing power.
Why do we own it?
Amazon.com sits at the
crossroads of powerful
megatrends. These include
growth in e-commerce, migration
of advertising spend online
and the increasing adoption of
public cloud. The company has
significant scale and network
advantages. With a long growth
runway, Amazon is in a prime
position to monetise these
opportunities.
UNITED STATES
What does it do?
ASML is the leading manufacturer
of lithography machines used to
produce semiconductor chips.
Described by some as the most
complex machines ever built,
these lithography machines can
be as large as a bus, contain over
100,000 parts and cost hundreds
of millions of dollars.
Why do we own it?
ASML has 100% market share
in the cutting-edge lithography
machines that are used to
manufacture the most advanced
semiconductor chips such as
those used in smartphones and
laptops. Advances in areas such
as AI and autonomous driving
will require increasing amounts of
these advanced semiconductor
chips, which will drive ongoing
demand for ASML’s lithography
machines.
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MARLIN PORTFOLIO
COMPANIES
+42
%
Total Share Return
+18
%
+0.4
%
Total Share ReturnTotal Share Return
UNITED STATES
What does it do?
Boston Scientific is a leading
manufacturer of innovative medical
devices used to treat a range of
medical conditions to over 30
million patients each year. Boston
Scientific focuses on minimally
invasive therapies, which generally
improve patient outcomes versus
traditional surgery and reduce the
overall cost of treatment for health
systems.
Why do we own it?
Boston Scientific is well positioned
with market-leading positions in a
number of fast-growing medical
device markets. With a strong
pipeline of new product launches
and a track-record of investment
in innovation, we expect Boston
Scientific to sustain its above-
market growth and increase its
market share.
UNITED STATES
What does it do?
Danaher is a leading player in
the Lifesciences and Diagnostics
industries where it provides its
customers with the cutting-edge
tools to help them to diagnose
disease, and to discover and
manufacture new drug therapies
to treat those diseases.
Why do we own it?
An aging population and growing
healthcare spend are driving the
need for increased innovation in
the diagnosis and treatment of
chronic disease. With a leading
portfolio of tools and services in
these end markets, Danaher is
well positioned to benefit from
this investment in healthcare
innovation. Driven by a well-
renowned culture of continuous
improvement and investment,
we expect Danaher to grow its
market share as it becomes an
increasingly essential partner to its
customers.
UNITED STATES
What does it do?
Dexcom is a leading player in
continuous glucose monitoring
(CGM) devices for people with
diabetes, which impacts hundreds
of millions of people globally.
Why do we own it?
Dexcom benefits from high
barriers to entry in CGM devices
due to high upfront investment
and specialist know-how. It takes
years to innovate and develop
a new sensor before receiving
regulatory clearance. Compared
to finger pricking, CGM devices
achieve better health outcomes
from continuous glucose readings
vs. a static one-off, similar or
better accuracy, and more
convenience. Only circa 6-7% of
the diabetic population globally
use a CGM device, so Dexcom is
well positioned for many years of
growth.
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-2
%
Total Share Return
UNITED STATES
What does it do?
Edwards Lifesciences is the global
market leader in the treatment of
heart valve disease, which impacts
millions of people worldwide and
carries a poor prognosis if left
untreated. Edward’s main product
allows for the treatment of this
disease without the need for risky
open-heart surgery.
Why do we own it?
Edwards Lifesciences continues
to lead the industry in innovation,
investing in the development of
new products which both improve
medical outcomes for patients and
help doctors treat a wider range
of previously untreated patients
using a lower risk approach. With
a dominant market share and
continued investment in research
and development, Edwards
Lifesciences is well positioned for
long-term growth.
MARLIN PORTFOLIO COMPANIES CONTINUED
-26
%
Total Share Return
UNITED STATES
What does it do?
Dollar Tree is a discount store
retailer operating under two
brands: Dollar Tree and Family
Dollar, with the latter being
acquired in 2015. Both banners
have around 8,000 stores and
provide a value-for-money retail
offering, predominantly to lower
income households. The Family
Dollar brand is focused on
everyday items (toothpaste, bread,
laundry detergent, etc), whereas
the Dollar Tree brand sells more
discretionary items focusing on
events like birthdays and back
to school or holidays like Easter,
Halloween, and Christmas.
Why do we own it?
Dollar Tree is expanding its range
of products to include higher
priced items which allows them
to sell a more relevant and wider
choice of products, such as value-
for-money food items. This should
drive growth in store sales as
existing customers embrace this
wider range of products, and new
customers are attracted to the
improved assortment, especially
as consumers look for value-for-
money given the rising cost of
living.
Total shareholders return in local currency sourced from Bloomberg.
-28
%
Total Share Return
UNITED STATES
What does it do?
Dollar General is the leading
discount retailer in the US, selling
a range of everyday household
items including food and cleaning
products, as well as toys,
stationery, and basic apparel.
Dollar General has a talented
management team, strong track
record, and a scale advantage over
its competitors. Its stores offer an
attractive proposition to a growing
cohort of US households that are
financially stretched and are not
well served by traditional retailers.
Why do we own it?
There are circa 18,900 Dollar
General stores across the US,
and the company is rolling out
approximately 800 new stores
every year. We believe the company
should deliver strong earnings
growth as Dollar General expands
its store base at attractive returns,
takes market share, and improves
operating margins as it moves
past several headwinds that have
hampered profitability in recent
years. Along with the growth story,
we think Dollar General’s business
model has defensive qualities. Low
price points and value proposition
support its business in difficult
economic environments, with sales
growth actually accelerating in the
last two recessions as consumers
traded down.
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Total Share ReturnTotal Share Return
-4
%
+28
%
UNITED STATES
What does it do?
Floor and Décor is a leading
specialty retailer in the US. The
company warehouse format
stores, which are roughly the size
of a Bunnings, only offer hard
surface flooring. The company
offers the industry’s broadest in-
stock assortment at everyday low
prices. Floor and Décor has 221
stores across 36 states.
Why do we own it?
The company has potential to
dominate the niche hard surface
flooring category, which has been
growing mid-single digits year over
year. There is significant runway
for future store growth with the
potential to more than double the
company’s footprint to around 500
stores. Given the company’s size
and scale, smaller independent
retailers, which have ~50% market
share, cannot compete on price or
service with Floor and Décor.
UNITED STATES
What does it do?
Gartner is a leading research,
consulting, and advisory company.
Its information technology
research service is seen as
a ‘must-have’ at most large
corporates and is used by 75%
of Fortune 1,000 companies.
Gartner provides up-to-date
industry research and analysis to
help these business leaders make
informed decisions around their
technology, such as the selection
of software vendors or current
best practice in cyber-security or
cloud infrastructure.
Why do we own it?
In a world of constant
technological change and
business model disruption,
Gartner’s research and analysis is
becoming increasingly important
to help companies to navigate this
challenging environment. Gartner
estimates there are 138,000
businesses globally that could
use its service, of which just over
13,000 are current customers –
indicating a long growth runway.
Gartner is now looking to replicate
this model in adjacent business
functions including HR, Finance,
and Supply Chain, with early
progress looking promising.
Total Share Return
+13
%
UNITED KINGDOM
What does it do?
Greggs is a vertically integrated
food-on-the-go operator in the
UK. The company operates more
than 2,400 stores and is the leader
in the UK food-on-the-go market.
Why do we own it?
Greggs continues to be an
attractive long-term growth story
with the potential to gain share
of a fragmented market given
the strength of Gregg’s value
proposition. We see plenty of
opportunity for Greggs to continue
rolling out stores, while also
implementing strategic initiatives
(e.g. evening trade, delivery, click
and collect) to increase sales
turnover at established stores.
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MARLIN PORTFOLIO COMPANIES CONTINUED
Total Share Return
+13
%
UNITED STATES
What does it do?
Mastercard is the second largest
payment network in the world,
operating in 210 countries across
150 currencies and supporting
more than 2.9 billion cards across
its network.
Why do we own it?
Mastercard’s growth outlook is
underpinned by the secular shift
to electronic payments and away
from cash, particularly in emerging
markets where Mastercard
has significant presence.
These structural growth drivers
combined with increasing margins
and high cash flow generation
supports a strong growth outlook
over the medium to long term.
Total shareholders return in local currency sourced from Bloomberg.
Total Share ReturnTotal Share Return
+25
%
+40
%
IRELAND
What does it do?
Known as a contract research
organisation (CRO), Icon provides
specialised services in clinical trial
management for pharmaceutical
and biotechnology companies.
Why do we own it?
The increasing complexity and
regulatory requirements of clinical
trial management are forcing
pharmaceutical and biotechnology
companies all over the world
to seek the help of specialist
CROs such as Icon. Icon’s global
footprint and broad strengths in
clinical management make it one
of only a few companies qualified
to provide these services. Growth
is being driven by this increased
shift to outsourcing, the increase
in drugs being tested and larger
trials required by regulatory bodies
such as the FDA.
UNITED STATES
What does it do?
Intuitive Surgical is the pioneer
and leading manufacturer of
soft-tissue surgical robotics, used
to assist surgeons to perform
minimally invasive surgical
procedures. Since Intuitive first
launched its ‘da Vinci’ robot over
twenty years ago, there are now
over 8,000 systems placed around
the world, performing over two
million procedures annually.
Why do we own it?
Robotic systems aid and enhance
the surgeon’s capabilities, and
both increase comfort and reduce
fatigue as the surgeons can sit at
a console versus standing over
patients for hours a day. This
enhanced capability of robotics
creates better clinical outcomes
than the equivalent open surgery.
We expect that as robotic
technology continues to evolve,
penetration will further increase.
Since launching its first robotic
system around 20 years ago,
Intuitive has enjoyed the market to
itself. Barriers to entry for robotic
surgery are high and we expect
that Intuitive will maintain a high
market share in the future.
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Total Share ReturnTotal Share ReturnTotal Share Return
+76
%
+32
%
+4
%
UNITED STATES
What does it do?
Previously known as Facebook,
it has rebranded to Meta
Platforms Inc, which is the parent
organisation of Facebook.
Facebook owns four of the most
dominant social networking and
messaging platforms in the world
– the Facebook App, Instagram,
Messenger, and WhatsApp. It
monetises these platforms by
selling advertising slots to millions
of businesses globally.
Why do we own it?
The average US user spends over
an hour a day on Facebook and
Instagram combined. This high
user engagement, combined with
Facebook’s unparalleled ability
to deliver an audience of over 3
billion users to advertisers, has
created one of the most valuable
advertising platforms in the
world. We see significant growth
ahead as Facebook captures a
significant share of advertising
dollars as media budgets move
away from TV and towards digital
platforms.
UNITED STATES
What does it do?
Microsoft is a dominant software
business that develops,
manufactures, licenses, sells and
supports software products, and
is viewed by many IT departments
as their most critical vendor.
Products and services include
many well-known franchises such
as the Windows operating system,
Office productivity applications,
Azure cloud services, LinkedIn,
and Xbox.
Why do we own it?
Microsoft is poised to benefit from
the global trend of enterprises
shifting their computing storage
and power to the cloud.
Microsoft’s Azure business unit
is helping customers all over
the world of all sizes make this
transition to the cloud and should
benefit from this secular trend for
many years to come.
UNITED STATES
What does it do?
MSCI is a leading provider of indices,
benchmarks, index data and analytics
tools for the financial industry, and
is known for its global and emerging
market indices. Customers use the
company’s indices to define the
investment universe for their products,
benchmark their performance and
construct ETFs. MSCI serves 7k
clients in 95 countries and has over
$15tn in assets-under-management
benchmarked to its various indices.
MSCI’s flagship indices include the
All-Country World Index (ACWI), the
World Index (all Developed Markets),
and the Emerging Market Index.
Why do we own it?
MSCI has attractive growth tailwinds
such as the growth of ETFs,
increasing investment which aligns to
specific themes (for example robotics
or space exploration), indexation of
other asset classes (such as fixed
income), and a focus on ESG &
climate. MSCI is the most innovative
index provider and has market
leading products to capture each of
these tailwinds. MSCI benefits from
competitive advantages driven by
a strong brand, switching barriers,
scale, and network effects which
all result in high customer retention
rates. MSCI has a long-tenured
management team with material
ownership in the business, aligning it
well with shareholders.
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Total Share Return
UNITED STATES
What does it do?
Salesforce is the dominant
provider of cloud customer
relationship management (CRM)
technology globally. 90% of
Fortune 500 companies use
Salesforce’s business-critical
software offerings, such as
Slack (communications) and
Tableau (data visualisation).
Why do we own it?
Salesforce is well positioned to
continue capturing market share
in the fast-growing software-as-
a-business (SaaS) and platform-
as-a-business (PaaS) markets.
It benefits from customer
switching costs, high customer
lifetime value, and brand
reputation as a reliable partner
for Fortune 500 companies
which assuages adoption
concerns for new customers. We
see a long growth runway ahead
for Salesforce as businesses
continue to digitise and move to
the cloud.
+22
%
MARLIN PORTFOLIO COMPANIES CONTINUED
CHINA
What does it do?
Tencent is China’s largest online
gaming company with over 50%
market share and also owns WeChat,
the leading social network and
messaging platform with over a billion
users. The WeChat app is deeply
ingrained into daily life in China with
the average user spending an hour a
day on the platform doing everything
from messaging, social feeds, news
feeds, and e-commerce, hailing
cabs, ordering food, booking travel,
paying utility bills and watching videos.
Tencent also has leading positions
in a range of adjacencies including
digital payments (WeChat Pay),
music & video streaming, and cloud
computing.
Why do we own it?
Tencent is still in the early stages
of monetising its more than 1
billion WeChat users in China
through avenues such as short-
video advertising (like Meta Reels),
e-commerce, and financial services.
In addition to driving revenue growth,
these businesses also have high profit
margins and are increasing Tencent’s
overall profitability, providing a long
runway for earnings growth.
Total Share Return
+13
%
Total shareholders return in local currency sourced from Bloomberg.
Total Share Return
+53
%
UNITED STATES
What does it do?
Netflix is the world’s leading
streaming service with 260
million members in over 190
countries. Members pay a monthly
subscription fee to access TV
series, documentaries, feature
films and mobile games across
a wide range of genres and
languages.
Why do we own it?
Netflix’s scale in creating original
content and ability to spread this
cost over a huge global audience
base gives it a significant cost
advantage versus peers. We
believe this advantage will only
get stronger with time, and
ensure Netflix continues to gain
subscribers for many years to
come – there are 750 million
potential subscribers globally (ex-
China). We are also confident in
the company’s ability to continue
raising prices at a rate that lags
the value of the content it delivers.
Netflix has raised prices regularly
since 2015, while maintaining
best-in-class churn rates, and a
standard Netflix subscription –
equivalent to one or two movie
tickets a month for countless
hours of entertainment – still
presents incredible user value
compared to satellite or cable TV.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
l
27
Total Share Return
UNITED STATES
What does it do?
From its origins as a health
insurance company, UnitedHealth
Group has expanded into the
leading healthcare services
company in the United States,
encompassing insurance,
provision of healthcare and
other related businesses
including pharmacy services and
technology services.
Why do we own it?
UnitedHealth Group is well
positioned to benefit from three
key trends in healthcare: an aging
population and the increased
outsourcing of this care to
providers such as UnitedHealth;
a shift towards value-based
care; and the leveraging of data
and analytics to drive efficiency.
UnitedHealth Group has a strong
competitive advantage driven
by a combination of local scale,
supported by large national
infrastructure and a vertically
integrated model – which should
allow it to continue to gain market
share across its business.
+8
%
DAVID McCLATCHY BCom
Chair of Investment Committee
Independent Director
David McClatchy is an experienced company director
who has had extensive investment management
experience across New Zealand and international
markets over the last 35 years. David is a director of
Barramundi, Kingfish, Trust Investment Management,
and on the Board of Guardians of NZ Superannuation.
Before returning to New Zealand in 2019, David
was Group Chief Investment Officer for Insurance
Australia Group and Director and Head of IAG Asset
Management. Prior to this, David had a 16-year
career with ING as Chief Executive and Chair of
ING Investment Management in Australia and Chief
Investment Officer and Director of ING New Zealand.
David’s principal place of residence is Tauranga.
David was first appointed to the Marlin board on 1 July
2021.
CAROL CAMPBELL BCom, FCA, CFInstD
Chair of Audit and Risk Committee
Independent Director
Carol Campbell is an experienced company director
who has a sound understanding of efficient board
governance and extensive financial experience.
Carol is a director and Chair of the Audit and Risk
Committees of Barramundi and Kingfish, and Chair
of the Audit and Risk Committee of Marlin. Carol
also holds a number of directorships across a broad
spectrum of companies, including T&G Global, 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 Marlin board on 5
June 2012.
ANDY COUPE LLB, CFInstD
Chair of the Board
Chair of Remuneration and Nominations Committee
Independent Director
Andy Coupe is a professional company director with
a wide range of governance experience. Prior to that
he held senior roles in investment banking, with a
particular focus on equity capital markets. Andy is Chair
of Barramundi and Kingfish, and is also a director of
Briscoe Group. Andy was formerly Chair of Television New
Zealand, Farmright, Solid Energy New Zealand and the
New Zealand Takeovers Panel. Andy’s principal place of
residence is Hamilton.
Andy was first appointed to the Marlin board on 1 March
2013.
FIONA OLIVER LLB, BA, CFInstD
Independent Director
Fiona Oliver is a professional director, and her
governance roles span a range of business sectors,
including renewable energy, natural gas, technology,
and professional and financial services. She is a
director of Barramundi and Kingfish. Fiona is also a
director (and Audit Committee Chair) of Gentrack Group
Limited and the First Gas Group. She is also a director
of Freightways Limited, Summerset Holdings Limited,
the New Zealand Superannuation Fund and Wynyard
Group Limited (in liquidation). Fiona’s Executive career
was in the financial services sector in New Zealand
and overseas. In New Zealand, her roles included Chief
Operating Officer of Westpac’s investment arm, BT
Funds Management, and General Manager of AMP NZ’s
Wealth Management division. In Sydney and London,
Fiona managed the Risk and Operations function for
AMP’s private capital division. Prior to this, Fiona was
a senior corporate and commercial solicitor in New
Zealand and overseas, specialising in mergers and
acquisitions. Fiona is a Chartered Fellow of the Institute
of Directors and a member of Global Women. Fiona
was awarded the Beacon Award by the New Zealand
Shareholders Association in 2021 for her role as Chair
of the independent directors of Tilt Renewables Limited
during the attempted takeover of this company in 2018.
Fiona’s principal place of residence is Auckland.
Fiona was first appointed to the Marlin board on 1 June
2022.
BOARD OF DIRECTORS
Pictured left to right: David McClatchy, Carol Campbell, Fiona Oliver, and Andy Coupe.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
l
28
For the year ended 30 June 2024 and
current as at the date of this Annual Report
CORPORATE
GOVERNANCE STATEMENT
Marlin’s board recognises the importance of good
corporate governance and is committed to ensuring that
the Company meets best practice governance principles
to the extent that they are appropriate for the nature of
Marlin’s operations 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 Marlin shareholders, while ensuring
the highest standards of ethical conduct and providing
accountability and control systems commensurate with
the risks involved.
The board is responsible for establishing and
implementing the Company’s corporate governance
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 Marlin, with the day-to-day portfolio
and administrative management responsibilities of Marlin
being delegated to Fisher Funds Management Limited
(“Fisher Funds” or “the Manager”).
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 30 June 2024, Marlin 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, Marlin does not
have a formal environmental, social and governance
(ESG) framework. However, the Manager has a
formal ESG framework which governs its stock
selection, which the board is fully supportive of and
committed to; and
• in relation to recommendation 5.3, there is no
CEO remuneration disclosure as Marlin delegates
its management personnel requirements to Fisher
Funds pursuant to an Administration Services
Agreement and does not have its own CEO.
These matters are explained below in the commentary
regarding the relevant NZX Code principles. The
alternative governance practices adopted by Marlin in
respect of those matters (also described below) have
the approval of the board.
Where to find corporate governance materials
on Marlin’s website
Marlin’s constitution and each of the Company’s
charters, codes and policies referred to in this section
are available on the Marlin website (marlin.co.nz) under
the “About Marlin” and “Policies” sections.
Principle 1 – 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
Marlin’s Code of Ethics & Standards of Professional
Conduct details the ethical and professional behavioural
standards required of the directors of the Company and
those employees of the Manager who work on Marlin
matters.
The Code of Ethics & Standards of Professional
Conduct covers a wide range of areas, including:
standards of 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.
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.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
l
29
The Code of Ethics & Standards of Professional
Conduct is available on Marlin’s website for directors of
the Company and employees of the Manager to access
at any time.
Securities Trading Policy
Marlin’s Securities Trading Policy details the restrictions
on persons nominated by Marlin (including its directors
and employees of the Manager who work on Marlin
matters) (“Nominated Persons”) relating to their trading
in Marlin shares and other securities.
Nominated Persons, with the permission of the board
of Marlin, may trade in Marlin shares only during the
trading window commencing immediately after Marlin’s
weekly disclosure of its net asset value on NZX’s
market announcement platform and ending at the
close of trading two days following the net asset value
disclosure.
Nominated Persons may not trade in Marlin shares
when they have price sensitive information that is not
publicly available.
The Securities Trading Policy is available on Marlin’s
website.
Principle 2 – Board composition and
performance
To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience, and perspectives.
Board charter
Marlin’s board operates under a written charter which
defines the respective functions and responsibilities
of the board, focusing on the values, principles, and
practices that provide the Company’s corporate
governance framework.
The board has overall responsibility for all decision
making within Marlin. The board is responsible for the
direction and control of Marlin and is accountable to
shareholders and others for Marlin’s performance and
its compliance with the applicable laws and standards.
The board has delegated the day-to-day portfolio and
administrative management responsibilities relating
to Marlin to the Manager. The responsibilities of
the Manager are clear, as they are described in the
Management Agreement and Administration Services
Agreement with Marlin.
The board uses committees to address certain matters
that require detailed consideration. The board retains
ultimate responsibility for the function of its committees
and determines their responsibilities. The board is
assisted in meeting its responsibilities by receiving
regular reports and plans from the Manager and
through its annual work programme.
Directors have access to key employees of the Manager
who are connected to the activities of Marlin and can
request any information they consider necessary for
informed decision making.
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 Marlin Board Charter is available on Marlin’s
website.
Nomination and appointment of directors
In accordance with Marlin’s constitution and NZX Listing
Rules, a director must not hold office without re-election
past the third annual shareholders’ meeting following
his or her appointment or three years (whichever is the
longer). A director appointed by the board must not
hold office (without re-election) past the next annual
shareholders’ meeting following his or her appointment.
Procedures for the nomination, appointment,
and removal of directors are contained in Marlin’s
constitution and the Board Charter. The Remuneration
and Nominations Committee of the board is responsible
for identifying and nominating candidates to fill director
vacancies for board approval. 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
Marlin provides a letter of appointment to each
newly appointed director setting out the terms
of their appointment which they are required to
sign. The letter includes information regarding the
board’s responsibilities, expectations of directors
and independence, expected time commitments,
indemnity and insurance 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 Marlin
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 30 June 2024 is available on
pages 28 and 33 of this Annual Report and also on
Marlin’s website.
CORPORATE GOVERNANCE STATEMENT CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
l
30
Information in respect of each director’s ownership
interests in Marlin shares is available on page 64 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
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 30 June 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
Marlin 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
objectives. 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
30 June 2024FemaleMaleFemaleMale
Directors2250%50%
NumberProportion
30 June 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
Marlin’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 Marlin’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
Qualifications
LLB;
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
Gender
MFMF
O = High capability
= Medium capability
The board has limited High Capability to a maximum of
four for each director.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
l
31
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
Marlin Global Limited, Kingfish
Limited, or Barramundi Limited.
Listed
company
governance
Listed company governance
experience other than in Marlin
Global Limited, Kingfish Limited, or
Barramundi Limited.
Capital
markets/capital
structures
Experience in capital markets
and strong knowledge of capital
management instruments.
Audit and
accounting
Audit or accounting experience in a
professional advisory firm or Audit
and Risk Committee experience other
than in Marlin Global Limited, Kingfish
Limited, or Barramundi 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
three 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
The current Chair of the board is an independent
director. Marlin does not have a Chief Executive Officer
as it delegates its management personnel requirements
to the Manager pursuant to an Administration Services
Agreement. The Chair of the board is 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 to
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 Marlin 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 Marlin director for just over 12
years, having joined the Marlin 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.
CORPORATE 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.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
l
32
Each committee operates under a charter approved by
the board. The charter of each committee is reviewed
annually.
Director meeting attendance
A total of eight board meetings, two Audit and
Risk Committee meetings, one Remuneration and
Nominations Committee meeting, and two Investment
Committee meetings were held in the financial year
ended 30 June 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
8/82/21/12/2
Andy
Coupe
8/82/21/12/2
David
McClatchy
8/82/21/12/2
Fiona
Oliver
8/82/21/12/2
Audit and Risk Committee
The Audit and Risk Committee Charter sets out the
objectives of the Audit and Risk Committee, which
are to provide assistance to the board in fulfilling its
responsibilities in relation to the Company’s financial
reporting, internal controls structure, risk management
systems, and the external audit function. The Audit
and Risk Committee Charter is available on Marlin’s
website.
The Audit and Risk Committee focuses on audit
and risk management and specifically addresses
responsibilities relative to financial reporting and
regulatory compliance.
The Audit and Risk Committee is accountable for
ensuring the performance and independence of the
Company’s external auditor, including that the external
auditor or lead audit partner is changed at least every
five years.
The Audit and Risk Committee also reviews the
appropriateness of any non-audit services and
recommends to the board which services, other
than the statutory audit, may be provided by
PricewaterhouseCoopers as external auditor.
The external auditor has a clear line of direct
communication at any time with either the Chair of the
Audit and Risk Committee or the Chair of the board,
both of whom are independent directors.
During the financial year ended 30 June 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 Marlin’s website.
Investment Committee
The Investment Committee Charter sets out the
objectives of the Investment Committee, which are
to oversee the investment management of Marlin
to ensure the portfolio is managed in accordance
with the investment mandate and with the long-term
performance objectives of Marlin. The Investment
Committee Charter is available on Marlin’s website.
The Investment Committee currently comprises all
of the directors, each of whom are considered to
be independent. David McClatchy is Chair of the
Investment Committee.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
l
33
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 Marlin.
Principle 4 – Reporting and disclosure
The board should demand integrity in financial and
non-financial reporting, and in the timeliness and
balance of corporate disclosures.
Continuous disclosure
Marlin is committed to promoting investor confidence
by providing complete and equal access to information
in accordance with the NZX Listing Rules. Marlin has a
Continuous Disclosure Policy designed to ensure this
occurs and a copy of the policy is available on Marlin’s
website. The Corporate Manager is responsible for
overseeing and co-ordinating required disclosures to
the market.
Charters and policies
Marlin’s key corporate governance documents,
including its Code of Ethics & Standards of
Professional Conduct, board and committee charters,
and other policies, are available on Marlin’s website
under the “About Marlin” and “Policies” sections.
Financial reporting
Marlin believes its financial reporting is balanced,
clear and objective. Marlin is committed to ensuring
integrity and timeliness in its financial and non-
financial reporting and ensuring the market and
shareholders are provided with an objective view on
the performance of the Company.
The Audit and Risk Committee oversees the quality
and integrity of external financial reporting, including
the accuracy, completeness and timeliness of financial
statements. The Audit and Risk Committee reviews
half-yearly and annual financial statements and
makes recommendations to the board concerning
accounting policies, areas of judgement, compliance
with accounting standards, stock exchange and legal
requirements, and the results of the external audit.
ESG framework
The NZX Code recommends that an issuer provide
non-financial disclosure at least annually, including
considering environmental, social sustainability and
governance factors and practices. As at 30 June
2024, Marlin did not have a formal environmental,
social and governance (ESG) framework. Marlin
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.
Marlin 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 Marlin
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). Marlin is committed to reporting on a
basis consistent with the new standards to the extent
applicable to its business.
The Marlin board has determined the appropriate
climate risk reporting for Marlin, in accordance with
the new standards, and Marlin will issue its first
climate-related disclosure statement by 31 October
2024, which will be made available on the Marlin
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 Marlin’s
website.
Directors’ fees are determined by the board on the
recommendation of the Remuneration and Nominations
Committee within the aggregate amount approved
by shareholders. The current directors’ fee pool
limit of $185,500 (plus GST if any) was approved by
shareholder resolution passed at the 2023 Annual
CORPORATE GOVERNANCE STATEMENT CONTINUED
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ANNUAL REPORT
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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 Marlin for the financial year ended
30 June 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 30 June 2024.
Directors’ remuneration* for the 12 months
ended 30 June 2024
Andy Coupe (Chair)$58,500
(1)
Carol Campbell $44,000
(2)
David McClatchy$44,000
(3)
Fiona Oliver $39,000
(4)
*excludes GST
(1) $10,000 of this amount was applied to the purchase
of 10,422 shares under the Marlin Share Purchase
Plan. (Andy Coupe holds in excess of the 50,000 share
threshold set out in the Marlin Share Purchase Plan but
has elected to continue in the plan. 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 3,869 shares under the Marlin Share
Purchase Plan. (Carol Campbell holds in excess of
the 50,000 share threshold set out in the Marlin Share
Purchase Plan but has elected to continue in the plan.)
(3) Included in this total amount is $5,000 that David
McClatchy received as Chair of the Investment
Committee. $3,750 of this amount was applied to
the purchase of 3,869 shares under the Marlin Share
Purchase Plan.
(4) $3,250 of this amount was applied to the purchase of
3,343 shares under the Marlin Share Purchase Plan.
The 2023 Share Purchase Plan transactions were
undertaken in August 2023, prior to the passing of
the 2023 shareholder resolution that increased the
directors’ fee pool limit to $185,500 (plus GST if any).
Details of remuneration paid to directors are also
disclosed in note 4 and 11 to the audited financial
statements for the financial year ended 30 June 2024.
The directors’ fees disclosed in the audited financial
statements include a portion of non-recoverable GST
expensed by Marlin.
Directors’ shareholding − Share Purchase Plan
The Marlin Share Purchase Plan was introduced by the
board in 2012 and requires each director to allocate
10% of their annual director’s fees to the purchase (on
market) of Marlin shares. Once an individual director’s
shareholding reaches 50,000 shares, the director
can elect whether or not to continue in the plan. The
intention of the Share Purchase Plan is to further
align the interests of directors with those of Marlin
shareholders.
Executive remuneration
Marlin delegates its management personnel
requirements to Fisher Funds pursuant to an
Administration Services Agreement. For this reason,
Marlin does not have a Chief Executive Officer and it
does not consider it appropriate to make disclosures
about remuneration of the Manager’s personnel or
include those personnel in the application of the
Company’s remuneration policies. Marlin does
not set the remuneration policies applicable to the
Manager’s personnel. The fees paid to Fisher Funds
for administration services are described in note 11 to
Marlin’s audited financial statements for the financial
year ended 30 June 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 Marlin’s system
of risk management and internal control. Marlin has
in place policies and procedures to identify areas of
significant business risk and implements procedures
to manage those risks effectively.
Key risk management tools used by Marlin include the
Audit and Risk Committee function, outsourcing of
certain functions to service providers, internal controls,
financial and compliance reporting procedures and
processes, and business continuity planning. Marlin
also maintains insurance policies that it considers
adequate to meet its insurable risks.
The board is actively involved in tracking the
development of existing risks and the emergence of
new risks to Marlin’s business. The Audit and Risk
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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 Marlin’s policies and procedures in place
to manage business risks, the Manager has its own
comprehensive risk management policy. The board
is informed of any changes to the Manager’s risk
management policies.
Marlin provides shareholders and warrant holders with
regular communications covering the performance of
the Company and of the underlying stocks invested
in by the Company. These types of communications
include monthly updates, quarterly newsletters and
annual reports. Numerous NZX announcements are
also made, including weekly and month-end NAV per
share updates, as well as interim and annual financial
statements.
Health and safety
The Manager operates under a Health and Safety
Policy. Under this policy, Fisher Funds assumes
responsibility for the health and safety of its
employees.
Principle 7 – Auditors
The board should ensure the quality and
independence of the external audit process.
Marlin’s Audit and Risk Committee makes
recommendations to the board on the appointment
of the external auditor. The Audit and Risk Committee
monitors the independence and effectiveness of the
external auditor and approves and reviews any non-audit
services performed by the external auditor. An External
Auditor Independence Policy, which documents the
framework of Marlin’s relationship with its external auditor,
was adopted by the board in 2018. This policy includes
procedures:
(a) to sustain communication with Marlin’s external
auditor;
(b) to ensure that the ability of the external auditor to
carry out its statutory audit role is not impaired, or
could reasonably be perceived to be impaired;
(c) to address what, if any, services (whether by type
or level) other than its statutory audit roles may be
provided by the external auditor to Marlin; and
(d) to provide for the monitoring and approval by the
Audit and Risk Committee of any service provided by
the external auditor to Marlin other than in its statutory
audit role.
The Audit and Risk Committee meets with the external
auditor, without representatives of the Manager present,
to approve its terms of engagement, audit partner
rotation
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.
Marlin’s current external auditor,
PricewaterhouseCoopers (“PwC”), was appointed by
shareholders at the 2008 annual meeting in accordance
with the provisions of the Companies Act 1993.
PwC is automatically reappointed as auditor under
Part 11, Section 207T of the Companies Act at the
Annual Shareholders’ Meeting, except in the limited
circumstances set out in the Act.
The Audit and Risk Committee has assessed PwC to be
independent and has received written confirmation of
this fact from PwC.
PwC, as external auditor of Marlin’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
adopted by Marlin, and its independence in relation to
the conduct of the audit.
Marlin does not have an internal audit function,
however the Company regularly reviews all areas of
risk management and focuses on all operating and
compliance risk obligations as described above in
relation to Principle 6. Marlin delegates day-to-day
portfolio and administrative management responsibilities
relating to Marlin to the Manager, and the Corporate
Manager is responsible for managing operational and
compliance risks across Marlin’s business and reporting
on those matters to the board.
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 Marlin’s
performance.
CORPORATE GOVERNANCE STATEMENT CONTINUED
2
The current PwC audit partner was appointed in 2019 and rotation will therefore occur at the end of 2024.
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Marlin’s website, marlin.co.nz, provides information
to shareholders and investors about the Company.
Marlin’s ‘Investor Centre’ part of its website contains
a range of information, including periodic and
continuous disclosures to NZX, annual reports, and
content related to the Annual Shareholders’ Meeting.
The website also contains information about Marlin’s
directors, copies of key corporate governance
documents, and general company information.
The board recognises that other stakeholders may
have an interest in Marlin’s activities. While there are
no specific stakeholder interests that are currently
identifiable, Marlin will continue to review policies in
consideration of future interests.
Communicating with shareholders
Marlin communicates regularly with its shareholders
through its monthly and quarterly updates. The
Company receives questions from shareholders
from time to time, and has processes in place to
ensure shareholder communications are responded
to within a reasonable timeframe. The Company’s
website sets out Marlin’s appropriate contact details
for communications from shareholders. Marlin also
provides options for shareholders to receive and send
communications by post or electronically.
Shareholder voting rights
When required by the Companies Act 1993, Marlin’s
Constitution, or the NZX Listing Rules, Marlin will refer
decisions to shareholders for approval. Marlin’s policy
is to conduct voting at its shareholder meetings by way
of poll and on the basis of one share, one vote.
Notice of Annual Shareholders’ Meeting
The 2024 Marlin Notice of Annual Shareholders’
Meeting will be sent to shareholders at least 20
working days prior to the meeting and will be
published on Marlin’s website.
Subject to any Covid 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 6 November 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 Marlin and
Fisher Funds is subject to renewal every five years.
The Management Agreement is next subject to
renewal in October 2027.
NZX Waivers
There were no waivers granted by NZX or relied upon
by the Company in the financial year ended
30 June 2024.
Capital raisings
Marlin Share Issue (Warrant Conversion MLNWF)
On 10 November 2023, Marlin warrant holders had the
option to convert their warrants into ordinary Marlin
shares at an exercise price of $0.92 per warrant.
On the exercise date 3,802,140 warrants out of a
possible 50,502,702 warrants were converted into
Marlin ordinary shares.
The new Marlin shares were allotted to warrant holders
on 15 November 2023.
The remaining 46,700,562 warrants which were not
exercised lapsed, and all rights in regard to them
expired.
The additional funds were invested in Marlin’s then
current investment portfolio of stocks.
Marlin Warrant Issue (MLNWG)
On 16 May 2024, eligible Marlin shareholders were
issued (for free) one warrant for every four shares held
based on a record date of 15 May 2024.
Each warrant gives shareholders the right, but not the
obligation, to subscribe for one additional ordinary share
in Marlin on the exercise date, subject to payment of the
exercise price. The exercise date is 16 May 2025.
The exercise price is $1.04 less any dividends declared
with a record date during the period commencing on
the date of allotment of the warrants (16 May 2024) 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 17 May 2024 under the code MLNWG.
Further information in relation to the Marlin warrant issue
can be found in the Warrant Terms Offer Document
dated 29 April 2024 which is available on Marlin’s
website under “Investor Centre” and “Warrant Terms”
sections.
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We present the financial statements for Marlin Global Limited for the year ended 30 June 2024.
We have ensured that the financial statements for Marlin Global Limited present fairly the financial position of the
Company as at 30 June 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 Marlin board authorised these financial statements for issue on 19 August 2024.
Andy Coupe Carol Campbell
David McClatchy Fiona Oliver
For the year ended 30 June 2024
DIRECTORS’ STATEMENT
OF RESPONSIBILITY
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40Statement of Comprehensive Income
41Statement of Changes in Equity
42Statement of Financial Position
43Statement of Cash Flows
44Notes to the Financial Statements
58Independent Auditor's Report
FINANCIAL
STATEMENTS CONTENTS
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The accompanying notes form an integral part of these financial statements.
Notes 2024 2023
$000 $000
Interest income 251 217
Dividend income 943 545
Net changes in fair value of investments 2 41,598 26,924
Other income/(loss)3 149 (49)
Total income 42,941 27,6 37
Operating expenses4 4,554 3,240
Net profit before tax 38,387 24,397
Total tax expense5 1,19 6 799
Net profit after tax attributable to shareholders 37,191 23,598
Total comprehensive income after tax attributable to shareholders 37,191 23,598
Basic earnings per share7 17. 5 9 c 11. 6 3 c
Diluted earnings per share7 17. 5 9 c 11. 6 3 c
STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
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STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
Attributable to shareholders of the Company
Notes
Share
Capital
Retained
Earnings /
(Accumulated
Deficits)
Tot al
Equity
$000$000 $000
Balance as at 1 July 2022 185,857 ( 7,76 3 ) 178,0 94
Comprehensive income
Net profit after tax - 23,598 23,598
Total comprehensive loss for the year ended 30 June 2023 - 23,598 23,598
Transactions with shareholders
Shares issued for warrants exercised (net of exercise costs)6 (c) (17 ) - (17 )
Warrant issue costs6 (c) (11) - (11)
Dividends paid6 (d) - (14,417) (14,417)
New shares issued under dividend reinvestment plan6 (e) 5,505 - 5,505
Total transactions with shareholders for the year ended
30 June 2023
5,477 (14,417) (8,940)
Balance as at 30 June 2023 191,334 1,418 192,752
Comprehensive income
Net profit after tax - 3 7,19 1 3 7,19 1
Total comprehensive profit for the year ended 30 June 2024 - 37,191 37,191
Transactions with shareholders
Share buybacks6 (b) (409) - (409)
Shares issued for warrants exercised (net of exercise costs)6 (c) 3,469 - 3,469
Warrant issue costs6 (c) (11) - (11)
Dividends paid6 (d) - (16,085) (16,085)
New shares issued under dividend reinvestment plan6 (e) 5,680 - 5,680
Shares issued from treasury stock under dividend
reinvestment plan
6 (e) 317 - 317
Total transactions with shareholders for the year ended
30 June 2024
9,046 (16,085) ( 7,0 3 9 )
Balance as at 30 June 2024 200,380 22,524 222,904
The accompanying notes form an integral part of these financial statements.
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Notes 2024 2023
$000 $000
SHAREHOLDERS’ EQUITY222,904192,752
Represented by:
ASSETS
Current Assets
Cash and cash equivalents 10 7,18 0 16,246
Trade and other receivables 8 56 2,623
Financial assets at fair value through profit or loss 2 218 ,197 183,358
Current tax receivable5 - 2
Total Current Assets 225,433 202,229
Non-current Assets
Deferred tax asset5 - 137
Total Non-current Assets - 137
TOTAL ASSETS 225,433 202,366
LIABILITIES
Current Liabilities
Trade and other payables 9 1,249 8 ,14 3
Financial liabilities at fair value through profit or loss 2 287 1,471
Current tax payable5 993 -
Total Current Liabilities 2,529 9,614
TOTAL LIABILITIES 2,529 9,614
NET ASSETS 222,904 192,752
These financial statements have been authorised for issue for and on behalf of the Board by:
R A Coupe C A Campbell
Chair Chair of the Audit and Risk Committee
19 August 2024 19 August 2024
STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2024
MARLIN GLOBAL LIMITED
The accompanying notes form an integral part of these financial statements.
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STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
Notes 2024 2023
$000 $000
Operating Activities
Sale of investments 8 2,74 4 7 7, 2 9 0
Interest received 253 212
Dividends received 621 367
Other income 80 27
Purchase of investments ( 79,10 9 ) (49,329)
Operating expenses (3,590) (2,067)
Ta xe s pa id (64) (57)
Net settlement of forward foreign exchange contracts (2,958) (3,862)
Net cash (outflows)/inflows from operating activities10 (2,023) 22,581
Financing Activities
Shares issued for warrants exercised (net of exercise costs) 3,469 (17 )
Warrant issue costs (11) (11)
Share buybacks (409) -
Dividends paid (net of dividends reinvested) (10,088) (8,912)
Net cash outflows from financing activities ( 7,0 3 9 ) (8,940)
Net (decrease)/increase in cash and cash equivalents held (9,062) 13,641
Cash and cash equivalents at beginning of the year 16,246 2,609
Effects of foreign currency translation on cash balance (4) (4)
Cash and cash equivalents at end of the year10 7,18 0 16,246
The accompanying notes form an integral part of these financial statements.
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NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
NOTE 1 BASIS OF ACCOUNTING
Reporting Entity
Marlin Global Limited (“Marlin” or “the Company”) is listed on the NZX Main Board, is registered in New
Zealand under the Companies Act 1993 and is a FMC Reporting Entity under the Financial Markets
Conduct Act 2013.
The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.
Basis of Preparation
These financial statements have been prepared in accordance with the requirements of Part 7 of the
Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand Generally
Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to International
Financial Reporting Standards (NZ IFRS) as appropriate for profit entities, and International Financial
Reporting Standards Accounting Standards (IFRS Accounting Standards).
The financial statements have been prepared on the historical cost basis, except for financial assets and
liabilities at fair value through profit or loss.
The functional and reporting currency used to prepare the financial statements is New Zealand dollars,
rounded to the nearest one thousand dollars. Where relevant, prior year comparatives have been
reclassified to conform with current year financial statement presentation. Where there has been a
material restatement of comparative information the nature of, and the reason for the restatement is
disclosed in the relevant notes.
The operating expenses include GST where it is charged by other parties as it cannot be reclaimed.
Foreign Currency Transactions and Translations
Foreign currency transactions are converted into New Zealand dollars using exchange rates prevailing at
transaction date. Foreign currency assets and liabilities are translated into New Zealand dollars using the
exchange rates prevailing at the balance date.
Foreign exchange gains or losses relating to the financial assets and liabilities at fair value through profit
or loss are presented in the Statement of Comprehensive Income within “Net change in fair value of
financial assets and liabilities”.
Foreign exchange gains and losses relating to cash and cash equivalents, trade and other receivables,
and trade and other payables are presented in the Statement of Comprehensive Income within “Other
income/(loss)”.
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 are effective
for this reporting period 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 a single operating segment, being international financial investment.
The Company is managed as a whole and is considered to have a single operating segment. There is
no further division of the Company or internal segment reporting used by the Directors when making
strategic investment or resource allocation decisions.
There has been no change to the operating segment during the year.
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Critical Judgements, Estimates and Assumptions
The preparation of financial statements requires the directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. Judgements are designated by a
j
symbol in the notes to the financial statements;
none of these judgements are considered critical to these financial statements. There were no material
estimates or assumptions required in the preparation of these financial statements.
Authorisation of Financial Statements
The Marlin Board of Directors authorised these financial statements for issue on 19 August 2024.
No party may change these financial statements after their issue.
NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
j
Given that the investment portfolio is managed, and performance is evaluated, on a fair value basis
in accordance with a documented investment strategy, Marlin has classified all of its investments at
fair value through profit or loss.
Investments are initially recognised at fair value and are subsequently revalued to reflect changes
in fair value. Net change in the fair value of financial assets and liabilities is recognised in the
Statement of Comprehensive Income.
Financial assets at fair value through profit or loss comprise international investment assets and
forward foreign exchange contracts with a positive value.
Financial liabilities at fair value through profit or loss comprise forward foreign exchange contracts
with a negative value.
Forward foreign exchange contracts can be used as economic hedges for investments against
currency risk. They are accounted for on the same basis as those investments and are recognised
at their fair value.
All purchases and sales of investments are recognised at trade date, which is the date the
Company commits to purchase or sell the investment and transaction costs are expensed as
incurred. When an investment is sold, any gain or loss arising on the sale is included in the
Statement of Comprehensive Income. Realised gains or losses are calculated as the difference
between the sale proceeds and the carrying amount of the item.
The fair value of investments traded in active markets are based on last sale prices at balance date,
except where the last sale price (which may have been prior to balance date) falls outside the bid-
ask spread at close of business on balance date for a particular investment, in which case the bid
price will be used to value the investment.
The fair value of forward foreign exchange contracts is determined by using valuation techniques
based on spot exchange rates and forward points supplied by a reputable pricing vendor.
Dividend income from investments is recognised in the Statement of Comprehensive Income when
the Company’s right to receive payments is established (ex-dividend date).
Investments recognised at fair value are categorised according to a fair value hierarchy that shows
the extent of judgement used in determining their fair value. Where unadjusted quoted prices are
used in an active market, the investments are categorised as Level 1. When significant inputs
derived from observable market data are used, the investments are categorised as Level 2. If
significant inputs are not based on observable market data, they are categorised as Level 3.
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NOTE 2 INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
CONTINUED
j
All international investments held by Marlin are categorised as Level 1 and all forward foreign
exchange contracts are classified as Level 2 in the fair value hierarchy. There have been no
transfers between levels of the fair value hierarchy during the year (2023: None).
There were no financial instruments classified as Level 3 as at 30 June 2024 (2023: None).
Investments at Fair Value through Profit or Loss
2024 2023
$000$000
Financial Assets:
International investments 2 17, 4 3 1 183,358
Forward foreign exchange contracts 766 -
Total financial assets at fair value through profit or loss 218,197 183,358
Financial Liabilities:
Forward foreign exchange contracts 287 1,471
Total financial liabilities at fair value through profit or loss 287 1,471
Net Change in Fair Value of Investments
Gains on international investments 41,793 26,868
Foreign exchange gains on equity investments 813 3,488
Losses on forward foreign exchange contracts (1,0 0 8) (3,432)
Net change in fair value of investments through profit or loss 41,598 26,924
The fair value of 11 stocks valued at $131,823,274 was determined using the bid price (2023: 11
stocks valued at $94,322,279).
The notional value of forward foreign exchange contracts held as at 30 June 2024 was $109,925,288
(2023: $86,489,730).
NOTE 3 OTHER INCOME/(LOSS)
2024 2023
$000$000
Foreign exchange gains/(losses) on cash and cash equivalents
and outstanding settlements
149 (49)
Total other (loss)/income 149 (49)
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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NOTE 4 OPERATING EXPENSES
2024 2023
$000$000
Management fee (note 11(a)(i)) 2,631 2,266
Performance fee (note 11(a)(i)) 893 -
Administration services (note 11(a)(i)) 159 159
Directors' fees (note 11(b)) 207 180
Custody, accounting and brokerage 200 192
Investor relations and communications 157 154
NZX fees 70 77
Professional fees 65 43
Fees paid to the auditor:
Statutory audit and review of financial statements 56 51
Non-assurance services
1
4 -
Regulatory fees 32 48
Other operating expenses 80 70
Total operating expenses 4,554 3,240
1
Non-assurance services relate to agreed upon procedures performed in respect of the performance fee
calculation. No other fees were paid to the auditor.
NOTE 5 TA X ATION
Marlin is a Portfolio Investment Entity (“PIE”) for tax purposes.
Taxation expense comprises both current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantively enacted
at balance date, and any adjustment to tax payable in respect of previous years. Current tax for
current and prior periods is recognised as a liability or asset to the extent that it is unpaid (or
refundable). Deferred tax (if any) is recognised as the difference between the carrying amounts of
assets and liabilities in the financial statements and the amounts used for taxation purposes. A
deferred tax asset is only recognised to the extent it is probable it will be utilised.
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NOTE 5 TAXATION CONTINUED
2024 2023
$000$000
Taxation expense is determined as follows:
Net profit before tax 38,387 24,397
Non-taxable realised (gain)/loss on financial assets and liabilities (14,418) 10,790
Non-taxable unrealised (gain) on financial assets and liabilities (28,277) (40,812)
Fair Dividend Rate hedge (gain)
1
(637) -
Fair Dividend Rate income 10,016 8,697
Exempt dividends subject to Fair Dividend Rate (948) (541)
Non-deductible expenses and other 151 124
Forfeit of tax credits - 200
Prior period adjustment (4) -
Taxable income 4,270 2,855
Tax at 28% 1,19 6 799
Taxation expense comprises:
Current tax 1,059 56
Deferred tax 138 74 3
Prior period adjustment (1) -
Total tax expense 1,19 6 799
Current tax balance
Opening balance 2 -
Current tax movements (1,19 6 ) 74 3
Ta x pa id - 2
Credits used 73 -
Losses utilised 128 (743)
Current tax (payable)/receivable (993) 2
Deferred tax balance
Opening balance 137 880
Prior period adjustment 1 -
Current year (tax losses and credits utilised) (138) (743)
Deferred tax asset - 137
1
Fair Dividend Rate hedging has been adopted from 1 October 2023 to align the tax treatment of eligible
unrealised and realised gains and losses on derivatives with investment gains and losses.
Imputation credits
There are no imputation credits available for subsequent reporting periods (2023: $297). 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
as at 30 June 2024.
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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NOTE 6 SHAREHOLDERS’ EQUITY
a. Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares and warrants are shown in equity as a deduction.
When shares are acquired by the Company, the amount of consideration paid is recognised
directly in equity. Acquired shares are classified as treasury stock and presented as a deduction
from share capital. When treasury stock is subsequently sold or reissued, the cost of treasury
stock is reversed and the realised gain or loss on sale or reissue, net of any directly attributable
incremental transaction costs, is recognised within share capital.
Marlin has 216,583,976 fully paid ordinary shares on issue (2023: 206,666,696). All ordinary shares
rank equally and have no par value. All shares carry an entitlement to dividends and one vote is
attached to each fully paid ordinary share.
b. Buybacks
Marlin maintains an ongoing share buyback programme. For the year ended 30 June 2024, Marlin
acquired 417,004 shares valued at $409,037 (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 86,685 shares held as treasury
stock as at balance date (2023: Nil).
c. Warrants
On 16 May 2024, 53,729,692 new Marlin warrants were allotted and quoted on the NZX Main Board
from 17 May 2024. One new warrant was issued to all eligible shareholders for every four shares held
on record date (15 May 2024). The warrants are exercisable at $1.04 per warrant, adjusted down
for dividends declared during the period up to 16 May 2025. Warrant holders can elect to exercise
some or all of their warrants on the exercise date. The net cost of issuing the warrants of $11,381 is
deducted from share capital.
On 15 November 2023, 3,802,140 warrants valued at $3,491,301, less exercise costs of $22,160 (net
$3,469,141), were exercised at $0.92 per warrant, and the remaining 46,700,562 warrants lapsed.
On 3 November 2022, 50,502,702 new Marlin warrants were allotted, and quoted on the NZX Main
Board from 4 November 2022. One new warrant was issued to all eligible shareholders for every four
shares held on record date (2 November 2022). The warrants are exercisable at $0.99 per warrant,
adjusted down for dividends declared during the period up to the exercise date of 10 November 2023.
Warrant holders can elect to exercise some or all of their warrants on the exercise date. The net cost
of issuing the warrants of $11,474 is deducted from share capital.
Warrant exercise costs of $16,838 were incurred in July 2022, relating to the May 2022 warrant
exercise. There were no shares issued for warrants exercised during the period.
d. Dividends
Dividend distributions to the Company’s shareholders are recognised as a liability in the financial
statements in the period in which the dividends are declared by the Marlin Board.
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NOTE 6 SHAREHOLDERS’ EQUITY CONTINUED
Marlin 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
22 Sep 2023 3,761 1.8223 Sep 2022 3 ,711 1.85
15 Dec 2023 3,880 1.8316 Dec 2022 3,737 1.85
28 Mar 2024 3,974 1.8624 Mar 2023 3,380 1.66
27 Jun 2024 4,470 2.0823 Jun 2023 3,589 1.75
16,085 7.59 14,417 7.11
e. Dividend Reinvestment Plan
Marlin has a dividend reinvestment plan which provides ordinary shareholders with the option to
reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-
day volume weighted average share price from the date the shares trade ex-entitlement. During the
year ended 30 June 2024, 6,532,144 ordinary shares totalling $5,996,680 (2023: 6,060,961 ordinary
shares totalling $5,504,937) were issued in relation to the plan for the quarterly dividends paid which
comprised:
(i) 6,201,825 ordinary shares totalling $5,679,935 were issued under the dividend reinvestment plan
(2023: 6,060,961 ordinary shares totalling $5,504,937); and
(ii) 330,319 ordinary shares totalling $316,745 were utilised from treasury stock under the dividend
reinvestment plan (2023: Nil)
To participate in the dividend reinvestment plan, a completed participation notice must be received
by Marlin before the next record date.
NOTE 7 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares on issue during the year. Diluted
earnings per share assumes conversion of all dilutive potential ordinary shares in determining the
denominator. Potential ordinary shares include outstanding warrants.
2024 2023
Basic Earnings per Share
Net profit after tax attributable to shareholders ($'000) 3 7,19 1 23,598
Weighted average number of ordinary shares on issue net of treasury stock ('000) 211, 4 5 5 202,972
Basic earnings per share 17.59c 11.6 3 c
Diluted Earnings per Share
Net profit after tax attributable to shareholders ($'000) 3 7,19 1 23,598
Weighted average number of ordinary shares on issue net of treasury stock ('000) 211, 4 5 5 202,972
Diluted effect of warrants ($'000)
1
- -
211, 4 5 5 202,972
Diluted earnings per share 17.59c 11.6 3 c
1
Warrants on issue at the end of the period were not assumed to be exercised because they were antidilutive in
the period as the warrant exercise price (less dividends paid) of $1.02 was greater than the average share price of
$0.98 between the date of issue and 30 June 2024.
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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NOTE 8 TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as financial assets at amortised cost and are initially
recognised at fair value, and subsequently measured at amortised cost less any provision for
impairment. Receivables are assessed on a case-by-case basis for impairment.
j
The trade and other receivables’ carrying values are a reasonable approximation of fair value.
2024 2023
$000$000
Interest receivable 3 5
Dividends receivable 10 7
Unsettled investment sales - 2,535
Other receivables and prepayments 43 76
Total trade and other receivables 56 2,623
NOTE 9 TRADE AND OTHER PAYABLES
Trade and other payables are classified as other financial liabilities and are initially recognised at fair
value, and subsequently measured at amortised cost.
j
The trade and other payables’ carrying values are a reasonable approximation of fair value.
2024 2023
$000$000
Dividends payable 60 43
Related party payables (note 11(a)(i)) 1,13 8 210
Unsettled investment purchases - 7, 8 4 5
Other payables and accruals 51 45
Total trade and other payables 1,249 8 ,14 3
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NOTE 10 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents
Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash
on deposit at banks.
2024 2023
$000$000
Cash - New Zealand Dollars 1,255 7,414
Cash - Other currencies 5,925 8,832
Cash and cash equivalents 7,18 0 16,246
Reconciliation of Net Profit after Tax to Net Cash Flows
from Operating Activities
Net profit after tax 37,191 23,598
Items not involving cash flows:
Unrealised losses on cash and cash equivalents 4 4
Unrealised (gains) on revaluation of investments (28,277) (40,812)
Unrealised (gains) on forward foreign exchange contracts (1,950) (430)
(30,223) (41,238)
Impact of change in working capital items
(Decrease)/increase in trade and other payables (6,894) 7, 8 6 7
Increase/(decrease) in trade and other receivables 2,567 (1,385)
Change in current and deferred tax 1,13 2 741
(3 ,19 5 ) 7, 2 2 3
Items relating to investments
Amount paid for purchases of investments (79,446) (49,514)
Amount received from sales of investments net of realised gains 6 8,415 8 7,74 6
Movement in unsettled purchases of investments 7,7 9 1 ( 7,7 9 0 )
Movement in unsettled sales of investments (2,556) 2,556
(5,796) 32,998
Net cash (outflows)/inflows from operating activities (2,023) 22,581
NOTE 11 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant
influence over the other party in making financial or operational decisions.
a. Fisher Funds Management Limited
Fisher Funds Management Limited (“Fisher Funds” or “the Manager”) is an entity that provides
key management personnel services to Marlin by virtue of its management and administration
agreement.
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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In return for the performance of its duties as Manager, Fisher Funds is paid the following fees:
Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly and
payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning the
Manager’s interests with those of the Marlin shareholders. For every 1% underperformance (relative
to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by 0.1%,
subject to a minimum 0.75% per annum management fee.
Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess
returns over and above the performance fee hurdle return (being the change in the NZ 90 Day Bank
Bill Index plus 5%) subject to achieving the High Water Mark (“HWM”). The total performance fee
amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees) and is
settled fully in cash.
The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset
value per share (after adjustment for capital changes and distributions) at the end of any previous
calculation period in which a performance fee was payable, multiplied by the number of shares at the
end of the period.
In accordance with the terms of the Management Agreement, when a performance fee is earned, it is
paid within 60 days of the balance date.
Performance fees paid to the Manager are recognised as an expense in the Statement of
Comprehensive Income when incurred.
Administration fee: Fisher Funds provides corporate administration services and a fee is payable
monthly in arrears.
(i) Fees Earned and Payable:
20242023
$000$000
Fees earned by the Manager for the year ended 30 June
Management fees 2,631 2,266
Performance fees 893 -
Administration services 159 159
Operating expenses 3,683 2,425
For the year ended 30 June 2024, excess returns of $17,296,445 (2023: Nil) were generated and the
net asset value per share before the deduction of a performance fee was $1.03 (2023: Nil), which
exceeded the HWM after adjustment for capital changes and distributions of $0.99 (2023: Nil).
Accordingly, the Company has incurred a performance fee of $892,901 (2023: Nil).
Fees payable to the Manager at 30 June
Management fees 232 197
Performance fees 893 -
Administration services 13 13
Related party payables 1,13 8 210
(ii) Investment Transactions with Related Parties
Off-market transactions between Marlin and other funds managed by Fisher Funds take place for
the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are
conducted after the market has closed at last sale price. There were no purchases for the year ended
30 June 2024 (2023: Nil) and sales totalled$146,300 (2023: Nil).
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NOTE 11 RELATED PARTY INFORMATION CONTINUED
b. Directors
Marlin considers its Board of Directors (“Directors”) key management personnel. Marlin does not have
any employees.
During the financial year the Directors earned fees for their services of $206,725 including GST (2023:
$179,719 including GST). The Directors’ fee pool was $185,500 (plus GST, if any) for the year ended
30 June 2024 (2023: $157,500 plus GST, if any). The Directors’ fee pool increased to $185,500 (plus
GST, if any) from 1 July 2023. There were no Directors fees payable at the end of the financial year
(30 June 2023: Nil).
The Directors held shares in the Company as at 30 June 2023 which total 0.14% of total shares on
issue (30 June 2023: 0.13%). The Directors held warrants in the Company as at 30 June 2024 which
total 0.14% of total warrants on issue (30 June 2023: 0.12%).
Dividends of $22,312 (2023: $17,853) were also received by the Directors as a result of their
shareholding during the period.
NOTE 12 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment
activities, including market risk, credit risk and liquidity risk.
The Management Agreement between Marlin and Fisher Funds details permitted investments.
Financial instruments currently recognised in the financial statements also comprise of cash and cash
equivalents, forward foreign exchange contracts, trade and other receivables and trade and other
payables.
Market Risk
All equity investments present a risk of loss of capital, often due to factors beyond the Company’s
control such as competition, regulatory changes, commodity price changes and changes in general
economic climates both domestically and internationally. The Manager moderates this risk through
careful stock selection, diversification, and daily monitoring of the market positions. For corporate
governance purposes there is also regular reporting to the Board of Directors. In addition, the
Manager has to meet the criteria of authorised investments within the prudential limits defined in the
Management Agreement.
The country in which Marlin’s exposure is 10% or greater of the portfolio is the United States 86%
(2023: United States 79%).
Marlin 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. There were no companies individually comprising more than 10% of Marlin’s total assets
as at 30 June 2024 (2023: Nil).
Interest Rate Risk
Interest rate risk is the risk of movements in interest rates. Surplus cash is held in interest bearing
foreign currency and New Zealand bank accounts. The Company is therefore exposed to the risk of
changes in interest income from movements in both international and New Zealand interest rates.
There is no hedge against the risk of movements in interest rates.
The Company may use short-term fixed rate borrowings to fund investment opportunities. There
were no borrowings as at 30 June 2024 (2023: Nil).
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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Currency Risk
Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because
of changes in foreign exchange rates. The Company holds assets denominated in international
currencies and it is therefore exposed to currency risk as the value of assets held in international
currencies will fluctuate with changes in the relative value of the New Zealand dollar. The Company
mitigates this risk by entering into forward foreign exchange contracts as and when the Manager
deems it appropriate. At any time during the year the portfolio may be hedged by an amount deemed
appropriate by the Manager.
Sensitivity Analysis
The table below summarises the impact on net profit after tax and shareholders’ equity to reasonably
possible changes arising from market risk exposure as at 30 June as follows:
2024 2023
$000$000
Price risk
1
International investmentsCarrying value 2 17, 4 3 1 183,358
Impact of a 20% change in market prices: +/- 43,486 36,672
Interest rate risk
2
Cash and cash equivalentsCarrying value 7,18 0 16,246
Impact of a 1% change in interest rates: +/- 72 162
Currency risk
3
Cash and cash equivalentsCarrying value 5,925 8,832
Impact of a +10% change in exchange rates (540) (803)
Impact of a -10% change in exchange rates 660 982
International investmentsCarrying value 2 17, 4 3 1 183,358
Impact of a +10% change in exchange rates (19,766) (16,669)
Impact of a -10% change in exchange rates 24,15 9 20,373
Forward foreign exchange contractsCarrying value 479 (1,471)
Impact of a +10% change in exchange rates 9,993 7,863
Impact of a -10% change in exchange rates (12,214) (9,610)
Net foreign currency payables/receivablesCarrying value 24 (5,243)
Impact of a +10% change in exchange rates (2) 477
Impact of a -10% change in exchange rates 3 (583)
An increase/(decrease) in market prices and interest rates would increase/(decrease) profit after tax
and shareholders’ equity. For changes in exchange rate a decrease in profit after tax and shareholders’
equity is denoted with brackets.
1
A variable of 20% is considered appropriate for market price risk sensitivity analysis based on historical price
movements.
2
A variable of 1% was selected as this is a reasonably expected movement based on historical volatility. The
percentage movement for the interest rate sensitivity relates to an absolute change in interest rate rather than a
percentage change in interest rate.
3
A variable of 10% was selected as this is a reasonably expected movement based on historic trends in exchange
rate movements.
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NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED
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.
International investments are held by an independent custodian, Trustees Executors Limited. All
transactions in listed securities are paid for on delivery according to standard settlement instructions
and are normally settled within three business days. Dividends receivable are due from listed
international companies and are normally settled within a month after the Ex-Dividend date. The
Company has cash and forward foreign exchange contracts with banks registered in New Zealand,
and internationally, which carry a minimum short-term credit rating of S&P A+ or equivalent (2023:
A+).
The Company measures credit risk and expected credit losses using probability of default, exposure
at default and loss given default. Management considers both historical analysis and forward looking
information in determining any expected credit loss. At balance date, cash at bank was held with
counterparties with a credit rating of S&P A+ or equivalent. Trade and other receivables are normally
settled within three business days.
Management considers the probability of default to be close to zero as the counterparties have a
strong capacity to meet their contractual obligations in the near term. As a result, no loss allowance
has been recognised based on 12 month expected credit losses as any such impairment would be
wholly insignificant to the Company.
The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the
Statement of Financial Position.
Other than cash at bank, short term unsettled trades and dividends receivable, there are no
significant concentrations of credit risk. The Company does not expect non-performance by
counterparties, therefore no collateral or security is required.
Liquidity Risk
Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash
in order to meet the Company’s financial obligations as they fall due. The Company endeavours to
invest the proceeds from the issue of shares in appropriate investments while maintaining sufficient
liquidity (through daily cash monitoring) to meet working capital and investment requirements. All
trade and other payables have contractual maturities of three months or less.
Liquidity to fund investment requirements can be augmented through the procurement of a debt
facility from a registered bank to a maximum value of 20% of the gross asset value of the Company.
There were no such debt facilities as at 30 June 2024 (2023: Nil).
All derivative financial liabilities held by the Company have contractual maturities of three months or
less.
There have been no subsequent events to suggest any issues with satisfying working capital and
investment requirements.
Capital Risk Management
The Company’s objective is to prudently manage shareholder capital (share capital, reserves,
accumulated deficits) and borrowings (if any).
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares
and secure borrowings in the short term.
The Company was not subject to any externally imposed capital requirements during the year.
Since announcing a long-term distribution policy in August 2010, the Company continues to pay 2%
of average net asset value each quarter in dividends.
FOR THE YEAR ENDED 30 JUNE 2024
MARLIN GLOBAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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NOTE 13 NET ASSET VALUE
The net asset value per share of Marlin as at 30 June 2024 was $1.03 per share (2023: $0.93),
calculated as the net assets of $222,903,957 divided by the number of shares on issue of
216,583,976 (2023: net assets of $192,751,584 and shares on issue of 206,666,696).
NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES
There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2024
(2023: Nil).
NOTE 15 SUBSEQUENT EVENTS
On 19 August 2024, the Board declared a dividend of 2.07 cents per share. The record date for this
dividend is 5 September 2024 with a payment date of 27 September 2024.
There were no other events which require adjustment to, or disclosure, in these financial statements.
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2024
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PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000 pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Our opinion
In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 30 June 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 30 June 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.
Our firm carries out an agreed-upon procedure service for the Company in relation to the performance
fee calculation. The provision of this other service has not impaired our independence as auditor of the
Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of listed equity investments. This matter was addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on this matter.
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000 pwc.co.nz
Independent auditor’s report
To the shareholders of Marlin Global Limited
Our opinion
In our opinion, the accompanying financial statements of Marlin Global Limited (the Company) present
fairly, in all material respects, the financial position of the Company as at 30 June 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 30 June 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.
Our firm carries out an agreed-upon procedure service for the Company in relation to the performance
fee calculation. The provision of this other service has not impaired our independence as auditor of the
Company.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. Given the nature of the Company, we have
one key audit matter: Valuation and existence of listed equity investments. This matter was addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on this matter.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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PwC 15
Description of the key audit matter How our audit addressed the key audit matter
Valuation and existence of listed equity
investments
Listed equity investments (the
investments) are valued at $217 million
and represent 96% of total assets at 30
June 2024.
Further investment disclosures
are included in note 2 to the financial
statements.
As at 30 June 2024, all investments are in
actively-traded companies listed on
recognised stock exchanges with readily-
available, quoted market prices.
All investments are held by Trustees
Executors Limited (the Custodian) on
behalf of the Company. Trustees
Executors Limited also provides
investment administration services for 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 also obtained confirmation from Trustees
Executors Limited that there had been no material
change to the control environment in the period from 1
April 2024 to 30 June 2024.
We agreed the price for all investments held at 30
June 2024, and the exchange rate at which they have
been converted from foreign currencies to New
Zealand dollars, to independent third-party pricing
sources and considered the liquidity of these
investments at balance date.
Our audit approach
Overview
Materiality
Overall materiality: $1.114 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 matters As reported above, we have one key audit matter, being: Valuation
and existence of listed equity investments.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the financial statements as a whole, taking into account the structure of the Company, the
accounting processes and controls, and the industry in which the Company operates.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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PwC 16
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and in aggregate, on the financial statements as a whole.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the annual report (including the Company’s climate statement), but does not
include the financial statements and our auditor's report thereon. The annual report (including the
climate statement) is expected to be made available to us after the date of this auditor's report.
Our opinion on the financial statements does not cover the other information and we will not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS 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.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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PwC 17
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Philip Taylor.
For and on behalf of:
Chartered Accountants
19 August 2024
Auckland
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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Spread of Shareholders as at 2 August 2024
Holding Range# of Shareholders# of Shares% of Total
1 to 9992198 4,10 90.04
1,000 to 4,9995411,456,5380.67
5,000 to 9,99974 45 , 0 8 6 ,13 52.35
10,000 to 49,9991,94946,054,16621.26
50,000 to 99,9995043 5 ,116 , 31716.21
100,000 to 499,99940675 ,161, 0 4 534.68
500,000 +3853,712,35124.79
TOTAL4,401216,670,661100%
20 Largest Shareholders as at 2 August 2024
Holder Name# of Shares% of Total
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>6,275,8062.90
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>5,836,6062.69
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
AC C O U N T>
5 ,124,74 82.37
LEVERAGED EQUITIES FINANCE LIMITED3,621,9271.67
CUSTODIAL SERVICES LIMITED <A/C 4>3 , 3 8 7, 2 6 01.56
ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M
SIMMONDS PARTNERSHIP A/C>
3,283,3461.52
FNZ CUSTODIANS LIMITED2,12 3 ,70 60.98
JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER
JOHN CLARK <RIORDAN FAMILY A/C>
1,418,3290.65
JOHN ROBERT MACDONNELL1,387,3840.64
THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN1,194,3390.55
PHILIP MICHAEL EDWARDES1,0 99,4380.51
BRIAN MAXWELL CURRIE1,043,5530.48
RUSSEL ERNEST GEORGE CREEDY995,8600.46
PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD
<JEM FAMILY A/C>
9 6 2,15 60.44
MARGARET MASSEY872,8030.40
JANET MARGARET CURRIE836,4800.39
PETER NEVILLE ROWE821,0700.38
DAVID FINDLAY & ROBYN DAWN FINDLAY793,0350.37
KIRSTIE JANE NICHOLLS & PAUL FRANCIS NICHOLLS787,6300.36
LEO ADRIAN KOPPENS750,0000.35
Tot a l42,615,47619.67
SHAREHOLDER INFORMATION
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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Spread of Warrant holders as at 2 August 2024
Holding Range# of Warrant Holders# of Warrants% of Total
1 to 999656273,4420.51
1,000 to 4,9991,6734,399,1268 .19
5,000 to 9,9998265,815,90410.82
10,000 to 49,99989918,493,90234.43
50,000 to 99,9991097, 2 6 1,16 313.51
100,000 to 499,999498,200,38315.26
500,000 +99,285,77217. 2 8
TOTAL4,22153,729,692100%
20 Largest Warrant holders as at 2 August 2024
Holder Name# of Warrants% of Total
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH
AC C O U N T>
1,752,68 03.26
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>1,638,7833.05
ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1, 4 5 9,15 22.72
LEVERAGED EQUITIES FINANCE LIMITED888,8221.65
CUSTODIAL SERVICES LIMITED <A/C 4>863,7061.61
ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS <AJ & M
SIMMONDS PARTNERSHIP A/C>
8 03,4101.50
RICHARD JAMES THOMAS700,0001.30
ASB NOMINEES LIMITED <A/C 802302 ML>6 4 5 ,14 31.20
FNZ CUSTODIANS LIMITED534,0760.99
JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER
JOHN CLARK <RIORDAN FAMILY A/C>
354,5830.66
JOSEPHINE ADRIANA REYDEN & JAN-WILLEM KAREL REYDEN345,6700.64
CHARLES LEONARD MICHAEL MORING300,0000.56
THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN292,2460.54
PHILIP MICHAEL EDWARDES269,0240.50
BRIAN MAXWELL CURRIE255,3500.48
ASB NOMINEES LIMITED <933451 ML A/C>250,0000.47
RUSSEL ERNEST GEORGE CREEDY248,9650.46
RODNEY VALENTINO DENNIS OLLIFF240,0000.45
PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD
<JEM FAMILY A/C>
235,4320.44
PETER NEVILLE ROWE205,2680.38
Tot a l12,282,31022.86
WARRANT HOLDER
INFORMATION
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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Directors’ Relevant Interests in Equity Securities as at 30 June 2024
STATUTORY INFORMATION
Interests Register
Marlin is required to maintain an interests register in which the particulars of certain transactions and matters
involving the directors must be recorded. The interests register for Marlin is available for inspection at its registered
office. Particulars of entries in the interests register as at 30 June 2024 are as follows:
SharesWarrants
Held DirectlyHeld by
Associated
Person
Held DirectlyHeld by
Associated
Persons
R A Coupe
(1)
120,40729,463
C A Campbell
(2)
171,3 4 041,926
D M McClatchy
(3)
6,4782,599
F A Oliver
(4)
3,3433 ,13 5836767
(1)
R A Coupe purchased 10,422 shares on market in the year ended 30 June 2024 as per the Marlin share
purchase plan (purchase price $0.95). R A Coupe acquired 9,404 shares in the year ended 30 June 2024,
issued under the dividend reinvestment plan (average issue price $0.92). R A Coupe was allotted 29,463
warrants in the year ended 30 June 2024.
(2)
C A Campbell purchased 3,869 shares on market in the year ended 30 June 2024 as per the Marlin share
purchase plan (purchase price $0.95). C A Campbell acquired 13,382 shares in the year ended 30 June 2024,
issued under the dividend reinvestment plan (average issue price $0.92). C A Campbell was allotted 41,926
warrants in the year ended 30 June 2024.
(3)
D M McClatchy purchased 3,869 shares on market in the year ended 30 June 2024 as per the Marlin share
purchase plan (purchase price $0.95). D M McClatchy acquired 830 shares in the year ended 30 June 2024,
issued under the dividend reinvestment plan (average issue price $0.92). D M McClatchy was allotted 2,599
warrants in the year ended 30 June 2024.
(4)
F A Oliver purchased 3,343 shares on market in the year ended 30 June 2024 as per the Marlin share purchase
plan (purchase price $0.95). F A Oliver acquired 245 shares in the year ended 30 June 2024, issued under the
dividend reinvestment plan (average issue price $0.92). F A Oliver was allotted 1,603 warrants in the year ended
30 June 2023.
Directors Holding Office
Marlin’s directors as at 30 June 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 Marlin constitution and NZX Listing Rules, Andy Coupe retired by rotation at the 2023 Annual
Shareholders’ Meeting 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.
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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Directors’ Indemnity and Insurance
Marlin has arranged Directors’ and Officers’ Liability Insurance covering directors acting on behalf of Marlin. Cover
is for damages, judgements, fines, penalties, legal costs awarded, and defence costs arising from wrongful acts
committed while acting for Marlin. The types of acts that are not covered include dishonest, fraudulent, malicious
acts or omissions, and wilful breach of statute or regulations.
Marlin has granted an indemnity in favour of all current and future directors of the Company in accordance with its
constitution.
Directors’ Relevant Interests
The following are relevant interests of Marlin’s directors as at 30 June 2024:
R A CoupeKingfish LimitedChair
Barramundi LimitedChair
Coupe Consulting LimitedDirector
Briscoe Group Limited Director
C A CampbellKingfish LimitedDirector
Barramundi LimitedDirector
T&G Global LimitedDirector
Hick Bros Holdings Limited & subsidiary companies Director
Woodford Properties 2018 LimitedDirector
alphaXRT LimitedDirector
New Zealand Post LimitedChair
Asset Plus LimitedDirector
Nica Consulting LimitedDirector
NZME LimitedDirector
Cord Bank LimitedDirector
T&G Insurance LimitedDirector
Bankside Chambers LtdDirector
Chubb Insurance New Zealand LimitedDirector
D M McClatchyKingfish LimitedDirector
Barramundi LimitedDirector
Guardians of NZ SuperannuationBoard Member
Trust Investment Management LimitedDirector
F A OliverKingfish LimitedDirector
Barramundi LimitedDirector
Gentrack Group LimitedDirector
First Gas GroupDirector
Freightways LimitedDirector
Wynyard Group Limited (in liquidation)Director
New Zealand Water PoloDirector
Summerset Group Holdings LimitedDirector
Guardians of NZ SuperannuationBoard Member
STATUTORY INFORMATION CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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Auditor’s Remuneration
During the 30 June 2024 year, the following amounts were paid/payable to the auditor, PricewaterhouseCoopers New
Zealand.
$000
Statutory audit and review of financial statements56
Other assurance services0
Non assurance services4
PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under
the Auditor Regulation Act 2011.
Donations
Marlin did not make any donations during the year ended 30 June 2024.
STATUTORY INFORMATION CONTINUED
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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Registered Office
Marlin Global Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
Directors
Independent Directors
Andy Coupe (Chair)
Carol Campbell
David McClatchy
Fiona Oliver
Corporate Management Team
Wayne Burns
Beverley Sutton
Manager
Fisher Funds Management
Limited
Level 1
67 – 73 Hurstmere Road
Takapuna
Auckland 0622
Share Registrar
Computershare Investor
Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
A u c k l a n d 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
For more information
For enquiries about transactions, changes of address, and dividend payments, contact the share registrar
above. Alternatively, to change your address, update your payment instructions, and to view your investment
portfolio including transactions online, please visit: investorcentre.com/NZ
For enquiries about Marlin contact
Marlin Global Limited
Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622
Private Bag 93502, Takapuna, Auckland 0740
Phone: +64 9 484 0365 | Email: enquire@marlin.co.nz
Auditor
PricewaterhouseCoopers
New Zealand
Level 27
P w C Towe r
15 Customs Street West
Auckland 1010
Solicitor
Bell Gully
Leve l 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
Marlin is investment in
quality, growing companies
based outside New Zealand
and Australia.
The information contained in this annual report is provided for information purposes only and does not constitute an offer,
invitation, basis for a contract, financial advice, other advice, or recommendation to conclude any transaction for the purchase
or sale of any security, loan, or other instrument. In particular, the information contained in this annual report is not financial
advice for the purposes of the Financial Markets Conduct Act 2013, as amended, and should not be relied upon when making
an investment decision. Professional financial advice from a financial adviser should be taken before making an investment.
DIRECTORY
MARLIN GLOBAL LIMITED
ANNUAL REPORT
2024
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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.