Kingfish Limited/Announcement
Kingfish Limited logo

Kingfish 2021 Annual Report

Annual Report30 June 2021KFLFinancials

ANNUAL REPORT
2021

31 MARCH

2
kingfish limited /

ANNUAL REPORT

2021

CALENDAR

Next Dividend Payable

25 JUNE 2021

Annual Shareholders’ Meeting

Ellerslie Event Centre, Auckland

6 AUGUST 2021, 10:30AM

Interim Period End (1H22)

30 SEPTEMBER 2021

03About Kingfish

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

20Kingfish Portfolio Stocks

28Board of Directors

29Corporate Governance Statement

36Directors’ Statement of Responsibility

37Financial Statements

55Independent Auditor’s Report

59Shareholder Information

60Statutory Information

63Directory

CONTENTS

Alistair Ryan

Chair

Carmel Fisher

Director

This report is dated 28 June 2021 and is

signed on behalf of the Board of Kingfish

Limited by Alistair Ryan, Chair, and

Carmel Fisher, Director.

3
kingfish limited /

ANNUAL REPORT

2021

ABOUT KINGFISH

Kingfish Limited (“Kingfish” or “the Company”) is a listed investment

company that invests in quality, growing New Zealand companies. The

Kingfish portfolio is managed by Fisher Funds Management Limited

(“Fisher Funds” or “the Manager”), a specialist investment manager

with a track record of successfully investing in growth company shares.

Kingfish listed on NZX Main Board on 31 March 2004 and may invest

in companies that are listed on a New Zealand stock exchange or

unlisted companies.

INVESTMENT OBJECTIVES

The key investment objectives of Kingfish are to:

» achieve a high real rate of return, comprising both income and capital

growth, within risk parameters acceptable to the directors; and

»provide access to a diversified portfolio of New Zealand quality

growth stocks through a single tax efficient investment vehicle.

INVESTMENT APPROACH

The investment philosophy of Kingfish is summarised by the following

broad principles:

» invest as a medium to long-term investor exiting only on the basis of

a fundamental change in the original investment case;

»invest in companies that have a proven track record of growing

profitability; and

» construct a diversified portfolio of investments based on our

‘STEEPP’ investment criteria (see pages 18 and 19).

$
142.7m

Net profit

65.1

%

Total shareholder return

46.0

%

Gross performance return

$

1.77

NAV per share

$

1.90

Share price

41.1

%

Adjusted NAV return

DIVIDENDS PAID

DIVIDENDS PAID DURING THE YEAR ENDED 31 MARCH 2021 (CENTS PER SHARE)

Total dividends of 13.48 cps were paid during the financial year (2020: 12.63 cps)

26 June

2020

3.06

cps

25 September

2020

3.25

cps

18 December

2020

3.46

cps

26 March

2021

3.71

cps

FOR THE 12 MONTHS ENDED 31 MARCH 2021

AT A GLANCE

AS AT 31 MARCH 2021

4

kingsh limited /

ANNUAL REPORT

2021

Fisher & Paykel
Healthcare

15

%

Mainfreight

18

%


Summerset

8

%

Infratil

14

%

Auckland

International

Airport

8

%

AS AT 31 MARCH 2021

LARGEST INVESTMENTS

AS AT 31 MARCH 2021

SECTOR SPLIT

Industrials 31%

Healthcare 30%

Utilities 18%

Consumer Staples 9%

Information Technology 6%

The Kingfish portfolio cash holding as at

31 March 2021 was inflated from warrant

funds received on 17 March 2021 that had

not yet been invested as at 31 March 2021

These are the five largest percentage holdings in the Kingfish portfolio. The full Kingfish portfolio and percentage

holding data as at 31 March 2021 can be found on page 17.

5

kingsh limited /

ANNUAL REPORT

2021

“Kingfish has benefited
from the strong recovery

of key portfolio holdings

and active management

throughout the year to

deliver a record net

profit of $142.7m.”

DIRECTORS’ OVERVIEW

Alistair Ryan

Chair

6

kingfish limited /

ANNUAL REPORT

2021

Kingfish has experienced a year of recovery
after the Covid-impacted performance of the

previous financial year. The Company’s net

operating after tax profit for the year ended

31 March 2021 of $142.7 million contrasts

with last year’s profit of $1.7 million.

Kingfish has benefited from the strong recovery of key

portfolio holdings and the active management of all 14

companies in the portfolio, to deliver excellent returns

for the period. The Kingfish team’s continued focus

on the STEEPP process, and the rigour and analytical

discipline that goes with that, has helped the portfolio

recover the value gains that were lost in the final two

months of the previous financial year, and deliver

significant returns for shareholders in FY21.

The Kingfish portfolio achieved a gross performance

return

1

before fees and expenses of 46.0% and an

adjusted NAV return

2

of 41.1%, compared to the S&P/

NZX50G which reported 28.2% for the 12-month

period.

As at 31 March 2021, the total Kingfish portfolio was

valued at $560m, with portfolio stock investments of

$526m and cash of $34m. In addition to the strong

portfolio performance, shareholders also enjoyed a total

shareholder return

3

of 65.1%, a significant turnaround on

the 7.2% generated in the previous financial year.

Revenues and Expenses

The 2021 net profit result comprised gains on

investments of $150.5m, dividend and interest income

of $5.4m, less operating expenses and tax of $7.0m

and a performance fee of $6.2m.

Overall operating expenses were $7.3m higher than

the corresponding period, mainly due to higher

management fees and the performance fee. The

management fees were $1.0m higher than the previous

year due to the higher gross asset value of the Kingfish

portfolio over the course of the year.

The Kingfish portfolio achieved a return in excess of

both the performance fee hurdle (the change in the

Bank Bill Index rate plus 7%) and the High Water Mark

(the highest net asset value at the end of the previous

financial year in which a performance fee was paid,

adjusted for changes in capital). No performance fee

was paid in the preceding year (FY20).

The performance fee earn rate was renegotiated down

from 15% to 10% in FY19 and capped at 1.25%. The

performance fee cap applies for FY21.

Dividends

Kingfish continues to distribute 2.0% of average net

asset value per quarter. Over the 12-month period to

31 March 2021, Kingfish paid 13.48 cents per share

in dividends (2020:12.63 cps). The first dividend of the

new financial year was 3.60 cents per share, which

was paid on 25 June 2021, based on a record date of

10 June 2021.

Kingfish has a dividend reinvestment plan which

provides shareholders with the option to reinvest all

or part of any cash dividends in fully paid shares.

Full details of the dividend reinvestment plan

4

can

be found in the Kingfish Dividend Reinvestment Plan

Offer Document, a copy of which is available at www.

kingfish.co.nz/investor-centre/capital-management-

strategies/.

Warrants

Kingfish has a regular warrant programme. On 12

March 2021, Kingfish warrant holders had the option to

convert their warrants into Kingfish shares at an exercise

price of $1.51 per warrant. 56.2m warrants ($85m) out

of a possible 61.6m warrants (91.4%) were converted

into Kingfish shares. The majority of the additional funds

were invested during March in Kingfish’s investment

portfolio of stocks, but given the short time period

between the warrant funds receipt (17 March) and year

end (31 March), there was inevitably some cash still to

be deployed as at balance date.

Share Buybacks

The share buyback programme

5

is another part of

Kingfish’s capital management. During the 12 months to

31 March 2021, the share price to NAV discount did not

exceed 8% so there were no buybacks during FY21.

Annual Shareholders’ Meeting

The 2021 annual meeting will be held on Friday 6

August at 10:30am at the Ellerslie Event Centre in

Auckland and online via Lumi. All shareholders are

encouraged to attend, and those unable to attend are

invited to cast their vote on Company resolutions prior to

the meeting.

1

The gross performance return is the portfolio performance before expenses, fees and tax. It is an appropriate return measure for

assessing the Manager’s performance against and index or benchmark.

2

The adjusted net asset value is the underlying performance of the investment portfolio adjusted for dividends, (and other capital

management initiatives) and after expenses, fees and tax.

3

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.

4

Participation forms for the Dividend Reinvestment Plan (DRP) can be obtained by contacting either Kingfish or Computershare

Investor Services Limited

5

Shares purchased under the buyback programme are held as treasury stock and subsequently reissued to shareholders under

the dividend reinvestment plan.

7

kingfish limited /

ANNUAL REPORT

2021

FIGURE 1: FIVE-YEAR PERFORMANCE SUMMARY
Corporate Performance

For the year ended 31 March20212020201920182017

5 years

(annualised)

Total Shareholder Return6 5.1%7. 2 %13.5%12.0%8.1%19. 5 %

Adjusted NAV Return41.1%0.4%1 7. 6 %14.7%10.6%16.1%

Dividend Return

1

7. 7 %8.5%8.6%8.7%8.2%

Net Profit $142.7m$1.7m$ 4 7.1 m$36.3m$22.4m

Basic Earnings per Share56.28cps0.75cps24.24cps19. 62c p s14.50 cps

As at 31 March20212020201920182017

NAV (as per financial statements)$1.7 7$1.39$1.57$1.4 5$1.40

Adjusted NAV

2

$6.77$4.80$4.78$4.07$3.54

Share price$1.90$1.29$1.35$1.31$1.29

Warrant price-$0.03$0.06-$0.05

Share price (premium) / discount to NAV

3

( 7. 3 % )6.7%13.1% 9. 7 % 7.0%

DIRECTORS’ OVERVIEW CONTINUED

Alistair Ryan / Chair

Kingfish Limited

28 J un e 2021

Director Retirement – Carmel Fisher

After 17 years as a Kingfish director, Carmel Fisher

has advised that she intends to retire from the board,

effective from 6 August 2021 (immediately following

the 2021 annual meeting).

Carmel is proud to have launched and overseen the

management of Kingfish. She has stated that it has

been a privilege to have worked with an outstanding

team of people, both at the Manager, Fisher Funds,

and with her fellow directors. While Carmel has

decided that it is time to move on after many years of

direct involvement, she has full confidence in the board

and Manager and, as a significant shareholder, looks

forward to the continued success of Kingfish.

Director Re-election

Carol Campbell, director since 2012 and chair of the

Kingfish Audit and Risk Committee, retires by three-year

rotation at this year’s annual meeting and will stand for

re-election. The board fully endorses Carol’s re-election.

Conclusion

The 2021 year was yet another rewarding and

challenging period for the New Zealand sharemarket.

It was encouraging that in this turbulent market

environment Kingfish was able to generate strong

returns, well ahead of the market. The board is pleased

at the Manager’s rigorous application of the STEEPP

process and continued focus on investing in quality

companies, the majority of which have continued to

grow and yield satisfying returns for shareholders.

We would like to thank you for your continued support

and look forward to seeing many of you at the annual

meeting on 6 August.

On behalf of the Board,

8

kingsh limited /

ANNUAL REPORT

2021

Non-GAAP Financial Information
Kingfish uses non-GAAP measures, including adjusted net asset value, gross performance return and total shareholder return. The

rationale for using such non-GAAP measures is as follows:

»adjusted net asset value – the underlying value of the investment portfolio adjusted for capital allocation decisions after

expenses, fees and tax,

»adjusted NAV return – the net return to an investor after expenses, fees and tax,

»gross performance return – the Manager’s portfolio performance in terms of stock selection before expenses, fees and tax, and

»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.

All references to adjusted net asset value, gross performance return and total shareholder return in this Annual Report are to

such non-GAAP measures. The calculations applied to non-GAAP measures are described in the Kingfish Non-GAAP Financial

Information Policy. A copy of the policy is available at http://www.kingfish.co.nz/about-kingfish/kingfish-policies/

FIGURE 2: TOTAL SHAREHOLDER RETURN

Share Price/Total Shareholder Return

Total Shareholder ReturnShare Price

$

8.00

$

7.00

$

6.00

$

5.00

$

4.00

$

3.00

$

2.00

$

1.00

$

0.00

Mar

2016

Mar

2019

Mar

2020

Mar

2021

Mar

2004

Mar

2005

Mar

2006

Mar

2007

Mar

2008

Mar

2009

Mar

2010

Mar

2 011

Mar

2012

Mar

2013

Mar

2014

Mar

2015

Mar

2017

Mar

2018

Manager Performance

For the year ended 31 March20212020201920182017

5 years

(annualised)

Gross Portfolio Performance (before

expenses, fees and tax)46.0%2.9%21.2%16.5%13.3%19. 2 %

S & P/N Z X 5 0 G28.2%(0.5%)18.3%15.6%6.6%13.2%

Performance fee hurdle / Benchmark Rate

4

7. 3 %8.6%9.0 %9.0 %9. 3%

NB: All returns have been reviewed by an independent actuary.

1

Kingfish’s dividend return is calculated by dividing the dividends paid in a given year by the average share price for that year.

(The dividend policy of paying a quarterly dividend that is 2% of average NAV has been consistently applied).

2

Kingfish's adjusted NAV historical information has been restated as a result of correcting the warrant dilution component of the

calculation.

3

Share price (premium) / discount to NAV (including warrant price on a pro-rated basis).

4

The performance fee hurdle is the Benchmark Rate (NZ 90 Day Bank Bill Index +7%).

9

kingfish limited /

ANNUAL REPORT

2021

Sam Dickie
Senior Portfolio Manager

“After such a year, it is

even more important

to focus on the longer

term, the bigger

picture, the ‘what

comes next?’ question.”

MANAGER’S REPORT

10

kingfish limited /

ANNUAL REPORT

2021

Staying focused on the big picture
Investors around the world have focused on all things

Covid for the past 15 months. That has been the right

thing to do. But at the same time, successful investors

will have stayed mindful of the big picture – the

investment themes and companies that will drive returns

in the next 5–10 years.

According to "Our World in Data", New Zealand

has been 34 times more successful than the rest of the

world in addressing Covid. The country’s cumulative

cases are barely over 2,500 – just 0.05% of the

population, and well below the global figure of 1.7%

of the population.

This and everything else about the last 15 months

has been extraordinary. The monetary and fiscal

support from central banks and Governments to keep

economies afloat has been unprecedented. As a

proxy for liquidity injection, the Federal Reserve has

expanded its balance sheet by more than three and

a half times as much as it did in the entire Global

Financial Crisis! An unintended consequence of all that

liquidity sloshing around was irrational exuberance by

retail investors in companies like Gamestop. Gamestop

rose 1,000% in a few short days and then fell by

90% a few days later. Retail investors gambling with

their stimulus cheques and egging each other on via

platforms like Reddit is an anathema to the way we

invest!

The exciting thing for Kingfish is we got to test our

process in four very different market conditions. A late-

stage bull market, a short sharp bear market, an equally

sharp bull market, and then a long grinding recovery.

All this, plus the strongest switch from growth companies

to cyclicals we’ve seen in years. Our process has stood

up well: Kingfish has outperformed the New Zealand

market index in each distinct set of market conditions.

Three types of companies that will drive long-term

returns

We build portfolios that don’t rely on any one

economic scenario – because it’s very hard to see

exactly where economies will go.

As we look to the post-Covid world, we’re focusing on

three types of companies.

First, defensive companies that will perform relatively

well, even if this strong economic recovery falters.

These companies include Infratil, Contact Energy,

Delegat, and Port of Tauranga.

Second, quality cyclicals that will do well if the

global economy continues to reopen and accelerate.

Mainfreight, Vista, Auckland Airport, Freightways, and

Summerset will do well in this environment.

Third, companies with long runways for growth –

regardless of where we are in the economic cycle.

Doctors all over the world have used Fisher & Paykel

Healthcare’s OptiflowTM product to treat millions of

Covid patients since the pandemic started. We think

this nasal high-flow oxygen product could be used to

treat 50 million patients with respiratory illnesses each

year. This means the company has a long runway for

growth in a post-Covid world.

Investors are rewarded for staying the course

Too much focus on a recent upheaval can mean

missing the bigger picture. We saw this happen after

the Global Financial Crisis: investors who avoided

the share market missed out on one of the longest bull

markets of all time.

The big, long-term picture is that a strategy of investing

in growth assets like shares, and reinvesting the income,

has delivered strong returns. The chart below shows how

the NZX50 benchmark gross index (and NZSE40 gross

0

2000

4000

6000

8000

10000

12000

14000

16000

30/06/9130/06/9230/06/9330/06/9430/06/9530/06/9630/06/9730/06/9830/06/9930/06/0030/06/0130/06/0230/06/0330/06/0430/06/0530/06/0630/06/2130/06/0730/06/0830/06/0930/06/1030/06/1130/06/1230/06/1330/06/1430/06/1530/06/1630/06/1730/06/1830/06/1930/06/20

March 2004: Kingfi sh IPO

March 2020: COVID se lloff

2008-2009: Gl obal Finan cial Crisi s

2000: Dotcom Bu bble burst

November 2001: F&P

Heal thcare list ing as

se parate compan y

The Big Picture: growth companies drive market returns

New Zealand market performance 1991 - 2021

11

kingfish limited /

ANNUAL REPORT

2021

MANAGER’S REPORT CONTINUED
index before that) has climbed, dipped, and climbed

again over the last thirty years. During this period it has

had to weather the Dotcom Bubble in 2000, the Global

Financial Crisis in 2009 and then Covid in 2020. But

overall, despite these setbacks, the market (being the

NZX50/NZSE40 indices) has returned over 10% per year

– if you’d invested $10,000 20 years ago it would be

worth around $175,000 today.

In the long term, markets are driven by growth. Shocks

tend to have short-term effects. Over time, good

companies grow, and reward investors. We believe

that this narrative is still fundamentally the same.

NEW ZEALAND’S STRONG SHARE

MARKET PERFORMANCE HAS BEEN

LIFTED BY GROWTH COMPANIES

Economists may debate the exact level of growth we

are likely to see – and where we are in the current

cycle – but we believe the global economy will

grow in the years ahead. Regardless, there are still

companies creating wealth for their shareholders by

growing successful businesses. It is our job to find those

companies with wide economic ‘moats’ with potential

for ongoing growth, and back their talented leaders.

A good business with a quality management team will

create a compelling and differentiated offering for their

customers and drive innovation. Over time, when this

strategy is well executed, we see businesses capture

market share and create a lot of value for shareholders.

There are many examples of these companies in our

Kingfish portfolio, but we will focus on a couple of our

largest positions.

Fisher & Paykel Healthcare became a separately listed

company in 2001. It has grown strongly in the last

decade and is now the NZX’s largest listed company.

It has become the leader in nasal high flow therapy

for treating acute respiratory illness. But that wasn’t

always the case. The company was initially focused

on invasive ventilation but over time expanded into

products for non-invasive ventilation, high flow therapy,

and obstructive sleep apnea. This was achieved by a

strong commitment to new product development under

long time CEO Mike Daniell and then Lewis Gradon.

Over the last two decades the company has spent

over $1 billion in research and development. The

company’s patient-first mentality led it to switch gears

towards high flow therapy when it saw how effective

its Optiflow nasal high flow therapy could be. When

we travel out to the Daniell Building at the Highbrook

campus to meet with management, we can’t help but

be impressed. Lewis has been with the company for

almost 40 years and his team are firmly focused on

the future. They are making sure that doctors and

respiratory therapists the world over are adopting high

flow therapy. The runway for continued growth is still

very attractive.

Mainfreight famously started in Auckland in 1978 with

Bruce Plested buying a single truck. Despite the humble

beginnings, he was ambitious and had a 100 Year

Vision for the company. This meant that the shores of

New Zealand could not contain the business, which

expanded into Australia and later the US, Asia and

then finally Europe. Bruce is still Chair of the company’s

board and passionate about challenging Mainfreight’s

people to continue his vision. When we visit the

leadership team at Railway Lane in Otahuhu, we are

always impressed by the unwavering long-term thinking

and focus on both the customer and Mainfreight team.

It’s hardly surprising when you consider CEO Don

Braid has been at the helm for almost twenty years and

is continuously striving to further embed Mainfreight's

unique culture in its network of around 300 branches

globally. Some of the core Mainfreight values include

looking after its people, incentivising them to think like

owners with profit share, empowering them to make

decisions quickly to benefit customers, and promoting

from within. Don and Bruce’s team’s persistence is

paying off, with Mainfreight taking market share in

key offshore markets including Australia, Europe, and

the US. Since listing in 1996 at 96 cents, Mainfreight’s

share price is up by a factor of around 75 times! But

every time we meet, we can tell Don is never quite

satisfied - the global opportunity remains massive and

the team are focused on further growth.

Mainfreight and Fisher & Paykel Healthcare have

lifted the performance of the local market but have

contributed even more to Kingfish’s returns

Annualised total shareholder returns over the last 5 years to

31 March 2021, NZX 50 excluding MFT and FPH based

on Fisher Funds’ analysis

37%

29%

14%

12%

0%

5%

10%

15%

20%

25%

30%

35%

40%

Mai nfreight ( MFT)Fisher & P aykel

Heal thcar e ( FPH)

NZX 50NZX 50 excluding

MFT and F PH

12

kingsh limited /

ANNUAL REPORT

2021

THE KINGFISH PORTFOLIO AND THE
POST-COVID LONG-TERM PICTURE

We learned valuable lessons in the poor performance

of a2 Milk

We cannot talk about the 2021 financial year without

acknowledging the significant impact of portfolio

holding a2 Milk. While we strive to achieve the best

outcomes, we will not get every position right - that is

the nature of investing. What is most important is that

we learn from every experience, both good and bad,

and use our experience to improve our investment

process and make better decisions.

a2 Milk was the worst performer in the portfolio last

year, a disappointing 50% drop for the year to March

2021 (and more since). Following unprecedented

demand for a2 Milk’s products in China during Covid,

excess a2 Platinum infant formula inventory built up in

various sales channels to market. Over time, it became

clear that the problem was larger than we thought

and there was more risk around a recovery. What we

initially thought would be a short-term problem was

a more fundamental problem – the business was less

resilient than we thought and its "moat" narrower.

The company had less visibility on the inventory

situation than we expected and management made

missteps in failing to adequately address the situation.

With all high growth companies, there is a risk that

management will overpromise and underdeliver, or that

a small change in the market environment will have an

outsized impact on the company’s trajectory, resulting

in the markets’ reassessment of long-term value. a2

suffered such a market reassessment, and at the time of

writing, it is unclear how long it will take or how likely

it is that a2 will return to its previously announced sales

and profit trajectory. We have therefore significantly

reduced our position and continue to monitor closely.

ACTIVE MANAGEMENT MEANS NEVER

BEING AFRAID TO CHANGE YOUR MIND

We strive to remain objective and change our mind as

the facts change versus our investment thesis. As our a2

Milk channel checks continued to worsen, we reduced

our STEEPP scores and target position size on multiple

occasions. We now have a much smaller position in

the company.

What lessons have we learned? We ultimately

overestimated the quality of the business. We have

scrutinised the portfolio to make sure we are not making

similar errors of judgement elsewhere. It also reminded

us that we should not be afraid to react if things change.

We are also mindful of the importance of a portfolio

approach; while we are disappointed with the outcome

for a2, good decisions elsewhere meant the portfolio

delivered a year of strong performance overall.

Great potential for Auckland Airport as post-vaccine

travel recovers

The reward for New Zealand's effective response to

Covid is a trans-tasman bubble. Since 19 April 2021,

travellers between New Zealand and Australia have

enjoyed less restricted travel.

This was an important development as Australian travel

was about 40% of Auckland Airport’s international

traffic pre-Covid. And since Australians still cannot

travel to many international destinations, we expect to

pick up some pent-up demand for international travel.

The global vaccine roll-out promises a rosier future. The

bubble will be attractive to those who are desperate to

see friends and family, but these visitors are less likely

to book high-value tourism experiences. Much of our

high-value international tourism has a long gestation,

with visitors planning and booking their travel well in

advance. For this to return, our travel bubble will need

to extend beyond Australia and be able to withstand

unexpected Covid outbreaks.

Thankfully, global vaccine programmes are steaming

ahead in many developed countries. This means that a

meaningful recovery for international travel is around

the not-so-distant corner.

Delegat got a Covid boost and has grown brand

awareness

The company turned in strong results, growing wine-

case sales by around 9% year-on-year. Delegat got

a sales boost from Covid lockdowns as people drank

more wine at home and picked well-known brands

– like Delegat’s Oyster Bay – at the bottle store and

supermarket.

Delegat continues to grow its distribution reach

overseas and is building customer awareness. These

improvements are delivering more sales.

Freightways has more courier business and is gaining

market share

Locked-down New Zealanders boosted Freightways’

courier-delivery business as they ordered online. And

many businesses that developed e-commerce offerings

during lockdown have found that customers like the

convenience of online orders.

So we expect Freightways’ courier business to stay

strong – the company’s high levels of customer

service have already helped it take market share from

competitors.

Freightways moved into delivering chilled and frozen

produce in 2019 when it bought Big Chill, a company

with 200-plus refrigerated trucks. The business has

beaten expectations and boosted profits.

13

kingfish limited /

ANNUAL REPORT

2021

MANAGER’S REPORT CONTINUED
Infratil has made portfolio changes – and rejected a

buyout bid

The company sold its 65% holding in Tilt for $1.9

billion, as news of the takeover proposal added 107%

to the share price.

Infratil will be able to use the cash to develop

businesses in its portfolio. These businesses include

renewable energy platforms in the US (Longroad) and

Europe (Galileo), and the Qscan and Pacific Radiology

healthcare platforms it bought in the last year.

We believe the healthcare platforms will play a

useful part in Infratil’s future. The platforms will help

developed countries find lower-cost ways to diagnose

and treat ageing populations, and higher levels of

chronic disease.

In December, Infratil rejected AustralianSuper’s non-

binding offer to acquire all of Infratil’s shares. We

agree with Infratil’s board that the bid undervalued the

company and its businesses.

First, there is significant value upside in existing assets

like Canberra Data Centres, Longroad Energy, and

Vodafone. These businesses have wide moats and

many years of growth runway ahead. Second, Infratil

has proved it can create value – the company has

grown its net asset value at a compound annual growth

rate of 18% for more than 25 years.

Infratil, Meridian Energy and Contact Energy are

renewable electricity stars

New Zealand aims to reduce carbon emissions to

meet its stated 2030 and 2050 goals, and renewable

electricity will be critical to sustainable growth.

That’s one reason Kingfish has invested in renewable

electricity businesses like Infratil, Meridian Energy, and

Contact Energy.

Infratil has made big bets on the mega trends of data

proliferation (CDC, Vodafone), ageing population

(Qscan, RetireAustralia, Pacific Radiology), and

renewable energy (Tilt, Longroad, Galileo, Trustpower).

We are fortunate to have a largely renewable

electricity system in New Zealand: massive hydro

dams, geothermal generation, and wind farms. The US

has far less renewable power generation, but the US is

set for a renaissance under President Biden.

After Biden’s election, US investors piled into renewable

energy exchange traded funds (ETFs). This led to a

USD$2 billion inflow into one of the largest renewable

ETFs, iShares Global Clean Energy ETF (ICLN).

Meridian Energy and Contact Energy are two of ICLN’s

largest holdings. Did ICLN’s US investors realise they

were buying electricity companies in New Zealand?

We doubt it. But the mechanical buying triggered by

the investments in ICLN jolted both companies’ share

prices up sharply.

Back in January 2021, we still liked Meridian and

Contact, but the leap in their share prices made

them less attractive investments. For one thing, there

was still much uncertainty over the future of Tiwai

Point aluminium smelter. If it shut as early as 2021,

the market would be flooded with cheap electricity

that would dent generator’s profits. And we believed

Contact Energy and Meridian Energy’s share prices

could fall when high-voltage ETF buying eased. So we

trimmed our position.

Then in mid-January 2021, Rio Tinto confirmed that the

smelter would operate until at least December 2024.

This is positive for the New Zealand electricity industry,

giving the country time to upgrade transmission

infrastructure and plan a more orderly transition after

the smelter eventually closes.

Since January 2021, the calculation of holdings in the

index underlying ICLN has changed. More companies

have been added to the ETF, and investments in less

liquid companies – like Meridian and Contact – have

been reduced. So ICLN needed to sell Meridian and

Contact shares by 16 April 2021. This pushed the share

prices below 1 November 2020 levels.

Because we focus on fundamentals, we were buying

shares in both companies at low prices.

Mainfreight has proved again that a strong culture can

deliver real results

The company said – right at the start of the Covid crisis

– that its number one priority was to come through

the crisis without laying off any permanent people.

Mainfreight succeeded and paid bonuses in-line with the

previous year – in the darkest days of the pandemic.

It’s no surprise that Mainfreight’s people want to go the

extra mile and deliver excellent customer service. That

standard of service is one reason Mainfreight’s market

share accelerated at the fastest pace ever during the

crisis. Revenue and profit growth in all regions globally

have strongly accelerated throughout the year as a result.

Pushpay gained users and had to upgrade earnings

estimates three times

The company gives churchgoers – particularly in the

US – a way to make digital donations. During the

2020 lockdowns, it gained users as churches shut,

and saw a significant rise in amounts donated through

the Pushpay app.

The company had to increase its earnings forecast

three times during the year.

Port of Tauranga improved profits on lower cargo

volumes

The company saw incredible supply chain disruption

in 2020. And Ports of Auckland operational woes

increased Port of Tauranga’s workload: average

cargo exchange per container ship was 21% higher in

December 2020, compared with December 2019.

14

kingsh limited /

ANNUAL REPORT

2021

Despite the disruption, and lower cargo volumes, Port
of Tauranga improved profits during the year.

Ryman and Summerset look set for growth

The fortunes of these two operators of retirement-

villages are partially linked to the housing market,

which is linked to the economic cycle. This could have

meant bad news for these companies. But the rebound

in both the economic cycle and the housing market was

so sharp it made our heads spin.

Summerset has always put the customer first. But the

company went above and beyond to protect their

residents during lockdowns. Summerset called 7,000

residents to check they were safe and well, and if they

needed groceries delivered. Customers are unlikely

to forget this level of customer focus. It should keep

customers loyal and help widen the company’s moat.

Ryman’s superior brand is supercharged by focusing

on the detail. Residents love the camaraderie of

happy hour but that had to be halted during lock-

down. Ryman responded with ‘happy hour in a bag’

- residents were delivered their happy hour tipple to

enjoy in their room over Zoom.

Interest levels and resales increased significantly as

New Zealand moved to less restrictive alert levels. This

will likely accelerate the growth of retirement villages

in New Zealand and Australia, and mean more market

share for Summerset and Ryman.

At the time of writing there have been requests for a

review of the retirement village sector. The outcome

of any review may see further regulation for the

retirement sector. However, both Summerset and

Ryman hold themselves to a very high standard of care

and therefore its uncertain what, if any change, new

regulation would have on their businesses.

Vista used technology to meet customer needs and win

business

The company’s software helps run international cinema

chains, and collects data for movie makers. Vista knew

its customers were struggling and saw a way to help –

and build customer loyalty.

Vista released a cinema re-opening software package

to help customers get back on their feet. The software

allows the cinema to allocate socially distanced

seating. And Vista’s Movio business released Movio

Cinema Essentials – a package that helps cinemas

work out how to market and budget for reopening.

It’s early days, but Vista has been winning big

customers away from competitors recently, even though

Vista’s products are more expensive.

Portfolio company returns - year to 31 March 2021

Total Shareholder Return

Pushpay

Summerset

Freightways

Mainfreight

Vista

Infratil

Delegat

Auckland Airport

Ryman Healthcare

Meridian Energy

Port of Tauranga

Contact Energy

Fisher & Paykel Healthcare

a2 Milk

-80% -30% 0% 20% 70% 120%

15

kingfish limited /

ANNUAL REPORT

2021

MANAGER’S REPORT CONTINUED

Sam Dickie / Senior Portfolio Manager

Fisher Funds Management Limited

28 June 2021

ACTIVE MANAGEMENT WILL BE EVEN

MORE IMPORTANT IN THE NEXT DECADE

If you had invested $10,000 in the NZ stock market

in 2004 (the year Kingfish launched), you would have

had over $48,000 at 31 March 2021 – a return that’s

not to be sneezed at. But if you had put that $10,000

into Kingfish, your investment account would show a

balance of over $71,000.

That extra $23,000 is the difference our active

management makes – what we call the active return. We

think of this as the “icing on the cake” – the return we

could earn for investors over and above the returns the

market offers. Compound interest means that any excess

we earn over time becomes increasingly significant.

Active management at Kingfish: the icing on the cake

Value of $10,000 invested at inception of Kingfish in March 2004 (total shareholder return)

Looking ahead, we see an increasing need for active

management. Interest rates are low, but valuations

are not. This is a classic scenario for lower investment

returns generally – which is precisely why active

decision making is imperative. In a low return

environment, we think active management is more

important than ever. What has previously been the

icing on the cake could well become the whole cake!

A hand-picked portfolio for Kingfish has worked in the

past. We’re confident it remains the right strategy for

the future.

$0

$10,000

$20,000

$30,000

$40,000

$50,000

$60,000

$70,000

$80,000

1/03/20041/03/20051/03/20061/03/20071/03/20081/03/20091/03/20101/03/20111/03/20121/03/20131/03/20141/03/20151/03/20161/03/20171/03/20181/03/20191/03/20201/03/2021

N Z Mar ket $10,000 Ki ngfish L imited $10,000

16

kingsh limited /

ANNUAL REPORT

2021

PORTFOLIO HOLDINGS SUMMARY
AS AT 31 MARCH 2021

Listed Companies% Holding

Auckland International Airport7. 6 %

Contact Energy3.4%

Delegat Group3.0%

Fisher & Paykel Healthcare15.4%

Freightways3.6%

Infratil14.0%

Mainfreight1 7. 6 %

Meridian Energy0.9%

Port of Tauranga2.5%

Pushpay Holdings1.7%

Ryman Healthcare6.2%

Summerset Group8.0%

The a2 Milk Company 6.3%

Vista Group4.0%

Equity Total94.2%

New Zealand dollar cash5.8%

TOTAL100.0%

17

kingsh limited /

ANNUAL REPORT

2021

STRENGTH OF
THE BUSINESS

What is the company’s

competitive advantage? Is it

sustainable? Is the company a

market leader? Does it have

a dominant position? A strong

business is one that can maintain

its profit margins by employing a

unique strategy.

TRACK

RECORD

How has the company performed

in the past? Has the company

performed under the same

management team? Has it grown

organically or by acquisition? How

did the company react during a

downturn? Fisher Funds prefers to

buy established companies that

have executed well in the past.

EARNINGS

HISTORY

How fast has the company been

able to grow its earnings in the

past? How consistent has earnings

growth been? Fisher Funds prefers

to buy companies that exhibit

secular growth characteristics

where they have proven the ability

to provide a high or improving

return on invested capital.

THE STEEPP PROCESS

Fisher Funds employs a process that it calls STEEPP to analyse existing and potential portfolio

companies. This analysis gives each company a score against a number of criteria that Fisher Funds

believes need to be present in a successful portfolio company. All companies are then ranked

according to their STEEPP score to broadly determine their portfolio weighting (or indeed whether

they make the grade to be a portfolio company in the first place).

The STEEPP criteria are as follows:

S

T

E

18

kingsh limited /

ANNUAL REPORT

2021

EARNINGS GROWTH
FORECAST

What is the company’s earnings

growth forecast over the next

three to five years? What is the

probability of achieving the

forecast? What do we expect the

company’s earnings potential to

be? Fisher Funds notices that too

many analysts focus on short-term

earnings. As long-term growth

investors, Fisher Funds thinks about

where the company’s earnings

could be in three to five years.

PEOPLE/

MANAGEMENT

Who are the management team

and how long have they been in

their roles? Who are the directors,

what is their history with the

company, and what do they bring

to the board? What is the depth of

management in the organisation

and is there a succession plan for

the key executive roles? Do the

management team own shares

in the business and how are

they rewarded? Has the board

and management exhibited

good corporate behaviour in the

areas of environmental, social

and governance considerations?

For Fisher Funds, the quality of

the company management and

its corporate governance is of

paramount importance.

PRICE/

VALUATIO N

How much of the future earnings

growth is already reflected in

the share price? Where does the

current share price sit in relation

to our worst to best case valuation

range? A company will generate

a higher score where the market

price currently reflects little of that

company’s upside potential.

E

P

P

Applying this STEEPP analysis, Fisher Funds constructed a portfolio for

Kingfish which comprised 14 securities at the end of March 2021.

19

kingsh limited /

ANNUAL REPORT

2021

Total shareholder return sourced from Bloomberg and excludes imputation credits.
THE KINGFISH PORTFOLIO STOCKS

The following is a brief

introduction to each of your

portfolio companies, with a

description of why Fisher Funds

believes they deserve a position

in the Kingfish portfolio. Total

shareholder return is for the year

to 31 March 2021 and is based

on the closing price for each

company plus any dividends

received. For companies that are

new to the portfolio in the year,

total shareholder return is from

the first purchase date to

31 March 2021.

20

kingfish limited /

ANNUAL REPORT

2021

WHAT DOES IT DO?
Auckland International Airport (AIA)

owns and operates New Zealand’s

major gateway as well as 1500 hectares

of land surrounding the airport. AIA

operates under a ‘dual till’ regulatory

regime, meaning that the company’s

aeronautical operations are subject to

light-handed regulation, whereas the

other non-aeronautical operations are

unregulated. Normally, over 50% of AIA’s

revenue is derived from non-aeronautical

operations, such as retail, parking, hotel

accommodation and property rental.

WHY DO WE OWN IT?

AIA is well-positioned to benefit from

New Zealand’s positive long-term tourism

outlook. With aspirations for 40 million

total passengers per annum by 2044,

combined with a strengthening consumer

business and leveraging its land bank,

AIA’s non-aeronautical operations are

expected to continue to deliver attractive

returns on invested capital into the future.

WHAT DOES IT DO?

Contact Energy is New Zealand’s second

largest electricity generator, producing

approximately 20-25% of the country’s

electricity in an average year. The vast

majority of its electricity is from renewable

hydro and geothermal resources.

WHY DO WE OWN IT?

Contact Energy has a balanced portfolio

of quality renewable generation assets

across both islands and this is matched by

demand from a strong electricity retailing

business plus commercial and industrial

customers. Its established business

provides solid cash flows which underpin

an attractive level of dividends. Contact’s

Tauhara geothermal field is the most

attractive generation development project

in New Zealand. Once this is developed,

Contact will be able to retire its TCC gas

plant and will move to 100% renewable

base load electricity generation.

+ 57

%

+ 21

%

Total Shareholder ReturnTotal Shareholder Return

21

kingfish limited /

ANNUAL REPORT

2021

KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Fisher & Paykel Healthcare is a leading

designer, manufacturer and distributor of

innovative medical devices for patients who

require acute respiratory and obstructive

sleep apnoea care. Over 95% of its

products are sold outside New Zealand

from dedicated manufacturing facilities in

Auckland and Mexico.

WHY DO WE OWN IT?

We are attracted to the demand for Fisher

& Paykel Healthcare’s innovative care

products as the worldwide population ages

and the incidence of chronic respiratory

diseases and obesity rises. Through its

own research and development, Fisher

& Paykel Healthcare has continued to

develop products that significantly expand

its potential patient base, while maintaining

high returns on invested capital.

+7

%

Total Shareholder Return

WHAT DOES IT DO?

Delegat Group produces and distributes

super-premium wine internationally under

the Oyster Bay and Barossa Valley Estate

brands. Oyster Bay a leading New Zealand

wine brand in the UK, Australia and

Canada, and is growing quickly in the US.

WHY DO WE OWN IT?

Delegat continues to grow its profits

annually by growing volumes as New

Zealand sauvignon blanc share of the

wine market continues to increase from low

levels, particularly in the US. The company

has a strong track record of managing

viticulture risks. It has invested for growth

by expanding its winery capacity and

increasing vineyard plantings to meet its

sales trajectory.

+78

%

Total Shareholder Return

22

kingsh limited /

ANNUAL REPORT

2021

WHAT DOES IT DO?
Infratil invests in a diverse range of

infrastructure businesses, with a portfolio

focused on data and communications

and renewable electricity, with smaller

exposures to airports and healthcare. It is

externally managed by an experienced

management team.

WHY DO WE OWN IT?

We are attracted to Infratil’s portfolio of

infrastructure assets that are not easily

replicable and its track record of creating

value for shareholders since listing has

been strong.

+90

%

Total Shareholder Return

WHAT DOES IT DO?

Freightways operates a range of

nationwide express delivery operations

with brands including NZ Couriers,

Post Haste and Big Chill. The company

has also developed an information

management business on both sides of

the Tasman encompassing document

storage, data services and secure

destruction services.

WHY DO WE OWN IT?

Freightways is one of two dominant

players in the New Zealand courier

market and its information management

business has a trans-Tasman footprint.

The company has an impressive track

record of stable organic growth and

value-accretive acquisitions that leverage

off its existing infrastructure. Earnings

have been resilient in times of recession,

and are growing at least as strongly as

the domestic economy in more buoyant

times.

+110

%

Total Shareholder Return

23

kingfish limited /

ANNUAL REPORT

2021

KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Meridian Energy is New Zealand’s

largest electricity generator, producing

approximately 30% of the country’s

electricity in an average year, sourced

100% from renewable hydro and wind

resources. The company also has a retail

business in New Zealand, operating

under the Meridian and Powershop

brands. It also has a growing Australian

business.

WHY DO WE OWN IT?

Meridian is a well-run company, with a

portfolio of long-dated quality renewable

generation assets which provide Meridian

with the advantage of being amongst the

lowest cost electricity producers. Meridian

is favourably positioned over the long-term

given its flexible hydro generation fleet

which should become more valuable as

electricity prices become more volatile

as intermittent wind generation replaces

thermal generation over time.

+ 39

%

Total Shareholder Return

WHAT DOES IT DO?

Mainfreight is a global supply chain

logistics company. It is a specialist freight

forwarder and distributor, with interests

spanning warehousing, international air

and sea freight and domestic transport

including its distinctive blue trucks.

Its operations span New Zealand,

Australia, the Americas, Europe and

Asia.

WHY DO WE OWN IT?

Mainfreight is a very well-run company

with a special company culture that has

delivered strong performance over time.

It continues to open new trade lanes

as it spreads its logistics footprint ever

wider. Growth should come organically

as it works towards its goal of becoming

a global logistics provider.

+105

%

Total Shareholder Return

24

kingsh limited /

ANNUAL REPORT

2021

WHAT DOES IT DO?
Pushpay is a leading mobile payments and

engagement provider to the US faith sector,

with a growing customer base focused on

medium and large churches in the US. It

also has a church management software

business, Church Community Builder, with an

integrated product called ChurchStaq. This

enables churches to manage and interact

seamlessly with their congregation in an

effective and modern way.

WHY DO WE OWN IT?

Pushpay provides the best-in-class product

and service. Its combination of ongoing

product development and leading customer

service gives us comfort that Pushpay will

retain this edge over weaker competitors.

Pushpay’s addressable market is very large

and digital giving continues to grow.


+145

%

Total Shareholder Return

WHAT DOES IT DO?

Port of Tauranga is the natural gateway

to and from international markets

for many of New Zealand’s major

businesses. It is in close proximity to

many important exporters in the forestry,

dairy, meat and fruit industries. Its

investment in port facilities in Timaru and

an inland port near Christchurch opens

up the South Island for exports to be

hubbed out of Tauranga.

WHY DO WE OWN IT?

Port of Tauranga continues to grow

in importance as a leading shipping

port in New Zealand for both exports

and imports. It has many natural

advantages, including excellent access

for road and rail, large land holdings

and, more recently, a deep harbour for

bigger ships to call. It has an important

strategic agreement with Kotahi

which underwrites its investment in

Primeport Timaru and its Metroport near

Christchurch.

+30

%

Total Shareholder Return

25

kingfish limited /

ANNUAL REPORT

2021

KINGFISH PORTFOLIO STOCKS CONTINUED
WHAT DOES IT DO?

Summerset is an integrated retirement

village builder, owner and operator. The

company has retirement villages spread

around New Zealand and is a leading

developer of retirement villages in New

Zealand with a significant land bank. It

has recently acquired sites in Australia

and is also looking to grow there.

WHY DO WE OWN IT?

Summerset successfully operates a

continuum of care model with aged care

integrated into its villages. It has delivered

on growing its portfolio at attractive

development margins. This indicates that

it is executing its business model well, and

has a large land bank to continue the roll-

out of its sought-after villages.

+126

%

Total Shareholder Return

WHAT DOES IT DO?

Ryman Healthcare was formed in 1984 to

develop, construct and operate retirement

villages in New Zealand. It now has a

portfolio of retirement villages around New

Zealand and is replicating its model in

Victoria, Australia. Ryman Healthcare is the

largest owner and developer of retirement

villages in New Zealand.

WHY DO WE OWN IT?

Ryman Healthcare has stuck to its winning

formula since inception. Industry dynamics

are attractive, and Ryman Healthcare

continues to lift its build rate of units and

beds to meet latent demand from an ageing

population. Victoria has a similar ageing

demographic to that in New Zealand

but Ryman’s continuum of care offering is

more unique there compared to existing

product, so this market represents an area

of considerable future growth.

+51

%

Total Shareholder Return

26

kingsh limited /

ANNUAL REPORT

2021

WHAT DOES IT DO?
Vista Group is an innovative IT company

primarily providing sophisticated software

to cinema exhibitors. It has around 40%

worldwide market share with clients in

around 100 countries. Its integrated

software systems allow cinema exhibitors

to run wide-ranging functions such as

ticketing, food and beverage sales, staff

and film scheduling, loyalty schemes,

digital signage as well as external

customer interfaces like websites, mobile

apps and call centres. Vista Group also

has a range of smaller group businesses

that leverage its depth of data and cinema

industry intellectual property.

WHY DO WE OWN IT?

We are attracted to Vista Group’s profitable

core business which provides sophisticated

software to cinema operators of all sizes.

We believe that this business still has many

years of market share growth ahead of it.

Additionally, the company’s data analytics

business (Movio) and other early stage

businesses have exciting long-term growth

prospects.

+99

%

Total Shareholder Return

WHAT DOES IT DO?

The a2 Milk Company sells ‘a2’-branded

fresh milk and infant milk formula

internationally. As the name suggests,

its products contain only A2 beta-casein

protein, on the basis that it is more

comfortably digested than normal milk

(which contains a mix of both A1 and A2

proteins). In recent years, the company has

grown sales and market share rapidly in

Australia and China and is currently also

focused on its growing business in the US.

WHY DO WE OWN IT?

The a2 Milk Company has a small but

growing share of the very lucrative Chinese

infant formula market. We expect its

market share to continue growing across a

range of distribution channels. In addition,

there is potential for further upside from

new products and geographies.

-50

%

Total Shareholder Return

27

kingfish limited /

ANNUAL REPORT

2021

Pictured left to right: Carol Campbell, Andy Coupe, Carmel Fisher, and Alistair Ryan.
Alistair Ryan MComm (Hons), FCA

Chair of the Board

Chair of Remuneration and Nominations Committee

Independent Director

For the past 10 years Alistair Ryan has been a

professional director in the listed and unlisted sectors

in New Zealand. Prior to 2012, Alistair was a senior

executive with SKYCITY (various roles including CFO)

and, before SKYCITY, a partner with Ernst and Young

Auckland. He is a director of Barramundi, Marlin Global

and a member of the FMA’s Audit Oversight Committee.

During 2020 Alistair retired as a director of Metlifecare

and Kiwibank. He is a Fellow of Chartered Accountants

Australia and New Zealand and his principal place of

residence is Auckland.

Alistair was first appointed to the Kingfish board on

10 February 2012.

Andy Coupe LLB, CMInstD

Chair of Investment Committee

Independent Director

Andy Coupe has extensive commercial and capital

markets experience having worked in a number of

sectors within the financial markets over the last 30

years. Andy was formerly a consultant in investment

banking at UBS New Zealand Limited, where his role

principally encompassed equity capital markets and

takeover transactions involving numerous initial public

offerings and secondary market transactions. Andy

is a director of Barramundi, Marlin Global, Briscoe

Group and Coupe Consulting. He is also Chair of the

New Zealand Takeovers Panel and Chair of Television

New Zealand. Andy’s principal place of residence is

Tamahere, Hamilton.

Andy was first appointed to the Kingfish board on 1

M arc h 2013.

Carol Campbell BCom, CA, CMInstD

Chair of Audit and Risk Committee

Independent Director

Carol Campbell is an experienced company director

who has a sound understanding of efficient board

governance and extensive financial experience.

Carol is a director and Chair of the Audit and Risk

committees of Barramundi and Marlin Global, and

Chair of the Audit and Risk committee of Kingfish.

Carol also holds a number of directorships across

a broad spectrum of companies including T&G

Global, New Zealand Post, Chubb Insurance New

Zealand and NZME, where she is also the Chair of

the Audit and Risk committees and she is a director of

Kiwibank. Carol is a fellow of Chartered Accountants

Australia and New Zealand. Carol had her own

chartered accountancy practice for 11 years after a

successful career as a partner at Ernst & Young for

over 25 years. Carol’s principal place of residence is

Auckland.

Carol was first appointed to the Kingfish board on 5

J un e 2012.

Carmel Fisher CNZM, BCA, INFINZ (Fellow)

Independent Director

Carmel Fisher established Fisher Funds Management

Limited in 1998. Carmel’s interest and involvement in

the New Zealand share market spans nearly 30 years

and she is widely recognised as one of New Zealand's

pre-eminent investment professionals. Carmel was an

investment analyst and portfolio manager for several

stockbroking and institutional firms before launching

Fisher Funds as a boutique fund manager. She was

managing director of Fisher Funds for 20 years before

retiring and selling the company in 2017. Carmel is also

a director of Barramundi, Marlin Global and Rembrandt

Suits. Carmel’s principal place of residence is Auckland.

Carmel was made a Companion of the New Zealand

Order of Merit in the 2019 New Years honours for her

services to the New Zealand finance industry.

Carmel was first appointed to the Kingfish board on 30

January 2004.

BOARD OF DIRECTORS

28

kingfish limited /

ANNUAL REPORT

2021

FOR THE YEAR ENDED 31 MARCH 2021 AND CURRENT AS AT THE DATE OF THIS ANNUAL REPORT
CORPORATE GOVERNANCE

STATEMENT

Kingfish’s board recognises the importance of good

corporate governance and is committed to ensuring that

the Company meets best practice governance principles

to the extent that they are appropriate for the nature of

the Kingfish operations. Strong corporate governance

practices encourage the creation of value for Kingfish

shareholders, while ensuring the highest standards of

ethical conduct and providing accountability and control

systems commensurate with the risks involved.

The board is responsible for establishing and

implementing the Company’s corporate governance

frameworks and is committed to fulfilling this role in

accordance with best practice having appropriate

regard to applicable laws, the NZX Corporate

Governance Code (“NZX Code”) and the Financial

Markets Authority Corporate Governance in New

Zealand - Principles and Guidelines. The board oversees

the management of Kingfish, with the day-to-day

portfolio and administrative management responsibilities

of Kingfish being delegated to Fisher Funds

Management Limited (“Fisher Funds” or “the Manager”).

Over the financial year ended 31 March 2021, Kingfish

was in compliance with the NZX Code, with the

exception of recommendations 4.31

1

and 5.32

2

for the

reasons explained below in the commentary regarding

the relevant NZX Code principles. The alternative

governance practices adopted in respect of those

matters have the approval of the board.

The corporate governance policies and procedures, and

board and committee charters, are regularly reviewed

by the board against the corporate governance

standards set by NZX, any regulatory changes and

developments in corporate governance practices.

The Kingfish constitution and each of the charters, codes

and policies referred to in this section are available on

the Kingfish website (www.kingfish.co.nz) under the

“About Kingfish” “Policies” section.

Principle 1 – Code of ethical behaviour

Directors should set high standards of ethical

behaviour, model this behaviour and hold

management accountable for these standards being

followed throughout the organisation.

CODE OF ETHICS & STANDARDS OF

PROFESSIONAL CONDUCT

Kingfish’s Code of Ethics & Standards of Professional

Conduct details the ethical and professional behavioural

standards required of the directors and those employees

of the Manager who work on Kingfish matters.

The Code of Ethics & Standards of Professional Conduct

covers a wide range of areas including: standards of

behaviour, conflicts of interest, proper use of Company

information and assets, compliance with laws and

policies, reporting concerns and receiving gifts.

Any person who becomes aware of a breach or

suspected breach of the Code of Ethics & Standards of

Professional Conduct is required to report it immediately

in accordance with the procedure set out in the Code of

Ethics & Standards of Professional Conduct.

Training on the Code of Ethics & Standards of

Professional Conduct is included as part of the

induction process for new directors and relevant

employees of the Manager.

The Code of Ethics & Standards of Professional Conduct

is also available on the Kingfish website for directors

and staff to access at any time.

SECURITIES TRADING POLICY

Kingfish’s Securities Trading Policy details the

restrictions on persons nominated by Kingfish (including

its directors and employees of the Manager who work

on Kingfish matters) (“Nominated Persons”) on trading

in Kingfish shares and other securities.

Nominated Persons, with the permission of the board

of Kingfish, may trade in Kingfish shares only during

the trading window commencing immediately after

Kingfish’s weekly disclosure of its net asset value on the

NZX Limited (“NZX”) market announcement platform

and ending at the close of trading two days following

the net asset value disclosure.

Nominated Persons may not trade in Kingfish shares

when they have price sensitive information that is not

publicly available.

The Securities Trading Policy is available on the Kingfish

website.

CONFLICTS OF INTEREST POLICY

The Conflicts of Interest Policy outlines the board’s

policy on conflicts of interest. The policy details the

process to be adopted for identifying conflicts of

interest and managing any such conflicts.

Principle 2 – Board composition and performance

To ensure an effective board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.

1

Kingfish does not have a formal environmental, social and governance (ESG) framework. However the Manager has a formal

ESG framework which governs its stock selection which the board is fully supportive of and committed to.

2

There is no CEO remuneration disclosure as Kingfish delegates its management personnel requirements to Fisher Funds pursuant

to an Administration Services Agreement.

29

kingfish limited /

ANNUAL REPORT

2021

BOARD CHARTER
Kingfish’s board operates under a written charter which

defines the respective functions and responsibilities of the

board, focusing on the values, principles and practices

that provide the corporate governance framework.

The board has overall responsibility for all decision

making within Kingfish. The board is responsible for the

direction and control of Kingfish and is accountable to

shareholders and others for Kingfish’s performance and

its compliance with the appropriate laws and standards.

The board has delegated the day-to-day management of

Kingfish to the Manager.

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

reports and plans from the Manager and through its

annual work programme.

Directors have access to key employees of the Manager

who are connected to the activities of Kingfish and can

request any information they consider necessary for

informed decision making.

The Board Charter is available on the Kingfish website.

NOMINATION AND APPOINTMENT OF

DIRECTORS

In accordance with Kingfish’s constitution and NZX

Listing Rules, a director must not hold office without

re-election past the third annual 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

meeting following his or her appointment. Procedures

for the appointment and removal of directors are

contained in Kingfish’s constitution and the Board

Charter. The Remuneration and Nominations Committee

is responsible for identifying and nominating candidates

to fill director vacancies for board approval.

WRITTEN AGREEMENT

Kingfish provides a letter of appointment to each

newly appointed director setting out the terms of their

appointment which they are required to sign. The letter

includes information regarding the board’s responsibilities,

expectations of directors and independence, expected

time commitments, indemnity and insurance provisions,

declaration of interests and confidentiality. New directors

are required to formally consent to act as a director.

DIRECTOR INFORMATION AND INDEPENDENCE

The board comprises four directors with diverse

backgrounds, skills, knowledge, experience and

perspectives. Information about each director,

including a profile of experience, length of service and

attendance at board meetings is available on page 28

of this Annual Report and also on the Kingfish website.

The board takes into account guidance provided

under the NZX Listing Rules and the factors specified

in the NZX Code in determining the independence

of directors. Director independence is considered

CORPORATE GOVERNANCE STATEMENT CONTINUED

annually. Directors have undertaken to inform the

board as soon as practicable if they think their status as

an independent director has or may have changed.

As at 31 March 2021, the board considers that Alistair

Ryan (Chair), Carol Campbell, Andy Coupe and

Carmel Fisher are independent directors and therefore

all of the board are independent directors.

Information in respect of directors’ ownership interests

is available on page 60.

DIVERSITY

Kingfish has a formal Diversity Policy. The board

views diversity as including but not being limited

to, skills, qualifications, experience, gender, race,

age, ethnicity and cultural background. The board

recognises that having a diverse board will enhance

effectiveness in key areas.

All appointments to the board are based on merit,

and include consideration of the board’s diversity

needs, including gender diversity. Under the Diversity

Policy, the principal measurable diversity objective is

to embed gender diversity as an active consideration

in all succession planning for board positions. The

board assesses annually both the objectives set out

in the Diversity Policy and the Company's progress in

achieving them. During the financial year to 31 March

2021, there were no appointments to the board.

The board’s gender composition as at the two most

recent annual balance dates was as follows:

NumberProportion

2021FemaleMaleFemaleMale

Directors2250%50%

NumberProportion

2020FemaleMaleFemaleMale

Directors2250%50%

The board believes that Kingfish has achieved the

objectives set out in its Diversity Policy for the year

ended 31 March 2021.

The Diversity Policy is available on the Kingfish website.

DIRECTOR TRAINING

All directors are responsible for ensuring they remain

current in understanding 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 DIRECTOR PERFORMANCE

The Remuneration and Nominations Committee

conducts a formal review of director, committee and

board performance annually. The review includes

an assessment whether appropriate training has

been received by directors. Appropriate strategies

for improvement are recommended to the board as

and when required. The Chair of the board also has

discussions with directors on individual performance.

30

kingsh limited /

ANNUAL REPORT

2021

INDEPENDENT CHAIR AND SEPARATION OF THE
CHAIR AND CHIEF EXECUTIVE

The Chair of the board is an independent director.

Kingfish delegates its management personnel

requirements to the Manager pursuant to an

Administration Services Agreement. The Chair of the

board is a different person to the Chief Executive of

the Manager.

Principle 3 – Board committees

The board should use committees where this will

enhance its effectiveness in key areas, while still

retaining board responsibility.

The board has three standing committees: the

Audit and Risk Committee, the Remuneration and

Nominations Committee and the Investment Committee.

Each committee operates under a charter approved

by the board. The charter of each committee is

reviewed annually.

DIRECTOR MEETING ATTENDANCE

A total of ten board meetings, two Audit and

Risk Committee meetings, one Remuneration and

Nominations Committee meeting and three Investment

Committee meetings were held in the 2021 financial

year. Director attendance at board meetings and

committee member attendance at committee meetings

is shown below.

DirectorBoard

Audit and

Risk

Committee

Remuneration

and

Nominations

Committee

Investment

Committee

Carol

Campbell

10/102/21/13/3

Andy

Coupe

10/102/21/13/3

Carmel

Fisher

10/102/21/13/3

Alistair

Ryan

10/102/21/13/3

During the financial year ended 31 March 2021 the

board of Kingfish responded to the impact of the

COVID-19 pandemic by holding additional meetings

with the Manager.

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 the Kingfish

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

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 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 year, the Audit and Risk Committee held private

sessions with the external auditor.

The Audit and Risk Committee currently comprises all

of the directors and is chaired by Carol Campbell.

The Audit and Risk Committee may invite the Corporate

Manager and/or other employees of the Manager and

such other persons, including the external auditor, to

attend meetings, as it considers necessary to provide

appropriate information and explanations.

REMUNERATION AND NOMINATIONS

COMMITTEE

The Remuneration and Nominations Committee

Charter sets out the objectives of the Remuneration

and Nominations Committee, which are to set and

review the level of directors’ remuneration, ensure

a formal rigorous and transparent procedure for

the appointment of new directors to the board

and evaluate the balance of skills, knowledge and

experience on the board. The Remuneration and

Nominations Committee also assesses the performance

of directors, the board and board committees.

The Remuneration and Nominations Committee

currently comprises all of the directors and is chaired

by Alistair Ryan.

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 the Kingfish website.

INVESTMENT COMMITTEE

The Investment Committee Charter sets out the objective

of the Investment Committee, which is to oversee the

investment management of Kingfish to ensure the

portfolio is managed in accordance with the investment

mandate and with the long-term performance

objectives of Kingfish. The Investment Committee

Charter is available on the Kingfish website.

31

kingsh limited /

ANNUAL REPORT

2021

The Investment Committee currently comprises all of the
directors and is chaired by Andy Coupe.

TAKEOVER RESPONSE PROTOCOLS

The board has adopted a formal Takeover Response

Protocol as an internal framework that sets out the process

to be followed if there is a takeover offer for Kingfish.

Principle 4 – Reporting and disclosure

The board should demand integrity in financial and

non-financial reporting, and in the timeliness and

balance of corporate disclosures.

CONTINUOUS DISCLOSURE

Kingfish is committed to promoting investor confidence

by providing complete and equal access to information

in accordance with the NZX Listing Rules. Kingfish

has a Continuous Disclosure Policy designed to ensure

this occurs and a copy of the policy is available on

the Kingfish website. The Corporate Manager is

responsible for overseeing and co-ordinating disclosure

to the exchange.

CHARTERS AND POLICIES

Kingfish’s key corporate governance documents,

including its Code of Ethics & Standards of Professional

Conduct, board and committee charters and other

policies, are available on the Kingfish website under

the “About Kingfish” “Policies” section.

FINANCIAL REPORTING

Kingfish believes its financial reporting is balanced,

clear and objective. Kingfish is committed to ensuring

integrity and timeliness in its financial and non-

financial reporting and ensuring the market and

shareholders are provided with an objective view on

the performance of the Company.

The Audit and Risk Committee oversees the quality

and integrity of external financial reporting, including

the accuracy, completeness and timeliness of financial

statements. The Audit and Risk Committee reviews

half-yearly and annual financial statements and

makes recommendations to the board concerning

accounting policies, areas of judgement, compliance

with accounting standards, stock exchange and legal

requirements and the results of the external audit.

As at 31 March 2021, Kingfish did not have a

formal environmental, social and governance (ESG)

framework. Kingfish considers that, given the nature

of its operations (as an investment company), it is not

appropriate to maintain an ESG framework due to the

lack of available metrics relevant to its business against

which it could report on such matters. Kingfish will

continue to assess the relevance of adopting an ESG

framework. However, the Manager has a formal ESG

framework which governs its stock selection, which the

board is fully supportive of and committed to.

In April 2021, the New Zealand Government

introduced a Bill to Parliament to mandate climate-

related financial disclosures. This new reporting

requirement will impact the reporting of most NZX

listed issuers, as well as large registered banks,

licensed insurers and managers of investment schemes.

The new legislation is based on the recommendations

of the Taskforce on Climate-related Financial

Disclosures (TCFD), which will bring the New Zealand

financial reporting regarding climate risk into line with

similar reporting requirements already being adopted

around the world. The board will determine the

appropriate climate risk reporting for Kingfish once the

legislative changes have been finalised.

Principle 5 – Remuneration

The remuneration of directors and executives should

be transparent, fair and reasonable.

DIRECTORS’ REMUNERATION

The 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 the Kingfish website.

Directors’ fees are determined by the board on the

recommendation of the Remuneration and Nominations

Committee within the aggregate amount approved

by shareholders. The current directors’ fee pool

limit of $157,500 (plus GST if any) was approved

by shareholder resolution at the 2018 Annual

Shareholders’ Meeting.

Each year, the Remuneration and Nominations

Committee reviews the level of directors’ fees. The

Remuneration and Nominations Committee considers

the skills, performance, experience and level of

responsibility of directors when undertaking the review,

and is authorised to obtain independent advice on

market conditions.

The following table sets out the remuneration received

by each director from Kingfish for the year ended 31

M arc h 2021.

Directors’ remuneration* for the 12 months ended

31 March 2021

A B Ryan (Chair)$50,000

(1)

C A Campbell$ 3 7, 5 0 0

(2)

R A Coupe$ 3 7, 5 0 0

(3)

C M Fisher$32,500

(4)

*excludes GST

(1)

$4,972 of this amount was applied to the purchase of

3,127 shares under the Kingfish Share Purchase Plan.

(Alistair Ryan holds in excess of the 50,000 share threshold

set out in the director Share Purchase Plan but has elected

to continue in the plan.)

(2)

Included in this total amount is $5,000 that Carol Campbell

receives as Chair of the Audit and Risk Committee. $3,727

of this amount was applied to the purchase of 2,344 shares

under the Kingfish Share Purchase Plan. (Carol Campbell

holds in excess of the 50,000 share threshold set out in the

director Share Purchase Plan but has elected to continue in

the plan).

CORPORATE GOVERNANCE STATEMENT CONTINUEDCORPORATE GOVERNANCE STATEMENT CONTINUED

32

kingfish limited /

ANNUAL REPORT

2021

(3)
Included in this total amount is $5,000 that Andy Coupe

receives as Chair of the Investment Committee. $3,727 of

this amount was applied to the purchase of 2,344 shares

under the Kingfish Share Purchase Plan.

(4)

Carmel Fisher is a substantial Kingfish shareholder and has

holdings in excess of the 50,000 share threshold set out in the

director Share Purchase Plan. (Details of director holdings can

be found in the Statutory Information section on page 60).

Details of remuneration paid to directors are also

disclosed in note 10 to the financial statements for the

financial year ended 31 March 2021. The directors’

fees disclosed in the financial statements include a

portion of non-recoverable GST expensed by Kingfish.

DIRECTORS’ SHAREHOLDING - SHARE PURCHASE

PLAN

A Share Purchase Plan was introduced by the board in

2012 which requires each director to allocate 10% of

their annual director’s fee to the purchase (on market)

of Kingfish shares. Once an individual director’s

shareholding reaches 50,000 shares, the director can

elect whether to continue with the plan. The intention of

the Share Purchase Plan is to further align the interests

of directors with those of shareholders.

OFFICER REMUNERATION

Kingfish delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement. For this reason,

Kingfish does not have a Chief Executive Officer and

it does not consider it appropriate to make disclosures

about remuneration for the Manager’s personnel

or include those personnel in the application of the

Company's remuneration policies. The fees paid to

Fisher Funds for administration services are set out

in note 10 to Kingfish’s financial statements for the

financial year ended 31 March 2021.

Principle 6 – Risk management

Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The board should regularly verify that

the issuer has appropriate processes that identify

and manage potential and material risks.

RISK MANAGEMENT FRAMEWORK

The board has overall responsibility for Kingfish’s system

of risk management and internal control. Kingfish has

in place policies and procedures to identify areas of

significant business risk and implements procedures to

manage those risks effectively.

Key risk management tools used by Kingfish include

the Audit and Risk Committee function, outsourcing of

certain functions to service providers, internal controls,

financial and compliance reporting procedures and

processes and business continuity planning. Kingfish also

maintains insurance policies that it considers adequate

to meet its insurable risks.

The board is actively involved in tracking the

development of existing risks and the emergence of new

risks to Kingfish’s business. The Audit and Risk Committee

and board receive regular reports on the operation of

risk management policies and procedures. Significant

risks are discussed at each board meeting, and/or as

required.

In addition to Kingfish’s policies and procedures in place

to manage business risks, the Manager has its own

comprehensive risk management policy. The board is

informed of any changes to the Manager's policy.

The spread of Covid-19 has impacted economies

around the globe. In many countries, businesses have

been forced to cease or limit operations for extended

or indefinite periods of time. Global stock markets have

experienced greater than normal volatility and there was

significant market weakness during the early stages of

the pandemic.

During the financial year ended 31 March 2021,

the board of Kingfish responded to the impact of the

Covid-19 pandemic by holding additional meetings

with the Manager to ensure that appropriate risk

management processes and procedures, including

the rigorous application of the STEEPP process, were

being maintained to. The application of the STEEPP

process ensures stock selection, de-selection and the

in-depth testing of the stock assessment processes.

These additional meetings enabled the board to closely

oversee the portfolio management process undertaken

by the Manager as part of their mandated approach.

During the period of the initial first New Zealand

lockdown, when there was significant volatility in

the NZX, Kingfish increased its usual weekly NAV

reporting from once per week on Thursdays, to twice

per week, with the NAVs published on both Mondays

and Thursdays. Kingfish reverted to once per week NAV

reporting from mid-May 2020.

The duration and overall impact of the Covid-19

pandemic, as well as the effectiveness of government

and central bank responses, remains unclear at this

time. As such, it is not possible to reliably estimate the

duration and severity of these consequences, as well

as their impact on the financial position and results of

Kingfish for future periods.

The preparation of Kingfish's financial statements for the

financial year ended 31 March 2021 has not required

the addition of any new judgements or estimates.

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.

33

kingfish limited /

ANNUAL REPORT

2021

Kingfish’s Audit and Risk Committee makes
recommendations to the board on the appointment

of the external auditor. The Audit and Risk Committee

monitors the independence and effectiveness of

the external auditor and approves and reviews any

non-audit services performed by the external auditor.

An External Auditor Independence Policy, which

documents the framework of Kingfish’s relationship with

its external auditor, was adopted in May 2018. This

policy includes procedures:

a. to sustain communication with Kingfish’s external

auditor;

b. to ensure that the ability of the external auditor to

carry out its statutory audit role is not impaired, or

could reasonably be perceived to be impaired;

c. to address what, if any, services (whether by type

or level) other than their statutory audit roles may be

provided by the external auditor to Kingfish; and

d. to provide for the monitoring and approval by the

Audit and Risk Committee of any service provided

by the external auditor to Kingfish other than in their

statutory audit role.

The Audit and Risk Committee meets with the external

auditor, without management present, to approve their

terms of engagement, audit partner rotation (at least

every five years) and audit fee, and to review and

provide feedback in respect of the annual audit plan.

The Audit and Risk Committee holds private sessions

with the external auditor.

Kingfish’s current external auditor,

PricewaterhouseCoopers (“PwC”), was appointed by

shareholders at the 2007 annual meeting in accordance

with the provisions of the Companies Act 1993. PwC

is automatically reappointed as auditor under Part

11, Section 207T of the Companies Act at the Annual

Shareholders' Meeting, except in limited circumstances.

The Audit and Risk Committee has assessed PwC to be

independent and confirmed that the non-audit services

provided in relation to confirming the amounts used in

the performance fee calculation have not compromised

PwC’s independence. Written confirmation of PwC’s

independence has been obtained by the board.

PwC, as external auditor of the 2021 financial

statements, will attend this year’s Annual Shareholders'

Meeting and will be available to answer questions

about the conduct of the audit, preparation and content

of the auditor’s report, accounting policies adopted

by Kingfish and their independence in relation to the

conduct of the audit.

Kingfish does not have an internal audit function,

however the Company regularly reviews all areas of

risk management and focuses on all operating and

compliance risk obligations. Kingfish delegates day-to-

day management responsibilities to the Manager and

the Corporate Manager is responsible for managing

operational and compliance risks across Kingfish’s

business and reporting on those matters to the board

as needed.

Principle 8 – Shareholder rights and relations

The board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the issuer.

INFORMATION FOR SHAREHOLDERS

The board recognises the importance of providing

shareholders comprehensive, timely and equal access

to information about its activities. The board aims to

ensure that shareholders have available to them all

information necessary to assess Kingfish’s performance.

Kingfish’s website, www.kingfish.co.nz, provides

information to shareholders and investors about the

Company. Kingfish’s ‘Investor Centre’ part of its website

contains a range of information including periodic and

continuous disclosures to NZX, half year and annual

reports and content related to the Annual Shareholders’

Meeting. The website also contains information about

Kingfish’s directors, copies of key corporate governance

documents and general company information.

The board recognises that other stakeholders may

have an interest in Kingfish’s activities. While there are

no specific stakeholders’ interests that are currently

identifiable, Kingfish will continue to review policies in

consideration of future interests.

COMMUNICATING WITH SHAREHOLDERS

Kingfish communicates regularly with its shareholders

through its monthly and quarterly updates. The

Company receives questions from shareholders from

time to time, and has processes in place to ensure

shareholder communications are responded to within

a reasonable timeframe. The Company’s website

sets out Kingfish’s appropriate contact details for

communications from shareholders. Kingfish also

provides options for shareholders to receive and send

communications by post or electronically.

SHAREHOLDER VOTING RIGHTS

When required by the Companies Act 1993, Kingfish’s

Constitution and the NZX Listing Rules, Kingfish will

refer decisions to shareholders for approval. Kingfish’s

policy is to conduct voting at its shareholder meetings

by way of poll and on the basis of one share, one vote.

NOTICE OF ANNUAL MEETING

The 2021 Kingfish Notice of Annual Meeting will be sent

to shareholders at least 10 working days prior to the

meeting and will be published on the Kingfish website.

Subject to any Covid-19 restrictions which prevent the

Company from holding a physical meeting, this year’s

meeting will be held at 10.30am on 6 August 2021, at

the Ellerslie Event Centre in Auckland. Full participation of

shareholders is encouraged at the Shareholders' Annual

Meeting and shareholders are encouraged to submit

questions in writing prior to the meeting.

CORPORATE GOVERNANCE STATEMENT CONTINUED

34

kingfish limited /

ANNUAL REPORT

2021

CORPORATE GOVERNANCE STATEMENT CONTINUED
MANAGEMENT AGREEMENT RENEWAL

The Management Agreement between Kingfish and

Fisher Funds is subject to renewal every five years.

The Management Agreement is next subject to

renewal in 2024.

NZX WAIVERS

Kingfish outsources all investment management

functions and administration services to the Manager

under the Management Agreement entered into when

Kingfish first listed. The Management Agreement has

been amended to reflect the evolving relationship

between Kingfish and the Manager, with such

amendments being largely administrative. Since

December 2014, administration services previously

provided for in the Management Agreement have

been recorded in a separate Administration Services

Agreement. The rationale for this change was to create

efficiencies for Kingfish across staff utilisation and

costs. There was no substantive change to the nature or

scope of services or the actual costs payable.

Kingfish was granted a waiver by NZX Regulation

on 30 May 2017 from (pre 1 January 2019)

NZX Listing Rule 9.2.1 so that it is not required to

obtain shareholder approval for the entry into the

Administration Services Agreement and specific

amendments to the Management Agreement. The

waiver is provided on the conditions specified in

paragraph 2 of the waiver decision, which is available

on the Kingfish website: www.kingfish.co.nz/investor-

centre/market-announcements/.

CAPITAL RAISINGS

Kingfish Warrant Issue (KFLWF)

On 12 March 2021, Kingfish warrant holders had the

option to convert their warrants into Kingfish shares at

an exercise price of $1.51 per warrant. On the same

day, Kingfish shares were trading on-market at $1.90,

a 26% premium to the exercise price.

Warrant holders took advantage of this discount, with

56,285,634 warrants out of a possible 61,578,083

warrants (91.4%) being converted into Kingfish shares.

The new shares were allotted to warrant holders on 17

March 2021. All new shares have the same rights as

current Kingfish shares, including participating in the

Company’s quarterly dividend policy.

The remaining 5,292,449 warrants which were not

exercised lapsed, and all rights in regards to them

expired.

The majority of the additional funds raised through

the conversion of warrants was invested during March

2021 in Kingfish’s investment portfolio of stocks, in

similar proportions to the existing portfolio.

35

kingsh limited /

ANNUAL REPORT

2021

FOR THE YEAR ENDED 31 MARCH 2021
We present the financial statements for Kingfish Limited for the year ended 31 March 2021.

We have ensured that the financial statements for Kingfish Limited present fairly the financial position of the

Company as at 31 March 2021 and its financial performance and cash flows for the year ended on that date.

We have ensured that the accounting policies used by the Company comply with generally accepted

accounting practice in New Zealand and believe that proper accounting records have been kept. We have

ensured compliance of the financial statements with the Financial Markets Conduct Act 2013.

We also consider that adequate controls are in place to safeguard the Company’s assets and to prevent and

detect fraud and other irregularities.

The Kingfish board authorised these financial statements for issue on 27 May 2021.


Alistair Ryan Carmel Fisher


Carol Campbell Andy Coupe

DIRECTORS’ STATEMENT

OF RESPONSIBILITY

36

kingfish limited /

ANNUAL REPORT

2021

FINANCIAL
STATEMENTS CONTENTS

38Statement of Comprehensive Income

39Statement of Changes in Equity

40Statement of Financial Position

41Statement of Cash Flows

42Notes to the Financial Statements

37

kingfish limited /

ANNUAL REPORT

2021

Notes
2021

$000

2020

$000

Interest income 49 292

Dividend income 5, 410 5,834

Net changes in fair value of investments 2 150,504 1, 575

Other income 3 28

Total net income 155,96 6 7, 7 2 9

Operating expenses3 13,233 5,957

Operating profit before tax 142,733 1,772

Total tax expense4 20 30

Net operating profit after tax attributable to shareholders 142, 713 1, 74 2

Total comprehensive income after tax attributable to shareholders 142, 713 1, 74 2

Basic earnings per share6 56.28c 0.75c

Diluted earnings per share6 54.65c 0.75c

The accompanying notes form an integral part of these financial statements.

FOR THE YEAR ENDED 31 MARCH 2021

STATEMENT OF COMPREHENSIVE INCOME

KINGFISH LIMITED

38

kingfish limited /

ANNUAL REPORT

2021

Attributable to shareholders of the Company
Notes



Share

Capital

$000

Performance

Fee Reserve

$000

Retained

Earnings

$000

Total

Equity

$000

Balance at 31 March 2019 214,296 2,043 94,282 310,621

Comprehensive income

Net operating profit after tax 0 0 1, 74 2 1, 74 2

Other comprehensive income 0 0 0 0

Total comprehensive income for the year ended 31 March 2020 0 0 1, 74 2 1, 74 2

Transactions with shareholders

Dividends paid5 0 0 ( 2 9, 4 74 ) ( 2 9, 4 74 )

Share buybacks5 (681) 0 0 (681)

Shares issued from treasury stock under dividend

reinvestment plan5 600 0 0 600

New shares issued under dividend reinvestment plan5 10,358 0 0 10,358

Shares issued for warrants exercised5 52,247 0 0 52,247

Prior year Manager's performance fee settled with

ordinary shares 1,898 (1,9 07 ) 0 (9)

Prior year Manager's performance fee settled with

treasury stock 136 (136) 0 0

Total transactions with shareholders for

the year ended 31 March 2020 64,558 (2,043) ( 2 9, 4 74 ) 33,041

Balance at 31 March 2020 278,854 0 66,550 345,404

Comprehensive income

Net operating profit after tax 0 0 142,713 142,713

Other comprehensive income 0 0 0 0

Total comprehensive income for the year ended 31 March 2021 0 0 142, 713 142, 713

Transactions with shareholders

Dividends paid5 0 0 (33,895) (33,895)

New shares issued under dividend reinvestment plan5 12, 402 0 0 12, 402

Shares issued for warrants exercised5 84,823 0 0 84,823

Total transactions with shareholders for the year ended 31 March 2021 9 7, 2 2 5 0 (33,895) 63,330

Balance at 31 March 2021 376,079 0 175,368 5 51, 4 4 7

The accompanying notes form an integral part of these financial statements.

FOR THE YEAR ENDED 31 MARCH 2021

STATEMENT OF CHANGES IN EQUITY

KINGFISH LIMITED

39

kingfish limited /

ANNUAL REPORT

2021

Notes
2021

$000

2020

$000

SHAREHOLDERS' EQUITY 5 51, 4 4 7 345,404

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 9 33,528 18,493

Trade and other receivables 7 369 2,387

Investments at fair value through profit or loss 2 526,523 324,953

Total Current Assets 560,420 345,833

TOTAL ASSETS 560,420 345,833

LIABILITIES

Current Liabilities

Trade and other payables 8 8,973 429

Total Current Liabilities 8,973 429

TOTAL LIABILITIES 8,973 429

NET ASSETS 5 51, 4 4 7 345,404

These financial statements have been authorised for issue for and on behalf of the Board by:


A B Ryan / Chair C A Campbell / Chair of the Audit and Risk Committee

27 May 2021 27 May 2021

The accompanying notes form an integral part of these financial statements.

AS AT 31 MARCH 2021

STATEMENT OF FINANCIAL POSITION

KINGFISH LIMITED

40

kingfish limited /

ANNUAL REPORT

2021

FOR THE YEAR ENDED 31 MARCH 2021
Notes

2021

$000

2020

$000

Operating Activities

Sale of listed equity investments 81, 493 9 7, 9 6 3

Interest received 49 292

Dividends received 5,612 6,296

Other income received 1 27

Purchase of listed equity investments (129,235) (13 0,18 6)

Operating expenses (6,195) ( 8,191)

Taxes paid (20) (30)

Net cash outflows from operating activities9 (48,295) (33,829)

Financing Activities

Proceeds from warrants exercised 84,823 52,247

Share buybacks 0 (683)

Dividends paid (net of dividends reinvested) (21, 493) (18,516)

Net cash inflows from financing activities 63,330 33,048

Net increase/(decrease) in cash and cash equivalents held 15,035 (781)

Cash and cash equivalents at beginning of the year 18,493 19, 2 74

Cash and cash equivalents at end of the year9 33,528 18, 493

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CASH FLOWS

KINGFISH LIMITED

41

kingfish limited /

ANNUAL REPORT

2021

FOR THE YEAR ENDED 31 MARCH 2021
NOTES TO THE FINANCIAL STATEMENTS

KINGFISH LIMITED

NOTE 1 BASIS OF ACCOUNTING

Reporting Entity

Kingfish Limited ("Kingfish" or "the Company") is listed on the NZX Main Board, is registered in New

Zealand under the Companies Act 1993 and is an FMC Reporting Entity under the Financial Markets

Conduct Act 2013.

The Company’s registered office is Level 1, 67-73 Hurstmere Road, Takapuna, Auckland.

Basis of Preparation

These financial statements have been prepared in accordance with the requirements of Part 7 of

the Financial Markets Conduct Act 2013, the NZX Main Board listing rules and New Zealand

Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents

to International Financial Reporting Standards (NZ IFRS) as appropriate for profit entities, and

International Financial Reporting Standards (IFRS).

The financial statements have been prepared on the historical cost basis, except for investment assets

at fairvalue 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.

The operating expenses include GST where it is charged by other parties as it cannot be reclaimed.

The impact of COVID-19 on the Company's financial statements was considered and, other than

the impact of the post COVID-19 recovery on investment fair value gains, there have been no other

impacts on the Company's financial reporting.

Accounting Policies

Accounting policies that summarise the recognition and measurement basis used and are relevant

to an understanding of the financial statements, are provided throughout the notes to the financial

statements and are designated by a

symbol.

The accounting policies adopted have been consistently applied to all years presented, unless

otherwise stated.

There are no new accounting standards, amendments to standards and interpretations that have a

material impact on these financial statements. The same applies for any new standards, amendments

to standards and interpretations that have been issued but are not yet effective.

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

statement. There were no material estimates or assumptions required in the preparation of these

financial statements.

Authorisation of Financial Statements

The Kingfish Board of Directors authorised these financial statements for issue on 27 May 2021.

No party may change these financial statements after their issue.

42

kingfish limited /

ANNUAL REPORT

2021

NOTE 2 INVESTMENTS
j

Given that the investment portfolio is managed, and performance is evaluated, on a fair value

basis in accordance with a documented investment strategy, Kingfish has classified all its

investments at fair value through profit or loss.

Investments are initially recognised at fair value and are subsequently revalued to reflect changes

in fair value. Net changes in the fair value of investments are recognised in the Statement of

Comprehensive Income.

Investments at fair value through profit or loss comprise New Zealand listed equity investment

assets.

All purchases and sales of investments are recognised at trade date, which is the date the

Company commits to purchase or sell the investment and transaction costs are expensed as

incurred. When an investment is sold, any gain or loss arising on the sale is included in the

Statement of Comprehensive Income. Realised gains or losses are calculated as the difference

between the sale proceeds and the carrying amount of the item.

The fair value of listed equity investments traded in active markets are based on last sale prices

at balance date, except where the last sale price falls outside the bid-ask spread for a particular

investment, in which case the bid price will be used to value the investment.

Dividend income from investments is recognised in the Statement of Comprehensive Income when

the Company's right to receive payments is established (ex-dividend date).

Investments recognised at fair value are categorised according to a fair value hierarchy that shows

the extent of judgement used in determining their fair value. Where unadjusted quoted prices are

used, the investments are categorised as Level 1. When inputs derived from quoted prices are

used, the investments are categorised as Level 2. If significant inputs are not based on observable

market data, they are categorised as Level 3.

j

All listed equity investments held by Kingfish are categorised as Level 1. There have been no

transfers between levels of the fair value hierarchy during the year (2020: none).

There were no financial instruments classified as Level 2 or 3 at 31 March 2021 (2020: none).

43

kingsh limited /

ANNUAL REPORT

2021

NOTE 3 OPERATING EXPENSES
2021

$000

2020

$000

Management fees (note 10) 5,671 4,671

Performance fees (note 10) 6,291 0

Administration services (note 10) 159 159

Directors' fees (note 10) 176 174

Custody, accounting and brokerage 594 612

Investor relations and communications 150 136

NZX fees 64 55

Professional fees 19 50

Fees paid to the auditor:

Statutory audit and review of financial statements 41 40

Non assurance services

1

3 0

Other operating expenses 65 60

Total operating expenses 13,233 5,957

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 4 TAXATION

Kingfish is a Portfolio Investment Entity ("PIE") for tax purposes.

Taxation expense comprises both current and deferred tax. Current tax is the expected tax

payable on the taxable income for the year, using tax rates enacted or substantively enacted at

balance date, and any adjustment to tax payable in respect of previous years. Current tax for

current and prior periods is recognised as a liability or asset to the extent that it is unpaid (or

refundable). Deferred tax (if any) is recognised as the difference between the carrying amounts

of assets and liabilities in the financial statements and the amounts used for taxation purposes. A

deferred tax asset is only recognised to the extent it is probable it will be utilised.

j

A deferred tax asset of $11,943,247, resulting from tax losses of $42,138,868, at 31 March

2021 (2020: tax asset of $8,813,609, tax losses of $31,235,101) has not been recognised, as

the tax structure of the Company is unlikely to lead to the utilisation of a deferred tax asset. This

unrecognised deferred tax asset is reviewed annually.

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

44

kingsh limited /

ANNUAL REPORT

2021

NOTE 4 TAXATION CONTINUED
Taxation expense is determined as follows:

2021

$000

2020

$000

Operating profit before tax 142,733 1,772

Non-taxable realised gain on investments (24,14 6) (33,427)

Non-taxable unrealised (gain)/loss on investments (126,351) 31,879

Imputation credits 1, 49 9 1,696

Non-deductible expenditure 513 554

Taxable (loss)/income (5,752) 2, 4 74

Tax at 28% (1, 611) 693

Imputation credits (1, 49 9) (1,696)

Deferred tax not recognised 3,13 0 1,033

Total tax expense2030

Taxation expense comprises:

Current tax 20 30

20 30

Current tax balance

Opening balance 0 0

Current tax expense (20) (30)

Tax paid 20 30

Current tax receivable 0 0

Imputation credits

The imputation credits available for subsequent reporting periods total $226,561 (2020: $237,774).

This amount represents the balance of the imputation credit account at the end of the reporting

period, adjusted for imputation credits that will arise from the receipt of dividends recognised as a

receivable at 31 March 2021.

NOTE 5 SHAREHOLDERS' EQUITY

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.

45

kingsh limited /

ANNUAL REPORT

2021

Kingfish has 312,037,141 fully paid ordinary shares on issue (2020: 248,587,907). All ordinary
shares are classified as equity, rank equally and have no par value. All shares carry an entitlement

to dividends and one vote is attached to each fully paid ordinary share.

Buybacks

Kingfish maintains an ongoing share buyback programme. For the year ended 31 March 2021,

Kingfish did not acquire any shares (2020: 472,965 shares to the value of $680,614) under the

programme which allows up to 5% of the ordinary shares on issue (as at the date 12 months prior to

the acquisition) to be acquired. Shares acquired under the buyback programme are held as treasury

stock and subsequently reissued to shareholders under the dividend reinvestment plan. There were no

shares held as treasury stock at balance date (2020: nil).

Warrants

On 9 March 2020, 61,578,083 new Kingfish warrants were allotted and quoted on the NZX Main

Board. One new warrant was issued to all eligible shareholders for every four shares held on record

date (6 March 2020). On 12 March 2021, 56,285,634 warrants valued at $84,991,307, less

issue costs of $167,824 (net $84,823,483), were exercised at $1.51 per warrant and the remaining

5,292,449 warrants lapsed.

On 12 July 2019, 41,889,557 warrants valued at $52,361,927, less issue costs of $115,176 (net

$52,246,751), were exercised at $1.25 per warrant and the remaining 6,478,976 warrants lapsed.

Dividends

Dividend distributions to the Company's shareholders are recognised as a liability in the financial

statements in the period in which the dividends are declared by the Kingfish board.

Kingfish has a distribution policy where 2% of average NAV is distributed each quarter. Dividends

paid during the year comprised:

2021

$000

Cents per

share

2020

$000

Cents per

share

26 Jun 2020 7, 6 0 7 3.0627 Jun 2019 6 ,114 3.07

25 Sep 2020 8,139 3.2526 S ep 2019 7,827 3.23

18 Dec 2020 8,729 3.4619 De c 2019 7, 5 5 3 3.09

26 Mar 2021 9, 42 0 3.7127 Mar 2020 7,980 3.24

33,895 13. 4 8 2 9, 4 74 12.6 3


Dividend Reinvestment Plan

Kingfish has a dividend reinvestment plan which provides ordinary shareholders with the option to

reinvest all or part of any cash dividends in fully paid ordinary shares at a 3% discount to the five-

day volume weighted average share price from the date the shares trade ex-entitlement. During the

year ended 31 March 2021, 7,163,600 ordinary shares totalling $12,401,697 (2020: 7,872,492

ordinary shares totalling $10,957,572) were issued in relation to the plan for the quarterly dividends

paid. To participate in the dividend reinvestment plan, a completed participation notice must be

received by Kingfish before the next record date.

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

46

kingfish limited /

ANNUAL REPORT

2021

NOTE 6 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the

Company by the weighted average number of ordinary shares on issue during the year. Diluted

earnings per share assumes conversion of all dilutive potential ordinary shares in determining the

denominator. Potential ordinary shares include outstanding warrants.

Basic earnings per share

2021

$000

2020

$000

Profit attributable to shareholders of the Company ($'000) 142,713 1, 74 2

Weighted average number of ordinary shares on issue net of

treasury stock ('000) 253,583 231,182

Basic earnings per share 56.28c 0.75c

Diluted earnings per share

Profit attributable to shareholders of the Company ($'000) 142,713 1, 74 2

Weighted average number of ordinary shares on issue net of

treasury stock ('000) 253,583 231,182

Diluted effect of warrants ('000) 7, 5 7 0 1, 796

261,153 232,978

Diluted earnings per share 54.65c 0.75c

47

kingsh limited /

ANNUAL REPORT

2021

NOTE 7 TRADE AND OTHER RECEIVABLES
Trade and other receivables are classified as financial assets at amortised cost and are initially

recognised at fair value, and subsequently measured at amortised cost less any provision for

impairment. Receivables are assessed on a case-by-case basis for impairment.

j

The trade and other receivables' carrying values are a reasonable approximation of fair value.

2021

$000

2020

$000

Dividends receivable 327 529

Unsettled investment sales 0 1,837

Other receivables 42 21

Total trade and other receivables 369 2,387

NOTE 8 TRADE AND OTHER PAYABLES

Trade and other payables are classified as other financial liabilities and are initially recognised at

fair value, and subsequently measured at amortised cost.

j

The trade and other payables' carrying values are a reasonable approximation of fair value.

2021

$000

2020

$000

Related party payable (note 10) 7, 3 4 5 388

Unsettled investment purchases 1, 487 0

Other payables and accruals 141 41

Total trade and other payables 8,973 429

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

48

kingsh limited /

ANNUAL REPORT

2021

NOTE 9 CASH AND CASH FLOW RECONCILIATION
Cash and Cash Equivalents

Cash and cash equivalents are classified as financial assets at amortised cost and comprise cash

on deposit at banks and short-term money market deposits.

2021

$000

2020

$000

Cash - New Zealand 33,528 18,493

Cash and Cash Equivalents 33,528 18, 493

Reconciliation of Net Operating Profit after Tax to Net Cash Flows

from Operating Activities

Net operating profit after tax 142, 713 1, 74 2

Items not involving cash flows

Unrealised (gains)/losses on revaluation of investments (126,351) 31,879)

(126, 3 51) 31, 879

Impact of changes in working capital items

Increase/(decrease) in trade and other payables 8,544 (2, 581)

Decrease in trade and other receivables 2,018 10,423

10,562 7, 8 4 2

Items relating to investments

Amount paid for purchases of investments (129,235) (13 0,18 6)

Amount received from sales of investments 81, 493 9 7, 9 6 3

Realised gains on investments (24,153) (33,454)

(Increase)/decrease in unsettled purchases of investments (1, 487 ) 334

Decrease in unsettled sales of investments (1,837 ) ( 9,941)

(75,219) (75,284)

Other

Increase in share buybacks payable 0 2

Expenses in relation to prior year's performance fee settled by issue of

shares 0 (10)

0 (8)

Net cash outflows from operating activities (48,295) (33,829)

49

kingsh limited /

ANNUAL REPORT

2021

NOTE 10 RELATED PARTY INFORMATION
Parties are considered to be related if one party has the ability to control or exercise significant

influence over the other party in making financial or operational decisions.

Transactions with related parties

Transactions with related parties The Manager of Kingfish is Fisher Funds Management Limited

("Fisher Funds" or "the Manager"). Fisher Funds is a related party by virtue of the Management

Agreement. In return for the performance of its duties as Manager, Fisher Funds is paid the

following fees:

(i) Management fee: 1.25% (plus GST) per annum of the gross asset value, calculated weekly

and payable monthly in arrears. The fee reduces if the Manager underperforms, thereby aligning

the Manager's interests with those of the Kingfish shareholders. For every 1% underperformance

(relative to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is

reduced by 0.1%, subject to a minimum 0.75% per annum management fee.

(ii) Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST of excess

returns over and above the performance fee hurdle return (being the change in the NZ 90 Day

Bank Bill Index plus 7%) subject to achieving the High Water Mark ("HWM"). The total performance

fee amount is subject to a cap of 1.25% of the adjusted net asset value (prior to performance fees)

and is settled fully in cash.

The HWM is the dollar amount by which the net asset value per share exceeds the highest net asset

value per share (after adjustment for capital changes and distributions) at the end of any previous

calculation period in which a performance fee was payable, multiplied by the number of shares at

the end of the period.

In accordance with the terms of the Management Agreement, when a performance fee is earned, it

is paid within 60 days of the balance date.

Performance fees paid to the Manager are recognised as an expense in the Statement of

Comprehensive Income and are treated in line with a typical operating expense.

For the year ended 31 March 2021, excess returns of $125,658,709 were generated (31 March

2020: no excess returns were generated) and the net asset value per share before the deduction

of a performance fee was $1.79 (2020: $1.39), which exceeded the HWM after adjustment for

capital changes and distributions of $1.26 (2020: $1.37). Accordingly, the Company has expensed

a capped performance fee of $6,290,731 in the Statement of Comprehensive Income for the year

ended 31 March 2021 (2020: no performance fee was expensed).

(iii) Administration fee: Fisher Funds provides corporate administration services and a fee is payable

monthly in arrears.

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

50

kingsh limited /

ANNUAL REPORT

2021

NOTE 10 RELATED PARTY INFORMATION CONTINUED
Fees earned, accrued and payable:

2021

$000

2020

$000

Fees earned by and accrued to the Manager

for the year ending 31 March

Management fees 5,671 4,671

Performance fees 6,291 0

Administration services 159 159

Total fees earned by and accrued to the Manager 12,121 4,830

Fees payable to the Manager at 31 March

Management fees 1,028 375

Performance fees 6,291 0

Administration services 26 13

Total amount payable to the Manager 7, 3 4 5 388

Investment transactions with related parties

Off-market transactions between Kingfish and other funds managed by Fisher Funds take place for

the purposes of rebalancing portfolios without incurring brokerage costs. These transactions are

conducted after the market has closed at last sale price (on an arm’s length basis). Purchases for

the year ended 31 March 2021 totalled $nil (2020: $1,816,526) and no sales were made (2020:

$ 76 7, 5 61 ) .

Directors

The directors of Kingfish are the only key management personnel and they are paid a fee for their

services. The directors' fee pool is $157,500 (plus GST, if any) per annum (2020: $157,500). The

amount paid to directors (inclusive of GST for three directors) is disclosed in note 3 under directors'

fees (all directors earn a director's fee).

The directors or their associates also held shares in the Company at 31 March 2021 and warrants

during the year. The table below shows a reconciliation of opening and closing share holdings and

warrant holdings for all directors or their associates:

2021

$000

2020

$000

Opening market value of shares held by directors or their associates 14,464 6,734

Plus shares issued for warrants exercised 4,232 1, 557

Plus other share purchases 61 6,872

Plus share price movements 7, 9 3 7 (699)

Closing market value of shares held by directors or their associates 26,694 14, 464

Opening market value of warrants held by directors or their associates 84 75

Plus new warrants issued and price movements 785 184

Less warrants exercised (869) (175)

Closing market value of warrants held by directors or their associates 0 84

Dividends of $1,513,160 (2020: $1,224,783) were also received by directors or their associates as

a result of their shareholding.

51

kingsh limited /

ANNUAL REPORT

2021

NOTE 11 FINANCIAL RISK MANAGEMENT
The Company is subject to a number of financial risks which arise as a result of its investment

activities, including market risk, credit risk and liquidity risk.

The Management Agreement between Kingfish and Fisher Funds details permitted investments.

Financial instruments currently recognised in the financial statements also comprise cash and cash

equivalents, trade and other receivables and trade and other payables.

Market Risk

All equity investments present a risk of loss of capital, often due to factors beyond the Company's

control such as competition, regulatory changes, commodity price changes and changes in general

economic climates domestically and internationally. The Manager moderates this risk through

careful stock selection, diversification and daily monitoring of the market positions. For corporate

governance purposes there is also regular reporting to the Board of Directors. In addition, the

Manager has to meet the criteria of authorised investments within the prudential limits defined in the

Management Agreement.

The maximum market risk resulting from financial instruments is determined as their fair value.

Price Risk

Price risk is the risk of gains or losses from changes in the market price of investments. The Company

is exposed to the risk of fluctuations in the underlying value of its listed portfolio companies. The

following companies individually comprise more than 10% of Kingfish’s total assets at 31 March

2021, and therefore fluctuations in the value of these portfolio companies will have a greater impact

on the overall investments balance.

2021 2020

Mainfreight Limited18%16%

Fisher and Paykel Healthcare Corporation Limited16%19%

Infratil Limited14%10%

Interest Rate Risk

Interest rate risk is the risk of movements in local interest rates. The Company is exposed to the risk

of gains or losses or changes in interest income from movements in local interest rates. There is no

hedge against the risk of movements in interest rates.

The Company may use short-term fixed rate borrowings to fund investment opportunities. There were

no borrowings at 31 March 2021 (2020: nil).

Currency Risk

Currency risk is the risk that the fair value or future cash flows of an investment will fluctuate because

of changes in foreign exchange rates. The Company generally holds assets denominated in New

Zealand dollars and is therefore not directly exposed to currency risk. The portfolio companies that

Kingfish invests in may be affected by currency risk that may impact on the market value of the

underlying portfolio company.

FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

52

kingsh limited /

ANNUAL REPORT

2021

NOTE 11 FINANCIAL RISK MANAGEMENT CONTINUED
Sensitivity Analysis

The table below summarises the impact on net operating profit after tax and shareholders' equity to

reasonably possible changes in the carrying value of financial instruments to market risk exposure at

31 March as follows:

2021

$000

2020

$000

Price risk

1

Investments at fair value

through profit or loss

(listed) Carrying value 526,523 324,953

Impact of a 20% change in market prices: +/- 105,305 64,991

Interest rate risk

2

Cash and cash

equivalents Carrying value 33,528 18,493

Impact of a 1% change in interest rates: +/- 335 185

1

A variable of 20% is considered appropriate for market price risk sensitivity analysis based on historical price

movements.

2

A variable of 1% was selected as this is a reasonably expected movement based on historical volatility. The

percentage movement for the interest rate sensitivity relates to an absolute change in interest rate rather than a

percentage change in interest rate.


Credit Risk

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial

loss to the Company. In the normal course of its business, the Company is exposed to credit risk from

transactions with its counterparties.

Listed securities are held by an independent custodian, Trustees Executors Limited. All transactions in

listed securities are paid for on delivery according to standard settlement instructions and are normally

settled within three business days. Dividends receivables are due from listed New Zealand companies

and are normally settled within a month after the Ex-Dividend date.

The Company measures credit risk and expected credit losses using probability of default, exposure

at default and loss given default. Management considers both historical analysis and forward looking

information in determining any expected credit loss. At balance date, cash at bank was held with

counterparties with a credit rating of S&P AA- or equivalent. Trade and other receivables are normally

settled within three business days. Management considers the probability of default to be close to zero

as the counterparties have a strong capacity to meet their contractual obligations in the near term. As

a result, no loss allowance has been recognised based on 12 month expected credit losses as any such

impairment would be wholly insignificant to the Company.

The maximum credit risk of financial assets is deemed to be their carrying amount as reported in the

Statement of Financial Position.

Other than cash at bank, short term unsettled trades and dividends receivable, there are no significant

concentrations of credit risk. The Company does not expect non-performance by counterparties,

therefore no collateral or security is required.

Liquidity Risk

Liquidity risk is the risk that the assets held by the Company cannot readily be converted to cash in

order to meet the Company's financial obligations as they fall due. The Company endeavours to invest

the proceeds from the issue of shares in appropriate investments while maintaining sufficient liquidity

(through daily cash monitoring) to meet working capital and investment requirements. All trade and other

payables have contractual maturities of 3 months or less.

53

kingsh limited /

ANNUAL REPORT

2021

Liquidity to fund investment requirements can be augmented through the procurement of a debt
facility from a registered bank to a maximum value of 20% of the gross asset value of the Company.

There were no such debt facilities at 31 March 2021 (2020: nil).

There have been no subsequent events to suggest any issues with satisfying working capital and

investment requirements.

Capital Risk Management

The Company’s objective is to prudently manage shareholder capital (share capital, reserves,

retained earnings) and borrowings (if any).

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends

paid to shareholders, return capital to shareholders, undertake share buybacks, issue new shares

and secure borrowings in the short term.

The Company was not subject to any externally imposed capital requirements during the year.

Since announcing a long-term distribution policy in June 2009, the Company continues to pay 2% of

average net asset value each quarter.

NOTE 12 NET ASSET VALUE

The audited net asset value of Kingfish as at 31 March 2021 was $1.77 per share (2020: $1.39)

calculated as the net assets of $551,446,689 divided by the number of shares on issue of

312,037,141(2020: net assets of $345,403,828 and shares on issue of 248,587,907).

NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 31 March 2021

(2020: nil).

NOTE 14 FINANCIAL REPORTING BY SEGMENTS

The Company operates in the New Zealand investment industry.

The Company is managed as a whole and is considered to have a single operating segment. There

is no further division of the Company or internal segment reporting used by the Directors when

making strategic, investment or resource allocation decisions.

There has been no change to the operating segments during the year.

NOTE 15 SUBSEQUENT EVENTS

(i) On 30 April 2021, Fisher Funds received a GST refund plus use of money interest (UOMI) from

the IRD. The refund relates to the period 1 April 2004 to 31 July 2009 when the Manager applied

15% GST on management fees, when a subsequent assessment confirmed the Manager was

entitled to charge 1.5% GST on management fees. The total GST refund received by the Manager is

$1,413,475, being overcharged GST refunded of $1,385,125 and UOMI of $28,350.

The GST refund has been received by Kingfish in May 2021.

The GST refund and UOMI are excluded from any performance fee calculation, consistent with how

they have been treated in the past given they are not performance related income for the year.

(ii) In accordance with the terms of the Management Agreement, Kingfish will settle the performance

fee due to Fisher Funds of $6,290,731 relating to the year ended 31 March 2021, on or before

28 May 2021.

(iii) On 27 May 2021, the Board declared a dividend of 3.60 cents per share. The record date for

this dividend is 10 June 2021 with a payment date of 25 June 2021.

There were no other events which require adjustment to or disclosure in these financial statements.



PricewaterhouseCoopers, PwC Tower 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 Kingfish Limited

Our opinion

In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present

fairly, in all material respects, the financial position of the Company as at 31 March 2021, its financial

performance and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

What we have audited

The financial statements comprise:

• the statement of financial position as at 31 March 2021;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in 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 agreed-upon procedures for the Company in relation to the performance fee

calculation. The provision of this service has not impaired our independence as auditor of the

Company.

Key audit matter

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: Valuation and existence of investments at fair value through profit or loss. The

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 the matter.


FOR THE YEAR ENDED 31 MARCH 2021

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

KINGFISH LIMITED

54

kingfish limited /

ANNUAL REPORT

2021


PricewaterhouseCoopers, PwC Tower 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 Kingfish Limited

Our opinion

In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present

fairly, in all material respects, the financial position of the Company as at 31 March 2021, its financial

performance and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

What we have audited

The financial statements comprise:

• the statement of financial position as at 31 March 2021;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in 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 agreed-upon procedures for the Company in relation to the performance fee

calculation. The provision of this service has not impaired our independence as auditor of the

Company.

Key audit matter

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: Valuation and existence of investments at fair value through profit or loss. The

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 the matter.



PricewaterhouseCoopers, PwC Tower 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 Kingfish Limited

Our opinion

In our opinion, the accompanying financial statements of Kingfish Limited (the Company) present

fairly, in all material respects, the financial position of the Company as at 31 March 2021, its financial

performance and its cash flows for the year then ended in accordance with New Zealand Equivalents

to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting

Standards (IFRS).

What we have audited

The financial statements comprise:

• the statement of financial position as at 31 March 2021;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in 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 agreed-upon procedures for the Company in relation to the performance fee

calculation. The provision of this service has not impaired our independence as auditor of the

Company.

Key audit matter

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current year. Given the nature of the Company, we have

one key audit matter: Valuation and existence of investments at fair value through profit or loss. The

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 the matter.


55

kingsh limited /

ANNUAL REPORT

2021



PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Valuation and existence of investments at fair

value through profit or loss

Investments at fair value through profit or loss

(the investments) are valued at $527 million and

represent 94% of total assets.

Further disclosures on the investments are

included at note 2 to the financial statements.

This was an area of focus for our audit and an

area where a significant proportion of audit effort

was directed.

As at 31 March 2021, all investments were in

companies that were listed on the NZX Main

Board and were actively traded with readily

available, quoted market prices.

All investments are held by Trustees Executors

Limited (the Custodian) on behalf of the

Company. Trustees Executors Limited also

provides administration services for the

Company.



Our audit procedures included updating our

understanding of the business processes

employed by the Company for accounting for,

and valuing, its investment portfolio.

We obtained confirmation from the Custodian

that the Company was the recorded owner of all

the recorded investments.

We obtained copies of and assessed Trustees

Executors Limited’s Internal Controls Reports for

Custody, Superannuation Member

Administration, Investment Accounting and

Registry for the period from 1 April 2020 to 31

March 2021.

We agreed the price for all investments held at

31 March 2021 to independent third-party pricing

sources.

No matters arose from the procedures

performed.

Our audit approach

Overview

Materiality Overall materiality: $2,753,000, which represents approximately

0.5% of the 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 investments at fair value through or loss.


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our audits,

we also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Company, the

accounting processes and controls, and the industry in which the Company operates.

56

kingsh limited /

ANNUAL REPORT

2021



PwC 3

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

Misstatements may arise due to fraud or error. They are considered material if, individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and in aggregate, on the financial statements as a whole.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the annual report, but does not include the financial statements and our

auditor's report thereon. The annual report is expected to be made available to us after the date of this

auditor's report.

Our opinion on the financial statements does not cover the other information and we will not express

any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially

misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and

using the going concern basis of accounting unless the Directors either intend to liquidate the

Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a

whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

57

kingsh limited /

ANNUAL REPORT

2021

PwC 4
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.

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:

Auckland Chartered Accountants

27 May 2021

58

kingsh limited /

ANNUAL REPORT

2021

SHAREHOLDER INFORMATION
SPREAD OF SHAREHOLDERS AS AT 17 MAY 2021

Holding Range# of Shareholders# of Shares% of Total

1 to 999414180,7970.06

1,000 to 4,9991,13 43,0 03,0160.96

5,000 to 9,9991,0137,1 0 4 , 9 6 82.28

10,000 to 49,9992,62761,546,63419. 72

50,000 to 99,99970248,842,54515.65

100,000 to 499,99954310 3, 3 59, 5 0133.12

500,000 +6887,999,68028.20

TOTAL6,5013 1 2 , 0 3 7, 1 4 1100%

20 LARGEST SHAREHOLDERS AS AT 17 MAY 2021

# of Shares% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>13,8 59, 6974.44

CUSTODIAL SERVICES LIMITED <A/C 4>5,093,3771.63

STEPHEN JAMES THORNTON & BERNARDINA ALEIDA MARIA

SCHOLTEN & MACALISTER MAZENGARB TRUST COMPANY LIMITED

<THE THORNTON-SCHOLTEN FAMILY A/C>4,0 55,1951.30

FNZ CUSTODIANS LIMITED3, 2 74 , 8141.05

ASB NOMINEES LIMITED <179669 A/C>3,255,0001.04

DAVID HUGH BROWN & SUSANNA LLEWELLYN BROWN2,900,0000.93

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>2,128, 76 30.68

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH

ACCOUNT>2,066,9400.66

CUSTODIAL SERVICES LIMITED <A/C 6>2,055,9380.66

INVESTMENT CUSTODIAL SERVICES LIMITED <A/C C>1, 795, 5230.58

ENE TRUSTEES LIMITED1, 7 76,24 50.57

TAREWAI FISHING COMPANY LIMITED1, 741,3110.56

LLOYD JAMES CHRISTIE1,639,8500.53

CUSTODIAL SERVICES LIMITED <A/C 3>1,610,2620.52

SEATON STUART JAMES BENNY1, 4 8 9, 73 50.48

NEIL BARRY ROBERTS1, 4 4 6, 7 700.46

DAVID ROBERT APPLEBY & PRUDENCE JANE COTTER <DAVID APPLEBY

INVESTMENT A/C>1,375,0000.44

MURRAY JOHN LOMBARD ALDRIDGE & LESLEY ANN ALDRIDGE &

ALDRIDGE TRUSTEE 2019 LIMITED <ALDRIDGE FAMILY A/C>1,288,0320. 41

STEPHEN THOMAS WRIGHT & JANICE ALISON WRIGHT1,271,9810. 41

COLIN DAVID CRAIG BENNETT1,20 8,8130.39

TOTAL55,333,24617. 7 3

59

kingfish limited /

ANNUAL REPORT

2021

STATUTORY INFORMATION
DIRECTORS’ RELEVANT INTERESTS IN EQUITY SECURITIES AT 31 MARCH 2021

Interests Register

Kingfish is required to maintain an interests register in which the particulars of certain transactions and matters

involving the directors must be recorded. The interests register for Kingfish is available for inspection at its

registered office. Particulars of entries in the interests register as at 31 March 2021 are as follows:

Shares

Held

Directly

Held by

Associated Persons

A B Ryan

(1)

3,18972,573

C M Fisher

(2)

13,8 59, 697

C A Campbell

(3)

50,690

R A Coupe

(4)

46,999

(1)

A B Ryan received 3,127 shares in the year ended 31 March 2021, purchased on market as per the terms of the

share purchase plan (issue price $1.59). A B Ryan received 4,427 shares in the year ended 31 March 2021,

issued under the dividend reinvestment plan (average issue price $1.75). A B Ryan exercised 13,380 warrants in

the year ended 31 March 2021.

(2)

Associated persons of C M Fisher exercised 2,771,940 warrants in the year ended 31 March 2021.

(3)

C A Campbell (received 2,344 shares in the year ended 31 March 2021, purchased on market as per the terms

of the share purchase plan (issue price $1.59). C A Campbell received 3,083 shares in the year ended 31

March 2021, issued under the dividend reinvestment plan (average issue price $1.75). C A Campbell exercised

8,879 warrants in the year ended 31 March 2021.

(4)

R A Coupe received 2,344 shares in the year ended 31 March 2021, purchased on market as per the terms

of the share purchase plan (issue price $1.59). R A Coupe received 2,862 shares in the year ended 31 March

2021, issued under the dividend reinvestment plan (average issue price $1.75). R A Coupe exercised 8,198

warrants in the year ended 31 March 2021.

DIRECTORS HOLDING OFFICE

Kingfish’s directors as at 31 March 2021 were:

»A B Ryan (Chair)

»C M Fisher

»C A Campbell

»R A Coupe

During the year, there were no appointments to the board.

In accordance with the Kingfish constitution, at the 2020 Annual Shareholders’ Meeting, Andy Coupe retired by

rotation and being eligible was re-elected. Carol Campbell retires by rotation at the 2021 Annual Shareholders’

Meeting and being eligible, offers herself for re-election.

DIRECTORS’ INDEMNITY AND INSURANCE

Kingfish has arranged Directors’ and Officers’ liability insurance covering directors acting on behalf of Kingfish.

Cover is for damages, judgements, fines, penalties, legal costs awarded and defence costs arising from wrongful

acts committed while acting for Kingfish. The types of acts that are not covered include dishonest, fraudulent,

malicious acts or omissions, and wilful breach of statute or regulations.

Kingfish has granted an indemnity in favour of all current and future directors of the Company in accordance with

its constitution.

60

kingfish limited /

ANNUAL REPORT

2021

EMPLOYEE REMUNERATION
Kingfish does not have any employees. Corporate management services are provided to Kingfish by Fisher Funds

Management Limited.

DIRECTORS’ RELEVANT INTERESTS

The following are relevant interests of Kingfish’s directors as at 31 March 2021:

A B RyanBarramundi LimitedChair

Marlin Global LimitedChair

FMA Audit Oversight CommitteeMember

C M Fisher Barramundi LimitedDirector

Marlin Global LimitedDirector

Rembrandt SuitsDirector

C A CampbellBarramundi LimitedDirector

Marlin Global LimitedDirector

T&G Global LimitedDirector

Hick Bros Holdings Limited & subsidiary companies Director

Woodford Properties 2018 LimitedDirector

alphaXRT LimitedDirector

New Zealand Post LimitedDirector

Key Assets FoundationTrustee

Key Assets NZ LimitedDirector

Kiwibank LimitedDirector

Asset Plus LimitedDirector

NZME LimitedDirector

Nica Consulting LimitedDirector

Cord Bank LimitedDirector

T&G Insurance LimitedDirector

Bankside Chambers LimitedDirector

Chubb Insurance New Zealand LimitedDirector

R A CoupeBarramundi LimitedDirector

Marlin Global LimitedDirector

New Zealand Takeovers PanelChair

Coupe Consulting LimitedDirector

Briscoe Group Limited Director

Television New Zealand LimitedChair


61

kingsh limited /

ANNUAL REPORT

2021

AUDITOR’S REMUNERATION
During the 31 March 2021 year the following amounts were paid/payable to the auditor, PricewaterhouseCoopers

New Zealand.

$000

Statutory audit and review of financial statements41

Other assurance services0

Non assurance services3

PricewaterhouseCoopers New Zealand is a registered audit firm and its audit partners are licensed auditors under

the Auditor Regulation Act 2011.

DONATIONS

Kingfish did not make any donations during the year ended 31 March 2021.

62

kingsh limited /

ANNUAL REPORT

2021

REGISTERED OFFICE
Kingfish Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

DIRECTORS

Independent Directors

Alistair Ryan (Chair)

Carol Campbell

Andy Coupe

Carmel Fisher

CORPORATE

MANAGEMENT TEAM

Wayne Burns

Beverley Sutton

MANAGER

Fisher Funds Management Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

SHARE REGISTRAR

Computershare Investor

Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland 1142

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

FOR MORE INFORMATION

For enquiries about transactions, changes of address and dividend payments, contact the share registrar above.

Alternatively, to change your address, update your payment instructions and to view your investment portfolio

including transactions online, please visit: www.investorcentre.com/NZ

FOR ENQUIRIES ABOUT KINGFISH CONTACT

Kingfish Limited, Level 1, 67 – 73 Hurstmere Road, Takapuna, Auckland 0622

Private Bag 93502, Takapuna, Auckland 0740


Phone: +64 9 489 7094 | Email: enquire@kingfish.co.nz

The information contained in this annual report is provided for information purposes only and does not constitute an offer,

invitation, basis for a contract, financial advice, other advice or recommendation to conclude any transaction for the purchase

or sale of any security, loan or other instrument. In particular, the information contained in this annual report is not financial

advice for the purposes of the Financial Markets Conduct Act 2013, as amended and should not be relied upon when making an

investment decision. Professional financial advice from a financial adviser should be taken before making an investment.

AUDITOR

PricewaterhouseCoopers

New Zealand

Level 27

PwC Tower

15 Custom Street West

Auckland 1010

SOLICITOR

Bell Gully

Level 21

48 Shortland Street

Auckland 1010

BANKER

ANZ Bank New Zealand Limited

23-29 Albert Street

Auckland 1010

NATURE OF BUSINESS

The principal activity of Kingfish

is investment in quality, growing

New Zealand companies.

DIRECTORY

63

kingsh limited /

ANNUAL REPORT

2021

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.