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Marlin Global 2021 Annual Report

Annual Report23 September 2021MLNFinancials

ANNUAL REPORT
30 JUNE

2021

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2021

l


2

03About Marlin

06Directors’ Overview

10Manager’s Report

18The STEEPP Process

20Marlin Portfolio Companies

18Board of Directors

28Corporate Governance Statement

29Directors’ Statement of Responsibility

38Financial Statements

57Independent Auditor’s Report

61Shareholder Information

63Statutory Information

66Directory

CONTENTS

Alistair Ryan / Chair Carol Campbell / Director

This report is dated 10 September 2021 and is

signed on behalf of the Board of Marlin Global

Limited by Alistair Ryan, Chair, and Carol

Campbell, Director.

CALENDAR

Next Dividend Payable

24 September 2021

Annual Shareholders’

Meeting, Ellerslie Event

Centre, Auckland 10:30am

8 November 2021

(Subject to any Government-imposed lockdown restrictions)

Interim Period End (1H22)

31 December 2021

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ABOUT MARLIN GLOBAL

INVESTMENT OBJECTIVES

INVESTMENT APPROACH

Marlin Global Limited (“Marlin” or “the Company”) is a listed investment company

that invests in quality, growing companies based outside New Zealand and Australia.

The Marlin portfolio is managed by Fisher Funds Management Limited (“Fisher

Funds” or “the Manager”), a specialist investment manager with a track record of

successfully investing in quality, growth companies. Marlin listed on NZX Main Board

on 1 November 2007 and may invest in companies that are listed on any approved

stock exchange (excluding New Zealand or Australia) or unlisted companies not

incorporated in New Zealand or Australia.

The investment philosophy of Marlin is summarised by the following broad principles:

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

change in the original investment case;

• invest in companies that have a proven track record of growing profitability; and

• construct a diversified portfolio of investments, based on the ‘STEEPP’ investment

criteria (see pages 18 and 19).

The key investment objectives of Marlin are to:

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

within risk parameters acceptable to the directors; and

• provide access to a diversified portfolio of international quality, growth stocks

through a single tax efficient investment vehicle.

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During the year ended 30 June 2021 (cents per share)

DIVIDENDS PAID

8.84cps ( 7. 9 0cps)

25 SEPTEMBER 2020

18 DECEMBER 2020

26 MARCH 2021

25 JUNE 2021

2.06

cps

2.20

cps

2.21

cps

2.37

cps

AT A GLANCE

For the 12 months ended 30 June 2021

Net profit

$

69.2m

As at 30 June 2021

Share price

$

1.60

Gross

performance

return

+46.7

%

NAV per share

$

1.28

Total

shareholder

return

+88.5

%

Adjusted NAV

return

+40.3

%

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LARGEST INVESTMENTS

As at 30 June 2021

As at 30 June 2021

SECTOR SPLIT

Alibaba

Group

7

%

Facebook

11

%

Signature

Bank

6

%

Alphabet

7

%

Tencent

Holdings

5

%

Consumer Discretionary 36%

Communication Services 23%

Information Technology 16%

Healthcare 12%

Financials 9%

Industrials 3%

The Marlin portfolio also holds some cash

As at 30 June 2021

GEOGRAPHICAL SPLIT

North America 74%

Asia 13%

West Europe 11%

South America 1%

The Marlin portfolio also holds some cash

These are the five largest percentage holdings in the Marlin portfolio. The full Marlin portfolio and percentage holding data

as at 30 June 2021 can be found on page 17.

Alistair Ryan
Chair

DIRECTORS’ OVERVIEW

“We are pleased

to report another

strong result for

Marlin shareholders

in 2021.”

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For the 2021 financial year, Marlin’s portfolio
recorded a net profit of $69.2m, which equated

to an adjusted NAV return of 40.3%

1

. Marlin’s

gross performance return was 46.7%

2

, well

ahead of the Company’s benchmark (S&P Large

Mid Cap/S&P Small Cap Index − 50% hedged to

NZ$) 37.8%

3

for the 12-month period to

30 June 2021.

Global markets were propelled to new highs over

the course of the last 12-months. The strong global

economic recovery was supported by the rollout of

Covid-19 vaccines and ongoing government stimulus

measures.

Marlin has benefited from the strong global sharemarket

recovery, with most of the portfolio investments

generating strong returns. The Marlin team’s continued

focus on the STEEPP process, and the rigour and

analytical discipline that goes with that, has seen the

portfolio deliver significant gains.

Shareholders have experienced a strengthening share

price over the 2021 financial year, with the stock price

rising almost 63%. As a result, total shareholder return,

which includes the change in share price, dividends paid

per share and the impact of warrants was 88.5%

4

for

2021, (2020: 21.5%).

Revenues and Expenses

The 2021 net profit result comprised gains on

investments of $77.3m, dividend, interest and other

income of $0.8m, less operating expenses and tax

of $6.0m and a capped performance fee of $2.9m.

Overall operating expenses and tax were $4.5m higher

than the previous year (2020), principally due to the

higher performance fee ($2.9m verses $1.6m in FY20)

and the tax expense ($2.3m verses $0.03m in FY20).

The increase in tax in FY21 stems from the additional

forward foreign exchange hedging gains in FY21.

The Marlin portfolio achieved a return in excess of

both the performance fee hurdle (the change in the

Bank Bill Index rate plus 5%) 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). 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

Marlin continues to distribute 2.0% of average net asset

value per quarter. Over the 12-month period to 30 June

2021, Marlin paid 8.84 cents per share in dividends,

(7.90 cps FY20). The next dividend will be 2.52 cps,

payable on 24 September 2021 with a record date of 9

September 2021.

Marlin has a dividend reinvestment plan which provides

ordinary shareholders with the option to reinvest all or

part of any cash dividends in fully paid ordinary shares.

Full details of the dividend reinvestment plan

5

can be

found in the Marlin Dividend Reinvestment Plan Offer

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

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

Warrants

Marlin has a regular warrant programme. On 6

November 2020, Marlin warrant holders had the option

to convert their warrants into Marlin shares at an

exercise price of $0.86 per warrant. A strong uptake

by shareholders saw 33.4m warrants ($29m) out of a

possible 37.3m warrants (90%) converted into Marlin

shares. The additional funds were invested during

November in Marlin’s investment portfolio of stocks.

On 17 May 2021, 47.3m new Marlin warrants were

allotted. One new warrant was issued to all eligible

shareholders for every four shares held on the record

date (14 May 2021). The warrants are exercisable

at $1.28 per warrant, adjusted down for dividends

declared during the period up to the announcement of

the 20 May 2022 Exercise Price. Warrants continue to

be a part of the overall capital management programme.

Share Buybacks

The Share Buyback programme

6

is another part of

Marlin’s capital management programme. During the

12 months to 30 June 2021, the share price to NAV

discount did not exceed the Company’s buyback

policy threshold of 8% and for the last eight months

of the financial year, the share price was at a premium

to the NAV. Therefore, there were no buybacks during

F Y21.

1

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

management initiatives) and after expenses, fees and tax.

2

Gross performance return - the Manager’s portfolio performance in terms of stock selection and currency hedging before expenses, fees and

tax. It is an appropriate return measure for assessing the Manager’s performance against an index or benchmark.

³ The benchmark index is the S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZ$).

4

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.

5

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

Limited.

6

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

reinvestment plan.

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DIRECTORS' OVERVIEW CONTINUED
Company Performance

For the year ended 30 June202120202019201820175 years

(annualised)

Total Shareholder Return88.5%21.5%15.5%21.5%9 .1%28.5%

Adjusted NAV Return40.3%16.6%6.8%23.2%16.8%20.2%

Dividend Return

1

6.9%8.3%8.9%9 .1%8.6%

Net Profit $69.2m$22.6m$8.4m$23.8m$15.7m

Basic Earnings per Share39.55cps15 .18 c p s6.68cps20.20cps13.51cps

OPEX ratio3 .1%2.9%1.9%4.2%3.8%

OPEX ratio (before performance fee)1.7%1.9%1.9%1.8%2.1%


As at 30 June20212020201920182017

NAV (as per financial statements)$1.28$1.03$0.96$1.02$0.89

Adjusted NAV$3.49$2.49$ 2.13$2.00$1.62

Share Price$1.6 0$0.98$0.90$0.86$0.79

Warrant Price$0.26$ 0 .10 -$0.06 -

Share Price (Premium)/Discount to NAV

2

(30.5%)2.9%6.2%13.7%11. 2 %


Annual Shareholders’ Meeting

The 2021 annual meeting will be held on Monday 8

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

Auckland and online. All shareholders are encouraged

to attend, with those who are unable to attend invited

to cast their vote on Company resolutions prior to the

meeting.

Director Retirement – Carmel Fisher

Carmel Fisher retired from the Marlin board on 6

August 2021.

Carmel is proud to have launched and overseen the

management of Marlin, and to have served on the

board for fourteen years. 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 Marlin.

Director Election

The board has, effective 1 July 2021, appointed David

McClatchy as an independent director, replacing

Carmel Fisher. In accordance with the Marlin

constitution and NZX Listing Rules, David will stand for

election at this year’s Annual Shareholders’ Meeting.

The board unanimously endorses David’s election.

Director Re-election

Carol Campbell, director since 2012 and chair of the

Marlin Audit and Risk Committee, retires by 3-year

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

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

election.

Conclusion

The 2021 financial year has been a successful year for

Marlin and one of recovery for most global sharemarkets.

Ongoing government stimulus packages around the globe,

together with Covid-19 vaccine rollout programmes, have

helped to lift economic confidence and expectations, but

there is residual uncertainty about the Covid-19 pandemic

that will continue to overhang international equities markets

for some time yet. It has been encouraging to see Marlin

generate strong returns against this backdrop. The board

is pleased at the Manager’s continued focus on investing in

quality companies 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 our annual

meeting in November, subject of course to any

Government-imposed lockdown restrictions.

On behalf of the board,

Alistair Ryan / Chair

Marlin Global Limited

10 September 2021

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Total Shareholder Return
Nov

2008

Nov

2009

Nov

2010

Nov

2011

Nov

2012

Nov

2014

Nov

2013

Share Price/Total Shareholder Return

Nov

2015

$

2.00

$

1.00

$

0.00

Nov

2016

Nov

2008

Nov

2019

Nov

2020

$

3.00

$

4.00

$

5.00

Nov

2017

Nov

2018

Share Price Total Shareholder Return

Non-GAAP Financial Information

Marlin uses the following non-GAAP measures:

• adjusted net asset value – the underlying value of the investment portfolio adjusted for 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 and currency

hedging, before expenses, fees and tax,

• total shareholder return – the return combines the share price performance, the warrant price performance,

the net value of converting any warrants into shares, and the dividends paid to shareholders. It assumes all

dividends are reinvested in the Company’s dividend reinvestment plan, and that shareholders exercise their

warrants, (if they were in the money), at warrant expiry date,

• OPEX ratio – the percentage of Marlin’s assets used to cover operating expenses excluding tax and brokerage,

and

• dividend return – how much Marlin pays out in dividends each year relative to its average share price over the

period. (Dividends paid by Marlin may include dividends received, interest income, investment gains and/or

return of capital).

All references to the above measures in this Annual Report are to such non-GAAP measures. The calculations

applied to non-GAAP measures are described in the Marlin Non-GAAP Financial Information Policy. A copy of the

policy is available at http://marlin.co.nz/about-marlin/marlin-policies/.

Portfolio Performance

For the year ended 30 June202120202019201820175 years

(annualised)

Gross Performance Return46.7%19.8%10 .1%26.6%22.4%24.6%

Index

3

3 7. 8 %0.04%2.1%17.1%19.2%14.5%

Performance Fee Hurdle

4

5.3%6.2%7. 0 %7. 0 %7. 2 %

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

1

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

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

2

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

3

Index: S&P Large Mid Cap/S&P Small Cap Index (hedged 50% to NZ$) from 1 October 2015. Returns shown gross in NZ$

terms.

4

The performance fee hurdle is the Benchmark Rate (NZ 90 Day Bank Bill Index +5%).

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“Economic reopening,
government and

fiscal stimulus and a

surge in consumer

spending in many

parts of the globe all

contributed to one of

the strongest global

share market rallies

in more than two

decades.”

Ashley Gardyne

Senior Portfolio Manager

MANAGER’S REPORT

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After turbulence in early 2020 with a Covid-19 driven plunge in markets, the past 12-months
have been almost as dramatic, with the pace of the economic and market rebound taking many

by surprise. While Marlin’s performance can often lag in a booming economy (when cyclical

companies often outperform growth companies), we were pleased that the changes we made to

the portfolio last year helped drive portfolio outperformance in 2021. For the year to 30 June 2021,

Marlin delivered a gross performance return of 46.7%, compared with the global benchmark

1


which gained 37.8%.

Last year, we wrote about the pandemic, lockdowns

and the significant damage Covid-19 inflicted on

businesses and the global economy. This year, in

stark contrast, the talk in markets has been about

reopening, the abrupt economic rebound and

rising inflation. All this goes to highlight the difficulty

predicting the economic outlook and the importance

of having a long-term investing approach. One that

tries to identify and invest in businesses that will grow

and create value for shareholders irrespective of the

swings and roundabouts of the economic cycle.

Chart 1 shows that global markets rallied strongly for

the year, with the MSCI World Index gaining 37%. To

put this in context, this 37% gain was the strongest

market rally for the MSCI World Index in more than

two decades. This strong market performance was

driven by a number of factors. The first was optimism

around the reopening implications of getting on top of

and managing the effects of Covid. The effect of this

can be seen from November onwards, when markets

took off in response to the vaccine announcements

by Pfizer, AstraZeneca and Moderna. Then came

the economic reopening itself, people returning to

the office, travel restarting and businesses resuming

hiring. The US unemployment rate briefly touched

14.8% in mid-2020, but has recently fallen as low

as 5.8%, and businesses are now starting to talk

about labour shortages. On top of this, we have

seen an unprecedented amount of stimulus – both

monetary and fiscal. Stimulus cheques and enhanced

unemployment benefits in the US, combined with the

inability to spend money on travel and entertainment,

has seen personal bank balances balloon to record

levels. This in turn has led to a consumer spending

boom.

All considered, the global economy is rebounding

strongly and investor confidence is high.

Chart 1: A volatile year in global markets

Chart 2: The strongest index performance in

over two decades

+37%

Jun

2020

2000

2200

2400

2600

2800

3000

3200

Sep

2020

Dec

2020

Mar

2021

June

2021

MCSI World Index

-4 0%

-3 0%

-2 0%

-1 0%

0%

10%

20%

30%

40%

50%

Jun-2 001

Jun-2 003

Jun-2 005

Jun-2 007

Jun-2 009

Jun-2 011

Jun-2 013

Jun-2 015

Jun-2 017

Jun-2 019

Jun-2 021

MCSI World - 1 Year Return

1

S&P Large Mid Cap/S&P Small Cap Index (50% hedged to NZ$)

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MANAGER’S REPORT CONTINUED
This update focuses on how our portfolio companies

are performing, and changes made over the last year.

For the year to 30 June 2021, the Marlin portfolio

delivered a gross performance return of 46.7%,

significantly ahead of our market benchmark which

gained 37.8%. We were pleased that our performance

was positively impacted by the actions we took last

year at the depths of the Covid sell-off. We were able to

capitalise on what we saw as a significant overreaction

in selected companies like Hilton and Signature Bank,

and these more cyclical companies have helped drive

our performance this year.

Chart 3: Marlin annualised returns: Gross

Performance vs Global Benchmark (to 30 June).

Constructing an all-weather portfolio

The big market winners during and immediately after

the Covid sell-off were companies that benefited from

trends like ecommerce, working-from-home and digital

payments. But the last year and particularly the period

after the vaccine breakthroughs has been decidedly

different.

The economic rebound led to a rotation out of ‘Covid-

beneficiaries’ and growth companies, and into cyclical

value stocks (like banks and energy companies).

We saw this abrupt change in market dynamics in

our portfolio, with our more cyclical companies like

Signature Bank (+134%), StoneCo (+73%) and Hilton

(+64%) lifting our performance significantly this year.

Chart 4: Cyclical value stocks have materially

outperformed growth stocks since the vaccine

breakthrough in November.

We have previously talked about how we try to

construct a portfolio that isn’t too exposed to any one

theme and can do well in a range of different market

environments. We were extremely conscious of this

in 2020, as many technology stocks benefited from

Covid while cyclical companies slumped. While the

outperformance of growth companies helped our

performance last year, we were careful not to become

overly dependent on these businesses and spent our

time looking for more cyclical companies where we saw

more value.

This saw us add companies like Hilton, Heico, StoneCo

and Floor and Décor to the portfolio. These new

additions and the tilt towards existing cyclical holdings

like Signature Bank, significantly helped portfolio

performance over the last year. The new companies

that we added to the portfolio post-Covid added over

6% of the portfolio’s 9% outperformance during the

ye a r.

That said, while at the margin the portfolio now has

more cyclical exposure, we haven’t changed what we

look for in companies. These more cyclical positions

are all still competitively advantaged and growing

companies, just like our long-standing investments in

Alphabet, PayPal and Alibaba.

46.7%

25%

25%

14%

37.8%

12%

14%

9%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

12 Months3 years Annualised5 years AnnualisedSince Inception

Annualised

Marlin Gross PerformanceGlobal Benchmark

12%

27%

30%

20%

0%

5%

10%

15%

20%

25%

30%

35%

Pre-vaccine newsPost-vaccine news

ValueGrowth

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Sticking to the middle of the fairway
As is typical of cyclical upswings and when investors

are becoming euphoric, valuations are getting very

stretched in parts of the market. High growth stocks

(many with no earnings) in hot sectors, like cyber-

security, cloud software and genomics, trade on

stratospheric valuations (often over 100-times earnings).

On the other hand, more mature tech companies like

Alphabet, Alibaba and Facebook have many years

of growth ahead and trade on what we believe are

attractive valuations.

Likewise, some of the cyclical companies we invested

in last year at compelling valuations have rallied

so much on the ‘reopening trade’ that they have

now become very expensive. This is why we exited

aerospace parts supplier Heico, only one year after our

initial investment.

While these cyclical companies have rallied, there are

defensive companies, like discount store chains Dollar

General and Dollar Tree, that are attractively priced.

With pockets of excess in markets, we believe it will

pay off to be very picky in the years ahead. In investing,

boring is often beautiful.

Boring is beautiful. We see value in less

glamourous companies. It can pay to stick

to the middle of the fairway.

Performance of portfolio holdings

Given the strong market backdrop, all of Marlin’s

portfolio companies delivered positive returns over the

year. While only half of Marlin’s positions outperformed

the market during the year (we would typically like

this to be closer to 60%), the strong performance

of a handful of our top performers drove our overall

outperformance of the global benchmark.

Chart 5: Portfolio Company Total Share Returns

(year to 30 June 2021)

Performance highlights and lowlights

Signature Bank (+134%) was the biggest contributor

to portfolio performance for the year. Signature Bank

is a small US bank that operates predominately in New

York and California. Signature Bank is a commercial

bank without branches, and it operates a high-touch,

relationship-driven model that has allowed it to attract

new clients and drive significant growth over the

years. They had been primed for growth in recent

years through their success in hiring away new teams

from other banks. However, this growth potential was

overshadowed during the pandemic by falling interest

rates and concerns about its exposure to New York.

As New York reopened and investors refocused on

the quality of the franchise, Signature Bank’s share

price has rallied strongly. Despite its rapid share

price appreciation, we believe Signature Bank is still

attractively priced. We are confident in its ability to grow

earnings at a mid-teens rate and the company remains

one of our largest positions.

020406080100120140

Descart es Systems

NVR

Al ibaba

Dollar Tre e

Dollar Genera l

Zoetis

Tencent

Abbott Labs

Boston Scientific

Tyler Tech

Icon

Masterc ard

Amazon

EssilorL uxottica

Starb ucks

Adidas

Hexcel

Heico

Firs t Republic Bank

TJX Companies

Gre ggs

Edward s Lifesciences

Facebook

Hilton Worl dwide

PayPal

Al phabet

StoneCo

Floor and Décor

Gart ner

Signature Bank

Total Share Return (%)

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MANAGER’S REPORT CONTINUED
After Signature Bank, the three next top performers

were companies we added to the portfolio during

the Covid sell-off – Gartner, Floor and Décor, and

StoneCo. And we discuss two of these in more detail

below.

Gartner (+100%), an IT research and advisory

company that we added during the 2020 Covid sell-

off, has shown fundamental resilience in its business

and delivered better than anticipated results. Part

of Gartner’s business involves running industry

conferences for IT executives – and this was hit hard

by Covid. Our view was that the company’s services

add significant value to its clients, and that demand

would rebound strongly post-pandemic. This has

played out more quickly than expected and Gartner

has recently reported strong earnings across all its

three segments (research, consulting and events).

The company’s corporate IT research is proving

increasingly valuable in a world of accelerating

digitisation trends. These trends, and Gartner’s strong

execution, led it to recently raise its full-year earnings

guidance by over 20%. We have recently increased

our holding in the company, and believe Gartner can

continue to grow rapidly in IT research while expanding

into other business verticals like marketing, finance

and HR.

StoneCo (+73%) is a rapidly growing payment service

provider in Brazil that allows small merchants to accept

digital payments in-store and online. Digital payment

penetration is still low in Brazil but is increasing

rapidly due to the shift away from cash and growth

in ecommerce − two trends that accelerated due to

Covid. Its strong performance over the last year is due

to its strong execution through the pandemic and its

ability to help clients move online and accept digital

payments at a time when many small businesses

had to shut their doors. StoneCo’s attractive value

proposition to merchants and its leading service has

seen them continue to take market share through the

pandemic. All considered we believe StoneCo is an

attractive founder-led business with many years of

growth ahead.

The biggest detractors from portfolio performance

were Alibaba, Tencent and US discount store chain

D olla r Tre e.

Alibaba (+5%) and Tencent (+17%) underperformed

global markets as Chinese technology stocks faced

increasing regulatory scrutiny, following President Xi

Jinping’s orders to crack down on monopolies and

promote fair competition.

Alibaba was our biggest detractor and faced pressure

in two areas. Firstly, the IPO of Ant Group (33%

owned by Alibaba) was cancelled just two days before

the planned listing date as regulators proposed a

slate of new guidelines in areas such as consumer

lending. Secondly, regulators announced draft anti-

monopoly rules targeted at internet companies. The

regulations are aimed at driving a healthier competitive

environment. Alibaba believe they are compliant with

these new regulations, and having spoken to anti-

trust experts in China, we do not expect the new

regulations to have a major impact on its business. We

still like Alibaba’s long-term growth story and its strong

position in the digital economy.

While Tencent has received less regulatory scrutiny

than Alibaba recently, its share price has also been

pressured by the negative industry sentiment.

While we are positive on the long-term prospects

of Alibaba and Tencent, the regulatory landscape

in China is rapidly evolving and we will continue to

monitor the situation closely.

Dollar Tree (+7%) is a US discount store chain

that we have owned for several years. As a retailer

of necessities and low-priced items, it tends to

outperform in weak economic environments and

periods of market turbulence (like Covid). With a

strong economic recovery over the last year, Dollar

Tree has struggled to keep up with higher growth

and more cyclical companies. Dollar Tree also faced

some retailer specific headwinds that have pressured

earnings – such as higher-than-predicted freight

costs and inflation coming out of the pandemic. But

we consider high freight costs a temporary issue and

remain optimistic around the company’s future. Its

Dollar Tree stores, which until recently only sold items

for $1, have introduced $3 and $5 items. This should

increase sales per store and could greatly improve

profit margins. The turnaround at its Family Dollar

stores also continues to progress well due to its store

renovation program.

Portfolio additions and exits

We made more exits this year than we typically would.

Most of the exits we have made have simply been

because other high-quality companies on our watchlist

offered better return prospects. While our preferred

approach is to buy great companies and hold them for

the long-term − in today’s market most stocks are very

fully priced - and we want to concentrate our portfolio

around those rare compelling opportunities that we do

find.

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We believe the four new additions and seven exits we
made over the year have improved the quality and

return prospects of the portfolio.

New portfolio additions

We added First Republic Bank to the portfolio in

November. First Republic is a high quality, founder run

bank with a best-in-class business model. The bank

provides services to high-net-worth households in

select markets. The bank has consistently generated

superior loan growth, while maintaining extremely

prudent lending standards. In addition, by providing

its customers with exceptional personalised service,

the company has built more profitable relationships

by offering other products including its wealth

management services. The company is working to

broaden its reach to emerging professionals and

younger millennial households, which can be an

additive to the overall growth rate. First Republic is

one of very few banks that have a strong track record

of growth, having grown its net interest income and

earnings per share at double-digit rates over the last

decade. We see continued strong growth as the bank

continues to take market share in the high-net-worth

customer segment.

Gregg’s is a vertically integrated food-on-the-go

operator in the UK. The company operates more than

2,000 stores and is the leader in the UK take-away

sandwich and savoury market (the UK’s answer to

Starbucks). Gregg’s is an attractive long-term growth

story with strong new store economics and the

potential to gain share in a fragmented market. Its

vertical integration and discount pricing provides it with

a strong competitive position relative to independents

and smaller chains. Store growth drives the model,

but the company also has a number of strategic

initiatives (e.g. evening trade, delivery, click and collect)

which give us confidence same-store-sales growth

can be sustained at near its long-term average of 4.5%

pa. With some margin leverage, Gregg’s should grow

earnings at circa 10% pa and pay a regular dividend

yield.

Boston Scientific is a leading manufacturer of

innovative medical devices used to treat a range of

medical conditions. Boston focuses on minimally

invasive therapies, which generally improve patient

outcomes versus traditional surgery and reduce

the overall cost of treatment for health systems. Its

products include heart valves, stents and pacemakers.

The company is well positioned with market-leading

positions in its key markets, a strong pipeline of new

product launches and a track-record of innovation.

We added home builder, NVR to the portfolio in May.

NVR is the 4th largest homebuilder in the US. Unlike

most homebuilders, which are also land developers,

NVR focuses solely on homebuilding, using options

to control land, which gives them the right but not

the obligation to buy lots on a just-in-time basis. NVR

also differentiates itself from peers by pre-fabricating

frames, roofs and staircases in one of its eight

manufacturing facilities. Most of NVR’s competitors still

do everything on site. NVR’s asset-light model, central

pre-fabrication and local economies of scale allow

them to generate higher returns on investment capital

than peers – meaning they don’t have to reinvest as

much capital to grow. Combined with what is a very

fragmented market comprising many small players,

this should allow NVR to deliver superior returns and

take market share for many years to come.

Portfolio exits

To fund these new additions, we exited our two

software holdings, Ty ler Tech and Descartes. These

businesses have been caught up in all the excitement

around software businesses over the last few years

and we believe their valuations became very extended

compared to other tech holdings in the portfolio.

Abbott Labs benefited from a large tailwind in 2020

as its diagnostics segment revenue doubled due to

Covid testing. Abbott was able to quickly develop a

game changing rapid test – which gave results within

15 minutes and cost $5 per test – opening up the

ability for mass-Covid testing. However, following

strong outperformance, we felt the market was

overvaluing this one-off Covid testing revenue and

took the opportunity to reallocate capital to our latest

medical device stock, Boston Scientific, that shares

many of the attractive attributes we liked in Abbott.

We added aftermarket aerospace supplier Heico

to our portfolio when its share price dropped 50%

during Covid and we thought the market was overly

pessimistic about its earnings outlook. With a large

part of its revenue tied to air travel, Heico’s share price

has benefited from the economic reopening and now

trades at pre-Covid levels, despite a full recovery in air

travel being a couple of years away. We decided to exit

because we think this is overly optimistic and believe

we can use the capital better elsewhere.

We sold out of TJX Companies, a leading US off-

price retailer that we have invested in for over three

years. While it has delivered a great result for investors

and we believe the company should continue to take

market share thanks to its scale and unique value

proposition, we are concerned about their profit

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margins. The off-price business model is very labour
intensive, especially in the supply chain with manual

sorting, picking and packing. A strong post-COVID

rebound in TJX’s share price, combined with a higher

probability of wage inflation crimping its margins, led

us to take our profits and move on.

Zoetis is the global leader in animal health medicines

and vaccines and we added it to the portfolio in 2016.

Since then, the company has successfully launched

a number of blockbuster pharmaceutical products,

grown sales rapidly and streamlined its operations.

This has resulted in a near doubling of Zoetis’s

earnings and a materially higher share price. Our

investment thesis has played out − Zoetis’s valuation

now looks stretched and we decided to reinvest the

proceeds elsewhere.

We added Starbucks to the portfolio in March 2020 in

the depths of the Covid sell-off. Our thesis was simply

that Starbucks was a great business with a reliable

growth algorithm and was oversold because of the

pandemic. Starbucks stores would ultimately reopen,

they would take share from independents and return to

their growth algorithm of c.6% pa store growth (largely

China and US drive-through stores). We were positively

surprised by the speed of Starbucks’ recovery, and

after our thesis played out and its shares rebounded

extremely quickly, we decided to exit.

Lastly, we sold our position in optical product

manufacturer and retailer, EssilorLuxottica. We

invested in the company in 2017 when Essilor and

Luxottica were merging. The merger created a

vertically integrated industry leader, with significant

synergy benefits. With the merger integration on track,

shares are now at all-time highs.

Portfolio positioning

The Marlin portfolio comprised 22 companies at 30

June 2021, diversified across a range of sectors and

geographies.

Chart 6: Marlin portfolio - Sector split

Chart 7: Marlin portfolio - Geographical split

36

%

CONSUMER

DISCRETIONARY

9

%

FINANCIALS

12

%

HEALTHCARE

23

%

COMMUNICATION

SERVICES

3

%

INDUSTRIALS

16

%


INFORMATION

TECHNOLOGY

The Marlin portfolio also holds some cash

13

%

ASIA

74

%

NORTH AMERICA

11

%

1

%

WEST EUROPE


SOUTH AMERICA

MANAGER’S REPORT CONTINUED

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Headquarters Company% Holding
ChinaAlibaba Group7. 3 %

Tencent Holdings5.4%

GermanyAdidas3.9%

Ireland Icon4.3%

UKGreggs3.0%

United StatesAlphabet6.9%

Amazon.Com 4.2%

Boston Scientific3.4%

Dollar General4.9%

D olla r Tre e4.3%

Edwards

Lifesciences

4.0%

Facebook10.6%

First Republic Bank

San Francisco

3 .1%

Floor & Décor

Holdings

4.0%

Gartner Inc5 .1%

Hexcel Corporation 3.0%


Hilton Worldwide

Holdings

1.4%

Mastercard4.8%

NVR Inc3.2%

PayPal 4.8%

Signature Bank5.8%

StoneCo1.4%

Equi t y Tot a l98.8%

New Zealand dollar

cash

1.8%

Total foreign cash0.3%

Ca s h Tot a l2 .1%

Forward foreign

exchange contracts

(0.9%)

TOTAL100.0%

Portfolio Holdings Summary as at

30 June 2021

Outlook

The world is in the middle of a strong economic

upswing as society rebuilds after lockdowns and

curtailed industrial activity. Pent up consumer demand,

record bank balances and a desire to travel and return

to life as usual should continue to prove supportive to

the economy in the short to medium term.

At the same time, there are challenges for investors to

be aware of. The global economy still faces structural

impediments to growth – like demographic headwinds

and the deflationary impact of high debt levels

(including that taken on during the pandemic). On top

of these challenges, market valuations are high and

interest rates are low – which create real challenges for

investors.

We continue to believe that having a long-term

orientation and investing in high-quality and growing

businesses is one of the best ways to build wealth and

overcome these uncertainties. Active management

of the portfolio is also critical in this environment,

and we expect it to continue to deliver benefits as it

did through Covid. While there are both economic

challenges and pockets of exuberance in the market,

we are still finding enough great businesses to invest

in. We believe the companies in the Marlin portfolio

will continue to grow steadily and create value for

shareholders in the years ahead.

Ashley Gardyne / Senior Portfolio Manager

Fisher Funds Management Limited

10 September 2021

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STRENGTH OF
THE BUSINESS

What is the company’s

competitive advantage? Is it

sustainable? Is the company

a market leader? Does it have

a dominant position? A strong

business is one that can maintain

its profit margins by employing a

unique strategy.

TR ACK

RECORD

How has the company performed

in the past? Has the company

performed under the same

management team? Has it grown

organically or by acquisition? How

did the company react during a

downturn? Fisher Funds prefers to

buy established companies that

have executed well in the past.

EARNINGS

HISTORY

How fast has the company

been able to grow its earnings

in the past? How consistent

has earnings growth been?

Fisher Funds prefers to buy

companies that exhibit secular

growth characteristics where the

company has proven its ability to

provide a high or improving return

on invested capital.

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

This analysis gives each company a score against a number of criteria that Fisher Funds believes need to

be present in a successful portfolio company. All companies are then ranked according to their STEEPP

score to broadly determine their portfolio weighting (or indeed whether they make the grade to be a

portfolio company in the first place).

The STEEPP criteria are as follows:

STE

THE STEEPP PROCESS

Applying this STEEPP analysis, Fisher Funds constructed a portfolio

for Marlin which comprised 22 securities as at 30 June 2021.

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EARNINGS

GROWTH FORECAST

What is the company’s earnings

growth forecast over the next

three to five years? What is

the probability of achieving the

forecast? What does Fisher Funds

expect the company’s earnings

potential to be? Fisher Funds

notices that too many analysts

focus on short-term earnings. As

long-term growth investors, Fisher

Funds thinks about where the

company’s earnings could be in

three to five years.

PEOPLE/

MANAGEMENT

Who are the management team

and how long have they been in

their roles? Who are the directors,

what is their history with the

company and what do they bring

to the board? What is the depth of

management in the organisation

and is there a succession plan

for the key executive roles?

Does the management team

own shares in the business and

how are they rewarded? Has the

board and management exhibited

good corporate behaviour in the

areas of environmental, social

and governance considerations?

For Fisher Funds, the quality of

the company management and

its corporate governance is of

paramount importance.

PRICE/

VALUATION

How much of the future earnings

growth is already reflected in the

share price? Where does the

current share price sit in relation to

Fisher Funds’ worst to best case

valuation range? A company will

generate a higher score where the

market price currently reflects little

of that company’s upside potential.

EPP

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+36

%

Total Share Return

+5

%

Total Share Return

+72

%

Total Share Return

GERMANY

What does it do?

Adidas is the largest European

and second largest global

sportswear manufacturer.

Why do we own it?

Adidas is one of the world’s

leading brands and has a

strong track record of growth

and shareholder return. The

sportswear industry continues

to benefit from the shift towards

casualisation (athleisurewear) and

greater participation in sports.

Adidas is also selling more

items directly to the consumer,

which allows the company to

capture wholesalers retail mark-

up, boosting sales growth and

improving profitability.

CHINA

What does it do?

Alibaba is a leading e-commerce,

retail, and technology company

in China. Alibaba has over 60%

market share of the Chinese online

shopping market, in addition

to strong positions in a range

of businesses including cloud

computing, food delivery, online

media and digital payments.

Why do we own it?

Alibaba is the online marketplace

leader in China and is three

times larger than its nearest

competitor. It has sustainable

competitive advantages through

its extensive network and scale,

which it continues to leverage into

adjacent business areas such as

logistics and cloud. Alibaba is a

major beneficiary of the ongoing

digitalisation of retail and other

industries in China.

MARLIN PORTFOLIO

COMPANIES

The following is a brief introduction to each of your portfolio companies, with a description of

why Fisher Funds believes they deserve a position in the Marlin portfolio. Total share return is

for the year to 30 June 2021 and is based on the closing price for each company plus any capital

management initiatives. For companies that are new additions to the portfolio during the year,

total share return is from the first purchase date to 30 June 2021.

Total shareholders return in local currency sourced from Bloomberg.

UNITED STATES

What does it do?

Alphabet is the holding company

which owns Google and YouTube.

Google is the world’s leading

internet search provider and the

largest global advertising platform

by advertising revenue.

Why do we own it?

Alphabet has a wide moat

around its business arising from

its dominant position in online

search, significant intellectual

property and a strong brand. In an

increasingly digital world, online

search and digital advertising

are becoming important tools for

helping businesses attract and

retain customers. We believe

Alphabet will continue to grow

strongly as society digitises and

global advertising budgets shift

from traditional media to digital

formats.

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MARLIN PORTFOLIO

COMPANIES

+25

%

Total Share Return

UNITED STATES

What does it do?

Amazon is the dominant

e-commerce platform in the

western hemisphere. Alongside

the e-commerce platform,

the company offers marketing

services to vendors and

subscriptions to customers,

which includes everything from

free shipping to music and video.

Amazon’s AWS (Amazon Web

Services) business is the largest

global cloud computing provider,

helping clients with data storage

and computing power.

Why do we own it?

Amazon.com sits at the

crossroads of powerful

megatrends. These include

growth in e-commerce, migration

of advertising spend online

and the increasing adoption of

public cloud. The company has

significant scale and network

advantages. With a long growth

runway, Amazon is in a prime

position to monetise these

opportunities.

+21

%

Total Share Return

+14

%

Total Share Return

UNITED STATES

What does it do?

Boston Scientific is a leading

manufacturer of innovative medical

devices used to treat a range of

medical conditions to over 30

million patients each year. Boston

Scientific focuses on minimally

invasive therapies, which generally

improve patient outcomes versus

traditional surgery and reduce the

overall cost of treatment for health

systems.

Why do we own it?

Boston Scientific is well positioned

with market-leading positions in a

number of fast-growing medical

device markets. With a strong

pipeline of new product launches

and a track-record of investment

in innovation, we expect Boston

Scientific to sustain its above-

market growth and increase its

market share.

UNITED STATES

What does it do?

Dollar General is the leading

discount retailer in the US, selling

a range of everyday household

items including food and cleaning

products, as well as toys,

stationery, and basic apparel.

Dollar General has a talented

management team, strong track

record, and a scale advantage

over its competitors. Its stores

offer an attractive proposition to a

growing cohort of US households

that are financially stretched and

are not well served by traditional

retailers.

Why do we own it?

There are currently 17,000

Dollar General stores across

the US and the company opens

1,000 more stores every year

at attractive returns. Along with

the growth story, Dollar General

has an impressive track record

of consistency growing sales,

especially in difficult economic

environments where the

company value and convenience

proposition supports customer

growth.

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+7

%

Total Share Return

+50

%

Total Share ReturnTotal Share Return

+53

%

UNITED STATES

What does it do?

Within Dollar Tree, there are two

banners, Dollar Tree and Family

Dollar, with the latter being

acquired in 2015. Both banners

have around 7,500 stores. Dollar

Tree sells a 50/50 mix of everyday

and discretionary items with the

latter focusing on events like

birthdays and back to school at

fixed price point of $1, $3 or $5.

Family Dollar is a multi-price point

discount store predominantly

selling everyday items.

Why do we own it?

Until recently, everything at

Dollar Tree was priced at $1. The

company recently introduced

$3 and $5 items, which could

materially increase sales per store

and drive greater profitability.

Before Dollar Tree purchased

Family Dollar the chain went

through a period of under

investment. Dollar Tree has been

rectifying this by renovating Family

Dollar stores and improving

selection, which is resonating well

with consumers. Lastly, we think

Dollar Tree has counter-cyclical

qualities.

UNITED STATES

What does it do?

Edwards Lifesciences is the global

market leader in the treatment of

heart valve disease, which impacts

millions of people worldwide and

carries a poor prognosis if left

untreated. Edward’s main product

allows for the treatment of this

disease without the need for risky

open-heart surgery.

Why do we own it?

Edwards Lifesciences continues

to lead the industry in innovation,

investing in the development of

new products which both improve

medical outcomes for patients and

help doctors treat a wider range

of previously untreated patients

using a lower risk approach. With

a dominant market share and

continued investment in research

and development, Edwards

Lifesciences is well positioned for

long-term growth.

UNITED STATES

What does it do?

Facebook owns four of the most

dominant social networking and

messaging platforms in the world

– the Facebook app, Instagram,

Messenger and WhatsApp. It

monetises these platforms by

selling advertising to millions of

businesses globally.

Why do we own it?

The average US user spends over

an hour a day on Facebook and

Instagram combined. This high

user engagement, combined with

Facebook’s unparalleled ability

to deliver an audience of over 2

billion users to advertisers, has

created one of the most valuable

advertising platforms in the

world. We see significant growth

ahead as Facebook captures a

considerable share of advertising

dollars as media budgets move

away from TV and towards digital

platforms. Facebook’s recent

push to enable ecommerce in its

apps provides another lever to

drive growth.

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Total Share ReturnTotal Share ReturnTotal Share Return

+39

%

UNITED STATES

What does it do?

First Republic is a founder

led bank, providing private

banking, business banking and

wealth management in Urban,

Coastal markets in the US. First

Republic offers a high-touch,

service orientated model where

customers have a single point of

contact across all banking needs.

This differentiates First Republic

from main street peers.

Why do we own it?

With its superior service offering,

First Republic has consistently

generated superior loan growth,

while maintaining extremely

prudent lending standards.

Given these characteristics, First

Republic offers a high-quality

investment with attractive earnings

growth potential.

+83

%

+100

%

UNITED STATES

What does it do?

Floor and Decor is a leading

specialty retailer of hard surface

flooring in the United States. The

company offers a broad selection

of tile, wood, stone, related

tools and flooring accessories

at everyday low prices. The

company’s extensive selection of

product allows customers to get

what they need when they need

it. As Floor and Décor source

directly from manufacturers or

quarries worldwide, their products

are priced below those of

competitors.

Why do we own it?

Floor and Decor has potential to

dominate the niche hard surface

flooring category, which has been

growing mid-single digits year over

year. There is significant runway

for future store growth with the

potential to quadruple its footprint

to around 400 stores. Given the

company’s size and scale, Mom

and Pop retailers, which have 50%

market share, cannot compete

on price or service with Floor and

D é c or.

UNITED STATES

What does it do?

Gartner is a leading research,

consulting, and advisory company.

Its information technology

research service is seen as

a ‘must-have’ at most large

corporates and is used by 75%

of Fortune 1,000 companies.

Gartner provides up-to-date

industry research and analysis to

help these business leaders make

informed decisions around their

technology, such as the selection

of software vendors or current

best practice in cyber-security or

cloud infrastructure.

Why do we own it?

In a world of constant

technological change and

business model disruption –

Gartner’s research and analysis is

becoming increasingly important

to help companies to navigate this

challenging environment. Gartner

estimates there are 138,000

businesses globally that could

use its service, of which just over

13,000 are current customers –

indicating a long growth runway.

Gartner is now looking to replicate

this model in adjacent business

functions including HR, Finance,

and Supply Chain, with early

progress looking promising.

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Total Share ReturnTotal Share ReturnTotal Share Return

+50

%

+38

%

UNITED KINGDOM

What does it do?

Greggs is a vertically integrated

food-on-the-go operator in the

UK. The company operates more

than 2,000 stores and is the leader

in the UK take-away sandwich and

savoury market.

Why do we own it?

Greggs continues to be an

attractive long-term growth story

with the potential to gain share

of a fragmented market given

the strength of Gregg’s value

proposition. We see plenty of

opportunity for Greggs to continue

rolling out stores, while also

implementing strategic initiatives

(e.g. evening trade, delivery, click

and collect) to increase sales

turnover at established stores.

+64

%

UNITED STATES

What does it do?

Hexcel is a leading supplier of

advanced composite materials

(like carbon fibre) for aerospace,

wind turbines and automobiles.

Advanced composites are

generally lighter and stronger

than traditional materials such

as aluminium, which has seen

the composite content of aircraft

and other industrial applications

increase significantly over time.

Why do we own it?

The aerospace composite

industry has high barriers to

entry due to scale, the close

integration of processes with its

aerospace manufacturer clients,

and the lengthy qualification

processes required to be able

to supply Airbus and Boeing’s

aircraft programmes. Only a

few manufacturers are qualified

to supply composite parts and

materials to these aerospace

customers.

UNITED STATES

What does it do?

Hilton is one of the largest hotel

brand owners globally. There are

6,000 hotel properties associated

with one of company’s fifteen

hotel banners. Hilton is an asset-

light franchisor, who takes a

percentage of the revenue from

hotels that use their brands as

opposed to owning the properties.

Why do we own it?

We see a lot of growth for

Hilton over the longer-term as

independent hotels increasingly

look to join branded chains like

Hilton. Being part of a chain

allows the hotel owner to charge

higher room rates and helps

boost occupancy (via loyalty

programmes and more marketing

clout). Hilton has 5% market share

of global hotel rooms, but 20%

share of new hotel openings,

highlighting that Hilton should

continue to outgrow the market as

small independent operators lose

share.

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Total Share ReturnTotal Share ReturnTotal Share Return

+23

%

IRELAND

What does it do?

Known as a contract research

organisation (CRO), Icon provides

specialised services in clinical trial

management for pharmaceutical

and biotechnology companies.

Why do we own it?

The increasing complexity and

regulatory requirements of clinical

trial management are forcing

pharmaceutical and biotechnology

companies all over the world

to seek the help of specialist

CROs such as Icon. Icon’s global

footprint and broad strengths in

clinical management make it one

of only a few companies qualified

to provide these services. Growth

is being driven by the shift to

outsourcing, growth in the number

of drugs being tested, and larger

trials required by regulatory bodies

such as the FDA.

+24

%

+3

%

UNITED STATES

What does it do?

Mastercard is the second largest

payment network in the world,

operating in 210 countries and

supporting more than 2 billion

cards across its network.

Why do we own it?

Mastercard’s growth outlook is

underpinned by the secular shift

to electronic payments and away

from cash, particularly in emerging

markets where Mastercard

has significant presence.

These structural growth drivers

combined with increasing margins

and high cash flow generation

supports a strong growth outlook

over the medium to long-term.

UNITED STATES

What does it do?

NVR is the 4th largest homebuilder

in the US. Unlike most

homebuilders, which are also land

developers, NVR focuses solely

on homebuilding, using options

to control land, which gives them

the right but not the obligation to

buy lots on a just-in-time basis.

NVR also differentiates itself from

peers by pre-fabricating frames,

roofs, staircases in one of its

eight manufacturing facilities.

Most of NVR competitors still do

everything on site.

Why do we own it?

NVR’s asset-light model,

central pre-fabrication and local

economies of scale allow NVR

to generate higher returns on

investment capital than peers and

grow without having to reinvest

much capital. Combined with

what is a very fragmented market

comprising many small players,

NVR’s competitive advantages

should allow it to deliver superior

returns and take market share for

many years to come.

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+67

%

Total Share ReturnTotal Share ReturnTotal Share Return

UNITED STATES

What does it do?

Signature Bank is a specialist

regional bank, lending largely

to wealthy families and private

businesses in New York and

California. They have a sticky

deposit base that comes from

managing transactional business

accounts for businesses like

law firms, accounting firms,

and property management

companies, a long track record

of growth and strong credit

control.

Why do we own it?

Signature Bank has an

uncomplicated relationship

driven business model and

growth algorithm. Its ability to

attract and retain senior bankers

from other banks through a

profit-sharing compensation

model has allowed them to grow

loans and deposits at close to

20% pa over the last 10 years.

It is still a relatively small bank

in a very large market and we

see many more years of growth

ahead.

UNITED STATES

What does it do?

PayPal is a global leader in online

payments, enabling frictionless

checkout for ecommerce as well

as peer-to-peer transfers and

international remittances. With

over 400 million users, PayPal is

rapidly becoming a must have tool

for online merchants.

Why do we own it?

We are attracted to PayPal due to

its broad based and sustainable

competitive advantages and

strong growth prospects. PayPal

has technology, scale and global

network advantages which give it

a considerable advantage over its

competitors. PayPal benefits from

continued growth in e-commerce

and peer-to-peer payments and

has significant optionality to

grow in areas like buy-now pay-

later, lending and other financial

services.

+134

%

+73

%

BRAZIL

What does it do?

StoneCo is a rapidly growing

payment service provider in Brazil

that allows small merchants to

accept digital payments in-store

and online. Stone was founded in

2012 in response to deregulation

in the Brazilian payments market.

Stone’s technology, service

and unique business model has

proven disruptive and enabled

them to gain significant market

share.

Why do we own it?

Digital payment penetration is

still low in Brazil, but is increasing

rapidly due to the shift away from

cash and growth in ecommerce.

We believe Stone will benefit from

this strong industry growth, but

also continue to take market share

from the bank-owned incumbents.

All considered we believe Stone is

an attractive founder-led business

with many years of growth ahead.

MARLIN PORTFOLIO COMPANIES CONTINUED

MARLIN GLOBAL LIMITED
ANNUAL REPORT

2021

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27

CHINA

What does it do?

Tencent is China’s largest online

gaming company with over 50%

market share and also owns WeChat,

the leading social network and

messaging platform with over a billion

users. The WeChat app is deeply

ingrained into daily life in China with

the average user spending an hour a

day on the platform doing everything

from messaging, social feeds, news

feeds, e-commerce, hailing cabs,

ordering food, booking travel, paying

utility bills and watching videos.

Tencent also has leading positions

in a range of adjacencies including

digital payments (WeChat Pay),

music & video streaming, and cloud

computing.

Why do we own it?

While Tencent’s core business is

its gaming business, the WeChat

platform is allowing it to create

significant value in adjacent areas

such as advertising and payments

which we do not think is fairly reflected

in the current share price. The digital

advertising opportunity in China

is large and rapidly growing, and

WeChat is ideally placed to capitalise

given it share of online time and ability

to connect businesses with users.

Payments is also a large opportunity in

a market where credit and debit cards

aren’t widely used and cash is rapidly

being displaced by WeChat Pay and

AliPay.

Total Share Return

+17

%

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, Kingfish 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 Marlin board on

10 February 2012.

DAVID McCLATCHY BCom

Independent Director

David McClatchy is an experienced company

director who has extensive investment management

experience across New Zealand and international

markets over the last 35 years. David is a director of

Kingfish and Barramundi. Before returning to New

Zealand in 2019, David was Group Chief Investment

Officer for Insurance Australia Group and Director and

Head of IAG Asset Management. Prior to this, David

had a 16-year career with ING as Chief Executive and

Chair of ING Investment Management in Australia

and Chief Investment Officer and Director of ING

New Zealand. David’s principal place of residence is

Tauranga.

David McClatchy was first appointed to the Marlin

board on 1 July 2021.

CAROL CAMPBELL BCom, FCA, 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 Kingfish, and Chair

of the Audit and Risk committee of Marlin Global.

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 Marlin board on

5 June 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, Kingfish, 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 Marlin board on

1 March 2013.

BOARD OF DIRECTORS

Alistair RyanAndy CoupeCarol CampbellDavid McClatchy

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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28

For the year ended 30 June 2021 and current
as at the date of this Annual Report

CORPORATE

GOVERNANCE STATEMENT

Marlin’s board recognises the importance of good

corporate governance and is committed to ensuring

that the Company meets best practice governance

principles to the extent that they are appropriate for

the nature of the Marlin operations. Strong corporate

governance practices encourage the creation of

value for Marlin shareholders, while ensuring the

highest standards of ethical conduct and providing

accountability and control systems commensurate with

the risks involved.

The board is responsible for establishing and

implementing the Company’s corporate governance

frameworks and is committed to fulfilling this role in

accordance with best practice having appropriate

regard to applicable laws, the NZX Corporate

Governance Code (“NZX Code”) and the Financial

Markets Authority Corporate Governance in New

Zealand - Principles and Guidelines. The board

oversees the management of Marlin, with the day-to-day

portfolio and administrative management responsibilities

of Marlin being delegated to Fisher Funds Management

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

Over the financial year ended 30 June 2021, Marlin

was in compliance with the NZX Code, with the

exception of recommendations 4.3

1

and 5.3

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 Marlin constitution and each of the charters,

codes and policies referred to in this section are

available on the Marlin website (www.marlin.co.nz)

under the “About Marlin” “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

Marlin’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 Marlin matters.

The Code of Ethics & Standards of Professional Conduct

covers a wide range of areas including: standards of

behaviour, conflicts of interest, proper use of Company

information and assets, compliance with laws and

policies, reporting concerns and receiving gifts.

Any person who becomes aware of a breach or

suspected breach of the Code of Ethics & Standards of

Professional Conduct is required to report it immediately

in accordance with the procedure set out in the Code of

Ethics & Standards of Professional Conduct.

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 Marlin website for

directors and staff to access at any time.

Securities Trading Policy

Marlin’s Securities Trading Policy details the restrictions

on persons nominated by Marlin (including its directors

and employees of the Manager who work on Marlin

matters) (“Nominated Persons”) on trading in Marlin

shares and other securities.

Nominated Persons, with the permission of the board

of Marlin, may trade in Marlin shares only during the

trading window commencing immediately after Marlin’s

weekly disclosure of its net asset value on 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 Marlin shares

when they have price sensitive information that is not

publicly available.

The Securities Trading Policy is available on the Marlin

website.

1 –

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

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

2 –

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

pursuant to an Administration Services Agreement.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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29

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.

Board charter

Marlin’s board operates under a written charter which

defines the respective functions and responsibilities of the

board, focusing on the values, principles and practices

that provide the corporate governance framework.

The board has overall responsibility for all decision

making within Marlin. The board is responsible for the

direction and control of Marlin and is accountable to

shareholders and others for Marlin’s performance and

its compliance with the appropriate laws and standards.

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

Marlin 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 Marlin and can

request any information they consider necessary for

informed decision making.

The Board Charter is available on the Marlin website.

Nomination and appointment of directors

In accordance with Marlin’s constitution and NZX

Listing Rules, a director must not hold office without

re-election past the third annual 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 Marlin’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

Marlin provides a letter of appointment to each

newly appointed director setting out the terms

of their appointment which they are required to

sign. The letter includes information regarding the

board’s responsibilities, expectations of directors

and independence, expected time commitments,

indemnity and insurance provisions, 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 Marlin 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

annually. Directors have undertaken to inform the

board as soon as practicable if they think their status

as an independent director has or may have changed.

As at 30 June 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

and changes to the board post 30 June 2021 are

available on page 63.

Diversity

Marlin 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 30 June

2021, there were no appointments to the board.

Refer to page 63 for changes made to the board post

the 30 June 2021 year end.

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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30

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 Marlin achieved the objectives

set out in its Diversity Policy for the year ended 30 June

2021.

The Diversity Policy is available on the Marlin 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 of 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.

Independent Chair and separation of the Chair

and Chief Executive

The Chair of the Board is an independent director. Marlin

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 two 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

10/102/21/12/2

Andy

Coupe

10/102/21/12/2

Carmel

Fisher

10/102/21/12/2

Alistair

Ryan

10/102/21/12/2

During the financial year ended 30 June 2021, the

board of Marlin 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 Marlin 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,

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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31

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 Marlin website.

Investment Committee

The Investment Committee Charter sets out the

objective of the Investment Committee, which is to

oversee the investment management of Marlin to

ensure the portfolio is managed in accordance with

the investment mandate and with the long-term

performance objectives of Marlin. The Investment

Committee Charter is available on the Marlin website.

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 Marlin.

Principle 4 – Reporting and disclosure

The board should demand integrity in financial and

non-financial reporting, and in the timeliness and

balance of corporate disclosures.

Continuous Disclosure

Marlin is committed to promoting investor

confidence by providing complete and equal

access to information in accordance with the NZX

Listing Rules. Marlin has a Continuous Disclosure

Policy designed to ensure this occurs and a copy

of the policy is available on the Marlin website. The

Corporate Manager is responsible for overseeing

and co-ordinating disclosure to the exchange

Charters and policies

Marlin’s key corporate governance documents,

including its Code of Ethics & Standards of

Professional Conduct, board and committee

charters and other policies, are available on the

Marlin website under the “About Marlin” “Policies”

section.

Financial Reporting

Marlin believes its financial reporting is balanced,

clear and objective. Marlin is committed to

ensuring integrity and timeliness in its financial and

non-financial reporting and ensuring the market

and shareholders are provided with an objective

view on the performance of the Company.

The Audit and Risk Committee oversees the

quality and integrity of external financial reporting,

including the accuracy, completeness and

timeliness of financial statements. The Audit and

Risk Committee reviews half-yearly and annual

financial statements and makes recommendations

to the board concerning accounting policies,

areas of judgement, compliance with accounting

standards, stock exchange and legal requirements

and the results of the external audit.

As at 30 June 2021, Marlin did not have a formal

environmental, social and governance (ESG)

framework. Marlin considers that, given the nature

of its operations (as an investment company), it

is not appropriate to maintain an ESG framework

due to the lack of available metrics relevant to

its business against which it could report on

such matters. Marlin will continue to assess

the relevance of adopting an ESG framework.

However, the Manager has a formal ESG

framework which governs its stock selection, which

the board is fully supportive of and committed to.

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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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 Marlin 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 Marlin 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 Marlin for the year ended 30

June 2021.

Directors’ remuneration* for the 12 months

ended 30 June 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

4,361 shares under the Marlin 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 3,269

shares under the Marlin 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).

(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 3,269 shares

under the Marlin Share Purchase Plan. (Andy Coupe 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).

(4) Carmel Fisher is a substantial Marlin 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 63).

Details of remuneration paid to directors are also

disclosed in note 11 to the financial statements for the

financial year ended 30 June 2021. The directors’ fees

disclosed in the financial statements include a portion of

non-recoverable GST expensed by Marlin.

There are no retirement benefits for directors nor are

there any share options available for directors.

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

Marlin 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

Marlin delegates its management personnel

requirements to Fisher Funds pursuant to an

Administration Services Agreement. For this reason,

Marlin does not have a Chief Executive Officer and it

does not consider it appropriate to make disclosures

about remuneration 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 11 to Marlin’s financial statements for the financial

year ended 30 June 2021.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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33

Principle 6 – Risk management
Directors should have a sound understanding of

the material risks faced by the issuer and how to

manage them. The board should regularly verify that

the issuer has appropriate processes that identify

and manage potential and material risks.

Risk management framework

The board has overall responsibility for Marlin’s system

of risk management and internal control. Marlin has

in place policies and procedures to identify areas of

significant business risk and implements procedures

to manage those risks effectively.

Key risk management tools used by Marlin include the

Audit and Risk Committee function, outsourcing of

certain functions to service providers, internal controls,

financial and compliance reporting procedures and

processes and business continuity planning. Marlin

also maintains insurance policies that it considers

adequate to meet its insurable risks.

The board is actively involved in tracking the

development of existing risks and the emergence

of new risks to Marlin’s business. The Audit and

Risk Committee and board receive regular reports

on the operation of risk management policies and

procedures. Significant risks are discussed at each

board meeting, and/or as required.

In addition to Marlin’s policies and procedures in place

to manage business risks, the Manager has its own

comprehensive risk management policy. The board is

informed of any changes to the Manager’s 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 30 June 2021, the

board of Marlin 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. 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 its mandated approach.

During the period of the initial first New Zealand

lockdown, when there was significant volatility in the

NZX, Marlin 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. Marlin 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

Marlin for future periods.

The preparation of Marlin’s financial statements for the

financial year ended 30 June 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

Marlin’s Audit and Risk Committee makes

recommendations to the board on the appointment of the

external auditor. The Audit and Risk Committee monitors

the independence and effectiveness of the external

auditor and approves and reviews any non-audit services

performed by the external auditor. An External Auditor

Independence Policy, which documents the framework of

Marlin’s relationship with its external auditor, was adopted

in May 2018. This policy includes procedures:

(a) to sustain communication with Marlin’s external

auditor;

(b) to ensure that the ability of the external auditor to carry

out its statutory audit role is not impaired, or could

reasonably be perceived to be impaired;

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

or level) other than their statutory audit roles may be

provided by the external auditor to Marlin; and

CORPORATE GOVERNANCE STATEMENT CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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(d) to provide for the monitoring and approval by the
Audit and Risk Committee of any service provided

by the external auditor to Marlin other than in its

statutory audit role.

The Audit and Risk Committee meets with the external

auditor, without management present, to approve its

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.

Marlin’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 Marlin and their independence in relation to

the conduct of the audit.

Marlin does not have an internal audit function,

however the Company regularly reviews all areas of

risk management and focuses on all operating and

compliance risk obligations. Marlin delegates day-to-

day management responsibilities to the Manager and

the Corporate Manager is responsible for managing

operational and compliance risks across Marlin’s

business and reporting on those matters to the board

as needed.

Principle 8 – Shareholder rights and relations

The board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the is su e r.

Information for shareholders

The board recognises the importance of providing

shareholders with comprehensive, timely and equal

access to information about its activities. The board

aims to ensure that shareholders have available to

them all information necessary to assess Marlin’s

performance.

Marlin’s website, www.marlin.co.nz, provides

information to shareholders and investors about the

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

contains a range of information including periodic

and continuous disclosures to NZX, annual reports

and content related to the Annual Shareholders’

Meeting. The website also contains information about

Marlin’s directors, copies of key corporate governance

documents and general company information.

The board recognises that other stakeholders may

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

no specific stakeholders’ interests that are currently

identifiable, Marlin will continue to review policies in

consideration of future interests.

Communicating with shareholders

Marlin communicates regularly with its shareholders

through its monthly and quarterly updates. The

Company receives questions from shareholders

from time to time and has processes in place to

ensure shareholder communications are responded

to within a reasonable timeframe. The Company’s

website sets out Marlin’s appropriate contact details

for communications from shareholders. Marlin also

provides options for shareholders to receive and send

communications by post or electronically.

Shareholder voting rights

When required by the Companies Act 1993, Marlin’s

Constitution and the NZX Listing Rules, Marlin will refer

decisions to shareholders for approval. Marlin’s policy

is to conduct voting at its shareholder meetings by way

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

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Notice of annual meeting
The 2021 Marlin Notice of Annual Meeting will be sent

to shareholders at least 20 working days prior to the

meeting and will be published on the Marlin 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 8 November

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.

Management Agreement Renewal

The Management Agreement between Marlin and

Fisher Funds is subject to renewal every five years.

The Management Agreement is next subject to

renewal in 2022.

NZX Waivers

Marlin outsources all investment management

functions and administration services to the Manager

under the Management Agreement entered into when

Marlin first listed. The Management Agreement has

been amended to reflect the evolving relationship

between Marlin 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 Marlin across staff utilisation and costs.

There was no substantive change to the nature or

scope of services or the actual costs payable.

Marlin 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 Marlin

website: www.marlin.co.nz/investor-centre/market-

announcements/.

Capital raisings

Marlin Warrant Issue (MLNWD)

On 6 November 2020, Marlin warrant holders had the

option to convert their warrants into ordinary Marlin

shares at an exercise price of $0.86 per warrant. On

the same day, Marlin shares were trading on-market at

$1.20, a 39.5% premium to the exercise price.

Warrant holders took advantage of this discount, with

33,399,590 warrants out of a possible 37,252,688

warrants (90%) being converted into Marlin shares.

The new shares were allotted to warrant holders on 11

November 2020. All new shares have the same rights

as current Marlin shares, including participating in the

company’s quarterly dividend policy.

The remaining 3,853,098 warrants which were not

exercised lapsed, and all rights in regards to them

expired.

The additional funds were invested in Marlin’s

investment portfolio of stocks, in similar proportions to

the existing portfolio.

Marlin Warrant Issue (MLNWE)

On 17 May 2021, Marlin issued 47,256,870 warrants to

shareholders based on a record date of 14 May 2021.

Marlin shareholders were issued one warrant for every

four shares held. Each warrant gives shareholders

the right, but not the obligation, to subscribe for one

additional share in Marlin on the 20 May 2022 exercise

date.

The exercise price will be $1.28 less any dividends per

share declared by the Company with a record date

between 17 May 2021 and the announcement of the 20

May 2022 exercise price. The final exercise price will be

calculated and advised to warrant holders at least six

weeks before the exercise date.

CORPORATE GOVERNANCE STATEMENT CONTINUED

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For the year ended 30 June 2021
DIRECTORS’ STATEMENT

OF RESPONSIBILITY

We present the financial statements for Marlin Global Limited for the year ended 30 June 2021.

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

Company as at 30 June 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 Marlin board authorised these financial statements for issue on 23 August 2021.

Alistair Ryan Carol Campbell

David McClatchy Andy Coupe

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39Statement of Comprehensive Income
40Statement of Changes in Equity

41Statement of Financial Position

42Statement of Cash Flows

43Notes to the Financial Statements

57Independent Auditor's Report

FINANCIAL

STATEMENTS CONTENTS

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The accompanying notes form an integral part of these financial statements.
Notes 2021 2020

$000 $000

Interest income 6 16

Dividend income 612 635

Net changes in fair value of financial assets and liabilities2 7 7, 6 8 8 26,421

Other income/(losses)3 (244) (134)

Total net income 78,062 26,938

Operating expenses4 (6,556) (4,348)

Operating profit before tax 71,506 22,590

Total tax expense5 (2,326) (33)

Net operating profit after tax attributable to shareholders 6 9,18 0 22,557


Total comprehensive income after tax attributable to shareholders 6 9,18 0 22,557

Basic earnings per share739.55c15 .17c

Diluted earnings per share738.60c15.09c

STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 June 2021

MARLIN GLOBAL LIMITED

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STATEMENT OF
CHANGES IN EQUITY

FOR THE YEAR ENDED 30 June 2021

MARLIN GLOBAL LIMITED

Attributable to shareholders of the company

Notes

Share

Capital

Retained

Earnings

Tot al

Equity

$000$000 $000

Balance at 1 July 2019 133,382 7, 2 27 140,609

Comprehensive income

Net operating profit after tax 0 22,557 22,557

Other comprehensive income 0 0 0

Total comprehensive income for the year ended 30 June 2020 0 22,557 22,557


Transactions with shareholders

Warrant issue costs6 (2) 0 (2)

Dividends paid6 0 (11,73 9 ) (11,73 9 )

New shares issued under dividend reinvestment plan6 4,730 0 4,730

Shares issued from treasury stock under dividend

reinvestment plan

6 9 0 9

Total transactions with shareholders for the

year ended 30 June 2020

4,737 (11,73 9 ) ( 7,0 0 2 )

Balance at 30 June 2020 13 8 ,119 18,045 15 6 ,16 4


Comprehensive income

Net operating profit after tax 0 6 9,18 0 6 9,18 0

Other comprehensive income 0 0 0

Total comprehensive income for the year ended 30 June 2021 0 6 9,18 0 6 9,18 0


Transactions with shareholders

Shares issued for warrants exercised6 28,652 0 28,652

Warrant issue costs6 (14) 0 (14)

Dividends paid6 0 (15,859) (15,859)

New shares issued under dividend reinvestment plan6 6,258 0 6,258

Total transactions with shareholders for the

year ended 30 June 2021

34,896 (15,859) 19,037

Balance at 30 June 2021 173,015 71,366 244,381

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

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STATEMENT OF
FINANCIAL POSITION

AS AT 30 June 2021

MARLIN GLOBAL LIMITED

Notes 2021 2020

$000 $000

SHAREHOLDERS' EQUITY244,38115 6 ,16 4

Represented by:

ASSETS

Current Assets

Cash and cash equivalents 10 5 ,10 2 2,640

Trade and other receivables 8 111 1,593

Financial assets at fair value through profit or loss 2 246,851 155,638

Current tax receivable5 0 58

Total Current Assets 252,064 159,929


Non-current Assets

Deferred tax asset5 0 1

Total Non-current Assets 0 1

TOTAL ASSETS 252,064 159,930

LIABILITIES

Current Liabilities

Trade and other payables 9 3,227 3,309

Financial liabilities at fair value through profit or loss 2 2,277 457

Current tax payable5 2,179 0

Total Current Liabilities 7,6 8 3 3,766

TOTAL LIABILITIES 7,6 8 3 3,766

NET ASSETS 244,381 15 6 ,16 4

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


A B Ryan C A Campbell

Chair Chair of the Audit and Risk Committee

23 August 2021 23 August 2021

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

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STATEMENT OF
CASH FLOWS

FOR THE YEAR ENDED 30 June 2021

MARLIN GLOBAL LIMITED

Notes 2021 2020

$000 $000

Operating Activities

Sale of listed equity investments 85,825 66,965

Interest received 6 18

Dividends received 643 648

Other expenses (438) (174)

GST refund 198 0

Purchase of listed equity investments (105,043) (55,653)

Operating expenses ( 5 ,12 0 ) (2,803)

Ta xe s pa id (88) (418)

Net settlement of forward foreign exchange contracts 7, 4 3 3 (1,906)

Net cash (outflows)/inflows from operating activities10 (16,584) 6,677

Financing Activities

Proceeds from warrants exercised 28,652 0

Warrant issue costs (14) (2)

Dividends paid (net of dividends reinvested) (9,601) (7,000)

Net cash inflows/(outflows) from financing activities 19,037 ( 7,0 0 2 )

Net increase/(decrease) in cash and cash equivalents held 2,453 (325)

Cash and cash equivalents at beginning of the year 2,640 2,941

Effects of foreign currency translation on cash balance 9 24

Cash and cash equivalents at end of the year10 5 ,10 2 2,640




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

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NOTES TO THE
FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 June 2021

MARLIN GLOBAL LIMITED

NOTE 1 BASIS OF ACCOUNTING

Reporting Entity

Marlin Global Limited (“Marlin” or “the Company”) is listed on the NZX Main Board, is registered in

New Zealand under the Companies Act 1993 and is a FMC Reporting Entity under the Financial

Markets Conduct Act 2013.

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

Basis of Preparation

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

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

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

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

International Financial Reporting Standards (IFRS).

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

and liabilities at fair value through profit or loss.

The functional and reporting currency used to prepare the financial statements is New Zealand

dollars, rounded to the nearest one thousand dollars.

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.

Foreign Currency Transactions and Translations

Foreign currency transactions are converted into New Zealand dollars using exchange rates

prevailing at transaction date. Foreign currency assets and liabilities are translated into New Zealand

dollars using the exchange rates prevailing at the balance date.

Foreign exchange gains or losses relating to the financial assets and liabilities at fair value through

profit or loss are presented in the Statement of Comprehensive Income within “Net changes in fair

value of financial assets and liabilities”.

Foreign exchange gains and losses relating to cash and cash equivalents, trade and other

receivables, and trade and other payables are presented in the Statement of Comprehensive Income

within “Other income/(losses)”.

Accounting Policies

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

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

statements and are designated by a

symbol.

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

otherwise stated.

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

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

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

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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 1 BASIS OF ACCOUNTING CONTINUED

Critical Judgements, Estimates and Assumptions

The preparation of financial statements requires the directors to make judgements, estimates and

assumptions that affect the application of policies and reported amounts of assets and liabilities, income

and expenses. Judgements are designated by a

j

symbol in the notes to the financial statements.

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

statements.

Authorisation of Financial Statements

The Marlin Board of Directors authorised these financial statements for issue on 23 August 2021.

No party may change these financial statements after their issue.

NOTE 2 FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE

THROUGH PROFIT OR LOSS


j

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

in accordance with a documented investment strategy, Marlin has classified all of its investments at

fair value through profit or loss.

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

in fair value. Net changes in the fair value of financial assets and liabilities are recognised in the

Statement of Comprehensive Income.

Financial liabilities at fair value through profit or loss comprise forward foreign exchange contracts

with negative value.

Financial liabilities at fair value through profit or loss comprise forward foreign exchange contracts

with negative value.

Forward foreign exchange contracts can be used as economic hedges for equity investments

against currency risk. They are accounted for on the same basis as those investments and are

recognised at their fair value.

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

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

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

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

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

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

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

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

The fair value of forward foreign exchange contracts is determined by using valuation techniques

based on spot exchange rates and forward points supplied by The World Markets Company PLC

via Refinitiv.

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

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

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

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

used in an active market, the investments are categorised as Level 1. When significant inputs

derived from quoted prices are used, theinvestments are categorised as Level 2. If significant

inputs are not based on observable market data, they are categorised as Level 3.

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j

All listed equity investments held by Marlin are categorised as Level 1 and all forward foreign

exchange contracts are classified as Level 2 in the fair value hierarchy. There have been no

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

There were no financial instruments classified as Level 3 at 30 June 2021 (2020: none).

20212020

$000$000

Financial assets and liabilities at fair value through profit or loss

Financial Assets:

International listed equity investments 246,847 155,625

Forward foreign exchange contracts 4 13

Total financial assets at fair value through profit or loss 246,851 155,638


Financial Liabilities:

Forward foreign exchange contracts 2,277 457

Total financial liabilities at fair value through profit or loss 2,277 457


Net changes in fair value of financial assets and liabilities

International listed equity investments 79,980 25,047

Foreign exchange (losses)/gains on equity investments (7,897) 4,920

Gains/(losses) on forward foreign exchange contracts 5,605 (3,546)

Net changes in fair value of financial assets and liabilities

through profit or loss

77,6 8 8 26,421

The fair value of 6 stocks was determined using the bid price (2020: 7 stocks).

The notional value of forward foreign exchange contracts held at 30 June 2021 was $113,445,741

(2020: $76,609,790).

NOTE 3 OTHER (LOSSES)/INCOME

2021 2020

$000$000

GST refund (note 11) 198 0

Foreign exchange losses on cash and cash equivalents and outstanding

settlements

(442) (134)

Total other losses (244) (134)

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NOTE 4 OPERATING EXPENSES
2021 2020

$000$000

Management fee (note 11) 2,607 1,897

Performance fee (note 11) 2,883 1,582

Administration services (note 11) 159 159

Directors' fees (note 11) 176 175

Brokerage 298 191

Investor relations and communications 132 101

Custody and accounting fees 99 55

NZX fees 60 56

Professional fees 41 44

Fees paid to the auditor:

Statutory audit and review of financial statements 38 36


Non-assurance services

1

2 2

Regulatory fees 16 14

Other operating expenses 45 36

Total operating expenses 6,556 4,348

1

Non-assurance services in the prior year relate to agreed upon procedures performed in respect of the

performance fee calculation. No other fees were paid to the auditor.

NOTE 5 TA X ATION

Marlin is a Portfolio Investment Entity (“PIE”) for tax purposes.

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

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

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

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

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

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

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

FOR THE YEAR ENDED 30 June 2021

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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2021 2020
$000$000

Taxation expense is determined as follows:

Operating profit before tax 71,506 22,590

Non-taxable realised gain on financial assets and liabilities (28,628) (20,676)

Non-taxable unrealised gain on financial assets and liabilities (43,221) (8,792)

Fair Dividend Rate income 8,965 7, 3 0 0

Exempt dividends subject to Fair Dividend Rate (616) (632)

Non-deductible expenses and other 307 208

Forfeit of tax credits 0 326

Prior period adjustment (1) (207)

Tax losses utilised (4) 0

Taxable income 8,308 117

Tax at 28% 2,326 33

Taxation expense comprises:

Current tax 2,327 0

Deferred tax 0 0

Forfeit of tax credits 0 91

Prior period adjustment (1) (58)

Total tax expense 2,326 33


Current tax balance

Opening balance 58 (327)

Prior period adjustment 0 58

Current tax movements (2,327) 0

Ta x pa id 0 327

Credits used 88 0

Losses utilised 2 0

Current tax (payable)/receivable (2,179) 58


Deferred tax balance

Opening balance 1 0

Current year losses 0 0

Tax credits (1)

Other 0 1

Deferred tax asset 0 1


j

A deferred tax asset is recognised only if it is probable that future tax profits will be available to

utilise against the deferred tax asset.

Imputation credits

The imputation credits available for subsequent reporting periods total $2,179,877 (2020: $nil). This

amount represents the balance of the imputation credit account at the end of the reporting period,

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

at 30 June 2021.

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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 6 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.

Marlin has 190,259,965 fully paid ordinary shares on issue (2020: 151,897,797). All ordinary shares

rank equally and have no par value. All shares carry an entitlement to dividends and one vote is

attached to each fully paid ordinary share.

Buybacks

Marlin maintains an ongoing share buyback programme. For the year ended 30 June 2021, Marlin did

not acquire any shares (2020: nil) under the programme which allows up to 5% of the ordinary shares

on issue (as at the date 12 months prior to the acquisition) to be acquired. Shares acquired under the

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

dividend reinvestment plan. There were no shares held as treasury stock at balance date (2020: nil).

Warrants

On 17 May 2021, 47,256,870 new Marlin warrants were allotted, and quoted on the NZX Main Board

on 18 May 2021. One new warrant was issued to all eligible shareholders for every four shares held

on record date (14 May 2021). The warrants are exercisable at $1.28 per warrant, adjusted down for

dividends declared during the period up to the exercise date of 20 May 2022. Warrant holders can

elect to exercise some or all of their warrants on the exercise date. The net cost of issuing the warrants

of $13,644 is deducted from share capital.

On 6 November 2020, 33,399,590 warrants valued at $28,723,647, less exercise costs of $71,879 (net

$28,651,768), were exercised at $0.86 per warrant, and the remaining 3,853,098 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 Marlin Board.

Marlin 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

25 Sep 2020 3 ,12 9 2.0626 Sep 2019 2,830 1.93

18 Dec 2020 4,101 2.2019 Dec 2019 2,943 1.99

26 Mar 2021 4,149 2.2127 Mar 2020 3,043 2.04

25 Jun 2021 4,480 2.3726 Jun 2020 2,923 1.94

15,859 8.84 11,73 9 7. 9 0

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Dividend Reinvestment Plan
Marlin has a dividend reinvestment plan which provides ordinary shareholders with the option to

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

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

year ended 30 June 2021, 4,962,578 ordinary shares totalling $6,258,001 (2020: 5,262,385 ordinary

shares totalling $4,738,947) were issued in relation to the plan for the quarterly dividends paid. To

participate in the dividend reinvestment plan, a completed participation notice must be received by

Marlin before the next record date.

NOTE 7 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the

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

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

denominator. Potential ordinary shares include outstanding warrants.

2021 2020


Basic earnings per share

Profit attributable to owners of the Company ($'000) 6 9,18 0 22,557

Weighted average number of ordinary shares on issue net of treasury stock ('000) 174, 9 4 0 148,671

Basic earnings per share 39.55c 15 .17c


Diluted earnings per share

Profit attributable to owners of the Company ($'000) 6 9,18 0 22,557

Weighted average number of ordinary shares on issue net of treasury stock ('000) 174, 9 4 0 148,671

Diluted effect of warrants on issue ('000) 4,262 778

179, 20 2 149,449

Diluted earnings per share 38.60c 15.09c

NOTE 8 TRADE AND OTHER RECEIVABLES

Trade and other receivables are classified as financial assets at amortised cost and are initially

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

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


j

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

2021 2020

$000$000

Dividends receivable 0 2

Unsettled investment sales 0 1,441

Other receivables and prepayments 111 150

Total trade and other receivables 111 1,593

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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 9 TRADE AND OTHER PAYABLES

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

value, and subsequently measured at amortised cost.


j

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

2021 2020

$000$000

Dividends payable 28 0

Related party payable (note 11) 3 ,15 2 1,761

Unsettled investment purchases 0 1, 511

Other payables and accruals 47 37

Total trade and other payables 3,227 3,309

NOTE 10 CASH AND CASH FLOW RECONCILIATION

Cash and Cash Equivalents

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

on deposit at banks.

2021 2020

$000$000

Cash - New Zealand dollars 4,606 989

Cash - International currency 496 1,651

Cash and Cash Equivalents 5 ,10 2 2,640


Reconciliation of Net Operating Profit after Tax to

Net Cash Flows from Operating Activities

Net operating profit after tax 6 9,18 0 22,557

Items not involving cash flows:

Unrealised gains on cash and cash equivalents (9) (24)

Unrealised gains on revaluation of investments (43,220) (8,792)

Unrealised losses on forward foreign exchange contracts 1,828 1,640

(41,401) ( 7,176 )

Impact of changes in working capital items

(Decrease)/increase in trade and other payables (82) 3,069

Decrease/(increase) in trade and other receivables 1,482 (1,446)

Change in current and deferred tax 2,238 (386)

3,638 1,237

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2021 2020
$000$000

Items relating to investments

Amount paid for purchases of investments (105,043) (55,653)

Amount received from sales of investments 85,825 66,965

Net amount paid on settlement of forward foreign exchange contracts 7, 4 3 3 (1,906)

Realised gains on investments (36,296) (19,267)

Increase/(decrease) in unsettled purchases of investments 1,519 (1,519)

Decrease in unsettled sales of investments (1,439) 1,439

(48,001) (9,941)

Net cash (outflows)/inflows from operating activities (16,584) 6,677


NOTE 11 RELATED PARTY INFORMATION

Parties are considered to be related if one party has the ability to control or exercise significant

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

Transactions with related parties

The Manager of Marlin 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 Marlin shareholders. For every 1% underperformance (relative

to the change in the NZ 90 Day Bank Bill Index) the management fee percentage is reduced by 0.1%,

subject to a minimum 0.75% per annum management fee.

(ii) Performance fee: Fisher Funds may earn an annual performance fee of 10% plus GST (2020:

15% plus GST) of excess returns over and above the performance fee hurdle return (being the

change in the NZ 90 Day Bank Bill Index plus 5%) subject to achieving the High Water Mark (“HWM”).

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

to performance fee) and payment 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 on

issue 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 in line with a typical operating expense.

For the year ended 30 June 2021, excess returns of $62,049,218 (2020: $15,586,074) were generated

and the net asset value per share before the deduction of a performance fee was $1.30 (2020: $1.04),

which exceeded the HWM after adjustment for capital changes and distributions of $0.92 (2020:

$0.88). Accordingly, the Company has expensed a capped performance fee of $2,883,200 in the

Statement of Comprehensive Income for the year ended 30 June 2021 (2020: $1,581,986).

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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 11 RELATED PARTY INFORMATION CONTINUED

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

is charged.

2021 2020

$000$000

Fees earned by and accrued to the Manager for the year ending 30 June

Management fees 2,607 1,897

Performance fees 2,883 1,582

Administration services 159 159

Total fees earned by and accrued to the Manager 5,649 3,638


Fees payable to the Manager at 30 June

Management fees 255 166

Performance fees 2,884 1,582

Administration services 13 13

Total amount payable to the Manager 3 ,15 2 1,761

Investment transactions with related parties

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

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

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

30 June 2021 totalled $1,105,088 (2020: $nil) and sales totalled $494,166 (2020: $nil).

GST refund

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

Inland Revenue Department (“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 only 1.5% GST on management fees. The total GST refund received by

the Manager on behalf of Marlin is $197,560, being overcharged GST refunded of $193,598 and plus

UOMI of $3,962.

The GST refund was received by Marlin 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.

Directors

The directors of Marlin 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 4 under directors’ fees (all

directors earn a director’s fee).

The directors or their associates also held shares in the Company at 30 June 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:

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2021 2020
$000$000

Opening value of shares held by directors or their associates 3,605 957

Plus shares issued for warrants exercised 664 0

Plus other share purchases 2, 011 2,354

Less share sales 0 0

Plus share price movements 3,544 294

Closing value of shares held by directors or their associates 9,824 3,605

Opening value of warrants held by directors or their associates 75 0

Plus new warrants issued and price movements 503 75

Less warrants exercised (180) 0

Closing value of warrants held by directors or their associates 398 75

Dividends of $486,741 (2020: $252,721) were also received by directors or their associates as a result

of their shareholding.

NOTE 12 FINANCIAL RISK MANAGEMENT

The Company is subject to a number of financial risks which arise as a result of its investment

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

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

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

equivalents, forward foreign exchange contracts, trade and other receivables and trade and other

payables.

Market Risk

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

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

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

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

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

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

Management Agreement.

The country in which Marlin’s exposure is 10% or greater of the portfolio is the United States 88%

(2020: United States 87%).

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. One

company comprised more than 10% of Marlin’s total assets at 30 June 2021 (2020: none). Facebook

Inc. comprised 11% (2020: 7%) of Marlin’s total assets, and therefore fluctuations in the value of this

portfolio company will have a greater impact on the overall investments balance.

Interest Rate Risk

Interest rate risk is the risk of movements in interest rates. Surplus cash is held in interest bearing

foreign currency and New Zealand bank accounts. The Company is therefore exposed to the risk of

changes in interest income from movements in both international and New Zealand interest rates.

There is no hedge against the risk of movements in interest rates.

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FOR THE YEAR ENDED 30 June 2021
MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

NOTE 12 FINANCIAL RISK MANAGEMENT CONTINUED

Currency Risk

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

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

currencies and it is therefore exposed to currency risk as the value of assets held in international

currencies will fluctuate with changes in the relative value of the New Zealand dollar. The Company

mitigates this risk by entering into forward foreign exchange contracts as and when the Manager

deems it appropriate. At any time during the year the portfolio may be hedged by an amount deemed

appropriate by the Manager.

Sensitivity Analysis

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

reasonably possible changes arising from market risk exposure at 30 June as follows:

2021 2020

$000$000

Price risk

1


International listed equity investmentsCarrying value 246,847 155,625

Impact of a 20% change in market prices: +/- 49,369 31,125

Interest rate risk

2


Cash and cash equivalentsCarrying value 5 ,10 2 2,640

Impact of a 1% change in interest rates: +/- 51 26

Currency risk

3


Cash and cash equivalentsCarrying value 496 1,651

Impact of a +10% change in exchange rates (45) (150)

Impact of a -10% change in exchange rates 55 183

International listed equity investmentsCarrying value 246,847 155,625

Impact of a +10% change in exchange rates (22,441) (14,148)

Impact of a -10% change in exchange rates 27,427 17, 2 9 2

Forward foreign exchange contractsCarrying value (2,273) (444)

Impact of a +10% change in exchange rates 10,378 6,965

Impact of a -10% change in exchange rates (12,684) (8,512)

Net foreign currency payables/receivablesCarrying value 101 36

Impact of a +10% change in exchange rates (9) (3)

Impact of a -10% change in exchange rates 11 4

1

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

movements.


2

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

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

percentage change in interest rate.



3

A variable of 10% was selected as this is a reasonably expected movement based on historic trends in exchange

rate movements.

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

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

from transactions with its counterparties.

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

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

normally settled within three business days. Dividends receivable are due from listed international

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

has cash and forward foreign exchange contracts with banks registered in New Zealand, and

internationally, which carry a minimum short-term credit rating of S&P AA- or equivalent.

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 three months or less.

Liquidity to fund investment requirements can be augmented through the procurement of a debt

facility from a registered bank to a maximum value of 20% of the gross asset value of the Company.

There were no such debt facilities at 30 June 2021 (2020: nil).

All derivative financial liabilities held by the Company have contractual maturities of three months or

less.

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

investment requirements.

Capital Risk Management

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

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 August 2010, the Company continues to pay 2%

of average net asset value each quarter.

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NOTE 13 NET ASSET VALUE
The audited net asset value per share of Marlin as at 30 June 2021 was $1.28 per share (2020:

$1.03), calculated as the net assets of $244,381,374 divided by the number of shares on issue of

190,259,965 (2020: net assets of $156,163,981 and shares on issue of 151,897,797).

NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES

There were no unrecognised contractual commitments or contingent liabilities as at 30 June 2021

(2020: nil).

NOTE 15 FINANCIAL REPORTING BY SEGMENTS

The Company operates in a single operating segment, being international financial investment.

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

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

strategic, investment or resource allocation decisions.

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

NOTE 16 SUBSEQUENT EVENTS

The Board declared a dividend of 2.52 cents per share on 23 August 2021. The record date for this

dividend is 9 September 2021 with a payment date of 24 September 2021.

On 1 July 2021 Marlin appointed David McClatchy as an independent director. He replaced Carmel

Fisher, who retired from the board of directors on 6 August 2021.

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

FOR THE YEAR ENDED 30 June 2021

MARLIN GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Independent auditor’s report

To the shareholders of Marlin Global Limited

Our opinion

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

fairly, in all material respects, the financial position of the Company as at 30 June 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 30 June 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 an agreed-upon procedures engagement 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 matters

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

our audit of the financial statements of the current year. These matters were 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 these matters.



PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz

Independent auditor’s report

To the shareholders of Marlin Global Limited

Our opinion

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

fairly, in all material respects, the financial position of the Company as at 30 June 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 30 June 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 an agreed-upon procedures engagement 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 matters

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

our audit of the financial statements of the current year. These matters were 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 these matters.


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

Valuation and existence of listed equity

investments

Listed equity investments (the

investments) are valued at $246.8 million

and represent 98% of total assets.

Further disclosures on the investments

are included in note 2 to the financial

statements.

This was an area of focus for our audit

and an area where a significant proportion

of audit effort was directed.

As at 30 June 2021, all investments were

in companies that were listed on

recognised stock exchanges and were

actively traded with readily available,

quoted market prices. The market prices

were quoted in foreign currencies, and

were then translated to New Zealand

dollars using the exchange rate at 30

June 2021.

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, Investment Accounting and Registry services

for the period from 1 April 2020 to 31 March 2021.

Trustees Executors Limited has confirmed that there

has been no material change to the control

environment in the period from 1 April 2021 to 30 June

2021.

We agreed the price for all investments held at 30

June 2021 and the exchange rate at which they

have been converted from foreign currencies to

New Zealand dollars to independent third-party

pricing sources.

No matters arose from the procedures performed.

Our audit approach

Overview

Materiality

Overall materiality: $1,221,000, which represents approximately

0.5% of net assets.

We chose net assets as the benchmark because, in our view, the

objective of the Company is to provide investors with a total return on

its assets, taking account of both capital and income returns.

Key audit matters As reported above, we have one key audit matter, being: Valuation

and existence of listed equity investments.

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

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

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

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

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

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

misstatement due to fraud.

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PwC
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.

How we tailored our audit scope

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

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

Company, the Company’s investments and the accounting processes and controls.

The Company appointed Fisher Funds Management Limited as the Manager to provide investment

management services and administration services. The Company’s investments are held by the

Custodian who also provides accounting services.

In completing our audit, we performed relevant audit procedures over the control environment of the

Manager and the Custodian and to support our audit conclusions.

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.

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

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

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

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

Auditor’s responsibilities for the audit of the financial statements

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

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

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

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

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

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

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

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Philip Taylor.

For and on behalf of:

Chartered Accountants

23 August 2021

Auckland

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Spread of Shareholders as at 9 August 2021
Holding Range# of Shareholders# of Shares% of Total

1 to 99919081,74 00.04

1,000 to 4,9995881,596,1600.84

5,000 to 9,9998095,428,2712.85

10,000 to 49,9992,09347,072,71824.74

50,000 to 99,99947432,504,83717. 0 8

100,000 to 499,99933262,802,74033.02

500,000 +3140,773,49921.43

TOTAL4,517190,259,965100%

20 Largest Shareholders as at 9 August 2021

Holder Name# of Shares% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>5,836,6063.07

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>4 , 8 8 7, 0 472.57

CUSTODIAL SERVICES LIMITED <A/C 4>3,826,8502.01

FNZ CUSTODIANS LIMITED3 , 0 61,16 81.61

ANTHONY JOHN SIMMONDS & MAUREEN SIMMONDS

<AJ & M SIMMONDS PARTNERSHIP A/C>

2,966,3991.56

NEW ZEALAND DEPOSITORY NOMINEE LIMITED

<A/C 1 CASH ACCOUNT>

2, 5 74,17 71.35

TAREWAI FISHING COMPANY LIMITED1,294,9140.68

THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN944,3570.50

LEVERAGED EQUITIES FINANCE LIMITED918,0480.48

JOHN PHILIP RIORDAN & MARGARET RUTH RIORDAN & PETER

JOHN CLARK <RIORDAN FAMILY A/C>

896,0000.47

RUSSEL ERNEST GEORGE CREEDY872,8480.46

PHILIP MICHAEL EDWARDES872,0220.46

JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED

<BRIAN CURRIE NO 2 FAMILY A/C>

848,9230.45

RUSSELL IAN MOLLER800,8000.42

MARGARET MASSEY765,9120.40

PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD

<JEM FAMILY A/C>

76 3 ,13 60.40

LAPAUGE LIMITED719,6150.38

LEO ADRIAN KOPPENS700,0000.37

BRIAN MAXWELL CURRIE & J D PATTERSON TRUSTEE LIMITED

<JANET CURRIE FAMILY A/C>

652,9270.34

FNZ CUSTODIANS LIMITED <DRP NZ A/C>646,5630.34

TOTAL34,848,31218.32

SHAREHOLDER INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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61

Spread of Warrant Holders as at 9 August 2021
Holding Range# of Warrant Holders# of Warrants% of Total

1 to 999600271,4890.57

1,000 to 4,9991,8 054,725,36510.00

5,000 to 9,9998315,804,91012.28

10,000 to 49,99984517, 0 9 1, 3 7 53 6 .17

50,000 to 99,999915,951,34712.59

100,000 to 499,999528,293,35517. 5 5

500,000 +55 ,119, 0 2 910.84

TOTAL4,22947, 2 5 6 , 870100%

20 Largest Warrant Holders as at 9 August 2021

Holder Name# of Warrants% of Total

ASB NOMINEES LIMITED <ACCOUNT 340941 - ML>1, 4 5 9,15 23.09

FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>1,332,0 652.82

CUSTODIAL SERVICES LIMITED <A/C 4>1,017,6502.15

FNZ CUSTODIANS LIMITED795,3761.68

NEW ZEALAND DEPOSITORY NOMINEE LIMITED

<A/C 1 CASH ACCOUNT>

514,78 61.0 9

ANTHONY FRANCIS O'DONNELL & EVONNE RUBY O'DONNELL

<A F & E R O'DONNELL A/C>

480,3181.02

TAREWAI FISHING COMPANY LIMITED318,4980.67

RAOUL JOHN DAROUX255,7750.54

JOHN RAPHAEL D'LIMA246,0300.52

LEVERAGED EQUITIES FINANCE LIMITED225,9130.48

RUSSEL ERNEST GEORGE CREEDY214,6 870.45

PHILIP MICHAEL EDWARDES214,4830.45

JANET MARGARET CURRIE & J D PATTERSON TRUSTEE LIMITED

<BRIAN CURRIE NO 2 FAMILY A/C>

208,8020.44

THOMAS VINCENT BRIEN & JILLIAN MAUREEN BRIEN203,5250.43

ROLAND MARKUS BRUNNER201,9770.43

JOHN ALBERT GALT200,0000.42

JOHN GORDON KNIGHT & ALLISON KNIGHT200,0000.42

LEO ADRIAN KOPPENS200,0000.42

RUSSELL IAN MOLLER196,9660.42

PETER JOHN MOLLER & VICTOR ROSS ALEXANDER BEDFORD

<JEM FAMILY A/C>

18 7,7 0 20.40

TOTAL8,673,70518.35

SHAREHOLDER INFORMATION

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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Directors’ Relevant Interests in Equity Securities as at 30 June 2021
STATUTORY INFORMATION

Interests Register

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

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

office. Particulars of entries in the interests register as at 30 June 2021 are as follows:

Ordinary SharesWarrants

Held DirectlyHeld by Associated

Persons

Held DirectlyHeld by Associated

Persons

A B Ryan

(1)

12,289122,5183,0233 0 ,13 5

C M Fisher

(2)

5,836,6061, 4 5 9,15 2

C A Campbell

(3)

10 3 ,13 225,367

R A Coupe

(4)

64,96515,979

(1)

A B Ryan purchased 4,361 shares on market in the year ended 30 June 2021 as per the Marlin share purchase plan

(purchase price $1.14). A B Ryan and associated persons acquired 8,637 shares in the year ended 30 June 2021, issued

under the dividend reinvestment plan (average issue price $1.27). A B Ryan exercised 23,115 warrants in the year ended 30

June 2021. A B Ryan and associated persons were allocated 33,158 warrants in the year ended 30 June 2021.

(2)

Associated persons of C M Fisher purchased 1,658,743 shares on market during the year ended 30 June 2021. Associated

persons of C M Fisher exercised 720,573 warrants in the year ended 30 June 2021. Associated persons of C M Fisher were

allocated 1,459,152 warrants in the year ended 30 June 2021.

(3)

C A Campbell purchased 3,269 shares on market in the year ended 30 June 2021 as per the Marlin share purchase plan

(purchase price $1.14). C A Campbell acquired 6,607 shares in the year ended 30 June 2021, issued under the dividend

reinvestment plan (average issue price $1.27). C A Campbell exercised 17,696 warrants in the year ended 30 June 2021. C A

Campbell was allocated 25,367 warrants in the year ended 30 June 2021.

(4)

R A Coupe purchased 3,269 shares on market in the year ended 30 June 2021 as per the Marlin share purchase plan

(purchase price $1.14). R A Coupe acquired 4,166 shares in the year ended 30 June 2021, issued under the dividend

reinvestment plan (average issue price $1.27). R A Coupe exercised 10,917 warrants in the year ended 30 June 2021. R A

Coupe was allocated 15,979 warrants in the year ended 30 June 2021.

Directors’ Indemnity and Insurance

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

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

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

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

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

constitution.

Directors Holding Office

Marlin’s directors as at 30 June 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. However, on 19 April 2021, Carmel Fisher advised the

board of her intension to retire as a director of Marlin effective from 6 August 2021. As a result of Carmel Fisher’s

retirement, the board has appointed David McClatchy as an independent director of the Company effective from 1

July 2021. In accordance with the Marlin constitution and NZX Listing Rules, David will stand for election at the 2021

Annual Shareholders’ Meeting.

In accordance with the Marlin 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.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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63

Directors’ Relevant Interests
The following are relevant interests of Marlin’s Directors as at 30 June 2021:

A B RyanKingfish LimitedChair

Barramundi Limited Chair

FMA Audit Oversight CommitteeMember

C M Fisher Kingfish LimitedDirector

Barramundi LimitedDirector

Rembrandt SuitsDirector

C A CampbellKingfish LimitedDirector

Barramundi LimitedDirector

T&G Global LimitedDirector

Hick Bros Holdings Limited & subsidiary companies Director

Woodford Properties 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 LtdDirector

Chubb Insurance New Zealand LimitedDirector

R A CoupeKingfish LimitedDirector

Barramundi LimitedDirector

New Zealand Takeovers PanelChair

Coupe Consulting LimitedDirector

Briscoe Group Limited Director

Television New Zealand LimitedChair

STATUTORY INFORMATION CONTINUED

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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Auditor’s Remuneration
During the 30 June 2021 year, the following amounts were paid/payable to the auditor,

PricewaterhouseCoopers New Zealand.

$000

Statutory audit and review of financial statements38

Other assurance services0

Non assurance services2

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

the Auditor Regulation Act 2011.

Donations

Marlin did not make any donations during the year ended 30 June 2021.

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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Registered Office
Marlin Global Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

Directors

Independent Directors

Alistair Ryan (Chair)

Carol Campbell

Andy Coupe

David McClatchy

Corporate Management Team

Wayne Burns

Beverley Sutton

Manager

Fisher Funds Management

Limited

Level 1

67 – 73 Hurstmere Road

Takapuna

Auckland 0622

Share Registrar

Computershare Investor

Services Limited

Level 2

159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

A u c k l a n d 1142

Phone: +64 9 488 8777

Email: enquiry@computershare.co.nz

For more information

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

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

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

For enquiries about Marlin contact

Marlin Global Limited

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

Private Bag 93502, Takapuna, Auckland 0740

Phone: +64 9 484 0365 | Email: enquire@marlin.co.nz

Auditor

PricewaterhouseCoopers

New Zealand

Level 27

P w C Towe r

15 Customs Street West

Auckland 1010

Solicitor

Bell Gully

Level 21

48 Shortland Street

Auckland 1010

Banker

ANZ Bank New Zealand Limited

23 – 29 Albert Street

Auckland 1010

Nature of Business

The principal activity of

Marlin is investment in

quality, growing companies

based outside New Zealand

and Australia.

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

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

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

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

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

DIRECTORY

MARLIN GLOBAL LIMITED

ANNUAL REPORT

2021

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Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.