Kingfish Limited Prospectus PDF

Kingfish Limited Prospectus and Investment Statement
for an offering of 50 million Ordinary Shares at an Offer Price of $1.00 per Share and one Option for every Share.
When passion and technique mesh seamlessly with

local knowledge chances are youll land a great catch.
We are stock-pickers
and regard ourselves as
business owners rather
than sharemarket investors.
We believe that there will
always be companies that
will do well, irrespective of
the economic or market
environment. We are
constantly searching for
such businesses.
Fisher Funds
Important Information
Choosing an Investment Adviser
The information in this section is required under the

Securities Act 1978.
You have the right to request from any investment adviser a

written disclosure statement stating his or her experience and
qualifications to give advice. That document will tell you:
Investment decisions are very important. They often have

long-term consequences. Read all documents carefully.
Ask questions. Seek advice before committing yourself.
Choosing an Investment
When deciding whether to invest, consider carefully the
answers to the following questions that can be found on
the pages noted below:
Whether the adviser gives advice only about particular

types of investments; and
Whether the advice is limited to the investments offered
by one or more particular financial organisations; and
Whether the adviser will receive a commission or other
benefit from advising you.
What sort of investment is this?
28
Who is involved in providing it for me?
30
How much do I pay?
30
What are the charges?
31
You are strongly encouraged to request that statement.

An investment adviser commits an offence if he or she
does not provide you with a written disclosure statement
within five business days of your request. You must make
the request at the time the advice is given or within one
month of receiving the advice.
What returns will I get?
31
In addition:
What are my risks?
32
Can the investment be altered?
33
If an investment adviser has any conviction for

dishonesty or has been adjudged bankrupt, he or she
must tell you this in writing; and
How do I cash in my investment?
33
Who do I contact with enquiries about

my investment?
34
Is there anyone to whom I can complain if

I have problems with the investment?
34
What other information can I obtain

about this investment?
34
If an investment adviser receives any money or assets

on your behalf, he or she must tell you in writing the
methods employed for this purpose.
Tell the adviser what the purpose of your investment is.
This is important because different investments are suitable
for different purposes.
OFFER TIMETABLE
In addition to the information referred to above,

important information can be found in other sections
of this Offer Document.
Offer opens
1 March 2004
Priority Pool closes
5.00 pm, 19 March 2004
Offer closes
3.00 pm, 26 March 2004
Allocation
27 - 28 March 2004
Allotment
29 - 30 March 2004
Trading on the NZSX

expected to commence
31 March 2004
The timetable is indicative only and Kingfish Limited may amend any of the dates
above, including the Closing Date of the Offer. In the event of an extension of the
Closing Date, application monies will continue to be held on behalf of investors
pending allotments, in accordance with the requirements of the Act.
Investors are encouraged to submit completed application forms as early as
possible, in accordance with the instructions contained in the section "Completing
the Application Form" on page 40.
Highlights
Kingfish Limited (Kingfish or the Company) intends to raise $50 million

to become a listed investment company investing in small New Zealand
companies. The investment portfolio of Kingfish will be managed by Fisher
Funds Management Limited (Fisher Funds or the Manager), a specialist
New Zealand investment manager with a track record of successfully
investing in small company shares.
Why New Zealand Small Companies?
Why Fisher Funds?
Why Kingfish?
1. Why New Zealand
Small Companies?
The small company sector of NZX has a history
of strong performance, and has outperformed
large company shares in each of the past five
calendar years*.
2. Why Fisher Funds?

The Managers investment professionals are
very experienced in investing in New Zealand
small companies.
Fisher Funds was recently appointed by
the Guardians of New Zealand Superannuation
to manage a portfolio of smaller New Zealand
companies, and was named the top
New Zealand Equity Manager by research
house FundSource in 2002 and 2003.
It can be difficult for individual investors
to obtain information about, or gain access
to, such companies. Kingfish shareholders
will benefit from the Managers years of
experience in analysing companies, assessing
management and compiling a portfolio of small
New Zealand companies.
* Based on returns of the NZSX Small-Cap Gross Index and NZSX40

Gross Index for the calendar years 1999 2003, Datastream.
3. Why Kingfish?
Kingfish is a closed end fund structured as a
limited liability company (as opposed to a
managed fund that permits investors to redeem
units to withdraw funds) with an objective to
make investments on a long-term basis.
Because of the Companys long-term approach,
which does not involve the systematic selling
or switching of investments, its holdings are
likely to be exempt from tax in the event that
they are sold.
Kingfish provides investors with an opportunity
to invest in a diversified portfolio of investments
through a single company. With even a small
investment, investors gain exposure to a portfolio
of shares in up to 25 New Zealand companies.
The Company has agreed a fee structure with
the Manager that rewards superior performance
and penalises inferior performance.
Kingfish may invest in small companies that
are listed on the NZSX and NZAX, and unlisted
small companies.
Highlights Continued
AT A GLANCE
Investment Selection Criteria
Small New Zealand companies initially

with a market capitalisation of less
than $450 million
History of earnings growth
Sustainable competitive advantage
Above average forecast earnings growth
Quality, committed management
Investment Style
Long term growth.
Investment Universe
NZSX, NZAX and unlisted small companies
15 to 25 stocks
No more than 30% in unlisted companies

(at cost)
No more than 15% in any one company

(at cost)
No start-up or early-stage companies
Performance Objective
Long-term growth of capital and dividends.
Benchmark
Changes in the CSFB 90 Day Bank Bill Index

plus 7%.
Management Fee
1.25% per annum of Gross Asset Value.
Incentive Fees
Underperformance
Management fee will be reduced by 0.10%
for every 1% underperformance relative to
the change in the CSFB 90 Day Bank Bill
Index (subject to a 0.75% per annum floor).
Outperformance
The Manager will be paid 15% of excess
returns over and above the Benchmark
as a Performance Fee (subject to rules
set out in the Management Agreement).
The Performance Fee will accrue and only
become payable once the Net Asset Value
per share exceeds $1.33.
50% of the Performance Fee will be paid
in cash, with the rest in shares that have a
180 day escrow period.
Capital Management
A dividend reinvestment plan is available and

a share buyback will be considered when
appropriate.
Gearing
Can borrow up to a maximum of 20% of the

Gross Asset Value of the Company.
Reporting
The Net Asset Value per Share will be

published each week. Shareholders will
receive six-monthly reports from the
Company, and quarterly reports will be
released to the NZX.
CONTENTS
Offer Summary
Letter from the Chairman
Letter from the Manager
Details of the Offer
Kingfish Limited
12
Board of Directors
14
Fisher Funds Management Limited
16
The Management Agreement
22
Chapman Tripp Tax Opinion
26
Answers to Important Questions
27
Additional Information
35
Statutory Information
35
Glossary
39
Completing the Application Form
40
Directory
45
The Offer
This combined Prospectus and Investment Statement (Offer Document)

contains an offer (the Offer) of 50 million ordinary shares (the Shares) in
Kingfish Limited at a price of $1.00 per Share and, for each Share issued, one
Option (as described below). The Company may accept over-subscriptions of
up to 25 million Shares.
Offer Summary
For each Share issued, subscribers will receive one Option
(the Option) to subscribe for a Share at an exercise price of
$1.00 exercisable on any of 31 March 2006, 31 March 2007
and 31 March 2008. Holders can exercise some or all of their
Options on any of these dates subject to a minimum exercise
of 500 Options.
Joint Lead Managers

ASB Bank Limited and First NZ Capital.
Joint Organising Brokers
ASB Securities Limited and First NZ Capital Securities.
Definitions
The Offer comprises a Priority Offer and a General Offer.

Priority Offer
Up to 8 million Shares have been reserved for the Priority
Offer to existing clients of Fisher Funds. The Priority Offer
will be restricted to clients of Fisher Funds who lodge
applications by 5.00 pm on Friday 19 March 2004. Shares in
the Priority Offer that are not taken up will be allocated by the
Directors at their discretion.
General Offer
The General Offer comprises up to 67 million Shares inclusive
of oversubscriptions plus any Shares in the Priority Offer that
are not taken up by existing clients of Fisher Funds or
otherwise allocated by Directors at their discretion.
Other Key Information:
In this Offer Document Kingfish Limited is referred to as the

Company or Kingfish.
A number of other words and phrases used in this Offer
Document are defined in the Glossary on page 39. Unless
otherwise stated, any reference to a date or time in this Offer
Document is a reference to a New Zealand date or time and
any reference to dollars or $ is to New Zealand dollars.
Registration of Offer Document
This Offer Document is dated and is prepared as at
26 February 2004. A copy of this Offer Document, duly
signed and accompanied by copies of the documents required
by section 41 of the Act to accompany this Offer Document,
has been delivered for registration to the Registrar of
Companies on 26 February 2004 under section 42 of the Act.
Minimum Application
No Guarantee
For investors participating in the Offer, the minimum

application is 2,000 Shares and in multiples of 500
Shares thereafter.
No person referred to in this Offer Document guarantees the

Offer, the Shares or the performance of the Company or the
Manager following the close of the Offer.
Offer Details
Instructions on how to make an application are contained

on page 40 of this Offer Document.
Further details of the Offer are set out under the heading
"Details of the Offer" on pages 8 to 10 of this Offer Document.
Why New Zealand Small Companies?
Why Fisher Funds?
Small companies have a history of outperforming their

larger counterparts, both here in New Zealand and
overseas*. Small company shares are often too small or
too illiquid to be considered by large investors and share
brokers, and therefore are often overlooked and
sometimes trade below their inherent value.
Fisher Funds offers investors an outstanding track record

of investing in New Zealand small companies for the past
five and a half years. Fisher Funds track record is
elaborated more fully on pages 17 and 18.
Small companies (represented by the NZSX SCI Index)

account for approximately 12%** of the total capitalisation
of the NZSX, and allow investors access to sectors of the
economy that are not represented by the large companies
listed on the market. Generally speaking, small companies
can be more nimble, agile and focused than their larger
counterparts which perhaps explains their superior
performance over time.
The Fisher Funds NZ

Growth Fund Since Inception
275%
250%
Cumulative Performance %
As illustrated in the graph below, small company shares

have outperformed the New Zealand share market since the
start of 1992. The top performing stocks on the NZSX in the
past three years have been small company shares.
225%
200%
175%
150%
125%
100%
75%
50%
25%
0%
Aug 98
Apr 99
Dec 99
Aug 00
Apr 01
Fisher NZ Growth Fund Gross Returns
Dec 01
Aug 02
Apr 03
Dec 03
NZSX Small-Cap Gross Index
Performance of NZ Small
Companies Index 1992 2003
700%
Why Kingfish?
Cumulative Performance %
600%
The potent combination of a top-performing sector with a

top-performing manager in an attractive investment structure.
500%
Kingfish will provide investors with a diversified Portfolio

of well-researched small companies, managed by a
professional investment team, all in one shareholding for
the investor.
400%
300%
200%
100%
0%
Dec 91 Apr 93
Aug 94 Dec 95 Apr 97
NZSX10 Gross Index
Aug 98
NZSX40 Gross Index
Dec 99 Apr 01
Aug 02 Dec 03
NZSX Small-Cap Gross Index
Because of its long-term, buy-and-hold investment

approach, Kingfish should have a similar tax position to
individual New Zealand residents who hold their shares
on capital account. The tax status of Kingfish is
discussed on page 26.
Kingfish offers investors ease of entry and exit, with the
listed stock likely to have greater liquidity and greater
ability to buy and sell than some smaller company shares.
Dividends are expected to be equivalent to Kingfishs
income after deduction of operating and management
costs, including tax and financing costs, of the Company,
with imputation credits attached to the fullest extent
possible.
Because Kingfish is a company and is a closed ended
fund, it does not need to keep substantial cash balances
to provide for redemptions (unlike unit trusts). Kingfish
can therefore make long term investments, and can
invest in illiquid securities to maximise investment
returns for the benefit of shareholders.
*Anthony Davies article dated

19 January 2004, www.financialalert.co.nz
** As of 12 February 2004, Bloomberg
Letter from the Chairman
26 February 2004
Dear Investor,
The board of Kingfish Limited (Kingfish) is pleased to offer investors the opportunity to subscribe for
shares in what we believe is an attractive investment opportunity.
Kingfish will utilise proceeds from the Offer to invest in a portfolio of smaller New Zealand companies.
The illiquid nature and scant research of small company shares make it difficult for individual investors
to successfully invest to achieve superior returns. We believe that long-term investment returns can be
significantly enhanced if the right small company shares are selected for inclusion in a portfolio.
The Board is pleased to be associated with Fisher Funds Management Limited (Fisher Funds) who
will invest the assets of Kingfish. Over the past six years Fisher Funds has developed a specialised
approach to investment, backed by a track record of delivering superior returns to investors. The
Guardians of New Zealand Superannuation have recognised this success by appointing Fisher Funds to
manage a portfolio of smaller New Zealand companies. FundSource has recognised Fisher Funds as the
top New Zealand Equities Fund Manager in 2002 and 2003.
The Kingfish Offer is structured to allow even small investors to achieve a diversified portfolio of small
New Zealand companies and thereby reduce the risk often inherent in owning shares in just a few
companies. The Directors believe that over time total returns to shareholders should prove to be
attractive relative to other New Zealand equity market sectors.
This Prospectus and Investment Statement outlines the details of the Offer, including the qualifications
of Kingfishs Directors and the Manager, and Kingfishs investment strategy.
The Directors are pleased to invite you to become a shareholder in Kingfish.
Yours sincerely
Rob Challinor
Chairman,
Kingfish Limited
Letter from the Manager
26 February 2004
Dear Investor,
Fisher Funds Management Limited (Fisher Funds) is pleased to have the opportunity to manage the
investment Portfolio of Kingfish Limited (Kingfish).
Selecting small companies for investment provides specific challenges for which the investment team at
Fisher Funds have developed specialist skills over many years in the industry. Our approach to stock
selection focuses on researching companies with earnings potential, rather than a focus on current
valuation, and considering how a business can grow its earnings and dividends over time. We buy with the
intention of holding each investment for many years, and we truly think and act like business owners.
Before investing, we evaluate the universe of eligible stocks, narrowing our selection to a short list that
meets our investment criteria. Evaluation criteria centres on company visits, industry analysis and
assessment against our key investment criteria. We prefer our portfolio companies to have a proven,
consistent track record, and a sustainable competitive advantage. If a company is great, we want to
make sure that it will remain great in years to come. We place an enormous emphasis on the quality of
management and will not invest in a company without meeting and assessing the management team.
We have noticed over the years that the small company sector has been overlooked and underresearched. There are few investment analysts who focus their efforts on finding opportunities among
small companies, and only a handful of smaller companies ever find their way on to share brokers
recommended lists. Although many investors have enjoyed success from owning shares in one or two
top performing small companies, we believe that we are unrivalled in consistently picking winners to
achieve a competitive investment return.
Our approach is tried and tested. The Fisher Funds New Zealand Growth Fund has delivered an 18%*
annualised return over the past five and a half years. Our investment team comprises Warren Couillault and
myself, and we each have a track record of picking successful companies in which to invest. I have been
managing smaller company share portfolios since 1991 and Warren has been analysing smaller companies
since 1993.
We are excited about this opportunity and look forward to managing the Kingfish Portfolio on behalf
of the Board and investors.
Yours sincerely
Carmel Fisher
Managing Director,
*Before fees and taxes to 31 January 2004.
We are more inclined to invest in quality

businesses with a proven history and sustainable
competitive advantage than companies that
appear cheap on criteria such as book value.
Fisher Funds
The Offer
The Company will offer for subscription to existing clients
of Fisher Funds, NZX Firms, eligible resident and nonresident professional investors, and members of the
New Zealand public 50 million Shares at $1.00 per Share to
raise $50 million with the ability to accept up to a further
25 million Shares at $1.00 per Share. The Offer comprises
a Priority Offer and a General Offer. NZX has authorised
NZX Brokers to act in the Offering.
Priority Offer
applications by 5.00 pm on Friday 19 March 2004.
Fisher Funds clients should tick the existing client box
on the application form and insert their Unit Holder
Number as directed in the application form to receive this
priority. Shares offered pursuant to this entitlement may
be subject to scaling if demand exceeds the 8 million
Shares so reserved.
General Offer
The General Offer comprises up to 67 million Shares
inclusive of oversubscriptions plus any Shares in the
Priority Offer that are not taken up by existing clients
of Fisher Funds or otherwise allocated by Directors
at their discretion.
Option Entitlement
For each Share issued, subscribers will receive one Option
to subscribe for a Share at an exercise price of $1.00
exercisable on any of 31 March 2006, 31 March 2007 and
31 March 2008. Holders can elect to exercise some or
all of their Options on any of these dates subject to a
minimum exercise of 500 Options. Detailed terms of the
Options are set out on page 28.
Use of Proceeds
The total proceeds of the Offer will be a minimum of
$30 million and a maximum of $75 million.
Net Proceeds will be invested in a diversified Portfolio
of small New Zealand companies. The Company initially
intends to focus on investing in companies with a market
capitalisation of less than $450 million.
The expenses of the Offer are estimated at $1,885,000
(based on 50 million Shares being issued). The Company
will bear this expense.
Dividend Policy
The Directors intend to pay dividends equivalent to the
income received by Kingfish after deducting the operating
and management costs, including tax and financing costs,
of the Company.
The Directors intend that imputation credits will be

attached to dividends to the fullest extent possible.
Dividend Reinvestment Plan
Kingfish will offer investors the opportunity to reinvest
dividends in Kingfish ordinary shares and thereby increase
their investment in Kingfish. Participation in the plan will
be optional, with investors able to elect to participate on
the application form. Kingfishs Board of Directors
proposes to issue new shares under this plan, or shares
acquired from the market, at a 3% discount to the five day
volume weighted average share price immediately
preceding the dividend announcement.
Underwriting and Brokerage
The Offer has been underwritten to the extent of
30 million Shares by the Joint Lead Managers for a fee
of 1.25% (1.25 cents per Share).
The Company will pay NZX Firms, including the Joint Lead
Managers, a brokerage fee of 1.25% of the price in
respect of Shares allotted to valid applications submitted
by retail investors bearing their stamp and to the Joint
Lead Managers a fee of 0.75% of the price in respect of
Shares allotted to valid applications submitted by
institutional investors.
An additional brokerage fee of 0.50% will be payable to
NZX Firms in respect of Shares allotted to valid
applications submitted under firm allocations bearing their
stamp, provided that the minimum subscription amount
has been achieved.
Investors are not required to pay any charges to the
Company in relation to the Offer.
Minimum Subscription
The minimum subscription for the Offer is $30 million,
being receipt of valid applications for not less than
30 million Shares and 30 million Options. The minimum
subscription may not be achieved if the underwriting, as
set out on page 37, does not proceed. If this minimum
subscription is not achieved and the application price for
these Shares is not received by the Company within two
months of the Closing Date, the Company will repay all
money received from applicants within five business days
after that date. No interest will be paid by Kingfish on
money repaid to applicants where the minimum
subscription is not achieved.
Oversubscriptions
The maximum amount of the Offer is 75 million
Shares and 75 million Options. Any interest generated
on application monies held by Kingfish shall be for the
account of Kingfish, except as required by the Securities
Act 1978. Any surplus application monies will be refunded
to applicants within five business days after allotment of
Shares to successful applicants and will not carry interest.
10
Details of the Offer Continued
The Company reserves its right to decline any application

in whole or in part, without giving any reason. Refunds of
application monies to applicants whose applications are
scaled or not accepted will be posted as soon as is
reasonably practicable following allocation but in no case
later than five business days after allotment of Shares to
successful applicants. No interest will be paid on any
refund or application not accepted.
No successful applicant will be allocated less than
a minimum holding as defined by NZX.
Promoters
Fisher Funds Management Limited, and its directors
(excluding Carmel Fisher, who is also a director of
Kingfish), are the promoters (or deemed promoters) of
the Offer. The directors of Fisher Funds are Brian Corban,
John Wells, Carmel Fisher and Hugh Fisher.
Opening and Closing Dates
The Offer will open at 9.00 am on 1 March 2004 and will
close at 3.00 pm on 26 March 2004.
The Company may amend the Closing Date at its discretion.
How to Apply
Applications to subscribe for the Shares must be made on
the application form contained in the back of this Offer
Document, in accordance with the application instructions
set out on page 40.
Applications under the Offer must be for a minimum of
2,000 Shares and thereafter in multiples of 500 Shares.
Applications must be accompanied by payment in full for the
Shares applied for at a price of $1.00 per Share. Cheques
should be made payable to Kingfish Share Offer.
Existing clients of the Manager who wish to subscribe for
Shares under the Priority Offer should tick the existing
client box and enter their Fisher Funds Management
Limited Unit Holder Number on their application form in
order to be eligible under the Priority Offer.
Applications must be received by Computershare by
5.00 pm on 19 March 2004 to be eligible under the Priority
Offer and by 3.00 pm on 26 March 2004 to be eligible
under the General Offer. Both Priority Offer and General
Offer applications must be lodged with the NZX Firm
through which a firm allocation was obtained, in sufficient
time to reach Computershare no later than 5.00 pm on
19 March 2004 (under the Priority Offer) and 3.00 pm on
26 March 2004 (under the General Offer). Applications
may also be lodged with any NZX Firm, the Organising
Brokers or any other channel approved by NZX in order to
enable forwarding to Computershare prior to 5.00 pm on
19 March 2004 (under the Priority Offer) and 3.00 pm on
26 March 2004 (under the General Offer).
Listing
Application has been made to NZX for permission to list
the Shares under the symbol KFL and the Options
under symbol KFLWA. All requirements of NZX relating
thereto that can be complied with on or before the date of
this Offer Document have been duly complied with.
However, NZX does not accept any responsibility for any
statement in this Offer Document. Initial quotation of the
Shares and Options on the NZSX is expected to occur on
31 March 2004.
Applicants should ascertain their allocation before trading
in the Shares. Applicants can do so by telephoning a
NZX Firm from whom the firm allocation was received or
Computershare on 09 488 8777. However, allocation of
Shares will be made on the assumption that an applicants
cheque(s) will clear. If an applicants cheque/(s) does/(do)
not clear on presentation, any allocation to that applicant
may be cancelled. Any notification of an applicants
allocation of Shares is conditional on that applicants
cheque(s) clearing.
The Shares and the Options will be separately tradable.
Applicants selling Shares prior to receiving shareholder
notices will do so at their own risk. None of the Company,
the Joint Lead Managers nor any of their respective
officers, employees or advisers accepts any liability nor
responsibility should any person attempt to sell or
otherwise deal with Shares before the notice showing the
number of Shares allocated to the applicant is received by
the applicant for those Shares.
Overseas Offers
The Offer contained in this Offer Document is made to
existing clients of Fisher Funds, NZX Firms, resident
and eligible non-residential professional investors and
members of the New Zealand public and has not been
made to the public in any other jurisdiction. No person
may offer, sell or deliver any Shares or distribute any
documents (including this Offer Document) to any
member of the public outside New Zealand except in
accordance with all of the legal requirements of the
relevant jurisdiction. Unless otherwise agreed with the
Company, any person or entity subscribing for Shares or
Options in the Offer shall by virtue of such subscription
be deemed to represent that he, she or it is not in a
jurisdiction which does not permit the making to him,
her or it of an offer of the kind described in this Offer
Document, and is not acting for the account or benefit
of a person within such jurisdiction.
Takeovers Code
Shareholders in the Company will be subject to the
Takeovers Code following any allotment of Shares
pursuant to the Offer. Further details on the application
of the Code are set out on page 28 in the Answers
to Important Questions section.
11
We place a lot of emphasis on fundamental

analysis and attempt to know more about each
of our companies than any other analyst.
Fisher Funds
12
Kingfish Limited
We invest in stocks on the basis of their

individual merits and our portfolio weightings
bear little resemblance to market indices.
Fisher Funds
Kingfish Limited
Kingfish Limited is a newly incorporated company. The key
investment objectives of the Company are to:
Achieve a high real rate of return, comprising both

income and capital growth, within risk parameters
acceptable to the Directors;
Deliver investors a regular and growing income stream

in the form of imputed dividends; and
Provide a Portfolio of securities that allows investors

access to a number of smaller companies through a
single investment.
Investment Philosophy
The investment philosophy of the Company is summarised
by the following broad principles:
The Company seeks to buy and hold shares in

companies for the medium to long term.
The Companys preference is to invest in companies

that have a proven track record of growing profits.
The Company will construct a Portfolio of investments,

and will invest on a case-by-case basis. The Company
will usually refrain from taking a majority position in
any company, unless the opportunity is compelling.
This will enable the Company to diversify its
investments.
The Company invests as a long-term investor and will

sell only on the basis of a fundamental change in the
original investment case. Such a fundamental change
might be a new and unknown management team, the
emergence of a new competitor, a change in industry
dynamics, significant regulatory change or a
diversification into a new business sector.
The Company will focus on absolute returns rather
than out performing an NZX market index.
The investment philosophy above has been employed by

the Manager with success for a number of years.
Kingfish Limited has two subsidiaries: Kingfish Holdings

Limited (Kingfish Holdings) and Kingfish Nursery Limited
(Kingfish Nursery). Kingfish Holdings will own the core
Portfolio of companies and will make investments for the
long term, seeking to generate returns from growing
dividends through companies that have proven their ability
to grow their earnings. It is anticipated that approximately
85% of the total Kingfish Group assets will be held by
Kingfish Holdings once the initial Portfolio is established.
Kingfish Nursery will own shares in those companies that
have not yet met all the Managers investment criteria to
become a core holding, but do have potential. Young
companies or those that have recently been purchased may
need to be monitored closely before becoming a substantial
holding. The Manager may want to assess the companys
management and prospects before committing significant
assets to the investment. Some of these companies will
not meet the Managers criteria and will be sold to enable
investment in more attractive opportunities. Kingfish
Nursery will sell holdings from time to time and provide fully
for tax on any gains. It is anticipated that approximately
15% of the total assets will be held by Kingfish Nursery
once the initial Portfolio is established.
Dividend Policy
of the Company.
The Directors intend that imputation credits will be
attached to dividends to the fullest extent possible.
Dividend Reinvestment Plan
Kingfish will offer investors the opportunity to reinvest
dividends in Kingfish ordinary shares and thereby increase
their investment in Kingfish. Participation in the plan will
be optional, with investors able to elect to participate on
the application form. Kingfishs Board of Directors propose
13
to issue new shares under this plan, or shares acquired

from the market, at a 3% discount to the five day volume
weighted average share price immediately preceding the
dividend announcement.
Borrowings
The Company may procure a debt facility from a registered
bank to a maximum value of 20% of the Gross Asset
Value of the Company at the time of draw down.
Permitted Investments
Under the Management Agreement, the Manager is
permitted to undertake certain investments on behalf of
the Company without Board approval. However, if the
proposed investment is not in accordance with written
guidelines issued by the Board from time to time, Board
approval for the investment is required.
Administration
The Company will retain a separate Board of Directors,
to ensure best practice corporate governance and ensure
that shareholders interests are held paramount.
The majority of the Board will be independent.
The Manager is permitted to invest in the following on

behalf of the Company:
Equity Securities (as defined in the Management

Agreement) listed on the NZSX or NZAX;
Equity Securities in New Zealand companies listed on

other stock exchanges;
Unlisted New Zealand equities;
Underwriting or sub-underwriting commitments

relating to New Zealand equities otherwise authorised
by the Board;
Bank deposits or other money market securities, in

New Zealand dollars, the maturity of which is greater
than 30 days from the time of investment;
Any other type of security approved by the Company

and notified to the Management in accordance with
the Management Agreement.
Derivatives
It is not envisaged that the Company will invest in either
interest rate or foreign exchange derivatives (other than in
respect of management of interest rate exposures arising
from permitted borrowings undertaken by the Manager on
behalf of the Company) or foreign currency shares. Nor is it
intended that the Manager will engage in short selling.
It is envisaged that Kingfish will not initially have any

employees. Kingfish will contract with service providers
directly to ensure separation and independence from the
Manager. The Board will be responsible for the administration
of the Company. The Manager will have certain powers to act
on behalf of Kingfish to enable it to perform its administration
obligations. All expenses incurred in administering and
operating the Company will be borne by Kingfish.
Acquisition of Own Shares or Options
The Company may acquire its own Shares or Options,
or provide financial assistance in connection with the
purchase of its own Shares or Options, with shareholder
approval by ordinary resolution and without shareholder
approval if effected pro-rata to existing holders, or in
certain other limited circumstances. The Company may
also elect to acquire its own Shares in relation to the
Dividend Reinvestment Plan as set out on this page.
Capital Management
The Board will from time to time consider buying Shares
or Options in Kingfish if in the opinion of the Board the
value of the Shares and Options do not appropriately
reflect the underlying asset value. Any decision by the
Board to acquire Kingfish Shares or Options will consider
other investment alternatives and whether any acquisition
is in the best interest of the remaining shareholders.
14
Kingfish Limited offers investors a highly experienced Board with

strengths in funds management and corporate governance. A key
responsibility of the Board will be monitoring the performance of
the Manager on an ongoing basis.
Board of Directors
Rob Challinor
Ian Hendry
Chairman
Independent Director
BCom (Economics), FCA, FCIS, CMA.
FCII, APMI.
Rob has 20 years experience as a director of numerous

public and private companies. Rob is currently Chairman of
State Owned Enterprise, Mighty River Power Limited and
human resource consultancy Sheffield Limited. He is also
a director of The Warehouse Group Limited and Ports of
Auckland Limited. In addition, Rob is a partner and director
of investment bankers Northington Partners Limited,
and a member of the Australasian Advisory Board of
international strategy consultancy L.E.K. Consulting. His
former directorships include National Australia Bank New
Zealand Limited, Tower Health and Life Limited, Television
New Zealand Limited and Electricity Corporation of New
Zealand Limited. He has been a partner in Deloitte and
worked as a corporate finance advisor. Rob is a Fellow of
the Institute of Directors. His principal place of residence
is Auckland and he can be contacted at Kingfishs
registered office.
Ian has over 40 years experience in the financial services

industry and held senior management positions with a
major UK insurance company in London and Hong Kong
before coming to New Zealand in 1988 to become a cofounder of Sovereign Limited. Ian was Group Managing
Director at the time of Sovereigns IPO in 1998 and for
three years after its acquisition by ASB Bank later that
year. Ian is a Fellow of the Chartered Insurance Institute
and is a Director of Sentinel Limited and Clavell Capital
Limited, and has also served as a director of the
Investment Savings and Insurance Association of New
Zealand. His principal place of residence is Auckland and
he can be contacted at Kingfishs registered office.
15
Annabel Cotton
Independent Director
BMS (Accounting & Finance), ACA, CSAP.
Annabel runs a consultancy firm, Merlin Consulting

Limited. A qualified investment analyst and accountant,
Annabel has worked as an equity analyst for a New
Zealand broking house before establishing investor
relations programmes for Telecom Corporation of New
Zealand and, subsequently, Air New Zealand. Since 1999
she has provided consultancy services to a number of
New Zealand listed companies. In 2002, Annabel was
instrumental in establishing Investor Insight. Annabel
is a director of Investor Insights parent, Equity Products
Limited. Annabel was appointed a member of the New
Zealand Securities Commission in May 2002. She is also a
Board member of the Institute of Finance Professionals in
New Zealand and a director of Enigma Nominees Limited.
Annabels principal place of residence is Auckland and she
can be contacted at Kingfishs registered office.
Carmel Fisher
Executive Director
BCA.
Carmel established Fisher Funds Management Limited in
1998 and is also a director of Kingfish. Carmels details are
set out on page 20. Carmels principal place of residence
is Auckland and she can be contacted at Kingfishs
registered office.
16
We would rarely buy a stock before we have met with management

and visited their operations, and we pride ourselves on the relationships
that we have established with the management teams of many successful
New Zealand businesses. Fisher Funds
The Manager
The Manager is Fisher Funds Management Limited,
which is an independent, privately owned funds
management company based in Devonport, Auckland.
Fisher Funds is a specialist New Zealand equity manager
applying its unique stock selection approach to the
objective of achieving high absolute returns for its clients.
Fisher Funds was established in April 1998 and launched
its first retail fund in August 1998. The principal activity of
Fisher Funds is managing the investments of two unit
trusts, the Fisher Funds New Zealand Growth Fund and
the Fisher Funds Fledgling Fund, and providing investment
advice to institutions. Fisher Funds was recently
appointed as the preferred New Zealand Equities Manager
(smaller company bias) by the Guardians of New Zealand
Superannuation. In addition, Fisher Funds provides
portfolio management services to a number of individual
investors and trusts through its Private Portfolio service.
17
The Fisher Funds NZ Growth Fund

100%
80%
60%
40%
Performance History
Fisher Funds has a nearly five and a half year history of
investing in the New Zealand share market, under a similar
investment philosophy as that proposed for Kingfish.
The investment performance of Fisher Funds can best be
illustrated by the performance of its principal unit trust,
The Fisher Funds New Zealand Growth Fund.
The following charts illustrate the cumulative returns of
the Fisher Funds NZ Growth Fund over the last five years,
net of tax at 33% and fees, and the gross annualised
returns (excluding fees and taxes) of the Fisher Funds NZ
Growth Fund over the corresponding period.
27.77%
20%
12.34%
13.11%
Twelve
Months
Two
Years
0%
Three
Years
Five
Years
Cumulative returns (Net of tax at 33% and fees)

(Period until 31 December 2003)
The Fisher Funds NZ Growth Fund

Annualised Performance
20%
18%
Fisher Funds currently manages or advises on total

funds of approximately $190 million. Approximately
$125 million is managed through its retail unit trusts
and $65 million of direct wholesale and private portfolio
mandates. The New Zealand Superannuation Fund
mandate is expected to grow to $120 million by 2006.
82.34%
19.63%
17.98%
16%
14%
13.18%
12%
10%
10.46%
8%
6%
4%
2%
0%
Twelve
Months
Two
Years
Three
Years
Five
Years
Gross annualised returns (Excluding fees and taxes)

(Period until 31 December 2003)
Past performance of Fisher Funds will not necessarily reflect

the future performance of Kingfish or Fisher Funds. Although
the investment criteria adopted by Fisher Funds in managing
its funds to date is similar to that proposed for the Company,
there can be no certainty that any similarity in management
practices will continue or that the performance of the
Company will be similar to the historical performance of
the existing funds managed by Fisher Funds.
Investment Style
Below, Fisher Funds describes its distinctive, proven
investment style.
We are stock-pickers and regard ourselves as business owners
rather than sharemarket investors. We believe that there will
always be companies that will do well, irrespective of the
economic or market environment. We are constantly searching
for such businesses.
We do not believe that company size or its position in an index is
an indicator of quality or income potential. We invest in stocks on
the basis of their individual merits and our portfolio weightings
bear little resemblance to market indices.
We seek companies that offer a strong income return
through dividends.
We typically adopt an investment approach that combines growth
criteria with value disciplines, emphasising a companys proven
ability to grow earnings and the expectation of future earnings
growth. This is seen as a driver for future income streams for
investors. We are more inclined to invest in quality businesses
with a proven history and sustainable competitive advantage than
companies that appear cheap on criteria such as book value.
We place a lot of emphasis on fundamental analysis and

attempt to know more about each of our companies than any other
analyst. We would rarely buy a stock before we have met with
management and visited their operations, and we pride ourselves
on the relationships that we have established with the management
teams of many successful New Zealand businesses.
We do not want so many portfolio holdings as to dilute our
efforts and knowledge, but we want enough to reduce the risk
if something goes wrong. A portfolio candidate will only make
it into our portfolio if it is at least as good as our existing
portfolio holdings.
We sell only when the fundamentals of the company or industry
have changed significantly. We do not sell on the basis of share
price movements (up or down) and the level of the market is
irrelevant to our buying and selling decisions. We are long-term
buy and hold investors rather than chopping and changing, we
believe that we can maximise returns by investing in great
companies and sticking with them.
18
Fisher Funds Management Limited Continued
Investment Criteria
Fisher Funds has developed a unique investment style
that has enabled it to achieve strong investment returns
over a long period of time. The investment criteria, or the
characteristics of a great business sought by the Manager
typically include the following:
Quality businesses that are a leader in their industry or
sector, often with a strong franchise and significant
barriers to entry. They may not be big companies, but
they should provide a valuable product or service better
than anyone else.
Simple businesses that the Manager and the company
management can understand. Preference is given to
businesses that operate within a single sector or industry.
A history of earnings growth and an attractive earnings
growth profile. Such growth might be achieved through
pricing power (because of a superior product or
monopoly position), sales growth due to increasing
demand or sustainable gains through improving
efficiency and excellent business management.
Earnings resilience with a high degree of predictability.
Preferred businesses are those whose earnings remain
resilient to the changing domestic and international
economic climate, and where the Manager can feel
comfortable in predicting future earnings within a band
of certainty.
The Manager believes that concentrated portfolios

produce superior long-term performance, and therefore
concentrates on its best ideas, subject to portfolio
diversification. The Portfolio of Kingfish Holdings will
generally contain between 15 and 25 stocks. Top-tier,
favoured stocks will each generally comprise 7% 10%
(at cost) of the Portfolio. Second-tier stocks will
generally have a lower portfolio weighting of between
4% 7% each (at cost) until the Manager is confident
enough about their prospects to make them top-tier stocks.
Young companies or those that have not been well
researched need to be monitored closely before deciding
to make any substantial investment. At times it is helpful
to make a relatively small investment in a company as a
way to access management and understand more about
the company. The Manager might be unsure of its long
term prospects and simply want to keep a close eye on its
performance for a period of time. Those stocks that have
recently been introduced to the Portfolio, or are still being
actively researched, will each comprise between 1% 3%
(at cost) of the Portfolio. A number of these companies
wont make the grade and will be sold to enable
investment in more attractive opportunities.
Over the long term, the Company will seek to be at least
85% invested in shares. It is anticipated that this level of
investment will be achieved within six months from the
Closing Date.
A strong management team whose interests are directly

aligned with shareholders. Preference is given to those
companies whose management team own shares in the
company and therefore think like owners.
Kingfish Nursery will own shares in those companies that

have not yet met all the criteria to become a core holding,
but do have potential. The Manager expects that Kingfish
Nursery would typically hold no more than 15% of the
Kingfish assets.
Businesses with these characteristics will be better placed

to provide consistent and growing income streams
through dividends.
Kingfish Nursery is expected to buy and sell more actively

than Kingfish Holdings.
Investment Process
The Managers approach to company selection is detailed

in the following chart.
The Managers investment style is very research

intensive with an emphasis on the analysis of company
fundamentals or kicking the tyres. Fisher Funds is truly
a bottom-up stock picker, and pays little heed to economic
trends, sector rotation or market cycles. Typically, investment
ideas are internally-generated, though companies introduced
by share brokers may also be investigated. Fisher Funds
has built a reputation and record for original thinking and
unconventional stock picks.
Companies are only added to the Portfolio when they
meet the Managers investment criteria. In addition to
fundamental criteria such as management talent and
sustainable competitive advantage, their checklist includes
historical earnings growth, above-average forecast
earnings growth, forecast dividend growth and attractive
valuation relative to income growth prospects.
Company Selection
Initial screening earnings history,
sustainable competitive advantage,
forecast earnings growth
Investment universe
120 + stocks
Short listing initial due diligence

(company visits), extensive information
gathering, evaluation against key criteria
Eligible companies
40 stocks
Detailed due diligence further

company visits, industry analysis,
quantitative analysis, scoring, ranking
Short list
20 stocks
Peer analysis scoring, ranking
Final stock selection
Portfolio
Fisher Funds Management Limited Continued
The Board of Fisher Funds

Management Limited
Brian Corban
QSO, MA (hons), LLB.
Brian Corban is a professional company director, lawyer

and community leader. He is currently a member of the
Waitangi Tribunal, chairman of the Melanesian Mission
Trust Board, Auckland City Mission and Ngatarawa Wines
and a trustee of various community trusts. Brian is a
Fellow of the Institute of Directors in New Zealand and a
Fellow of the NZ Institute of Management.
19
John Wells
ACA, FCIS, FCCM.
John Wells has extensive governance experience. John is

the Chairman of SPARC, Chairman and Founding Director
of the merchant and investment bank Bancorp. Currently
he is a Director of Baycorp Advantage Limited (Australia),
Taranaki Property Fund Limited, New Zealand Guardian
Trust Holdings Limited and various other companies.
Carmel Fisher
BCA
Carmel Fishers biography is set out on page 20.

Hugh Fisher
We typically adopt an investment

approach that combines growth
criteria with value disciplines,
emphasising a companys proven
ability to grow earnings and the
expectation of future earnings
growth. This is seen as a driver
for future income streams
for investors. Fisher Funds
Hugh Fisher holds the position of Operations Director and

is responsible for all information technology functions and
special projects. Hugh has had over 17 years experience in
operations management and information technology in a
major telecommunications company.
20
Key Management Personnel
Carmel moved to Prudential Assurance in 1988 as an

Investment Analyst, and soon became the Associate
Director, Equities when the investment subsidiary,
Prudential Portfolio Managers was formed. In 1991,
Carmel was given the opportunity to develop and manage
a new fund specialising in small company shares, a market
she has always had a particular interest in. The launch of
the Prudential Emerging Companies Trust coincided with
an exciting period for New Zealand small companies, as
the economic environment became favourable following
the recession of the late 1980s. In the year to December
1992, the fund achieved an 83%* return and was the best
performing fund for the year.
Carmel Fisher
Carmel Fisher graduated from Victoria University of
Wellington in 1984 with a Bachelor of Commerce and
Administration, her degree reflecting her interest in
accounting and marketing.
On leaving university, Carmel joined sharebroker Francis,
Allison Symes & Co., and spent two years developing an
understanding of research, investment analysis and client
portfolio management. Carmel then joined newly formed
sharebroking firm, Mouat Bolland (which subsequently
became M B Stockbrokers). Her four years in sharebroking
featured the bull market of the mid 1980s and the
spectacular share market crash of 1987.
After six years with Prudential, Carmel moved to Auckland

to join Sovereign Assurance and assume responsibility for
their funds management division. In 1994, Carmel
developed and launched another small company fund, the
Sovereign NZ Select Equities Fund.
In late 1997, Carmel resigned from Sovereign Asset
Management and decided to form Fisher Funds
Management Limited. In forming her own funds
management company, Carmel recognised that her talents
were best used in a specialist area and that there was a
dearth of niche investment managers in the New Zealand
market place.
As Managing Director of Fisher Funds, Carmel has overall
responsibility for all portfolio management and client
reporting functions.
We believe that
the combination of
Warrens stock-picking
and analytical skills
with Carmels portfolio
management expertise
gives us a competitive
and first-rate funds
management capability.
The Prudential Emerging Companies Trust achieved an 83% return for the twelve
months ended December 1992. It was the top performing New Zealand equity
unit trust for the year. Source: Morningstar NZ Limited.
Key Management Personnel Continued
Warren Couillault
Warren Couillault completed a First Class Honours degree,
with majors in Finance and Economics, at the University
of Waikato.
After completing two years with Westpac Banking
Corporation in financial analysis and economics roles,
Warren spent a year with ANZ McCaughan Securities
before joining sharebroker Hendry Hay McIntosh (which
became Merrill Lynch) in Auckland. Warren was voted by
New Zealand institutional investors as the top analyst in
the retail and manufacturing sectors in the 1994 and 1995
FPG surveys, and the top retail and leisure sector analyst
in the 1996 FPG survey.
21
Warren joined UBS Warburg in 1996, building on his

reputation as an accomplished investment analyst and also
assuming sales roles in promoting Australasian equities to
international investors. During his time in Sydney, Warren
achieved success in generating interest from Australian
investors in the New Zealand share market. He then went
on to build a significant client base of UK and European
investors while based in London for three years.
Warren returned to New Zealand with his young family in
June 2002 and joined Fisher Funds in a senior analytical
role. As Chief Investment Officer of Fisher Funds, Warren
has responsibility for all company research, stock
recommendations and execution of transactions.
Glenn Ashwell
Glenn Ashwell holds the position of General
Manager and is responsible for all functions
outside of portfolio management including
marketing, human resources, finance and
accounting, legal and administration. Glenns
six years managed funds experience
includes roles as a trustee and head of major
custody, investment accounting, unit pricing
and registry teams. Prior to that he held
accounting, process redesign and
management consultancy roles.
Hugh Fisher
Hugh Fisher holds the position of Operations
Director and is responsible for all information
technology functions and special projects.
Hugh has had over 17 years experience in
operations management and information
technology in a major telecommunications
company.
Sue Honiss
Sue Honiss joined the company in April 2001
and is responsible for client services, general
administration and investment reporting.
22
We do not want so many portfolio holdings as to dilute our efforts and

knowledge, but we want enough to reduce the risk if something goes wrong.
A portfolio candidate will only make it into our portfolio if it is at least as good
as our existing portfolio holdings. Fisher Funds
A copy of the Management Agreement is available for

inspection during normal business hours at the registered
office of the Company at 2 King Edward Parade,
Devonport, Auckland and free of charge on the Companies
Office website at www.companies.govt.nz.
The Company has appointed the Manager to manage the
Portfolio and implement investment decisions within the
Investment Mandate. The Investment Mandate is
contained in the Management Agreement and is described
in summary on this page.
The key terms of the Management Agreement are as follows:
Agreement Conditional
The Management Agreement only comes into effect once
the Company has received and accepted applications for
a minimum of 30 million Shares.
23
Managers Investment Mandate

The Manager is appointed to invest the Portfolio primarily in
equity securities of New Zealand companies. Without
precluding other New Zealand equities investments, it is
envisaged that the initial investment focus will be on New
Zealand companies that have, at the time of acquisition or
investment, a market capitalisation of less than $450 million,
with some discretion to diversify the Portfolio into cash.
All investments and sales made by the Manager on behalf
of Kingfish Holdings Limited shall be consistent with the
investment philosophy described in the Offer Document
on page 12.
Authorised Investments
Equity Securities (as defined in the Management

Agreement) listed on the NZSX or NZAX.
Equity Securities in New Zealand companies listed

on other stock exchanges.
Unlisted New Zealand equities.
Underwriting or sub-underwriting commitments

relating to New Zealand equities otherwise authorised
in the Management Agreement.
Bank deposits or money market securities, in New

Zealand dollars, the maturity of which is no greater
than 30 days from the time of investment.
Any other type of security approved of by the

Company and notified to the Manager in accordance
with the Management Agreement.
Term
The Management Agreement is for an initial period of five
years commencing on the date the Company lists on the
NZSX (unless terminated earlier in accordance with its
terms). Thereafter the Company will (provided that the
Manager is prepared to renew arrangements) renew the
Management Contract for further five year terms unless
following discussion with the Manager and commissioning
an independent review it elects not to and obtains an
ordinary resolution from shareholders of the Company
approving such non-renewal.
Duties of the Manager
The Managers duties are to manage the Portfolio and to
ensure that Portfolio administrative and general services are
provided to the Kingfish Group in accordance with the
Management Agreement (and general administrative
services where the Board and the Manager have elected to
have Fisher Funds perform these duties). To perform its
duties under the Management Agreement, the Manager
has certain powers to act on behalf of the Kingfish Group.
Managers Powers
The Manager has absolute and unfettered discretion to
manage the Portfolio and to do all things considered
necessary or desirable in relation to the Portfolio, except
that the Board of Kingfish control the voting rights in
respect of the Portfolio companies. In exercising such
powers the Manager must have regard to its duties under
the Management Agreement and the Investment Mandate.
Benchmark
Using its stock selection skills, the Manager will aim to
produce higher returns than the Benchmark, which is
changes in the CSFB 90 Day Bank Bill Index plus 7%.
That is, the Manager aims to achieve annual returns that
are 7% higher than an investor could earn from a portfolio
of fixed interest securities approximating the CSFB 90 Day
Bank Bill Index.
Prudential Limits
The maximum permitted exposure to the Equity

Securities of any individual company is 15% (at the
time of purchase) of the market value of the Portfolio.
The maximum permitted exposure to unlisted Equity

Securities collectively is 30% (at the time of purchase)
of the Portfolio.
No more than 20% of the issued capital of any

company shall be held by the Portfolio without the
prior written consent of the Company.
The Manager must not invest in any Unit Trusts which

are managed by the Manager, or to which the
Manager is an advisor, without the prior written
consent of the Company.
Bank deposits and money market securities must be

with banks registered in New Zealand and carrying a
minimum short-term Credit Rating of A1 (from
Moodys Investor Services).
If a pre-existing shareholding in a company within the

Portfolio breaches any of the rules contained in bullet
points 1, 2 and 4 immediately above, by virtue of post acquisition
performance or market activity, then the Manager may
continue to hold that security in the Portfolio.
24
The Management Agreement Continued
Borrowing
The Company will procure a debt facility from a registered
bank to a maximum value of 20% of the Gross Asset
Value of the Company, at the time of draw down.
The Manager shall have the authority to draw on this
facility with the prior written approval of the Board.
The Manager may use such borrowings where it believes
they will enhance the management and / or the return of
the Portfolio.
Derivatives
The Manager must not use financial derivatives other than
in respect of managing the interest rate exposures implicit
in any debt borrowing undertaken by the Manager on
behalf of the Company.
Remuneration
In return for the performance of its duties as Manager
of the Companys Portfolio, the Manager is entitled to
be paid:
(a) A Management Fee equal to 1.25% per annum of the
Gross Asset Value, calculated weekly and payable
monthly in arrears. The Management Fee will be
reduced by 0.10% for each 1.0% per annum by which
the Gross Return is below the change in the CSFB 90
Day Bank Bill Index. A minimum Management Fee of
0.75% per annum applies.
(b) The Company will pay the Manager a Performance Fee
for providing excess returns over and above the
Benchmark Rate. The Manager will be paid 15% of the
increase in the Net Asset Value above the High-water
Mark (refer below) where this increase, expressed as
a percentage of Net Asset Value at the beginning of
the period, exceeds the Benchmark Rate (subject to
certain rules set out in the Management Agreement,
including making adjustments for changes in the
number of shares on issue and dividends paid etc,
and the timing of those changes). The Performance
Fee will only become payable once the Net Asset
Value per share exceeds $1.33. The final Performance
Fee will be calculated at the end of each financial year
although the Company may elect to provide for any
Performance Fee more regularly in calculating the Net
Asset Value. Any Performance Fee will only be paid to
the Manager at the end of the year.
The High-water Mark is the highest Net Asset Value at the
end of any previous financial year.
Half of any Performance Fee will be paid to the Manager

in shares issued at Net Asset Value, with the remaining
half to be paid in cash.
In addition, the Manager agrees to provide certain general
administration services for the benefit of the Company
for an initial period (and in any event, until no later than
30 September 2004) at no cost to the Company.
The Company intends to appoint an administration
manager to assume responsibility for these functions
following completion of this Offer.
All fees are exclusive of GST, which will be added
where applicable.
Expenses
The Company shall pay and discharge and shall reimburse
the Manager in respect of all direct and out of pocket
costs, charges, expenses and liabilities associated with
or incurred by the Manager on behalf of the Company in
connection with the duties of the Manager under the
Management Agreement provided in relation to items
(or related series of items) of expenditure in excess of
$5,000 per month that the Company has previously
approved. All such costs, expenses, charges or liabilities
which are partly contributed to other Funds administered
by the Manager shall be allocated on an equitable basis
between the Company and such other Funds.
The Manager shall pay and discharge all direct costs,
charges, expenses and liabilities incurred by the Manager
in connection with the establishment and maintenance of
its general office infrastructure and overheads, including all
salaries, wages and other payments in respect of the
Managers employees, rental, communications, office
consumables, library and database, office equipment and
general overhead costs.
Notwithstanding the above, the Manager is solely
responsible for payment of fees to any other party
engaged by the Manager to assist it in undertaking its
investment duties under the Management Agreement.
Termination
The Management Agreement will terminate on the
commencement of winding up or dissolution of
the Company.
Either the Manager or the Company may terminate the
Management Agreement on the occurrence of certain
events by giving notice. These include events such as
liquidation, receivership or insolvency, composition with
The Management Agreement Continued
creditors, material breach of the Management Agreement,

and gross negligence in the performance of any of their
duties under the Management Agreement. Furthermore,
the Company may terminate the Management Agreement
if, without its consent, neither Warren Couillault nor
Carmel Fisher continue to have overall responsibility for,
and involvement in, the conduct of investment and control
of the Portfolio. In addition, the Company may elect not to
renew the agreement upon expiry of its term (or any
renewed term) provided it has complied with non-renewal
procedures in that regard (see Term above).
If the Company elects not to renew the Agreement at
the expiry of a term or terminates the Agreement other
than for reasons permitted in the Agreement, a termination
fee equal to the previous one year aggregate fees paid (or
payable) under the Agreement as at the date of
termination (as described above) is payable.
Attendance at Board meetings
A representative of the Manager shall during the term of
the Management Agreement be entitled and required to
attend meetings of the Board of Directors of the Company.
Allocation of Opportunities Between Funds
Administered by the Manager
As referred to earlier, the Manager manages a number of
investment funds which may, from time to time, purchase
or sell, or wish to purchase or sell, the same securities.
In such circumstances, the Manager is required to afford
the Kingfish Group an opportunity to participate in such
purchase or sale in proportion to other funds managed by
the Manager equating to the gross dollar amount of the
assets of the Kingfish Group and such other funds at the
relevant proposed transaction date, subject to applicable
prescribed investment constraints of the Kingfish Group
and such other funds.
Other Terms and Conditions
The Manager gives no warranty as to the performance or
profitability of any of the investments the Company
makes. Furthermore, the Managers liability for any loss
or damage sustained by the Company or an investor as a
result of the performance of the Manager of its duties
under the Management Agreement is restricted to loss or
damage due to the gross negligence, fraud, dishonesty or
wilful default or unauthorised act of the Manager or that of
its officers, employees, advisers or agents.
25
The Company indemnifies the Manager from all liabilities

incurred by the Manager by reason of the Manager
performing its role under the Management Agreement
except for liability arising from its unauthorised acts, any
gross negligence, wilful damage, dishonesty, fraud or
other criminal acts or material breach of the Management
Agreement, on the part of it, or its officers, employees,
advisers or agents.
Confidentiality
The Manager is under obligations to keep Company
information confidential.
The above is a summary of the Management
Agreement. Investors wishing further and more
complete details of the Management Agreement
should obtain a copy of the Management
Agreement itself.
26
Chapman Tripp Tax Opinion
26 February 2004
Kingfish Limited
2 King Edward Parade
Devonport
PO Box 32 490
Devonport
KINGFISH GROUP: TAX ON SALE OF INVESTMENTS
Background
1
You have asked us to provide you with a letter summarising our advice on the tax treatment of sales of investments
made by the subsidiaries of Kingfish Limited (Kingfish), a proposed New Zealand listed investment company which will
invest primarily in shares in New Zealand listed or resident companies. We understand that this letter will be included
in the Prospectus and Investment Statement for the issue of Shares and Options by Kingfish.
Our advice is based on the law in effect at the date of this letter. Tax laws can be changed, potentially with retroactive
effect and existing case law is subject to reinterpretation by future decisions of the court.
New Zealand investors should not rely on this opinion which has been prepared for the benefit of Kingfish and Fisher
Funds Management Limited (Fisher Funds). Our conclusions are subject to the factual background and assumptions in
this letter and to the documents in their form as at todays date.
Summary Conclusions
4 Based on our understanding of the facts as provided to us, and in particular on the key facts and assumptions set out
in paragraph 5 below, in our view:
4.1 proceeds of sale of investments by Kingfish Holdings Limited (Kingfish Holdings) (the company which would hold
the Kingfish core Portfolio) should be on capital account and therefore not subject to tax;
4.2 proceeds of sale of investments by Kingfish Nursery Limited (Kingfish Nursery) (the company which would hold the
stocks still being trialed for admittance to the core Portfolio), whether to Kingfish Holdings or to third parties, will
be on revenue account and subject to tax, with a deduction for the cost of acquisition;
4.3 sales of investments by Kingfish Nursery to Kingfish Holdings will for tax purposes be treated as made for the
market value at the time of sale, under section GD 1 of the Income Tax Act 1994.
Key Facts and Assumptions
5
This opinion is given on the basis in particular of the following facts and assumptions regarding the business of the group.
5.1 Fisher Funds investment philosophy referred to on pages 12 to 13 of the Prospectus and Investment Statement,
acting as the Manager, in relation to the investments of Kingfish Holdings is to invest for the long term on the basis
of company-specific factors leading to an expectation of strong income and dividend growth over time, and to sell
only on the basis of a change in those factors.
5.2 We have assumed that this philosophy will be adhered to in the conduct by the Kingfish Group (consisting of
Kingfish, Kingfish Holdings and Kingfish Nursery) of its business, with the result that there will be a low level of
turnover in the Kingfish Holdings Portfolio.
5.3 The Kingfish Group will be entirely or largely equity funded.
5.4 Kingfish Holdings investments will have a significantly greater value than Kingfish Nurserys investments.
5.5 Capital gains from realisation of Kingfish Holdings investments will not be distributed to Kingfish shareholder
in the ordinary course.
Yours faithfully
Casey Plunket
Partner
Craig Elliffe
Partner
27
We sell only when the fundamentals of the company or industry have

changed significantly. We do not sell on the basis of share price movements
(up or down) and the level of the market is irrelevant to our buying and selling
decisions. We are long-term buy and hold investors rather than chopping and
changing, we believe that we can maximise returns by investing in great
companies and sticking with them. Fisher Funds
28
What sort of investment is this?
Shares
The Offer
Each Share gives the holder the right to:
The Offer comprises a Priority Offer and a General Offer.
(a) attend and vote at a meeting of the Company including

the right to cast one vote per Share on a poll on any
resolution including but not limited to a resolution to:
The Company is offering 50 million Shares to existing

clients of Fisher Funds, NZX Firms, eligible resident and
non-resident professional investors, and members of the
public in New Zealand at $1.00 per Share. The Company
may accept over-subscriptions of up to 25 million Shares.
For each Share issued, subscribers will receive 1 Option
to subscribe for a Share at an exercise price of $1.00
exercisable on any of 31 March 2006, 31 March 2007 and
31 March 2008. Holders can exercise some or all of their
Options on any of these dates subject to a minimum
exercise of 500 Options.
Priority Offer
applications by 5.00 pm 19 March 2004. Shares in the
Priority Offer that are not taken up will be allocated by
the Directors at their discretion.
General Offer
The General Offer comprises up to 67 million Shares
inclusive of oversubscriptions plus any Shares in the
Priority Offer that are not taken up by existing clients of
Fisher Funds or otherwise allocated by Directors at
their discretion.
Offer of Shares made elsewhere
The Offer contained in this Offer Document is made
to existing clients of Fisher Funds, NZX Firms, resident
and eligible non-resident professional investors and
members of the public and has not been made to the
public in any other jurisdiction. No person may offer, sell or
deliver any Shares or distribute any documents (including
this Offer Document) to any member of the New Zealand
public outside New Zealand except in accordance with all
of the legal requirements of the relevant jurisdiction.
Unless otherwise agreed with the Company, any person or
entity subscribing for Shares or Options in the Offer shall
by virtue of such subscription be deemed to represent that
he, she or it is not in a jurisdiction which does not permit
the making to him, her or it of an offer of the kind
described in this Offer Document, and is not acting for the
account or benefit of a person within such jurisdiction.
appoint or remove a director or auditor;

adopt or alter the Companys constitution;
approve a major transaction;
approve the amalgamation of the Company under
section 221 of the Companies Act 1993; and
put the Company in liquidation;
(b) dividends paid by the Company in respect of
that Share;
(c) an equal share with other ordinary shares in the
distribution of surplus assets in any liquidation of
the Company;
(d) be sent certain Company information; and
(e) the other rights as a shareholder conferred by the
Companies Act 1993 and the Companys constitution.
Options
Each Option entitles the holder to subscribe for and be
allotted one ordinary Share in the capital of the Company,
credited as fully paid, at an exercise price of $1.00.
An Option is exercisable in whole or in part subject to a
minimum exercise of 500 Options by the holder lodging
with Computershare the notice of exercise of Option in
writing together with payment of $1.00 for each new
Share taken up.
Options may be exercised on any of 31 March 2006,
31 March 2007 and 31 March 2008. Any Options not
exercised by 31 March 2008 will expire.
The Company will allot Shares on the exercise of Options
in accordance with the Listing Rules.
Shares issued on the exercise of Options will participate
in dividends declared after the date of the exercise and
will otherwise rank pari passu with the Shares in the
capital of the Company on issue at the date of exercise
of the Options.
Options may be transferred at any time before expiry.
Options are transferable on any common form of transfer.
Directors have the same powers in respect of registration
of transfers of Options as they have in respect of Shares.
Answers to Important Questions Continued
29
Dividends
Minority buy out rights
Details of the Companys proposed dividend policy are set

out under What returns will I get? in this section of the
Offer Document.
If, by special resolution, the Company resolves to alter

or revoke its constitution in a way which imposes or
removes a restriction on the activities of the Company,
approve a major transaction or approve a statutory
amalgamation, any shareholder voting against the
resolution is entitled to require the Company to purchase,
or to arrange for another person to purchase, that
Shareholders Shares for a fair and reasonable price
nominated by the Company or, if the Shareholder objects
to such a price, a price determined by arbitration. The
Company must comply with this requirement unless it
obtains a Court exemption or arranges to have the
resolution rescinded.
Shares and Options are separately tradable

The Shares and the Options will be separately tradable.
Listing
Application has been made to NZX for permission to list
the Shares under the symbol KFL and the Options
under the symbol KFLWA. All requirements of NZX
relating thereto that can be complied with on or before the
date of this Offer Document have been duly complied
with. However, NZX does not accept any responsibility for
any statement in this Offer Document. Initial quotation of
the Shares and Options on the NZSX is expected to occur
on or about 31 March 2004.
Restricted transactions
The Companys constitution requires the approval of
the Companys Shareholders by ordinary resolution for
the following:
The Company acquiring its own Shares or Options

The Company may acquire its own Shares or Options,
or provide financial assistance in connection with the
purchase of its own Shares or Options, with shareholder
approval by ordinary resolution and without shareholder
approval if effected pro-rata to existing holders, or in
certain other limited circumstances.
(a) any transaction entered into by any member of

the Group in which the gross value of the transaction
is greater than 50% of the lesser of the market
capitalisation of the Company or the value of the
Companys assets;
Financial assistance to purchase Shares or Options
(c) material transactions entered into by any member

of the Group with, or for the benefit of, the Directors
of the Company, substantial Shareholders or
their associates.
The Company may provide financial assistance to a

proposed shareholder to purchase shares or options in
the Company provided that the prior approval by ordinary
resolution of each class of shares having rights and
entitlements that could be affected is obtained or certain
other circumstances exist. Before providing financial
assistance, the Company must satisfy the solvency test
under the Companies Act 1993, and the Board must
resolve that the assistance is in the best interests of
the Company and that the terms and conditions under
which the assistance is given are fair and reasonable
to the Company.
Takeover provisions
The Takeovers Code, amongst other things, prohibits any
person (together with their Associates (as defined in the
Takeovers Code)) from becoming the holder or controller of
more than 20% or more of the voting rights in the Company
other than in compliance with the requirements of the Code.
Investors will become subject to the Takeovers Code
following any allotment of Shares to them pursuant to
the Offer.
Investors are advised to seek legal advice in relation to any
act, omission or circumstance which may result in that
investor breaching or becoming in breach of any provision
of the Takeovers Code.
(b) any transaction that will change the essential nature

of the Companys business; or
In addition, section 129 of the Companies Act 1993

requires special resolution approval prior to the Company
entering into any transaction (whether by way of an
acquisition, disposition or otherwise) involving more than
half the value of the Companys assets before the
acquisition, disposition or otherwise.
The Companys constitution also requires the approval
of the Companys Shareholders, by ordinary resolution,
for any issue of Shares that would materially increase the
ability of any person or group of associated persons to
exercise effective control of the Company.
Compulsory acquisition
If a person or two or more persons acting jointly or in
concert become a dominant owner of the Company (that
is, become the holders or controllers of 90% or more of
the voting rights in the Company by any method and at
any time) that dominant owner must immediately send
a written notice of that fact to the Company, the
Takeovers Panel and NZX.
30
The dominant owner will then have the right to acquire all
the outstanding securities in the Company and similarly
each other security holder in the Company will have the
right to sell their outstanding securities in the Company to the
dominant owner, in each case in accordance with Part 7 of the
Takeovers Code. A notice to this effect (an acquisition notice)
must be sent by the dominant owner not later than 30 days
after becoming the dominant owner.
The consideration for any such acquisition or sale will be:
(a) a person becomes the dominant owner by reason
of acceptances under an offer where acceptances
were received for more than 50% of the securities
that were the subject of the offer, the same as the
consideration payable under that offer; or
(b) in all other cases, a cash sum certified as fair and
reasonable by an independent advisor, provided
however that if within 14 days after the dominant
owner sends the acquisition notice, the dominant
owner receives written objections to the specified
consideration from security holders who hold the
lesser of:
Who is involved in providing

it for me?
Issuer
Kingfish Limited is the offeror and issuer of the Shares
and Options. Its registered office is:
Devonport
Auckland
Phone: 09 445 3377
Fax: 09 445 3375
Promoters
Fisher Funds Management Limited, and each of its
directors (excluding Carmel Fisher), are the promoters
of the Shares. Fisher Funds registered office is:
C/- Landrigan Waite
Chartered Accountants
10 Young Street
New Plymouth
Phone: 06 759 9034
2% or more of a class of equity securities; or

10% or more of the outstanding securities
of a class,
the consideration payable will be a cash sum
certified as fair and reasonable by an independent
person appointed by the Takeovers Panel.
The directors of Fisher Funds are Brian Phillip Najib

Corban, Carmel Miringa Fisher, Hugh Gladstone Fisher and
Murray John Wells (all whose principal place of residence
is Auckland). All of the directors of Fisher Funds may be
contacted at Fisher Funds address noted above.
Activities of the Company
The fair and reasonable value of an equity security must

be calculated by first assessing the value of all equity
securities in the class of equity securities which the equity
security forms part and then allocating that value pro rata
among all the securities of that class.
Other terms of the Offer
The above is a simplified and general description of some
of the rights and obligations of Shareholders. All terms of
the Offer and the Shares and the Options, except those
rights and obligations implied by law, are set out in this
Offer Document and the Companys constitution, both of
which are available for public inspection at the Companys
registered office, 2 King Edward Parade, Devonport,
Auckland and free of charge on the Companies Office
website at www.companies.govt.nz. A copy of the
documents will also be available for inspection at the
offices of Chapman Tripp, at the address set out in
the Directory.
Kingfish was incorporated on 30 January 2004 and its

registration number is 1477590.
The Company aims to offer investors competitive returns
and access to a Portfolio of investments through a single
investment vehicle. The Company, through the Manager,
seeks to achieve this by investing in small New Zealand
companies that have strong earnings growth likely to
produce good dividend yields in the future.
The Company provides investors with the opportunity
to invest in a medium to long term portfolio of small
New Zealand companies and gain access to a defined
investment process and the management experience
of the Manager.
The Companys activities are discussed in more detail on
pages 12 to 13 of this Offer Document under the heading
Kingfish Limited.
How much do I pay?

Payment
Applications for Shares must be made on the application
form contained in this Offer Document.
Applications to be considered under the Priority Offer

must be received by Computershare Investor Services
Limited, by 5.00 pm on 19 March 2004.
Applications for Shares (including firm allocations) must be
received by Computershare Investor Services Limited, by
3.00 pm on 26 March 2004.
Applications under both the Priority Offer and the General
Offer must be for a minimum of 2,000 Shares and
thereafter in multiples of 500 Shares. Applications must be
accompanied by payment in full for the Shares applied for
at a price of $1.00 per Share. Application monies are
payable by the applicant to the Company, and cheques are
to be payable to Kingfish Share Offer. See the section
entitled Completing the Application Form on page 40
of this Offer Document. Existing clients of Fisher Funds
should pay particular attention to the instructions
for making an application under the Priority Offer.
Pricing
The price for the Shares is $1.00 per Share, which must
be paid in full by applicants at the time of application.
What are the charges?
31
will be calculated at the end of each financial year

although the Company may elect to provide for any
Performance Fee more regularly in calculating the Net
Asset Value. Any Performance Fee will only be paid to
the Manager at the end of the year.
The High-water Mark is the highest Net Asset Value at the
end of any previous financial year.
Half of any Performance Fee will be paid to the Manager
in shares issued at Net Asset Value, with the remaining
half to be paid in cash.
All fees are exclusive of GST, which will be added where
applicable.
Further details of the Managers remuneration can be
found on page 24.
What returns will I get?

Shareholders will be entitled to receive or benefit from any
dividends paid by the Company in the manner described
below and to any other returns attaching to the Shares.
Shareholders may also benefit from any increase in the
market price of their Shares or Options if they sell them.
The market price of Shares or Options may also decline.
Investors are not required to pay any charges to the

Offerors in relation to the Offer. No fee is payable to the
Manager promoting the Offer in relation to its role as
Promoter. The expenses of the Offer have been estimated
at $1,885,000. The Company will meet these expenses.
Dividend Policy
In return for the performance of its duties as Manager

of the Companys Portfolio, the Manager is entitled to
be paid:
The Directors intend that imputation credits will be attached

to dividends to the fullest extent possible.
(a) A Management Fee equal to 1.25% per annum of

the Gross Asset Value, calculated weekly and payable
monthly in arrears. The Management Fee will be
reduced by 0.10% for each 1.0% per annum by which
the Gross Return
is below the change in the CSFB 90 Day Bank Bill
Index. A minimum Management Fee of 0.75% per
annum applies.
(b) The Company will pay the Manager a Performance Fee
for providing excess returns over and above the
Benchmark Rate. The Manager will be paid 15% of
the increase in the Net Asset Value above the Highwater Mark (refer below) where this increase,
expressed as a percentage of Net Asset Value at the
beginning of the period, exceeds the Benchmark Rate
(subject to certain rules set out in the Management
Agreement, including making adjustments for changes
in the number of shares on issue and dividends paid
etc, and the timing of those changes). The Performance
Fee will only become payable once the Net Asset Value
per share exceeds $1.33. The final Performance Fee

of the Company.
The Company can give no assurance about the level or

frequency of dividends, if any, the level of imputation
credits or the level of supplementary dividends. These
levels will depend on a number of factors, including those
discussed under the heading What are my Risks?.
New Zealand taxes may affect the return to investors.
Dividends will be subject to New Zealand withholding and
final taxes but the investors liability in respect of such taxes
may be reduced or satisfied to the extent the dividends
have imputation credits attached. Wherever possible,
dividends paid by the Company will have the maximum
allowable imputation credits attached. In addition, in some
cases gains on the sale of Shares may be taxable.
The above comments and the descriptions referred to are
of a general nature only. They do not constitute legal advice.
Persons considering the purchase, ownership or disposition
of Shares should consult their own tax advisors concerning
the tax consequences of owning Shares, in light of their
particular situation.
32
Neither the Company nor any other person guarantees or

promises the return of capital or the amount of any returns
in relation to the Offer.
What are my risks?

The principal risk for investors is that of being unable to
recoup their original investment. This could happen for a
number of reasons, including in the event that:
The price at which investors are able to sell their

Shares is less than the price they have paid due to
market volatility or for other reasons;
They are unable to sell their Shares or Options at all; or
The Company is placed in receivership or liquidation.
Investors could receive none or less than the returns

mentioned above if the Company becomes insolvent
for any reason.
If the Companys operational and financial performance is
worse than investors expect, the future market price of the
Shares may be less than the price paid for them and returns
on the Shares may be less than anticipated. Some of the
principal factors which may affect the Companys share
price performance are detailed in this section of this
Offer Document under Company Specific and General
Risk categories.
There are a number of factors which may have a
significant impact on the future performance of Kingfish.
This Offer Document does not take account of the
personal circumstances, financial position or investment
requirements of any one person in particular. It is therefore
imperative that before making any investment decisions,
investors give consideration to the suitability of Kingfish
in light of their investment needs, objectives and
financial circumstances.
Prior to the Offer, there has been no public market for the
Shares. There can be no assurance that an active trading
market will develop for the Shares or Options or that
the Shares or Options will trade in the public market
subsequent to the Offer at or above the initial Offer price.
Prospective purchasers of Shares should consider carefully
the following risk factors, in addition to the other information
in this Offer Document, before purchasing Shares.
a guide as to future performance. Similarly, the past

performance of companies in which the Company
invests is not necessarily a guide as to the future
performance of these companies.
There is no guarantee that the Company will achieve

its investment objectives. While these establish the
targets for the fund they should not be interpreted
as an assurance or guarantee.
Given the Managers investment philosophy and

process, the returns of the Company may differ
significantly from NZX share market indices.
The Manager may have competing investment

mandates. In such circumstances, the Manager will
generally invest on a proportionate basis based on
respective fund size and mandate restrictions.
See Allocation of Opportunities Between Funds
Administered by the Manager on page 25.
Taxation
Performance of Underlying Investments
Performance of the Manager
The success and profitability of the Company will in

part depend on the ability of the Manager to invest in
well managed companies which have the ability to
increase in value over time.
The Company is new and has no operating history.

Past performance of the Manager is not necessarily
The returns to investors in the Company will be

influenced by the performance of the underlying
investments and hence the factors influencing the
financial performance of those entities.
Smaller Companies and Unquoted Companies
The Manager will be making investments in smaller

companies and unquoted companies in line with the
prescribed investment mandate. Investments in smaller
companies and unquoted companies may be relatively
difficult to realise should investment fundamentals alter.
The value of an investment can be adversely affected if
the Manager is not able to readily exit investments.
Dependence on Key Personnel
The success of the Manager depends to a significant

extent upon the continued employment and
performance of a number of key personnel. The loss
of the services of one or more of these key personnel
or the Manager could have a materially adverse effect
on the performance of the Company.
Borrowing and Interest Rate Risk
Company-Specific Risks
The Company has obtained tax advice that sales of

investments by Kingfish Holdings should not attract
tax. The law in this area is highly fact-specific and so
this conclusion cannot be expressed with certainty.
Investors should refer to the Chapman Tripp Tax
Opinion set out on page 26.
Prospective investors should be aware that, whilst

the use of borrowings should enhance the Net Asset
Value of Kingfish Shares where the value of the
Companys underlying asset is rising, it will have the
opposite effect where the underlying asset value is
falling. The extent to which the Manager may borrow
on behalf of Kingfish Group as at the date of the
combined Prospectus and Investment Statement is
detailed on page 24.
Increases in interest rates will increase the borrowing

costs incurred by Kingfish. The Companys value, and
the value of companies in which the Company invests,
will be sensitive to interest rate movements.
33
This list is not exhaustive and potential investors should

read this Prospectus and Investment Statement in full and,
if they require further information on material risks, seek
professional advice.
Ability to Invest
Kingfish is seeking to develop a diversified Portfolio

across a range of companies. A number of factors
will influence Kingfishs ability to achieve its desired
portfolio composition, including market conditions,
availability of stock and regulatory restrictions such as
those contained in the target companies constitutions
or the Takeovers Code.
General Risk Factors
There are risks associated with any investment in share

markets. Investors should be aware that the value of
Kingfish Shares or Options may go down as well as up.
The market value of the Shares, being the price at

which the Shares are traded on the NZSX, may vary
from their underlying Net Asset Value.
The market price of the Shares or Options following the

Offer may be volatile. Factors such as competition,
regulatory changes, operating surplus and cash flow,
factors affecting local and international markets, general
trends in interest rates and currencies, New Zealand and
international equity markets and the New Zealand
economy, as well as other factors, could cause the
market price of the Shares or Options to fluctuate. Such
fluctuations may have a material adverse effect on the
market price of the Shares or Options. As a result, no
guarantee can be given in respect of the future earnings
of the Company or the earnings and capital appreciation
of the Companys investments. The Manager and the
Directors can give no guarantee as to the Companys
future performance.
Variations in taxation laws and other legislation could

materially affect the operating results of the Company
and impact shareholder returns.
Future sales of substantial numbers of Shares or

Options in the market following the Offer could
adversely affect market prices prevailing from
time to time.
Consequences of Insolvency
Shareholders will not be obliged to pay any additional
money (in excess of the Offer Price, payable to the
Company upon subscription for the Shares) to any
person in the event of insolvency of the Company.
All claims of creditors or other parties against the
Company rank ahead of the claim of shareholders
in the event of any liquidation or winding up of the
Company. All Shareholders rank equally upon a winding
up or liquidation of the Company, in each case for an
equal share per Share of any surplus assets of the
Company, after payment or discharge of all other
claims. No other persons currently rank equally with,
or behind, such claims.
Investors are strongly advised to regard any investment in

the Company as a long term proposition and to be aware
that, as with any equity investment, substantial fluctuations
in the value of their investment may occur.
Can the investment be altered?

The full terms of the Offer are set out in this Offer
Document. Those terms cannot be altered without investor
consent after an application has been accepted. These
terms are described under the headings What sort of
investment is this? and How much do I pay? in this
section of the Offer Document.
The rights attaching to Shares are governed by the
Companys constitution. That constitution may only be
altered by a special resolution of Shareholders, subject to
the rights of interest groups under the Companies Act
1993, or in certain circumstances by Court Order. Section
117 of the Companies Act 1993 restricts a company from
taking any action which affects the rights attached to the
Shares unless that action has been approved by a special
resolution of Shareholders whose rights are affected by the
action. Under certain circumstances a Shareholder whose
rights are affected by a special resolution may require the
Company to purchase its Shares.
How do I cash in my investment?

Shares and Options
Shares and Options are tradable subject only to compliance
with the Companys constitution, the Takeovers Code,
applicable securities laws and regulations, the NZX Listing
Rules, the Overseas Investment Regulations and the
continuation of an active trading market. In the Companys
opinion there will be an established market for the Shares
and Options. No charges are payable to the Company in
respect of any sale of Shares and Options although
brokerage may be payable.
Listing
Application has been made to NZX for permission to list the
Shares under the symbol KFL and the Options under
KFLWA. All requirements of NZX relating thereto that can
be complied with on or before the date of this Offer
Document have been duly complied with. However, NZX
does not accept any responsibility for any statement in this
Offer Document. Initial quotation of the Shares and Options
on the NZSX is expected to occur on 31 March 2004.
34
Shareholder numbers
The existing shareholder numbers of investors who
currently hold New Zealand shares, will apply to the
Shares. Investors who do not currently have a
Computershare Investor Services Limited shareholder
number or a Common Shareholder Number will receive
a shareholder number and a FIN number by mail within
5 business days of the allotment of Shares.
Who do I contact with enquiries about

my investment?
Enquiries in relation to Shares or Options may be made to:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland
Private Bag 92119
Auckland 1020
Telephone: (09) 488 8777
Facsimile: (09) 488 8787
Is there anyone to whom I can complain

if I have problems with the investment?
Complaints about Shares or Options can be made to:
Takapuna
Auckland
Private Bag 92119
Auckland 1020
Telephone: (09) 488 8777
Facsimile: (09) 488 8787
Devonport
Auckland
Telephone: (09) 445 3377
Facsimile: (09) 445 3375
There is no ombudsman to whom complaints about the
Shares can be made.
What other information can I obtain

about this investment?
Offer Document
Other information about the Shares or Options and the
Company is contained or referred to in the other sections
This Offer Document and other documents of, or relating to,
the Company (including the Companys constitution and the
material contracts referred to in this Offer Document) may be
inspected without fee during normal business hours at the
Companys registered office at 2 King Edward Parade,
Devonport, Auckland and are filed on a public register which
may be inspected on the Companies Office website at
www.companies.govt.nz. Where relevant documents are not
available on the website, a request for the documents can be
made by contacting Searchlink at info@searchlink.co.nz.
A copy of these documents will also be available for
inspection at the offices of Chapman Tripp, at the address
set out in the Directory.
Other Information
Shareholders will each year receive an annual report for
the Company which will include the Companys then most
recently compiled audited financial statements, in
accordance with the requirements of the Companies Act
1993. In addition, Shareholders will each year receive an
interim report, accompanied by unaudited, updated financial
information of the Kingfish Group in accordance with NZX
listing requirements. The materials specified by regulation
23A of the Regulations are available upon request from the
Company, on payment of the prescribed fee (20 cents per
page). Kingfish will announce any material information that
may occur on the NZX website at www.nzx.com, including
the Companys quarterly reports.
Additional Information and Statutory Information
Additional Information
Exemptions and Waivers
Exemptions from the Act and Regulations:
Kingfish Limited and every person acting on their behalf are
exempted from sub-clause 10(1)(c) of the First Schedule to the
Regulations (under the Securities Act (Kingfish Limited) Exemption
Notice 2004) and therefore is not required to provide a
Prospective Statement of Cash Flows.
Waivers from the Listing Rules:
The Company has obtained a waiver from NZX from Listing Rule
3.1.1 and 7.3.1(a) to allow the constitution of the Company to
permit the Board to issue Shares of Kingfish to the Manager as
part of the Performance Fee remuneration.
Changes to shareholding of Fisher Funds:

Fisher Funds intends to issue shares in Fisher Funds Management
Limited to Warren Couillault (Chief Investment Officer) and Glenn
Ashwell (General Manager) before 30 June 2004.
Statutory Information
The following includes, but is not limited to, particulars given
pursuant to the First Schedule of the Securities Regulations 1983.
1. Main Terms of the Offer

Issuer
The Issuer of the Shares is Kingfish Limited, which has
its registered office at 2 King Edward Parade, Devonport,
Auckland.
Description of Securities Offered
The securities being offered are ordinary shares and
options in the Company. A more full description of the Shares
and Options being offered is set out in the section under
Details of the Offer on page 9 of this Offer Document.
Maximum Number
The maximum number of Shares being offered is 75 million
with a nominal value of $75 million including the over
allotment option.
Price or Other Consideration
The price of the Shares being offered under the Offer is $1.00
per Share. The Share price is payable in full on application.
The exercise price of the Options being offered under the
Offer is $1.00 per Option and is exercisable on any of
31 March 2006, 31 March 2007 and 31 March 2008. Holders
can exercise some or all of their Options on any of these
dates subject to a minimum exercise of 500 Options.
2. Name and Address of the Offeror

As the Shares are not previously allotted, the disclosure
requirements in Clause 2 of the First Schedule of the
Regulations are not applicable.
3. Details of Incorporation of Issuer

Date and Number
The Company was incorporated in New Zealand on 30 January
2004 under the Companies Act 1993. The Companys
registered number is 1477590.
Place File Kept
The public file in respect of the Company can be accessed on
the Companies Office website at www.companies.govt.nz.
Where relevant documents are not available on the website,
a request for the documents can be made by contacting
Searchlink at info@searchlink.co.nz. Charges are payable.
35
4. Principal Subsidiaries of Issuer

The principal subsidiaries of the Company are Kingfish
Holdings Limited (Company number 1477834) and Kingfish
Nursery Limited (Company number 1477835). Both
subsidiaries are 100 percent owned by Kingfish.
5. Directorate and Advisors

Details
The names of the Directors and their technical or professional
qualifications (if any) are set out under Board of Directors on
page 14 of this Offer Document. The Directors may be
contacted at the Companys Registered Office which is set
out in the Directory.
Executive Directors
There are no Directors of the Company who are also
employees of the Company or any of its subsidiaries.
No Bankruptcy
No Director of the Company has been adjudged
bankrupt during the five years preceding the date of this
Offer Document.
Advisers
The name and addresses of the Joint Lead Managers and
the Organising Brokers, the auditor, the share registrar, and
the solicitors who have been involved in the preparation of
this Offer Document are set out in the Directory on the
inside back cover of this Offer Document.
Experts
Chapman Tripp Sheffield Young, Level 35, 23-29 Albert Street,
Auckland (Chapman Tripp) have given their consent and
have not withdrawn their consent before delivery of this
Prospectus and Investment Statement for registration under
Section 41 of the Securities Act 1978 to the distribution of
this Prospectus and Investment Statement with the inclusion
of the data on page 26 attributed to them in the form and
context in which it is included. Chapman Tripp is not a
director, officer or employee of the Company but is currently,
and has been appointed by the Company to continue to be, a
professional advisor to the Company.
Subject to the paragraph above, none of the persons named in
the Directory, other than the Directors of the Company, have
authorised or caused the issue of this Offer Document, and
none of them, other than the Directors of the Company, take
any responsibility for any part of the Offer Document.
5A.Restrictions on Directors Powers

The Companys constitution provides that the Directors may not:
Issue or acquire any of its equity securities except in
accordance with the provisions of the constitution;
(If at any time there is more than one class of issued
shares) take any action which alters or adversely affects the
rights or privileges of any interest group (being a group of
shareholders with similar or identical rights), without the
sanction of a special resolution of that interest group;
Vote on any matter in which he or she is interested unless
required by the Companies Act 1993 to sign a certificate in
respect of the matter;
Cause the Company to enter into any transactions or series
of linked or related transactions to acquire, sell, lease,
exchange or otherwise dispose of (otherwise than by way
of charge) assets of the Company, which would change the
essential nature of the business of the Company, or in
respect of which the gross value is in excess of 50% of the
lesser of the Shareholders funds or the average market
capitalisation of the Company, without the prior approval
of a resolution of Shareholders; and
36
Additional Information and Statutory Information Continued
Cause the Company to enter into certain transactions

with related parties without the prior approval of a
resolution of Shareholders.
The Companies Act 1993 contains a number of other
provisions which could have the effect or consequence, in
certain circumstances, of restricting the powers of Directors.
For example, the Directors must not allow the Company to
enter into any major transactions (as that term is defined in
the Companies Act 1993) without the prior approval of a
special resolution of Shareholders. These provisions are
common to any company registered under the Companie
Act 1993.
The Company has applied for listing on the NZSX. Further
restrictions will be imposed on the Directors by the NZX
Listing Rules, for example and as mentioned above in relation
to related party transactions. Such restrictions are common to
any NZSX listed company.
6. Substantial Equity Security Holders of the Issuer

As at the date of this Offer Document, the shareholder of
Kingfish is Fisher Funds Management Limited which owns
100 shares. The shareholder does not undertake any liability in
respect of, or guarantee, the shares offered pursuant to this
Offer Document. Immediately after the Offer, the Company
intends to buy back and cancel these 100 Shares.
7. Description of Activities of the Issuing Group

Activities
The intended activities of the Kingfish Group are set out in the
section Kingfish Limited on pages 12 to 13 of this
Offer Document.
Nature and Use of Principal Fixed Assets
Neither Kingfish, Kingfish Holdings nor Kingfish Nursery have
traded since incorporation and each company has no
fixed assets.
8. Summary of Financial Statements

Neither Kingfish nor any of its subsidiaries have commenced
business. Apart from costs incurred in incorporation and those
relating to this Offer Document, neither Kingfish nor its
subsidiaries have acquired any assets or incurred any debts.
Therefore, no historical financial statements have been prepared.
9. Prospects and Forecasts

Trading Prospects and Material Information
A statement as to the trading prospects of Kingfish together with
any material information that may be relevant to those prospects
are described generally under the heading Investment
Philosophy on pages 12 to 13 of this Offer Document. Special
trade factors which could materially affect the Companys
prospects are set out in the What are my Risks? on page 32
of this Offer Document. The Company is exempt from providing
a prospective statement of cash flows as set out under the
Provisions Relating to Initial Flotations below.
10. Provisions Relating to Initial Flotations

Directors Plans
The Directors plans in respect of Kingfish during the year
commencing on the date of this Offer Document are to invest
funds raised pursuant to this offering as described on pages
12 to 13 of this Offer Document.
Use of Proceeds
The proceeds of the Offer may only be invested in accordance
with Kingfishs Investment Philosophy as set out on page 12
Prospective Statement of Cash Flows

Under the Securities Act (Kingfish Limited) Exemption Notice
2004, the Company and every person acting on its behalf is
exempted (subject to certain conditions) from clause 10(1)(c)
of the First Schedule of the Regulations.The Company has
not provided a Prospective Statement of Cash Flows because
Kingfish is newly incorporated and has not yet decided which
other companies it will invest in or the timing of such
investments. Further, the income of Kingfish relies on the
companies that it has invested in declaring dividends which
is difficult for the Company to predict at this initial time.
In addition, a Prospective Statement of Cash Flows would not
be particularly relevant to potential investors because the
dividend income is unpredictable and therefore the prediction
may bear no resemblance to the actual cash flow. The
Company advises investors that investors should regard
investment in Kingfish as high risk.
Assumptions
As there are no financial statements attached, there are no
relevant principal assumptions.
Minimum amount required to be raised
For the purposes of section 37(2) of the Act, the minimum
amount that, in the opinion of the Directors, must be raised by
the issue of the Shares offered pursuant to this Offer
Document to provide for the matters specified in clause 10(4)
of the First Schedule to the Regulations is NZ$30 million.
11. Acquisition of Business or Subsidiary

The Company has not in the five years preceding the date of
this Offer Document acquired any business or subsidiary. The
Company has established Kingfish Holdings and Kingfish
Nursery but neither company has commenced business, and
neither company has any assets or liabilities.
12. Securities paid up otherwise than in cash

The existing 100 Shares in each of respectively Kingfish and
its two subsidiaries were issued upon incorporation for no
consideration. None of these companies has otherwise
allotted any securities otherwise than in cash.
13. Options to Subscribe for Securities of Issuing Group

Kingfish will offer one Option with every Share allocated. Each
Option entitles the holder to subscribe for and be allotted one
ordinary Share in the capital of the Company, credited as fully
paid, at an exercise price of $1.00. Up to 75 million Options
will be issued.
An Option is exercisable by the holder lodging with
Computershare the notice of exercise of Option in writing
together with payment of $1.00 for each new Share taken up.
Options may be exercised in whole or part on any of 31 March
2006, 31 March 2007 and 31 March 2008 subject to a
minimum exercise of 500 Options. Any Options not exercised
by 31 March 2008 will expire.
The Company will allot Shares on the exercise of Options in
accordance with the Listing Rules.
Shares issued on the exercise of Options will participate in
dividends declared after the date of the exercise and will
otherwise rank pari passu with the Shares in the capital of the
Company on issue at the date of exercise of the Options.
If before the exercise or lapse of Options the Company makes
a pro-rata bonus issue of ordinary shares or other securities to
existing shareholders, (other than an issue in lieu of dividends
or an issue from operating profits) shares or securities will be
reserved for issue to option holders on the date the option
holder exercises the Option. Bonus securities will be reserved

on the basis that each Option held on the relevant date of
entitlement was one share in the Company. In the event that
an option holder does not exercise an Option held, then the
option holders right to the bonus shares and securities
will lapse.
If before the exercise or lapse of Options a pro-rata cash issue
of shares or other securities is made to existing shareholders,
the Company will make a corresponding offer to option
holders on the basis that each Option held on the relevant
date of entitlement was one share in the Company.
In the event of any reconstruction (including merger,
amalgamation, consolidation, sub-division, reduction or return
other than Cash or Bonus Issues mentioned above) of the
issued capital of the Company, the number of Options and the
exercise price of Options will be reconstructed in the same
proportion as the issued capital of the Company is
recalculated accordingly and in a manner which will not result
in any additional benefits being conferred on option holders
which are not conferred on shareholders (and subject to the
same provisions with respect to rounding of entitlements as
sanctioned by the meeting of shareholders approving the
reconstruction of capital) but in all other respects the terms
for the exercise of Options will remain unchanged.
Notices may be given by the Company to the option holder in
the manner prescribed by the Constitution of the Company for
the giving of notices to members of the Company and the
relevant provisions of the Constitution of the Company
relating to notices apply with all necessary modification to
option holders.
Option holders will be sent all reports and accounts required
to be laid before members in general meeting and all notices
of general meetings of shareholders. Option holders will have
the right to attend but not vote at such meetings.
Options may be transferred at any time before expiry.
Options are transferable on any common form of transfer.
Directors have the same powers in respect of registration of
transfers of Options as they have in respect of Shares.
14. Appointment and Retirement of Directors

Existing Appointments
No current Director of the Company has been appointed to
the Board in a manner that is materially different from that
specified in sections 153 and 155 of the Companies Act 1993.
Retirement Age
There is no retirement age for the Companys Directors.
Right to Appoint Additional Directors
The Board has the right to appoint an additional Director who
may hold office only until the next following annual meeting
of Shareholders, and may then be re-elected by ordinary
resolution of the Shareholders.
Alternate Directors
Each Director has power to appoint an alternate Director, who
may be any person not disqualified by the Companies Act 1993
and who is approved by the majority of the other Directors.
Unless otherwise provided by the terms of his or her
appointment, an alternate Director shall have all the powers,
rights, duties and privileges of a Director (other than the right to
act as managing director or appoint an alternate Director).
15. Directors Interests

Remuneration other than Directors Fees
None of the Directors of the Company are entitled to any
other remuneration from the Company, other than by way of
directors fees and reasonable travelling, accommodation and
other expenses.
Other Remuneration
In addition to the payment of Directors fees (which in
aggregate will amount to a maximum of $100,000 per annum),
the Companys constitution provides that Directors are entitled
to be paid reasonable travelling, accommodation and other
expenses incurred in the course of performing duties or
exercising powers as Directors.
The Company has granted its Directors an indemnity to the
maximum extent permitted by the Companies Act 1993 and
its constitution, as further described under Material
Contracts on page 37 of this Statutory Information section.
Material Transactions
Carmel Fisher, a director of Kingfish, directly and indirectly
owns greater than 50% of Fisher Funds. Hugh Fisher also
indirectly owns greater than 50% of Fisher Funds. As such,
Carmel Fisher and Hugh Fisher will be entitled to share in the
remuneration received by the Manager from the Company
pursuant to the Management Agreement (as set out on page
24 of the Offer Document).
16. Promoters Interests

The Promoters (as defined by the Act and the Regulations)
of the Offer are Fisher Funds and its directors (except Carmel
Fisher who is also a director of Kingfish). The directors of
Fisher Funds who are deemed promoters are: Brian Phillip
Najib Corban, Hugh Gladstone Fisher and Murray John Wells.
Fisher Funds will manage and invest the Companys funds
on the Companys behalf pursuant to the Management
Agreement. Details of the Management Agreement appear
on pages 22 to 25.
17. Material Contracts

The Company has entered into the following material
contracts (not being contracts entered into in the ordinary
course of business) in the 2 years preceding the date of this
Offer Document:
Kingfish has entered into a Management Agreement
with Fisher Funds dated 26 February 2004. Details of the
agreement are set out on pages 22 to 25;
The Company has entered into a Directors deed of
indemnity with each of the Directors of the Company, each
deed is dated 26 February 2004 for the benefit of Directors,
of the Company to the maximum extent permitted by the
Companies Act 1993 and the Companys constitution; and
The Company has entered into an underwriting agreement
with ASB Bank Limited, First NZ Capital Securities and
Fisher Funds Management Limited dated 26 February 2004.
This agreement includes terms and conditions normally
contained in underwriting agreements, including warranties
as to the correctness of the information contained in the
Prospectus and Investment Statement.
18. Pending Proceedings

There are no legal proceedings or arbitrations that are pending
or current at the date of registration of this Offer Document
that may have a material adverse effect on Kingfish or
its subsidiaries.
37
38
19. Preliminary and Issue Expenses

Issue expenses associated with the Offer comprising
accounting and audit fees, legal fees, listing fees, registry
expenses, advertising, printing and distribution of the
Offer Document, and brokerage fees, are estimated to
be $1,885,000.
The Company will pay NZX Firms, including the Joint Lead
Managers, a brokerage fee, of 1.25% of the price in respect
of Shares allotted to valid applications submitted
by retail investors bearing their stamp and to Joint Lead
Managers a fee of 0.75% of the price in respect of
Shares allotted to valid applications submitted by
institutional investors.
An additional brokerage fee of 0.50% will be payable to
NZX Firms in respect of Shares allocated to valid applications
submitted under firm allocations bearing their stamp, provided
that the minimum subscription amount has been achieved.
An underwriting fee of 1.25% of the 30 million Shares
underwritten is payable to the Underwriters, which
comprises $375,000.
The Company will meet all of these expenses.
40. Other Material Matters

Other than the matters set out elsewhere in this Offer
Document and contracts entered into in the ordinary course of
business of the Company, there are no other material matters
relating to the Offer of Shares and Options.
41. Directors Statement

Kingfish is a newly incorporated company and therefore has
not yet completed an initial accounting period and, as such,
the Directors cannot give an opinion on any circumstances
affecting the Company since the completion of that period.
42. Auditors Report

Kingfish has received an exemption from sub-clause 10(1)(c)
of the First Schedule to the Securities Act Regulations 1983
therefore the auditors statements are not applicable.
This Offer Document has been signed by, or on behalf of, each
Director of the Issuer and the Promoter:
Directors of Kingfish Limited:
20. Restrictions on Issuing Group

There are no restrictions on the Company from making a
distribution, or borrowing, being restrictions that result from
any undertaking given, or contract or deed entered into,
by Kingfish or any of its subsidiaries.
Robert Lanham Challinor
Carmel Miringa Fisher
21. Other Terms of Offer and Securities

All the terms of the Offer, and all the terms of the Shares
being offered, are set out in this Offer Document, except for
those implied by law or set out in a document that:
Ian Robert Hendry
Has been registered with a public official;

Is available for public inspection; and
Annabel Mary Cotton
Is referred to in this Offer Document.
22 38. Financial Statements

Neither Kingfish nor any of its subsidiaries have commenced
business. Apart from costs incurred in incorporation and those
relating to this Offer Document, neither Kingfish nor its
subsidiaries have acquired any assets or incurred any debts.
Therefore, no historical financial statements have been prepared.
Promoters
Fisher Funds Management Limited by:
Director
39. Places of Inspection of Documents

During the currency of this Offer Document, copies of the
constitution of the Company and the material contracts
referred to under paragraph 17 of this Statutory Information
section of the Offer Document may be inspected without
fee at the registered office of the Company, 2 King Edward
Parade, Devonport, Auckland during normal business hours
of 9.00am to 5.00pm on a working day (as defined in the
Companies Act 1993). The documents can also be viewed on the
Companies Office website at www.companies.govt.nz. When
relevant documents are not available on the website, a request
for the documents can be made by contacting Searchlink at
info@searchlink.co.nz. Copies of the constitution and the material
contracts will also be available for inspection at the offices of
Chapman Tripp, at the address set out in the Directory.
Director
Brian Phillip Najib Corban
Hugh Gladstone Fisher
Murray John Wells
Glossary
Act:
Benchmark:
Board:
Closing Date:
Company:
Computershare:
CSFB 90 Day Bank Bill Index:
Custodian:
Director/s:
Fisher Funds:
General Offer:
Gross Asset Value:
Gross Return:
Issuer:
Joint Lead Managers:
Kingfish:
Kingfish Group:
Kingfish Holdings:
Kingfish Nursery:
Listing Rules:
Management Agreement:
Manager:
Market Participant:
Net Asset Value or NAV:
Net Proceeds:
NZ$/NZ Dollar/$:
NZAX:
NZSX:
NZSX 40 Index:
NZSX SCI Index:
NZX:
NZX Firms:
Offer:
Offer Document:
Opening Date:
Options:
Organising Brokers:
Portfolio:
Priority Offer:
Promoter:
Public Offer:
Regulations:
Shareholders:
Shares:
small companies:
Takeovers Code:
Underwriters:
VWAP:
39
The Securities Act 1978

Means the rate (expressed as a percentage per annum) equal to the aggregate of (i) the change in the CSFB 90
Day Bank Bill Index in relation to the previous level of that index (expressed as a percentage) plus (ii) 7%
The board of Kingfish Limited
26 March 2004, subject in each case to amendment by the Company, as set out in the Offer Timetable
on page 1
Kingfish Limited
Computershare Investor Services Limited, the Share Registrar
Means the index found on Bloomberg under the caption "CSFRNZ90D Index", and in the event that the index
ceases to be available, such other equivalent index as the parties to the Management Agreement (each acting
reasonably) agree
Means the person or persons appointed by the Company to act as custodian of the Kingfish Groups security
Portfolio, being initially Tower Trust Limited
A director or a number of directors of Kingfish Limited
The General Offer comprises up to 67 million Shares inclusive of oversubscriptions plus any Shares in the
Priority Offer that are not taken up by existing clients of Fisher Funds or otherwise allocated by Directors at
their discretion
Means the aggregate market value of the Portfolio calculated by the Custodian (as defined in the Management
Agreement) (other than in relation to unlisted Portfolio Entities, the value of which shall be an amount equal to
cost, or if the Board so elects shall be determined by an independent expert (being a person or entity
previously approved by NZX pursuant to Listing Rule 1.2) to be agreed between the parties)
The change in the Gross Asset Value of the Portfolio during a period after deducting all expenses of the
Company incurred in respect of that period (excluding in certain circumstances the management fee (as further
set out in the Management Agreement) and in all circumstances excluding the performance fee, if any,
incurred in the relevant period) and adjusting for dividends and other distributions (calculated on a gross or
inclusive of imputation credits basis) paid by the Company to the shareholders in the relevant period and also
adjusting for the net proceeds of any issue by the Company of equity during the period, all as calculated
by the Custodian
Kingfish Limited
ASB Bank Limited and First NZ Capital
Kingfish Limited
Kingfish Limited, Kingfish Holdings Limited and Kingfish Nursery Limited
Kingfish Holdings Limited
Kingfish Nursery Limited
The listing rules of NZX
The Management Agreement entered into with Fisher Funds Management Limited on 26 February 2004 which
relates to the management of the Kingfish investments
Means a participant in the markets provided by NZX who has been accredited and approved by NZX
as an NZX Firm
Means the net dollar amount equal to the Gross Asset Value less all liabilities each as calculated by the
Custodian (as defined in the Management Agreement)
Means the total proceeds received from the Offer less all issue expenses relating directly to the Offer
The legal currency of New Zealand
The alternative exchange of NZX
The main equities market of NZX
Comprises other securities of the top 40 companies listed on the NZSX Market by free float market
capitalisation
An index of all domestic New Zealand Stock Exchange equity securities excluding those listed on the
NZSX 50 Index
New Zealand Exchange Limited
A Market Participant who has been accredited and approved by NZX as an NZX Firm for the purpose of
providing client advice, facilitating trades in the markets provided by NZX as principal or on behalf of clients
and may include being a Market Make in any of the markets provided by NZX
The offer of Shares pursuant to this Offer Document
This combined Prospectus and Investment Statement
1 March 2004
The options of Kingfish Limited to be allocated pursuant to this Offer Document
ASB Securities Limited and First NZ Capital Securities
Means the property of the Company, or any of its wholly owned subsidiaries, which is from time to time under
the management of the Manager pursuant to the Management Agreement
The offer of up to 8 million Shares to existing clients of Fisher Funds
The Offer insofar as it relates to members of the public in New Zealand participating other than in the
Conversion Offer
The Securities Regulations 1983
Holders, from time to time, of Shares in Kingfish Limited
The ordinary shares of Kingfish Limited on offer pursuant to this Offer Document
Companies with a market capitalisation of less than $450 million (if being purchased by Kingfish, at the
time of initial acquisition)
The Takeovers Code Approval Order 2000 (SR 2000/210)
ASB Bank Limited and First NZ Capital Securities
Volume weighted average price
40
You should read this Offer Document carefully before completing the
Application form.
e)
If you currently have a Computershare Investor Services shareholder

number or a Common Shareholder Number (CSN), please enter it.
If you have been allocated a shareholding number by
Computershare or have been allocated a CSN, please provide it.
If you do not have a CSN or a shareholder number from
Computershare you will be sent this as well as a Faster
Identification Number (FIN) under separate mail from
Computershare within five business days of the allocation of the
Shares under the Offer.
f)
Please enter your IRD NUMBER. The Company is required by law to

hold it. For joint applicants, please fill in the IRD number of the first
named applicant. Note that your application may be rejected if your
IRD number is not entered. Indicate by ticking the appropriate box
whether or not you hold a Resident Withholding Tax Exemption
certificate. If you hold a certificate, the Company will not be obliged
to deduct Resident Withholding Tax on dividends, if it has seen the
relevant certificate.
g)
Insert the DOLLAR AMOUNT OF SHARES (at the price of $1.00 per
Share) you wish to apply for pursuant to the Offer. The minimum
application amount under the Offer is $2,000, and in multiples of
$500 thereafter.
h)
If you wish to participate in the dividend reinvestment plan, please

tick the appropriate box in the dividend payment section. If you wish
any dividends to be credited directly to an account with your bank,
ensure that the appropriate details are entered.
i)
Read the declaration carefully and SIGN the application form. It

must be signed by applicants personally. Companies or other bodies
corporate must sign in the same way as they would sign a formal
deed or other formal legal document. Applications may, in either
case, be executed by an attorney. If your application form is signed
by an attorney, the power of attorney document is not required to
be lodged, but the attorney must complete the certificate at the
bottom of the application form. Joint applicants must all sign the
application form.
General
Applications for Shares under the Offer must be made on the application
form contained in this Offer Document relating to the Offer and must be
made in accordance with the terms set out below.
Applications under both the Priority Offer and the General Offer must be
accompanied by payment in full for the Shares applied for at a price of
$1 per Share. Cheques should be made payable to "Kingfish Share Offer".
Cheques must not be post-dated.
The minimum application amount under the Offer is $2,000, and in multiples
of $500 thereafter.
Applications for Shares may be lodged from the Opening Date of the
Offer on 1 March 2004. The Priority Offer will remain open until 5.00 pm on
Friday 19 March 2004 or such other date as the Company may determine.
The General Offer will remain open until 3.00 pm on Friday 26 March 2004
or such other date as the Company may determine.
An application will constitute an irrevocable offer by the applicant to acquire
the dollar amount of Shares specified on the application form (or such lesser
number which the Company may determine) on the terms and conditions
set out in this Offer Document and on the application form.
Application amounts will be banked upon receipt into a trust account. Other
than where otherwise required by law, interest earned on the account will
be paid to the Company. If application money is paid by a cheque which
does not clear, such application may be rejected or an allocation made in
respect of that application may be cancelled. Prior to allotment of Shares,
applicants should ensure clearance will occur.
Money received in respect of applications which are declined in whole or in
part will be refunded in whole or in part (as the case may be). Refunds will
be posted within five business days after allotment of Shares to successful
applicants. Interest will not be paid on any application money refunded
to applicants.
None of the Company, the Joint Lead Managers nor any of their respective
officers, employees or advisers accepts any liability nor responsibility should
any person attempt to sell or otherwise deal with Shares before the
statement showing the number of Shares allocated to the applicant is
received by the applicant for those Shares.
If your application form is not completed correctly or if the accompanying
payment is for the wrong amount, it may still be treated as valid. The
Companys decision as to whether to treat your application as valid, and
how to construe, amend or complete it, shall be final. Applicants will not,
however, be treated as having applied to purchase more Shares than the
number indicated on the application form, or more Shares than those for
which payment has been made.
The Company reserves the right to refuse any application in whole or in part,
without giving any reason.
The Application Form

Please complete all relevant sections of the application form using
CAPITAL BLOCK LETTERS.
1. Insert your details

a)
b)
Enter your FULL NAME. Up to two applicants may apply jointly. You
should refer to the table on the back of the application form under
the headingCorrect Form of Registrable Names for the correct
form of name that can be registered. Applications using the wrong
form of name may be rejected for that reason.
Enter your POSTAL ADDRESS for all correspondence. All
communications to you from the Company (statements of
shareholding, dividend cheques, periodic reports, correspondence
etc) will be mailed to the person(s) at the address as shown. For
joint applicants, only one address is to be entered.
c)
Please let us know your TELEPHONE NUMBER(S) and contact

name in case we need to contact you in relation to your application.
d)
If you are an existing Fisher Funds Management Limited client and

would like your application to be considered under the Priority
Offer, please check the box and enter your current Fisher Funds
Management Limited Unit Holder Number. Please note that
applications under the Priority Offer are due by 5.00pm,
19 March 2004.
2. Payment
Payment must accompany each application form under both the Priority
Offer and the General Offer. Payment must be made by a cheque drawn on
a New Zealand bank, for New Zealand dollars, for value immediately. Postdated cheques will not be accepted. Please ensure that the total of the
cheque equals the amount payable. Make the cheque payable to Kingfish
Share Offer and cross it Not Transferable.
Sufficient cleared funds should be held in your account as cheques returned
unpaid are likely to result in your application being rejected or your allotment
being cancelled. Staple your cheque to the application form. Institutional
investors must pay in immediately cleared funds.
3. Closing Date
Applications under the Priority Offer must be received by no later than
5.00pm New Zealand time on 19 March 2004 unless this date is varied by
the Company.
Applications under the General Offer must be received by no later than
3.00pm New Zealand time on 26 March 2004 unless this date is varied by
the Company.
4. Delivery
Applications cannot be revoked or withdrawn. Application forms must be
mailed or delivered with payment to arrive before 5.00pm New Zealand time
on 19 March 2004 (to be considered under the Priority Offer) and before
3.00pm New Zealand time on 26 March 2004 to be considered
under the General Offer:
Kingfish Limited Share Offer c/- Computershare Investor Services Limited.
You may lodge your application with any NZX Firm, the Organising Brokers,
First NZ Capital Securities or ASB Securities Limited (at the addresses
specified in the Directory located in the inside back cover of this Offer
Document or with any other channel approved by the NZX but must deliver
it in time to enable the application form to be forwarded to Computershare
Investor Services Limited before the relevant closing time. The Directory on
the inside back cover of this Offer Document contains the addresses of the
Organising Brokers and Computershare Investor Services Limited.
Please lodge your application form AS SOON AS POSSIBLE.
Application Form
Brokers Stamp
This Application Form constitutes an offer to purchase the Shares and be allocated the Options as described
herein. The full amount of the purchase price for the Shares is due upon application. The closing date for the
General Offer is 3.00pm, 26 March 2004.
Please note that there is a reserved pool for existing clients of Fisher Funds Management Limited (Priority
Pool). If you wish to apply for Shares in the Priority Pool please provide your Unit Holder Number in the Investor
Details section. Please note that the closing date for applications in the Priority Pool is 5.00 pm, 19 March 2004.
Brokers Code
FOR INSTRUCTIONS ON HOW TO COMPLETE AND DELIVER THIS FORM SEE THE ACCOMPANYING
APPLICATION INSTRUCTIONS
INVESTOR DETAILS (Block letters please)

Title:
First Name(s):
Surname:
Title:
First Name(s):
Surname:
Corporate Name:
Number and Street:
Suburb:
City:
Postcode:
Telephone Home:
Business:
Please tick the following box if you are an existing client of Fisher Funds Management Limited:
If Yes, please provide your Unit Holder Number:
CSN/Computershare Investor Services Shareholder Number:

If you currently have a Computershare Investor Services Limited shareholder number or a Common Shareholder Number, please insert above.
IRD Number:
Are you holding a current Resident Withholding Tax Exemption Certificate?
Yes
No
If Yes, please attach a copy of the Certificate.
APPLICATION AMOUNT: (The minimum application amount is NZ$2,000, thereafter in multiples of $500)
Amount applied for: NZ$
Cheques must be payable to Kingfish Share Offer and crossed Not Transferable. Cheques must not be post-dated.
Payment must be made in New Zealand dollars with a cheque drawn on a registered New Zealand bank.
AGREEMENT OF TERMS
(1) I/We offer to purchase the value of Shares shown above and agree to purchase such Shares and be allocated Options (or such lesser
value of Shares and Options as the Offerors may allocate to me/us) on the terms and conditions set out in the Prospectus and
Investment Statement and this Application Form.
(2) I/We agree to be bound by the Constitution of Kingfish Limited (as amended from time to time).
(3) All details and statements made by me/us are complete and accurate and this Application complies with the terms of the Prospectus and
Investment Statement.
(4) I/We represent that I am/we are not, as a result of the law of any place, a person to whom the Prospectus and Investment Statement
should not be given.
Signature:
Date:
Signature:
Date:
DIVIDEND PAYMENTS Please tick the appropriate box to select the method of payment
Please tick the following box if you wish to participate in the Dividend Reinvestment Plan:
(Shares issued at a 3% discount to 5 day VWAP prior to dividend announcement)
Alternatively:
Pay by cheque to the postal address above OR
Direct credit to my bank account as detailed below

(not required if Computershare Investor Services Limited already has these details)
Name of Bank:
Bank
Address of Bank:
Branch:
Account:
Suffix:
Application Form Continued

ADDITIONAL APPLICATION TERMS
This application constitutes an irrevocable offer by the applicant to acquire the value of Shares specified in the Application Form, or such lesser value of
Shares as the Company and the Joint Lead Managers may determine, on the terms and conditions set out in this combined Investment Statement and
Prospectus, and this Application Form.
If the aggregate value of Shares applied for exceeds the value offered then applicants may be allocated a lower value of fewer Shares than the value for
which they applied. The value of Shares allocated to an applicant will be determined by the Company in conjunction with the Joint Lead Managers. No
reasons will be given regarding the level of allocations. Applications that are the subject of firm allocations will not be scaled.
For every Share allocated to applicants, applicants will be issued with one Option with an exercise price of $1.00, exercisable on any of 31 March 2006,
31 March 2007 and 31 March 2008, subject to a minimum exercise of 500 Options. Holders can exercise some or all of their Options on any of these dates.
The Company reserves the right to decline any application in whole or in part, without giving any reason. Money received in respect of applications
which are declined in whole or in part will be refunded in whole or in part (as the case may be). Refunds will be posted within five business days after
allocation of Shares and the Options to successful applicants or after an application has been declined (as applicable). Interest will not be paid on any
application money refunded to applicants or on application money prior received to the close of the Offer that is subsequently used to purchase Shares.
The Shares will be offered at a price of $1.00 per share as described in the Prospectus and Investment Statement. For each Share issued, subscribers
will receive 1 Option to subscribe for a share at an exercise price of $1.00 exercisable on any of 31 March 2006, 31 March 2007 and 31 March 2008.
If this Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. The
Companys decision as to whether to treat an application as valid, and how to construe, amend or complete it, shall be final. The Companys decision on
the value of Shares to be allocated to an applicant shall also be final. Applicants will not, however, be treated as having offered to purchase a greater
value of Shares than that indicated on the Application Form.
Application money will be banked upon receipt into an account. Interest earned on that account will be paid to the Company. If application money is paid
by a cheque which does not clear, that application may be rejected or an allocation made to the applicant may be cancelled.
Expressions defined in the Investment Statement and Prospectus have the same meanings in this Application Form. This Application Form is governed
by New Zealand law.
Shareholding statements will be dispatched as soon as is practicable after allocation, but in any event not later than five business days after closing of
the Offer. Applicants should not attempt to sell their shareholdings until they have received their shareholding statements.
CORRECT FORM OF REGISTRABLE NAMES

Note that ONLY LEGAL ENTITIES are allowed to hold Shares and Options. Applicants must be in the name(s) of natural persons, companies or other
legal entities acceptable to Kingfish Limited. At least one full given name and surname is required for each natural person. The name of the beneficiary
or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms
or registrable names below.
TYPE OF INVESTOR
INDIVIDUAL Use given name in full, not initials.
COMPANY Use company title, not abbreviations.
TRUSTS Do not use the name of the trust, use the trustee(s) personal names. All trustees must apply as joint applicants.
DECEASED ESTATES Do not use the names of deceased, use executor(s) personal names.
PARTNERSHIPS Do not use the names of partnerships, use partner(s) personal names.
CLUBS/UNINCORPORATED BODIES Do not use names of clubs etc, use office bearer(s) personal names.
SUPERANNUATION FUNDS Do not use name of fund, use name of trustee.
Attorneys: Please complete and sign the certificate of non-revocation below. Upon acceptance, in whole or in part, of an applicants offer to purchase
Shares, the Company will transfer those Shares to the applicant and will procure registration of the applicant as the holder of those Shares, subject to all
applicable laws. This Application Form must not be issued, circulated or distributed unless accompanied by the Investment Statement and Prospectus.
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, (name of Attorney)
of (Address and Occupation of Attorney)
HEREBY CERTIFY THAT:
1.
By a Power of Attorney dated the
day of
(month, year)
(Name and Occupation of person for whom Attorney is signing) (Address of person for whom Attorney is signing)
(the Donor) appointed me his/her/its Attorney on the terms and conditions set out in the Power of Attorney.
2.
I have executed the application for Shares and Options printed on the face of this form as Attorney pursuant to the powers conferred on me by that
Power of Attorney.
3.
At the date of this certificate I have not received any notice or information of the revocation of that Power of Attorney, whether by the death or
dissolution of the Donor or otherwise.
Signed at
Signature of Attorney:
this
day of
2004
Application Form
Brokers Stamp
This Application Form constitutes an offer to purchase the Shares and be allocated the Options as described
herein. The full amount of the purchase price for the Shares is due upon application. The closing date for the
General Offer is 3.00pm, 26 March 2004.
Please note that there is a reserved pool for existing clients of Fisher Funds Management Limited (Priority
Pool). If you wish to apply for Shares in the Priority Pool please provide your Unit Holder Number in the Investor
Details section. Please note that the closing date for applications in the Priority Pool is 5.00 pm, 19 March 2004.
Brokers Code
FOR INSTRUCTIONS ON HOW TO COMPLETE AND DELIVER THIS FORM SEE THE ACCOMPANYING
APPLICATION INSTRUCTIONS
INVESTOR DETAILS (Block letters please)

Title:
First Name(s):
Surname:
Title:
First Name(s):
Surname:
Corporate Name:
Number and Street:
Suburb:
City:
Postcode:
Telephone Home:
Business:
Please tick the following box if you are an existing client of Fisher Funds Management Limited:
If Yes, please provide your Unit Holder Number:
CSN/Computershare Investor Services Shareholder Number:

If you currently have a Computershare Investor Services Limited shareholder number or a Common Shareholder Number, please insert above.
IRD Number:
Are you holding a current Resident Withholding Tax Exemption Certificate?
Yes
No
If Yes, please attach a copy of the Certificate.
APPLICATION AMOUNT: (The minimum application amount is NZ$2,000, thereafter in multiples of $500)
Amount applied for: NZ$
Cheques must be payable to Kingfish Share Offer and crossed Not Transferable. Cheques must not be post-dated.
Payment must be made in New Zealand dollars with a cheque drawn on a registered New Zealand bank.
AGREEMENT OF TERMS
(1) I/We offer to purchase the value of Shares shown above and agree to purchase such Shares and be allocated Options (or such lesser
value of Shares and Options as the Offerors may allocate to me/us) on the terms and conditions set out in the Prospectus and
Investment Statement and this Application Form.
(2) I/We agree to be bound by the Constitution of Kingfish Limited (as amended from time to time).
(3) All details and statements made by me/us are complete and accurate and this Application complies with the terms of the Prospectus and
Investment Statement.
(4) I/We represent that I am/we are not, as a result of the law of any place, a person to whom the Prospectus and Investment Statement
should not be given.
Signature:
Date:
Signature:
Date:
DIVIDEND PAYMENTS Please tick the appropriate box to select the method of payment
Please tick the following box if you wish to participate in the Dividend Reinvestment Plan:
(Shares issued at a 3% discount to 5 day VWAP prior to dividend announcement)
Alternatively:
Pay by cheque to the postal address above OR
Direct credit to my bank account as detailed below

(not required if Computershare Investor Services Limited already has these details)
Name of Bank:
Bank
Address of Bank:
Branch:
Account:
Suffix:
Application Form Continued

ADDITIONAL APPLICATION TERMS
This application constitutes an irrevocable offer by the applicant to acquire the value of Shares specified in the Application Form, or such lesser value of
Shares as the Company and the Joint Lead Managers may determine, on the terms and conditions set out in this combined Investment Statement and
Prospectus, and this Application Form.
If the aggregate value of Shares applied for exceeds the value offered then applicants may be allocated a lower value of fewer Shares than the value for
which they applied. The value of Shares allocated to an applicant will be determined by the Company in conjunction with the Joint Lead Managers. No
reasons will be given regarding the level of allocations. Applications that are the subject of firm allocations will not be scaled.
For every Share allocated to applicants, applicants will be issued with one Option with an exercise price of $1.00, exercisable on any of 31 March 2006,
31 March 2007 and 31 March 2008, subject to a minimum exercise of 500 Options. Holders can exercise some or all of their Options on any of these dates.
The Company reserves the right to decline any application in whole or in part, without giving any reason. Money received in respect of applications
which are declined in whole or in part will be refunded in whole or in part (as the case may be). Refunds will be posted within five business days after
allocation of Shares and the Options to successful applicants or after an application has been declined (as applicable). Interest will not be paid on any
application money refunded to applicants or on application money prior received to the close of the Offer that is subsequently used to purchase Shares.
The Shares will be offered at a price of $1.00 per share as described in the Prospectus and Investment Statement. For each Share issued, subscribers
will receive 1 Option to subscribe for a share at an exercise price of $1.00 exercisable on any of 31 March 2006, 31 March 2007 and 31 March 2008.
If this Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. The
Companys decision as to whether to treat an application as valid, and how to construe, amend or complete it, shall be final. The Companys decision on
the value of Shares to be allocated to an applicant shall also be final. Applicants will not, however, be treated as having offered to purchase a greater
value of Shares than that indicated on the Application Form.
Application money will be banked upon receipt into an account. Interest earned on that account will be paid to the Company. If application money is paid
by a cheque which does not clear, that application may be rejected or an allocation made to the applicant may be cancelled.
Expressions defined in the Investment Statement and Prospectus have the same meanings in this Application Form. This Application Form is governed
by New Zealand law.
Shareholding statements will be dispatched as soon as is practicable after allocation, but in any event not later than five business days after closing of
the Offer. Applicants should not attempt to sell their shareholdings until they have received their shareholding statements.
CORRECT FORM OF REGISTRABLE NAMES

Note that ONLY LEGAL ENTITIES are allowed to hold Shares and Options. Applicants must be in the name(s) of natural persons, companies or other
legal entities acceptable to Kingfish Limited. At least one full given name and surname is required for each natural person. The name of the beneficiary
or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms
or registrable names below.
TYPE OF INVESTOR
INDIVIDUAL Use given name in full, not initials.
COMPANY Use company title, not abbreviations.
TRUSTS Do not use the name of the trust, use the trustee(s) personal names. All trustees must apply as joint applicants.
DECEASED ESTATES Do not use the names of deceased, use executor(s) personal names.
PARTNERSHIPS Do not use the names of partnerships, use partner(s) personal names.
CLUBS/UNINCORPORATED BODIES Do not use names of clubs etc, use office bearer(s) personal names.
SUPERANNUATION FUNDS Do not use name of fund, use name of trustee.
Attorneys: Please complete and sign the certificate of non-revocation below. Upon acceptance, in whole or in part, of an applicants offer to purchase
Shares, the Company will transfer those Shares to the applicant and will procure registration of the applicant as the holder of those Shares, subject to all
applicable laws. This Application Form must not be issued, circulated or distributed unless accompanied by the Investment Statement and Prospectus.
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I, (name of Attorney)
of (Address and Occupation of Attorney)
HEREBY CERTIFY THAT:
1.
By a Power of Attorney dated the
day of
(month, year)
(Name and Occupation of person for whom Attorney is signing) (Address of person for whom Attorney is signing)
(the Donor) appointed me his/her/its Attorney on the terms and conditions set out in the Power of Attorney.
2.
I have executed the application for Shares and Options printed on the face of this form as Attorney pursuant to the powers conferred on me by that
Power of Attorney.
3.
At the date of this certificate I have not received any notice or information of the revocation of that Power of Attorney, whether by the death or
dissolution of the Donor or otherwise.
Signed at
Signature of Attorney:
this
day of
2004
Directory
The Company
Kingfish Limited
Devonport
Auckland
Phone: 09 445 3377
Fax: 09 445 3375
Registrar
Takapuna
Private Bag 92119
Auckland
Phone: 09 488 8777
Fax: 09 488 8787
Auditors
PricewaterhouseCoopers
188 Quay Street
Private Bag 92162
Auckland
Phone: 09 355 8000
Fax: 09 355 8001
Solicitors
Chapman Tripp Sheffield Young
Level 35, 23-29 Albert Street
PO Box 2206
Auckland
Phone: 09 357 9000
Fax: 09 357 9099
Joint Lead Managers
ASB Bank Limited
Level 13, ASB Bank Centre
135 Albert Street
PO Box 35
Auckland
Phone: 09 374 8366
Fax: 09 374 8645
First NZ Capital
Level 20, ANZ Centre
23-29 Albert Street
PO Box 5333
Wellesley Street
Auckland
Freephone: 0800 005 678
Phone: 09 302 5500
Fax: 09 302 5580
First NZ Capital
Level 10, Caltex Tower
282-292 Lambton Quay
PO Box 3394
Wellington
Freephone: 0800 005 678
Phone: 04 474 4400
Fax: 04 496 5311
Co-Manager
Greenslades Limited
1st Floor, Greenslades Building
330 Moray Place
PO Box 5545
Dunedin
Freephone: 0800 888 866
Phone: 03 477 5900
Fax: 03 477 6743
Organising Brokers
ASB Securities Limited
Level 13, ASB Bank Centre
135 Albert Street
PO Box 35
Auckland
Phone: 0800 272 732
Fax: 09 374 8645
First NZ Capital Securities
Level 20, ANZ Centre
23-29 Albert Street
PO Box 5333
Wellesley Street
Auckland
Freephone: 0800 005 678
Phone: 09 302 5500
Fax: 09 302 5580
First NZ Capital Securities
Level 10, Caltex Tower
282-292 Lambton Quay
PO Box 3394
Wellington
Freephone: 0800 005 678
Phone: 04 474 4400
Fax: 04 496 5311

Kingfish Limited Prospectus PDF

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Kingfish Limited Prospectus and Investment Statement

When passion and technique mesh seamlessly with

Choosing an Investment Adviser

The information in this section is required under the

You have the right to request from any investment adviser a

Investment decisions are very important. They often have

Whether the adviser gives advice only about particular

What sort of investment is this?

Who is involved in providing it for me?

How much do I pay?

What are the charges?

You are strongly encouraged to request that statement.

What returns will I get?

What are my risks?

Can the investment be altered?

If an investment adviser has any conviction for

How do I cash in my investment?

Who do I contact with enquiries about

Is there anyone to whom I can complain if

What other information can I obtain

If an investment adviser receives any money or assets

In addition to the information referred to above,

Priority Pool closes

5.00 pm, 19 March 2004

3.00 pm, 26 March 2004

Trading on the NZSX

Kingfish Limited (Kingfish or the Company) intends to raise $50 million

2. Why Fisher Funds?

* Based on returns of the NZSX Small-Cap Gross Index and NZSX40

Investment Selection Criteria

Small New Zealand companies initially

History of earnings growth

Sustainable competitive advantage

Above average forecast earnings growth

Quality, committed management

Long term growth.

NZSX, NZAX and unlisted small companies

No more than 30% in unlisted companies

No more than 15% in any one company

No start-up or early-stage companies

Long-term growth of capital and dividends.

Changes in the CSFB 90 Day Bank Bill Index

1.25% per annum of Gross Asset Value.

A dividend reinvestment plan is available and

Can borrow up to a maximum of 20% of the

The Net Asset Value per Share will be

Letter from the Chairman

Letter from the Manager

Details of the Offer

Fisher Funds Management Limited

The Management Agreement

Chapman Tripp Tax Opinion

Answers to Important Questions

Completing the Application Form

This combined Prospectus and Investment Statement (Offer Document)

Joint Lead Managers

The Offer comprises a Priority Offer and a General Offer.

In this Offer Document Kingfish Limited is referred to as the

For investors participating in the Offer, the minimum

No person referred to in this Offer Document guarantees the

Completing the Application Form

Instructions on how to make an application are contained