3 (a) Leigh, a public limited company, purchased the whole of the share capital of Hash, a limited company, on 1 June2006. The whole of the share capital of Hash was formerly owned by the five directors of Hash and under theterms of the purchase agreement
题目
3 (a) Leigh, a public limited company, purchased the whole of the share capital of Hash, a limited company, on 1 June
2006. The whole of the share capital of Hash was formerly owned by the five directors of Hash and under the
terms of the purchase agreement, the five directors were to receive a total of three million ordinary shares of $1
of Leigh on 1 June 2006 (market value $6 million) and a further 5,000 shares per director on 31 May 2007,
if they were still employed by Leigh on that date. All of the directors were still employed by Leigh at 31 May
2007.
Leigh granted and issued fully paid shares to its own employees on 31 May 2007. Normally share options issued
to employees would vest over a three year period, but these shares were given as a bonus because of the
company’s exceptional performance over the period. The shares in Leigh had a market value of $3 million
(one million ordinary shares of $1 at $3 per share) on 31 May 2007 and an average fair value of
$2·5 million (one million ordinary shares of $1 at $2·50 per share) for the year ended 31 May 2007. It is
expected that Leigh’s share price will rise to $6 per share over the next three years. (10 marks)
Required:
Discuss with suitable computations how the above share based transactions should be accounted for in the
financial statements of Leigh for the year ended 31 May 2007.
相似考题
参考答案和解析
(a) The shares issued to the management of Hash by Leigh (three million ordinary shares of $1) for the purchase of the company
would not be accounted for under IFRS2 ‘Share-based payment’ but would be dealt with under IFRS3 ‘Business
Combinations’.
The cost of the business combination will be the total of the fair values of the consideration given by the acquirer plus any
attributable cost. In this case the shares of Leigh will be fair valued at $6 million with $3 million being shown as share capital
and $3million as share premium. However, the shares issued as contingent consideration may be accounted for under IFRS2.
The terms of the issuance of shares will need to be examined. Where part of the consideration may be reliant on uncertain
future events, and it is probable that the additional consideration is payable and can be measured reliably, then it is included
in the cost of the business consideration at the acquisition date. However, the question to be answered in the case of the
additional 5,000 shares per director is whether the shares are compensation or part of the purchase price. There is a need
to understand why the acquisition agreement includes a provision for a contingent payment. It is possible that the price paid
initially by Leigh was quite low and, therefore, this then represents a further purchase consideration. However, in this instance
the additional payment is linked to continuing employment and, therefore, it would be argued that because of the link between
the contingent consideration and continuing employment that it represents a compensation arrangement which should be
included within the scope of IFRS2.
Thus as there is a performance condition, (the performance condition will apply as it is not a market condition) the substance
of the agreement is that the shares are compensation, then they will be fair valued at the grant date and not when the shares
vest. Therefore, the share price of $2 per share will be used to give compensation of $50,000 (5 x 5,000 x $2). (Under
IFRS3, fair value is measured at the date the consideration is provided and discounted to presented value. No guidance is
provided on what the appropriate discount rate might be. Thus the fair value used would have been $3 per share at 31 May
2007.) The compensation will be charged to the income statement and included in equity.
The shares issued to the employees of Leigh will be accounted for under IFRS2. The issuance of fully paid shares will be
presumed to relate to past service. The normal vesting period for share options is irrelevant, as is the average fair value of the
shares during the period. The shares would be expensed at a value of $3 million with a corresponding increase in equity.
Goods or services acquired in a share based payment transaction should be recognised when they are received. In the case
of goods then this will be when this occurs. However, it is somewhat more difficult sometimes to determine when services
are received. In a case of goods the vesting date is not really relevant, however, it is highly relevant for employee services. If
shares are issued that vest immediately then there is a presumption that these are a consideration for past employee services.
更多“3 (a) Leigh, a public limited company, purchased the whole of the share capital of Hash, a limited company, on 1 June2006. The whole of the share capital of Hash was formerly owned by the five directors of Hash and under theterms of the purchase agreement”相关问题
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第1题：
Additionally the directors wish to know how the provision for deferred taxation would be calculated in the following
situations under IAS12 ‘Income Taxes’:
(i) On 1 November 2003, the company had granted ten million share options worth $40 million subject to a two
year vesting period. Local tax law allows a tax deduction at the exercise date of the intrinsic value of the options.
The intrinsic value of the ten million share options at 31 October 2004 was $16 million and at 31 October 2005
was $46 million. The increase in the share price in the year to 31 October 2005 could not be foreseen at
31 October 2004. The options were exercised at 31 October 2005. The directors are unsure how to account
for deferred taxation on this transaction for the years ended 31 October 2004 and 31 October 2005.
(ii) Panel is leasing plant under a finance lease over a five year period. The asset was recorded at the present value
of the minimum lease payments of $12 million at the inception of the lease which was 1 November 2004. The
asset is depreciated on a straight line basis over the five years and has no residual value. The annual lease
payments are $3 million payable in arrears on 31 October and the effective interest rate is 8% per annum. The
directors have not leased an asset under a finance lease before and are unsure as to its treatment for deferred
taxation. The company can claim a tax deduction for the annual rental payment as the finance lease does not
qualify for tax relief.
(iii) A wholly owned overseas subsidiary, Pins, a limited liability company, sold goods costing $7 million to Panel on
1 September 2005, and these goods had not been sold by Panel before the year end. Panel had paid $9 million
for these goods. The directors do not understand how this transaction should be dealt with in the financial
statements of the subsidiary and the group for taxation purposes. Pins pays tax locally at 30%.
(iv) Nails, a limited liability company, is a wholly owned subsidiary of Panel, and is a cash generating unit in its own
right. The value of the property, plant and equipment of Nails at 31 October 2005 was $6 million and purchased
goodwill was $1 million before any impairment loss. The company had no other assets or liabilities. An
impairment loss of $1·8 million had occurred at 31 October 2005. The tax base of the property, plant and
equipment of Nails was $4 million as at 31 October 2005. The directors wish to know how the impairment loss
will affect the deferred tax provision for the year. Impairment losses are not an allowable expense for taxation
purposes.
Assume a tax rate of 30%.
Required:
(b) Discuss, with suitable computations, how the situations (i) to (iv) above will impact on the accounting for
deferred tax under IAS12 ‘Income Taxes’ in the group financial statements of Panel. (16 marks)
(The situations in (i) to (iv) above carry equal marks)
正确答案：(b) (i) The tax deduction is based on the option’s intrinsic value which is the difference between the market price and exercise
price of the share option. It is likely that a deferred tax asset will arise which represents the difference between the tax
base of the employee’s service received to date and the carrying amount which will effectively normally be zero.
The recognition of the deferred tax asset should be dealt with on the following basis:
(a) if the estimated or actual tax deduction is less than or equal to the cumulative recognised expense then the
associated tax benefits are recognised in the income statement
(b) if the estimated or actual tax deduction exceeds the cumulative recognised compensation expense then the excess
tax benefits are recognised directly in a separate component of equity.
As regards the tax effects of the share options, in the year to 31 October 2004, the tax effect of the remuneration expensewill be in excess of the tax benefit.
The company will have to estimate the amount of the tax benefit as it is based on the share price at 31 October 2005.
The information available at 31 October 2004 indicates a tax benefit based on an intrinsic value of $16 million.
As a result, the tax benefit of $2·4 million will be recognised within the deferred tax provision. At 31 October 2005,
the options have been exercised. Tax receivable will be 30% x $46 million i.e. $13·8 million. The deferred tax asset
of $2·4 million is no longer recognised as the tax benefit has crystallised at the date when the options were exercised.
For a tax benefit to be recognised in the year to 31 October 2004, the provisions of IAS12 should be complied with as
regards the recognition of a deferred tax asset.
(ii) Plant acquired under a finance lease will be recorded as property, plant and equipment and a corresponding liability for
the obligation to pay future rentals. Rents payable are apportioned between the finance charge and a reduction of the
outstanding obligation. A temporary difference will effectively arise between the value of the plant for accounting
purposes and the equivalent of the outstanding obligation as the annual rental payments qualify for tax relief. The tax
base of the asset is the amount deductible for tax in future which is zero. The tax base of the liability is the carrying
amount less any future tax deductible amounts which will give a tax base of zero. Thus the net temporary differencewill be:
(iii) The subsidiary, Pins, has made a profit of $2 million on the transaction with Panel. These goods are held in inventory
at the year end and a consolidation adjustment of an equivalent amount will be made against profit and inventory. Pins
will have provided for the tax on this profit as part of its current tax liability. This tax will need to be eliminated at the
group level and this will be done by recognising a deferred tax asset of $2 million x 30%, i.e. $600,000. Thus any
consolidation adjustments that have the effect of deferring or accelerating tax when viewed from a group perspective will
be accounted for as part of the deferred tax provision. Group profit will be different to the sum of the profits of the
individual group companies. Tax is normally payable on the profits of the individual companies. Thus there is a need
to account for this temporary difference. IAS12 does not specifically address the issue of which tax rate should be used
calculate the deferred tax provision. IAS12 does generally say that regard should be had to the expected recovery or
settlement of the tax. This would be generally consistent with using the rate applicable to the transferee company (Panel)
rather than the transferor (Pins).
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第2题：
(c) the deferred tax implications (with suitable calculations) for the company which arise from the recognition
of a remuneration expense for the directors’ share options. (7 marks)
正确答案：
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第3题：
(d) Additionally Router purchased 60% of the ordinary shares of a radio station, Playtime, a public limited company,
on 31 May 2007. The remaining 40% of the ordinary shares are owned by a competitor company who owns a
substantial number of warrants issued by Playtime which are currently exercisable. If these warrants are
exercised, they will result in Router only owning 35% of the voting shares of Playtime. (4 marks)
Required:
Discuss how the above items should be dealt with in the group financial statements of Router for the year ended
31 May 2007.
正确答案：(d) IAS27 paragraph 14, ‘Consolidated and Separate Financial Statements’, states that warrants that have the potential to give
the holder voting power or reduce another party’s voting power over the financial and operating policies of the issuer should
be considered when existence of control is assessed. The warrants held by the competitor company, if exercised, would grant
that company control over Playtime. One party only can control Playtime and, therefore, the competitor company should
consolidate Playtime. In coming to this decision all the facts and circumstances that affect potential voting rights (except the
intention of management and the financial ability to exercise or convert) should be considered. It seems, however, that there
is a prima facie case for not consolidating Playtime but accounting for it under IAS28 or IAS39.
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第4题：
22 Which of the following statements about limited liability companies’ accounting is/are correct?
1 A revaluation reserve arises when a non-current asset is sold at a profit.
2 The authorised share capital of a company is the maximum nominal value of shares and loan notes the company
may issue.
3 The notes to the financial statements must contain details of all adjusting events as defined in IAS10 Events after
the balance sheet date.
A All three statements
B 1 and 2 only
C 2 and 3 only
D None of the statements
正确答案：D
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第5题：
11 Which of the following statements are correct?
1 A company might make a rights issue if it wished to raise more equity capital.
2 A rights issue might increase the share premium account whereas a bonus issue is likely to reduce it.
3 A bonus issue will reduce the gearing (leverage) ratio of a company.
4 A rights issue will always increase the number of shareholders in a company whereas a bonus issue will not.
A 1 and 2
B 1 and 3
C 2 and 3
D 2 and 4
正确答案：A
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第6题：
6 Alasdair, aged 42, is single. He is considering investing in property, as he has heard that this represents a good
investment. In order to raise the funds to buy the property, he wants to extract cash from his personal company, Beezer
Limited, whose year end is 31 December.
Beezer Limited was formed on 1 May 1998 with ￡1,000 of capital issued as 1,000 ￡1 ordinary shares, and traded
until 1 January 2005 when Alasdair sold the trade and related assets. The company’s only asset is cash of
￡120,000. Alasdair wants to extract this cash from the company with the minimum amount of tax payable. He is
considering either, paying himself a dividend of ￡120,000, on 31 March 2006, after which the company would have
no assets and be wound up or, leaving the cash in the company and then liquidating the company. Costs of liquidation
of ￡5,000 would then be incurred.
Since Beezer Limited ceased trading, Alasdair has been taken on as a partner at a marketing firm, Gallus & Co. He
estimates his profit share for the year of assessment 2005/06 will be ￡30,000. He has not made any capital disposals
in the current tax year.
Alasdair wishes to reinvest the cash extracted from Beezer Limited in property but is not sure whether he should invest
directly in residential or commercial property, or do so via some form. of collective investment. He is aware that Gallus
& Co are looking to rent a new warehouse which could be bought for ￡200,000. Alasdair thinks that he may be able
to buy the warehouse himself and lease it to his firm, but only if he can borrow the additional money to buy the
property.
Alasdair has a 25% shareholding in another company, Glaikit Limited, whose year end is 31 March. The remaining
shares in this company are held by his friend, Gill. Alasdair is considering borrowing ￡15,000 from Glaikit Limited
on 1 January 2006. He does not intend to pay any interest on the loan, which is likely to be written off some time
in 2007. Alasdair does not have any connection with Glaikit Limited other than his shareholding.
Required:
(a) Advise Alasdair whether or not a dividend payment will result in a higher after-tax cash sum than the
liquidation of Beezer Limited. Assume that either the dividend would be paid on 31 March 2006 or the
liquidation would take place on 31 March 2006. (9 marks)
Assume that Beezer Limited has always paid corporation tax at or above the small companies rate of 19%
and that the tax rates and allowances for 2004/05 apply throughout this part.
正确答案：
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第7题：
(c) For commercial reasons, Damian believes that it would be sensible to place a new holding company, Bold plc,
over the existing company, Linden Limited. Bold plc would also be unquoted and would acquire the existing
Linden Limited shares in exchange for the issue of its own shares.
If the new structure is implemented, Bold plc will provide management services to Linden Limited, but the
amount that will be charged for these services is yet to be determined.
Required:
(i) State the capital gains tax (CGT) issues that Damian should be aware of before disposing of his shares
in Linden Limited to Bold plc. Your answer should include details of any conditions that will need to be
satisfied if an immediate charge to tax is to be avoided. (4 marks)
正确答案：
(c) (i) The proposed transaction broadly falls under the ‘paper for paper’ rules. Where this is the case, chargeable gains do not
arise. Instead, the new holding stands in the shoes (and inherits the base cost) of the original holding.
The company issuing the new shares must:
(i) end up with more than 25% of the ordinary share capital or a majority of the voting power of the old company,
OR
(ii) make a general offer to shareholders in the old company with a condition which would give the acquiring company
control of the company if accepted.
The exchange must be for bona fide commercial reasons and not have as its main purpose (or one of its main purposes)
the avoidance of capital gains tax or corporation tax.
The issue of shares by Bold plc satisfies these conditions, thus Damian, as a shareholder of Linden Limited, will not be
taxed on the exchange of shares. -
第8题：
(b) (i) Advise Andrew of the income tax (IT) and capital gains tax (CGT) reliefs available on his investment in
the ordinary share capital of Scalar Limited, together with any conditions which need to be satisfied.
Your answer should clearly identify any steps that should be taken by Andrew and the other investors
to obtain the maximum relief. (13 marks)
正确答案：
(b) (i) Andrew may be able to take advantage of tax reliefs under the enterprise investment scheme (EIS) provided the
necessary conditions are met. The conditions that have to be satisfied before full relief is available fall into three areas,
and broadly require that a ‘qualifying individual’ subscribes for ‘eligible shares’ in a ‘qualifying company’.
‘Qualifying Individual’
To be a qualifying individual, Andrew must not be connected with the EIS company. This means that he should not be
an employee (or, at the time the shares are issued, a director) or have an interest in (i.e. control) 30% or more of the
capital of the company. These conditions need to be satisfied throughout the period beginning two years before the share
issue and three years after the ‘relevant date’. Where the relevant date is defined as the later of the date the shares were
issued and the date on which the company commenced trading.
Andrew does not intend to become an employee (or director) of Scalar Limited, but he needs to exercise caution as to
how many shares he subscribes for. If only three investors subscribe for 100% of the shares, each will hold 33% of the
share capital. This exceeds the 30% limit and will mean that EIS relief (other than deferral relief) will not be available.
Therefore, Andrew and the other two investors should ensure not only that the potential fourth investor is recruited, but
that s/he subscribes for sufficient shares, such that none of them will hold 30% or more of the issued share capital, as
only then will they all attain qualifying individual status.
‘Eligible shares’
Qualifying shares need to be new ordinary shares which are subscribed for in cash and fully paid up at the time of issue.
The shares must not be redeemable for at least three years from the relevant date, and not carry any preferential rights
to dividends. On the basis of the information provided, the shares of Scalar Limited would qualify as eligible shares.
‘Qualifying Company’
The company must be unquoted, not controlled by another company, and engaged in qualifying business activities. The
latter requires that the company engage in a trading activity, which is carried on wholly or mainly in the UK, throughout
the three years following the relevant date. While certain trading activities, such as dealing in shares or trading in land,
are excluded, the manufacturing trade Scalar Limited proposes to carry on will qualify.
However, it is also necessary for at least 80% of the money raised to be used for the qualifying business activity within
12 months of the relevant date and the remaining 20% to be so used within the following 12 months. Andrew and the
other investors will thus have to ensure that Scalar Limited has not raised more funds than it is able to employ in the
business within the appropriate time periods.
Reliefs available:
Andrew can claim income tax relief at 20% income tax relief on the amount invested up to a maximum of ￡200,000
in any one tax year. The relief is given in the form. of a tax reducing allowance, which can reduce the investor’s income
tax liability to nil, but cannot be used to generate a tax refund. If the investment is made prior to 6 October in the tax
year, then 50% of the amount invested (up to a maximum of ￡25,000) can be treated as having been made in the
previous tax year.
Any capital gains arising on the sale of EIS shares will be fully exempt from capital gains tax provided that income tax
relief was given on the investment when made and has not been withdrawn. If the EIS shares are disposed of at a loss,
capital losses are still allowable, but reduced by the amount of any EIS relief attributable to the shares disposed of.
In addition, gains from the disposal of other assets can be deferred against the base cost of EIS shares acquired within
one year before and three years after their disposal. Such gains will, thus, not normally become chargeable until the EIS
shares themselves are disposed of. Further, for deferral relief to be available, it is not necessary for the investment to
qualify for EIS income tax relief, i.e. deferral is available even where the investor is not a qualifying individual. Thus,
Andrew could still defer the gain arising on the disposal of the residential property lease made in order to raise part of
the funds for his EIS investment, even if no fourth investor were to be found and his shareholding were to exceed 30%
of the issued share capital of Scalar Limited. Does not require the existence of income tax relief in order to be claimed.
Withdrawal of relief:
Any EIS relief claimed by Andrew will be withdrawn (partially or fully) if, within three year of the relevant date:
(1) he disposes of the shares;
(2) he receives value from the company;
(3) he ceases to be a qualifying individual; or
(4) Scalar Limited ceases to be a qualifying company.
With regard to receiving value from the company, the definition excludes dividends which do not exceed a normal rate
of return, but does include the repayment of any loans made to the company before the shares were issued, the provision
of benefits and the purchase of assets from the company at an undervalue. In this regard, Andrew and the other
subscribers should ensure that the ￡50,000 they are to invest in Scalar Limited as loan capital is appropriately timed
and structured relative to the issue of the EIS shares. -
第9题：
For a limited company, this will include the money ______ issuing shares, and is known as the share capital.A raise for ;
B raised by ;
C raising at
参考答案:B
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第10题：
听力原文：The owners of limited companies are people who have bought shares in the company.
(6)
A．The shareholders are the owners of limited companies.
B．Shareholders deposit their money in the limited companies.
C．The shareholders can sell shares of limited companies to the public.
D．Shareholders of limited companies are able to make profits continuously.
正确答案：A
解析：单句意思为“有限公司的拥有者是那些购买公司股份的人”。 -
第11题：
KFP Co, a company listed on a major stock market, is looking at its cost of capital as it prepares to make a bid to buy a rival unlisted company, NGN. Both companies are in the same business sector. Financial information on KFP Co and NGN is as follows:
NGN has a cost of equity of 12% per year and has maintained a dividend payout ratio of 45% for several years. The current earnings per share of the company is 80c per share and its earnings have grown at an average rate of 4·5% per year in recent years.
The ex div share price of KFP Co is $4·20 per share and it has an equity beta of 1·2. The 7% bonds of the company are trading on an ex interest basis at $94·74 per $100 bond. The price/earnings ratio of KFP Co is eight times.
The directors of KFP Co believe a cash offer for the shares of NGN would have the best chance of success. It has been suggested that a cash offer could be financed by debt.
Required:
(a) Calculate the weighted average cost of capital of KFP Co on a market value weighted basis. (10 marks)
(b) Calculate the total value of the target company, NGN, using the following valuation methods:
(i) Price/earnings ratio method, using the price/earnings ratio of KFP Co; and
(ii) Dividend growth model. (6 marks)
(c) Discuss the relationship between capital structure and weighted average cost of capital, and comment on
the suggestion that debt could be used to finance a cash offer for NGN. (9 marks)
正确答案：
(b)(i)Price/earningsratiomethodEarningspershareofNGN=80cpersharePrice/earningsratioofKFPCo=8SharepriceofNGN=80x8=640cor$6·40NumberofordinarysharesofNGN=5/0·5=10millionsharesValueofNGN=6·40x10m=$64millionHowever,itcanbearguedthatareductionintheappliedprice/earningsratioisneededasNGNisunlistedandthereforeitssharesaremoredifficulttobuyandsellthanthoseofalistedcompanysuchasKFPCo.Ifwereducetheappliedprice/earningsratioby10%(othersimilarpercentagereductionswouldbeacceptable),itbecomes7·2timesandthevalueofNGNwouldbe(80/100)x7·2x10m=$57·6million(ii)DividendgrowthmodelDividendpershareofNGN=80cx0·45=36cpershareSincethepayoutratiohasbeenmaintainedforseveralyears,recentearningsgrowthisthesameasrecentdividendgrowth,i.e.4·5%.Assumingthatthisdividendgrowthcontinuesinthefuture,thefuturedividendgrowthratewillbe4·5%.Sharepricefromdividendgrowthmodel=(36x1·045)/(0·12–0·045)=502cor$5·02ValueofNGN=5·02x10m=$50·2million(c)Adiscussionofcapitalstructurecouldstartfromrecognisingthatequityismoreexpensivethandebtbecauseoftherelativeriskofthetwosourcesoffinance.Equityisriskierthandebtandsoequityismoreexpensivethandebt.Thisdoesnotdependonthetaxefficiencyofdebt,sincewecanassumethatnotaxesexist.Wecanalsoassumethatasacompanygearsup,itreplacesequitywithdebt.Thismeansthatthecompany’scapitalbaseremainsconstantanditsweightedaveragecostofcapital(WACC)isnotaffectedbyincreasinginvestment.Thetraditionalviewofcapitalstructureassumesanon-linearrelationshipbetweenthecostofequityandfinancialrisk.Asacompanygearsup,thereisinitiallyverylittleincreaseinthecostofequityandtheWACCdecreasesbecausethecostofdebtislessthanthecostofequity.Apointisreached,however,wherethecostofequityrisesataratethatexceedsthereductioneffectofcheaperdebtandtheWACCstartstoincrease.Inthetraditionalview,therefore,aminimumWACCexistsand,asaresult,amaximumvalueofthecompanyarises.ModiglianiandMillerassumedaperfectcapitalmarketandalinearrelationshipbetweenthecostofequityandfinancialrisk.Theyarguedthat,asacompanygearedup,thecostofequityincreasedataratethatexactlycancelledoutthereductioneffectofcheaperdebt.WACCwasthereforeconstantatalllevelsofgearingandnooptimalcapitalstructure,wherethevalueofthecompanywasatamaximum,couldbefound.Itwasarguedthattheno-taxassumptionmadebyModiglianiandMillerwasunrealistic,sinceintherealworldinterestpaymentswereanallowableexpenseincalculatingtaxableprofitandsotheeffectivecostofdebtwasreducedbyitstaxefficiency.Theyrevisedtheirmodeltoincludethistaxeffectandshowedthat,asaresult,theWACCdecreasedinalinearfashionasacompanygearedup.Thevalueofthecompanyincreasedbythevalueofthe‘taxshield’andanoptimalcapitalstructurewouldresultbygearingupasmuchaspossible.Itwaspointedoutthatmarketimperfectionsassociatedwithhighlevelsofgearing,suchasbankruptcyriskandagencycosts,wouldlimittheextenttowhichacompanycouldgearup.Inpractice,therefore,itappearsthatcompaniescanreducetheirWACCbyincreasinggearing,whileavoidingthefinancialdistressthatcanariseathighlevelsofgearing.Ithasfurtherbeensuggestedthatcompanieschoosethesourceoffinancewhich,foronereasonoranother,iseasiestforthemtoaccess(peckingordertheory).Thisresultsinaninitialpreferenceforretainedearnings,followedbyapreferencefordebtbeforeturningtoequity.TheviewsuggeststhatcompaniesmaynotinpracticeseektominimisetheirWACC(andconsequentlymaximisecompanyvalueandshareholderwealth).TurningtothesuggestionthatdebtcouldbeusedtofinanceacashbidforNGN,thecurrentandpostacquisitioncapitalstructuresandtheirrelativegearinglevelsshouldbeconsidered,aswellastheamountofdebtfinancethatwouldbeneeded.Earliercalculationssuggestthatatleast$58mwouldbeneeded,ignoringanypremiumpaidtopersuadetargetcompanyshareholderstoselltheirshares.Thecurrentdebt/equityratioofKFPCois60%(15m/25m).Thedebtofthecompanywouldincreaseby$58minordertofinancethebidandbyafurther$20maftertheacquisition,duetotakingontheexistingdebtofNGN,givingatotalof$93m.Ignoringotherfactors,thegearingwouldincreaseto372%(93m/25m).KFPCowouldneedtoconsiderhowitcouldservicethisdangerouslyhighlevelofgearinganddealwiththesignificantriskofbankruptcythatitmightcreate.ItwouldalsoneedtoconsiderwhetherthebenefitsarisingfromtheacquisitionofNGNwouldcompensateforthesignificantincreaseinfinancialriskandbankruptcyriskresultingfromusingdebtfinance. -
第12题：
多选题根据Hash函数的安全水平，人们将Hash函数分成两大类，分别是（）A弱碰撞自由的Hash函数
B强碰撞自由的Hash函数
C强Hash函数
D弱Hash函数
正确答案： B,C解析： 暂无解析 -
第13题：
4 Ryder, a public limited company, is reviewing certain events which have occurred since its year end of 31 October
2005. The financial statements were authorised on 12 December 2005. The following events are relevant to the
financial statements for the year ended 31 October 2005:
(i) Ryder has a good record of ordinary dividend payments and has adopted a recent strategy of increasing its
dividend per share annually. For the last three years the dividend per share has increased by 5% per annum.
On 20 November 2005, the board of directors proposed a dividend of 10c per share for the year ended
31 October 2005. The shareholders are expected to approve it at a meeting on 10 January 2006, and a
dividend amount of $20 million will be paid on 20 February 2006 having been provided for in the financial
statements at 31 October 2005. The directors feel that a provision should be made because a ‘valid expectation’
has been created through the company’s dividend record. (3 marks)
(ii) Ryder disposed of a wholly owned subsidiary, Krup, a public limited company, on 10 December 2005 and made
a loss of $9 million on the transaction in the group financial statements. As at 31 October 2005, Ryder had no
intention of selling the subsidiary which was material to the group. The directors of Ryder have stated that there
were no significant events which have occurred since 31 October 2005 which could have resulted in a reduction
in the value of Krup. The carrying value of the net assets and purchased goodwill of Krup at 31 October 2005
were $20 million and $12 million respectively. Krup had made a loss of $2 million in the period 1 November
2005 to 10 December 2005. (5 marks)
(iii) Ryder acquired a wholly owned subsidiary, Metalic, a public limited company, on 21 January 2004. The
consideration payable in respect of the acquisition of Metalic was 2 million ordinary shares of $1 of Ryder plus
a further 300,000 ordinary shares if the profit of Metalic exceeded $6 million for the year ended 31 October
2005. The profit for the year of Metalic was $7 million and the ordinary shares were issued on 12 November
2005. The annual profits of Metalic had averaged $7 million over the last few years and, therefore, Ryder had
included an estimate of the contingent consideration in the cost of the acquisition at 21 January 2004. The fair
value used for the ordinary shares of Ryder at this date including the contingent consideration was $10 per share.
The fair value of the ordinary shares on 12 November 2005 was $11 per share. Ryder also made a one for four
bonus issue on 13 November 2005 which was applicable to the contingent shares issued. The directors are
unsure of the impact of the above on earnings per share and the accounting for the acquisition. (7 marks)
(iv) The company acquired a property on 1 November 2004 which it intended to sell. The property was obtained
as a result of a default on a loan agreement by a third party and was valued at $20 million on that date for
accounting purposes which exactly offset the defaulted loan. The property is in a state of disrepair and Ryder
intends to complete the repairs before it sells the property. The repairs were completed on 30 November 2005.
The property was sold after costs for $27 million on 9 December 2005. The property was classified as ‘held for
sale’ at the year end under IFRS5 ‘Non-current Assets Held for Sale and Discontinued Operations’ but shown at
the net sale proceeds of $27 million. Property is depreciated at 5% per annum on the straight-line basis and no
depreciation has been charged in the year. (5 marks)
(v) The company granted share appreciation rights (SARs) to its employees on 1 November 2003 based on ten
million shares. The SARs provide employees at the date the rights are exercised with the right to receive cash
equal to the appreciation in the company’s share price since the grant date. The rights vested on 31 October
2005 and payment was made on schedule on 1 December 2005. The fair value of the SARs per share at
31 October 2004 was $6, at 31 October 2005 was $8 and at 1 December 2005 was $9. The company has
recognised a liability for the SARs as at 31 October 2004 based upon IFRS2 ‘Share-based Payment’ but the
liability was stated at the same amount at 31 October 2005. (5 marks)
Required:
Discuss the accounting treatment of the above events in the financial statements of the Ryder Group for the year
ended 31 October 2005, taking into account the implications of events occurring after the balance sheet date.
(The mark allocations are set out after each paragraph above.)
(25 marks)
正确答案：
4 (i) Proposed dividend
The dividend was proposed after the balance sheet date and the company, therefore, did not have a liability at the balance
sheet date. No provision for the dividend should be recognised. The approval by the directors and the shareholders are
enough to create a valid expectation that the payment will be made and give rise to an obligation. However, this occurred
after the current year end and, therefore, will be charged against the profits for the year ending 31 October 2006.
The existence of a good record of dividend payments and an established dividend policy does not create a valid expectation
or an obligation. However, the proposed dividend will be disclosed in the notes to the financial statements as the directors
approved it prior to the authorisation of the financial statements.
(ii) Disposal of subsidiary
It would appear that the loss on the sale of the subsidiary provides evidence that the value of the consolidated net assets of
the subsidiary was impaired at the year end as there has been no significant event since 31 October 2005 which would have
caused the reduction in the value of the subsidiary. The disposal loss provides evidence of the impairment and, therefore,
the value of the net assets and goodwill should be reduced by the loss of $9 million plus the loss ($2 million) to the date of
the disposal, i.e. $11 million. The sale provides evidence of a condition that must have existed at the balance sheet date
(IAS10). This amount will be charged to the income statement and written off goodwill of $12 million, leaving a balance of
$1 million on that account. The subsidiary’s assets are impaired because the carrying values are not recoverable. The net
assets and goodwill of Krup would form. a separate income generating unit as the subsidiary is being disposed of before the
financial statements are authorised. The recoverable amount will be the sale proceeds at the date of sale and represents the
value-in-use to the group. The impairment loss is effectively taking account of the ultimate loss on sale at an earlier point in
time. IFRS5, ‘Non-current assets held for sale and discontinued operations’, will not apply as the company had no intention
of selling the subsidiary at the year end. IAS10 would require disclosure of the disposal of the subsidiary as a non-adjusting
event after the balance sheet date.
(iii) Issue of ordinary shares
IAS33 ‘Earnings per share’ states that if there is a bonus issue after the year end but before the date of the approval of the
financial statements, then the earnings per share figure should be based on the new number of shares issued. Additionally
a company should disclose details of all material ordinary share transactions or potential transactions entered into after the
balance sheet date other than the bonus issue or similar events (IAS10/IAS33). The principle is that if there has been a
change in the number of shares in issue without a change in the resources of the company, then the earnings per share
calculation should be based on the new number of shares even though the number of shares used in the earnings per share
calculation will be inconsistent with the number shown in the balance sheet. The conditions relating to the share issue
(contingent) have been met by the end of the period. Although the shares were issued after the balance sheet date, the issue
of the shares was no longer contingent at 31 October 2005, and therefore the relevant shares will be included in the
computation of both basic and diluted EPS. Thus, in this case both the bonus issue and the contingent consideration issue
should be taken into account in the earnings per share calculation and disclosure made to that effect. Any subsequent change
in the estimate of the contingent consideration will be adjusted in the period when the revision is made in accordance with
IAS8.
Additionally IFRS3 ‘Business Combinations’ requires the fair value of all types of consideration to be reflected in the cost of
the acquisition. The contingent consideration should be included in the cost of the business combination at the acquisition
date if the adjustment is probable and can be measured reliably. In the case of Metalic, the contingent consideration has
been paid in the post-balance sheet period and the value of such consideration can be determined ($11 per share). Thus
an accurate calculation of the goodwill arising on the acquisition of Metalic can be made in the period to 31 October 2005.
Prior to the issue of the shares on 12 November 2005, a value of $10 per share would have been used to value the
contingent consideration. The payment of the contingent consideration was probable because the average profits of Metalic
averaged over $7 million for several years. At 31 October 2005 the value of the contingent shares would be included in a
separate category of equity until they were issued on 12 November 2005 when they would be transferred to the share capital
and share premium account. Goodwill will increase by 300,000 x ($11 – $10) i.e. $300,000.
(iv) Property
IFRS5 (paragraph 7) states that for a non-current asset to be classified as held for sale, the asset must be available for
immediate sale in its present condition subject to the usual selling terms, and its sale must be highly probable. The delay in
this case in the selling of the property would indicate that at 31 October 2005 the property was not available for sale. The
property was not to be made available for sale until the repairs were completed and thus could not have been available for
sale at the year end. If the criteria are met after the year end (in this case on 30 November 2005), then the non-current
asset should not be classified as held for sale in the previous financial statements. However, disclosure of the event should
be made if it meets the criteria before the financial statements are authorised (IFRS5 paragraph 12). Thus in this case,
disclosure should be made.
The property on the application of IFRS5 should have been carried at the lower of its carrying amount and fair value less
costs to sell. However, the company has simply used fair value less costs to sell as the basis of valuation and shown the
property at $27 million in the financial statements.
The carrying amount of the property would have been $20 million less depreciation $1 million, i.e. $19 million. Because
the property is not held for sale under IFRS5, then its classification in the balance sheet will change and the property will be
valued at $19 million. Thus the gain of $7 million on the wrong application of IFRS5 will be deducted from reserves, and
the property included in property, plant and equipment. Total equity will therefore be reduced by $8 million.
(v) Share appreciation rights
IFRS2 ‘Share-based payment’ (paragraph 30) requires a company to re-measure the fair value of a liability to pay cash-settled
share based payment transactions at each reporting date and the settlement date, until the liability is settled. An example of
such a transaction is share appreciation rights. Thus the company should recognise a liability of ($8 x 10 million shares),
i.e. $80 million at 31 October 2005, the vesting date. The liability recognised at 31 October 2005 was in fact based on the
share price at the previous year end and would have been shown at ($6 x 1/2) x 10 million shares, i.e. $30 million. This
liability at 31 October 2005 had not been changed since the previous year end by the company. The SARs vest over a twoyear
period and thus at 31 October 2004 there would be a weighting of the eventual cost by 1 year/2 years. Therefore, an
additional liability and expense of $50 million should be accounted for in the financial statements at 31 October 2005. The
SARs would be settled on 1 December 2005 at $9 x 10 million shares, i.e. $90 million. The increase in the value of the
SARs since the year end would not be accrued in the financial statements but charged to profit or loss in the year ended31 October 2006. -
第14题：
(b) On 31 May 2007, Leigh purchased property, plant and equipment for $4 million. The supplier has agreed to
accept payment for the property, plant and equipment either in cash or in shares. The supplier can either choose
1·5 million shares of the company to be issued in six months time or to receive a cash payment in three months
time equivalent to the market value of 1·3 million shares. It is estimated that the share price will be $3·50 in
three months time and $4 in six months time.
Additionally, at 31 May 2007, one of the directors recently appointed to the board has been granted the right to
choose either 50,000 shares of Leigh or receive a cash payment equal to the current value of 40,000 shares at
the settlement date. This right has been granted because of the performance of the director during the year and
is unconditional at 31 May 2007. The settlement date is 1 July 2008 and the company estimates the fair value
of the share alternative is $2·50 per share at 31 May 2007. The share price of Leigh at 31 May 2007 is $3 per
share, and if the director chooses the share alternative, they must be kept for a period of four years. (9 marks)
Required:
Discuss with suitable computations how the above share based transactions should be accounted for in the
financial statements of Leigh for the year ended 31 May 2007.
正确答案：(b) Transactions that allow choice of settlement are accounted for as cash-settled to the extent that the entity has incurred a
liability (IFRS2 para 34). The share based transaction is treated as the issuance of a compound financial instrument. IFRS2
applies similar measurement principles to determine the value of the constituent parts of a compound instrument as that
required by IAS32 ‘Financial Instruments: Disclosure and Presentation’. The purchase of the property, plant and equipment
(PPE) and the grant to the director, both fall under this section of IFRS2 as the supplier and the director have a choice of
settlement. The fair value of the goods can be measured directly as regards the purchase of the PPE and therefore this fact
determines that the transaction is treated in a certain way. In the case of the director, the fair value of the service rendered
will be determined by the fair value of the equity instruments given and IFRS2 says that this type of share based transaction
should be dealt with in a certain way. Under IFRS2, if the fair value of the goods or services received can be measured directly
and easily then the equity element is determined by taking the fair value of the goods or services less the fair value of the
debt element of this instrument. The debt element is essentially the cash payment that will occur. If the fair value of the goods
or services is measured by reference to the fair value of the equity instruments given then the whole of the compound
instrument should be fair valued. The equity element becomes the difference between the fair value of the equity instruments
granted less the fair value of the debt component. It should take into account the fact that the counterparty must forfeit its
right to receive cash in order to receive the equity instrument.
When Leigh received the property, plant and equipment it should have recorded a liability of $4 million and an increase in
equity of $0·55 million being the difference between the value of the property, plant and equipment and the fair value of theliability. The fair value of the liability is the cash payment of $3·50 x 1·3 million shares, i.e. $4·55 million.
The accounting entry would be:
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第15题：
9 Which of the following items must be disclosed in a company’s published financial statements (including notes)
if material, according to IAS1 Presentation of financial statements?
1 Finance costs.
2 Staff costs.
3 Depreciation and amortisation expense.
4 Movements on share capital.
A 1 and 3 only
B 1, 2 and 4 only
C 2, 3 and 4 only
D All four items
正确答案：D
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第16题：
5 The directors of Quapaw, a limited liability company, are reviewing the company’s draft financial statements for the
year ended 31 December 2004.
The following material matters are under discussion:
(a) During the year the company has begun selling a product with a one-year warranty under which manufacturing
defects are remedied without charge. Some claims have already arisen under the warranty. (2 marks)
Required:
Advise the directors on the correct treatment of these matters, stating the relevant accounting standard which
justifies your answer in each case.
NOTE: The mark allocation is shown against each of the three matters
正确答案：
(a) The correct treatment is to provide for the best estimate of the costs likely to be incurred under the warranty, as required by
IAS37 Provisions, contingent liabilities and contingent assets. -
第17题：
21 Which of the following items must be disclosed in a company’s published financial statements?
1 Authorised share capital
2 Movements in reserves
3 Finance costs
4 Movements in non-current assets
A 1, 2 and 3 only
B 1, 2 and 4 only
C 2, 3 and 4 only
D All four items
正确答案：D
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第18题：
3 Damian is the finance director of Linden Limited, a medium sized, unquoted, UK trading company, with a 31 July
year end. Damian personally owns 10% of the ordinary issued share capital of Linden Limited, for which he paid
￡10,000 in June 1998. He estimates that the current market value of Linden Limited is ￡9 million and that the
company will make taxable profits of ￡1·4 million in the forthcoming year to 31 July 2007.
(a) Damian believes that Linden Limited should conduct its activities in a socially responsible manner and to this
end has proposed that in future all cars purchased by the company should be low emission vehicles. The sales
director has stated that several of his staff, who are the main recipients of company cars, other than the directors,
are extremely unhappy with this proposal, perceiving it as downgrading their value and status.
The cars currently provided to the sales staff have a list price of ￡19,600, on which Linden Limited receives a
bulk purchase discount of 6% from the dealer, and a CO2 emission rate of 168 grams/kilometre. The company
pays for up to ￡400 of accessories, of the salesmen’s own choice to be fitted to the cars and all of the running
costs, including private petrol. The cars are replaced every three years and the ‘old’ cars are sold at auction,
because they are high mileage vehicles.
The low emission cars it is proposed to purchase will have the same list price as the current cars, but the dealer
is only prepared to offer a bulk discount of 5% on these vehicles. Damian does not propose to make any other
changes to Linden Limited’s company car policy or practice.
Required:
(i) Explain the tax consequences of the proposed move to low emission vehicles for both the individual
salesmen and Linden Limited, illustrating your answer by means of relevant calculations of the tax and
national insurance (NIC) savings arising. (9 marks)
正确答案：
(a) (i) Individual salesmen
The taxable benefit is determined by the list price of the vehicle plus the cost of the accessories (￡20,000) and the CO2
emission rate. The current vehicles have a CO2 emission rate of 168 grams/kilometre, so the benefit will be calculated
at the rate of 20% ((168 – 140)/5 + 15), resulting in a total annual car and car fuel benefit charge of ￡6,880 (20,000
x 20% + 14,400 x 20%). The low emission vehicles will be chargeable at the basic percentage rate of 15% resulting
in a total annual car and fuel benefit charge of ￡5,160 (20,000 x 15% + 14,400 x 15%). The salesmen will thus
make an annual income tax saving at their marginal rate of tax, i.e. ￡378 (1,720 x 22%) if they are basic rate taxpayers
and ￡688 (1,720 x 40%) if they are higher rate taxpayers.
Linden Limited
The current vehicles will be classed as ‘expensive’ cars based on the discounted list price plus the cost of the accessories
of ￡18,824 (19,600 x 94% + 400). The annual writing down allowances will thus be restricted to ￡3,000 throughout
the period of ownership, but there will be no restriction of the balancing allowance available on disposal. The low
emission vehicles will be eligible for a 100% first year allowance of ￡19,020 (19,600 x 95% + 400), but there will
also be a balancing charge on disposal equivalent to the sales proceeds. Therefore, the total of the allowances available
over the life of the cars will be effectively the same in both cases. As a single company with taxable profits of
￡1·4 million, Linden Limited will pay corporation tax at the small companies marginal rate of 32·75% in the year to
31 July 2007, giving a tax benefit in that year of ￡5,247 for each low emission car purchased ((19,020 – 3,000) x
32·75%).
The company will also make an annual saving in terms of the Class 1A national insurance contributions payable on the
salesmen’s benefits of ￡220 ((6,880 – 5,160) x 12·8%). But, as these Class 1A contributions are deductible for
corporation tax, the net saving will only be ￡205 (220 x (100 – 32·75)%).
As the VAT liability payable on the provision of private fuel is based on engine capacity (not the CO2 emission rate) this
will not necessarily be affected. -
第19题：
4 (a) For this part, assume today’s date is 1 March 2006.
Bill and Ben each own 50% of the ordinary share capital in Flower Limited, an unquoted UK trading company
that makes electronic toys. Flower Limited was incorporated on 1 August 2005 with 1,000 ￡1 ordinary shares,
and commenced trading on the same day. The business has been successful, and the company has accumulated
a large cash balance of ￡180,000, which is to be used to purchase a new factory. However, Bill and Ben have
received an offer from a rival company, which they are considering. The offer provides Bill and Ben with two
alternative methods of payment for the purchase of their shares:
(i) ￡480,000 for the company, inclusive of the ￡180,000 cash balance.
(ii) ￡300,000 for the company assuming the cash available for the factory purchase is extracted prior to sale.
Bill and Ben each currently receive a gross salary of ￡3,750 per month from Flower Limited. Part of the offer
terms is that Bill and Ben would be retained as employees of the company on the same salary.
Neither Bill nor Ben has used any of their capital gains tax annual exemption for the tax year 2005/06.
Required:
(i) Calculate which of the following means of extracting the ￡180,000 from Flower Limited on 31 March
2006 will result in the highest after tax cash amount for Bill and Ben:
(1) payment of a dividend, or
(2) payment of a salary bonus.
You are not required to consider the corporation tax (CT) implications for Flower Limited in your
answer. (5 marks)
正确答案：
As a result, Bill and Ben would each be better off by ￡15,005 (69,142 – 54,137). If the cash were extracted by way
of dividend.
Tutorial note: In this answer the employers’ national insurance liability on the salary has been ignored. Credit would be
given to a candidate who recognised this issue. -
第20题：
3 Spica, one of the director shareholders of Acrux Ltd, has been in dispute with the other shareholders over plans to
expand the company’s activities overseas. In order to resolve the position it has been agreed that Spica will sell her
shares back to the company. Once the purchase of her shares has taken place, the company intends to establish a
number of branches overseas and acquire a shareholding in a number of companies that are resident and trade in
overseas countries.
The following information has been obtained from client files and meetings with the parties involved.
Acrux Ltd:
– An unquoted UK resident company.
– Share capital consists of 50,000 ordinary shares issued at ￡1·90 per share in July 2000.
– None of the other shareholders has any connection with Spica.
The purchase of own shares:
– The company will purchase all of Spica’s shares for ￡8 per share.
– The transaction will take place by the end of 2008.
Spica:
– Purchased 8,000 shares in Acrux Ltd for ￡2 per share on 30 September 2003.
– Has no income in the tax year 2008/09.
– Has chargeable capital gains in the tax year 2008/09 of ￡3,800.
– Has houses in the UK and the country of Solaris and divides her time between them.
Investment in non-UK resident companies:
– Acrux Ltd will acquire between 15% and 20% of each of the non-UK resident companies.
– The companies will not be controlled foreign companies as the rates of tax in the overseas countries will be
between 23% and 42%.
– There may or may not be a double tax treaty between the UK and the overseas countries in which the companies
are resident. Where there is a treaty, it will be based on the OECD model treaty.
– None of the countries concerned levy withholding tax on dividends paid to UK companies.
– The directors of Acrux Ltd are concerned that the rate of tax suffered on the profits of the overseas companies
will be very high as they will be taxed in both the overseas country and in the UK.
Required:
(a) (i) Prepare detailed calculations to determine the most beneficial tax treatment of the payment Spica will
receive for her shares; (7 marks)
正确答案：
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第21题：
ORGANIZING A BUSINESS IN DIFFERENT WAYS Businesses are structured in different ways to meet different needs. The simplest form. of business is called an individual or sole proprietorship. The proprietor owns all of the property of the business and is responsible for everything. Another kind of business is a partnership. Two or more people go into business together. An agreement is usually needed to decide how much of the partnership each person controls. One kind of partnership is called a limited liability partnership. These have full partners and limited partners. Limited partners may not share as much in the profits, but they also have less responsibility for the business. Doctors, lawyers and accountants often form. partnerships to share their risks and profits. A husband and wife can form. a business partnership together. Partnerships exist only for as long as the owners remain alive. The same is true of individual proprietorships. But corporations are designed to have an unlimited lifetime. A corporation is the most complex kind of business organization. Corporations can sell stock as a way to raise money. Stocks represent shares of ownership in a company. Investors who buy stock can trade their shares or keep them as long as the company is in business. A corporation is recognized as an entity-its own legal being, separate from its owners. A board of directors controls corporate policies. The directors appoint top company officers. The directors might or might not hold shares in the corporation. Corporations can have a few major shareholders, or ownership can be spread among the general public. But not all corporations are traditional businesses that sell stock. Some non-profit groups are also organized as corporations.
1. This passage is mainly about ().
A. why different forms of business run
B. when different forms of business raise money
C. how different forms of business are organized
2. What is usually needed to decide the portion of the partnership each person controls?()
A. A rule.
B. An agreement.
C. A regulation.
3. Who are not included in limited liability partnerships?()
A. Full partners.
B. Limited partners.
C. Unlimited partners.
4. How can corporations raise money?()
A. By selling stock.
B. By buying stock.
C. By holding corporation shares.
5. Who controls corporate policies in a corporation?()
A. Chairman of the board.
B. A board of directors.
C. The owner of the corporation.
参考答案:1:C; 2:B;3:C; 4:A;5:B
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第22题：
___ is similar to whole life insurance except that the insured pays premium for only a limited number of years.A.term life insurance
B.whole life insurance
C.limited payment life insurance
D.endowment life insurance
正确答案：C
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第23题：
根据Hash函数的安全水平，人们将Hash函数分成两大类，分别是（）
- A、弱碰撞自由的Hash函数
- B、强碰撞自由的Hash函数
- C、强Hash函数
- D、弱Hash函数
正确答案:A,B