2 Marrgrett, a public limited company, is currently planning to acquire and sell interests in other entities and has askedfor advice on the impact of IFRS3 (Revised) ‘Business Combinations’ and IAS27 (Revised) ‘Consolidated and SeparateFinancial Statements’. The company is particularly concerned about the impact on earnings, net assets and goodwillat the acquisition date and any ongoing earnings impact that the new standards may have.The company is considering purchasing additional shares in an associate, Josey, a public limited company. Theholding will increase from 30% stake to 70% stake by offering the shareholders of Josey, cash and shares inMarrgrett. Marrgrett anticipates that it will pay $5 million in transaction costs to lawyers and bankers. Josey hadpreviously been the subject of a management buyout. In order that the current management shareholders may remainin the business, Marrgrett is going to offer them share options in Josey subject to them remaining in employment fortwo years after the acquisition. Additionally, Marrgrett will offer the same shareholders, shares in the holding companywhich are contingent upon a certain level of profitability being achieved by Josey. Each shareholder will receive sharesof the holding company up to a value of $50,000, if Josey achieves a pre-determined rate of return on capitalemployed for the next two years.Josey has several marketing-related intangible assets that are used primarily in marketing or promotion of its products.These include trade names, internet domain names and non-competition agreements. These are not currentlyrecognised in Josey’s financial statements.Marrgrett does not wish to measure the non-controlling interest in subsidiaries on the basis of the proportionateinterest in the identifiable net assets, but wishes to use the ‘full goodwill’ method on the transaction. Marrgrett isunsure as to whether this method is mandatory, or what the effects are of recognising ‘full goodwill’. Additionally thecompany is unsure as to whether the nature of the consideration would affect the calculation of goodwill.To finance the acquisition of Josey, Marrgrett intends to dispose of a partial interest in two subsidiaries. Marrgrett willretain control of the first subsidiary but will sell the controlling interest in the second subsidiary which will becomean associate. Because of its plans to change the overall structure of the business, Marrgrett wishes to recognise are-organisation provision at the date of the business combination.Required:Discuss the principles and the nature of the accounting treatment of the above plans under International FinancialReporting Standards setting out any impact that IFRS3 (Revised) ‘Business Combinations’ and IAS27 (Revised)‘Consolidated and Separate Financial Statements’ might have on the earnings and net assets of the group.Note: this requirement includes 2 professional marks for the quality of the discussion.(25 marks)

2 Marrgrett, a public limited company, is currently planning to acquire and sell interests in other entities and has asked

for advice on the impact of IFRS3 (Revised) ‘Business Combinations’ and IAS27 (Revised) ‘Consolidated and Separate

Financial Statements’. The company is particularly concerned about the impact on earnings, net assets and goodwill

at the acquisition date and any ongoing earnings impact that the new standards may have.

The company is considering purchasing additional shares in an associate, Josey, a public limited company. The

holding will increase from 30% stake to 70% stake by offering the shareholders of Josey, cash and shares in

Marrgrett. Marrgrett anticipates that it will pay $5 million in transaction costs to lawyers and bankers. Josey had

previously been the subject of a management buyout. In order that the current management shareholders may remain

in the business, Marrgrett is going to offer them share options in Josey subject to them remaining in employment for

two years after the acquisition. Additionally, Marrgrett will offer the same shareholders, shares in the holding company

which are contingent upon a certain level of profitability being achieved by Josey. Each shareholder will receive shares

of the holding company up to a value of $50,000, if Josey achieves a pre-determined rate of return on capital

employed for the next two years.

Josey has several marketing-related intangible assets that are used primarily in marketing or promotion of its products.

These include trade names, internet domain names and non-competition agreements. These are not currently

recognised in Josey’s financial statements.

Marrgrett does not wish to measure the non-controlling interest in subsidiaries on the basis of the proportionate

interest in the identifiable net assets, but wishes to use the ‘full goodwill’ method on the transaction. Marrgrett is

unsure as to whether this method is mandatory, or what the effects are of recognising ‘full goodwill’. Additionally the

company is unsure as to whether the nature of the consideration would affect the calculation of goodwill.

To finance the acquisition of Josey, Marrgrett intends to dispose of a partial interest in two subsidiaries. Marrgrett will

retain control of the first subsidiary but will sell the controlling interest in the second subsidiary which will become

an associate. Because of its plans to change the overall structure of the business, Marrgrett wishes to recognise a

re-organisation provision at the date of the business combination.

Required:

Discuss the principles and the nature of the accounting treatment of the above plans under International Financial

Reporting Standards setting out any impact that IFRS3 (Revised) ‘Business Combinations’ and IAS27 (Revised)

‘Consolidated and Separate Financial Statements’ might have on the earnings and net assets of the group.

Note: this requirement includes 2 professional marks for the quality of the discussion.

(25 marks)


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3 The directors of Panel, a public limited company, are reviewing the procedures for the calculation of the deferred taxprovision for their company. They are quite surprised at the impact on the provision caused by changes in accountingstandards such as IFRS1 ‘First time adoption of International Financial Reporting Standards’ and IFRS2 ‘Share-basedPayment’. Panel is adopting International Financial Reporting Standards for the first time as at 31 October 2005 andthe directors are unsure how the deferred tax provision will be calculated in its financial statements ended on thatdate including the opening provision at 1 November 2003.Required:(a) (i) Explain how changes in accounting standards are likely to have an impact on the provision for deferredtaxation under IAS12 ‘Income Taxes’. (5 marks)

5 Ambush, a public limited company, is assessing the impact of implementing the revised IAS39 ‘Financial Instruments:Recognition and Measurement’. The directors realise that significant changes may occur in their accounting treatmentof financial instruments and they understand that on initial recognition any financial asset or liability can bedesignated as one to be measured at fair value through profit or loss (the fair value option). However, there are certainissues that they wish to have explained and these are set out below.Required:(a) Outline in a report to the directors of Ambush the following information:(i) how financial assets and liabilities are measured and classified, briefly setting out the accountingmethod used for each category. (Hedging relationships can be ignored.) (10 marks)

2 Misson, a public limited company, has carried out transactions denominated in foreign currency during the financialyear ended 31 October 2006 and has conducted foreign operations through a foreign entity. Its functional andpresentation currency is the dollar. A summary of the foreign currency activities is set out below:(a) Misson has a 100% owned foreign subsidiary, Chong, which was formed on 1 November 2004 with a sharecapital of 100 million euros which has been taken as the cost of the investment. The total shareholders’ equityof the subsidiary as at 31 October 2005 and 31 October 2006 was 140 million euros and 160 million eurosrespectively. Chong has not paid any dividends to Misson and has no other reserves than retained earnings in itsfinancial statements. The subsidiary was sold on 31 October 2006 for 195 million euros.Misson would like to know how to treat the sale of the subsidiary in the parent and group accounts for the yearended 31 October 2006. (8 marks)Required:Discuss the accounting treatment of the above transactions in accordance with the advice required by thedirectors.(Candidates should show detailed workings as well as a discussion of the accounting treatment used.)

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 companythat 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 accumulateda large cash balance of £180,000, which is to be used to purchase a new factory. However, Bill and Ben havereceived an offer from a rival company, which they are considering. The offer provides Bill and Ben with twoalternative 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 offerterms 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 March2006 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 youranswer. (5 marks)

(b) For this part, assume today’s date is 1 May 2010.Bill and Ben decided not to sell their company, and instead expanded the business themselves. Ben, however,is now pursuing other interests, and is no longer involved with the day to day activities of Flower Limited. Billbelieves that the company would be better off without Ben as a voting shareholder, and wishes to buy Ben’sshares. However, Bill does not have sufficient funds to buy the shares himself, and so is wondering if thecompany could acquire the shares instead.The proposed price for Ben’s shares would be £500,000. Both Bill and Ben pay income tax at the higher rate.Required:Write a letter to Ben:(1) stating the income tax (IT) and/or capital gains tax (CGT) implications for Ben if Flower Limited were torepurchase his 50% holding of ordinary shares, immediately in May 2010; and(2) advising him of any available planning options that might improve this tax position. Clearly explain anyconditions which must be satisfied and quantify the tax savings which may result.(13 marks)Assume that the corporation tax rates for the financial year 2005 and the income tax rates and allowancesfor the tax year 2005/06 apply throughout this question.

(c) non-consolidated entities under common control. (4 marks)

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 runB. when different forms of business raise moneyC. how different forms of business are organized2. 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.

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