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7(g) Borrowings
(iii) Convertible notes 9
IFRS7(17) VALUE IFRS Plc issued 1,500,000 7% convertible notes for CU20 million on 23 January 2020. The
IAS1(79)(a)(vii)
notes are convertible into ordinary shares of the entity, at the option of the holder, or repayable on 23
January 2024. The conversion rate is 2 shares for each note held, which is based on the market
price per share at the date of the issue of the notes (CU6.10), but subject to adjustments for
reconstructions of equity. The convertible notes are presented in the balance sheet as follows:
2020 2019
CU’000 CU’000
Face value of notes issued 20,000 -
Other equity securities – value of conversion rights (note 9(b)) (3,500) -
16,500 -
* Interest expense is calculated by applying the effective interest rate of 9.6% to the liability component.
IAS32(17),(18),(28),(29) The initial fair value of the liability portion of the bond was determined using a market interest rate for
(AG31)(a)
an equivalent non-convertible bond at the issue date. The liability is subsequently recognised on an
amortised cost basis until extinguished on conversion or maturity of the bonds. The remainder of the
proceeds is allocated to the conversion option and recognised in shareholders’ equity, net of income
tax, and not subsequently remeasured.
7(g) Borrowings
(vii) Fair value 6,7
IFRS7(25),(29)(a) For the majority of the borrowings, the fair values are not materially different from their carrying
amounts, since the interest payable on those borrowings is either close to current market rates or the
borrowings are of a short-term nature. Material differences are identified only for the following
borrowings:
2020 2019
Carrying Carrying
amount Fair value amount Fair value
CU’000 CU’000 CU’000 CU’000
IFRS13(97),(93)(b),(d) The fair values of non-current borrowings are based on discounted cash flows using a current
borrowing rate. They are classified as level 3 fair values in the fair value hierarchy (see note 7(h)) due
to the use of unobservable inputs, including own credit risk.
IFRS13(93)(c) There were no transfers between levels 1 and 2 for recurring fair value measurements during the year.
For transfers into and out of level 3 measurements see (iii) below.
IFRS13(95) The group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of
the reporting period.
IFRS13(76),(91)(a) Level 1: The fair value of financial instruments traded in active markets (such as publicly traded
derivatives, and equity securities) is based on quoted market prices at the end of the reporting period.
The quoted market price used for financial assets held by the group is the current bid price. These
instruments are included in level 1.
IFRS13(81),(91)(a) Level 2: The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter derivatives) is determined using valuation techniques which maximise the use of
observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.
IFRS13(86) Level 3: If one or more of the significant inputs is not based on observable market data, the instrument
is included in level 3. This is the case for unlisted equity securities.
IFRS13(93)(h)(i) * There were no significant inter-relationships between unobservable inputs that materially affect fair values.
IFRS13(93)(g)
(vi) Valuation processes
The finance department of the group includes a team that performs the valuations of non-property
items required for financial reporting purposes, including level 3 fair values. This team reports directly
to the chief financial officer (CFO) and the audit committee (AC). Discussions of valuation processes
and results are held between the CFO, AC and the valuation team at least once every six months, in
line with the group’s half-yearly reporting periods.
The main level 3 inputs used by the group are derived and evaluated as follows:
• Discount rates for financial assets and financial liabilities are determined using a capital asset
pricing model to calculate a pre-tax rate that reflects current market assessments of the time value
of money and the risk specific to the asset.
• Risk adjustments specific to the counterparties (including assumptions about credit default rates)
are derived from credit risk gradings determined by VALUE IFRS Plc’s internal credit risk
management group.
• Earnings growth factors for unlisted equity securities are estimated based on market information
for similar types of companies.
• Contingent consideration – expected cash inflows are estimated based on the terms of the sale
contract (see note 15) and the entity’s knowledge of the business and how the current economic
environment is likely to impact it.
Changes in level 2 and level 3 fair values are analysed at the end of each reporting period during the
half-yearly valuation discussion between the CFO, AC and the valuation team. As part of this
discussion the team presents a report that explains the reason for the fair value movements.
IFRS7(11)(a) The company determines the amount of fair value changes which are attributable to
credit risk by first determining the changes due to market conditions which give rise
to market risk, and then deducting those changes from the total change in fair value
of the convertible debentures. Market conditions which give rise to market risk
include changes in the benchmark interest rate. Fair value movements on the
conversion option embedded derivative are included in the assessment of market risk
fair value changes.
IFRS7(11)(b) The company believes that this approach most faithfully represents the amount of
change in fair value due to the company’s own credit risk, as the changes in factors
contributing to the fair value of the convertible debentures other than changes in the
benchmark interest rate are not deemed to be significant.
Defaults and breaches in relation to financial liabilities
IFRS7(18) (c) Example disclosures for a default in relation to a borrowing could read as follows:
In the third quarter, the group was overdue paying interest on bank borrowings with a
carrying amount of CU2,000,000. The group experienced a temporary shortage of
cash, because cash outflows in the second and third quarters were higher than
anticipated due to business expansions. As a result, interest of CU75,000 was not
paid on the due date of 31 September 2020.
The company has since paid all outstanding amounts (including additional interest
and penalties for late payment) during the fourth quarter.
Management expects that the company will be able to meet all contractual
obligations from borrowings on a timely basis going forward.