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WORKING 1
Rights issue (CU1,827,777/[CU1.55 – 20%]) 1,474,014 shares
Plus existing shares (CU980,000/CU0.50) 1,960,000 shares
Total 3,434,014 shares
(b) (ii)
Rights issue Debenture issue
Gearing % (see Working 2) (CU2,550,000/CU7,560, 33.7% 58.5%
777)
(CU4,377,777/CU7,480,
944)
WORKING 2
Profit after tax/earnings (part (a)) 420,700 267,167
Dividends Existing shares (5p × (980/CU0.50)) (98,000) (98,000)
New shares (5p × 1,474,014) (73,700) 0
Retained profit 249,000 169,167
© The Institute of Chartered Accountants in England and Wales, March 2009 177
Business plans, dividends and growth
Note: an alternative calculation in this gearing calculation, i.e. using the nominal value of the new
debentures issued (CU2,193,332 – see below), would not have been penalised.
10% Debenture issue (CU1,827,777 12%/10%) = CU2,193,332 nominal value
(c) NP's current earnings per share figure is 9.25 pence. This is significantly lower than both of the
forecast earnings per share figures for the forthcoming year.
The debentures issue will lead to a higher earnings per share figure for shareholders than the rights
issue of shares.
Debenture issue: the risks associated with this issue are greater than those associated with the rights
issue. The level of gearing under the debenture issue option might be considered far too high in
relation to the expected returns. The interest cover ratio under this option of 1.49
(CU1,155,000/773,333) is also low. From the company viewpoint, the level of interest payments under
this option will prove a burden unless profits can be maintained at a high level.
Do the existing debenture holders have any collateral, e.g. on the company's non-current assets? Will
the new debenture holders expect something similar? Is there potential conflict here? Is there
sufficient security for these borrowings – the current book value of the assets is only CU3,518,000
(plus new assets of CU950,000). What is the market value of the non-current assets?
Rights issue: although the EPS is less than for the debenture issue, it will be higher than in 20X6. The
level of gearing is much lower than under the debenture issue option. Also it gives a lower level of
gearing than the current one. The interest cover ratio of 2.08 is higher than that for the debenture
issue. Shareholders may find it difficult to raise the required finance to subscribe to the issue because
the rights issue equates to 75% (1,474,014/1,960,000) of the existing shares in issue. This may limit the
potential success of the issue.
(d) Working capital typically comprises inventories, trade receivables, bank/cash and trade payables.
Contrary to management's view, NP's expansion into northern England and Scotland is likely to affect
its level of working capital required as follows:
It would be prudent to carry sufficient additional inventory to avoid the embarrassment of a 'stock out'
(which could cause a loss of customers in the future). With inventory, NP must strike a balance
between the costs of 'stock outs', ordering costs and holding costs.
To encourage potential new customers in northern England and Scotland to buy its products, NP
would be unwise not to offer credit terms on its 'new' sales – thus the level of trade receivables will
increase.
In contrast NP should continue with its policy of purchasing goods on credit and, once the ten day
adjustment has been made to the creditors' payment period, the expansion of trade means that the
level of trade payables will increase, which will reduce NP's working capital investment.
Marking guide
Marks
(a) Calculation 1
(b) (i) Calculation: 1 mark per line max 7
(ii) Calculation: 1 mark per line max 5
(c) 1 mark per paragraph max 5
(d) 1 mark per paragraph max 4
22
178 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
42 Wentworth Ltd
(a) The potential reasons are as follows.
(1) The existence of limited investment opportunities due, for example, to the maturity of existing
product lines or a downturn in the market for the company's goods or services
(2) Traditionally strong cash flows generated by the business
(3) To signal confidence in the future of the company, thereby raising the company's stock market
rating (and facilitating future financing) as well as impacting positively on the share price
(4) The knowledge that an actual or potential shareholder clientele prefers a high dividend payout
policy
(5) As a discipline on their managers (thereby addressing the classic agency problem), who will more
often have to seek out funds from the market to fund investment and, therefore, be called upon
to justify proposals to potential investors, rather than simply being able to rely on the use of
internally generated funds
(6) The 'bird in the hand' theory – the company may be persuaded that the market will value more
highly a firm that pays dividends and issues shares to finance a new investment, than one that uses
retentions
(b) This refers to the theory of dividend policy irrelevance, first developed by Modigliani and Miller (M&M)
in 1961. They showed the irrelevance of dividends in a world without taxes, transaction costs or other
market imperfections. M&M showed that if a company has a set investment and borrowing policy, the
source of equity finance (retained earnings or new issues of equity) had no impact on shareholder
wealth – the gain or loss to existing shareholders is the same whether a reduction in dividend
(retained earnings) or a new issue of shares was used to finance an investment. Therefore, the
dividend decision was irrelevant. In other words, if a change in dividend policy leaves the present value
of future dividends unchanged, then that policy must be irrelevant. It does not matter when the
dividends occur, provided that their present value is maximised.
(c) In practice there are a number of reasons why those directors who feel that dividend policy is not an
irrelevance may have a point. The practical risks involved in changing an established dividend policy
comprise:
(1) It is argued that companies attract a clientele of investors who favour their current dividend
policy for tax, cash flow and other reasons. Any change in policy could cause this clientele to
dispose of their shares, in turn causing the share price to fall.
(2) Dividends resolve uncertainty, such that investors may prefer high payout policies, as they regard
future capital gains as uncertain. If investors are rational they will perceive future dividends and
gains to be equally risky, but evidence suggests they tend not to be fully rational, preferring a
current dividend to a cut and the promise of future increased dividends.
(3) Similarly, in the absence of perfect information, dividends will be used as information signals by
shareholders of future earnings and dividends. In the short term, a share price might fall as a
result of a dividend cut to finance an investment, since investors might have incomplete
information regarding the new investment and may consequently revise downwards their future
dividend expectations. This may also affect the firm's cost of capital.
(4) Any change in dividend policy may adversely affect either investors (e.g. tax) or the firm (e.g.
share price fall).
(d) Shareholders who are faced with a dividend cut which is not their preference can 'manufacture' a
dividend by selling shares or conversely, can purchase shares out of dividend income to cancel out, to
a certain extent, the effect of the dividend.
The company could use the option of a scrip dividend, where shares are issued as dividend rather than
cash. This would enable the company to maintain its current level of dividend whilst conserving
liquidity, although the extent to which this might be achieved would depend on the precise terms of
the scrip dividend on offer. A scrip dividend can either be in one of two 'normal' forms 1) for example,
© The Institute of Chartered Accountants in England and Wales, March 2009 179
Business plans, dividends and growth
a 1 for 10 scrip dividend in place of the usual cash dividend – this would maximise liquidity
preservation; or 2) a choice between cash or scrip dividend – which would conserve liquidity only to
the extent that shareholders opt for the scrip dividend; or it can be undertaken in its 'enhanced' form,
where a choice would be given between a cash dividend and an enhanced scrip dividend, to encourage
uptake of the scrip option and therefore encourage liquidity preservation.
This strategy, therefore, would, to some extent, address both the risks inherent in an absolute change
(cash reduction) in dividend policy, whilst maintaining the actual level of the dividend and preserving
liquidity.
Lesser credit was also given for suggestions to pass or reduce the dividend (or to adopt a residual
dividend policy that would lead to either of these options), accompanied by clear communication to
the market of the reasons behind the decision.
Marking guide
Marks
43 Krenn Ltd
Notes for the directors regarding a decision on a cash surplus
Director A
This business seems not to be in a growth phase: there seems to be no growth in sales. It seems to be in a
maturity phase. There is a danger that it may slip into a decline phase if something is not done to innovate.
Past experience may have been unsuccessful, but a change in consumer tastes or the entry of a competitor
could be disastrous.
Putting the cash in the bank is not using it more effectively, in terms of wealth generation, than the
shareholders could do for themselves, given the level of risk. This puts the cash on the margin for returning
to the shareholders.
The shareholders do not wish, presumably, to have their funds invested in such a low risk asset as a bank
deposit account. If so, they would have kept their funds and invested for themselves.
This director's comments may arise from a desire to have a relatively risk-free investment that would
protect the directors' position. This could be an example of an agency cost to the shareholders, with the
best interests of the shareholders conflicting with those of the directors.
Director B
It is true that a cash mountain could be a reason for a takeover attempt. A predator could see this as a way
to pick up some liquid resources cheaply.
Cancelling shares would affect the gearing ratio by increasing it. Both the traditional view of gearing and the
post-tax Modigliani and Miller position (and taking 'bankruptcy' cost into account) conclude that there is an
optimum gearing ratio. Whether such a reduction in gearing would be beneficial or detrimental depends on
the company's position relative to this optimum.
The gearing change could be seen, however, as moving back towards the position before the cash started to
build up. Having cash on interest-yielding deposit can be seen as negating the equivalent amount of gearing.
180 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
This is because the deposit provides a fairly steady stream of income that would roughly match the servicing
of the equivalent amount of debt finance.
Altering the gearing ratio may cause some existing shareholders to want to sell their shares and reinvest
elsewhere in investments that they feel more comfortable (the 'clientele' effect). This could lead to net
reductions in shareholders' wealth.
It is argued that cancelling shares increases the share price because it lessens supply. However, this seems a
dubious conclusion in the context of capital market efficiency. Even if this were true, the effect of a shift in
gearing may well have an effect on share price.
Again, there may be an agency problem. A takeover may possibly increase the shareholders' wealth. It may
very well have an adverse effect on the directors' welfare.
Director C
This is a possibility but it would have a significant effect on gearing. All of the points made on gearing with
reference to Director B's comments apply here.
Director D
A large dividend is not necessarily the answer. According to Modigliani and Miller, dividend policy does not
in theory affect shareholders' wealth. In practice issues like tax and dealing charges are likely to have an
effect.
There appears to be a 'clientele' effect with dividend policy. Shareholders moving from one company to
another will cause wealth losses.
Thus a sudden change in dividend policy may well not improve market sentiment towards the company.
Though in theory it is always open to shareholders to negate dividends through reinvesting the proceeds in
shares, this action normally has costs attached.
Again, there could be an agency issue here, with the objective of the director to avoid a takeover.
Marking guide
Marks
© The Institute of Chartered Accountants in England and Wales, March 2009 181
Business plans, dividends and growth
44 Duofold Ltd
(a) Mr Jones' options
Ex-rights price of the company's ordinary shares
(10m CU1.80) CU5m CU2m
= CU1.6666
10m 5m
He could reasonably sell his rights for CU1.6666 – CU1.00 = 66.66p
Option 1: Take up his rights
CU
Wealth prior to the rights issue = 2,000 CU1.80 3,600.00
Wealth post the rights issue = 3,000 1.6666 4,999.80
Less Cost of rights issue = 1,000 1.00 (1,000.00)
3,999.80
He is therefore CU399.80 better off as a result of taking up his rights.
Option 2: Sell his rights for 66.66p
CU
Wealth prior to the rights issue = 2,000 CU1.80 3,600.00
Wealth post the rights issue = 2,000 CU1.6666 3,333.20
Plus Proceeds of sale of rights = 1,000 66.66p 666.60
3,999.80
He is therefore CU399.80 better off as a result of selling his rights.
Option 3: Do nothing
CU
Wealth prior to the rights issue = 2,000 CU1,80 3,600.00
Wealth post the rights issue = 2,000 CU1.6666 3,333.20
182 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
Marking guide
Marks
(a) Ex-rights price 1
Price to sell rights 1
Option 1 1½
Option 2 1½
Option 3 1½
Mmaxx 6
(b) Value combined 1
Value alone 1
Conclusion 1
Justifications 2
5
(c) 1 mark per point 4
M&M assumptions 2
6
17
45 Portico Ltd
Notes on dividend policy for a company in Portico's position
In theory, companies should make all investments available to them that increase shareholder value (i.e. all
positive NPV investments, when discounted at the shareholders' opportunity cost of capital). Any funds
remaining after undertaking such investments should be distributed to shareholders as dividends so that the
shareholders can invest them as they see fit. The dividend decision is, therefore, a residual decision. As a
company's share price is the PV of its future dividends, shareholders should be indifferent about how the PV
is made up (i.e. the size of each year's dividend).
© The Institute of Chartered Accountants in England and Wales, March 2009 183
Business plans, dividends and growth
One point of view is that individual shareholders who dislike a particular dividend policy can adjust the cash
flows to suit their own needs. They can do this by 'creating' dividends through the sale of shares or
conversely they can buy more shares to cancel the effect of dividends. One drawback to this strategy,
however, is the question of transaction costs in the real world.
However, in practice, Portico's dividend policy will be affected by a number of other issues than purely its
own investment policy.
Dividend signalling. In reality, shareholders do not have perfect information concerning the future
prospects of the company, so the pattern of dividend payments actually functions as a key indicator of likely
future performance (increased dividends is taken as a signal of confidence which causes estimates of future
earnings to increase, so increasing the share price, and vice versa). This supports the argument for the
relevance of dividend policy and the need for a stable (and increasing) dividend pay-out.
Preference for current income (as displayed by certain of the private shareholders referred to by
Director B). This implies that many shareholders will prefer companies which pay regular dividends and will,
therefore, value their shares more highly.
Clientele effect. Investors may be attracted to firms by their dividend policy, for example, because it suits
their particular tax position. Major changes in dividend policy may well upset particular clienteles who may
then sell their shares, so pushing down the share price. While this may be off-set by other clienteles buying
the shares and boosting the share price, the climate of uncertainty concerning long-term dividend policy
often depresses the share price.
Cash. Shortage of cash can affect dividend policy, although money may be borrowed to fund a dividend
payment to avoid negative signalling effects. In summary, companies should establish a dividend policy which
is stable, which sets a stable, rising dividend per share, and which sets the dividend at a level below
anticipated earnings to provide for new investment (avoiding the need for new share issues) and to provide
a cushion if an unexpected fall in earnings is experienced. Excess earnings over investment needs and
normal dividends can be returned to shareholders via a special dividend or used to repurchase the firm's
shares.
Director A's comments reflect the dividend valuation model but overlook the issues of both the funds
available to a company and the investment calls on the company in any given year. Furthermore, Modigliani
and Miller showed that, in the absence of taxes and transaction costs, dividends are irrelevant to the value
of a company. In principle, it does not matter when dividends occur, provided that their PV is maximised.
Furthermore, transaction costs somewhat undermine the director's comments on raising new finance.
Director B's comments are illustrative of the clientele effect as discussed above.
Addressing the issue of differing shareholder preferences
The way in which a company will try to address the issue of differing preferences of different groups of
shareholders depends on the current mix of shareholders (which the company must remain aware of at all
times), what other similar companies do, and the effect that changes in dividend payout have had on the
share prices of similar companies in the past. It is vital that the company makes clear to shareholders what
its long-term dividend policy is, why any changes in dividend policy are being made and what the likely effect
will be on shareholder value of any future proposed investments.
In reality, the aspirations of the new management team may mitigate against the family shareholders' desire
for dividend payments as required and so the only way ahead is to communicate a planned, long-term
dividend policy even if this means driving away those family shareholders.
The relationship between a company's dividend policy and the 'agency problem'
This is apparent in the way that managers/directors do not necessarily act in the best interests of
shareholders. Shareholders may seek to keep some control over their money by insisting on high pay-out
ratios (in line with Director A's comments), thereby forcing managers/directors wanting new funds for
investment to justify why the investment is sound. However, there is an agency cost here in the form of the
cost of the new share issue.
Managers/directors may, therefore, be motivated to adopt a low dividend pay-out policy which circumvents
this need to justify projects by creating retained earnings which can be used to fund new projects. Even if
they do this, however, there may still be an agency cost for shareholders in that managers may invest in
184 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
empire building projects rather than in those that maximise shareholder wealth. In addition, an over-
reliance on retentions can lead to dividend cuts which upset shareholders, depress the share price and
increase the cost of equity.
Marking guide
Marks
General points 4
Dividend policy factors 5
Director comments 3
Different preferences 3
Agency problem 3
Maximum 18
Total available 16
46 Biojack Ltd
(a) Estimation of the new dividend
CU0.13
Current share price = + CU0.13 = CU1.31
0.11
The new dividend (d) is given by
d ÷ 0.14
CU1.31 =
1+ 0.14
© The Institute of Chartered Accountants in England and Wales, March 2009 185
Business plans, dividends and growth
Marking guide
Marks
47 Safeway Ltd
(a) Organic growth v acquisition
Organic growth normally means relatively slow growth, financed by profits and limited amounts of
borrowing.
A business such as Morrisons remains firmly in control of the growth process as a result of such a
strategy and is not dependent on lenders.
The main risk of such a strategy is that slow growth may mean losing out to competitors in the market
place.
Growth by acquisition means buying businesses to expand group revenue.
Often this means raising or borrowing money to finance growth.
This carries the risk of dependence on borrowers or on shareholders' expectations of prompt
returns.
Wal-Mart is exceptional in generating funds to finance its own acquisition programme.
There is a risk that acquired businesses may take time and management time and effort to assimilate.
(b) Financial and operational gearing
Financial gearing is the relationship between borrowed money and shareholders' funds.
It may be represented as
Debt
Debt Equity
Operational gearing is the relationship between fixed costs and variable costs.
Sainsbury's would need to borrow money to buy Safeway. This would represent an increase in its
financial gearing.
Sainsbury's would acquire fixed costs (for the Safeway supermarkets) and variable costs (to pay the
people to run the ex-Safeway supermarkets and to buy the products to be sold in them).
Sainsbury's sale of stores and closure of Safeway head office would reduce fixed costs and borrowings.
It would also reduce variable costs.
186 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
(c) Stakeholders
Shareholders
Immediate 'cash' from Wal-Mart, Sainsbury's
but loss of flow of income
Shares from Morrisons offer continuing interest in business and/or sector
but there is a risk of poor performance, especially in the period of assimilation
Employees
A takeover risks redundancies for some
but it may provide secure long-term future
Customers
Safeway customers may lose their favoured brands
but they will have the convenience of their 'local supermarket' continuing
Suppliers
Some may not continue as suppliers.
Suppliers who continue may be expected to reduce prices
but continuing suppliers will have the prospects of bigger volumes and bigger overall profits
Lenders
With the Sainsbury's offer existing lenders might be concerned with the increase in debt
A larger and more diversified company is likely to meet interest payments more easily
Professional advisers and banks
Will expect increased income as a result of any takeover activity
Marking guide
Marks
© The Institute of Chartered Accountants in England and Wales, March 2009 187
Business plans, dividends and growth
48 Sunnydaze Ltd
(a) Evaluation of the offer price
Year 20X1 20X2 20X3 20X4
CUm CUm CUm CUm
Tents etc (1.000)
Tax depreciation (W1) 0.075 0.056 0.169
Operating cash flows (W2) 0.633 0.652 0.672
Tax thereon (0.190) (0.196) (0.202)
Working capital (W3) (0.126) (0.003) (0.004) 0.133
(1.126) 0.515 0.508 0.772
Discount factors (W4) 1.0000 0.8669 0.7514 0.6514
Discounted values (1.126) 0.446 0.382 0.503
Net present value = CU0.205m
The price that Sunnydaze would ask is CU205,000.
WORKINGS
(1) Tax depreciation
Year CUm CUm
20X2 Cost 1.000
TDA (0.250) @ 30% 0.075
0.750
20X3 TDA (0.188) @ 30% 0.056
0.562
20X4 Disposal –
Balancing allowance 0.562 @ 30% 0.169
(2) Operating cash flows
Real terms sales =(CU1.000m ×0.2) +(CU1.200m ×0.5) +(CU1.400m ×0.3)
= CU1.220m
Money (or nominal) operating profits
CUm
20X2 [(CU1.220m 0.75) – CU0.300] (1.03) 0.633
20X3 [(CU1.220m 0.75) – CU0.300] (1.03)2 0.652
20X4 [(CU1.220m 0.75) – CU0.300] (1.03)3 0.672
(3) Working capital
Increment Cumulative
At 31 December CUm CUm
20X1 (CU1.220 1.03) 10% (0.126) (0.126)
20X2 [(CU1.220 1.032) 10%] – 0.126 (0.003) (0.129)
20X3 [(CU1.220 1.033) 10%] – 0.129 (0.004) (0.133)
20X4 0.133 zero
(4) Discount factors
20X2 1[(1 + 0.12) (1 + 0.03)] = 0.8669
20X3 1[(1 + 0.12) (1 + 0.03)]2 = 0.7514
20X4 1[(1 + 0.12) (1 + 0.03)]3 = 0.6514
188 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
© The Institute of Chartered Accountants in England and Wales, March 2009 189
Business plans, dividends and growth
or in France. The personal assets (e.g. houses) of the buy-out team might provide some or all of the
security.
Leasing or hire-purchasing the tents could be possibilities.
A business angel could be another possibility.
Marking guide
Marks
190 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
This compares with CU10 million offered by the rival and by the MBO.
© The Institute of Chartered Accountants in England and Wales, March 2009 191
Business plans, dividends and growth
Marking guide
Marks
Report format 1
Option 1: I mark per point max 3
Option 2: I mark per point max 4
Option 3: I mark per point max 3
Option 4: I mark per point max 3
Maximum 14
Total available 12
192 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
tends to lead to assets being sold off for much less than they are worth to the shareholders on a 'going
concern' basis.
Thus a balance needs to be struck between taking advantage of tax relief and avoiding the costs of
bankruptcy. Where this balance lies is very difficult to say and, in practice, a matter of managerial
judgement.
Factors that tend to be involved include the following.
Whether the business has sufficient profits to take advantage of tax relief on interest payments –
not a problem with BJH
Whether the business can provide security, normally in the form of suitable assets – probably not
a problem for BJH with the lorries and the land itself
The type of assets that the business owns – if they tend to have relatively high realisable values,
bankruptcy cost would be less
The extent to which revenues fluctuate – high gearing is not consistent with fluctuating profits;
much of your business comes from the building trade, which tends to have peaks and troughs of
demand
The level of operating gearing (fixed costs to total costs) – high operating gearing leads to profit
fluctuations which capital gearing would add to; a business like BJH tends to have relatively high
fixed costs
The attitude of the shareholders – if they are prepared to take more risk for higher rewards,
higher capital gearing may be appropriate.
For your size of business CU500,000 is a large loan. On the other hand, you are presently paying rent
which I presume is commensurate with prospective interest payments, with broadly the same
implications, i.e. failure to pay implies eviction from the site. Borrowing to buy the site would lower
your operating gearing, but increase your capital gearing.
Sources of finance
Equity
New issue
The most obvious source of equity is a rights issue to existing shareholders. This has the advantage of
being relatively cheap to issue and does not provide the company with much of a problem regarding
the issue price. A key issue here is the extent to which the shareholders have the funds necessary to
take up new shares. They may also lack willingness to make further investment in the company. On
the other hand, they will see the company's problem and may be prepared to help if they can.
Normally, equity is rather more expensive to the company than debt; investors expect higher returns
than for debt, but their returns are distinctly more risky. This tends to be less of an issue with a
private company.
It is possible that the directors would consider taking the company public. There are companies as
small as this listed on the Alternative Investment Market (AIM), but this is very much at the lower end.
For this size of company the fixed costs of an AIM listing are very high. Moreover, the potential loss of
control, together with the exposure to public scrutiny associated with an AIM listing, would probably
not be welcome to the company.
A more fruitful area for an equity issue might be a business angel or a venture capitalist. Such investors
tend to need the prospect of high returns and an exit route for their investment. This means that such
investors are interested only in expanding companies that can be foreseen to be likely to be taken
over or to go public within a reasonable time.
Retained earnings
This is an important source of new finance to Bangladesh companies, but it is slow. It would not be
suitable in this case, since all of the company's available funds are already committed. There is the
© The Institute of Chartered Accountants in England and Wales, March 2009 193
Business plans, dividends and growth
option of waiting, perhaps a few years, until retained earnings build up before making the investment
but, commercially, this may not be realistic.
Retaining profit normally has implications for dividend policy and, possibly, for shareholder wealth, but
this too may not be a big issue for this company.
Term loan from a bank or similar institution
Your bank may well be prepared to lend you the money, or to put you in touch with another lender.
My firm has corporate finance contacts, which may be able to advise, if necessary.
A term loan tends to be tailored to the needs of the borrower. It may involve partial repayment of the
principal (the amount borrowed) with interest payments over the period of the loan (like a repayment
mortgage) or interest only payments until the loan is due to be repaid. Term loans tend to be very
cheap to negotiate.
Interest rates tend to be low where there is good security, which there would be in this case where
the site value would provide a good basis. Lenders would tend to want a margin of safety, so would be
reluctant to lend CU500,000 on the security of an asset costing that much. It may be that other assets
could also be pledged as security, or that other sources (see below) could reduce the amount
required.
It is not unusual for lenders to impose covenants or restrictions on the borrower, e.g. insisting that it
maintains a particular current assets/current liabilities ratio.
This type of finance looks as if it may be the most appropriate for BJH and should be seriously
considered.
Loan stocks
In theory this is a possibility but, for a small family company, it is probably not very practical. Probably
the main benefit of loan stocks is their transferability, but without a listing this is probably not an issue.
Working capital
It may well be worth assessing whether there is any scope for generating some cash from the
company's working capital. For example, might it be possible for you to reduce trade receivables
and/or increase trade payables? There is clearly little scope with inventory since you hold very little.
Anything that you can obtain from working capital, provided that you are prudent, would have little or
no cost. The amounts involved here would certainly not make great inroads on CU500,000, but it
might be worth considering.
Unused non-current assets
Are there any assets that you do not use or are not used profitably? If there are, and they could be
sold, cash could be generated. As with working capital, any cash sourced from here would be relatively
little.
(b) (i) Critical comments on the spin-off statement
The statement is comprehensively wrong. A spin-off occurs where a company takes a definable
part of its activities and places it in another, subsidiary company. It then hands out the shares in
the subsidiary to the members of the original company pro rata their shareholding in the latter.
Usually a stock exchange listing is obtained for the new, spun-off company.
The reasons for doing this are typically twofold.
A desire to give the spun-off company its own distinct identity, which might enhance overall
shareholder value.
To avoid a takeover attempt for the whole company, by making the spun-off element more
expensive.
Thus no new finance is raised and there is no effective change in ownership of any of the assets
of the original company.
What is described in the quote is a 'sell-off'.
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ANSWER BANK
Marking guide
Marks
51 Megagreat Ltd
(a) Evaluation of a takeover offer
Value of an Angelic Ltd share (P0) = D1 / (ke – g)
= 0.37 / (0.12 – 0.05)
= CU5.29
0.43 (1.07)
0.43 0.43 0.11 0.07
Value of an Megagreat Ltd share =
1.11 1.112 1.112
= CU10.07
CU6 (3 CU10.07)
The holder of one A Ltd share will receive = CU9.05
4
Therefore, accept the bid.
(b) Discussion of the limitations of the calculations in (a) as the basis of a decision
Possible reasons include the following.
Lack of confidence in the estimates on which the calculations are based.
Unwillingness on the part of A Ltd shareholders to hold M Ltd shares – dividend policy, level of
capital gearing etc and the cost of share dealing charges to move out of M Ltd shares.
It looks as if these two companies may have a different risk profile and A Ltd shareholders may
not be happy with this.
The cash payment may not be appealing to A Ltd shareholders because of the potential capital
gains tax charge to which this may give rise.
© The Institute of Chartered Accountants in England and Wales, March 2009 195
Business plans, dividends and growth
(c) Suggestions on how a target company's share price would tend to move when a takeover
offer is announced
If the market were to accept the estimates and believe that the bid would be successful and disregard
the factors in (b), A Ltd's share price would tend immediately to move to CU9.05.
If the market were to believe that the bid would be successful, but M Ltd would have to increase its
bid to succeed, the price would tend to rise to more than CU9.05.
If the market were to believe that the bid would be unsuccessful the A Ltd share price would tend to
remain at its present level.
Changes in market perceptions during the bid period may cause the share price to move around to
reflect those changes.
(d) Suggestions for strategies for growth without making takeovers
Alternatively, growth could be achieved organically by undertaking internally-generated projects,
perhaps using retained earnings to finance them.
Another growth strategy might be to 'buy-in' parts of other businesses, perhaps large parts, without
going for a full takeover. Buy-ins tend to involve only the assets, whereas takeovers involve the whole
of the business including the liabilities.
Marking guide
Marks
52 Thebean Ltd
(a) When choosing between an issue of debt and an issue of equity finance, a company needs to consider
the following factors.
(i) Risk – additional debt finance will increase the gearing of the company, and increases its financial
risk because of the commitment to meet interest payments. There is no such commitment to
make dividend payments to shareholders.
(ii) Cost – debt is cheaper than equity because of the requirement to pay interest. This interest is
deductible when calculating taxable profit. It is also less risky from an investor's perspective,
because lenders have priority over equity shareholders in the event of liquidation. Debt finance is
often secured on the assets of the company to provide security.
(iii) Maturity – debt finance will ultimately need to be repaid, whereas equity finance does not. If a
company has to pay back a large amount of debt this can severely stretch the available cash
resources if there is no method of refinancing in place.
196 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
(iv) Availability – both equity and debt finance can be unavailable to companies for various reasons.
The terms of a share issue or loan may be unacceptable, or there may be little enthusiasm for a
rights issue.
(v) Control – both debt and equity finance have implications for the control of the company. A
large issue of new shares via an offer for sale could bring in new shareholders with a different set
of interests or objectives as well as legal rights to appoint directors and auditors. An issue of debt
may necessitate the meeting of certain covenants on the part of the company (such as a certain
level of interest cover that must be met at all times). The company will need to report on its
performance against such covenants to the lender on a regular basis.
(vi) Flexibility – debt financing is more flexible in that specific amounts can be borrowed for a range
of rates and maturities. Also, generally debt is easier to repay (depending on the terms).
(b)
Debt finance Equity finance
CU'000 CU'000
Sales 65,400 65,400 60,000 1.09
Variable cost of sales (36,788) (36,788) 45,000 75% 1.09
Fixed cost of sales (11,250) (11,250) 45,000 25%
© The Institute of Chartered Accountants in England and Wales, March 2009 197
Business plans, dividends and growth
Marking guide
Marks
53 Fituup Ltd
(a) Forecast income statements
Year 20X5 20X6 20X7
CU'000 CU'000 CU'000
Revenue 53,200 61,180 70,357 Up 15%
Cash based costs and expenses (39,741) (42,125) (44,652) Up 6%
Depreciation – (1,050) (1,050) 0% straight line on CU10.5
million.
Operating profit 13,459 18,005 24,655
Finance costs (4,680) (4,680) (4,680) Unchanged
Profit before tax 8,779 13,325 19,975
Tax (2,634) (3,525) (5,717) W1
Profit after tax 6,145 9,800 14,258
Dividend (2,458) (2,556) (2,658) Up 4%; paid following year
Retained profit for the year 3,687 7,244 11,600
Retained earnings b/f 8,314 15,558
Retained earnings c/f 15,558 27,158
WORKING 1
Tax payable
20X6 20X7
CU'000 CU'000
Plant value at start of year 10,500 7,875
Tax depreciation (25% reducing balance) (2,625) (1,969)
198 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
© The Institute of Chartered Accountants in England and Wales, March 2009 199
Business plans, dividends and growth
Liquidity position
However, the results cannot be looked at in isolation of the company's liquidity position. The
investment and rapid growth will cause a significant drop in the cash resources during 20X6, though
this is predicted to turn round in 20X7.
The liquidity ratios will change as follows:
20X5 20X6 20X7
CU'000 CU'000 CU'000
Inventories 7,893 7,893 7,893
Trade receivables 6,475 7,446 8,563
Cash 347 9,518
14,715 15,339 25,974
Current liabilities
Trade payables 4,988 5,287 5,604
Other payables: Dividends 2,458 2,556 2,658
Overdraft 2,433
7,446 10,276 8,262
Marking guide
Marks
200 © The Institute of Chartered Accountants in England and Wales, March 2009
ANSWER BANK
54 Narmer Ltd
(a) (i) Forecast income statements for the year ended 31 December 20X5
Debenture issue Share issue
CU'000 CU'000
Sales revenue (17.5 + 6) 23,500 23,500
Cost of sales and expenses (bal. fig.) (20,292) (20,292)
Operating profit (W) 3,208 3,208
Interest payable (400 + 10% 4,000) (800) (400)
Profit before tax 2,408 2,808
Tax at 30% (722) (842)
Profit after tax 1,686 1,966
430 (545) (636)
Dividends ( at = 32.33%)
1,330
Retained profit for the year 1,141 1,330
WORKING
2,300
Current operating profit margin = 100% = 13.14%
17,500
New sales have an operating profit margin of 13.14 + 2 = 15.14%
Operating profit in 20X5 = 2,300 + (15.14% 6,000) = 3,208
(ii)
Debenture issue Share issue
Earnings per share 1,686 1,966
= 112.4p = 63.4p
1,500 1,500 1,600
(iii)
Debenture issue Share issue
Debt 5,000 4,000 5,000
Gearing ratio
Debt Equity 9,000 5,800 1,141 5,000 5,800 1,330 4,000
= 56.5% = 31.0%
5,000
(b) The company's current gearing level is = 46.3%.
5,000 5,800
The debenture proposal would increase this somewhat to 56.5%, but this is not very high. The interest
charge in the income statement is well covered, and the directors have already identified potential
buyers for the new debentures. Thus the debenture issue seems possible.
1,330
The company's current earnings per share is = 88.7p.
1,500
This falls substantially to 63.4p under the share issue proposal. The rights issue appears to be planned
to be made at a deep discount. We are not told the current share price, but the shares have a net
5,800
asset value of = CU3.87, so the share price is probably well in excess of this, and offering new
1,500
shares at CU2.50 seems unnecessarily low and dilutive. Can the new shares be offered at a higher
price, to reduce the amount by which earnings per share will be reduced?
In deciding between the two proposals in the question, the directors should consider the risk of each
proposal (additional debt will increase financial risk) and the cost of capital of each proposal (the cost
of debt is less than the cost of equity). Furthermore it will be cheaper to issue new debt than to issue
new shares, and the existing shareholders must be consulted to see if they are willing and able to take
up their rights in a rights issue.
© The Institute of Chartered Accountants in England and Wales, March 2009 201
Business plans, dividends and growth
Marking guide
Marks
(a) Calculations (i) 6
Calculations (ii) 3
Calculations (iii) 3
12
(b) Comment on results of (a) 3
Key points 2
5
17
202 © The Institute of Chartered Accountants in England and Wales, March 2009