Professional Documents
Culture Documents
RESTRUCTURING
1.0 Introduction
PN17: Listed Companies in Financial Distress There are many reasons and circumstances for a
What is PN17? listed company to fall under the classification of
PN17. For example, some cases are classified as
PN17 due to external factors such as currency
In this article, I will talk about on listed companies fluctuation and economic forecasts.
that are classified as PN17. PN17 stands for
Practice Note 17/2005 and is issued by Bursa
Malaysia; relating to companies that are in financial Since the mid of 2008, we’ve started experiencing
distress. Companies that fall within the definition of certain number of economic problems, but many
PN17 will need to submit their proposal to the never expected the situation and impact to be that
Approving Authority to restructure and revive the serious. Examples of some foreign giants that are
company in order to maintain the listing status. badly affected by the “sudden” adverse change in
global economic conditions are General Motors and
Citigroup.
While there are more than a thousand companies
listed in Bursa Malaysia, not all of them are in a
financially sound position. Although at the point of For other companies like AIG, their problems
listing, these listed companies must meet the probably arise due to high risk appetite as well as
Listing Requirements of Bursa Malaysia, given economic miscalculations.
time, the company’s financial position and business
direction can change for the better or for the worse. PN17 – Regularizing & Change of Business
Direction or Policy
There are many reasons for these changes, such as
change in management, risk profile, management When a company is announced as a PN17 company
team’s experience, foresight, financial appetite, (list of PN17 companies in Malaysia), it has to
over-gearing etc. undergo a few exercises to comply with the
requirements of Bursa; in which failing to do so
Prior to 2005, listed companies that are in this will result in suspension in trading list securities (5
PN17 condition are classified under PN4. market days from the day of notice, the next day)
de-listed from the market or both.
Is your company PN17 classified, or know a
friend’s company that does? If so, request for • Regularize its condition within 12 months (1
your free consultation with KLM on how to year) from the date it was announced a PN17
restructure. Contact us now! company.
• Submit a regularization plan to the Securities
Commission of Malaysia to see if the
Criteria for a listed company to be classified as a
regularization plan will result in a significant
PN17 company are as follows:-
change in the business direction or policy, or;
• Submit a regularization plan to Bursa Malaysia
1. Shareholders’ fund is equal or less than 25% of to obtain approval (and implement) the
the total issued and paid up capital of the listed regularization plan (that will not result in a
company; or significant change in the business direction or
2. Receivers and/or managers have been policy.)
appointed to take control of at least 50% of the
• Implement the plan according to the time
total assets employed of the listed company on
stipulated by Bursa or Securities Commission;
a consolidated basis; or
whichever is applicable.
3. Winding up of a subsidiary or associate
company which makes up at least 50% of the
total assets employed of the listed company on No longer considered PN17 company
a consolidated basis; or
4. The auditors have expressed adverse or For a PN17 company to no longer be considered
disclaimer opinion on the listed company’s PN17, it has to first:
latest audited accounts; or
5. For any default in payment, the listed company 1. Complete the implementation of approved
must announce its inability to provide a regularization plan.
2. Submit an application & necessary Journal entries to record a scheme of capital
documents to Bursa to prove that it’s no reduction
longer a PN17 company.
Show the journal entries to recorded the above Capital Reserve 44,000
scheme and the statement of financial position Current Liabilities
immediately after reduction Trade payable 50,700
304,700
Example 2
Balance Sheet as at 31 December 2013 b. Dr Ord. Shares 350,000
Non-current assets RM Cr CRA 350,000
Land and Building 223,100
Equipment 75,000 c. Dr. Pref Shares 50,000
Cr CRA 50,000
Goodwill 28,500 @
Preliminary expenses 4,000 Dr. Ord Shares 350,000
Pref Shares 50,000
Inventories 57,000 Cr. CRA 400,000
Debtors 35,600
423,200 d. Dr Share Premium 84,200
Authorized and Cr CRA 84,200
fully paid capital
200,000 7% Pre. Share@RM1.00 200,000 e. Dr. Land & Building 9,400
500,000 Odr. Shares@RM1.00 500,000 Cr. CRA 9,400
Note:
1. Information no 1 will shows throughout items a
and b. Answer also can shows by combine Ord.
shares and Pref shares.
2. Assets increase will shows on debit side and
reduce shows on credit side. All assets
transaction shows on items d, e, f and g.
m. Dr CRA 4,000
Cr. Ordinary shares 4,000
Question 1
Balance Sheet of A Bhd as at 31 December 2013 Answer 1
Non-Current Assets RM RM
Building 130,000 a. Dr CRA 21,000
Machinery 148,000 Cr Machinery 21,000
Accm.. Depreciation (79,000) 69,000 b. Dr CRA 83,000
Cr Profit & Loss Acct 68,000
Investment 32,000 Goodwill 12,000
Goodwill 12,000 Pre. Expenses 3,000
Preliminary Expenses 3,000 c. Dr Bank 36,000
Cr Investment 32,000
Debtors 28,000 CRA 4,000
Inventory 37,000 d. Dr CRA 14,000
311,000 Cr Inventory 11,000
Authorized and Fully Debtor 3,000
paid e. Dr Pref Shares 10,000
Ord. Shares@RM0.50 100,000 Cr CRA 10,000
5% Pref Shares@RM1.00 50,000
Profit and Loss (68,000) Dr Ord Shares 60,000
Cr CRA 60,000
10% Debentures (secured 100,000
on building) Dr CRA 2,000
Cr Ord Shares 2,000
Current Liabilities f. Dr Debenture 100,000
Creditors 43,000 Accr Deb Int 5,000
Bank Overdraft 81,000 Bank 95,000
Accrued Deb. Interest 5,000 Dr Building 70,000
311,000 Cr CRA 70,000
Capital Reduction Account
A Bhd has suffered serious losses in recent years and RM RM
the dividends on the preference share are now 2 years Machinery 21,000 Investment 4,000
in arrears. P&L 68,000 Ord Shares 60,000
Goodwill 12,000 Pref Shares 10,000
The necessary approval has just been given for the Pre. 3,000 Building 70,000
following capital reduction scheme: Expenses
a. The machinery is to be written down to Inventory 11,000
RM48,000 Debtor 3,000
b. The profit and loss account and all intangible Ord shares 2,000
assets are to be written off Reserve 24,000
c. Investment are be sold for RM36,000 144,000 144,000
d. Inventory with a book value RM11,000 and
debts of RM3,000 are to be written off Balance Sheet of A Bhd as at 31 December 2013
e. The nominal value of the preference share is to Non-Current Assets RM
be reduced to RM0.80 and the holder are to Machinery 48,000
receive 2 ordinary shares RM0.20 for every
RM1 of dividend arrears. Bank 50,000
f. The debenture holder is take over to the property Debtors 25,000
at valuation of RM200,000 and to pay the Inventory 26,000
company the balance cash. 149,000
g. The authorized share capital is to be change to Authorized
250,000 ordinary RM0.20 and 100,000 8% 250,000 Ord. Shar@RM0.20 50,000
preference RM0.80. 100,000 5% Pref
Shares@RM0.80 80,000
You are required 130,000
h. Journal Fully paid
ii. Capital Reduction Account Ord. Shares@RM0.20 42,000
iii. The balance sheet after completion of the 5% Pref Shares@RM0.80 40,000
scheme Reserve 24,000
iii. The balance sheet after completion of the
Current Liabilities Scheme
Creditors 43,000 Answer 2
149,000 a.. Dr Pref Shares 27,500
Question 2 Cr CRA 27,500
Profit and Loss (56,300) Note: statement (g) related with (e). No journal is
Capital Reserves 21,000 address
Capital Reduction Account
Current Liabilities RM RM
Creditors 15,600 P&L 56,300 Ord Shares 164,000
Bank Overdraft 19,200 Goodwill 70,000 Pref Shares 27,500
259,500 Machine 25,000 Capital 21,000
The following scheme of capital reduction was reserve
sanctioned by the court and agreed by the Furniture 9,000
shareholders: Reserve 52,200
a. Preference share were to be reduced to RM0.50 212,500 212,500
b. Ordinary share were to be reduced to RM0.10
c. The capital reserve was to be eliminated Balance Sheet of B Bhd as at 31 December 2013
d. The reduces shares of both classes were to be Non-Current Assets RM
consolidated into new ordinary share of RM1.00 Machine 50,600
e. An issue of RM65,000 8% debentures at par was Furniture 1,200
to be made to provide fresh working capital
f. The sum written off the issued capital of the Goodwill 10,000
company and the capital reserve to be used to
write off the debit balance of the profit and loss Current Assets
account and to reduce fixed asset by the Bank 45,800
following amounts: Debtors 26,700
• Goodwill 70,000 Inventory 67,000
• Machine 25,000 201,300
• Furniture 9,000 Authorized
g. The bank overdraft was to be paid off out of the Ord. Shares@RM1.00 400,000
proceeds of the debentures which were duly 400,000
issued and paid in full Issued and Fully paid
h. A further resolution was passed to restore the Ord. Shares@RM1.00 68,500
authorized capital of the company to 400,000
ordinary share of RM1 Reserves 52,200
8% Debenture 65,000
You are required Current Liabilities
i. Journal Creditors 15,600
ii. Capital Reduction Account 201,300
Answer 3
Question 3
A Bhd was having financial difficulties for 4 years. 1. Dr Bank 560,000
The financial position is as follows: Cr Ord shares 560,000
Given below is the statement of financial position of B Bhd received approval from all parties to undergo
A Bhd. a capital reduction scheme. The following are the
company`s financial statement.as at 31 December
Balance Sheet of A Bhd as at 30 September 2014 2011.
Non-Current Assets RM Non-Current Assets RM
Land & Building 243,000 Land 318,590
Plant & Machinery 64,500 Building 184,000
Office equipment 98,000
Preliminary expenses 20,000 Fixture & Fitting 49,500
Research & Development 54,000
Current Assets Goodwill 55,500
Debtors 28,000 Royalties 28,500
Inventory 31,000
440,500 Current Assets
Issued and Fully paid Debtors 34,250
300,000 Ord Shares@ RM1.00 300,000 Inventory 28,760
8% Pref Shares@RM1.00 120,000 797,100
Issued and Fully paid
Profit and Loss (88,000) 300,000 Ord Shares@ RM1.00 300,000
Share premium 34,500 10% Pref Shares@RM1.00 280,000
Current Liabilities Share premium 106,000
Creditors 34,000 Profit and Loss (127,000)
Bank Overdraft 40,000
440,500 Current Liabilities
Creditors 54,700
Note: preference share dividend were 2 years in Bank Overdraft 65,400
arrears
The restructuring scheme is as follows: Director loan 118,000
a. The 8 % preference shares are to be reduced to 797,100
RM0.70 per share and ordinary share are to be The following are the terms for the capital reduction
reduced to RM0.60 per share scheme:
b. RM40,980 of research and development is to be a. Ordinary shares shall be reduced to RM0.60 per
written off share and 10% preference shares to RM0.55.
c. Preliminary expenses and accumulated loss are After the reduction both classes of shares shall
to be written off be consolidated into ordinary shares@RM1.00
d. Two units ordinary shares shall be issued for each
every RM2.00 preference share dividend in b. Preferences shareholder will receive one unit of
arrears ordinary share for every RM2 in arrears.
e. Share premium is to be utilized for the scheme c. Assets being revaluated are as follows
f. The fair value for plant & machinery is a. Land 329,000
RM34,500 b. Building 135,000
c. Office Equp 68,000
You are required to prepare the following: d. Fixtures & Fur 31,000
a. Journal entries e. Inventory obsolete 3,000
b. Statement of financial position f. Debtors bad debts 5,600
immediately after completion of d. Losses and all intangible assets shall be
scheme eliminated. The share premium account is to be
used for the scheme
e. 200,000 ordinary share shall be issued 50%
shall be used make a full settlement of the
director loan and the balance to overcome the
bank overdratf
Current Assets
Debtors 43,558
Inventory 43,870
705,900
Issued and Fully paid
390,000 Ord Shares@ RM1.00 390,000
10% Pref Shares@RM1.00 188,000
Profit and Loss (222,430)
Non-current liabilities
7% Debentures 140,000
Current Liabilities
Creditors 65,984
Bank Overdraft 134,546
Accrued debentures interest 9,800
705,900
Subsequent to the approval of a scheme by the court
for the reduction of capital the following steps were
taken:
a. The investment was sold and a profit of
RM12,239 was gained.
b. Freehold properties at book value of
RM120,450 were revalued to RM199,760 and
were taken over by debenture holders as full
settlement. The remaining cash was returned to
the company. The balance of freehold properties
were revalued at RM154,940
c. The ordinary shares were reduced to RM0.45
each and 8% preference shares were reduced by
RM0.35 each
d. RM45,632 trade payable were paid with
ordinary shares
e. The fair value of assets were as follow:
a. Plant and machinery 66,557
b. Fur & Fitt 54,284
c. Motor vehicle 49,800
d. Inventory reduced at 8%
e. Debtors reduced at 13%
f. 100,000 ordinary shares were issued at RM0.65
and fully paid
g. The losses appearing in the financial statement
were written off