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Topic 3 Issuance, Redemption and Conversion of Loan Instruments Mfrs 7, Mfrs 9, Mfrs 132 (MFRS 17-Effective 1.1.2020)
Topic 3 Issuance, Redemption and Conversion of Loan Instruments Mfrs 7, Mfrs 9, Mfrs 132 (MFRS 17-Effective 1.1.2020)
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What is Financial Instrument?
Financial instrument is a contract that gives rise to a
financial asset of one entity and a financial liability or
equity instrument of an other entity.
contract
Company A Company B
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What is Financial Instrument?
contract
Company A Company B
Example:
1. An entity raises finance by issuing equity shares.
The entity that subscribes to the shares has a financial asset (an investment),
while the issuer of the shares who raised finance has to account for an equity
instrument (equity share capital.)
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Financial
Instrument
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3.1 Define types of liability
instruments:
a. Redeemable preference shares
b. Debentures
c. Convertible loan stocks
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3.1 Define Types of Liability
Instruments
+ A company may issue loan instruments instead of
equity which may cheaper, easier to raise and not
permanent.
+ These loan may be medium or short-term
depending on their term to maturity
+ Only public companies can issue loan instruments
to the public
+ There are several type of liability instruments such as
debentures, bonds, convertible loan stock (compound
instruments) and redeemable preference shares.
+ Most of these borrowings have to be repaid, and there
will be some form of borrowing cost.
+ The cost of borrowing can be in the form of interest
and/or discount
+ Loan instruments may be listed on a
stock exchange, which means they can be
traded on stock exchange. Therefore, the
rights attached to them are transferable
and the owner of these instruments need
not hold them until maturity.
(a) Redeemable preference shares
+ The issue and redemption of preference shares come within the
purview of the Companies Act 2016 subject to the company’s
constitution.
+ Though the name suggest they are ‘shares’ they are in fact
liabilities as they issued with a provision to be redeemed at a
future date, at a fixed or determinable amount.
+ The issuer (the company), has an obligation to settle the
liability. Dividends payable on redeemable preference shares
are considered expenses
(b) Debentures
+ Debentures include debenture stocks, bonds, notes
and any other evidence of indebtedness of a
corporation for borrowed money.
+ Generally, debentures are issued with fixed interest
rates. Interests are expenses.
+ Debentures may be issued with other features such
as convertibility.
+ Convertible debentures are eligible to be converted
into ordinary shares either at the option of the
company or debenture holders.
+ During the issue of convertible debentures, the
terms of conversion such as conversion rate (i.e the
number of shares to be issued for a specific amount
of debentures), date of maturity or conversion date
and the party that has the option to choose will be
specified.
(c) Convertible loan
+ Convertible loan are referred to as
hybrid instruments as they have
characteristics of both debt and equity.
+ The issue price is for both elements of
loan and equity
Glossary
+ Financial instrument: A contract involving a
financial obligation
+ Debenture: is a long-term loan repayable at a fixed
date.
+ Bond: is usually a fixed-interest securities issued by
governments, local authorities or companies
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Glossary
+ Preference share: A share in a company that entitled to fixed
percentage dividend rather than a variable dividend
+ Convertible: A bond or stock that can be converted into the
securities usually securities
+ Redeemable shares: shares in company that the issuing
company has the right to redeem, under terms specified on
issue
+ Redemption: the repayment of shares, stocks, debenture or
bonds
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3.2 Describe the measurement of the
issuance of financial instruments:
a) Amortized cost
b) Fair value through profit or loss (fair
value measurement)
3.2 Measurement of the issuance of financial
instruments
+ The financial liability may be issued at
a) Par
b) Discount
c) Premium
+ Interest paid will be the nominal amount stated
on issue
+ The effective interest rate is the rate that
exactly discounts the estimated cash
flows through the expected life of the
financial instrument
+ For example: If the instrument is issued
at par and redeemed at par, the nominal
and effective interest rate will be the
same
+ If the instrument is issued at a discount and
redeemed at par or premium, the nominal
interest rate will be less than the effective
interest rate
+ Sometimes, the company may issue
debenture at far below the nominal value
with zero interest rate and redeemable at par
+ There are 2 ways to measure the financial liability:
i. Amortised cost (Book Value)
ii. Fair value through profit or loss (FVTPL)
+ Amortised – The liability will be initially recognised at
fair value but subsequently it will be shown a carrying
amount which may not be fair value
+ Fair value – Liability raised can be recognised in the
financial statements at fair value initially and
subsequently, all charges to the fair value will be taken to
profit or loss
Transaction cost
+ Such as consultancy and legal fees will be incurred
when loan instruments are issued.
+ The accounting treatment depends on how the
instrument is classified
+ The cost are either charged as expenses or deducted
from the liability, depending on how the liability is
measured
+ Liabilities that are carried at amortised
cost – transaction costs are deducted
from the liability or fair value minus
transaction cost
+ Liability measured at fair value-
transaction cost are written off as
expenses.
+ Accounting for a financial liability at amortised cost
means that the liability's effective rate of interest is
charged as a finance cost to the statement of profit or loss
(not the interest paid in cash) and changes in market rates
of interest are ignored – ie the liability is not revalued at
the reporting date.
+ In simple terms this means that each year the liability will
increase with the finance cost charged to the statement of
profit or loss and decrease by the cash repaid.
3.3 Provide the explanation on the treatment for issuance
redeemable preference shares, debentures and convertible
loan stocks
3.3.1 Construct the relevant accounting treatments
3.3.2 Prepare the extract of Statement of Financial
Position
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3.2 Issuance Of Redeemable Preference
Share (RPS)
+ The procedure for the issuance of redeemable
preference shares are the same as for equity shares.
+ Company may issue redeemable preference shares
subject to its constitution.
+ Only preference share can be issued as redeemable
shares.
3.2 Issuance Of Redeemable Preference
Share
Redemption at a premium
(RPS)
-When the preference share are redeemable at a premium, the
actual cost is a combination of the interest/dividend paid and the
building up of the premium till redemption date
-The effective interest rate will be higher than the nominal interest
rate
-The amount paid will be the contractual amount and the
difference between the amount paid and charges is credited to the
liability.
Example
1On
: January x1, Twins Bhd issued 5 million 5% redeemable
preference shares at RM1 each. Redeemable at a premium of 10% on
31/12/x4. Dividend is a payable on paid-up capital. The effective
interest rate is 7.3% and the interest date is 31 December.
The market price of shares in years x1 to x4 is shown below:
31/12/x1 RM1.05
31/12/x2 RM1.07
31/12/x3 RM1.08
31/12/x4 RM1.10
Discuss the accounting treatment where the
preference share are measured at:
a)Amortised cost
b)Fair value through profit and loss
Solution :
+ The preference share will be recognised as a liability at RM5
million.
+ Dividends = 5%xRM5,000,000 =RM250,000
a) Measured at amortised cost
Provision for
Carrying amount + (provision
dividends- The Amount
for dividend-dividend paid)
Carrying Effective Interest of Dividend
1-Jan amount (7.3%) paid (5%) 31-Dec
Dividend is recognised
as expenses
Issuance Of Debentures
+ Debentures may be issued at par, at premium or
at discount
+ Debenture issued are initially recognized at fair
value which will normally be the issue price
+ After initial recognition, debentures should be
measured at amortised cost or fair value
Ways of issuing debenture
RM
Dr 5% Debentures 350,000
RM
Cr Bank 350,000
(Records the transaction cost)
Journal Entries (Amortised Cost)
Interest paid
RM
31 Dec X3 Dr Interest expenses (RM13,150,000 x 8%) 1,052,000
Cr Bank (RM15,000,000 x 5%) RM 750,000
5% Debentures RM 302,000
(Record interest charged and paid)
Interest expenses RM
31 Dec X4 Dr [(RM13,150,000+RM302,000)x8% 1,076,160
Cr Bank (RM15,000,000 x 5%) RM 750,000
5% Debentures RM 326,160
(Record interest charged and paid)
Solution:
a) Fair Value
The debenture is issue at a discount of 10% on the
nominal value
The interest of 5% will be paid annually
The transaction cost will be charged as an expenses
Changes in the fair value will be taken to profit and
loss
Solution Fair Value:
Liability(Debenture) will be recorded as:
X3
Nominal Value RM 15,000,000
Less: Discount 10% RM 1,500,000
RM 13,500,000
Journal Entries (Fair Cost)
Issuance of debenture
1 Jan X3 Dr Bank RM 13,500,000
Cr 5% Debenture RM 13,500,000
(Proceeds from issue of debentures)
Interest paid
31 Dec X4 Dr Interest expenses (RM15,000,000 x 5%) RM 750,000
Cr Bank RM 750,000
(Record interest paid)
Proceeds 4,000,000
RM XX
Dr Redeemable preference share capital
Cr Preference share redemption account RM XX
(Redeemable preference shares are being redeemed)
Issue new OSC
Dr Bank RM XX
Cr Ordinary Share capital RM XX
(Record issue of new shares for the redemption of shares)
Redeemed RPS
Dr Preference share redemption account RM XX
Cr Bank RM XX
(Record payment made to the preference shareholders)
Example 1:
ABC company redeemed all the company’s preference shares on 1
April 2010. It was further agreed upon that the redemption to be fully
financed by the new issue of 300,000 ordinary shares at RM 1 each.
Prepared the journal entries to record above transactions and the
SOFP immediate after the redemption.
ABC BHD
SOFP as at 31 December 2010
Solution:
A total of 300,000 new ordinary shares were issued raising RM300,000
to replace the 300,000 6% preference share capital redeemed.
Journal entries
Dr 6%Redeemable preference share capital RM 300K
Cr Preference share redemption account RM 300K
(Redeemable preference shares are being redeemed)
Dr Bank RM 300K
Cr Ordinary Share capital RM 300K
(Record issue of new shares for the redemption of shares)
RM XX
Dr Redeemable preference share capital
Cr Preference share redemption account RM XX
(Being redemption of the preference shares)
Dr Retained Earnings RM XX
Cr Ordinary share capital RM XX
(Being transferred profits to contributed capital)
ABC BHD
SOFP as at 31 December 2010
Solution:
Since there is no issue of new shares made, an amount to the value of the 6%
redeemable preference share redeemed that is RM300K must be transferred
out of profit to contributed capital.
Journal Entries
RM 300K
Dr 6% Redeemable preference share capital
Cr Preference share redemption account RM 300K
(Being redemption of the preference shares)
Share capital
40,000,000 ordinary shares 48,000,000
Retained Profits 50,000,000
Non-current liability
20,000,000 6% redeemable preference shares 22,000,000
Dr Bank RM 11K
Cr Ordinary Share capital (8,800,000xRM1.25) RM 11K
(Being ordinary share issued)
Share capital
48,800,000 ordinary shares 70,000,000*
Retained Profits (50,000,000-11,000,000) 39,000,000
*48,000,000+11,000,000+11,000,000 = 70,000,000
D) Redemption Out of Capital
+ When a company redeems its preference shares by
capital it means that the shares redeemed need not
be replaced by the issue of shares or transfer of
profits to contributed capital.
+ One reason for the company to take such an action
could be that it is already overcapitalised.
Redemption Out of Capital
Given below is the statement of financial position of BLA as at 30 Junex14.
Non-current assets 200,000,000
Current assets (Except cash at bank) 150,000,000
Cash at bank 90,000,000
440,000,000
Issued Share capital
100,000 ordinary shares 350,000,000
Retained profits 50,000,000
Non-current liability
20,000,000 6% redeemable preference shares 25,000,000
Current liabilities 15,000,000
440,000,000
6%xRM10,000,000= RM600,000X0.9174=RM550,440
X3 0.9174
RM600,000
X4 0.8417 RM600,000 RM505,020
X5 0.7722 RM600,000 RM463,320
RM10,000,000 RM10,000,000x0.7722=RM7,722,000
X5 0.7722
(Principal)
LIABILITY COMPONENT (A) RM9,240,780
EQUITY COMPONENT (B – A) RM759,220
TOTAL PROCEED (B) RM10,000,000
Journal Entries
1 Jan x3
Dr Bank RM10,000,000
Cr 6% Convertible Debentures RM9,240,780
Equity component RM759,220
31 Dec x3
Dr Statement of profit or loss (9%xRM9,240,780) RM831,670
Cr Bank (Interest paid) RM600,000
6% Convertible Debentures (RM831,670-RM600,000) RM231,670
31 Dec x4
Dr Statement of profit or loss (9%x(RM9,240,780+RM231,670)) RM852,521
Cr Bank (Interest paid) RM600,000
6% Convertible Debentures (RM852,521-RM600,000) RM252,521
31 Dec x5
Statement of profit or loss
Dr RM875,241
(9%x(RM9,240,780+RM231,600+252,521))
Cr Bank (Interest paid) RM600,000
6% Convertible Debentures (RM875,241-RM600,000) RM275,521
+ On the date of maturity (1 Jan X6), the convertible
debentures will either be converted into ordinary shares
or redeemed. Assuming the debentures are converted
to shares, then the journal entries will appear as follows:
Journal Entries
Dr 6% Convertible Debentures RM10,000,000
Cr Ordinary Share Capital RM10,000,000
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