9 Equity Flashcards
Example for
- Non distributable reserves?
- distributable reserves?
- share premium account; revaluation reserve
- retained earnings
What are…
- Ordinary Shares?
- Preference Shares?
- entitled to dividend from: 1. residual profits, 2. after payments of any fixed interest, 3. after fixed dividend to other stakeholders (incl. preference shareholders)
- have a FIXED RATE of dividend: expressed as % of nominal value; dividend is pair BEFORE any distribution to ordinary shareholders
What tyoes of preference shares are there?
1.
2.
3.
4.
- Cumulative vs. Non cumulative preference shares: unpaid dividends due to lack of profitability are accumulated for payment in the future or not
- participating shares: holder gets fixed dividend as usual + if the company has surplus profits after paying ordinary shares, they can also get some of these additional profits
- redeemable shares: the company can buy back these shares at agreed future date and price (gives flexibilit for company to return capital when needed; to raise funds temporarily; accessing capital now and redeem shares later)
- convertible shares: option to convert shares into ordinary shares at specific date in future and under agreed conditions (if company grows, then shareholder gets to win bc ordinary share price grows)
CPRC
What are reasons for issuing shares? (getting money in without taking debt)
1.
2.
3.
4.
- rasising funds
- to fund acquisitions (e.g. offering shares as currency)
- issued instead of dividends (not giving out cash but still giving value to shareholders)
- director/employee share option schemes (they are offered to buy shares at discounted price )
What are methods for issuing shares?
1.
2.
3.
- OFFER FOR SUBSCRIPTION: shares offered directly to public
- A PLACING: shares placed with financial institutions
- A RIGHTS ISSUE: new shares offered to existing shareholders
Whats a creditor?
- e.g. lender, supplier, bondholder
- provides financial resources or services to a business, expecting payment
What can we say about creditor protection in terms of unincorporated businesses?
- sole traders and partnerships
- unlimited liability: owner = business
- owners are personally liable for the liabilities incurred by the business
What can we say about creditor protection in terms of limited liability companies?
- creditors have restricted rights against shareholders
- need to ensure that shareholders do not make distributions to themselves
What are the risks that creditors face?
1.
2.
- company will not be able to repay them
- risk that a company will successfully, but pay its shareholders rather than creditors (for this: companies act 2006 protects them)
Define “Capital Maintenance” and what it involves
- Definition
- Involves what?
- general rule?
4./5. what directors can and cannot do
- the requirement to safeguard the interests of creditors
- involves legislation regarding: (non-)distributable reserves; minimum capital requirements; reduction of capital
- general rule: the paid in share capital is not repayable to shareholders
- directors have discretion: amount of distributable profits they recommend for distribution as a dividend to shareholders
- directors have NO discretion as to the treatment of the non distributable funds
Normally, once the shares have been issued and paid up, the contributed capital together with any share premium…. permanent
Explain this
1.
2.
3.
4.
- when company issues shares, investors buy them and pay for them
- amount investors pay depends on contributed capital (par) and share premium (any above nominal value)
- once the shares are paid for, the contributed capital and share premium become part of the companys equity
- can usually not be returned bc: forms companys financial foundation + paying bck can weaken company´s ability to repay creditors
What are commercially sound reasons for a company to reduce its capital?
- to write off capital already lost and not represented by assets -> reduce share capital to eliminate negative balance in retained earnings -> shareholders bear losses bc their equity is reduced
- purchase of own shares
Writing off capital already lost due to accummulated trading losses
- Whats the issue here?
- Whats the general approach here?
- when company has accummulated retained losses, there is no dividend payment possible
- eliminating the debit balance on retained earnings, by setting if off against the share capital and non distributable reserves
-> use of a capital reduction account
180,000 neagitve retained earnings
Show the journal entries of
- Transfer of trading losses
- Reduction of share capital
- DR Capital reduction account 180k CR retained earnings 180k
- DR share capital 180 k CR capital reduction account 180k
What is important when it comes to capital reduction where losses are borne by more stakeholders?
- Scope of consequences
- Solution
- Stakeholders help
- Goal
- why is it unfair to reduce the nominal value of all calsses of shares and debentures proportionately?
- its not just the shareholder who experience a loss in value but also other stakeholders, like creitors or preference shareholders
- then, a company may develope a scheme to compensate the other stakeholders by offering them EQUITY SHARES
- creditors may exchange part of their debt for new equity shares, aligning their interests with the companys future success
- goal: improve the companys financial structure while offering fair treatment to stakeholders + avoid liquidation and maximize recovery prospects for all parties
- total amount to be written off is borne in agreed ratios
6. different priorities on stakeholders (creditors > shareholders; contractual agreememnts