topic 4-6 Flashcards
What does ‘limited liability’ mean for shareholders in a company?
Shareholders are only liable up to the amount they invested in shares; personal assets are protected.
What is the purpose of a company’s Memorandum and Articles of Association?
Memorandum defines external objectives; Articles govern internal regulations and shareholder relationships.
How can shareholders remove underperforming directors?
A: By voting them out at the AGM and appointing replacements.
Why must companies file annual accounts under the Companies Act 2006?
A: To ensure transparency, allow shareholder oversight, and meet legal obligations.
What is the par (nominal) value of a share?
The face value assigned to each share by the company, used for accounting but not reflective of market value
Why do companies issue shares at a premium?
To reflect growth in value and protect current shareholder equity from dilution.
Where is the premium on issued shares recorded in the accounts?
In the Share Premium Account, a non-distributable capital reserve.
What are the rights of preference shareholders in terms of dividends and voting?
Fixed dividends paid before ordinary shares; typically no voting rights
In liquidation, how are preference shareholders treated compared to ordinary shareholders?
They receive capital repayment before ordinary shareholders.
What is the financial effect of a bonus issue on a company’s equity?
Increases share capital and decreases retained earnings; total equity remains the same
Why might a company issue bonus shares?
To capitalize retained earnings and signal financial strength without paying cash dividends.
What are pre-emption rights in a rights issue?
The right of existing shareholders to be offered new shares before the public.
Why are rights issues usually priced below the market value?
To encourage take-up by shareholders and raise capital effectively.
What is the theoretical ex-rights price (TERP)?
The adjusted average share price after a rights issue, accounting for new discounted shares.
What is the value of a “right” in a rights issue?
The difference between the TERP and the subscription price; can be sold if not exercised.
What’s the primary difference between bank loans and share capital as financing?
Loans require repayment with interest; share capital doesn’t but dilutes ownership.
What are the legal restrictions on issuing shares below par value?
It is illegal under the Companies Act 2006 to issue shares at a discount to par.
Why is share capital considered long-term finance?
It remains in the company as long as it exists and doesn’t require repayment.
From which reserves can dividends legally be paid?
Only from distributable reserves, such as retained earnings.
Why are dividends not considered expenses?
They are distributions of profit and not part of operating costs.
What prevents a company with retained losses from paying dividends?
Dividends cannot be paid when retained earnings are negative; doing so violates the Companies Act.
What is the accounting impact of a share issue at premium (e.g. £1 par, issued at £1.50)?
Share capital increases by £1 per share; £0.50 goes to share premium.
What is the dilution effect on share value when issuing new shares?
More shares in circulation lower the value per share unless matched by proportional growth in net assets.
In a 1-for-4 bonus issue, how does share capital change?
It increases proportionally; e.g., 40M shares become 50M