BPP Afm Study Mat

Advanced Financial
Management
Workbook
For exams in September 2019,
December 2019, March 2020
and June 2020
First edition 2019
ISBN 9781 5097 2347 8 A note about copyright

e-ISBN 9781 5097 2371 3
Dear Customer
British Library Cataloguing-in-Publication Data
What does the little © mean and why does it matter?
A catalogue record for this book is available from the British Library
Your market-leading BPP books, course materials and e-
Published by learning materials do not write and update themselves.
People write them on their own behalf or as employees of
BPP Learning Media Ltd an organisation that invests in this activity. Copyright law
BPP House, Aldine Place protects their livelihoods. It does so by creating rights over
142–144 Uxbridge Road the use of the content.
London W12 8AA Breach of copyright is a form of theft – as well as being a
www.bpp.com/learningmedia criminal offence in some jurisdictions, it is potentially a
serious breach of professional ethics.
Printed in the United Kingdom
With current technology, things might seem a bit hazy but,
basically, without the express permission of BPP Learning
Your learning materials, published by BPP Learning Media Media:
Ltd, are printed on paper obtained from traceable
sustainable sources.  Photocopying our materials is a breach of copyright
 Scanning, ripcasting or conversion of our digital

All rights reserved. No part of this publication may be materials into different file formats, uploading them
reproduced, stored in a retrieval system or transmitted in any to Facebook or e-mailing them to your friends is a
form or by any means, electronic, mechanical, breach of copyright
photocopying, recording or otherwise, without the prior
You can, of course, sell your books, in the form in which
written permission of BPP Learning Media.
you have bought them – once you have finished with
The contents of this course material are intended as a guide them. (Is this fair to your fellow students? We update for a
and not professional advice. Although every effort has been reason.) Please note the e-products are sold on a single
made to ensure that the contents of this course material are user licence basis: we do not supply 'unlock' codes to
correct at the time of going to press, BPP Learning Media people who have bought them secondhand.
makes no warranty that the information in this course And what about outside the UK? BPP Learning Media
material is accurate or complete and accept no liability for strives to make our materials available at prices students
any loss or damage suffered by any person acting or can afford by local printing arrangements, pricing policies
refraining from acting as a result of the material in this and partnerships which are clearly listed on our website.
course material. A tiny minority ignore this and indulge in criminal activity
We are grateful to the Association of Chartered Certified by illegally photocopying our material or supporting
Accountants for permission to reproduce past organisations that do. If they act illegally and unethically
examination questions. The suggested solutions in the in one area, can you really trust them?
practice answer bank have been prepared by BPP
Learning Media Ltd, except where otherwise stated.
©
BPP Learning Media Ltd
2019
ii
Contents
Contents
Page
Helping you to pass iv
Essential reading vi
Introduction to Advanced Financial Management viii
Essential skills areas xiii
1 Financial strategy: formulation 1
2 Financial strategy: evaluation 17
SKILLS CHECKPOINT 1: Addressing the scenario 37
3 Discounted cash flow techniques 51
4 Application of option pricing theory to investment decisions 71
5 International investment and financing decisions 85
SKILLS CHECKPOINT 2: Analysing investment decisions 101
6 Cost of capital and changing risk 113
7 Financing and credit risk 131
8 Valuation for acquisitions and mergers 149
9 Acquisitions: strategic issues and regulation 173
10 Financing acquisitions and mergers 189
SKILLS CHECKPOINT 3: Identifying the required numerical techniques 201
11 The role of the treasury function 211
12 Managing currency risk 225
13 Managing interest rate risk 251
SKILLS CHECKPOINT 4: Applying risk management techniques 277
14 Financial reconstruction 287
15 Business reorganisation 297
16 Planning and trading issues for multinationals 309
SKILLS CHECKPOINT 5: Thinking across the syllabus 325
Appendix 1 – Activity answers 337
Appendix 2 – Essential reading 371
Further question practice and solutions 493
Glossary 577
Bibliography 581
Mathematical tables 583
Index 589
iii iii
Helping you to pass
BPP Learning Media – ACCA Approved Content Provider

As an ACCA Approved Content Provider, BPP Learning Media gives you the opportunity to use study
materials reviewed by the ACCA examining team. By incorporating the examining team's comments
and suggestions regarding the depth and breadth of syllabus coverage, the BPP Learning Media
Workbook provides excellent, ACCA-approved support for your studies.
These materials are reviewed by the ACCA examining team. The objective of the review is to ensure
that the material properly covers the syllabus and study guide outcomes, used by the examining team
in setting the exams, in the appropriate breadth and depth. The review does not ensure that every
eventuality, combination or application of examinable topics is addressed by the ACCA Approved
Content. Nor does the review comprise a detailed technical check of the content as the Approved
Content Provider has its own quality assurance processes in place in this respect.
The PER alert

Before you can qualify as an ACCA member, you not only have to pass all your exams but also fulfil
a three-year practical experience requirement (PER). To help you to recognise areas of the syllabus
that you might be able to apply in the workplace to achieve different performance objectives, we
have introduced the 'PER alert' feature (see the section below). You will find this feature throughout
the Workbook to remind you that what you are learning to pass your ACCA exams is equally useful
to the fulfilment of the PER requirement. Your achievement of the PER should be recorded in your
online My Experience record.
Chapter features
Studying can be a daunting prospect, particularly when you have lots of other commitments. This
Workbook is full of useful features, explained in the key below, designed to help you to get the most
out of your studies and maximise your chances of exam success.
Key to icons
Key term
Key term
Central concepts are highlighted and clearly defined in the Key terms feature.
Key terms are also listed in bold in the Index, for quick and easy reference.
Formula to learn
This boxed feature will highlight important formula which you need to learn for
your exam.
Formula provided
This will show formula which are important but will be provided in the exam.
PER alert
PER alert This feature identifies when something you are reading will also be useful for
your PER requirement (see 'The PER alert' section above for more details).
Illustration
Illustrations walk through how to apply key knowledge and techniques step by
step.
iv
Introduction
Activity
Activities give you essential practice of techniques covered in the chapter.
Essential reading
Links to the Essential reading are given throughout the chapter. The Essential
reading is included in the free eBook, accessed via the Exam Success Site
(see inside cover for details on how to access this).
Knowledge diagnostic
Summary of the key learning points from the chapter.
At the end of each chapter you will find a Further study guidance section. This contains suggestions
for ways in which you can continue your learning and enhance your understanding. This can
include: recommendations for question practice from the Further question practice and solutions, to
test your understanding of the topics in the Chapter; suggestions for further reading which can be
done, such as technical articles, and ideas for your own research.
v
Introduction to the Essential reading
The digital eBook version of the Workbook contains additional content, selected to enhance your
studies. Consisting of revision materials, activities (including practice questions and solutions) and
background reading, it is designed to aid your understanding of key topics which are covered in the
main printed chapters of the Workbook. The Essential reading section of the eBook also includes
further illustrations of complex areas.
To access the digital eBook version of the BPP Workbook, follow the instructions which can be found
on the inside cover; you'll be able to access your eBook, plus download the BPP eBook mobile app
on multiple devices, including smartphones and tablets.
A summary of the content of the Essential reading is given below.
Chapter Summary of Essential reading content
1 Financial strategy:  Further discussion of dividend policy including brought forward

formulation knowledge from the FM exam
 Examples of ethical issues in different business functions
 Further discussion of integrated reporting and triple bottom line
2 Financial strategy:  Recap of the dividend growth model and its use in calculating the cost
evaluation of equity: brought forward knowledge from the FM exam
 Further discussion of the CAPM model
 Recap of other techniques for calculating the cost of debt: brought
forward knowledge from the FM exam
 Recap of basic ratio analysis, brought forward knowledge from the
FM exam
 Examples of different types of risk and risk mapping
3 Discounted cash  Discussion of post-audits

flow techniques
 Recap of the basics of discounting: brought forward knowledge from
the FM exam
 Further discussion of IRR re-investment assumption
 Recap of other techniques for analysing risk and uncertainty: brought
forward knowledge from the FM exam
 Recap of capital rationing: brought forward knowledge from the FM
exam
4 Application of  Discussion of the factors determining option value for call and put
option pricing options
theory
5 International  Further discussion of economic risk, exchange controls, purchasing

investment and power parity theory and interest rate parity theory
financing
 Alternative approaches to international investment appraisal, and
decisions
alternative strategies for international expansion
 Discussion of eurobonds (or international bonds)
vi
Introduction
Chapter Summary of Essential reading content
6 Cost of capital  Recap of theories of capital structure: brought forward knowledge

and changing risk from the FM exam
 Further discussion of APV looking at the treatment of subsidised loans
 Extra example illustrating how to deal with projects that change
business risk
7 Financing and  Background information on how credit ratings are calculated

credit risk
 Further example to practise calculating the duration of a bond
 Recap of sources of finance: brought forward knowledge from the FM
exam
 Further discussion of the pros and cons of Islamic finance
8 Valuation for  Extra notes on asset and market-based models

acquisition and  Discussion of the use of the Black–Scholes model in valuing start-ups
mergers
9 Acquisitions:  Discussion of different types of mergers and acquisitions

strategic issues  Further detail regulatory issues and defensive tactics
and regulation
10 Financing  Discussion of different types of paper issues

acquisitions and
 Evaluation of the effect of an offer on the acquiring company's
mergers
financial statements
11 The role of the  Discussion of the organisation of the treasury function

treasury function
12 Managing  Recap of internal hedging techniques, forward contracts and money

currency risk market hedging: brought forward knowledge from the FM exam
 Further discussion different approaches to dealing with currency
futures
13 Managing interest  Recap of basic hedging techniques: brought forward knowledge from
rate risk the FM exam
14 Financial  Discussion of leveraged buy-outs

reconstruction
15 Business  Further discussion of demergers

reorganisation
16 Planning and  General issues in international trade

trading issues for  International institutions
multinationals  Further discussion of transfer pricing issues
 Outline of developments in financial markets
vii
Introduction to Advanced Financial Management
(AFM)
Overall aim of the syllabus
This exam requires students to apply relevant knowledge and skills and exercise professional
judgement as expected of a senior financial adviser in taking or recommending decisions concerning
the financial management of the organisation.
The syllabus
The broad syllabus headings are:
A Role of the senior financial adviser in the multinational organisation

B Advanced investment appraisal
C Acquisition and mergers
D Corporate re-organisation and reconstruction
E Treasury and advanced risk management techniques
Main capabilities
On successful completion of this exam, candidates should be able to:
 Explain and evaluate the role and responsibility of the senior financial executive or adviser in
meeting conflicting needs of stakeholders and recognise the role of international financial
institutions in the financial management of multinationals
 Evaluate potential investment decisions and assessing their financial and strategic
consequences, both domestically and internationally
 Assess and plan acquisitions and mergers as an alternative growth strategy
 Evaluate and advise on alternative corporate re-organisation strategies
 Apply and evaluate alternative advanced treasury and risk management techniques
Links with other exams
Strategic Advanced
Business Financial
Leader Management
Financial
Management
Management
Accounting
The diagram shows where direct (solid line arrows) and indirect (dashed line arrows) links exist
between this exam and other exams preceding or following it.
viii
Introduction
Achieving ACCA's Study Guide Learning Outcomes

This BPP Workbook covers all the AFM syllabus learning outcomes. The tables below show in which
chapter(s) each area of the syllabus is covered.
A Role of senior financial adviser in the multinational organisation
A1 The role and responsibility of senior financial executive/adviser Chapter 1
A2 Financial strategy formulation Chapter 2
A3 Ethical and governance issues Chapter 1
A4 Management of international trade and finance Chapter 16
A5 Strategic business and financial planning for multinational organisations Chapter 16
A6 Dividend policy in multinationals and transfer pricing Chapter 16
B Advanced investment appraisal
B1 Discounted cash flow techniques Chapter 3
B2 Application of option pricing theory in investment decisions Chapter 4
B3 Impact of financing on investment decisions and adjusted present values Chapter 6 & 7
B4 Valuation and the use of free cash flows Chapter 8
B5 International investment and financing decisions Chapter 5
C Acquisitions and mergers
C1 Acquisitions and mergers versus other growth strategies Chapter 9
C2 Valuation for acquisitions and mergers Chapter 8
C3 Regulatory framework and processes Chapter 9
C4 Financing acquisitions and mergers Chapter 10
D Corporate reconstruction and reorganisation
D1 Financial reconstruction Chapter 14
D2 Business re-organisation Chapter 15
E Treasury and advanced risk management techniques
E1 The role of the treasury function in multinationals Chapter 11
E2 The use of financial derivatives to hedge against forex risk Chapter 12
E3 The use of financial derivatives to hedge against interest rate risk Chapter 13
ix
The complete syllabus and study guide can be found by visiting the exam resource finder on the
ACCA website: www.accaglobal.com/gb/en.html.
The Exam
Computer-based exams
With effect from the March 2020 sitting, ACCA have commenced the launch of computer-based
exams (CBEs) for this exam with the aim of rolling out into all markets internationally over a short
period. Paper-based examinations (PBEs) will be run in parallel while the CBEs are phased in. BPP
materials have been designed to support you, whichever exam option you choose. For more
information on these changes and when they will be implemented, please visit the ACCA website.
Approach to examining the syllabus

The Advanced Financial Management syllabus is assessed by a 3 hour 15 minute exam. The pass
mark is 50%. All questions in the exam are compulsory.
It examines practical financial management issues facing a company. You will be examined
on your knowledge of the breadth of the AFM syllabus, and on your ability to apply your
knowledge in a practical way.
The exam will have a significant numerical element, worth up to 50% of the marks, but you will also
need to demonstrate your understanding of the meaning and limitations of your numerical
analysis.
However, the AFM exam is not all about calculations and there will also be a strong emphasis on
management issues which will require you to exercise professional, commercial and ethical
judgement.
You will be required to adopt the role of a senior financial adviser in answering questions
and, as such, will need to make points that are relevant to the specific scenario that your
company is facing (not to make general 'textbook' style observations).
Format of the exam Marks
Section A
Question 1 Compulsory scenario-based question 50
Section B
Questions 2, 3 2 × 25 mark scenario-based questions 50
100
All topics and syllabus sections will be examinable in either Section A or Section B of the exam, but
(from September 2018) every exam will have questions which have a focus on syllabus
Section B (advanced investment appraisal, covered in Chapters 3–7) and syllabus Section E
(treasury and advanced risk management, covered in Chapters 11–13).
x
Introduction
Analysis of past exams

The table below provides details of when each element of the syllabus has been examined in the ten
most recent sittings and the section in which each element was examined.
Note that in exams before September 2018 there were three questions in Section B (of which two
had to be answered).
Covered
in Mar Sep Mar Sep Mar Sep
Workbook Dec Sep /Jun /Dec /Jun /Dec /Jun /Dec Jun Dec
chapter 2018 2018 2018 2017 2017 2016 2016 2015 2015 2014
ROLE OF SENIOR
FINANCIAL
ADVISER
1, 2 Role of senior B B A A, B A B B
financial adviser/
financial strategy
formulation
1 Ethical/ B
environmental issues
16 Planning and trading B B B

issues for
multinationals
ADVANCED
INVESTMENT
APPRAISAL
3 Discounted cash B B
flow techniques
4 Application of A B B
option pricing theory
to investment
decisions
6, 7 Impact of financing, B B A B A B
adjusted present
values/valuation and
free cash flows
5 International A B A A
investment/
financing
xi
ACQUISITIONS
AND MERGERS
9, 10 Strategic/ A B A A B A A
financial/
regulatory issues
8 Valuation techniques A B A B B B A A
CORPORATE
RECONSTRUCTION
AND
REORGANISATION
14 Financial A B B
reconstruction
15 Business A B A B B
reorganisation
TREASURY AND
ADVANCED RISK
MANAGEMENT
TECHNIQUES
11 Role of the treasury A B B A B

function
12 Hedging foreign B A B B A B
currency risk
13 Hedging interest rate B B B B B

risk
IMPORTANT! The table above gives a broad idea of how frequently major topics in the syllabus are
examined. It should not be used to question spot and predict, for example, that Topic X will not be
examined because it came up two sittings ago. The examining team's reports indicate that they are
well aware that some students try to question spot. They avoid predictable patterns and may, for
example, examine the same topic two sittings in a row.
xii
Introduction
Essential skills areas to be successful in Advanced

Financial Management
We think there are two areas you should develop in order to achieve exam success in Advanced
Financial Management:
These are shown in the diagram
(1) Specific AFM skills
below.
(2) Exam success skills
aging information
Man
An
sw
er
pl
t
en
manag ime
an
em
Analysing
t
nin
Exam success skills
Good
Addressing the investment
g
scenario decisions
Specific AFM skills
Applying risk
re q r p re t a t i o n
Identifying the
required numerical management
m e nts
techniques(s) techniques
Eff d p
an
u ire
o f t i n te
e c re
Thinking across
ti v
e the syllabus
se w ri c
r re
nt tin
Co
ati g
on
l
Efficient numerica
analysis
Specific AFM skills

These are the skills specific to AFM that we think you need to develop in order to pass the exam.
In this Workbook, there are five Skills Checkpoints which define each skill and show how it is
applied in answering a question. A brief summary of each skill is given below.
Skill 1: Addressing the scenario

All of the questions in your Advanced Financial Management (AFM) exam will be scenario-based.
It is vital to spend time reading and assimilating the scenario as part of your answer planning. Both
with your numerical and (especially) discursive points it will be important for you to address them
to the requirements of the question and the problem as presented in the scenario.
A common complaint from the ACCA examining team is that 'Less satisfactory answers tended to
give more general responses rather than answers specific to the scenario'. This skill is relevant to all
syllabus areas and is likely to be important in every question in your AFM exam.
BPP recommends a step-by-step technique to develop this skill:
STEP 1 Allow about 20% of your allotted time for planning.
STEP 2 Prepare an answer plan using key words from the question's requirements.
STEP 3 Read the scenario; identify specific points from the scenario that are relevant to the
question being asked.
STEP 4 Write your answer using short paragraphs, relating each point to the scenario as
far as is possible.
Skills Checkpoint 1 covers this technique in detail through application to an exam-standard question.
xiii
Skill 2: Analysing investment decisions
Analysing investments to select those which are most likely to benefit shareholders is probably the
most important activity for a senior financial adviser.
Section B of the AFM syllabus is 'advanced investment appraisal' and directly focusses on the skill of
'analysing investment decisions'. The AFM exam will always contain a question that have a
focus on this syllabus area, so this skill is extremely important.
BPP recommends a step-by-step technique to develop this skill:
STEP 1 Spend time analysing the scenario and considering why numerical information has
been provided and how long you will have to analyse it.
STEP 2 Plan your answer carefully; check your analysis matches the question's
requirements.
STEP 3 Complete your calculations in a time-efficient manner – if necessary, make

simplifying assumptions in order to complete the question in the time allowed.
STEP 4 Write your answer using short paragraphs; don't forget to explain the meaning of
your numbers.
STEP 5 Write up your answer; do not try to correct errors identified at this late stage.
Skill 3: Identifying the required numerical analysis

Some exam questions will not directly state which numerical techniques should be used
and you may have to use clues in the scenario of the question to select an appropriate technique.
This issue commonly arises in syllabus Section C, acquisitions and mergers. Often you will need to
assess from the scenario what type of valuation is required and what techniques can be used given
the details that are provided in the scenario.
In syllabus Section B, investment appraisal questions will also sometimes be formulated so that you
will have to infer that specific techniques (such as real options or adjusted present value) are required
ie the question may not always specifically tell you to use these techniques.
A step-by-step technique for developing this skill is outlined below.
STEP 1 Don't panic if you do not immediately see which technique needs to be used –
spend time considering the range of techniques that could potentially be applied in
the scenario presented.
STEP 2 Next, carefully analyse the scenario and consider why numerical information has
been provided and which of the techniques that you have identified in Step 1 can
be used given this information.
STEP 3 Complete your numerical analysis.
xiv
Introduction
Skill 4: Applying risk management techniques

Section E of the AFM syllabus covers treasury and advanced risk management techniques and
directly focuses on the skill of 'applying risk management techniques'.
The AFM exam will always contain a question that will have a clear focus on this
syllabus area, so this skill is extremely important.
Successful application of this skill will require a strong technical knowledge of this syllabus area,
especially of setting up arrangements to manage risk using futures and options.
Additionally, you will need to be able to forecast the outcome of a technique quickly and efficiently
under exam conditions.
Finally, as well as being able to apply the techniques numerically you need to be able to discuss the
advantages and disadvantages of using them, the meaning of the numbers and their suitability given
the scenario (as discussed in Skills Checkpoint 1).
STEP 1 Spend time analysing the scenario and requirements to ensure that you understand
the nature of the risk being faced. Work out how many minutes you have to
answer each part of the question.
STEP 2 Plan your answer. Double check that you are applying the correct type of risk
management analysis given the nature of the risk that is faced and the techniques
mentioned in the scenario. Identify a time-efficient approach.
STEP 3 Complete your numerical analysis. Don't overcomplicate it – aim for a set of clear
relevant numbers. Be careful not to overrun on time with your calculations.
STEP 4 Explain the meaning of your numbers – relating your points to the scenario
wherever possible.
Skill 5: Thinking across the syllabus

A common cause for failure in the AFM exam is that students focus on mastering the key numerical
parts of the syllabus (typically investment appraisal, valuation techniques and risk management) but
leave gaps in their knowledge, in two senses:
(1) Failing to carefully revise discussion areas within a given syllabus section
(2) Neglecting some syllabus sections entirely; for example, syllabus Sections A and D are often
neglected because they do not contain complex numerical techniques
The structure of the AFM exam exposes students that have knowledge gaps because:
 Exams are designed so that question-spotting does not work
 The 50-mark question is structured to test multiple syllabus areas
 The 25-mark questions, although often focusing on a specific syllabus section, normally contain
three requirements which often means that a wide variety of topics within this syllabus area
are tested
 And, of course, there are no optional questions
It is therefore crucial that you prepare yourself for the exam by revising across the whole syllabus,
even if your knowledge is deeper in some areas than others there must not be any 'gaps', and
that you practice questions that force you to address a problem from a variety of perspectives. This
skill will often involve thinking outside the confines of one specific chapter of the workbook and
thinking across the syllabus.
xv
STEP 1 Analyse the scenario and requirements. Consider the wording of the requirements
carefully to understand the nature of the problem being faced.
STEP 2 Next, plan your answer. Double-check that you are applying the correct
knowledge and that you are not neglecting other syllabus areas that would
help to support your analysis.
STEP 3 Produce your answer, explaining the meaning of your points – and relating them to
the scenario wherever possible.
Exam success skills

Passing the AFM exam requires more than applying syllabus knowledge and demonstrating the
specific AFM skills; it also requires the development of excellent exam technique through question
practice.
We consider the following six skills to be vital for exam success. The Skills Checkpoints show how
each of these skills can be applied in the exam.
Exam success skill 1
Managing information
Questions in the exam will present you with a lot of information. The skill is how you handle this
information to make the best use of your time. The key is determining how you will approach the
exam and then actively reading the questions.
Advice on developing Managing information

Approach
The exam is 3 hours 15 minutes long. There is no designated 'reading' time at the start of the exam,
however, one approach that can work well is to start the exam by spending 10–15 minutes carefully
reading through all of the questions to familiarise yourself with the exam paper.
Once you feel familiar with the exam consider the order in which you will attempt the questions;
always attempt them in your order of preference. For example, you may want to leave to last the
question you consider to be the most difficult.
If you do take this approach, remember to adjust the time available for each question appropriately –
see Exam success skill 6: Good time management.
If you find that this approach doesn't work for you, don't worry – you can develop your own
technique.
Active reading
You must take an active approach to reading each question. Focus on the requirement first,
underlining key verbs such as 'prepare', 'comment', 'explain', 'discuss', to ensure you answer the
question properly. Then read the rest of the question, underlining and annotating important and
relevant information, and making notes of any relevant technical information you think you will need.
xvi
Introduction
Correct interpretation of the requirements

The active verb used often dictates the approach that written answers should take (eg 'explain',
'discuss', 'evaluate'). It is important you identify and use the verb to define your approach. The
correct interpretation of the requirements skill means correctly producing only what is being
asked for by a requirement. Anything not required will not earn marks.
Advice on developing correct interpretation of the requirements

This skill can be developed by analysing question requirements and applying this process:
Step 1 Read the requirement
Firstly, read the requirement a couple of times slowly and carefully and highlight the
active verbs. Use the active verbs to define what you plan to do. Make sure you
identify any sub-requirements.
Step 2 Read the rest of the question

By reading the requirement first, you will have an idea of what you are looking out
for as you read through the case overview and exhibits. This is a great time saver
and means you don't end up having to read the whole question in full twice. You
should do this in an active way – see Exam success skill 1: Managing Information.
Step 3 Read the requirement again

Read the requirement again to remind yourself of the exact wording before starting
your written answer. This will capture any misinterpretation of the requirements or
any missed requirements entirely. This should become a habit in your approach and,
with repeated practice, you will find the focus, relevance and depth of your answer
plan will improve.
Answer planning: Priorities, structure and logic

This skill requires the planning of the key aspects of an answer which accurately and completely
responds to the requirement.
Advice on developing Answer planning: Priorities, structure and logic

Everyone will have a preferred style for an answer plan. For example, it may be a mind map,
bullet-pointed lists or simply annotating the question paper. Choose the approach that you feel
most comfortable with, or, if you are not sure, try out different approaches for different questions until
you have found your preferred style.
For a discussion question, annotating the question paper is likely to be insufficient. It would be better
to draw up a separate answer plan in the format of your choosing (eg a mind map or bullet-pointed
lists).
Efficient numerical analysis

This skill aims to maximise the marks awarded by making clear to the marker the process of arriving
at your answer. This is achieved by laying out an answer such that, even if you make a few errors,
you can still score subsequent marks for follow-on calculations. It is vital that you do not lose marks
purely because the marker cannot follow what you have done.
xvii
Advice on developing Efficient numerical analysis
This skill can be developed by applying the following process:
Step 1 Use a standard proforma working where relevant
If answers can be laid out in a standard proforma then always plan to do so. This
will help the marker to understand your working and allocate the marks easily. It will
also help you to work through the figures in a methodical and time-efficient way.
Step 2 Show your workings

Keep your workings as clear and simple as possible and ensure they are cross-
referenced to the main part of your answer. Where it helps, provide brief narrative
explanations to help the marker understand the steps in the calculation. This means
that if a mistake is made you do not lose any subsequent marks for follow-on
calculations.
Step 3 Keep moving!

It is important to remember that, in an exam situation, it is difficult to get every
number 100% correct. The key is therefore ensuring you do not spend too long on
any single calculation. If you are struggling with a solution then make a sensible
assumption, state it and move on.
Effective writing and presentation

Written answers should be presented so that the marker can clearly see the points you are making,
presented in the format specified in the question. The skill is to provide efficient written answers with
sufficient breadth of points that answer the question, in the right depth, in the time available.
Advice on developing Effective writing and presentation

Step 1 Use headings
Using the headings and sub-headings from your answer plan will give your answer
structure, order and logic. This will ensure your answer links back to the requirement
and is clearly signposted, making it easier for the marker to understand the different
points you are making. Underlining your headings will also help the marker.
Step 2 Write your answer in short, but full, sentences

Use short, punchy sentences with the aim that every sentence should say something
different and generate marks. Write in full sentences, ensuring your style is
professional.
Step 3 Do your calculations first and explanation second

Questions often ask for an explanation with suitable calculations. The best approach
is to prepare the calculation first but present it on the bottom half of the page of your
answer, or on the next page. Then add the explanation before the calculation.
Performing the calculation first should enable you to explain what you have done.
xviii
Introduction
Good time management

This skill means planning your time across all the requirements so that all tasks have been attempted
at the end of the 3 hours 15 minutes available and actively checking on time during your exam. This
is so that you can flex your approach and prioritise requirements which, in your judgement, will
generate the maximum marks in the available time remaining.
Advice on developing Good time management

The exam is 3 hours 15 minutes long, which translates to 1.95 minutes per mark. Therefore a
10-mark requirement should be allocated a maximum of 20 minutes to complete your answer before
you move on to the next task. At the beginning of a question, work out the amount of time you should
be spending on each requirement and write the finishing time next to each requirement on your
exam paper.
Keep an eye on the clock
Aim to attempt all requirements, but be ready to be ruthless and move on if your answer is not going
as planned. The challenge for many is sticking to planned timings. Be aware this is difficult to
achieve in the early stages of your studies and be ready to let this skill develop over time.
If you find yourself running short on time and know that a full answer is not possible in the time you
have, consider recreating your plan in overview form and then add key terms and details as time
allows. Remember, some marks may be available, for example, simply stating a conclusion which
you don't have time to justify in full.
Question practice
Question practice is a core part of learning new topic areas. When you practise questions, you
should focus on improving the Exam success skills – personal to your needs – by obtaining feedback
or through a process of self-assessment.
xix
xx
Financial strategy:
formulation
Learning objectives
Syllabus
reference no.
Having studied this chapter you will be able to understand the role of the
senior financial adviser in the following areas of financial strategy formulation:
 Develop strategies for the achievement of the organisation's goals in line A1(a)
with its agreed policy framework
 Recommend strategies for the management of the financial resources of A1(b)
the organisation in an efficient, effective and transparent way
 Advise management in setting the financial goals of the business and A1(c)
in its policy development with particular reference to investment selection,
minimising the cost of capital, distribution policy, communicating policy and
goals to stakeholders, financial planning and control and risk management
 Recommend the optimum capital mix and structure within a specific business A2(b)
context and capital asset structure (also covered in Chapter 6)
 Recommend appropriate distribution and retention policy A2(c)
 Assess the ethical dimension within business issues and decisions A3(a),
and advise on best practice in the financial management of the organisation. A3(b)
Demonstrate an understanding of the interconnectedness of the ethics of
good business practice between all functional areas of the organisation
 Recommend appropriate strategies for the resolution of stakeholder conflict A3(c)
and advise on alternative approaches that may be adopted
 Recommend an ethical framework for the development of financial policies A3(d)
and a system for the assessment of their impact
 Explore ethical areas which may be undermined by agency effects or A3(e)
stakeholder conflicts and establish strategies for dealing with them
 Establish an ethical framework grounded in good governance, highest A3(f)
standards of probity and aligned with the ethical principles of the Association
 Assess the impact on sustainability and environmental issues arising from A3(g)
alternative business and financial decisions
 Advise on the impact of investment and financing strategies and decisions on A3(h)
stakeholders, from an integrated reporting and governance perspective
1
Exam context
This chapter we discuss the role and responsibility of the senior financial adviser in the
context of setting financial strategy. This chapter and the next underpin the rest of the syllabus
and introduce some of the key concepts of financial management, some of which will be familiar to
you from the Financial Management exam.
Most of the areas that are introduced here are developed in later chapters. However,
dividend policy is mainly covered in this chapter and should be studied with particular care.
Remember that non-financial issues are also important, and ethical and environmental issues are
considered here reflecting the responsibility of senior financial managers for meeting the competing
needs of a variety of different stakeholders.
Exam questions generally test elements of this chapter as part of a broader scenario-based
question, in either in Section A or B of the exam.
You should already be familiar with the techniques covered here from your earlier studies (of the
Financial Management syllabus). However, it is important to revise them here and to make sure that
you can apply them, as necessary, to the scenario-based questions that you will face in the AFM
exam.
2
1: Financial strategy: formulation
Chapter overview
1 Financial objectives 3 Ethics 3.1 Ethical and

environmental issues
3.2 Ethics and stakeholder

conflict
Financial strategy:
formulation
4 Integrated reporting
2 Financial strategy
formulation
2.1 Investment decision 2.2 Financing decision 2.4 Dividend decision
2.3 Risk management
3
1 Financial objectives
Profit maximisation is often assumed, incorrectly, to be the primary objective of a business.
Reasons why profit is not a sufficient objective
 Investors care about the future

 Investors care about the dividend
 Investors care about financing plans
 Investors care about risk management
For a profit-making company, a better financial objective is the maximisation of shareholder

wealth; this can be measured as total shareholder return (dividend yield + capital gain).
Formula to learn
Total shareholder return = dividend yield + capital gain (or loss)
Dividend per share/share price capital gain (or loss)/share price
Many companies have non-financial objectives that will also be important in assisting a company to
achieve its strategic goals. For example, a manufacturing company that is aiming to differentiate
itself on the basis of quality will require targets for defect rates. This does not negate the importance
of financial objectives but emphasises the need for companies to have other targets than the
maximisation of shareholders' wealth.
2 Financial strategy formulation

A financial strategy should organise an organisation's resources to maximise returns to
shareholders by focussing on future cash flows, financing and risk.
Maximisation of
shareholder wealth
Investment decision Financing decision Dividend decision
Risk management
2.1 Investment decision

Investment decisions (in projects or by making acquisitions) are often seen as the key
mechanism for creating shareholder wealth, but they will need to be carefully analysed to
ensure that they are likely to be beneficial to the investor.
The techniques for analysing investment decisions are covered in depth in Chapters 3–10.
4
2.2 Financing decision

2.2.1 Use of debt finance
One of the main aspects of financing decisions is how much debt a firm is planning to use and
whether using debt finance can help to reduce a business's weighted average cost of capital. The
level of gearing that is appropriate for a business depends on a number of practical issues:
Practical issues Explanation
A new, growing business will find it difficult to forecast cash flows

Life cycle with any certainty, so high levels of gearing are unwise.
If fixed costs are a high proportion of total costs then cash flows will
Operating gearing be volatile; so high gearing is not sensible.
If operating in a highly dynamic business environment then again cash

Stability of revenue flows will be volatile; so high gearing is not sensible.
Security If unable to offer security, debt will be difficult and expensive to obtain.
2.2.2 Financial planning and control

In order to survive, any business must have an adequate net inflow of cash. Businesses should try to
plan for positive net cash flows but at the same time it is unwise to hold too much cash.
When a company is cash-rich the senior financial adviser will have to decide whether to do one (or
more) of the following:
(a) Plan to use the cash, for example for a project investment or a takeover bid for another
company
(b) Pay out the cash to shareholders as dividends, and let the shareholders decide how best to
use the cash for themselves
(c) Repurchase its own shares (share buyback)
Where cash flow has become a problem, a company may choose to sell off some of its assets.
However, it is important to recognise the difference between assets that a company can survive
without and those that are essential for the company's continued operation.
Assets can be divided into three categories.
(a) Those that are needed to carry out the core activities of the business (eg plant and machinery)
(b) Those that are not essential for carrying out the main activities of the business and can be sold
off at fairly short notice (eg short-term marketable investments)
(c) Those that are not essential for carrying out the main activities of the business and can be sold
off to raise cash, but may take some time to sell (eg long-term investments, subsidiary
companies)
The financing decision is discussed in Chapter 6 and techniques linked to the financing
decision are covered in a number of later chapters.
2.3 Risk management decision

Risk management decisions, in the AFM exam, mainly involve management of exchange rate
and interest rate risk and project management issues.
Again, the volatility of an organisation's cash flows are a powerful influence on its
approach to risk management. The more volatile cash flows are, the more important risk
5
management becomes. Risk management is discussed in Chapter 2 and risk management
techniques are covered later in Chapters 11–13.
2.4 Dividend decision

The dividend decision is related to how much a firm has decided to spend on investments and
also to how much of the finance needed for investments is being raised externally (financing
decision); this illustrates the interrelationship between these key decisions.
2.4.1 Influence of the investment decision
If a company is growing then much of the cash it has will be better used to invest in positive NPV
projects, so it will not have the liquidity to pay dividends. Shareholder expectations will often
be for low or even zero dividends in these circumstances.
2.4.2 Influence of the financing decision
However, if a company can borrow to finance its investments, it can still pay dividends. There are
legal constraints over a company's ability to do this; it is only legal if a company has
accumulated realised profits.
2.4.3 Influence of the lifecycle
Dividend policy often changes during the course of a business's lifecycle.
Time
Young company: Mature company:

Zero or low dividend Higher dividend payouts
High growth/investment needs Lower growth/investment needs
Wants to minimise debt, as cash Debt more suitable as cash flows
flows are unstable stabilise
2.4.4 Dividend capacity

Investment and financing issues will impact on an organisation's capacity to pay a dividend.
Dividend capacity: the cash generated in any given year that is available to pay to ordinary
shareholders (it is also called free cash flow to equity).
Key term
You may be asked to calculate dividend capacity.
Dividend capacity
Profits after interest, tax and preference dividends

less
debt repayment, share repurchases, investment in
assets
plus
depreciation, any capital raised from new share issues
or debt
6
Activity 1: Dividend capacity

The following projected financial data relates to CX Co.
$m
Operating profit 400
Depreciation 60
Finance charges paid 30
Preference dividends paid 15
Tax paid 75
Ordinary dividends paid 60
The book value of CX's non-current assets last year were $200 million. This is projected to rise by
$40 million.
CX Co is planning to repay $100 million of debt during the next year.
Required
Estimate and comment on the dividend capacity of CX Co.
Solution
7
2.4.4 Practical dividend policies
Having considered these factors, companies will formulate and communicate their policy to ensure
that shareholders have realistic expectations regarding the dividends they are likely to receive.
Policy Explanation
Constant payout ratio Logical but can create volatile dividend movements if profits are volatile
Stable growth Set at a level that signals the growth prospects of the company, but may
be difficult to maintain if circumstances change
Residual policy Only pay a dividend after all positive NPV projects have been funded
2.4.5 Scrip dividends

A company will sometimes offer a scrip dividend (extra shares) instead of cash. Compared to a
cash dividend, a scrip dividend boosts a company's cash flow and may benefit shareholders if the
cash is re-invested in positive NPV projects that could not otherwise have been financed.
An enhanced scrip dividend involves giving the shareholder a choice over whether to take cash
or shares but offering a generous amount of shares so that it is likely that shareholders will choose to
take shares instead of cash.
2.4.6 Share buybacks
As an alternative to a cash dividend, a company can choose to return significant amounts of cash to
shareholders by means of a share buyback (or repurchase).
Advantages of share buybacks:
 Avoids increasing expectations of higher dividends in future (which may be a problem if
dividends are increased).
 Provides disaffected shareholders with an exit route, in this sense it is a defence against a
takeover.
 Taxed as a capital gain which may be advantageous if the tax on capital gains is below the
rate used to tax dividend income.
 If shares are under-valued, the company may be able to buy shares at a low price
which will benefit the remaining shareholders. Fewer shares will improve EPS and DPS ratios.
2.4.7 Special dividends
Another way of returning significant amounts of cash to shareholders is by a special dividend; a
cash payment far in excess of the dividend payments that are normally made. This has a similar
effect of returning significant amounts of cash to shareholders, but unlike a share buyback it impacts
all shareholders.
A special dividend is more attractive than a share buy-back if shares are over-valued, and avoids
shareholders potentially diluting their control by participating in a share buyback.
Essential reading
See Chapter 1 Section 1 of the Essential reading, available in Appendix 2 of the digital edition of
the Workbook, for more background information on dividend policy; this includes subject matter
such as Modigliani and Miller's dividend irrelevance theory that should be familiar from your earlier
studies.
8
3 Ethics
For financial strategy to be successful it needs to be communicated and supported by key
stakeholder groups:
 Internal – managers, employees
 Connected – shareholders, banks, customers, suppliers
 External – government, pressure groups, local communities
Where a strategy creates a conflict between the interest of shareholders and those of other
stakeholder groups then this can create ethical issues which need to be carefully managed.
3.1 Ethical and environmental issues in financial management

The key financial objective for a business is to create wealth for its shareholders. However, this can
create adverse impacts on other stakeholders. You may be required to analyse this as a part of an
exam question, which will require you to use your common sense to consider the impacts and how
the stakeholders may react.
Activity 2: Ethical considerations in financial management

Required
Complete the following table with ideas of potential issues in key areas of financial management.
Solution
Area of financial Ethical considerations

management
Investment
Financing
Dividend policy
Risk management
3.2 Ethics and stakeholder conflict

Ethical issues often arise from a conflict between the needs of different stakeholder
groups. Questions which include ethical considerations are likely to be of a practical nature and
are likely to require you to give practical advice on a fair resolution of stakeholder conflict.
Most commonly this will be a conflict between shareholder needs (ie financial gain) and the
needs of another stakeholder, but other conflicts may also need to be managed.
9
3.2.1 Examples of stakeholder conflict
Directors and shareholders
Directors may be more risk averse than shareholders because a greater proportion of their income
and wealth is tied up in the company that employs them, whereas many shareholders will hold a
diversified portfolio of shares. Also, directors may focus their decision making on benefiting their
own division instead of the company as a whole.
The relationship between management and shareholders is sometimes referred to as an agency
relationship, in which managers act as agents for the shareholders.
The goal of agency theory is to find governance structures and control mechanisms (incentives)
that minimise the problem caused by the separation of ownership and control.
Between different shareholder groups
Some shareholders might have a preference for short-term dividends, others for long-term capital gain
(requiring more cash to be reinvested, and less to be paid as a dividend).
Between shareholders and debt holders
Debt holders may be more risk averse than shareholders, because it is only shareholders who will
benefit if risky projects succeed.
Shareholders and staff/customers/suppliers
Pursuit of short-term profits may lead to difficult relationships with other stakeholders. For example,
relationships with suppliers and customers may be disrupted by demands for changes to the terms of
trade. Employees may be made redundant in a drive to reduce costs. These policies may aid short-
term profits, but at the expense of damaging long-term relationships and consequently damaging
shareholder value in the long term.
Shareholders and external stakeholders
The impact of a company's activities may impact adversely on its environment, eg noise, pollution.
3.2.2 Ethics and other functional areas of the organisation
Ethics should govern the conduct of corporate policy in all functional areas of a company, such as
the company's treatment of its workers, suppliers and customers.
The ethical stance of a company is concerned with the extent that an organisation will
exceed its minimum obligations to its stakeholders.
Essential reading
See Chapter 1 Sections 2 and 3 of the Essential reading, available in Appendix 2 of the digital
edition of the Workbook, for more background information on this area.
3.2.3 A framework for developing ethical policies

In principle, an effective framework will help to analyse some ethical issues in exam questions.
It will also be appropriate to apply your common sense to create practical solutions
to the ethical problems that appear as part of an exam question.
10
1 Establish stakeholder 2 Ensure that the company's 3 Introduce safeguards to

concerns fundamental ethical reduce threats to an
principles are understood acceptable level
• Assess impact of activities
by everyone
(eg investments) on • Policies and procedure
stakeholders, and ensure • Issue a code of conduct • Executive bonus schemes
that solutions are outlining key ethical could be revamped to
researched to try to meet values include ethical measures
their needs where • Shows commitment from
possible. • Greater powers to the
senior management risk management function
• Ethical concerns should • Provides guidance for
then be reported to an • Whistleblowers' hotline to
staff ensure confidential
ethics committee to
ensure that the Board is responses to concerns
aware and can take
action.
3.2.4 Governance
Safeguarding against the risk of unethical behaviour may also include the adoption of a corporate
governance framework of decision making that restricts the power of executive directors and
increases the role of independent non-executive directors in the monitoring of their duties.
In some countries this can include a non-executive supervisory board with representatives
from the company's internal stakeholder groups including the finance providers, employees and the
company's management. It ensures that the actions taken by the board are for the benefit of all the
stakeholder groups and to the company as a whole.
The aim of integrated reporting is to explain how an organisation creates value over time and
the nature and quality of an organisation's relationships with its stakeholders.
Integrated reporting will involve reporting, among other things, on sustainability/environmental issues
and this may help to enhance the importance with which these issues are treated.
Integrated reporting is designed to make visible the capitals (resources and relationships used and
affected by the organisation) on which the organisation depends, and how the organisation uses
those capitals to create value in the short, medium and long term.
4.1 The capitals
Capitals
Financial Funds available, obtained through financing or generated through operations
Intellectual Intangibles providing competitive advantage (patents, copyrights etc)
Social and Shared norms, common values and behaviours

relationship Key stakeholder relationships, willingness to engage with stakeholders
Human Support for organisation's governance framework and ethical values
Manufactured Manufactured physical objects used (buildings, equipment, infrastructure)
Natural Renewable and non-renewable environmental resources and processes
You can remember the capitals as FISH MN.
Essential reading
the Workbook, for more background information on this area.
11
Chapter summary
1 Financial objectives Financial strategy:

formulation
Profit is NOT the key financial goal
 It is historic
 It is not cash
 It ignores other factors, such as risk
The key financial objective is total shareholder
return, measured as dividend yield + capital
gain.
formulation
2.1 Investment decision

– find attractive new projects
2.2 Financing decision 2.3 Risk management

– minimise cost of capital
Debt is a cheap source of finance, and can be used

to reduce the cost of capital; the appropriate
level of gearing depends on a number of
practical factors.
Practical issues
Life cycle – a new, growing business will find it

difficult to forecast cash flows so high levels of
gearing are unwise
Operational gearing – if fixed costs are high

then contribution (before fixed costs) will be high
relative to profits (after fixed costs). High fixed costs
mean cash flow is volatile, so high gearing is not
sensible
Stability of revenue – if operating in a highly

dynamic business environment then high gearing is
not sensible
Security – if unable to offer security then debt will

be difficult and expensive to obtain
12
2.4 Dividend decision

– pay out or reinvest?
Investment decision
 Companies with many investment opportunities (young/high
growth companies) may find it difficult to pay a dividend.
Financing decision
 Companies that have volatile cash flows (and therefore prefer to
minimise their use of debt finance) will often pay lower dividends.
Dividend capacity (free cash flow to equity)
 Cash available for paying a dividend. Calculated as:
less
debt repayment, share repurchases, investment in assets
plus
depreciation, any capital raised from new share issues or debt.
Possible policies:
 Constant payout
 Stable growth
 Residual
 Scrip dividends
 Special dividends
 Share buybacks
Dividend irrelevance theory (M&M)
 In a tax-free world, shareholders are indifferent between
dividends and capital gains, and the value of a company is
determined solely by the 'earning power' of its assets and
investments.
 Ignores impact of tax and practical difficulty and cost of raising
finance.
3 Ethics 4 Integrated reporting
Communication with stakeholders.

Reporting financial, manufactured,
human, intellectual social & natural
3.1 Ethical and 3.2 Ethics and
capitals.
environmental issues stakeholder conflict
Unfair impact on stakeholders. Companies need to understand the ethical

issues it faces, resulting from stakeholder
conflict. It should state its ethical principles
and introduce safeguards (eg to align
interests of management to shareholders:
agency theory).
13
1. Total shareholder return

This is a measure of the change in shareholder wealth over a year. Calculated as dividend yield
+ capital gain/loss.
2. Financial strategy
Involves key decisions over investment, financing, dividends and risk management. Each
decision affects the others.
3. Dividend capacity
Dividend capacity is the cash generated in any given year that is available to pay to ordinary
4. Scrip dividend
A dividend paid in shares.
5. Integrated reporting
Designed to make visible the capitals (resources and relationships used and affected by the
organisation) on which the organisation depends, how the organisation uses those capitals and
its impact on them. The capitals are financial, manufactured, intellectual, human, natural
(remember as FISH MN).
14
Further study guidance
Question practice
Now try the questions below from the Further question practice bank (available in the digital edition of the
Workbook):
Q1 Mezza
Q2 Stakeholders and ethics
Research exercise
Use an internet search engine to identify the ethical code of conduct for a company and have a look at
the types of values and behaviours it contains. Choose any company you have an interest in, if you want
a suggestion the BP code of conduct is an interesting document to analyse. This is available here:
https://www.bp.com/content/dam/bp-country/en_au/products-services/procurement/code-of-
conduct.pdf
There is no solution to this exercise.
15
16
Financial strategy:
evaluation
Learning objectives
Syllabus
reference no.
Having studied this chapter you will be able to:
 Assess organisational performance using methods such as ratios and trends A2(a)
 Recommend the optimum capital mix and structure within a specific business A2(b)
context and capital asset structure (covered in Chapters 1 and 6)
 Recommend appropriate distribution and retention policy (Chapter 1) A2(c)
 Explain the theoretical and practical rationale for the management of risk A2(d)
(also covered in Chapter 11)
 Assess the company's exposure to business and financial risk including A2(e)
operational, reputational, political, economic, regulatory and fiscal risk
 Develop a framework for risk management, comparing and contrasting risk A2(f)
mitigation, hedging and diversification strategies
 Establish capital investment monitoring (see Chapter 3) and risk management A2(g)
systems
 Advise on the impact of behavioural finance (also covered in Chapter 8) A2(h)
 Apply appropriate models, including term structure of interest rates, the yield B4(a) in part
curve and credit spreads to value corporate debt
 Calculate and evaluate the cost of capital of an organisation, including the B3(c) in part
cost of equity and the cost of debt
 Demonstrate detailed knowledge of business and financial risk and the B3(d) in part
capital asset pricing model
17
Exam context
This chapter starts by examining the financing decision, which is a key aspect of financial
strategy. Cost of capital calculations are important in AFM and will be developed in later chapters.
A sound knowledge of the capital asset pricing model is especially important for AFM. Basic cost of
capital calculations are assumed knowledge from the Financial Management exam but are recapped
in the Essential reading (available in Appendix 2 of the digital edition of the Workbook) as indicated
in the relevant sections of this chapter.
We then move on to look at how the performance of a financial strategy can be evaluated
using ratio analysis. This topic is frequently examined and must not be neglected.
This chapter also introduces the important topic of risk management. An understanding of risk
is often important in evaluating a financial strategy. However, the main tools of risk management are
covered in Chapters 11–13.
Finally, we introduce behavioural finance to explain why, when evaluating a financial strategy, we
may find that it is not focused on shareholder value. This topic is considered further in Chapter 8.
18
2: Financial strategy: evaluation
Chapter overview
4 Behavioural finance
4.1 Management behaviour
4.2 Investor behaviour
Financial strategy:
evaluation
1 Financing decision 2 Assessing corporate 3 Risk management

performance
2.1 Key profitability 3.1 Different types of risk

1.1 Cost of equity ratios
3.2 Relationship between

2.2 Shareholder business and financial risk
1.2 Cost of debt investor ratios
3.3 The rationale for risk

management
1.3 Weighted average
cost of capital (WACC)
3.4 Risk management
techniques
19
1 Financing decision
The primary objective of a profit-making company is normally assumed to be to maximise
shareholder wealth. Investments will increase shareholder wealth if they cover the cost of
capital and leave a surplus for the shareholders. The lower the overall cost of capital the
greater the wealth that is created.
In order to be able to minimise the overall cost of finance, it is important initially to be able to
estimate the costs of each finance type.
The cost of the different forms of capital will reflect their risk. Debt is lower risk than
equity because debt ranks before equity in the event of a company becoming insolvent, and because
interest has to paid. Therefore, debt will be cheaper than equity and the more security attached to
the debt the cheaper it should be.
These cost of capital calculations can be performed as part of an evaluation of different proposed
financing strategies, or as part of an evaluation of the investment decision.
1.1 Cost of equity – using the capital asset pricing model

Rational investors will create a diversified investment portfolio to reduce their exposure to risk.
Activity 1: Introductory example
Annual returns on possible investments

Oil price Likelihood Oil company Airline company 50:50 portfolio
High 25% 25% –5%
Average 50% 10% 10%
Low 25% –5% 25%
Expected return 10% 10%
Required
Complete the table above and comment on the return and risk of each investment opportunity.
Solution
20
By continuing to diversify, shareholders can further reduce risk.
Portfolio standard deviation
Unsystematic (specific) risk
Systematic (market) risk

0
10 20 30
Number of securities
1.1.1 Unsystematic (specific) risk
Unsystematic (or specific) risk: the component of risk that is associated with investing in that
particular company. This can be reduced by diversification.
Key term
Unsystematic (or specific) risk is gradually eliminated as the investor increases the diversity of
their investment portfolio until it is negligible (the 'well-diversified portfolio').
Diversification is important because it enables investors to eliminate virtually all of the risks that are
unique to particular industries or types of business. However, diversification does not offer any
escape from general market factors (eg a recession) that can affect all companies.
1.1.2 Systematic (market) risk

The risk that remains, for a diversified shareholder, is called systematic (or
'market') risk.
Systematic (or market) risk: the portion of risk that will still remain even if a diversified portfolio
has been created, because it is determined by general market factors.
Key term
Market risk is caused by factors which affect all industries and businesses to some extent or other,
such as: interest rates, tax legislation, exchange rates and economic boom or recession.
Commercial databases such as Reuters monitor the sensitivity of firms to general market factors by
using historic data to calculate the average change in the return on a share each time
there is a change in the stock market as a whole; this is called a beta factor.
1.1.3 Beta factors
Beta factor: a measure of the sensitivity of a share to movements in the overall market. A beta
factor measures market risk.
Key term
21
A beta factor of 1 is average because it means that the average change in the return on a
share has been the same as the market eg if the market fell by 1% this share also fell by 1% on
average.
Beta < 1.0 Beta = 1.0 Beta > 1.0
Increasing risk
Share < Average risk Share = Average risk Share > Average risk
Increasing return
Return < Average Return = Average Return > Average
Beta factors vary because some shares are very sensitive to stock market downturns
due to:
 The nature of the products or services that are sold (luxuries will have a higher beta)
 The level of financial gearing (higher gearing means higher risk)
1.1.4 Capital asset pricing model
The Capital Asset Pricing Model (CAPM) calculates the expected return (or cost) of equity (Re or Ke)
on the assumption that investors have a broad range of investments, and are only worried about
market risk, as measured by the beta factor.
The CAPM is shown on your formula sheet as:
Formula provided
E(ri) = Rf +  (E(Rm ) – Rf)
Where E(ri) = the expected (target) return on security by the investor
Rm = expected return in the market
 = the beta of the investment
Rf = the risk-free rate of interest
Rm – Rf = market premium
Activity 2: Technique demonstration

Mantra Co has an equity beta of 1.5. Assume there is a market premium for risk of 4%, and the risk-
free rate is 2%.
Required
Estimate Mantra Co's cost of equity.
22
Solution
Limitations of the CAPM Discussion
Estimating market return This is estimated by considering movements in the stock market
as a whole over time. This will overstate the returns achieved
because it will not pick up the firms that have failed
and have dropped out of the stock market
Estimating the beta factor Beta values are historical and will not give an accurate
measure of risk if the firm has recently changed its gearing or its
strategy
Other risk factors It has been argued the CAPM ignores the impact of:
 Size of the company (the extra risk of failure for small
companies)
 The ratio of book value of equity to market value of equity
(shares with book values that are close to their market
values are more likely to fail)
Essential reading
the Workbook, for more on the cost of equity from your earlier studies.
1.2 Cost of debt

There are many sources of debt finance including:
 Bank loans
The cost of a loan will be given: because a company will obtain tax relief on interest paid, the
cost will be multiplied by (1 – t) to get the post-tax cost of debt.
Illustration
Kay Co has a $1 million loan on which it pays 5% interest.
If the rate of tax on corporate profits is 20% then the interest payment of $50,000 will reduce
taxable profit and Kay Co's tax bill will therefore fall by $50,000  0.20 = $10,000. The net cost of
the loan is therefore $50,000 – tax saving of $10,000 = $40,000 or 4% (on a loan of $1m).
A quick way of calculating this is 5%  (1 – 0.2) = 4%.
23
 Bond/debenture/loan note
– A tradeable IOU (ie an acknowledgment of the debt) with
IOU $100 a nominal value $100 or $1000, normally maturing in
7–30 years and paying fixed interest; protected by
Pay interest of covenants (eg restrictions on dividend policy; covenants
4% are covered in detail in section 3 of Chapter 14)
Repay $100 in
– Slower and more expensive to organise than a
10 years' time
loan and less flexible than a bank loan in the event of
default (a bank generally is more flexible in renegotiating
a loan if a firm is unable to meet its loan repayments
because it will want to maintain an ongoing commercial
relationship with that firm)
– Normally redeemable at its nominal value ($100)
– Often cheaper interest costs compared to a loan
(because it is a liquid investment, ie can be sold by the
investor, so investors are happy to accept a lower rate of
return in exchange for this convenience)
The cost of a bond can be estimated by considering:
(a) The risk free rate derived from the yield curve for a bond of that specified duration
(b) The credit risk premium – derived from the bond's credit rating
1.2.1 Yield curve

The yield curve shows how the yield on government bonds vary according to the term of the
borrowing. The curve shows the yield expected by the investor assuming that the bond pays all of the
return as a single payment on maturity. Normally it is upward sloping.
% Yield
Normal yield curve
5.8
5.5
3 5 Years to maturity
There are a number of explanations of the yield curve; at any one time both may be influencing the
shape of the yield curve.
(a) Expectations theory – the curve reflects expectations that interest rates will rise in the
future, so the government has to offer higher returns on long-term debt.
(b) Liquidity preference theory – the curve reflects the compensation that investors require
higher annual returns for sacrificing liquidity on long-dated bonds.
24
1.2.1 Credit ratings

A bond's credit rating will also affect the return that is required by investors. An example of the
ratings used by a major ratings agency are shown below:
Standard & Poor's Definition
AAA, AA+, AAA–, AA, AA–, A+  Excellent quality, lowest default risk
A, A–, BBB+  Good quality, low default risk
BBB, BBB–, BB+  Medium rating
BB or below  Junk bonds (speculative, high default risk)
The extra return (or yield spread) required by investors on a bond will depend on its credit rating,
and its maturity. This is often quoted as an adjustments to the risk free rate (as indicated by the yield
curve) in basis points (1 point = 0.01%).
Maturity 3 years
Rating
AAA 18
A 75

Mantra Co has issued AAA rate bonds with three years to maturity.
Tax is 30%.
Required
Complete the following table (using the yield curve in Section 1.2.1 and the yield spread in Section
1.2.2) to estimate Mantra's current cost of debt.
Solution
Credit spread on existing AAA rated bonds
Yield curve benchmark
Cost of debt (pre-tax)
Cost of debt post-tax
25
1.3 Weighted average cost of capital
To calculate a project NPV, or to assess a proposed financing plan, you may be required to
calculate the weighted average cost of capital for the business (WACC). You will have covered this
in your earlier studies of the Financial Management exam, and it is recapped here.
Formula provided
 Ve   Vd 
WACC =   Ke +   Kd (1–T)

 Ve + Vd   Ve + Vd 
Ve = total market value (ex-div) of issued shares
Vd = total market value (ex-interest) of debt
Ke = cost of equity in a geared company
Kd = cost of debt
The formula provided assumes that there are two sources of finance – debt and equity. You may
have to adapt the formula if there are extra types of finance (for example two different types of debt)
by adding in additional terms for the cost and value of these extra types of finance.
1.3.1 Calculating market values of debt and equity

You may need to calculate these market values, if they are not provided in a question.
Chapter 8 deals with the valuation of equity.
To value debt you need to calculate the present value of its future cash flows,
discounted at the required return (pre-tax). This is illustrated below.

Mantra Co's bonds have a nominal value of £100 and a total nominal value of £0.49 billion. The
bonds pay a coupon rate of 6.2% annually. Further information on credit spreads and yield curve
spot rates are given below:
Maturity 1 year 2 years 3 years
AAA 8 12 18
Yield curve spot rate 4.5 5.0 5.5
Required return (pre-tax) 4.58% 5.12% 5.68%
Required
Complete the following calculations to estimate the total market value of Mantra Co's debt.
Solution
Time 1 2 3 Total
Per £100 6.2 6.2 106.2
DF 4.58%
DF 5.12%
DF 5.68%
PV
26
1.3.2 Using the WACC formula

A brief reminder of how to use the basic WACC formula is provided in the next activity.
Activity 5: Calculating the WACC

Mantra has a total market value of £1 billion, split 50% debt and 50% equity.
Mantra has a cost of equity of 8% and a post-tax cost of debt of 3.98%. Tax is 30%.
Required
Calculate Mantra Co's WACC.
Solution
1.3.3 Assumptions made when using WACC for project evaluation

The WACC can only be used for project evaluation if:
(a) In the long term the company will maintain its existing capital structure (ie financial risk is
unchanged)
(b) The project has the same risk as the company (ie business risk is unchanged)
If these factors are not in place (ie risk changes) then the company's existing cost of equity will
change.
Where the risk of an extra project is different from normal, there is an argument for a cost of capital
to be calculated for that particular project; this is a project-specific cost of capital and is
covered in Chapter 7.
One of the optional performance objectives in your PER is to advise on the appropriateness and cost
PER alert of different sources of finance. Another is to identify and raise an appropriate source of finance for a
specific business need. This chapter covers some of the common sources of finance and the linked
area of dividend policy.
2 Assessing corporate performance

You may be expected to use ratio analysis to evaluate the success of a financial strategy.
Ratios are normally split into four categories: profitability, debt, liquidity and shareholder investor
ratios. In the context of assessing performance it is most likely that profitability and shareholder
investor ratios will be most relevant. Debt and liquidity ratios are covered later.
You need to learn these ratios.
27
2.1 Key profitability ratios
Profitability ratios: ROCE, profit margin and asset turnover
Formula to learn
PBIT PBIT Revenue
ROCE = = 
Capital employed Revenue Capital employed
Profit margin  Asset turnover
ROCE should ideally be increasing. If it is static or reducing it is important to determine whether this
is due to a reduced profit margin (which is likely to be bad news) or lower asset turnover (which may
simply reflect the impact of a recent investment).
Capital employed = shareholders' funds + long-term debt finance
Alternatively, capital employed can be defined as Total assets less Current liabilities.
If ROCE is calculated post tax then it can be compared against the weighted average cost of
capital (also post tax) to assess whether the return provided to investors is adequate.
2.2 Shareholder investor ratios

Total shareholder return is often used to measure changes in shareholder wealth.
Formula to learn
Total shareholder return = dividend yield + capital gain/(loss)
dps/share price capital gain (loss)/share price*
*Share price at the start of the year
Total shareholder return (or return on equity) can be compared against the cost of equity (Ke) to
assess whether the return being provided is adequate.
Earnings
Return on equity =
Shareholders' funds
Profits distributable to ordinary shareholders

Earnings per share =
Number of ordinary shares issued
Market price per share

Price-earnings ratio =
EPS
The value of the P/E ratio reflects the market's appraisal of the share's future prospects – the more
highly regarded a company, the higher its share price and its P/E ratio will be.
Activity 6: Ratio analysis

Splinter Co is considering selling its equity stake in Neptune Co.
Neptune Co. operates in a sector that is underperforming. Over the past two years, sales revenue
has fallen by an average of 8% per year in the sector.
Given below are extracts from the recent financial statements and other financial information for
Neptune Co and the sector.
28
Neptune Co year ending 31 May

20X6 20X7
$m $m
Equity
Ordinary shares ($0.25) 150 150
Reserves 410 458
Total equity 560 608
Non-current liabilities
Bank loans 108 90
Bonds 210 200
Total non-current liabilities 318 290
Sales revenue 2,670 2,390

Profit for the year 288 144
Other financial information (based on annual figures to 31 May of each year)

20X5 20X6 20X7
Neptune Co average share price ($) 5.00 4.80 4.00
Neptune Co dividend per share ($) 0.36 0.40 0.30
Sector average capital gain +16.53% –1.60% +12.21%
Sector average P/E 12.29 13.54 13.57
Sector average dividend yield +7.73% +6.64% +7.21%
Neptune Co's equity beta 1.4 1.5 1.6
Sector average equity beta 1.5 1.6 2.0
The risk-free rate and the market return are 4% and 10% respectively.
Required
(a) Evaluate Neptune Co's total shareholder return.
(b) Using your analysis from part (a), and other relevant ratios, analyse whether Splinter Co
should dispose of its equity stake in Neptune Co.
Solution
29
Essential reading
the Workbook, for further discussion of basic ratio analysis.
3 Risk management
3.1 Different types of risk
3.1.1 Business risk
Business risk arises from the type of business an organisation is involved in and relates to
uncertainty about the future and the organisation's business prospects.
 Political risk – the risk of government action which damages shareholder wealth (eg exchange
control regulations could be applied that may affect the ability of the subsidiary to remit profits to
the parent company).
 Economic risk – for example the risk of a downturn in the economy.
 Fiscal risk – including changes in tax policies which harm shareholder wealth.
 Operational risk – human error, breakdowns in internal procedures and systems.
 Reputational risk – damage to an organisation's reputation can result in lost revenues or
significant reductions in shareholder value.
Business risk is a mixture of systematic and unsystematic risk. The systematic risk comes
from such factors as revenue sensitivity to macro-economic factors and the mix of fixed and variable
costs within the total cost structure. Unsystematic risk is determined by such company-specific factors
as management mistakes, or labour relations issues, or production problems.
Activity 7: Business risk

DX Co is a retailer of sports equipment, with a reputation for selling low price reasonable
quality products. The manufacture of its products is completely outsourced to companies operating in
low-cost countries. Most of DX's staff are paid low wages and are on zero-hours contracts.
Relations between staff and management are poor.
Required
Identify some examples of business risk for DX Co.
Solution
30
3.1.2 Non-business/financial risk

Non-business risk may arise from an adverse event (accident/natural disaster) or to risks arising
from financial factors (financial risk).
Financial risk: the volatility of earnings due to the financial policies of a business.
Key term
Long-term financial risks are mainly caused by the structure of finance; the mix of equity and
debt capital, the risk of not being able to access funding, and whether the organisation has a
sufficient long-term capital base for the amount of trading it is doing (overtrading).
Short-term financial risk also exists and need to be managed.
Examples of short-term Explanation

financial risk
Exchange rate and Risks arising from unpredictable cash flows due to interest rate or
interest rate risk exchange rate movements (covered in later chapters)
Credit risk Late or non-payment by a customer
Liquidity risk Inability to obtain cash when needed
3.2 Relationship between business and financial risk
decreasing
increasing
Business risk Financial risk
A business with high business risk may be restricted in the amount of financial risk it can
sustain because, if financial risk is also high, this may push total risk above the level that is
acceptable to shareholders.
It will be important for the financial strategy of an organisation facing high business risk to
minimise debt finance, and to hedge a greater proportion of its currency and interest
rate exposure, ie to minimise financial risk.
3.3 The rationale for risk management

3.3.1 Arguments against risk management
In order to generate returns for shareholders a company will need to accept a degree of risk. In
addition, as we have seen, shareholders can diversify away some of the risk that they face
themselves.
If risk management is unnecessary then the time and expense that it involves, it could be argued,
reduces shareholder wealth.
3.3.2 Arguments in favour of risk management

The main arguments in favour of risk management (eg hedging) are based on the idea that in reality
there is no guarantee that firms will be able to raise funds to finance attractive projects (ie capital
markets are imperfect). Hedging should reduce the volatility of a company's earnings, and this can
have a number of beneficial effects:
31
(a) Attracting investors: because there is a lower probability of the firm encountering
financial distress.
(b) Encouraging managers to invest for the future: especially for highly geared firms,
there is often a risk of underinvestment because managers are concerned about the risk
of not being able to meet interest payments. Risk management reduces the incentive to
underinvest, since it reduces uncertainty and the risk of loss.
(c) Attracting other stakeholders: for example, suppliers and customers are more likely to
look for long-term relationships with firms that have a lower risk of financial distress.
3.4 Common risk management techniques

Techniques that relate to the AFM syllabus include:
 Risk mitigation
– The process of transferring risks out of a business. This can involve hedging
(covered in Chapters 12–13) or insurance or even avoiding certain risks completely.
As already mentioned, a certain level of risk is inevitable and even desirable in business. The
process of risk management needs to consider whether the company requires a risk mitigation
strategy by considering the costs of such a strategy, the existing level of business and financial
risk, and the risk preferences of the company.
 Risk diversification
– Reducing the impact of risk by investing in different business areas. However, the
benefits from diversification can normally be gained by shareholders building portfolios
of different shares. If this has already been done then diversification by a company may
not benefit shareholders unless it involves moving into business areas that shareholders
cannot access by themselves (eg new international markets where foreign share
ownership is regulated), or if the diversification creates synergy with existing operations
(synergy is discussed in Chapter 9).
Essential reading
the Workbook, for more detail about practical techniques for managing risk which you have seen in
your earlier studies.
4 Behavioural finance
Behavioural finance considers the impact of psychological factors on financial strategy. This
challenges the idea that managers and investors behave in a rational manner based on sound
economic criteria.

Some of the main psychological factors affecting managerial decision-making are:
 Overconfidence – tendency to overestimate their own abilities. This may help to explain
why many acquisitions are overvalued (this aspect is covered further in Chapter 8). This could
also help to explain why many boards believe that the stock market undervalues their shares.
This can lead to managers taking actions that may not be in their shareholders' best interests,
such as delisting from the stock market or defending against a takeover bid that they believe
undervalues their company.
32
 Entrapment – managers are also reluctant to admit that they are wrong (they become
trapped by their past decisions, sometimes referred to as cognitive dissonance). This helps to
explain why managers persist with financial strategies that are unlikely to succeed.
For example, in the face of economic logic managers will often delay decisions to terminate
projects because the failure of the project will imply that they have failed as managers.
 Agency issues – managers may follow their own self-interest, instead of focusing on
shareholders.
Analysis of these types of behavioural factors can help to evaluate possible causes behind a
failing financial strategy.
4.2 Investors
Some of the main behavioural factors are:
 Search for patterns – investors look for patterns which can be used to justify investment
decisions. This might involve analysing a company's past returns and using this to extrapolate
future performance, or comparing peaks or troughs in the stock market to historical peaks and
troughs. This can lead to herding.
This is compounded by a reluctance of investors to admit that they are wrong (sometimes
referred to as cognitive dissonance).
 Narrow framing – many investors fail to see the bigger picture and focus too much on
short-term fluctuations in share price movements; this can mean that if a single share in a large
portfolio performs badly in a particular week then, according to theories such as CAPM, this
should not matter greatly to an investor who is investing in a large portfolio of shares over,
say, a 20-year period. However, in reality, it does seem to matter – which indicates that
investors show a greater aversion to risk than the CAPM suggests they should.
 Availability bias – people will often focus more on information that is prominent
(available). Prominent information is often the most recent information; this may help to
explain why share prices move significantly shortly after financial results are published.
 Conservatism – investors may be resistant to changing their opinion so, for example, if a
company's profits are better than expected the share price may not react significantly because
investors underreact to this news.
If the stock markets are not behaving in a rational way, it may be difficult for managers to influence
the share price of their company and the share price may not be a reliable estimate of the
company's value.
33
Chapter summary
4 Behavioural finance Management behaviour

affected by:
Overconfidence/entrapment/
agency issues/confirmation bias
Investor behaviour affected by:
4.2 Investor behaviour Herding/cognitive dissonance/
narrow framing/availability bias/
conservatism
Financial strategy:
evaluation
1 Financing decision 2 Assessing corporate

3 Risk management
performance
2.1 Key profitability 3.1 Different types of risk

1.1 Cost of equity
1.1 Cost of equity ratios
Business risk
The most expensive finance, (most risky) ROCE
Financial risk (gearing/interest
Profit margin  Asset turnover and exchange rate)
Beta measures systematic risk, average beta
=1 2.2 Shareholder 3.2 Relationship between
investor ratios business and financial risk
Limitations of the CAPM
TSR
Market This will be volatile, High business risk should mean a
Dividend yield + capital gain
return estimates don't pick up policy of minimising financial risk
(compare to Ke) and vice versa
firms that fail.
Return on equity
Beta Beta values are historic,
EPS
and become out of date if 3.3 The rationale for risk
the firm changes its P/E ratio management
gearing or strategy.
Stabilising earnings
Size Ignores impact of size on Encouraging investment
risk.
Stakeholder relationships
Alternatively: dividend growth model:
3.4 Risk management
techniques
Risk mitigation
1.2
1.2 Cost
Cost of
of debt
debt 1.3 WACC
Hedging
The cheapest finance is debt A weighted average of the cost of Diversification
(especially if secured) – the cost of debt is equity and the cost of debt (and
Kd (pre-tax). any other sources of finance)
Redeemable/convertible debt When investing in a new
Use yield curve rate + yield premium (or business a marginal cost of
IRR calculation) capital should be used
Preference shares
Use dividend growth model, but g = 0
34
1. Unsystematic risk
This is the component of risk that is associated with investing in that particular company.
2. Systematic risk
The portion of risk that will still remain even if a diversified portfolio has been created, because
it is determined by general market factors. Measured by a beta factor.
3. Credit risk premium
The expected return to bond holders can be calculated as the risk free rate (derived from the
yield curve for a bond of that specified duration) + the credit risk premium (derived from the
bond's credit rating)
4. Ratio analysis
This is an important mechanism for evaluating a financial strategy; make sure you learn the key
ratios.
5. Risk management
Failure to manage risk can result in a business being unable to raise finance and having poor
stakeholder relationships. Both business and financial risk should be considered in a financial
strategy.
6. Behavioural finance
This gives insights into potential reasons for the failure of a financial strategy in terms of meeting
shareholder expectations.
35
Question practice
Try the question below from the Further question practice bank (available in the digital edition of the
Workbook):
Q3 Airline Business
Further reading
There is a Technical Article available on ACCA's website, called 'Patterns of behaviour'. This article
examines behavioural finance and is written by a member of the AFM examining team.
Another useful Technical Article available on ACCA's website is called 'Risk Management'. This article
examines the potential for risk management to 'add value' and is written by a member of the AFM
examining team.
We recommend you read these articles as part of your preparation for the AFM exam.
Research exercise
Use an internet search engine to identify the beta factors for different companies. The Reuters website
(reuters.com) is a good location from which to perform this search. Search for any company and you
should find its beta factor in the section giving an overview of the company.
For example Ford's beta factor can be found here:
https://uk.reuters.com/business/stocks/overview/F.N
36
SKILLS CHECKPOINT 1
Addressing the scenario
aging information
Man
An
aging information sw
Man er
An pl
sw
an
er
nin ing
pl
t
en
manag ime
g
Addresing the
an
em
Analysing
t
scenario
n
Exam success skills
Good

scenario decisions
uirereq rpretation
Specific AFM skills
e m e nts
Applying risk
req of rprineteation
Identifying the
Eff d p ffect pre
management
an E nd
required numerical
m eunirts
e c re i v
ti v
e
of t inteect
se w ri
a
nt tin
c rr
Thinking across
r re Co
e ati g the syllabus

se w ri o n
nt tin
Co
ati g
on
l
Efficient numerica
analysis
Introduction
All of the questions in your Advanced Financial Management (AFM) exam will be
scenario-based.
In Section A of the exam (50 marks) you can expect the scenario to be approximately two
pages in length, and in the shorter (25 mark) Section B questions they will normally be
approximately one page long.
It is vital to spend time reading and assimilating the scenario as part of your answer planning.
Often the scenario will contain clues about the appropriate numerical techniques to apply (see
Skills Checkpoint 3 in this Workbook), but it is always the case that the scenario will contain
information that will be relevant to discussion parts of the question. The discussion parts of the
question will account for a significant proportion of the marks, often equalling or even
exceeding those awarded for the numerical parts of the question, and will often focus on how
an issue or issues need to be 'managed'.
It is important to score well in the discussion parts of a question; to do this you will require a
broad syllabus knowledge (see Skills Checkpoint 5 in the Workbook), avoid over-complicating
your numerical analysis (see Skills Checkpoint 4 in the Workbook), and the ability to make your
points relevant by addressing the scenario, ie by applying your points to the scenario. A
common complaint from the ACCA examining team is that 'Less satisfactory answers tended to
give more general responses rather than answers specific to the scenario'.
This skill is especially important in Section A of the AFM syllabus where we are looking at
(management) 'responsibilities of the senior financial adviser', but is relevant to all syllabus
areas and is likely to be important in every question in your AFM exam.
37
Skills Checkpoint 1: Addressing the scenario
AFM Skill: Addressing the scenario

A step-by-step technique for ensuring that your discussion points are relevant to the
scenario is outlined below. Each step will be explained in more detail in the following
sections as the question 'Kilenc' is answered in stages.
STEP 1:
Allow about 20% of your allotted time for
analysing the scenario and requirements –
don't rush into starting to write your
answer. Assuming 1.95 minutes per mark
this means about 20 minutes of analysis
and planning for a 50 mark question
(1.95 minutes × 50 marks × 20%) and
about 10 minutes for a 25 mark question.
STEP 2:
Prepare an answer plan using key words from the
requirements as headings (ie a mind map or a
bullet-pointed list).
STEP 3:
Complete your answer plan by working through
each paragraph of the question identifying
specific points that are relevant to the scenario
(and requirement) to make sure you generate
enough points to score a pass mark – ACCA
marking guides typically allocate 1–2 marks per
relevant well-explained point.
STEP 4:
As you write your answer, explain what you
mean in one (or two) sentence(s) and then in the
next sentence explain why it matters here (in the
given scenario). This should result in a series of
short punchy paragraphs containing points that
address the specific content of the scenario.
Write your answer in a time efficient manner.
As 20% of your time has been used for
planning/analysis this means that the time
allocation when writing should be 1.95 × 0.8 =
1.56 minutes per mark.
38
Skills Checkpoint 1
Exam success skills

The following question is an extract from a past exam question worth 15 marks.
For this question, we will also focus on the following exam success skills:
 Managing information. It is easy for the amount of information contained in
scenario-based questions to feel overwhelming. Active reading is a useful
technique to use to avoid this. This involves focusing on the requirement first, on
the basis that until you have done this the detail in the question will have little
meaning and will seem more intimidating as a result.
Focus on the requirement, underlining key verb or verbs to ensure you answer
the question properly. Then read the rest of the question, underlining and
annotating important and relevant information, and making notes of any
relevant technical information you think you will need.
 Correct interpretation of requirements. At first glance, it looks like the
following question just contains one requirement. However, on closer
examination you will discover that it contains at least two sub-requirements, this
is very common in the AFM exam. Focus on the verbs in each sub-requirement
and analyse them to determine exactly what your answer should address, and
what areas of analysis would not be relevant.
 Answer planning. Everyone will have a preferred style for an answer plan.
For example, it may be a mind map, bullet-pointed lists or simply annotating the
question paper. Choose the approach that you feel most comfortable with or if
you are not sure, try out different approaches for different questions until you
have found your preferred style.
 Effective writing and presentation. It is often helpful to use key words
from the requirement as headings in your answer. You may also wish to use
sub-headings in your answer – you could use a separate sub-heading for each
paragraph from the scenario which contains an issue for discussion. Underline
your headings and sub-headings with a ruler and write in full sentences,
ensuring your style is professional.
39
Skill activity
STEP 1 Look at the mark allocation of the following question and work out
how many minutes you have to analyse and plan your answer to the
question.
Required
Discuss the key risks and issues that Kilenc Co should consider when setting up a
subsidiary company in Lanosia, and comment on how these may be mitigated.
(15 marks)
This is a 15-mark question and at 1.95 minutes a mark, it should take 29 minutes.
On the basis of spending approximately 20% of your time reading and planning, this
time should be split approximately as follows:
 Reading and planning time – 6 minutes
 Writing up your answer – 23 minutes
However, in reality this would have been part of a larger question (this was part of a
25 mark Section B question) and the planning time would take place at the start of the
question and would involve planning for all of the question's requirements (so 10 minutes
of planning for the whole question).
Also some flexibility is required and if a question contains a substantial number of

discussion issues (as here) then more reading and planning time may be needed.
40
Skills Checkpoint 1
STEP 2 Read the requirement for the following question and analyse it to
identify the key words. Highlight each sub-requirement, identify the
verb(s) and ask yourself what each sub-requirement means.
Verb – see Sub-requirement 1

definition below
Required
Discuss the key risks and issues that Kilenc Co should consider when setting up a
subsidiary company in Lanosia, and comment on how these may be mitigated.
(15 marks)
Sub-requirement 2
The first key action verb is 'discuss'. This is defined by the ACCA as 'Consider and
debate/argue about the pros and cons of an issue. Examine in detail by using
arguments in favour or against'.
The requirement is to discuss 'risks and issues' in setting up a subsidiary in a foreign

country.
In this context, the verb 'discuss' is asking you to examine each of the risks and issues
in a critical way, eg debating the nature and extent of the risk.
The verb 'comment' is asking you to remark or express an opinion, in a concise

manner, on mitigating the risks/issues that you have discussed.
Points that you make for 'commenting' are likely to be worth less than the points made
for discussing (in the first part of the question) because you will be going into less
depth.
41
STEP 3 Now complete the answer plan. Focus initially on identifying the issues
because the risk mitigation points should follow logically from this.
Risks and issues

Working through each paragraph of the question, identify specific
risks/issues.
Risk mitigation
You will need to draw on your technical knowledge here ie that mitigation
involves transferring risk out of the business ie by taking action to reduce,
control or avoid the risk. However, your answer needs to be practical and
applied to the risks and issues that you have identified.
Make sure you generate enough points for the marks available – there are
15 marks available, so assuming 2 marks per relevant well-explained risk
discussed and perhaps 1 mark for commenting how to mitigate this risk,
then you should aim to generate sufficient points to score a strong pass mark
(eg 10 marks).
Note the company's main

Question – Kilenc (15 marks) business activities – possible
risk to core business if
Kilenc Co, a large listed company based in the UK, produces reputation is damaged from
poor quality overseas or
pharmaceutical products which are exported around the downsizing in the UK?
world. It is reviewing a proposal to set up a subsidiary

company to manufacture a range of body and facial Risk of local skills
and expertise and
creams in Lanosia. These products will be sold to local retailers perhaps supplier
base not being
and to retailers in nearby countries. adequate?
Lanosia has a small but growing manufacturing industry in

pharmaceutical products, although it remains largely reliant on
imports. The Lanosian Government has been keen to promote the
pharmaceutical manufacturing industry through purchasing local
Risk of these being pharmaceutical products, providing government grants and

removed?
reducing the industry's corporate tax rate. It also imposes
large duties on imported pharmaceutical products which Positive factors,
assume these will be
compete with the ones produced locally. avoided – use to
'discuss' risk
Risk of government
incentives being
Although politically stable, the recent worldwide financial crisis has
removed confirmed
had a significant negative impact on Lanosia. The country's national
debt has grown substantially following a bailout of its banks Risk of failing to
recover with knock-on
and it has had to introduce economic measures which are hampering impact on sales of
luxury products?
the country's ability to recover from a deep recession. Growth in
real wages has been negative over the past three years, the economy
42
Skills Checkpoint 1
Risk of devaluation
of Lanosian currency?
has shrunk in the past year and inflation has remained higher
than normal during this time.
Risk that interest On the other hand, corporate investment in capital assets, research
rates have to rise to Points to use to
control inflation? and development, and education and training has grown recently 'discuss' risk? ie
business confidence
and interest rates remain low. This has led some economists to seems high
suggest that the economy should start to recover soon. Employment

levels remain high in spite of low nominal wage growth.
Risk of dilution of
control and impaired
Lanosian corporate governance regulations stipulate that at least 40% decision making?
Management issues?
of equity share capital must be held by the local
population. In addition, at least 50% of members on the
board of directors, including the Chairman, must be from
Risk that this finance will
Points to use to
Lanosia. Kilenc Co wants to finance the subsidiary company using a not be available?
'discuss' risk? ie
reduces exchange rate
mixture of debt and equity. It wants to raise additional equity and
risk
debt finance in Lanosia in order to minimise exchange rate
exposure. The small size of the subsidiary will have minimal impact
on Kilenc Co's capital structure. Kilenc Co intends to raise the 40%
Risk of other parts of
equity through an initial public offering (IPO) in Lanosia and provide the business being
starved of funds?
the remaining 60% of the equity funds from its own cash funds.
Required
Discuss the key risks and issues that Kilenc Co should consider when
setting up a subsidiary company in Lanosia, and comment on how
these may be mitigated. (15 marks)
Completed answer plan

Having worked through each paragraph an answer plan can now be
completed. A possible answer plan is shown here, this uses the
wording of the requirement and the initial ideas that have been noted
in the margins as shown earlier.
Risk/issue Mitigation ideas
Reputational risk (global sales/skill Redeploy staff?

shortages)
Economic risk (downturn/removal of Dialogue/negotiation

grants/increase taxes)
Impact of higher inflation (exchange rate Increase use of debt? Fixed

risk/interest rate risk) rate finance?
43
Risk/issue Mitigation ideas
Financial risk (availability/impact on other Increase proportion of

parts of the business) finance provided locally
Management difficulties (local managers Training

and shareholders, language, culture etc)
Other – natural disasters Insurance
STEP 4 Write up your answer using key words from the requirements as
headings.
Write your answer by explaining what you mean in one (or two)
sentence(s) and then in the next sentence explain why it matters
here (in the given scenario).
For the discussion part remember that this can involve debating
the nature and extent of the risk.
When commenting, remember to be practical but also concise.
Suggested solution
Use sub-headings from Risks and issues
your answer plan
There could be adverse effects on Kilenc Co's employees in

the UK because if the subsidiary is set up then Kilenc Co is likely to
export less to Lanosia and other countries in the same region. If there
are to be redundancies this may damage Kilenc Co's reputation in There are many different points that
could be made about reputation –
the UK and possibly beyond. the key is that the point is applied
to address the scenario
Use short paragraphs to
show the marker that a In addition, Kilenc Co needs to consider how the subsidiary would be
different point is being This is explaining why
made. perceived and whether the locally produced products will be seen as this matters in this
scenario – which is the
the same quality as the imported ones. This is a concern given the key skill that we are
looking at.
relatively youth of the pharmaceutical industry in Lanosia, which
may mean that there is a skills shortage in terms of availability of staff
This is explaining why
and suppliers. this matters in this
key skill that we are
The verb 'discuss' in Lanosia is currently in recession and this may have a negative looking at.
the requirement allows
you to suggest that impact on the demand for the products, especially as these
some risks are more or
less important than products do not appear to be 'necessities' and therefore could
others.
be severely hit if the recession continues. However, the high levels of this matters in this
business investment indicates that there is some optimism that the key skill that we are
looking at.
recession may be coming to an end.
44
Skills Checkpoint 1
Given the pressure on the national debt, there may be a

risk that government grants and tax breaks are reduced
or removed. This may significantly increase the costs of
setting up a subsidiary. Kilenc Co may also find it is subject to
restrictions if it is felt that the subsidiary is affecting local companies.
For example it may impose repatriation restrictions or increase taxes
that the subsidiary has to pay. Alternatively given the fact that 40% of
the shares will be locally owned and 50% of the board will also be
from Lanosia may mean that the subsidiary is viewed as a local
The verb 'discuss' in the company and the government support will also be available
requirement allows you to
suggest that some risks to the subsidiary.
are more or less
important than others.
Kilenc Co wants to raise debt finance in Lanosia. It needs to
consider whether this finance will actually be available. Following the
Relating different parts of
bailout of the banks there may be a shortage of funds for borrowing. the scenario adds value
to the answer.
Also the high inflation rate may mean that there will be
pressure to raise interest rates which may in turn raise
borrowing costs.
The Lanosian IPO is likely to result in a number of minority this matters in this
shareholders, which combined with the composition of the board may key skill that we are
looking at.
create agency issues for the subsidiary. For example, the
board of the subsidiary may make decisions that are in local interests
rather than those of the parent company.
Cultural issues also need to be considered, which include issues

arising from dealing with people of a different nationality and also
issues of culture within the organisation. A good understanding of
cultural issues is important, as is the need to get the right balance
between autonomy and control by the parent company.
Less detail is appropriate Other risks including foreign exchange exposure (to a devaluation
if there is less material in
the scenario on these in the Lanosian currency), health and safety compliance and physical
issues.
risks all need to be considered and assessed. There are numerous
legal requirements from health and safety legislation which must be
understood and complied with. The risk of damage from events such
as fire, floods or other natural disasters should also be considered.
45
Mitigation of risks and issues
Use sub-headings from
your answer plan
Communication, both external and internal, can be used to
minimise any damage to reputation arising from the move to Lanosia.
If possible, employees should be redeployed within the organisation
to reduce any redundancies.
The Lanosian Government should be negotiated with and

communicated with regularly during the setting up of the
subsidiary and on an ongoing basis. This should help to maximise Links back to the risks
identified earlier
any government support and/or minimise any restrictions. This
Points are briefer now as
these are 'comments' may continue after the establishment of the subsidiary to reduce the
chance of new regulations or legislation which could adversely affect
the subsidiary.
Given the potential risk of rising interest rates, Kilenc Co may want to
use fixed-rate debt for its financing or use interest rate swaps to
effectively fix their interest charge. The costs of such an activity also
need to be considered.
The corporate governance structure needs to be negotiated and

agreed in order to get the right balance between autonomy and
central control. All major parties should be included in the
negotiations and the structure should be clearly
communicated.
Cultural differences should be considered from the initial setting

up of the subsidiary. Staff handbooks and training sessions can be
used to communicate the culture of the organisation to employees.
Foreign exchange exposure can be mitigated through a greater

use of local debt finance, depending on its availability and
cost. This will reduce exposure to a devaluation of the Lanosian
currency as a reduction in the value of the investment will be offset by
a reduction in the value of the loan finance.
Health and safety and physical loss risk can be mitigated through a
No conclusion required
combination of insurance, and legal advice.
given the wording of the
requirement
46
Skills Checkpoint 1
Other points to note:
 This is a comprehensive, detailed answer. You could still have

scored a strong pass with a shorter answer as long as it
addressed all aspects to the question.
 Both sub-requirements (risk and mitigation) have been addressed,
each with their own heading.
 The length of answer for each part is not the same – reflecting
that commenting (on mitigation) should be more concise than
discussing (risk).
 Write your answer in a time-efficient manner. As 20% of your
time has been used for analysis this means that when you are
writing the 1.95 minutes per mark becomes 1.95  0.8 = 1.56
minutes per mark of writing time. So here this means 15  1.56
= 23 minutes should be spent writing your answer.
47
Exam success skills diagnostic
Every time you complete a question, use the diagnostic below to assess how effectively you
demonstrated the exam success skills in answering the question. The table has been
completed below for the Kilenc activity to give you an idea of how to complete the
diagnostic.
Exam success skills Your reflections/observations
Managing information Did you identify the impact on Kilenc's core UK operations?
Did you link the banking bail-out to potential problems in
raising debt finance?
Correct interpretation Did you understand what was meant by the verbs 'discuss'
of requirements and 'comment'?
Did you spot the two sub-requirements?
Did you understand what each sub-requirement meant?
Answer planning Did you draw up an answer plan using your preferred
approach (eg mind map, bullet-pointed list)?
Did your plan address both the risk identification and
mitigation?
Did your plan create enough points by analysing each
paragraph of the question?
Effective writing and Did you use headings (key words from requirements)?
presentation
Did you use full sentences?
And most importantly – did you explain why your

points related to the scenario?
Most important action points to apply to your next question
48
Skills Checkpoint 1
Summary
In the AFM exam, each question will be scenario based. It is therefore essential that
you try to create a practical answer that addresses the issues in the scenario instead of
simply repeating rote-learned technical knowledge.
AFM is positioned as a Masters-level exam. It is not easy to relate your points to the
scenario, but it is important to realise that this is a fundamental skill that is being tested
at this stage in your qualification.
Key skills to focus on throughout your studies will therefore include:
 Assimilating information from a scenario quickly using active reading,
accurately understanding the requirements; and
 Creating an answer plan and a final answer that concisely and accurately
addresses both the scenario and the requirements.
49
50
Discounted cash flow
techniques
Learning objectives
Syllabus
reference no.
 Evaluate the potential value added to a firm arising from a specified capital B1(a)
investment project or portfolio using the net present value model. Project
modelling should include explicit treatment of:
– Inflation and specific price variation
– Taxation including tax allowable depreciation and tax exhaustion
– Single and multi-period capital rationing to include the formulation of
programming methods and the interpretation of their output
– Probability analysis and sensitivity analysis when adjusting for risk and
uncertainty in investment appraisal
– Risk-adjusted discount rates (covered in Chapter 7)
– Project duration as a measure of risk
 Outline the application of Monte Carlo simulation to investment appraisal. B1(b)
Candidates will not be expected to undertake simulations in the
exam but will be expected to demonstrate understanding of:
– The significance of the simulation output and the assessment of the
likelihood of project success
– Measurement and interpretation of project value at risk
 Establish the economic return using IRR and modified IRR and advise on a B1(c)
project's return margin. Discuss the relative merits of NPV and IRR.
Exam context
This chapter moves in to Section B of the syllabus: 'advanced investment appraisal'; this
syllabus section is covered in Chapters 3–7.
Every exam (from September 2018) will have questions that have a focus on syllabus
Sections B and E (treasury and advanced risk management techniques).
This chapter briefly recaps on some of the key fundamentals of investment appraisal, which
you should be familiar with from the Financial Management (FM) exam. However, you will also
be introduced to new techniques such as project duration, value at risk and
modified IRR) and these will need to be studied carefully.
51
Chapter overview
1 Capital investment
monitoring
1.1 Control process
DCF techniques
2 NPV 4 Risk and uncertainty
2.1 NPV layout 4.1 Techniques from

earlier exams
2.2 Impact of inflation

4.2 Project duration
2.3 Impact of tax

4.3 Value at risk
3 IRR and MIRR 5 Capital rationing
3.1 Calculation of IRR 5.1 Single-period

capital rationing
3.2 NPV versus IRR

5.2 Multiple-period
capital rationing
3.3 MIRR
52
3: DCF techniques
1 Capital investment monitoring

Capital investment projects are an important mechanism for creating wealth for shareholders, but
they also expose a company to significant risk.
An important aspect of risk management (see Chapter 2) is the management of project risk;
this will involve a set of capital investment controls to reduce the probability of a risk occurring, and
is an example of risk mitigation.
Financial analysis is an important control, and the analysis of risk and return is covered in
detail in this chapter, but this is only one part of a broader capital investment
monitoring process.
1.1 Control process
1. Creating an environment encouraging innovation

This may involve using suggestion schemes, creating innovation targets, benchmarking.
2. Preliminary screening
– to remove ideas that do not fit with the company's strategy and
resources
This may involve SWOT analysis and an approximate assessment of cash required and payback.
3. Financial analysis
– detailed investigation of risk and return
Involving the techniques covered later in this chapter (and the following two chapters).
4. Authorisation
At central or divisional level, depending on the size of the project.
5. Monitoring and review

This will cover both financial and risk factors. A post-audit is useful to learn from any mistakes.
Essential reading
the Workbook, for more background information on the role of post auditing; this should be familiar
from your earlier studies.
53
2 Net present value (NPV)
Net present value should be familiar to you from previous studies.
The net present value (NPV) of a project: the sum of the discounted cash flows less the initial
investment.
Key term
Illustration 1
Project X requires an immediate investment of $150,000 and will generate net cash inflows of
$60,000 for the next 3 years. The project's discount rate is 7%. If NPV is used to appraise the
project, should Project X be undertaken?
Solution
Time 0 1 2 3
Cash flow $'000 (150) 60 60 60
df 7% 1.000 0.935 0.873 0.816
Present value (150) 56.1 52.4 49.0
Overall NPV ($'000s) = +7.5

As the NPV is positive, Project X should be undertaken, as it gives a return of above the cost of
capital of 7% and will therefore increase shareholders' wealth.
Generally, only those projects with a positive NPV should be accepted, meaning that only those
projects that will increase shareholders' wealth will be undertaken.
2.1 NPV layout

A neat layout will gain credibility in the exam and will help you make sense of the many different
cash flows that you will have to deal with. It makes sense to start with the items that affect taxable
profit and then to deal with capital items.
Time 0 1 2 3 4
Sales receipts X X X X
Material cost (X) (X) (X) (X)
Labour cost (X) (X) (X) (X)
Tax allowable depreciation (X) (X) (X) (X)
Sales less costs X X X X
Taxation (X) (X) (X) (X)
Capital expenditure (X)
Scrap value X
Add back tax allowable
depreciation X X X X
Working capital impact (X) (X) (X) X X
Net cash flows (X) X X X X
Discount factors @
post-tax cost of capital* X X X X X
Present value (X) X X X X
*Covered in Chapters 2 and 6
54
3: DCF techniques
Essential reading
the Workbook, for more background information on the basics of DCF; this should be familiar from
your earlier studies.

In exam questions, it will normally be the case that cash flows are forecast to inflate at a variety of
different rates. If so, inflation will have an impact on profit margins and therefore inflation must
be included in the cash flows.
Investors will anticipate inflation, so the cost of capital will normally include inflation. So
there will be no need to adjust the cost of capital for inflation unless it is stated to be 'in real terms'.
If this happens, which is rare in the AFM exam, the following formula (known as the Fisher formula)
is provided and can be used to adjust a cost of capital for inflation.
Formula provided
[1 + real cost of capital]  [1 + general inflation rate] = [1 + inflated cost of capital]
or (1 + r) (1 + h) = (1 + i )
2.3 Impact of tax

Corporation tax can have two impacts on NPV calculations in the exam:
1 Tax will need to be paid on the cash profits from the project
2 Tax will be saved if tax allowable depreciation can be claimed
These impacts can be built into project appraisal as a single cash flow showing the tax paid
after tax allowable depreciation (TAD) is taken into account as illustrated in Section 2.1.
However, care must be taken to add back TAD because it is not in itself a cash flow.
In the final year a balancing allowance or charge will be claimed to reduce the written down
value of asset to zero (after accounting for any scrap value).
The timing and rates of tax, and of tax allowable depreciation will be given in an exam question.
2.3.1 Tax exhaustion

There will be circumstances when TAD in a particular year will equal or exceed before-tax profits.
In most tax systems, unused TAD can be carried forward so that it is set off against the tax
liability in any one year includes not only TAD for that year but also any unused TAD from
previous years.
55
Activity 1: Avanti
Avanti Co is considering a major investment programme which will involve the creation of a chain of
retail outlets. The following cash flows are expected.
Time 0 1 2 3 4
$'000 $'000 $'000 $'000 $'000
Land and buildings 2,785
Fittings and equipment 700
Gross revenue 1,100 2,500 2,800 3,000
Direct costs 750 1,100 1,500 1,600
Marketing 170 250 200 200
Office overheads 125 125 125 125
(a) 60% of office overhead is an allocation of head office operating costs.
(b) The cost of land and buildings includes $80,000 which has been spent on surveyors' fees.
(c) Avanti Co expects to be able to sell the chain at the end of Year 4 for $4,000,000.
Avanti Co is paying corporate tax at 30% and is expected to do so for the foreseeable future. Tax is
paid one year in arrears. Tax allowable depreciation is available on fittings and equipment at 25%
on a reducing balance basis, any unused tax allowable depreciation can be carried forward.
Estimated resale proceeds of $100,000 for the fittings and equipment have been included in the
total figure of $4,000,000 given above.
Avanti Co expects the working capital requirements to be 14.42% of revenue during each of the four
years of the investment programme.
Avanti's real cost of capital is 7.7% p.a.
Inflation at 4% p.a. has been ignored in the above information. This inflation will not apply to the
resale value of the business which is given in nominal terms.
Required
Complete the shaded areas in the partially completed solution to calculate the NPV for Avanti's
proposed investment.
Solution (All figures $'000)
Year 0 1 2 3 4 5
Sales 1,100 2,500 2,800 3,000
Direct costs (750) (1,100) (1,500) (1,600)
Marketing (170) (250) (200) (200)
Office overheads (40%) (50) (50) (50) (50)
Net real operating flows 130 1,100 1,050 1,150
 1.04  1.04 2
 1.04 3
 1.044
Inflated at 4% (rounded) 135 1,190 1,181 1,345
Tax allowable depn (TAD) (W1)
Unused TAD from time 1
Taxable profit 0 1,019 1,082 1,150
56
3: DCF techniques
Year 0 1 2 3 4 5
Taxation at 30% in arrears
Land/buildings (–80k sunk cost) (2,705)

Fixture and fittings (700)
Resale value 4,000
Add back TAD (used)
Working capital cash flows (W2)

Net nominal cash flows (3,570) (90) 1,126 823 5,526 (345)
Discount rate (W3) 1.0 0.893 0.797 0.712 0.636 0.567
Present values (3,570) (80) 897 586 3,515 (196)
NPV 1,152
Workings
1 Tax-allowable depreciation
Time 0 1 2 3 4 5
2 Working capital
Time 0 1 2 3 4 5
3 Nominal discount rate (1.077)  (1.04) = 1.12

A 12% cost of capital should be used.
3 IRR and MIRR

Internal rate of return (IRR) should be familiar to you from previous studies.
Internal rate of return (IRR) of any investment: the discount rate at which the NPV is equal to
zero. Alternatively, the IRR can be thought of as the return that is delivered by a project.
Key term
A project will be accepted if its IRR is higher than the required return as shown by the cost of
capital.
57
3.1 Calculation of IRR
If calculating IRR manually, it can be estimated as follows:
Step 1 Calculate the NPV of the project at any (reasonable) rate (eg the cost of capital)
Step 2 Calculate the project NPV at any other (reasonable) rate
Step 3 Calculate the internal rate of return using the formula
Formula to learn
NPVa
IRR = a + (b – a)
NPVa – NPVb
a = the lower of the two rates of return used

b = the higher of the two rates used
Activity 2: IRR
Net present value working at 12% = +1,152
This analysis has been re-performed using a 20% required return as shown below:
Time 0 1 2 3 4 5
$'000 (3,570) (90) 1,126 823 5,527 (345)
DF @20% 1.000 0.833 0.694 0.579 0.482 0.402
PV (3,570) (75) 781 477 2,664 (139)
NPV at 20% = +138

Required
Using the above information, calculate the IRR of Avanti's proposed investment.
Solution
IRR =
3.2 NPV versus IRR

IRR, as a percentage, is potentially an easier concept to explain to management.
However NPV is theoretically superior because IRR it has a number of drawbacks when used
to make decisions between competing projects (mutually exclusive projects).
 IRR ignores the size of a project, and may result in a small project with a better IRR being
chosen over a bigger project even though the larger project is estimated to generate more
wealth for shareholders (as measured by NPV).
58
3: DCF techniques
 For projects with non-normal cash flows, eg flows where the present value each year
changes from positive to negative or negative to positive more than once, there may be
more than one IRR.
 IRR assumes that the cash flows after the investment phase (here time 0) are
reinvested at the project's IRR; this may not be realistic.
3.3 Modified IRR (MIRR)

IRR assumes that the cash flows after the investment phase (here time 0) are
reinvested at the project's IRR. A better assumption is that the funds are reinvested at the
investors' minimum required return (WACC), here 12%. If we use this re-investment
assumption we can calculate an alternative, modified version of IRR.
Formula provided
1/n
 PV return phase 
   1+ r e  –1
 PV investment phase 
 
r = cost of capital
e
n = number of time periods
In the formula, the return phase is the phase during which the project is operational.
The extent to which the MIRR exceeds the cost of capital is called the return margin and indicates
the extent to which a new project is generating value.
Activity 3: MIRR
Required
Using the formula, calculate the modified IRR of Avanti's proposed investment.
Solution
Essential reading
the Workbook, for more on the logic of the MIRR approach; this is for your interest only.
3.3.1 Advantages of MIRR

MIRR makes a more realistic assumption about the reinvestment rate, and does not
give the multiple answers that can sometimes arise with the conventional IRR.
59
One of the optional performance objectives in your PER is the evaluation of the financial viability of a
PER alert
potential investment. This chapter covers some of the most popular methods of investment appraisal –
NPV, IRR and MIRR – which you can regularly put into practice in the real world.
4 Risk and uncertainty

Before deciding to spend money on a project, managers will want to be able to make a judgement
on the possibility of receiving a return below the projected NPV, ie the risk or uncertainty
of the project.
Technically there is a difference between risk and uncertainty; risk means that specific
probabilities can be assigned to a set of possible outcomes, while uncertainty applies when it is
either not possible to identify all the possible outcomes or assign probabilities to them. In reality the
two terms are often used interchangeably.
An analysis of risk or uncertainty may involve the use of a number of the following techniques.
4.1 Techniques from earlier exams

The techniques briefly described here should be familiar from your earlier exams.
Techniques Description
Risk adjusted Using a higher cost of capital if the project is high risk; this idea is
discount factor revisited in Chapter 7.
Expected values Using probabilities to calculate average expected NPV. Probabilities may
be highly subjective.
Payback period The period of time taken before the initial outlay is repaid.
The quicker the payback, the less reliant a project is on the later, more
uncertain, cash flows.
Ignores timing of cash flows within the payback period and also the cash
flows that arise after the payback period.
Discounted payback As above but uses the discounted cash flows and is a better method since
period it adjusts for time value.
Sensitivity analysis An analysis of the percentage change in one variable (eg sales) that
would be needed for the NPV of a project to fall to zero.
Normally calculated as the NPV of the project divided by the NPV of the
cash flows relating to the risky variable (eg sales).
Simulation An analysis of how changes in more than one variable may affect
the NPV of a project. The risk of a project can be measured by
simulating the possible NPVs and weighting the outcomes by
probabilities determined by management. This could be used to assess
the probability, for example, of a project's NPV exceeding zero.
Essential reading
the Workbook, for a reminder on the basics of managing risk and uncertainty, if required.
60
3: DCF techniques
4.2 Advanced techniques (1) – project duration
Project duration: a measure of the average time over which a project delivers its value.
Key term
Project duration shows the reliance of a project on its later cash flows, which are less certain than
earlier cash flows; it does this by weighting each year of the project by the % of the present
value of the cash inflows received in that year.
Unlike payback (or discounted payback), this measure of uncertainty looks at all of a project's
life.
Illustration 2
A project with a three-year life, with all of the inflows being generated in the third year would have a
three-year duration as follows:
Time 1 2 3
Present value of cash inflows ($'000) 0 0 2,400
% cash inflows received in each year 0 0 100%
Time period  % cash inflows 1  0 2  0 3  1
Project duration = 0 + 0 + 3 = 3 years
4.2.1 Duration and project life

Although duration can (rarely) be the same as the project life (as in the above example), it will
normally be different.
Illustration 3
For example, if the above three-year project had an even spread of present value of cash inflows
across the three years then duration would be:
Time 1 2 3
Present value of cash inflows ($'000) 800 800 800
% cash inflows received in each year 33.3% 33.3% 33.3%
Time period  % cash inflows 1  0.333 2  0.333 3  0.333
Project duration = 0.333 + 0.666 + 0.999 = approx 2 years
4.2.2 Analysis of duration

Comparing the two examples above, the second scenario (duration two years) is preferable
because there is less uncertainty attached to cash that is received sooner than there is to cash flows
that are received later.
The project duration of the second scenario of two years is a measure of the average time
over which this project delivers its value, ie it has the same duration as a project that
delivers 100% of its (present value) cash inflows in two years' time.
The lower the project duration the lower the risk/uncertainty of the project.
61
4.2.3 Quick approach to calculating duration
A quicker approach to calculating duration is shown below, this avoids the need to work out the
percentage cash inflows received each year:
Time 1 2 3 Total
Present value of cash inflows ($'000) 800 800 800 2,400
Time period  PV 1  800 2  800 3  800
Project duration = (800 + 1,600 + 2,400)/PV of inflows of 2,400 = 2 years
Activity 4: Project duration

Required
Calculate the project duration for Avanti, basing your calculations on the operational phase of
the project (ie time 1 onwards).
Solution
Project duration
Total PV
Time 1 2 3 4 5 of inflows
PV ($'000) (80) 897 586 3515 (196) 4,722
4.3 Advanced techniques (2) – value at risk (VaR)

A modern approach to quantifying risk involves estimating the likely change in the value of an
investment by using the concept of a normal distribution. Some of the properties of a normal
distribution are shown below (σ = standard deviation):
1
Frequency
2
47.72% 34.13% 50%
losses gains Change in value
62
3: DCF techniques
4.3.1 Value at risk

Value at risk is the maximum likely loss over a set period (with only an x% chance of being
exceeded.
Illustration 4
5% value at risk can be illustrated as follows:
Frequency
5% 45% 50%
1.645 std dev 0 Change in daily value
Using the extract from the normal distribution table shown (the full table is given in the exam and is
available at the back of the Workbook), the number of standard deviations associated with 5% value
at risk can be calculated by looking for the figure 0.45 (representing the 45% area in the diagram
above).
Standard normal distribution table
(x  ) 0.00 0.01 0.02 0.03 0.04 0.05 0.06 0.07 0.08 0.09
Z=

(x  )
Z=

0.0 .0000 .0040 .0080 .0120 .0160 .0199 .0239 .0279 .0319 .0359
0.1 .0398 .0438 .0478 .0517 .0557 .0596 .0636 .0675 .0714 .0753
0.2 .0793 .0832 .0871 .0910 .0948 .0987 .1026 .1064 .1103 .1141
0.3 .1179 .1217 .1255 .1293 .1331 .1368 .1406 .1443 .1480 .1517
0.4 .1554 .1591 .1628 .1664 .1700 .1736 .1772 .1808 .1844 .1879
0.5 .1915 .1950 .1985 .2019 .2054 .2088 .2123 .2157 .2190 .2224
0.6 .2257 .2291 .2324 .2357 .2389 .2422 .2454 .2486 .2517 .2549
0.7 .2580 .2611 .2642 .2673 .2704 .2734 .2764 .2794 .2823 .2852
0.8 .2881 .2910 .2939 .2967 .2995 .3023 .3051 .3078 .3106 .3133
0.9 .3159 .3186 .3212 .3238 .3264 .3289 .3315 .3340 .3365 .3389
1.0 .3413 .3438 .3461 .3485 .3508 .3531 .3554 .3577 .3599 .3621
1.1 .3643 .3665 .3686 .3708 .3729 .3749 .3770 .3790 .3810 .3830
1.2 .3849 .3869 .3888 .3907 .3925 .3944 .3962 .3980 .3997 .4015
1.3 .4032 .4049 .4066 .4082 .4099 .4115 .4131 .4147 .4162 .4177
1.4 .4192 .4207 .4222 .4236 .4251 .4265 .4279 .4292 .4306 .4319
1.5 .4332 .4345 .4357 .4370 .4382 .4394 .4406 .4418 .4429 .4441
1.6 .4452 .4463 .4474 .4484 .4495 .4505 .4515 .4525 .4535 .4545
The figures 0.4495 and 0.4505 are the closest we have to this and they represent 1.64 and 1.65
standard deviations respectively. So, for a figure of 0.45 we can say that half way between 1.64
and 1.65, ie 1.645 standard deviations, is the correct answer.
So, the maximum reduction in value – which would only be exceeded 5% of the time – is 1.645
standard deviations.
63
4.3.2 Value at risk and time
Value at risk can be quantified for a project using a project's standard deviation.
Standard deviation relates to a period of time (eg a year), but the value at risk may be over a
different time period (eg the life of a project).
In this context, the standard deviation may need to be adjusted by multiplying by the square
root of the time period, ie
Formula to learn
95% value at risk = 1.645  standard deviation of project  √time period of the project
Illustration 5
For a five year project 5% value at risk is calculated as 1.645  annual standard deviation  √5.
Activity 5: Value at risk

A four-year project has an NPV of $2 million and a standard deviation of $1 million per annum.
Required
(a) Analyse the project's value at risk at a 95% confidence level.
(b) Analyse the project's value at risk at a 99% confidence level.
Solution
Drawbacks of value at risk

Value at risk is based on a normal distribution, which assumes that virtually all possible outcomes will
be within three standard deviations of the mean and that success and failure are equally likely.
Neither is likely to be true for a one-off project.
Value at risk is also based around the calculation of a standard deviation and again this is hard to
estimate in reality since it is based on forecasting the possible spread of the results of a project
around an average.
64
3: DCF techniques
5 Capital rationing
Capital rationing problems exist when there are insufficient funds available to finance all
available positive NPV projects.
5.1 Single-period capital rationing

For single-period capital rationing problems, divisible projects are ranked according to the
profitability index.
Formula to learn
NPV of project
Profitability index =
Initial cash outflow
This gives the shadow price of capital or the maximum extra a company should be prepared to pay
to obtain short-term funds in a single year.
Essential reading
the Workbook, for a reminder on the basics of capital rationing, if required.
5.2 Multiple-period capital rationing

Where capital rationing exists over a number of years, mathematical models are used to find the
optimal combination of divisible or indivisible projects to invest in.
For this exam you only need to be able to formulate the problem and to interpret the solution.
Illustration 6
The board of Bazza Inc has approved the following investment expenditure over the next three
years.
Year 1 Year 2 Year 3

$16,000 $14,000 $17,000
You have identified four investment opportunities which require different amounts of investment each
year, details of which are given below.
Required investment Project
Project Year 1 Year 2 Year 3 NPV
Project 1 7,000 10,000 4,000 8,000
Project 2 9,000 0 12,000 11,000
Project 3 0 6,000 8,000 6,000
Project 4 5,000 6,000 7,000 4,000
Which combination of projects will result in the highest overall NPV while remaining within the
annual investment constraints?
The problem can be formulated as a linear programming problem as follows:
Let Y1 be investment in project 1
Y2 be investment in project 2
65
Objective function
Maximise Y1  8,000  Y2  11,000  Y3  6,000  Y4  4,000
Subject to the three annual investment constraints:
Y1  7,000  Y2  9,000  Y3  0  Y4  5,000  16,000 (Year 1 constraint)
Y1  10,000  Y2  0  Y3  6,000 + Y4  6,000  14,000 (Year 2 constraint)
Y1  4,000  Y2  12,000 + Y3  8,000  Y4  7,000  17,000 (Year 3 constraint)
When the objective function and constraints are fed into a computer program, the results are:
Y1 = 1, Y2 = 1, Y3 = 0, Y4 = 0
This means that project 1 and project 2 will be selected and project 3 and project 4 will not. The
NPV of the investment scheme will be equal to $19,000.
66
3: DCF techniques
Chapter summary
1 Encourage innovation
1 Capital investment monitoring 2 Preliminary screening
3 Financial analysis
4 Authorisation
1.1 Control process 5 Monitoring and review (post-audit)
DCF techniques
2 NPV 3 IRR and MIRR 4 Risk and uncertainty
2.1 NPV layout 3.1 IRR 4.1 Techniques from

earlier exams
Calculate using two NPVs
Sales
inserted into IRR formula Risk-adjusted discount factor
– Costs
Expected values
– TAD
Payback
Operating profit 3.2 NPV versus IRR
Discounted payback
– Taxation
Sensitivity
– Capital expenditure IRR ignores size of a project,
Simulation
+ TAD and assumes inflows are
+/– change in working reinvested assumed at same
capital rate as project IRR. 4.2 Project duration
Net cash flows There may be more than one
Post-tax cost of capital IRR.
Measures the average time over
Present value
NPV is theoretically superior. which a project delivers value.

Affects cash flows and cost 3.3 MIRR 4.3 Value at risk
of capital
Assumes inflows are reinvested The maximum expected loss with

2.3 Impact of tax at the cost of capital. Normally only an x% chance of being
TAD and tax rates rules given a more reasonable assumption exceeded.
in exam questions.
Adjust the standard deviation by
Unused TAD can be carried
square root of the time period of
forward unless otherwise
the project.
stated.
Based on assumption of a normal
5 Capital rationing distribution
5.1 Single-period 5.2 Multiple-period

capital rationing capital rationing
Single-period profitability Multi-period: objective and
index – measures the extra a constraints need to be
company would pay to formulated or interpreted.
obtain short-term funds
67
1. Inflation
The formula for inflating the cost of capital only needs to be used if the cost of capital is given in
'real' terms; otherwise inflation can be assumed to be included in the cost of capital
automatically.
2. Tax
Tax allowable depreciation should be included as a cost for the purposes of calculating the tax
due; then it should be added back to the cash flows because it is not in itself a cash flow cost.
3. MIRR
Differs from IRR because of the assumption that cash inflows are reinvest at the cost of capital.
4. Project duration
A way of looking at the reliance of a project on later cash flows, unlike payback it looks at all
years of a project.
5. Value at risk
A statistically complex technique that makes a crucial assumption that the normal distribution is
valid to use; this may not be true.
6. Profitability index
Only valid for single-period capital rationing where projects are divisible.
68
3: DCF techniques
Question practice
Workbook):
Q4 CD
Q5 Bournelorth
Further reading
There is a Technical Article available on ACCA's website, called 'Conditional Probability'.
We recommend you read this article as part of your preparation for the AFM exam.
69
70
Application of option
pricing theory to
investment decisions
Learning objectives
Syllabus
reference no.
 Apply the Black–Scholes option pricing model (BSOP) to financial B2(a)

product/asset valuation:
– Determine and discuss, using published data, the five principal drivers
of option value (value of the underlying, exercise price, time to expiry,
volatility and the risk-free rate)
– Discuss the underlying assumptions, structure, application and
limitations of the BSOP model
 Evaluate embedded real options within a project, classifying them into one of B2(b)
the real option archetypes
 Assess, calculate and advise on the value of options to delay, expand, B2(c)
redeploy and withdraw using the BSOP model
Exam context
This chapter continues to cover Section B of the syllabus: 'advanced investment appraisal';
this syllabus section is covered in Chapters 3–7. Remember that every exam will have
questions that have a focus on syllabus Sections B and E.
The formulae used in this chapter will initially look daunting but should, with practice, become
manageable because they are given in the exam and have a clear, specific use.
In fact it is the identification of the variables that are input to the formulae that is the
real challenge when you are applying this theory in the AFM exam.
Also, the discussion areas of the chapter (types of real options and the limitations of the theory)
are also important because they very likely to be examined with the formulae. Don't only over-
focus on the mathematical content of this chapter; the discussion areas are also important.
71
Chapter overview
1 Limitations of traditional
DCF analysis
Application of option pricing theory to investment

decisions
2 Types of real
options
3 Components of 4 Applying the 5 Limitations of the

option value Black–Scholes Black–Scholes
model model
3.1 Types of option

4.1 Call option
4.2 Put options

3.2 Introduction to
the
determinants
of option
valuation
72
4: Application of option pricing theory to investment decisions
1 Limitations of traditional DCF analysis

Some investments have an added attraction because they offer real options/strategic
flexibility, the value of which is ignored in traditional DCF analysis – this can lead to potentially
lucrative investments being rejected.
Real options can be valued using the Black–Scholes option valuation model (BSOP).
The value of an option can then be added to the traditional NPV to give a revised and (arguably)
more accurate assessment of the value created by a project.
2 Types of real options

Investment decisions need to be assessed to identify whether they contain 'real options'.
Real options
Option to Option to delay Option to Option to

expand redeploy withdraw
Could mean that
If successful, other valuable new Assets can easily Easy to sell assets if
projects will follow business be switched from the project fails, or
(eg due to brand information is one project to low clear-up costs
name or available another
technology)
Activity 1: Idea generation

Entraq Co is considering two proposals to invest in the manufacture of solar panels:
Proposal 1 – to build a customised plant with specialist staff in a low-cost area with few other
industrial employers, which can only be used to construct solar panels. This proposal would
significantly build Entraq's profile in the solar panel industry.
Proposal 2 – to use more expensive machinery in Entraq's existing premises in a highly industrialised
area that could be adapted to produce components for the wind power industry.
A political election is expected next year that could result in a change in government. This will affect
the likely growth of the solar panel industry.
Required
Identify if any real options are present in these investments.
73
Solution
Option type
To expand To delay To redeploy To withdraw
Proposal 1
Proposal 2
One of the optional performance objectives in your PER is to review the financial and strategic
PER alert consequences of undertaking a particular investment decision. This chapter covers the concept of real
options which attempts to quantify the strategic characteristics of investments.
3 Components of option value

3.1 Types of option
An option gives the holder the right (but not the obligation) to buy or sell an asset at a pre-agreed
price; there are two main types of option.
Call option Put option

Right to buy Right to sell
(money is spent) (money is received)
3.2 Introduction to the determinants of option valuation

There are two main components to the value of an option, intrinsic value and time value.
Illustration 1
Consider a call option giving the holder the right to buy a share for $4 in three years' time; the
share price today is $5. In recent years the share price has been highly variable. Interest rates are
currently high.
Intrinsic value is the difference between the current value of the asset and the exercise price of
the option.
In this example the intrinsic value is the difference between the current share price of $5 and
the exercise price of $4; so the intrinsic value is $1. This is also referred to as the option being
'in-the-money'.
However, this option will be worth more than the intrinsic value because it will have a time value.
Time value reflects the possibility of an increase in intrinsic value between now and the expiry of
the option; it is influenced by the variability in the value of the asset, the time until the option expires
and interest rates.
74
In the case of the call option, relevant factors are:

(a) Variability adds to the value of an option: this is because if the share price rises this will
result in a gain for the option holder but if the share price falls below the exercise price of $4
the option holder does not make losses (because the option does not have to exercised).
(b) Time until expiry of the option is three years, this gives considerable scope for variability as
above. If this was longer the option would be more valuable because there would greater
potential for variability.
(c) Interest rates; if interest rates are high then it will less attractive to buy the share itself (because
funds are earning an attractive rate of interest), so demand for options will be higher. So the
higher interest rates are then the higher the value of a call option.
Essential reading
the Workbook, for more reflections on this issue.
Chapter 11 also returns to this concept for a more detailed examination of the underlying
determinants of option value.
3.2.1 Black–Scholes option pricing model (BSOP)

The full mechanics of the calculation of the value of options are covered below, using the BSOP model.
This model incorporates the determinants of option value that have been discussed
here and is frequently examined.
4 Applying the Black–Scholes model

Real options
Option to Option to Option to Option to

expand delay redeploy withdraw
Call option Put option

(money is spent) (money is received/
saved)
4.1 Call options

In the exam, you are provided with the following formulae to help to value a call option.
Formula provided
Value of a call option at time 0
Co = PaN(d1) – PeN(d2 )e–rt
N(dx ) is the cumulative value from the normal distribution tables for the value dx
In(Pa / Pe )+(r + 0.5s2 )t

d1 =
s t
75
d 2  d1  s T
Pa = PV of the cash inflows Pe = Cost of the investment

r = Risk-free rate of return t = Time to expiry of option in years
s = Standard deviation of the project
A few points to note before we begin to apply these formulae:
 Pa is shown in present value terms but Pe is not discounted back to a present value (this
–rt
is because in the first formula shown it is multiplied to e which is a form of discount factor)
 r is the risk-free rate not the cost of capital of the company

 t is the time to expiry of the option, not of the project
 s is standard deviation, you may have to calculate this as the square root of the
variance
4.1.1 Option to expand

An option to expand involves spending money, so it is a call option.
Activity 2: Valuing a call option

Project 1 has an NPV of –$10,000; it will also develop expertise so that Entraq would be ready to
penetrate the European market with an improved product in four years' time. The expected cost at
time 4 of the investment is $600,000.
Currently the European project is valued at 0 NPV but management believe that economic conditions
in four years' time may change and the NPV could be positive.
The standard deviation is 30%, the risk-free rate is 4% and the cost of capital is 10%.
Required
Evaluate the value of this option to expand.
Solution
1 First identify the basic variables that are needed to complete the call option
formula
C0 = PaN(d1) – PeN(d2 )e –rt
Pa = r =
Pe = t =
–rt
e =
76
2 Next complete the workings for d1 and d2, starting with d1
In(Pa / Pe )+(r + 0.5s2 )t

d1 =
s t
ln(Pa /Pe ) = (r  0.5s2 )t =
s = s t =
d1 =
d 2  d1  s T
d2 =
3 Then use the normal distribution tables to calculate N(d1) and N(d2)
This will involve inputting the values of d1 and d2 to the normal distribution tables in the same
way as in the previous chapter. As this is the first activity on this area this step is shown below
0.00 0.01 0.02 0.03 0.04 0.05 0.06 0.07
( x  )
Z=

( x  )
Z=

0.0 .0000 .0040 .0080 .0120 .0160 .0199 .0239 .0279
0.1 .0398 .0438 .0478 .0517 .0557 .0596 .0636 .0675
0.2 .0793 .0832 .0871 .0910 .0948 .0987 .1026 .1064
0.3 .1179 .1217 .1255 .1293 .1331 .1368 .1406 .1443
0.4 .1554 .1591 .1628 .1664 .1700 .1736 .1772 .1808
0.5 .1915 .1950 .1985 .2019 .2054 .2088 .2123 .2157
0.6 .2257 .2291 .2324 .2357 .2389 .2422 .2454 .2486
The normal distribution tables tell you that where the values of d1 and d2 are positive they
should be added to 0.5, where they are negative they are subtracted from 0.5. Here we are
dealing with negative numbers.
N(d1) from tables = 0.5 – 0.0279 (see above) = 0.4721
N(d2) from tables = 0.5 – 0.2486 (see above) = 0.2514
77
4 Finally value the call option
C0 =
Impact on valuation of Project 1 =
4.1.2 Option to delay

An option to delay is also a call option and will be valued in the same way.
4.2 Put options

In the exam, you are provided with the following formula to help value a put option.
Formula provided
P  C  Pa  Pe e rt
C = value of a call option P = value of a put option
As you can see, a call option has to be valued before valuing a put.
4.2.1 Option to withdraw
An option to withdraw involves receiving money, so it is a put option.
In the option pricing formula, the value of Pa is the present value of the estimated net cash inflows
from the project AFTER the exercise of the option to withdraw.
Activity 3: Valuing a put option

Company X is a considering an investment in a joint venture to develop high quality office blocks to
be let out to blue chip corporate clients. This project has a 30-year life, and is expected to cost
Company X $90 million and to generate an NPV of $10 million for Company X.
The project manager has argued that this understates the true value of the project because the NPV
of $10 million ignores the option to sell Company X's share in the project back to its partner for
$40 million at any time during the first ten years of the project.
The standard deviation is 45% p.a. and the risk-free rate is 5% p.a.
78
Required
Complete the evaluation of this option.
Solution
formula
Pa = r =
Pe = t =
–rt
e =
2 Completed calculations for d1 and d2, starting with d1 (check that you can
replicate these as a homework exercise)
s = 0.45 s t = 1.423
d1 = 1.42
d 2  d1  s T
d2 = 0
3 Completed calculations for N(d1) and N(d2) (check that you can replicate these
as a homework exercise)
N(d1) = 0.9222
N(d2) = 0.5
4 Value the call option (check that you can replicate these as a homework
exercise)
C0 = $49.38m
79
5 Now value the put option
P = C – Pa +Pe e –rt
P =
Impact on project =
4.2.2 Option to redeploy

An option to redeploy is also a put option and will be valued in the same way.
5 Limitations of the Black–Scholes model

The most significant limitation of the Black–Scholes model is the estimation of the standard
deviation of the asset. Historical deviation is often a poor guide to expected deviation in the future,
so in reality the standard deviation is based on judgement.
The formulae also assume that the options are 'European', ie exercisable on a fixed date.
An alternative model (the binomial model) can be used to value 'American' style options which are
exercisable over a range of dates; this model is beyond the scope of this syllabus. If using the BSOP
model to value an American style option in the exam then you should note that the BSOP model will
undervalue American style options because it does not take into account this time flexibility
(this is the case in the preceding activity).
Other assumptions include:
(a) The risk-free interest rate is assumed to be constant and known.
(b) The model assumes that the return on the underlying asset follows a normal distribution.
(c) The model assumes that the volatility of the project is known and remains constant throughout
its life.
80
Chapter summary
1 Limitations of traditional DCF

analysis
Application of option pricing theory to investment

decisions
2 Types of real
options
Option to Option to delay Option to Option to

expand Eg so that valuable redeploy withdraw
Eg if successful, new business Eg assets can easily Eg easy to sell
technology or information is be switched from assets if the project
brand name used in available one project to fails, or low clear
other projects another up costs
Call option Call option Put option Put option
3 Components of 4 Applying the 5 Limitations of the

option value Black–Scholes Black–Scholes
model model
Intrinsic value Pe is not discounted Estimation of standard

 Current asset r is the risk-free rate deviation
price versus t is the time to expiry of option Assumed to be
exercise price Standard deviation is the square root exercised on a fixed
of the variance date (European style).
Time value
Steps in valuing a call option:
 Variability
 Time to expiry 1 Identify input variables
 Interest rates 2 Calculate d1 then d2
3 Use normal distribution tables to
calculate N(d1) and N(d2)
4 Complete the call option formula
A call option needs to be valued
before a put option can be valued.
81
1. Call option
This is an option to buy; options to expand and options to delay are call options.
2. Put option
This is an option to sell; options to redeploy and options to withdraw are put options.
3. Impact of high volatility
Higher volatility normally decreases value, but in the context of option valuation it increases the
value of both put and call options.
4. Standard deviation
You may have to calculate this as the square root of the variance.
5. Drawbacks of BSOP
Assumes that options are exercised on a fixed date, and that standard deviation can be
estimated.
82
Question practice
Now complete steps 2 to 4 in Activity 3 for further practice on using the BSOP formulae. Also try the
questions below from the Further question practice bank (available in the digital edition of the Workbook):
Q6 Four Seasons
Q7 Pandy
Further reading
There is a Technical Article available on ACCA's website, called 'Investment appraisal and real options'.
83
84
International investment
and financing decisions
Learning objectives
Syllabus
reference no.
 Assess the impact upon the value of a project of alternative exchange rate B5(a)
assumptions
 Forecast project or company free cash flows in any specified currency and B5(b)
determine the project's net present value or firm value under differing
exchange rate, fiscal and transaction cost assumptions
 Evaluate the significance of exchange controls for a given investment B5(c)
decision and strategies for dealing with restricted remittance
 Assess the impact of a project on a firm's exposure to translation, transaction B5(d)

(covered in Chapter 11) and economic risk
 Assess and advise upon the costs of alternative sources of finance available B5(e)
within the international equity and bond markets
Exam context
This chapter continues to cover Section B of the syllabus: 'advanced investment appraisal';
this syllabus section is covered in Chapters 3–7.
Every exam will have questions that have a focus on syllabus Sections B and E.
This chapter builds on Chapter 4 and places investment appraisal in an international
context, which is how investment appraisal is often examined.
Companies that undertake overseas projects are exposed to exchange rate risks as well as other
risks, such as exchange control, taxation and political risks. In this chapter we look at capital
budgeting techniques for multinational companies that incorporate these additional complexities in
the decision-making process. International investment questions are commonly
examined.
The availability of a variety of international financing sources to multinational companies is also
considered.
85
Chapter overview
Maximisation of
shareholder wealth
International investment International financing

decisions decisions
1 Motives for international

investment 4 Financing decision:
managing risk of
international investments
2 Investment decision:
Exchange rate risk
4.1 Types of international
debt finance
2.1 Economic risk
4.2 Use of international

2.2 PPP theory debt finance in
managing risk
2.3 Other danger signals
3 Evaluating international
investments
3.1 Basic approach
3.2 Complications
86
5: International investment and financing decisions
1 Motives for international investment

There are many possible motives for investing outside a company's domestic market, including:
Explanation
Company Expansion strategy may create economies of scale.
Country Access cheap labour and government grants. Local investment may be needed to
overcome trade barriers.
Customer Locate close to international customers so that shorter lead times can be offered.
Competition Some international markets may have weaker competition.
2 Investment decision: exchange rate risk

As with any investment, international investments will need to be carefully scrutinised to identify
relevant business risks (and potentially financial risks) and to put in place appropriate risk
management strategies (as discussed in Chapter 2). International investments will create a variety of
transactions (eg purchases or sales) that are denominated in a foreign currency. It is often necessary
for the parent company to convert the home currency in order to provide the necessary currency to
meet foreign obligations. This necessity gives rise to transaction risk. The cost of foreign
obligations could rise as a result of a weaker domestic currency or the domestic value of foreign
revenues could depreciate as a result of a stronger home currency. Even when foreign subsidiaries
operate independently of the parent company, without relying on the parent company as a source of
cash, they will ultimately remit dividends to the parent in the home currency. Once again, this will
require a conversion from foreign to home currency. Chapter 12 covers the management of
transaction risk.
Some risks that are especially important for international investments are considered here,
starting with long-term exchange rate risk or economic risk.
2.1 Economic risk
Economic risk: the risk that the present value of a company's future cash flows might be reduced
by adverse exchange rate movements.
Key term
In this chapter we will normally assume that the domestic currency is $s and that the domestic
country is the USA, and the foreign currency is the peso and the foreign country is country Z.
If there is a long-term decline in the value of the foreign currency after an international
investment has been made then the net present value of the project in the domestic currency
($s) may fall. This is an aspect of economic risk.
So, before an international investment proceeds, the risk of the foreign currency falling in
value should be carefully assessed.
2.2 Purchasing power parity (PPP) theory

One of the causes of a long-term decline in the value of a foreign currency is if the rate of inflation in
the foreign country, Country Z, is higher than it is in the USA.
PPP theory suggests that the impact of higher inflation is to decrease the purchasing power of
the foreign currency (peso) which over time will reduce its value on foreign currency markets.
PPP is often used in exams to forecast exchange rate movements, based on predicted future inflation
rates; the forecast exchange rates are then used to appraise international investment decisions.
87
Formula provided
(1+hc )
s1 = s0 
(1+hb )
s1 = exchange rate in 1 year, s0 = exchange rate today
hc = inflation in foreign currency, hb = inflation in base currency
Activity 1: PPP theory

The exchange rate in 20X7 is 1.5 peso to the $. Inflation for the next two years is forecast at 2.1% in
the USA and 2.5% in Country Z, and then for the following two years inflation is forecast at 1% in
the USA and 3% in Country Z.
Required
What is the forecast spot rate in each of the next three years for the peso to the $?
(work to three decimal places)
Solution
2.2.1 PPP and the international Fisher effect

If an exam question provides interest rates instead of inflation rates, the PPP formula can still be used
(inserting interest rates instead of inflation rates) on the assumption that interest rate differentials
between economies of similar risk are simply a reflection of different expectations of inflation. The
idea that if long-term $ interest rates are higher this is an indication that $ inflation will be higher is
the international Fisher effect because it is an extension of the Fisher formula (introduced in
Chapter 3 Section 2.2).
2.2.2 PPP and base currency
Care must be taken in using PPP theory because the formula requires you to specify which country is
the base country or base currency ( hb = inflation in base currency).
The base currency is the currency that is quoted to 1 unit, ie in the previous activity the
base currency is the $ because exchange rates are quoted in terms of the value of $1.
88
2.2.3 PPP and economic risk

In the previous activity, the peso was weakening because of higher inflation in Country Z. This
means that cash inflows in pesos will be worth less in $s and will result in a lower project NPV in $s.
It is also possible that higher inflation will increase the cash inflows in pesos from an
investment in Country Z. If so, there is a possibility that there will be no impact on the overall $NPV
as the higher cash inflows compensate for the worsening exchange rate.
Bad news
Good news
Higher inflation
Higher inflation
weakens the value of
increase cash inflows
the foreign currency
So, if cash inflows are affected by inflation in exactly the same way as the exchange rate a
weaker exchange rate due to higher foreign inflation may not matter.
In reality project cash flows from an international (or domestic) project are likely to inflate at different
rates so some overall impact on the project NPV from inflation is likely.
2.3 Other danger signals

Apart from inflation, there are other danger signals in a country that is being considered for an
international investment, that indicate that a fall in the value of the foreign currency (here the
peso) is likely.
Danger signals Explanation
Weak economic This will reduce investment inflows into the foreign country (Country Z),
growth and reduce the demand for the foreign currency (peso).
High balance of If imports exceed exports for a long period in the foreign country, this
payments deficit will increase the supply of the foreign currency (peso) on the foreign
exchange markets (as a result of paying for imported goods and
services) and can decrease its value.
High government Debt repayments increase the supply of the foreign currency (peso) on
deficit the foreign exchange markets. Again this can decrease its value.
Essential reading
the Workbook, for a broader discussion of economic risk. In addition Section 2 gives more
background on Purchasing Power Parity theory.
89
3 Evaluating international investments
3.1 Evaluating projects – basic approach
International investment appraisal questions will normally require you to estimate the overseas
cash flows of a project and then to use a forecast exchange rate to convert these into the
domestic currency before discounting at a suitable (domestic) cost of capital.
Forecast foreign (peso) cash flows including inflation
Forecast exchange rates and convert into domestic currency ($s)
Finally include any other domestic ($) cash flows and discount at a domestic cost of capital.

KStat Co, an accountancy services company based in the USA, is evaluating an investment project
overseas – in Country Z, a politically stable country. The project will cost an initial 2.5 million peso
and it is expected to earn nominal (ie already inflated) cash flows as follows.
Year 1 2 3 4
Cash flow (peso '000) 750 950 1,250 1,350
(a) The expected inflation rate in Country Z is 3% a year, and 5% in the USA
(b) The current spot rate is 2 peso per $1.
(c) The company requires a return from this project of 16%.
Ignore tax.
Required
Calculate the $ net present value of the project.
Solution
Time 0 1 2 3 4
Cash flow (peso '000) (2,500) 750 950 1,250 1,350
Exchange rate (see workings)
Cash flow ($'000)
Discount at 16% 1.000 0.862 0.743 0.641 0.552
Present value
Total NPV =
90
Workings
3.2 Evaluating projects – complications

In international investment appraisal questions, in addition to exchange rate forecasting and the
issues covered in Chapter 3, you may also have to deal with:
(a) Overseas tax issues
(b) Intercompany transactions
(c) Exchange controls
This will mean that the proforma we developed in Chapter 3 for NPV questions will have to be
adapted to deal with the extra complications of international NPV.
In the following proforma, the overseas currency is the peso and is denoted by P, and $s are the
domestic currency.
Time 0 1 2 3 4
Revenue less all operating costs
and TADs in pesos X X X X
Taxation in pesos (X) (X) (X) (X)
Capital expenditure in pesos (X)
Add back TAD X X X X
Net cash flows in pesos (X) X X X X
Forecast exchange rate X X X X X
Net cash flows in $s (X) X X X X
Extra domestic tax in $s (X) (X) (X) (X)
Profits on intercompany transactions X X X X
Other local $ cash flows (X) (X) (X) (X)
Tax paid or saved on local $ cash
flows X X X X
Net cash flows in $s (X) X X X X
Discount factors @
post-tax cost of capital X X X X X
Present value in $s (X) X X X X
91
3.2.1 Taxation
To prevent 'double taxation', most governments give a tax credit for foreign tax paid on overseas
profits (this is double tax relief, or DTR).
The home country will only charge the company the difference between the tax paid
overseas and the tax due in the home country. This extra tax will appear as an extra cash
flow in the project NPV.
3.2.2 Intercompany transactions
Companies may charge their overseas subsidiaries for royalties and components supplied. These
charges will affect the taxable profit, and therefore the tax paid, in the foreign country. Domestic tax
may also be payable on the profits from these transactions.
Activity 3: Extra complications

This builds on the data from Activity 2, but introduces some new information.
Tax in Country Z is 20%, and in the USA it is 30%. Tax is payable in the same year that profits are
earned.
Tax allowable depreciation of 100,000 peso per year (straight-line) are available.
KStat Co will charge its overseas subsidiary 25,000 peso per year for the provision of internal
services.
$15,000 per year in extra administration costs will be incurred to support the new subsidiary.
Required
Complete the table to calculate the revised $ net present value of the project.
Solution
0 1 2 3 4
Time '000s '000s '000s '000s '000s
peso peso peso peso peso
Operating cash flows 750 950 1,250 1,350
Tax allowable depreciation (100) (100) (100) (100)
Intercompany transactions
Taxable profit in pesos 625 825 1,125 1,225
Taxation in pesos (20%)
Capital expenditure in pesos (2,500)
Add back TAD
Net cash flows in pesos (2,500) 600 760 1,000 1,080
Forecast exchange rate 2.000 1.9619 1.9245 1.8878 1.8518
Net cash flows in $'000 (1,250) 306 395 530 583
Extra tax in US in $'000 (extra 10%)
92
0 1 2 3 4
Time '000s '000s '000s '000s '000s
peso peso peso peso peso
Other US cash flows
Taxable profit in $'000
Tax paid or saved on US cash flows
Net cash flows in $'000 (1,250) 273 351 469 516

DF @ US rate 16% 1.0 0.862 0.743 0.641 0.552
Present value in $'000 (1,250) 235 261 301 285
Net present value = $(168) in '000

Workings
3.2.3 Exchange controls

Another potential problem is that some countries impose delays on the payment of a dividend from
an overseas investment. These exchange controls create liquidity problems and add to exchange rate
risk because the exchange rate may have worsened by the time that dividends are permitted.
The impact of the delay in the timing of remittances may have to be incorporated into the
international project appraisal.
Multinational companies have used many different strategies to overcome exchange controls, the
most common of which are:
Strategies for Explanation

dealing with
exchange controls
Transfer pricing A higher transfer price may be imposed for internally supplied goods
and services.
Other charges A parent company can charge a royalty for granting a subsidiary the
right to make goods protected by patents. Management charges may be
levied by the parent company for costs incurred.
Loans If the parent company makes a loan to a subsidiary, a higher rate of

interest on a loan may be charged.
93
Essential reading
the Workbook, for further discussion of basic approaches to international investment appraisal.
Section 4 also provides a numerical illustration to reinforce the impact of exchange controls, if
required.
One of the optional performance objectives in your PER is to evaluate projects and to advise on their
PER alert costs and benefits. This chapter covers how to evaluate international project appraisal decisions.
4 Financing decision: managing risk of international

investments
The question of how much debt a company should employ in its capital structure is one of the
themes of the next chapter. However, here we note that the use of international debt finance in
the context of international investment decisions.
4.1 Types of international debt finance
Types of Discussion
international debt
finance
Loan from a foreign Depending on the profile of the company in the foreign currency this
bank may be slow to organise and potentially expensive.
Eurobond Large companies with excellent credit ratings use the euromarkets,
to borrow in any foreign currency using unregulated markets organised
by merchant banks. The eurobond (or international bond) market is
much bigger than the market for domestic bonds.
Syndicated loan A syndicated loan is a loan put together by a group of lenders (a

'syndicate') for a single borrower. Banks may be unwilling (due to risk)
or unable to provide the total loan individually but may be willing to
work as part of a syndicate to supply the requested funds. The efficiency
of the syndicated loans market means that large loans can be put
together very quickly.
4.2 Use of international debt finance in managing risk

International debt finance may be helpful in managing some of the risks associated with
international investments.
Type of risk Impact of the use of international debt finance
Economic risk As discussed a foreign subsidiary can be financed with a loan in the
currency of the country in which the subsidiary operates (subject to thin
capitalisation rules as discussed in Chapter 16 Section 4). This creates a
matching effect.
Political risk Reduces taxable profit, reducing exposure to increases in corporation

tax.
94
Type of risk Impact of the use of international debt finance
Translation risk Translation risk does not involve cash flows, so there is doubt as to
whether it matters. However, if write-offs result in changes to gearing
exchange rate change
(using book values) that affect a borrowing covenant there may be real
causing a fall in the book
economic consequences from translation risk. Also, if it affects reported
value of foreign assets or
profits it may cause a change in the share price. It could also signal a
an increase in the book
direction of movement in exchange rates and therefore indicate cash
value of liabilities
problems in future.
Using international debt finance reduces the net assets in foreign
currency resulting from an overseas investment and reduces translation
risk.
Activity 4: Translation risk

It is now November 20X7; QWE is a public listed company supermarket based in France. Its
forecast statement of financial position for 31 December 20X7 is given below.
€m
Assets 14,000
Equity 5,650
Floating rate debt 2,000
Current liabilities 6,350
14,000
This does not take into account an investment of $1,000m which is about to be made. The current
exchange rate is 1 euro = $1.1, but this could rise by to 1 euro = $1.40 by the end of the year.
Required
(a) Prepare a revised forecast statement of financial position, assuming that the project is funded
using long-term debt finance in euros under both exchange rate forecasts.
(b) Prepare the same calculations assuming that the project is funded using $ debt.
Solution
(a) Exchange rate 1 euro = $1.1 Exchange rate 1 euro = $1.4
€m €m
Assets Assets
Equity (balance) Equity
Floating rate debt Floating rate debt
Current liabilities Current liabilities
(b) Exchange rate 1 euro = $1.1 Exchange rate 1 euro = $1.4

€m €m
Assets Assets
Equity (balance) Equity
Floating rate debt Floating rate debt
Current liabilities Current liabilities
95
Essential reading
the Workbook, for further discussion of IRP theory. Section 6 also gives some further background on
eurobonds.
As part of the fulfilment of the performance objective 'evaluate potential business/investment

PER alert opportunities and the required finance options' you are expected to be able to identify and apply
different finance options to single and combined entities in domestic and multinational business
markets. This section has looked at the financing options available to multinationals which you can
put to good use if you work in such an environment.
A firm that is planning a strategy of international expansion, does not only have to consider new
'direct' investments, for example in manufacturing facilities. This may be a sensible approach
because it does allow a firm to retain control over its value chain, but it may be slow to achieve,
expensive to maintain and slow to yield satisfactory results. So other forms of expansion may be
preferable.
(a) A firm might take over or merge with established firms abroad. This provides a means of
purchasing market information, market share and distribution channels. If
speed of entry into the overseas market is a high priority, then acquisition may be preferred to
a start-up. However, the better acquisitions may only be available at a premium.
(b) A joint venture with a local overseas partner might be entered into. This will allow
resources and competences to be shared. Depending on government regulations, joint
ventures may be the only, or the preferred, means of access to a particular market.
Essential reading
the Workbook, for further discussion of alternatives to international investment.
96
Chapter summary
Maximisation of
shareholder wealth
International investment
International financing
decisions
decisions
1 Motives for international

investment
4 Financing decision: managing

Company – eg economies of scale
risk of international investments
Country – eg cheap labour/grants
Customer – eg shorter lead times
Competition – eg weaker rivals
4.1 Types of international debt
finance
2 Investment decision: exchange
rate risk Foreign bank loan, eurobond, syndicated loan.
The risk that the present value of a company's future cash

flows might be reduced by exchange rate movements, eg 4.2 Use of international debt
a long-term decline in the value of the foreign finance in managing risk
currency after an investment has been made Economic risk
 Matching cash flows
2.1 Economic risk Political risk
 Reduce exposure to tax rises
Foreign currency may decline in value if Translation risk
foreign inflation is higher. Impact offset  Matching assets and liabilities
by impact on cash flow.
2.2 PPP theory
Direct investment
or Acquisition
2.3 Other danger or Joint venture
signals
Weak economic growth,

government deficit, balance of
payments deficit.
97
3 Evaluating
international
investments
3.1 Basic approach
1 Forecast foreign cash flows

2 Forecast exchange rate
3 Adjust for local cash flows and
discount at local cost of capital
3.2 Complications
Foreign tax
The home country will usually only charge the company the
differential between the tax paid overseas and the tax
due in the home country.
Companies may charge their overseas subsidiaries for royalties
and components supplied. Domestic tax may also be payable on
the profits from these transactions.
Exchange controls
Manage via transfer pricing, other charges and loans.
98
1. Purchasing power parity theory

Explains exchange rate movements by looking at inflation rate differentials.
2. Economic risk
Damage to market (present value created by long-term exchange rate movements. In the context
of international investment this means a weakening of the value of the foreign currency.
3. Eurobond (or international bond)
A bond issued in a currency outside the currency of origin.
4. Translation risk
Damage to book value of equity created by exchange rate movements. In the context of
international investment this means a weakening of the value of the foreign currency.
5. Syndicated loan
A loan put together by a group of lenders (a 'syndicate') for a single borrower.
99
Question practice
Workbook):
Q8 Novoroast
Q9 PMU
Further reading
A practical, and amusing, example of purchasing power parity is the Big Mac index (Economist, 2018).
Under purchasing power parity, movements in countries' exchange rates should in the long term mean that
the prices of an identical basket of goods or services are equalised. The McDonald's Big Mac represents this
basket. The index compares local Big Mac prices with the price of Big Macs in America. This comparison
is used to forecast what exchange rates should be, and this is then compared with the actual exchange
rates to decide which currencies are over- and undervalued.
This index can be found here:
https://www.economist.com/news/2018/07/11/the-big-mac-index
100
SKILLS CHECKPOINT 2
Analysing investment decisions
aging information
Man
aging information
Man
nt
An
meamneag e
sw
nteme
manag Giomoed tim
Analysing er
investment pl
decisions
an
Analysing
t
nin
Exam success skills
Good
g
scenario decisions
uirereq rpretation
Specific AFM skills
e m e nts
Applying risk
Identifying the
Eff d p ffect pre
management
an E nd
required numerical
m eunirts
e c re i v
ti v
e
of t inteect
se w ri
a
nt tin
c rr
Thinking across
r re Co

se w ri o n
nt tin al
Efficient numeric
Co
ati g
on analysis
l
Efficient numerica
analysis
Introduction
Analysing investments to select those which are most likely to benefit shareholders is probably
the most important activity for a senior financial adviser.
Section B of the AFM syllabus is 'advanced investment appraisal' and directly focusses on the
skill of 'analysing investment decisions'. The AFM exam will always contain a question
that have a focus on this syllabus area, so this skill is extremely important.
Analysis of investment decisions requires a sound knowledge of the techniques of investment
appraisal. This means that as well as being able to apply techniques numerically you need to be
able to discuss the reasons for applying them, the meaning of the numbers, its relevance to the
scenario (as discussed in Skills Checkpoint 1), and the limitations of the techniques.
It is also important to apply the relevant investment appraisal techniques in a practical, time-
efficient way in the exam, without attempting to achieve absolute 100% perfection. Not only is
this sensible exam technique but it also reflects that in reality, as well as in the exam,
quantitative techniques are expected to form part of a broader strategic analysis of investments
rather than (as was the case in exams earlier in your studies) providing an absolute answer
concerning the acceptability or otherwise of a proposed investment.
It is important to be aware that sometimes exam questions will not directly state which investment
appraisal techniques should be applied and you may have to use clues in the scenario of the
question to select an appropriate numerical technique; this issue is addressed in Skills
Checkpoint 3 in the Workbook.
The skill of 'analysing investment decisions' is also relevant when considering the acquisition of
another company; this will be covered later in the Workbook in syllabus Section D 'Acquisitions
and Mergers'.
101
Skills Checkpoint 2: Analysing investment decisions
AFM Skill: Analysing investment decisions

The key steps in applying this skill are outlined below, and will be explained in more
detail in the following sections as the question 'Your Company' is answered. The
points already covered in Skills Checkpoint 1 are also relevant here.
STEP 1:
 Analyse the scenario and requirements.
 Consider why numerical information has
been provided.
 Make notes in the margins of the
question, especially of any areas of
uncertainty.
 Work out how many minutes you have
to answer each part of the question.
 Do not perform any detailed
calculations at this stage.
STEP 2:
 Plan your answer.
 Check that you are applying the correct
type of investment analysis.
STEP 3:
 Complete your numerical analysis.
 Once a number has been analysed, make
a note on the exam paper (eg by ticking
it) that the number has been dealt with.
 This will help to make it clear if you have
forgotten to analyse a section of the question.
 Be careful not to overrun on time with your
calculations (if you come to a calculation
that you can't do, you may need to make
a simplifying assumption and move on).
STEP 4:
 Explain your points using short punchy
paragraphs, and don't forget to conclude
on the meaning of your numerical analysis.
STEP 5:
 Write up your answer in a time efficient
manner.
 It is unlikely that you will have time to
correct errors at this stage.
102
Skills Checkpoint 2
Tutorial note
These five general steps apply to all AFM questions, but here will be focused on the
skill of answering advanced investment appraisal questions, which normally have a
high level of numerical content.
Exam success skills

The following question is an extract from a past exam question; this extract was worth
approximately 15 marks.
scenario-based questions to feel over-whelming. Active reading is a useful
technique to use to avoid this. This involves focusing on the requirement first, on
the basis that until you have done this the detail in the question will have little
meaning.
This is especially important in investment appraisal questions where there is
likely to be a high level of numerical content and questions can be very
confusing to read through unless you first have a clear idea of the nature of the
required analysis.
following question just contains one requirement. However, on closer
examination you will discover that it contains three.
 Efficient numerical analysis. The key to success here is applying a sensible
proforma for typical investment appraisal calculations, backed up by clear,
referenced, workings wherever needed.
 Effective writing and presentation. Underline key numbers. Make sure
that your numerical analysis is supported by an appropriate level of written
narrative. It is often helpful to use key words from the requirement as headings
in your answer as you do this.
 Good time management. Complete all tasks in the time available.
103
Skill activity
STEP 1 Look at the mark allocation of the following question and work out
how many minutes you have to analyse and plan your answer to the
question. Before you start your calculations it is important to realise
that the numbers that have been provided are flawed and therefore do
not need to be accepted as being correct (although some will be). Do
not perform any calculations until you have carefully read the scenario
in full.
Make notes in the margins of the question, especially of any areas of
uncertainty. Work out how many minutes you have to answer each
part of the question.
Requirement
Prepare a corrected project evaluation using the net present value technique supported
by a separate assessment of the sensitivity of the project to a $1 million change in the
initial capital expenditure. Recommend whether the project should be accepted.
(15 marks)
On the basis of spending approximately 20% of your time reading and planning, this
 Performing the calculations and writing up your answer – 23 minutes
You can now see from the requirement that there are errors in the scenario and you
can look for them (noting any possible errors or areas of uncertainty in the margin to
the question).
Question – Your Company (15 marks)

You have been conducting a detailed review of an investment project proposed by
one of the divisions of your business. Your review has two aims: first to correct the
proposal for any errors of principle, and second, to recommend whether or not the
project should proceed when it is presented to the company's board of directors for
approval.
The company's current weighted average cost of capital is 10% per annum.
The initial capital investment is for $150 million followed by $50 million one year
later. The other post-tax cash flows, for this project, in $ million, including the
estimated tax benefit from tax allowable depreciation for tax purposes, are as follows:
Unusually there are
Year 0 1 2 3 4 5 6
two phases of capital
Capital investment investment, which
(plant and machinery): –127.50 impacts on tax
allowable
First phase
depreciation
Second phase –36.88

Project post-tax cash flow 44.00 68.00 60.00 35.00 20.00
($ million)
104
Skills Checkpoint 2
Company tax is charged at 30% and is paid/recovered in the year in which the
TAD calculations
liability is incurred. The company has sufficient profits elsewhere to recover tax assumed to be
allowable depreciation on this project, in full, in the year they are incurred. All the correct already?
capital investment is eligible for a first year allowance for tax purposes of 50%
followed by tax allowable depreciation of 25% per annum on a
reducing balance basis.
You notice the following points when conducting your review:
1 An interest charge of 8% per annum on a proposed $50 million loan has
Treatment of interest
been included in the project's post-tax cash flow before tax has been and depreciation looks
calculated. wrong
2 Depreciation for the use of company shared assets of $4 million per annum
has been charged in calculating the project post-tax cash flow.
Are these cash flows or
3 Activity based allocations of company indirect costs of $8 million have been not – not clear, state
assumption?
included in the project's post-tax cash flow. However, additional corporate
infrastructure costs of $4 million per annum have been ignored which you
discover would only be incurred if the project proceeds.
4 It is expected that the capital equipment will be written off and disposed of at
the end of Year 6. The proceeds of the sale of the capital equipment are
expected to be $7 million which have been included in the forecast of the
project's post-tax cash flow. You also notice that an estimate for site clearance
of $5 million has not been included nor any tax saving recognised on the
unclaimed tax allowable depreciation on the disposal of the capital
equipment.
Only the unclaimed
TAD to be calculated?
STEP 2 Read the requirement again. Highlight each sub-requirement, check

that you are applying the correct type of investment analysis.
Required
Verb – see ACCA

definition below Required technique 1
Verb – see ACCA
definition below
Prepare a corrected project evaluation using the net present value technique supported
by a separate assessment of the sensitivity of the project to a $1 million change in the
initial capital expenditure. Recommend whether the project should be accepted.
(15 marks)
Required technique 2
Third part to the requirement
The first key action verb is 'prepare'. This requires a synthesis of the issues to create a
corrected analysis.
Here, you need to produce a revised NPV and a sensitivity analysis.
105
The second action verb is 'recommend'. This is asking you to express an opinion,
explaining and justifying the basis for this opinion.
Here, this should draw on your previous analysis of NPV and sensitivity for your
justification.
STEP 3 Now complete your workings and numerical analysis. Be careful not
to overrun on time with your calculations.
Note that this may mean accepting that it may not be possible to
complete a perfect analysis in the time, as discussed below.
As already noted, performing the calculations and writing up your
answer should take 23 minutes
Workings
(1) Calculation of unclaimed balancing allowance in time 6
Time 0 1 2 3 4 5 6
$m $m $m $m $m $m $m
New
investment 150.00 50.00
First-year
allowance
(50%) (75.00) (25.00)
Written-down
value (start
of year) 75.00 81.25 60.94 45.70 34.27 25.70
TAD (25%) (18.75) (20.31) (15.24) (11.43) (8.57) (6.43)
Written-down
value (end
year) 75.00 81.25 60.94 45.70 34.27 25.70 19.27
Scrap (7.00)
Balancing
allowance 12.27
Tax saved
30% 3.68
106
Skills Checkpoint 2
(2) Impact of extra $1m capital expenditure on the tax saved on TAD.
Time 0 1 2 3 4 5 6
$m $m $m $m $m $m $m
You may run out
of time – in which Written-down
case these value (start
relatively
immaterial year) 1.00 0.50 0.37 0.28 0.21 0.16 0.12
calculations may FYA (50%) (0.50)
need to be
sacrificed (they TAD (25%) (0.13) (0.09) (0.07) (0.05) (0.04) (0.03)
will only be worth
a couple of marks)
Balance 0.05 0.37 0.28 0.21 0.16 0.12 0.09
Scrap 0.00
Simple calculations
can be referred to in Balancing
a notes column if you
allowance 0.09
prefer not to have a
separate working. Tax saved
Alternatively they can
be mentioned as
on TAD at
narrative points 30% 0.150 0.039 0.027 0.021 0.015 0.012 0.009
(see later)
Tax saved on
Also assumptions and balancing
workings can be allowance 0.027
referred to here.
Investment (1.000)
Impact on
cash flow (0.850) 0.039 0.027 0.021 0.015 0.012 0.036
Corrected project evaluation

Year 0 1 2 3 4 5 6 Notes
$m $m $m $m $m $m $m
Project (127.50) (36.88) 44.00 68.00 60.00 35.00 20.00
net interest 50m 
2.80 2.80 2.80 2.80 2.80 8%(1–t)
Depreciation
net of tax 2.80 2.80 2.80 2.80 2.80 4m (1–t)
Indirect costs 8m  (1–t)
5.60 5.60 5.60 5.60 5.60 assumed
not cash
flows
Add benefit
from
balancing
allowance
(W1) 3.68 Working 1
Site
clearance
costs (3.50)
Infrastructure
costs (2.80) (2.80) (2.80) (2.80) (2.80) 4m (1–t)
Revised
cash flows (127.50) (36.88) 52.40 76.40 68.40 43.40 28.58
Discount
factor 10% 1.000 0.909 0.826 0.751 0.683 0.621 0.564
DCF (127.500) (33.520) 43.280 57.380 46.710 26.950 16.120
107
NPV = $29.42m
Sensitivity analysis of project to a $1m increase in initial capital
expenditure
Extra capital expenditure will affect not only the cash outflow of the project but
also the tax allowable depreciation.
Year 0 1 2 3 4 5 6 Notes
$m $m $m $m $m $m $m
Impact on
cash flow (0.85) 0.039 0.027 0.021 0.015 0.012 0.036 Working 2
DCF at 10% (0.85) 0.0355 0.0223 0.0158 0.0102 0.0075 0.0203
Net impact on NPV = $(0.738)m
headings.
Explain the meaning of your numbers and ensure that your
recommendations are justified.
Narrative element to the solution
Use sub-headings
Corrected project evaluation Explain your approach
from the requirement where relevant.
Errors of principle:
(a) Interest should not be included as this is already accounted for in
the discount rate. The annual interest charge of $4 million (less
tax of 30%) should be added back to the cash flow in each year.
(b) Depreciation is not a cash flow and should be ignored in NPV
calculations. The annual charge of $4 million (less tax at 30%)
should be added back to the cash flow in each year.
(c) Indirect allocated costs are assumed not to be incremental cash
flows and are therefore not relevant. These should be added back
to the annual cash flows (net of tax). However, corporate
infrastructure costs are relevant to the project and should have
been included. These costs should be deducted from annual cash
flow figures (net of tax), as should the estimates for site clearance.
(iv) Balancing allowances in Year 6 should be included.
Sensitivity analysis
The net impact shown of $(0.738)m shows the impact of spending an This is explaining why
extra $1m on this project. This means that for the project NPV of this matters in this
$29.42m to fall to zero the investment would have to increase by key skill that we are
29.42/0.738 = approximately $40m. This is a large increase on the looking at.
initial forecast spending of $150m and indicates that the project is not
sensitive to this assumption.
Recommendation on capital investment project
On the basis that the project NPV is positive the project achieves a
Use short paragraphs,
return in excess of the required return of 10%. The positive NPV,
explain the meaning of combined with the lack of sensitivity to the forecast initial expenditure, Recommendations need a
your numbers means that the project can be recommended for acceptance on justification
financial grounds.
108
Skills Checkpoint 2
Other points to note:

 This is a comprehensive, detailed answer. You could still have
scored a strong pass with a shorter answer as long as it
addressed all aspects to the question.
 All sub-requirements have been addressed, each with their own
heading.
STEP 5 Write your answer in a time-efficient manner. As 20% of your time has
been used for analysis this means that when you are writing the 1.95
minutes per mark becomes 1.95  0.8 = 1.56 minutes per mark of
writing time.
As you write your answer you are likely to identify errors. When this
happens, it is generally advisable to move on and accept that your
answer is not perfect. This is because the AFM exam is extremely time
pressured and the time you spend on correcting your errors can put
you under exam time pressure later in the exam.
It is best to briefly identify any drawbacks in your answer as part of
your narrative in your answer, but you should keep this brief.
completed below for the 'Your Company' activity to give you an idea of how to complete the
diagnostic.
Managing information Did you read the requirements first so that you understood
that the numbers provide in the question were incorrect,
before reading the scenario?
Correct interpretation Did you understand what was meant by the verb
of requirements 'recommend'?
Did you spot the three aspects to the requirements?
Efficient numerical Did you spend too much time on relatively unimportant parts
analysis of the question?
Did your answer present a neat NPV in a proforma that
would have been easy for a marker to follow?
109
presentation
Did you explain the meaning of the numbers?
Good time Did you allow yourself time to address all sub-requirements?
management
110
Skills Checkpoint 2
Summary
Each AFM exam will contain a question that focuses on investment appraisal.
This is an important area to revise and to ensure that you understand the variety of
techniques available (including their limitations). It is important that you can apply
techniques such as duration, modified internal rate of return and value at risk.
It is also important to be aware that in the exam, as in the real world,100% precision
is not expected in what is, after all, a forecasting exercise. In the exam you are
dealing with complicated calculations under timed exam conditions and time
management is absolutely crucial. You therefore need to ensure that you:
 Show clear workings and score well on the easier parts of the question
 Make a reasonable attempt at the harder calculations while accepting that
your answer is unlikely to be perfect
Remember that there are no optional questions in the AFM exam and that this syllabus
section (investment appraisal) will definitely be tested!
111
112
Cost of capital and
changing risk
Learning objectives
Syllabus
reference no.
 Calculate the cost of capital of a firm, including the cost of equity and debt. B3(c)
Discuss the appropriateness of using the cost of capital (see Chapter 2) and
discuss its relationship to value
 Calculate and evaluate project-specific cost of equity and debt. B3(d)
Show detailed knowledge of business and financial risk, CAPM and
relationship between equity and asset betas
 Assess the impact of financing and capital structure on a firm with respect to: B3(h)
pecking order theory, static trade-off theory and agency effects and M&M
theory
 Apply the APV technique to the appraisal of investment decisions that entail B3(i)
significant alterations in the financial structure of the firm, including their
fiscal and transaction costs implications
 Assess the impact of a significant capital investment project on the reported B3(j)
financial position and performance of a firm, taking into account alternative
financial strategies (see Chapter 14)
Exam context
This chapter continues Section B of the syllabus: 'advanced investment appraisal'.
Remember, every exam will have questions that have a focus on syllabus sections B and E.
This chapter builds on Chapter 1 (which looked at practical factors affecting gearing) and Chapter 2
(which introduced cost of capital calculations). Here we look at the theories concerning capital
structure, and use these to consider the implication of the changing financial risk and changing
business risk on project evaluation. This links to the previous chapter, because international
investment appraisal often involves a significant amount of debt finance.
113
Chapter overview
Cost of capital and changing

risk
1 Impact of debt finance 2 Investments that 3 Investments that

on the cost of capital change financial risk change business risk
2.1 When NOT to use 3.1 Adjusting information

1.1 M&M theory from a comparative
the WACC
quoted company
2.2 Adjusted present 3.2 Drawbacks of

1.2 Revised formula for Ke approach
value (APV)
2.3 APV in an
1.3 Drawbacks of M&M
international context
1.4 Static trade-off theory 2.4 Drawbacks of APV
1.5 Other theories
114
6: Cost of capital and changing risk
1 The impact of debt finance on the cost of capital

As noted earlier, the cost of debt is cheaper than the cost of equity because debtholders face less
risk, so it is sensible for companies with stable cash flows to use some debt finance. Here we review
key theories that address the issue of how much debt should be used.
1.1 Modigliani and Miller (M&M) theory

M&M demonstrated that, ignoring tax, the use of debt simply transfers more risk to shareholders, and
that this makes equity more expensive so that the use of debt does not reduce finance
costs, ie does not reduce the WACC.
M&M then introduced the effect of corporation tax to demonstrate that if debt also saves corporation
tax (as discussed in Chapter 2), then this extra effect means that the WACC will fall. This
suggests that a company should use as much debt finance as it can.
Cost
of
capital
WACC
Gearing increasing
1.1.1 Relationship between WACC and value
As you would expect, a fall in the WACC benefits shareholders. This is because the present value
of the cash flows generated by a company to its investors (shareholders and debtholders) will be
higher if it is discounted at a lower rate. In an efficient market this would imply that the
market value of equity plus debt will rise as the WACC falls.
increasing
Value to WACC
investors
decreasing

Required
(a) Discuss the implication of M&M theory (with tax) for the use of a company's existing WACC to
evaluate a project that will be financed mainly by debt.
(b) Discuss what will happen to the cost of equity (Ke) as the level of debt rises.
115
Solution
(a)
(b)
1.2 Revised formula for Ke
M&M's formula for the Ke of a geared company reflects the effects of using debt finance ie the
benefit of the tax relief and the extra financial risk that it brings.
Formula provided
Vd
K e = K ei +(1– T)(K ei – K d ) (Formula is given)
Ve
Ke = cost of equity of a geared company, K ei = cost of equity in an ungeared company
K d = cost of debt (pre-tax) Vd , Ve = market value of debt and equity
Activity 2: M&M cost of equity demonstration

An ungeared company with a cost of equity of 12% is considering adjusting its gearing by taking out
a loan at 6% and using it to buy back equity. After the buyback the ratio of the market value of debt
to the market value of equity will be 1:1. Corporation tax is 30%.
Required
(a) Calculate the new Ke, after the buyback.
(b) Calculate and comment on the WACC after the buyback
 Ve   Vd 
WACC =   Ke +   Kd (1–T)
 Ve + Vd   Ve + Vd 
116
Solution
(a)
(b)
1.3 Drawbacks of M&M

A key assumption of M&M theory is that capital markets are perfect, ie a company will
always be able to raise finance to fund good projects. In reality this is not true.
Capital market Discussion

imperfections
Direct financial The legal and administrative costs associated with the bankruptcy or
distress costs reorganisation of the firm.
Indirect (a) A higher cost of debt due to a firm's high risk of default.
financial (b) Lost sales due to customers having concerns that a firm with high
distress costs gearing may be at risk of failure and so will not be able to provide after
sales service or to honour product guarantees.
(c) Managers and employees will try drastic actions to save the firm that
might result in some long-term problems eg closing down plants,
downsizing, drastic cost cuts and selling off valuable assets; these actions
will ultimately damage the value of the firm.
(d) Higher prices or shorter payment terms from suppliers who will have
concerns about the risk that a firm with high gearing may not be able to
pay its suppliers.
1.4 Static trade-off theory

Myers (Ryan 2007, p.208) argues that these imperfections (static) mean that the level of gearing
that is appropriate for a business depends on its specific business context.
This suggests that a company should gear up to take advantage of any tax benefits available, but
only to the extent that the marginal benefits exceed the marginal costs of financial
distress.
After this point, the market value of the firm will start to fall and its WACC will start to rise.
117
Mature, asset intensive, industries tend
to have high gearing because they are at
low risk of default and so financial distress costs
are likely to be outweighed by the value of tax
saved from interest payments
Companies with fewer tangible assets or

facing more volatile cash flows (young,
high tech, high fixed costs) tend to have lower
gearing because financial distress costs are
likely to be higher than the present value of tax
saved from interest payments.
This theory supports the idea outlined in Chapter 1 that the level of gearing that is appropriate for a
business depends on the type of industry that it is in and the stage of its life cycle.
1.5 Other theories

Pecking order theory suggests that, partly due to issue costs, the preferred 'pecking order' for
financing is as follows: 1, retained earnings; 2, debt; 3, new equity.
Agency theory suggests that if a company is mainly equity financed there is less pressure on cash
flow, and managers will often embark on 'vanity projects' such as ill-judged acquisitions. Higher
gearing creates a discipline that can effectively deal with this agency problem.
Essential reading
the Workbook, which recaps on the different capital structure theories in greater detail, this will be
useful if you were exempt from the Financial Management exam.
2 Investments that change financial risk

2.1 When NOT to use the WACC
We noted in Chapter 2 that the current WACC cannot be used as a discount rate at which to
appraise projects if:
(a) A project causes a company to change its existing capital structure (financial risk)
(b) A project incurs higher than normal business risk (covered in the next section)
Where the financial risk or business risk of an extra project is different from normal, there is an
argument for a cost of capital to be calculated for that particular project; this is called a project-
specific cost of capital.
2.2 Changing financial risk – adjusted present value (APV)

Modigliani and Miller's theory on gearing tells us that the impact of debt finance is purely to
save tax. If so, then the value of this can be quantified and added as an adjustment to the present
value of a project.
If a question shows an investment has been funded by an unusually high level of debt or asks for
project appraisal using 'the adjusted present value method', you must apply the following steps.
118
Formula to learn for APV
Step 1 Step 2 Step 3

Calculate project NPV as Adjust for the impact of financing Subtract the cost of
i (eg present value of tax saved, benefit issuing new finance
if ungeared, ie Ke
of any loan subsidy)
2.2.1 Points to note

Be careful which discount factors you use in APV:
Step 1 Step 2
Calculate the project NPV using an ungeared Add the PV of the tax saved at the
cost of equity ( ) calculated either by using required return on debt (Kd pre-tax).
the M&M formula or an asset beta (see next This reflects the low risk of the tax savings
section). These cash flows are risky.
If you are told in an exam question that a subsidised loan is offered then this clearly adds some
extra value to the APV. This should be factored into Step 2 and calculated as the present value of
the net interest savings due to the subsidy, discounted at the normal pre-tax Kd (again because
it is low risk).
Formula provided for ungearing the cost of equity in Step 1

V
Ke = Kei +(1– T)(Kei – Kd ) d (Formula is given)
Ve
K e = cost of equity of a geared company, K ei = cost of equity in an ungeared company
Activity 3: APV demonstration

Epsilon plc is considering a project that would involve investment of $11 million now and would
yield $2.9 million per annum (after tax) for each of the next five years.
$8 million of the project will be financed by a loan, at an interest rate of 5%. The costs of
raising this loan are estimated at $200,000 (net of tax).
The company's existing Ke is 12% and corporation tax is 30%. Epsilon currently has a ratio of 1:2
for market value of debt to market value of equity.
Required
Review the illustration of the use of the M&M formula for calculating the ungeared cost of
equity, and then complete the shaded areas to calculate the project APV.
Solution
Workings for ungeared cost of equity
V
K e = K ei +(1– T)(K ei – K d ) d
Ve
i i
12 = Ke + (0.7)( Ke – 5)1/2
119
i
so 12 = K ei + 0.35 ( Ke – 5)
i i
so 12 = Ke + 0.35 Ke – 1.75
so 13.75 = 1.35 Ke
i
Kei = 13.75/1.35 = 10.19% this is the cost of equity ungeared.
Round this down to 10% to use the discount tables in Step 1 of APV.
Step 1
Base case NPV at ungeared cost of equity
Time 0 1-5
Project cash flows $m
Df 10% 1.0
Present value
Overall NPV of project as if

ungeared
Step 2
Annual interest paid $m
Time 1–5
Tax saved on interest $m
Df at cost of debt
Present value
Step 3
Issue costs $m =
APV
APV $m
Step 1 + Step 2 + Step 3 =
2.2.2 Alternative method of ungearing the cost of equity in Step 1
An alternative method of calculating an ungeared Ke in Step 1 of APV is to adjust the company's

equity beta by stripping out the effect of gearing to create an ungeared or an asset beta.
This beta is then input to the capital asset pricing model to calculate an ungeared cost of equity.
This approach is also important in the next chapter, and is introduced here.
120
The beta of a company is called an equity beta – this reflects both business risk (the risk of the
business operations) and financial risk (the risk of using debt finance in the capital structure).
To understand the level of business risk (only) faced by a business, an equity beta can be adjusted to
show its value if the company was ungeared. An ungeared beta therefore measures only business
risk, not financial risk.
Equity beta Asset beta
An asset beta will be smaller than an equity beta because an asset beta only measures business risk,
whereas an equity beta measures business risk and financial risk.
Equity beta: a measure of the market risk of a security, including its business and financial risk.
Key term Asset beta: an ungeared beta measuring only business risk.
Formula provided for calculating an asset beta
 Ve   Vd 1– T  
a  
  V + V 1- T   e   d
 +
 e d    Ve + Vd 1- T  
Note that in most exam questions the debt beta can be assumed to be zero (this assumption can be
made unless a debt beta is provided), this means that the right hand side of the formula can normally
be ignored.
Activity 4: APV using an asset beta

Epsilon (from Activity 3) has an equity beta of 1.75. The risk-free rate of return is 5%, the market
return is 9% and the rate of tax is 30%. The debt beta can be assumed to be zero.
Required
Recalculate the ungeared cost of equity for use in Step 1 of APV by ungearing the equity beta, and
using the CAPM. Remember the CAPM is shown on your formula sheet as:
Formula provided

Eri  = Rf +  Erm  – Rf 
Solution
121
2.3 APV in an international context
Because international investments often include significant levels of debt (as discussed in the previous
chapter), APV may be applied in an international context. The steps will be the same.
2.4 Drawbacks of APV

APV is an M&M theory and suffers from the drawbacks of M&M described in Section 1.3.
Essential reading
the Workbook, which provides a numerical illustration of the impact of a loan subsidy on the APV
approach.
3 Investments that change business risk

3.1 Adjusting information from a comparative quoted company (CQC)
For projects with different business risk (compared to current operations) it is inappropriate to
use the existing WACC to calculate a project NPV; instead a marginal cost of capital (using the
CAPM) should be used.
When a company is moving into a new business area it can use the beta of a company in that sector
(a comparable quoted company, CQC) and ungear their cost of equity or their equity beta to
establish the business risk of this new area.
This ungeared cost of equity or ungeared beta can then be adjusted again to reflect the debt level of
the company making the investment so that it reflects the appropriate level of financial risk when
evaluating an investment.
This involves three steps:
Step 1:
Ungear the cost of equity or ungear the equity beta relating to the comparable
company.
Step 2:
Regear the cost of equity or asset beta with the capital structure to be used in the new
investment.
Step 3:
Use the regeared cost of equity to calculate a revised WACC to use in the appraisal of the project.
Activity 5: Business risk – two approaches

Stetson plc is a passenger airline which has a debt:equity ratio of 1:1. It wishes to expand into
air freight. It has identified that the beta of a highly geared parcel delivery company (Company X)
is 1.8 and its Ke is 18.4% – these are influenced by its gearing of 2:1 debt to equity.
Assume that debt has a beta of 0.
Risk-free rate = 4% Market rate = 12% Tax = 30%
122
Required
Calculate the cost of capital that Stetson should use to appraise this investment by:
(a) Ungearing and regearing the beta approach covered above
(b) Ungearing and regearing the cost of equity using the M&M Ke formula covered in the
previous section
Formulae (given in the exam)
Formula provided
 Ve   Vd 1– T  
a    e +  
 V  V 1 T   d
 Ve  Vd 1 T  

 e d 
  V
K e  K e i  (1 T) K e i  K d d
Ve
Solution
(a) Step 1 Find a company's equity beta in the area you are moving into and ungear the
beta:
Step 2 Regear the beta:
123
Step 3 Use the regeared beta to calculate an appropriate cost of capital:
(b) Step 1 Find a company's Ke in the area you are moving into and ungear it:
Step 2 Then regear the Ke with your own gearing:
Step 3 Use the revised Ke to calculate an appropriate cost of capital:

(identical to Step 3 in part (a))
124
3.2 Drawbacks of approach

3.2.1 Finding a suitable CQC
The key problem with using the geared and ungeared beta formula for calculating a firm's equity
beta from data about other firms is that it is difficult to identify a comparative company
with identical operating characteristics to use as a benchmark.
For example, there may be differences between firms caused by different cost structures (eg the ratio
of fixed costs to variable costs), and the type of products and markets of a comparative company
business is unlikely to be a perfect match to a proposed project.
3.2.2 Other issues

In addition there are technical flaws in the models used (either adjusting beta factors or using M&M
theory to adjust the cost of equity) which have been reviewed in earlier sections.
Essential reading
the Workbook, which provides another numerical illustration of this area.
125
Chapter summary
Cost of capital and changing

risk
1 Impact of debt finance 2 Investments that 3 Investments that

on the cost of capital change financial risk change business risk
3.1 Adjusting information

2.1 When NOT to use
1.1 M&M theory from a comparative
the WACC
quoted company
 Modigliani & Miller
Step 1 – ungear the cost of
– In a zero tax world, debt is
2.2 Adjusted present equity or equity beta relating
cheaper (lower risk) but its use
to the comparable company.
makes equity more expensive value (APV)
(higher financial risk) so the Step 2 – regear the cost of
WACC is unchanged. Step 1 – calculate the base case equity or asset beta with the
– With tax, debt brings the NPV as if ungeared using an capital structure to be used
benefit of tax savings and a asset beta or using the M&M in the new investment.
company should maximise formula for Ke.
Step 3 – use the cost of equity to
its use of debt finance to calculate a revised WACC to
Step 2 – add the PV of the tax
drive down its WACC. use in the appraisal of the project.
saved as a result of the debt &
 A lower WACC increases the benefit of subsidy (use Kd)
value of the company to its
investors Step 3 – subtract the cost of
issuing new finance 3.2 Drawbacks of
approach
1.2 Revised formula for 2.3 APV in an

Difficult to identify a
Ke international context
comparative company with
identical operating
characteristics to use as a
benchmark.
1.3 Drawbacks of M&M 2.4 Drawbacks of APV Technical flaws in the models
used (adjusting beta factors or
using M&M theory to adjust
 A key assumption of M&M theory is that capital markets
the cost of equity).
are perfect eg a company will always be able to raise finance to
fund good projects.
Capital market imperfections
Direct financial distress costs – managing the insolvency

process.
Indirect financial distress costs – costs of higher debt
payments, loss of sales/higher costs from suppliers.
126
1.4 Static trade-off theory
The level of gearing that is appropriate for a

business depends on its specific business
context.
Mature, asset intensive, industries

tend to have high gearing because they
are at low risk of default and so financial
distress costs are likely to be outweighed by
the value of tax saved from interest payments
1.5 Other theories
Pecking order theory suggests the preferred order for

financing is: 1, retained earnings; 2, debt; 3, equity.
Agency theory. Equity finance facilitates the agency problem.
127
1. Modigliani and Miller theory with tax

In the absence of financial distress costs, the use of debt finance will drive down WACC and
increase value for investors.
2. Static trade-off theory
The level of gearing depends on the business context.
3. Current WACC is sometimes not appropriate as a cost of capital
If financial or business risk change.
4. APV
M&M technique: discount the project as if ungeared and adjust for financing effects separately.
5. Asset and equity betas
An asset beta is an ungeared beta, an equity beta is geared.
6. Change in business risk
Use a comparable company (if available) to act as a benchmark for risk of new business and
adjust for the impact of differences in gearing.
128
Question practice
Now try the question below from the Further question practice bank (available in the digital edition of the
Workbook):
Q10 Tampem
129
130
Financing and
credit risk
Learning objectives
Syllabus
reference no.
 Assess the appropriateness of sources of finance – equity, debt, B3(a)

hybrids, lease finance, venture capital, business angels, private equity, asset
securitisation (see Chapter 16), Islamic finance and initial coin offerings.
Include assessment of the financial position, risk and value (see Chapter 14)
 Assess the role and developments in Islamic financing, explaining its B3(b)
rationale, benefits and deficiencies
 Assess a company's debt exposure to interest rate changes using the simple B3(e) (f)
Macaulay duration and modified duration methods. Discuss the benefits
and limitations of duration including the impact of convexity
 Assess the company's exposure to credit risk, including: B3(g)
– The role of, and the risk models used by, rating agencies
– Estimate the likely credit spread over risk free
– Estimate the firm's current cost of debt capital using the appropriate
term structure of interest rates and credit spread
Exam context
This chapter completes Section B of the syllabus: 'advanced investment appraisal'.
Remember, every exam will have questions that have a focus on syllabus Sections B and E (treasury
and advanced risk management techniques).
This chapter builds on Chapter 2 (which introduced the concept of credit ratings/spreads), and
Chapter 4 (which introduced the Black–Scholes option pricing model).
Here we consider a range of general financing issues. There are two main themes. First, the use
of bond finance and how yield curves and credit ratings can be used to estimate the cost of debt.
Second, emerging sources of finance which should build on your knowledge of sources of finance,
from your earlier studies.
131
Chapter overview
Financing and credit risk
1 Credit risk and the 3 The credit risk 4 Impact of a change

cost of debt premium in credit rating
4.1 Impact of a new

2 Estimating the yield 3.1 Credit risk and the
debt issue on the
curve cost of debt
WACC
3.2 Criteria for

4.2 Other impacts of a
establishing credit
new debt issue
ratings
6 Sources of finance (1) 7 Sources of finance (2)

5 Duration of a bond
– Initial coin offering – Islamic finance
7.1 Products based on

5.1 Calculation 6.1 What is an ICO?
equity participation
6.2 Mechanism for an 7.2 Products based on

5.2 Modified duration investment financing
ICO
6.3 Advantages of an
ICO
6.4 Disadvantages of
an ICO
132
7: Financing and credit risk
1 Credit risk and the cost of debt

One of the drawbacks of M&M theory is that it fails to recognise that a significant increase in
gearing will alter the credit rating of a company, which can impact on the cost of capital and
therefore on shareholder wealth.
As we have seen in Chapter 2, the yield expected on a bond will depend on two factors:
(a) The risk-free rate derived from the yield curve; estimating the yield curve is discussed
in Section 2.
(b) The credit risk premium – derived from a bond's credit rating; this is discussed in
Section 3.
2 Estimating the yield curve

Chapter 2 introduced the yield curve, which shows how the yield on government bonds varies
according to the term of the borrowing.
% Yield
Normal yield curve
5.8
5.5
3 5 Years to maturity
The yield curve can be calculated by comparing government bonds with different prices
and maturities.
If an exam question provides the coupon interest rate being paid by a government bond and its
market price then you can calculate the required yield in each year by comparing the market
price of the bond to the interest and capital repayments from the bond.
Illustration 1
Estimating required yield in Year 1
If we know that a government bond with a coupon rate of 4% and one year to maturity is trading at
$99.50, then we can estimate the required yield in Year 1 as follows:
Amount invested today = $99.50

Amount due to be received in one year = ($4.00 interest + $100.00 capital) = $104.00
 104 
Return on investment =   1  100 4.5%
 99.5 
The yield in a specific year can also be estimated using an equation, this is more useful in the exam.
This approach identifies the expected return (or expected yield) that is required to discount the future
cash flow from the bond ($104) back to the given market price, or present value (here $99.50), as
follows:
$99.5 = $104  (1 + r)
–1
133
–1
So $99.5/$104 = (1 + r)
–1
So 0.957 = (1 + r)
–1
Given that (1 + r) = 1/(1 + r), then: 1/0.957 = 1 + r
So 1+r = 1.045
So r = 0.045 or 4.5%
Estimating required yield in Year 2
If we are then told that another government bond with a coupon rate of 3.5% and two years to
maturity is trading at $97.2, then we can estimate the required yield in Year 2 using the same
equation-based approach as:
$97.2 = $3.5  (1 + r1) + $103.5  (1 + r2 ) (where r1and r2 are the yields in Year 1
–1 –2
and Year 2)
We know the required yield for cash flows in Year 1 is 4.5% or 0.045 (see earlier) so:
$97.2 = $3.5  (1 + 0.045) + $103.5  (1 + r2 )
–1 –2
($97.2 – $3.35)/$103.5 = (1 + r2 )
–2
So
0.907 = (1 + r2 )
–2
So
1/0.907 = (1 + r2 ) = 1.1025
2
So
So (1 + r2 ) = 1.1025 = 1.05
So r2 = 0.05 or 5.0%.
This is the required yield for cash flows received in Year 2.
Activity 1: Yield curve

A government bond with a coupon rate of 4.5% and three years to maturity is trading at $97.4.
Required
Using the above information, and the information provided in the previous illustration (ie expected
yield in Year 1 is 4.5% and in Year 2 is 5%), estimate the required yield in Year 3.
Solution
134
3 The credit risk premium

3.1 Credit risk and the cost of debt
As we have seen in Chapter 2, the credit risk premium is the extra return (or credit spread)
required by investors above the risk-free rate that is required to compensate for the risk of a bond.
Building blocks of cost of debt %
Yield curve benchmark From previous section
Credit spread on debt Given in an exam question
Required yield on debt (pre-tax) Yield curve + credit spread
Cost of debt post-tax Required yield  (1 – tax rate)
Example of credit ratings (recap)
Standard & Poor's Definition
AAA, AA+, AAA–, AA, AA–, A+  Excellent quality, lowest default risk
A, A–, BBB+  Good quality, low default risk
BBB, BBB–, BB+  Medium rating
BB or below  Junk bonds (speculative, high default risk)
3.2 Criteria for establishing credit ratings

The issuer of debt will pay for a credit rating; this will involve the disclosure of confidential
information to a credit rating agency. The criteria for rating debt encompasses the following:
Country Industry
No issuer's debt rating Stability and growth
will be rated higher prospects
than government's
Financial Management
Profitability and Business and financing
solvency ratios & strategies and controls
forecasts
Essential reading
the Workbook, which provides further background on the calculation of credit ratings.
135
4 Impact of a change in credit rating
4.1 Impact of a new debt issue on the WACC
One reason that a company's credit rating can worsen is due to the issue of new debt; this can have
a number of potential impacts on the weighted average cost of capital:
Cost and
amount of new
debt –
include in WACC
Cost of equity Impact of new

may rise Required yield on
debt issue on existing debt
– as financial
WACC may increase
risk increases *
An increase in
required yield will
reduce the
market value
of any
existing debt
* Exam questions often specify that the impact of the new debt issue on the value or cost of equity is
not known, or can be assumed to be insignificant. If so, there is no need to adjust the cost of equity
using the M&M cost of equity formula from Chapter 6.
Activity 2: Impact of a change in credit rating

Currently Tetron Co has debt finance with a market value of $10 million which is due to mature
in one year. Tetron also has $90 million of equity (market value), and a cost of equity of 8%.
Tetron Co is considering the issue of $5 million of new of debt with a maturity of three years.
Tetron is worried that the extra debt will worsen its credit rating from its current AAA to A and that
this will increase its WACC. Tax is at 20%.
The impact of the new debt issue on the value of equity is hard to predict and can be assumed to be
insignificant.
Relevant data 1 year 3 years
AAA 10 18
A 60 75
Yield curve rate 4.4 5.5
136
Required
Complete the following evaluation of the impact of a worsening of Tetron's credit rating from AAA to
A as a result of the new debt issue, by completing the shaded areas.
Solution
1 Tetron's current WACC
Current required return

on debt =
 Ve   Vd 
WACC =   Ke +   Kd (1 – T)
 Ve + Vd   Ve + Vd 
Current WACC =
2 New required yield on debt at a credit rating of A
Current debt finance

(one year to maturity)
New debt finance

(three years to maturity)
3 New market value of debt.
Current debt finance Time 1

(one year to maturity) $m
Repays $10m + $0.45 = df
$10.45m in one year
Present value
New debt finance $5 million as given
4 Revised WACC
Revised WACC =
Workings to revised WACC
137
4.2 Other impacts of a new debt issue
Additional debt may have other restrictive covenants which may restrict a company from buying or
selling assets, this may restrict a company from being able to maximise returns to shareholders.
Debt repayment covenants require a company to build up a fund over time which will be enough to
redeem the debt at the end of its life. These may make it harder to pay dividends to shareholders.
If the WACC rises (which does not necessarily happen as shown in Activity 2), this will reduce the
value of a company to its investors.
5 Duration of a bond
We have seen, in Chapter 3, the concept of duration in the context of project appraisal to give a
measure of the average amount of time over which a project delivers its value. Duration is also
known as Macaulay duration.
The same concept can be applied to a bond, where it helps to explain the risk of a bond to investors.
5.1 Calculation
The average amount of time taken to recover the cash flow from a bond is not only affected by
its maturity date – it is also affected by the size of the interest (coupon) payments, eg a 5%
bond maturing in three years will not give cash back as quickly as a 10% three-year bond.
Duration measures the weighted average number of years over which a bond delivers its returns.
As we have seen, duration is calculated by multiplying the present value of cash inflows to the time
period of that inflow and then dividing by the total present value of the cash inflows.
Duration allows bonds of different maturities and coupon rates to be directly compared.
The illustration below is a recap of the calculation of duration.
Illustration 2
A company has a 5% bond in issue with a nominal value of $100 and is redeemable at nominal
value in three years' time. The required yield is 4%.
Required
Calculate the duration of Bond A.
Solution
Bond A
Time 1 2 3 Total
Cash 5 5 105
DF 4% 0.962 0.925 0.889
PV 4.8 4.6 93.3 102.7
× year 4.8 9.2 279.9
(4.8 + 9.2 + 279.9)/102.7 = 2.86 years
5.1.1 Influences on duration

Duration will be higher if the bond has:
(a) A long time to maturity
(b) A low coupon rate
138
5.2 Modified duration

Modified duration is a useful measure of the risk of a bond to an investor.
Modified duration is calculated as:
Formula to learn
(Macaulay) duration
1+ yield
Illustration 3
From the previous illustration the modified duration of Bond A is 2.86/1.04 = 2.75.
If the modified duration is 2.75 then, if required yields rise by 1%, the bond price will fall by 2.75%.
This is a useful measure of the price sensitivity (risk) of a bond to changes in interest
rates.
5.2.1 Convexity and modified duration

A limitation of modified duration is that it assumes a linear relationship between the yield and the
price.
In fact, the actual relationship between price and yield is given by the curve below.
Relationship between bond price and yield
True convex relationship

between price and yield
Price
Duration line
Yield
The impact of convexity (ie a non-linear relationship) will be that the modified duration will tend to
overstate the fall in a bond's price and understate the rise. Therefore modified duration should be
treated with caution in your predictions of interest rate/price relationships.
The problem of convexity only becomes an issue with more substantial fluctuations in the yield.
Essential reading
the Workbook, which provides a further example of bond duration.
139
6 Sources of finance (1) – Initial coin offering (ICO)
Essential reading
the Workbook, for a recap of the variety of types of finance that are available; most of this is a
recap from the Financial Management exam.
6.1 What is an ICO?

An Initial Coin Offering (ICO) is a new way for organisations to raise capital. Like an Initial Public
Offering (IPO), an ICO raises finance from investors. However, there are two key differences:
(a) Instead of receiving shares, an investor receives a new type of coin or token
(b) Payment is made in a cryptocurrency such as bitcoin or ether
6.1.1 Types of tokens/coins
Investment Equity tokens which offer a share in the company

tokens
Asset tokens Represent a physical asset or product

eg allowing investors to purchase difficult-to-store physical assets such as gold
online.
Utility Provide users with access to a product or service; eg Filecoin raised over
tokens $250 million, its tokens enable access to its decentralised cloud storage service.
The future value of these tokens depends on the success of the venture.
6.1.2 Regulatory status

The attitude of regulators to ICOs differs around the world; in some countries (China and South
Korea) ICOs are banned.
In general, regulators are less concerned with ICOs that do not offer investors the reasonable
expectation of profit eg where an ICO aims to simply develop technology or where investors receive
utility tokens to exchange for future services (these ICOs currently tend to be outside the definition of
a 'security' and therefore are not normally of interest to regulators).
ICOs that in some way offer future income streams are likely to be judged to be securities
(eg equity tokens or tokens that can also serve as a 'payment voucher' for an underlying service).
These ICOs are likely to have to fulfil the related regulatory criteria for an issue of securities (full
prospectus etc). There may also be a risk that if this has not been done then fines may be levied
(which may be severe), or the regulator puts a stop to the ICO.
6.2 Mechanism for an ICO

One of the attractions of an unregulated ICO is its simplicity, the issuer raises money by issuing a
'white paper' providing details of the concept that the venture intends to build, and details of the
tokens that will be issued in exchange for cryptocurrency.
The white paper is available via the venture's website, which also provides the mechanism for
payment of cryptocurrency to the venture's account (typically bitcoin or ether). It is now more
common for payments to be made into an escrow account (an account established by an
independent third party), to provide greater assurance of the venture's validity.
Most ICO sites include instructions for how investors should go about buying their bitcoins or ether –
the assumption being that they don't already own any cryptocurrency (ACCA, 2018).
140
6.3 Advantages of an ICO

Since 2017, there has been a dramatic increase in ICO activity, due to:
(a) Its speed and ease of use as a source of finance for new ideas, compared to traditional
methods
(b) Investor interest, often based on a speculative expectation of rapid, high returns
6.4 Disadvantages of an ICO

6.4.1 To investors
Fraud risk ICOs tend to be launched by start-ups. Organisation details are often vague with
just a website, and no specific geographic location. White papers may make wild
claims about the potential for the project being financed.
Valuation Valuation of tokens is highly speculative, in addition the entities involved are
risk generally start-ups.
Security risk If a token repository is hacked and tokens stolen, investors typically have no
recourse.
6.4.2 To the issuer
Value of For example, the value of bitcoin fell by over 50% between mid-December 2017
cryptocurrency and early Feb 2018.
Risk of money The anonymity of transactions makes ICOs a target for investment from funds
laundering belonging to organised crime.
Risk to As discussed earlier, this may reduce the availability of funds and the price that
investor investors are willing to pay.
Risk of This is illustrated by Protostarr, which abandoned its ICO in 2017 after being
regulation contacted by the US SEC to discuss its status.
7 Sources of finance (2) – Islamic finance

The justification for the use of Islamic finance may be either religious or commercial reasons; here we
focus on commercial reasons:
 Availability of finance. The impact of the credit crash on Islamic nations, eg wealthy Gulf
countries, has been less than in many other parts of the world. The Gulf countries own
approximately 45% of the world's oil and gas reserves.
 Islamic finance may also appeal due to its more prudent investment and risk
philosophy. Conventional banks aims to profit by taking in money deposits in return for the
payment of interest (or riba) and then lending money out in return for the payment of a higher
level of interest. Islamic finance does not permit the charging of interest and invests
under arrangements which share the profits and losses of the enterprises.
141
7.1 Products based on equity participation
To tap into the Islamic equity markets, a company must be sharia compliant. To achieve this,
there are two key screening tests:
1 Does the company engage in business practices that are contrary to Islamic
law, eg alcohol, tobacco, gambling, money lending and armaments are not acceptable.
2 Does the company pass key financial tests, eg a low debt–equity ratio (less than
approx 33%); in theory any interest-based transaction is not permitted, but in reality it is
accepted that this is not realistic.
To establish social justice, Islam requires that investors and entrepreneurs share risk and reward;
there are two main products that are offered by Islamic banks that facilitate this (remember that
Islamic banks cannot lend money out in a conventional way in exchange for interest repayments).
Despite being offered by banks, both products actually create equity participation.
1 Mudaraba
Profits are shared according to a pre-agreed contract. There are no dividends paid. Losses
are solely attributable to the provider of capital, eg a bank. The entrepreneur (the
mudarib) takes sole responsibility for running the business, because they have the expertise in
doing so – if losses are made the entrepreneur loses their time and effort.
Mudaraba contracts can either be restricted (to a particular project) or unrestricted (funds
can be used in any project).
2 Musharaka
Profits are shared according to a pre-agreed contract. There are no dividends paid. Losses are
shared according to capital contribution. Both the organisation/investment manager
and finance provider participate in managing and running the joint venture.
Profits are normally shared in a proportion that takes into account the capital contribution and
the expertise being contributed by the bank and the entrepreneur/joint venture partners. Losses
are shared in proportion to the % capital being contributed by each party.
Under a diminishing musharaka agreement the mudarib pays increasingly greater amounts to
increase their ownership over time, so that eventually the mudarib owns the whole venture or
asset.
7.1.1 Sukuk bonds
The other key product that allows equity participation is a sukuk bond. Although these are often
referred to as Islamic bonds, the sukuk holders share risks and rewards, so this arrangement is
more like equity. The sukuk holder shares in the risk and rewards of ownership of a specific
asset, project or joint venture.
Sukuks require the creation of a special purpose vehicle (SPV) which acquires the assets. This
adds to the costs of the bond-issuing process, but they are often registered in tax-efficient
jurisdictions, eg Bahrain.
The prospectus for a sukuk must clearly disclose its purpose, its risk and the Islamic
contract on which it is based (mudaraba, musharaka, ijara (see below)) – all of which will be
crucial in obtaining sharia compliance (which must be disclosed in the prospectus too).
142
7.2 Product based on investment financing (ie no equity participation)

Debt-based finance is also possible but, even here, no interest can be charged; the products
ensure both parties involved share risk (eg late payment fees can be applied by the bank but any
such fees must be given to charity), and no money is actually loaned (the finance is linked to
an asset being purchased on behalf of the client).
Murabaha The financial institution purchases the asset and sells it to the business or individual.
There is a pre-agreed mark-up to be paid, in recognition of the convenience of
paying later, for an asset that is transferred immediately. No interest is charged.
Ijara The financial institution purchases the asset for the business to use, with lease
payments, period and payment terms being agreed at the start of the contract. The
financial institution is still the owner of the asset and incurs the risk of ownership. This
means that the financial institution will be responsible for major
maintenance and insurance, which is different from a conventional finance
lease.
Salam A commodity is sold for future delivery; cash is received from the financial institution
in advance (at a discount) and delivery arrangements are determined immediately.
Nb Sharia scholars have concerns about derivatives products (eg futures) because
they are not based on real economic activity (unless they are held to delivery).
Istisna For funding large, long-term construction projects. The financial institution funds a
project; the client pays an initial deposit, followed by instalments during the course of
construction. At the completion, ownership of the property passes to the client.
Essential reading
the Workbook, which considers the pros and cons of Islamic finance.
Activity 3: Islamic finance

Required
Why might a bank prefer to advance funds based on a Musharaka contract instead of a Mudaraba
contract?
Solution
143
Chapter summary
Financing and credit risk
1 Credit risk and the 3 The credit risk 4 Impact of a change in

cost of debt premium credit rating
4.1 Impact of a new

2 Estimating the yield 3.1 Credit risk and the
debt issue on the
curve cost of debt
WACC
Using information about Yield curve + credit spread =  Impact of cost of new debt
government bonds with required yield (pre-tax).  Impact on cost and value of
different prices and maturities existing debt
to calculate the required yield
 Possible impact on cost of
in each year.
equity
3.2 Criteria for
establishing credit
ratings
4.2 Other impacts of a

Country, industry, management &
financial issues new debt issue
 Impact on ability to raise further

finance
 Impact on ability to pay dividends
 Impact on ability to make
investments
144
6 Sources of finance (1) 7 Sources of finance (2)

5 Duration of a bond – Islamic finance
– Initial coin offering
Restrictions over type of business
activity.
5.1 Calculation 6.1 What is an ICO? Prohibition on the payment of

interest
Weighted average number of Issue of tokens in exchange for

years over a which a bond cryptocurrency
7.1 Products based on
delivers its value
equity participation
6.2 Mechanism for an  Mudaraba

ICO  Musharaba (joint venture)
5.2 Modified duration  Sukuk bonds (tradeable)
If unregulated – a 'white paper'
Duration ÷ (1 + required yield) outlines detail of the venture and
provides a mechanism for
Measures price sensitivity of a payment. 7.2 Products based on
bond to a change in the required investment financing
return.
 Murabaha (trade credit)
Problem of convexity means that 6.3 Advantages of an
 Ijara (leasing)
the impact of interest rate rises are ICO
understated and impact of falls in  Salam (commodity sold for
the interest rate is overstated. Speed and ease of use future delivery)
 Istisna (instalment payments)
6.4 Disadvantages of an
ICO
Risk to issuer of regular

interference (if tokens are deemed
to be a security) Risk of money
laundering
Risk of value of cryptocurrency

falling
145
146
1. Credit ratings
Determined by country, industry, management and financing factors.
2. Impact of worsening credit ratings
Worsening credit ratings will increase the cost of debt on new and existing debt (will also affect
the value of existing debt).
3. Duration of a bond
This shows the period of time over which a bond delivers its value. The higher duration is, the
greater the risk to the investor.
4. Modified duration
This shows the impact of a 1% change in interest rates on bond value.
5. Types of token or coin
Tokens can be investment, asset or utility tokens.
6. Islamic finance
Share risk and return between the entrepreneur and the finance provider.
147
Question practice
Workbook):
Q11 Levante
Further reading
There is a Technical Article available on ACCA's website, called 'Aspects of Islamic finance' which has
been written by a member of the AFM examining team.
Another useful Technical Article available on ACCA's website is called 'Bond valuation and bond yields',
again this has been written by a member of the AFM examining team.
We recommend that you read these articles as part of your preparation for the AFM exam.
148
Valuation for
acquisitions and
mergers
Learning objectives
Syllabus
reference no.
 Apply asset-based, income-based and cash flow based models to value B4(a) in part
equity
 Forecast an organisation's free cash flow and free cash flow to equity B4(b)
 Advise on the value of an organisation using its free cash flow and free cash B4(c)
flow to equity under alternative horizon and growth assumptions
 Explain the use of the BSOP model to estimate the value of equity and B4(d),
discuss the implications of the model for a change in the value of equity.
B4(e)
Explain the role of the BSOP model in the assessment of default risk, the
value of debt and its potential recoverability
 Discuss the problem of overvaluation C2(a)
 Estimate the potential near-term and continuing growth levels of a C2(b)

corporation's earnings using both internal and external measures
 Discuss, assess and advise on the value created from an acquisition or C2(c)
merger of both quoted and unquoted entities using models such 'book value-
plus', market-based and cash flow models, including free cash flows; taking
into account the changes in the risk profile of the acquirer and target entities
 Apply appropriate models eg risk adjusted cost of capital, APV and C2(d)
changing P/E multipliers resulting from the acquisition or merger
 Demonstrate an understanding of the procedure for valuing high growth C2(e)

start-ups
149
Exam context
This chapter mainly focuses on Section C of the syllabus 'Acquisitions and Mergers', although it also
covers some remaining areas of syllabus Section B.
The techniques that are covered in this chapter are used to ensure that the decision to invest by
acquisition is carefully analysed and results in an outcome that benefits shareholders. Valuation
questions are common in both Section A and Section B of the AFM exam.
Valuation techniques will require you to make estimates/assumptions. In the exam, it is accepted that
a business does not have a single 'precise' valuation, and markers will reward a variety of logical,
justified approaches, so there is often not a 'single' correct answer.
150
8: Valuation for acquisitions and mergers
Chapter overview
1.1 Behavioural finance 1 The overvaluation 1.2 Agency issues and

and overvaluation problem overvaluation
Valuation for
acquisitions and
mergers
2 Approaches to
business valuation
3 Asset-based models 4 Market-based models 5 Cash-based models
3.1 Net asset value 4.1 P/E method 5.1 Dividend basis
3.2 Book value 'plus' 4.2 Post-acquisition P/E 5.2 Free cash flows and
valuation free cash flows to
equity
6 Valuing start-ups:
Black–Scholes model 5.3 Post-acquisition
cash flow valuation
6.1 BSOP and company

valuation 5.4 Adjusted present
value
6.2 BSOP and default risk
151
1 The overvaluation problem
When a company acquires a target company, it will pay a 'bid premium' above the target's current
market value. Where this premium is excessive, this creates a problem of overvaluation.
Many studies suggest that the target company shareholders enjoy the benefit of the 'bid
premium' but the shareholders of the acquirer often do not benefit as a result of overvaluation.
1.1 Behavioural finance and overvaluation

A number of behavioural factors may explain why acquisitions are often overvalued.
Over-
confidence
Anchoring Behavioural Loss-aversion

issues
Entrapment
1.1.1 Overconfidence and confirmation bias

People tend to overestimate their capabilities. If this is happening at board level it may lead the
board to overestimate their ability to turn around a firm and to produce higher returns
than its previous management.
Overconfidence can result from managers paying more attention to evidence supporting the logic of
an acquisition than they will to evidence that questions this logic. This is confirmation bias.
1.1.2 Loss aversion
Many takeover bids are contested, ie more than one company is involved in bidding for a firm. In
this situation there is a likelihood that the bid price will be pushed to excessively high levels. This can
be explained in psychological terms in that there is a stronger desire to possess something because
there is a threat of it being taken away from you. This is sometimes called loss aversion.
1.1.3 Entrapment
Where a strategy is failing, managers may become unwilling to move away from it because of their
personal commitment to it (for example, it may have been their idea). This entrapment may mean
that they commit even more funds (eg buying another company even if this means paying a price that
is excessive) in an increasingly desperate attempt to turn around failing businesses.
152
Entrapment can help to explain excessive prices being paid to acquire companies that are seen as
crucial to helping to turn around a failing strategy.
1.1.4 Anchoring
If valuing an unlisted company, the bidder may be strongly influenced by that company's initial
asking price, ie this becomes a (biased) reference point for the valuation (however
irrational it is).
1.2 Agency issues and overvaluation

Managers may follow their own self-interest, instead of focusing on shareholders. For example,
managers may look to make large acquisitions (and may pay too much for them) primarily to reduce
the vulnerability of their company to being taken-over (Ryan 2007).
2 Approaches to business valuation

Overvaluation may also arise due to a miscalculation of the value of an acquisition.
To ensure that a company does not overpay for a target, it is important that careful analysis is
undertaken to establish a realistic valuation for a potential acquisition.
There are three basic approaches to valuation:
 Asset-based models
These models attempt to value the assets that are being acquired as a result of the acquisition.
 Market-based models
These models use market data to value the acquisition.
 Cash-based models
These models are based on a discounted value of the future cash flows relating to an
acquisition.
Overview of valuation methods
Market-based
Asset-based models Cash-based models
models
 NAV  P/E  Dividend valuation

 Book value plus  Earnings yield  FCF/FCFE
 CIV  Market-to-book ratio  APV
An acquisition may potentially have an impact on both the financial and the business risk of
the acquirer. This impact needs to be incorporated into the analysis of the valuation of an
acquisition.
One of the performance objectives in your PER is to 'select investment or merger or acquisition
opportunities using appropriate appraisal techniques'.
PER alert
153
3 Asset–based models
3.1 Net asset value (NAV)
Asset-based methods use the statement of financial position as the starting point in the
valuation process.
This values a target company by comparing its assets to its liabilities, which gives an estimate of the
funds that would be available to the target's shareholders if it entered voluntary liquidation. For an
unquoted company, this value would need to at least be matched by a bidder, and this value is
often used as a starting point for negotiating the acquisition price.
Activity 1: Asset valuation

Transit Co's latest statement of financial position is shown below:
$m
Non-current assets 1,350
Current assets 1,030
Total assets 2,380
Share capital 240

Retained earnings 860
Total equity 1,100
Current liabilities 700
Non-current liabilities 580
Total liabilities 1,280
Total equity plus liabilities 2,380
Required
Which of the following is the correct asset valuation of Transit Co's equity?
 $2,380 million
 $1,680 million
 $1,100 million
 $240 million
The target company's net asset value may need to be adjusted if an exam questions tells you that the
realisable value of assets differs from their book value.
3.1.1 Drawbacks of NAV approach

This technique is sometimes used to estimate a minimum value for an unquoted company that
is in financial difficulties or is difficult to sell (if a company is listed then its minimum value
is its current share price).
This technique ignores:
 The value of future profits
 The value of intangibles
However, both of these drawbacks can be addressed.
154
3.2 Book value 'plus'

Because this valuation of a target company ignores the profit of the target company a premium is
normally negotiated, based either on a multiple of the firm's profits or an estimated value of the
company's intangible assets. This is called a 'book value plus' model.
3.2.1 Intangible assets

In many firms intangible assets are of enormous value; a company's knowledge base, its network
of contacts with suppliers and customers, and the trust associated with its brand name are often
significant sources of value.
Calculated Intangible Value (CIV) assesses whether a company is achieving an above-average return
on its tangible assets. This figure is then used in determining the present value attributable to
intangible assets.
CIV involves the following steps:
(a) Estimate the profit that would be expected from an entity's tangible asset base using an
industry average expected return.
(b) Calculate the present value of any excess profits that have been made in the recent past, using
the WACC as the discount factor.
Activity 2 (continuation of Activity 1): CIV

Transit Co's average pre-tax earnings for the last three years has been $400 million, and its average
year end asset base for the last three years has been $2,000 million.
The average (pre-tax) return on tangible assets in this sector has been 12%, corporate income tax is
25% and Transit Co's weighted average cost of capital is estimated to be 10%.
Required
Using CIV, calculate the value of Transit Co's intangible assets.
Solution
1 Estimate the profit that would be expected from an entity's tangible asset base using an
industry average expected return.
2 Calculate the present value of any excess profits that have been made in the recent past, using
155
3.2.2 Drawbacks of CIV approach
(a) It uses the average industry return on assets as a basis for computing excess returns; the
industry average may be distorted by extreme values.
(b) CIV assumes that past profitability is a sound basis for evaluating the current value of
intangibles – this will not be true if, for example, a brand has recently been weakened by a
corporate scandal or changes in legislation.
(c) CIV also assumes that there will be no growth in value of the excess profits being created by
intangible assets.
Essential reading
the Workbook, which provides some further thoughts on asset-based approaches.
4 Market-based models
A sensible starting point for valuing a listed company is the market value of its shares.
If the stock market is efficient the market price will reflect the market's assessment of the company's
future cash flows and risk (both business risk and financial risk).
It follows that the relationship between a company's share price and its earnings figure, ie its P/E
ratio, also indicates the market's assessment of a company or a sector's future cash flows and risk
(both business and financial risk).
Expectations of high future Low risk

growth − a low-risk company (low
business or financial risk) would
− a high price is being paid for be valued on a higher P/E
future profit prospects. ratio.
High P/E ratio
4.1 P/E method

A P/E ratio can be applied to valuing a takeover target by taking the latest earnings of the target
and multiplying by an appropriate P/E ratio.
Market-based earnings of  appropriate P/E ratio

value = target
Shows the current profitability of the Reflects the growth prospects/risk of a

company company
156

Groady plc wants to acquire an Italian company, Bergerbo S.p.A., a company in the same
industry.
BERGERBO S.P.A. SUMMARISED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDING 31 DECEMBER 20X3
€m
PBIT 9.8
Interest expense 2.3
Taxable profit 7.5
Taxation (25%) 1.9
Profit after tax 5.6
Dividend 5.0
Retained earnings 0.6
Bergerbo's P/E ratio is 16.0
Required
If Groady's P/E is currently 21.2, and it anticipates turning Bergerbo around so that it shares
Groady's growth prospects, calculate the value of Bergerbo in €m.
Solution
4.1.1 Problems with this method

 Choice of which P/E ratio to use
Care has to be taken that the P/E ratio used reflects the business and financial risk (ie
capital structure) of the company that is being valued. This is quite difficult to
achieve in practice.
Also, the P/E ratio will normally be reduced if the company that is being valued is unlisted.
Listed companies have a higher value, mainly due to the greater ease in selling shares in a
listed company. The P/E ratio of an unlisted company's shares will be 30%–50% lower
compared to the P/E ratio of a similar public company.
 Earnings calculation
The earnings of the target company may need to be adjusted if it includes one-off items that
will tend not to recur, or if it is affected by directors' salaries which might be adjusted after a
takeover.
Historic earnings will not reflect the potential future synergies that may arise from an
acquisition. Earnings may need to be adjusted to reflect such synergies.
Finally, the latest earnings figures might have been manipulated upwards by the target
company if it has been looking to be bought by another company.
157
 Stock market efficiency
Behavioural finance (see Section 1) suggests that stock market prices may not be efficient
because they are affected by psychological factors, so P/E ratios may be distorted by swings
in market sentiment.
4.1.2 Using your judgement
In practice, using the P/E ratio approach may require you to make a number of judgements
concerning the growth prospects and risk of the company that is being valued and therefore which
P/E ratio is appropriate to use. There may be arguments for increasing the P/E ratio to reflect
expectations of higher growth or lower risk as a result of an acquisition (or for decreasing the P/E
ratio to reflect expectations of lower growth or higher risk as a result of an acquisition). In the exam
you should make and state your assumptions clearly, and you should not worry about
coming up with a precise valuation because, in reality, valuations are not a precise
science and are affected by bargaining skills, psychological factors and financial pressures.
4.2 Post-acquisition P/E valuation

Where an acquisition affects the growth prospects of the bidding company too, the P/E ratio of
the bidding company will change. In this case, the P/E approach needs to be adapted.
4.2.1 Maximum to pay for an acquisition
Maximum (Post-  new P/E ratio) – value of the company that

value = acquisition is making the bid
group
earnings
Bidder's earnings + Will be given in an Value pre-acquisition

Target's earnings + exam question
impact of synergies
The post-acquisition value of the group can be compared to the pre-acquisition value of the bidding
company (ie the acquirer); the difference gives the maximum that the company should
pay for the acquisition.
Activity 4: Post-acquisition values

Macleanstein Inc is considering making a bid for 100% of Thomasina Inc's equity capital.
Thomasina has a P/E ratio of 14 and earnings of $500 million.
It is expected that $150 million in annual synergy savings will be made as a result of the takeover
and the P/E ratio of the combined company is estimated to be 16.
Macleanstein currently has a P/E ratio of 17 and earnings of $750 million.
Required
(a) What is the maximum amount that Macleanstein should pay for Thomasina?
(b) What is the minimum bid that Thomasina's shareholders should be prepared to accept?
158
Solution
4.2.2 Calculation of value added by the acquisition
Value (Group  new P/E ratio) – value of the bidding

added = earnings company AND the target
company
This is the post-acquisition value of Value pre-acquisition of both the bidder

the group AND target
Illustration 1
Using the previous activity:
Current value of Macleanstein = $750m  17 = $12,750m
Current value of Thomasina = $500m  14 = $7,000m
Group post-acquisition earnings = $750m + $500m + $150m = $1,400m
Value ($1,400m  16) – (12,750 + 7,000)

added =
$2,650m
Essential reading
the Workbook, which provides background on other, less important, earnings based methods.
5 Cash-based models
The final set of valuation models are based on the concept of valuing a company using its forecast
cash flows discounted at a rate that reflects that company's business and financial risk. These models
are often seen as the most elegant and theoretically sound methods of business valuation, and can
be adapted to deal with acquisitions that change financial risk or business risk.
159
5.1 Dividend basis
The simplest cash flow valuation model is the dividend valuation model (DVM).
This is based on the theory that an equilibrium price for any share is the future expected stream
of income from the share discounted at a suitable cost of capital.
Formula provided
d0 1+ g
Value per share = P0 =
re – g
d0 = current dividend
re = cost of equity of the target
g = annual dividend growth rate
The formula calculates the value of a share as the present value of a constantly growing future
dividend.
The anticipated dividends are based on existing management policies, so this technique is most
relevant to minority shareholders (who are not able to change these policies).
5.1.1 Estimating dividend growth

You will have seen these methods before in the Financial Management exam.
Estimating future dividend

growth
Use historical growth Use current re-investment levels

newest dividend g = br
1+g = n b = balance of earnings reinvested
oldest dividend
r = expected return on reinvested
See Illustration 2
earnings
See Illustration 3
Illustration 2
AB Co has just paid a dividend of 40p per share; this has grown from 30p four years ago.
Required
What is the estimated rate of dividend growth?
Solution
30  (1 + g) = 40
4
 (1 + g) = 40/30 = 1.3333
4
 1 + g = 4 1.3333 = 1.0746
 g = 0.0746 or 7.46%
160
Illustration 3
RS Co has just paid a dividend per share of 30p. This was 60% of earnings per share. Estimated
return on equity = 20%.
Required
What is the estimated rate of dividend growth?
Solution
b = balance of earnings reinvested
b = 1 – 0.6 = 0.4 r = 0.2
g = 0.4  0.2 = 0.08 or 8%
5.1.2 Other issues

When using the dividend valuation model to value an unlisted company it may be necessary to
use the beta of a similar listed company to help to calculate a Ke. This beta will need to be
ungeared and then regeared to reflect differences in gearing (see Chapter 6).
5.1.3 Drawbacks
(a) It is difficult to estimate future dividend growth.
(b) It creates zero values for zero dividend companies and negative values for high growth
companies (if g is greater than re ).
(c) It is inaccurate to assume that growth will be constant.
5.1.4 Non-constant growth

The DVM model can be adapted to value dividends that are forecast to go through two phases:
Phase 1 (eg next two years) Phase 2 (eg Year 3 onwards)
 Growth is forecast at an  Growth returns to a constant rate

unusually high (or low )
rate
Use a normal NPV approach to 1 Use the formula to assess the NPV of the constant growth
calculate the present value of the phase; however the time periods need to be adapted eg:
dividends in this phase. d0 (1 g) d2 (1 g)
P0 = is adapted to P2 =
K e g Ke  g
2 Then adjust the value given above by discounting back
to a present value (here using a T2 discount rate).
161
Activity 5: Non-constant growth
Hitman Co's latest dividend was $5 million. It is estimated to have a cost of equity of 8%.
Required
Use the DVM to value Hitman Co assuming 3% growth for the next three years and 2% growth after
this.
Solution
Phase 1 (3% growth per annum)
Time 1 2 3
Dividend $m
DF @ 8% 0.926 0.857 0.794
PV
Total =
Phase 2 (2% growth)

d0 (1+ g) d (1+ g)
P0 = is adapted to P3 = 3
re – g re – g
P3 =
Then discounting back to a present value =
Total Phase 1 + Phase 2 =
5.1.5 Earnings growth

Note that the techniques that have been covered for estimating dividend growth (historic method and
current reinvestment method) can also be used to evaluate forecasts of a company's earnings growth.
5.2 Free cash flows and free cash flows to equity
Free cash flow (FCF): the cash available for payment to investors (shareholders and debt holders),
also called free cash flow to firm.
Key term
Free cash flow to equity (FCFE): the cash available for payment to shareholders, also called
dividend capacity.
This method can build in the extra cash flows (synergies) resulting from a change in
management control, and when the synergies are expected to be received. There are two
approaches which can be used.
162
Free cash flow (FCF) method Free cash flow to equity (FCFE) method
PBIT PBIT
less less
tax, investment in assets interest, tax, debt repayment, investment in assets
plus plus
depreciation, any new capital raised depreciation, any new capital raised
Approach 1 Approach 2
1 Identify the FCF of the target company 1 Identify the FCFE of the target company
(before interest) (after interest)
2 Discount at WACC 2 Discount at an appropriate cost of equity, Ke.
3 This calculates the NPV of the cash flows 3 This calculates the NPV of the equity
before allowing for interest payments
4 Subtract the value of debt from

Step 3 to obtain the value of the
equity.
Activity 6: FCF and FCFE method

Wmart Co plans to make a bid for the entire share capital of Ada Co, a company in the same
industry. It is expected that a bid of $75m for the entire share capital of Ada Co will be successful.
The acquisition will generate the following after-tax operating cash flows (ie pre-interest) over the
next few years by:
Year $m
1 5.6
2 7.4
3 8.3
4 onwards 12.1
Both companies have similar gearing levels of 16.7% (debt as a % of total finance).
Ada Co has a $15 million bank loan paying a fixed rate of 5.75%.
Wmart Co has an equity beta of 2.178, the risk-free rate is 5.75% and the market rate is 10%.
Corporation tax is at 30%.
Required
Assess whether the acquisition will enhance shareholder wealth in Wmart Co. (Use both Approach 1
and Approach 2.)
163
Solution
Approach 1
Approach 2
5.3 Post-acquisition cash flow valuation

Where an acquisition affects the growth prospects or risk of the bidding company too, this
approach needs to be adapted. Where an acquisition alters the bidding firm's business risk there
is an impact on the existing value of the acquirer as a result of the change in risk, so the following
approach needs to be used.
Approach
1 Calculate the asset beta of both companies
2 Calculate the average asset beta for the group post-acquisition
3 Regear the beta to reflect the gearing of the group post-acquisition
4 Estimate the post-acquisition value of the group's equity using a cash flow valuation approach
5 Subtract the existing value of the bidder to determine the maximum value to pay for the target
6 Subtract the pre-acquisition value of both companies to calculate the value created by the
acquisition (ie the value of the synergies)
164

Salsa Co plans to make a bid for the entire share capital of Enco Co, a company in a different
industry. It is expected that a bid of £80m for the entire share capital of Enco Co will be
successful. This will be entirely financed by new debt at 6.8%.
After the acquisition the post-tax operating cash flows of Salsa's existing business will be:
Time 1 2 3 4 5
£m 24.12 25.57 27.10 28.72 30.45
After the acquisition the post-tax operating cash flows of Enco's existing business will be:
Time 1 2 3 4 5
£m 6.06 6.30 6.56 6.84 7.13
After the acquisition, £6.5 million of land will be sold and there will be synergies of £5 million
post-tax p.a.
Before the acquisition, Salsa had £45 million of debt finance (costing 5.6% pre-tax) and 40 million
shares worth £9 each and an equity beta of 1.19. As a consequence of the acquisition, the credit
rating of Salsa will fall and the interest paid on existing debt will rise by 1.2% to 6.8%.
Enco has an equity beta of 2.2, its existing share price is £1.00 and it has 62.4 million shares in
issue; it also has £5 million of existing debt that would be taken over by Salsa Co.
The risk-free rate is 4.5% and the market rate is 8%; corporation tax is 30%.
Required
Evaluate the impact on shareholder wealth assuming that cash flows after Year 5 will
grow at 2% p.a. (assume that the beta of debt is zero).
Solution
Tutorial note
In fact this approach is slightly inaccurate because the weightings used in Step 3 do not reflect the
value of the company post-acquisition; a computer model can solve this, so this is not something
you will have to deal with in the exam.
165
5.4 Adjusted present value
Adjusted present value (APV) has been covered numerically in Chapter 6.
APV can also be used to value acquisitions that change the gearing of the bidding
company. One reason that this could happen is that the acquisition is a bid that is financed by
borrowing (see Chapter 10).
Step 1 – base case Step 2 – financing effects Step 3 – issue

costs
Calculate the present value Add the PV of the tax
of the target's future cash saved as a result of the Subtract the cost of
flows as if ungeared debt used issuing new
(at an ungeared cost of (using all of the debt involved finance
equity) in the acquisition ie the debt
of the target company plus
any debt used to buy the
target company)
This technique values the enterprise (ie debt plus equity) and the amount of debt needs to be
subtracted in order to value the equity in the target company.
6 Valuing start-ups: Black–Scholes (BSOP) model

The BSOP model was introduced in Chapter 4; this can also be applied to company valuation and
the assessment of default risk, although in these contexts you will not have to perform any
calculations.
6.1 BSOP and company valuation

This approach is mainly useful for a start-up firm that is high risk and difficult to value using normal
techniques.
The value of a firm can be thought of in these terms:
 If the firm fails to generate enough value to repay its loans, then its value = 0; shareholders
have the option to let the company die at this point.
 If the firm does generate enough value, then the extra value over and above the debt belongs
to the shareholders.
 In this case shareholders can pay off the debt (this is the exercise price) and continue in
their ownership of the company (ie just as the exercise of a call option results in the
ownership of an asset).
 BSOP can be applied because shareholders have a call option on the business. The
protection of limited liability creates the same effect as a call option because there is an upside
if the firm is successful, but shareholders lose nothing other than their initial investment if it
fails.
 The value of a company can be calculated as the value of a call option.
166
6.2 BSOP and default risk

The BSOP model can also be used to assess the probability of asset values falling to a level that
would trigger default. This can be assessed by looking at the past levels of volatility of a firm's asset
values and assessing the number of standard deviations that this fall would represent.
Within the BSOP model, N(d2) depicts the probability that the call option will be in-the-money (ie
have intrinsic value for the equity holders).
If N(d2) depicts the probability that the company has not failed and the loan will not be in default,
then 1 – N(d2 ) depicts the probability of default.
The probability of default is used in the BSOP model to calculate the market value of debt.
If the present value of the repayments on the debt is less than the market value, this shows the
expected loss to the lender on holding the debt. If the expected loss and default risk are known then
the recoverability of the debt in the event of default can be estimated.
This section is not examinable numerically.
Essential reading
Review Chapter 7 Section 1.2 of the Essential reading, available in Appendix 2 of the digital edition
of the Workbook, to recap on the relationship between expected loss, default risk and recoverability.
the Workbook, which provides some further thoughts on the use of the BSOP model in these contexts.
167
Chapter summary
1 Overvaluation
1.1 Behavioural finance 1.2 Agency issues
problem
Overconfidence and confirmation Management self-interest

bias
Loss aversion
Entrapment Valuation for
Anchoring acquisitions and
mergers
2 Approaches to
business valuation
3 Asset-based models 4 Market-based models 5 Cash-based models
3.1 Net asset value 4.1 P/E method 5.1 Dividend basis
Ignores futures profits Earnings of target  P/E

Ignores value of intangibles Constant growth model
ratio
Adapt to two phases of
P/E ratio may need
growth
adjusting
Most suitable for minority
Assumes efficient market
3.2 Book value 'plus' shareholders
Multiple of profit, or 4.2 Post-acquisition P/E

Valuation of intangibles 5.2 Free cash flows and
valuation
CIV values excess profits free cash flows to
using WACC, assumes no equity
Earnings of group  P/E
growth
ratio
FCFE discounted at cost of
Subtract value of bidder = equity = value of equity
max price to pay
Or FCF discounted at WACC =
value of company
Subtract value of bidder +
Then subtract value of debt to
target = value created
obtain value of equity
168
5.3 Post-acquisition
cash flow valuation
Cash-based equity valuation

Subtract value of bidder =
max price to pay
6 Valuing start-ups: Or
Black–Scholes model Subtract value of bidder +
target = value created
Traditional valuation methods hard
to apply If business risk changes:
Calculate average asset beta
of target and bidder and
6.1 BSOP and company regear for post-acquisition
valuation gearing.
Values equity as a call option,

because there is an upside if the firm
is successful, but shareholders lose 5.4 Adjusted present
nothing other than their initial value
investment if it fails.
1 Value cash flows at
ungeared cost of equity.
2 Value tax saved on debt
6.2 BSOP and default risk at required return on
debt.
3 Adjust for issue costs.
If N(d2) is the probability that the call
option is in-the-money (ie the
company has not failed), then 1 –
N(d2) depicts the probability of
default.
169
1. Overvaluation problem
A significant problem in acquisitions, can be explained by behavioural or agency factors.
2. Calculated intangible values
This assesses the excess profits post-tax being made, and values these as a constant cash flow
using the company's WACC.
3. P/E ratio
This indicates the growth potential of a company.
4. Post-acquisition valuations
This approach is useful where the acquisition has an underlying impact on the growth or risk of
the bidding company (the acquirer).
5. Free cash flow
The cash flows available for all investors (whether equity or debt holders) ie before interest but
after tax.
6. Free cash flow to equity
The cash flows available for equity investors only, ie after interest and tax.
170
Question practice
Workbook):
Q12 Mercury Training
Q13 Kodiak Company
Further reading
There is a Technical Article on behavioural finance available on ACCA's website, called 'Patterns of
behaviour' which has been written by a member of the AFM examining team. This article was
recommended reading in Chapter 2, but if you have not had a chance to read it then please look
at it now.
171
172
Acquisitions: strategic
issues and regulation
Learning objectives
Syllabus
reference no.
 Discuss the arguments for and against the use of acquisitions as a growth C1(a)
method
 Evaluate the corporate and competitive nature of a given acquisition C1(b)
proposal
 Advise upon the criteria for choosing an appropriate target for C1(c)
acquisition
 Compare the various explanations for the high failure rate for acquisitions in C1(d)
enhancing shareholder value – also covered in Chapter 8
 Evaluate, from a given context, the potential for synergy separately C1(e)
classified as revenue synergy, cost synergy, financial synergy
 Evaluate the use of the reverse takeover as a method of acquisition and C1(f)
as a way of obtaining a stock market listing
 Demonstrate an understanding of the principal factors influencing the C3(a)

development of the regulatory framework for mergers and acquisitions
globally and, in particular, be able to compare and contrast the shareholder
vs the stakeholder models of regulation
 Identify the main regulatory issues in the context of a given offer and: C3(b)
– Identify whether the offer is likely to be in the shareholders' best interests
– Advise the directors of a target company on the most appropriate
defence if a specific offer is to be treated as hostile
Exam context
This chapter continues Section C of the syllabus 'Acquisitions and Mergers'.
The acquisition decision is not only about 'the numbers', ie the valuation process. The M in AFM
stands for 'management' and this is the focus of this chapter, ie how to manage the strategic and
regulatory aspects of an acquisition.
These areas are likely to be discussed in conjunction with the valuation techniques covered in the
previous chapter.
173
Chapter overview
Acquisitions: strategic issues

and regulation
1.1 Advantages and disadvantages of acquisitions vs

internal development
1 Growth strategy
1.2 Advantages and disadvantages of acquisitions vs
joint ventures
2.1 Types of synergy

2 Acquisition target
2.2 Working relationship
3 Reasons for failure of

acquisitions
4.1 Advantages and disadvantages of a reverse

4 Reverse takeovers
takeover vs an IPO
5.1 UK regulation – the City Code

5 Regulation of takeovers
5.2 EU Takeovers Directive
5.3 Regulation of large takeovers
6.1 Post-bid defences

6 Defence against a
takeover
6.2 Pre-bid defences
174
9: Acquisitions: strategic issues and regulation
1 Growth strategies
To achieve its growth objectives, a company has three strategies that it can use, including:
(a) Internal development (organic growth)
(b) Acquisitions/mergers
(c) Joint ventures
Different forms of expansion have already been identified and discussed in Chapter 5.
Here we briefly recap on this focusing mainly on acquisitions; note that these are general points and
may or may not be relevant to the issues facing a company in an exam question.
1.1 Advantages and disadvantages of acquisitions vs internal

development
Advantages of acquisitions Disadvantages of acquisitions
Speed Acquisition premium

An acquisition allows a company to reach a When a company acquires another company, it
certain optimal level of production much normally pays a premium over its present market
quicker than through organic growth. value. Too large a premium may render the
acquisition unprofitable. However, this may be offset
by a takeover target being undervalued.
Benefit of synergies Lack of control over value chain

An acquisition may create synergies (extra Assets or staff may prove to be lower quality than
cash flows). These are discussed later. expected.
Acquisition of intangible assets Integration problems

A firm through an acquisition will acquire not Many acquisitions are beset with problems of
only tangible assets but also intangible assets, integration, as each company has its own culture,
such as brand recognition, reputation, history and ways of operating, and there may exist
customer loyalty and intellectual property, aspects that have been kept hidden from outsiders.
which are more difficult to achieve with These are discussed later.
organic growth.
1.2 Advantages and disadvantages of acquisitions vs joint ventures
Advantages of acquisitions Disadvantages of acquisitions
Reliability Cost and risk

Joint venture partners may prove to be Acquisitions will involve a higher capital outlay and
unreliable or vulnerable to take-over by a will expose a company to higher risk as a result.
rival.
Managerial autonomy Access to overseas markets

Decision making may be restricted by the When a company wants to expand its operations in
need to take account of the views of all the an overseas market, a joint venture may be the only
joint venture partners. option of breaking into the overseas market.
There may be problems in agreeing on
partners' percentage ownership, transfer
prices etc.
175
Essential reading
the Workbook, for further discussion of types of acquisitions.
2 Acquisition targets
A company's strategic planning should give a focus for selecting an acquisition target.
The strategic plan might be to diversify, or to find new geographical markets, or to find firms that
have new skills/products/key technology, or simply to identify firms that are poorly managed and to
turn them around and sell them on at a higher price.
The criteria that should be used to assess whether a target is appropriate will depend on the
motive for the acquisition.
For example, if the strategic plan is to acquire and turn around companies that are undervalued then
the key criteria will be whether a target firm's share price is below the estimated value of the
company when acquired – which is true of companies which have assets that are not exploited.
Having identified the general type of target, two areas of particular importance are:
(a) Are there potential synergies with the target (covered in section 2.1)?
(b) Is there a likelihood of a good working relationship with the target (covered in
Section 2.2)?
Synergies: extra benefits resulting from an acquisition either from higher cash inflows and/or lower
Key term
risk.
2.1 Types of synergy

2.1.1 Revenue synergy
Higher revenues may be due to sharing customer contacts and distribution networks or increased
market power.
2.1.2 Cost synergy

This may result from being able to negotiate better terms from suppliers, sharing production facilities
or sharing Head Office functions.
2.1.3 Financial synergy

Examples include: a reduction in risk due to diversification (this assumes shareholders are not
already well diversified), a reduction in the tax paid by two firms combined (losses in one firm
reduce the tax paid by the other), or when a firm with excess cash acquires a firm with promising
projects but insufficient capital.

Possible issues that impede a good working relationship between the acquired company and its new
owner include language, culture and strategic values. These issues should be examined as part of a
due diligence investigation prior to a takeover being finalised.
176
2.2.1 Due diligence

Prior to takeover bid, investigations should be undertaken to assess the target, three types are
common:
 Legal due diligence: checks for any legal concerns, for example any pending litigation
and are there concerns about the costs of complying with the local regulatory environment.
 Financial due diligence: focuses on verifying the financial information provided (eg
updated financial forecasts).
 Commercial due diligence: considers for example an assessment of competitors and a
fuller analysis of the assumptions that lie behind the business plan.
3 Reasons for failure of acquisitions

Overvaluation has been discussed in the previous chapter. Other potential reasons for the failure of
acquisitions are discussed here.
Risk Explanation
Clash of cultures Especially if the two firms follow different business strategies
Uncertainty among Lay-offs expected, the best staff often leave

staff
Uncertainty among Customers fear post-acquisition problems and sales fall

customers
Unanticipated Information systems may be more difficult to integrate than expected,

problems assets or staff may prove to be lower quality than expected
Paying too high a price Managers' desire to grow may stem less from a desire to benefit
for the target shareholders and more from a desire to empire-build or to make the
company less of a takeover target; so they may overpay to acquire
the target.
To minimise these risks a firm should have a clear post-integration strategy. This should
include:
(a) Control of key factors – eg new capex approval centralised
(b) Reporting relationships – appoint new management and establish reporting lines quickly
(c) Objectives and plans – to reassure staff and customers
(d) Organisation structure – integrating business processes to maximise synergies
(e) Position audit of the acquired company – build understanding of the issues faced by the target
via regular online employee surveys and strategy discussion forums with front line staff and
managers.
One of the performance objectives in your PER is to 'review the financial and strategic consequences
of an investment decision'. This chapter evaluates mergers and acquisitions as a method of corporate
PER alert
expansion and also looks at the potential corporate consequences of such activity. This information
will be invaluable in practice, as it gives you an idea of the issues that might arise when considering
the viability of mergers and acquisitions.
177
4 Reverse takeovers
Reverse takeover: a situation where a smaller quoted company (S Co) takes over a larger
unquoted company (L Co) by a share-for-share exchange.
Key term
To acquire L Co, a large number of S Co shares will have to be issued to L Co's shareholders. This
will mean that L Co will hold the majority of shares and will therefore have control of
the company.
The company will then often be renamed, and it is normal for the larger company (L Co) to impose its
own name on the new entity.
Illustration 1
In 2007, Eddie Stobart, a well-known UK road haulage company, used a reverse takeover to
obtain a listing on the London Stock Exchange. This deal combined Eddie Stobart's road
transport, warehouse and rail freight operations, with Westbury (a property and logistics group).
Eddie Stobart's owners, William Stobart and Andrew Tinkler, were appointed chief executive and
chief operating officer of the new company. They owned 28.5% of the new company following the
merger.
The merged group was renamed Stobart and took up Westbury's share listing.
4.1 Advantages and disadvantages of a reverse takeover vs an IPO

A reverse takeover is a route to a company obtaining a stock market listing. Compared to an initial
public offering (IPO), a reverse takeover has a number of potential advantages and disadvantages:
Advantages of reverse takeovers Disadvantages of reverse takeovers
Speed Risk
 An IPO typically takes between one and  There is the risk that the listed company being
two years. By contrast, a reverse used to facilitate a reverse takeover may have
takeover can be completed in a matter some liabilities that are not clear from its
of months. financial statements.
Cost Lack of expertise

 Unlike an IPO, a reverse takeover will  Running a listed company requires an
not incur advertising and underwriting understanding of the regulatory procedures
costs. In addition a reverse takeover required to comply with stock market rules.
results in two companies combining There is the risk that the unlisted company that
together, with the possibility of is engineering the reverse takeover does not
synergies (see earlier) resulting from have a full understanding of these
this combination. requirements.
Availability Share price decrease

 In a downturn, it may be difficult to  If the shareholders in the listed company sell
stimulate investor appetite for an IPO. their shares after the reverse takeover then this
This is not an issue for a reverse could lead to a sharp drop in the share price.
takeover.
178
5 Regulation of takeovers
Takeover regulation in the UK (and the US) is based on a market-based or shareholder-
based model and is designed to protect a wide and dispersed shareholder base.
In the UK and the US companies normally have wide share ownership so the emphasis is on agency
problems and the protection of the widely distributed shareholder base.
In Europe most large companies are not listed on a stock market, and are often dominated by a
single shareholder with more than 25% of the shares (often a corporate investor or the founding
family). Banks are powerful shareholders and generally have a seat on the boards of large
companies.
Regulations in Europe have been developed to control the power of these powerful stakeholder
groups, which is sometimes referred to as a stakeholder-based system.
European regulations on takeovers have generally in the past relied on legal regulations that seek to
protect a broader group of stakeholders, such as creditors, employees and the wider
national interest.
5.1 UK regulation – the City Code

This is a voluntary code that aims to protect the interests of shareholders during the bid process.
Although it is voluntary, any listed company not complying may have its membership of the London
Stock Exchange suspended. The details of this code do not have to be memorised, but awareness
of its existence and purpose is examinable.
Activity 1: Homework exercise

Here are a few of the key rules in the UK's City Code (for full details see www.thetakeoverpanel.org.uk).
Required
What is the purpose of these types of regulations?
(a) Rules 2.2, 2.4, 2.6. Any companies that are identified as potential bidders have a 28-day
period within which they must either announce a firm intention to bid or state that they do not
intend to make a bid (in which case they cannot make another bid for a six-month period
without the consent of the board of the target company).
(b) Rule 2.5. Where a bid involves an element of cash, the bidding company must obtain
confirmation by a third party that it can obtain these resources.
(c) Rule 3. The board of an offeree company must obtain competent independent advice on any
offer and the substance of such advice must be made known to its shareholders. If the board
disagrees with the advice this must be explained to shareholders.
(d) Rule 9. An offer must be made for all other shares if the % shareholding rises above 30%, at
not less than the highest price paid by the bidding company in last year.
(e) Rule 31. After a formal offer there is a 14-day deadline for the defence document to be
published, and a 46-day deadline for the offer to be improved and finalised. Offers are
normally conditional on more than 50% of the shares being secured.
(f) Rule 35. If a bid fails then the bidder cannot make another bid for another 12 months.
179
Solution
5.2 EU Takeovers Directive

The Takeovers Directive was introduced by the EU in 2006 in order to achieve harmonisation and
convergence of the shareholder-based and stakeholder systems. In terms of approach, it has mainly
led to the convergence of the European system and the UK and US one, by adopting many
of the elements of the City Code. Its key points included:
 The mandatory bid rule
The aim of this rule is to protect minority shareholders by providing them with the opportunity
to exit the company at a fair price once the bidder has accumulated a certain percentage of
the shares. In the UK, this threshold is specified by the City Code for Takeovers and Mergers
and is at 30%.
The mandatory bid rule is based on the grounds that once the bidder obtains control it may
exploit its position at the expense of minority shareholders. This is why the mandatory bid rule
normally also specifies the price that is to be paid for the shares.
The bidder is normally required to offer to the remaining shareholders a price not lower than
the highest price for the shares already acquired during a specified period prior to the bid.
 The principle of equal treatment
In general terms, the principle of equal treatment requires the bidder to offer to minority
shareholders the same terms as those offered to earlier shareholders from whom the controlling
block was acquired.
180
 Squeeze-out rights
Squeeze-out rights give the bidder who has acquired a specific percentage of the equity
(usually 90%) the right to force minority shareholders to sell their shares.
The rule enables the bidder to acquire 100% of the equity once the threshold percentage has
been reached and eliminates potential problems that could be caused by minority
shareholders.
However, in two key areas the original wording of the European code was significantly diluted
in the final draft:
 Board neutrality and anti-takeover measures (Article 9)
Seeking to address the agency issue where management may be tempted to act in their own
interests at the expense of the interests of the shareholders, it was originally proposed that the
board would not be permitted to carry out post-bid aggressive defensive tactics (such as selling
the company's main assets, known as a 'crown jewels' defence, or entering into special
arrangements giving rights to existing shareholders to buy shares at a low price, known as
poison pill defence), without the prior authority of the shareholders.
However, this has become an optional provision for member countries – because there is
the argument that the shareholders may have limited experience so managers are better
placed to act in the shareholders' best interest.
 The break-through rule (Article 11)
The effect of the break-through rule is to enable a bidder with 75% of the capital carrying
voting rights to break through the company's multiple voting rights and exercise control as if
one-share-one-vote existed.
Again this has become an optional provision for member countries.
5.3 Regulation of large takeovers

It is likely that any acquisition that is likely to lead to a substantial lessening of competition
will be investigated by a country's competition authorities.
A detailed investigation often takes six months to complete and may result in a block to the bid or a
requirement that the acquiring company disposes of parts of the acquired business.
In the UK the Competition and Markets Authority may intervene to prevent mergers that cause
the creation of a company with a market share of above 25%, if it feels that there will be a
substantial lessening of competition.
Mergers fall within the exclusive jurisdiction of the European Commission (Competition)
where, following the merger, the following two tests are met.
(a) Worldwide revenue of more than €5 billion p.a.
(b) European Union revenue of more than €250 million p.a.
The European Commission will assess the merger in a similar way as the Competition and Markets
Authority in the UK, by considering the effect on competition in the market.
The merger will be blocked if the merged company results in such a dominant position in the market
that consumer choice and prices will be affected.
Essential reading
edition of the Workbook, for further discussion of regulation.
181
6 Defence against a takeover
6.1 Post-bid defences
Where a bid is not welcomed by the board of the target company, then the bid becomes a hostile
bid. Where the board feels that the takeover is not in the best interest of their shareholders,
they can consider launching a defensive strategy.
This will normally involve attacking the value created for shareholders by the bid and sometimes this
will extend to attacking the track record of the bidder.
A defence could also involve the following tactics:
Tactic Explanation
White knights This would involve inviting a firm that would rescue the target from
the unwanted bidder.
The white knight would act as a friendly counter-bidder.
Crown jewels Valuable assets owned by the firm may be the main reason that the
firm became a takeover target. By selling these the firm is making
itself less attractive as a target. Care must be taken to ensure that this
is not damaging the company.
If the funds raised are used to grow the core business and therefore
enhancing value, then the shareholders would see this positively and
the value of the corporation will probably increase.
Alternatively, if there are no profitable alternatives, the funds could
be returned to the shareholders through special dividends or
share buybacks. In these circumstances, disposing of assets may
be a feasible defence tactic.
This will require shareholder approval.
Litigation or The target company can challenge the acquisition by inviting an

regulatory defence investigation by the regulatory authorities or through the courts. The
target may be able to sue for a temporary order to stop the bidder
from buying any more of its shares.
6.2 Pre-bid defences

In order to deter takeover bids in the first place, the best defence is to have an efficiently run
company with no underutilised assets. This will contribute to excellent relationships with shareholders
and will help to maximise a company's share price, which will help to deter takeover bids.
However, subject to local regulations, schemes can also be designed to make any takeover difficult,
for example:
Poison pills
If a hostile bid is made, or the stake held by single shareholder rises above a certain key level (eg
15% in the case of Yahoo) then a 'poison pill' within the target's capital structure is triggered: eg
new shares are issued to existing shareholders at a discount, or convertibles can be exchanged into
ordinary shares on favourable terms.
Poison pills are controversial because they hinder an active market for corporate control and by
giving directors the power to deter takeovers. They also put directors in a position to enrich
themselves, as they may ask to be compensated for consenting to a takeover.
182
Golden parachutes
These are significant payments made to board members when they leave. In many countries these
schemes are illegal/non-compliant with local codes (eg the City Code in the UK).
Essential reading
the Workbook, for a summary of defensive tactics.
183
Chapter summary
Acquisitions: strategic issues and

regulation
1.1 Advantages and disadvantages of acquisition vs

internal development
Advantages: speed, synergies, acquisition of intangible assets

1 Growth strategy Disadvantages: acquisition premium, lack of control, integration
problems
1.2 Advantages and disadvantages of acquisition vs

joint venture
Advantages: reliability, autonomy

Disadvantages: cost and risk, access to overseas markets
2 Acquisition target 2.1 Types of synergy
 Sales synergy (eg share sales outlets)

 Cost synergy (eg share R&D)
 Financial synergy (eg lower risk, lower tax bill)

 Culture, strategy
 Due diligence (legal/financial, commercial)
Clash of cultures
3 Reasons for failure of
Uncertainty among staff
acquisitions
Customer uncertainty – fear of problems leads to a fall in sales
Assets or staff prove to be lower quality than expected
Paying too high a price for the target – empire building
Risk can be managed by a clear integration strategy and by due diligence
4 Reverse takeovers 4.1 Advantages and disadvantages of reverse takeover

vs IPO
A smaller quoted company (S Co) takes over a larger

unquoted company (L Co) by a share for share exchange.
A reverse takeover is a route to a stock market listing. An IPO

has a number of advantages compared to an IPO:
Speed – a reverse takeover can be completed in a few months
Cost – a reverse takeover will have significantly lower issue costs
Availability – it may be difficult attract investors to an IPO
In addition a reverse takeover results in two companies combining

together, with the possibility of synergies.
As a route to obtaining a stock market listing, drawbacks include:

risk (the listed company being used may have some hidden
liabilities), lack of expertise – running a listed company requires
an understanding of compliance procedures.
184
5 Regulation of
takeovers
A bid announcement is required if the offeree company is the subject

5.1 UK regulation – of speculation due to the bidding company's actions. The bidding company
the City Code will be forced to state whether an offer is being considered, within 28 days,
if a firm bid is not made then the bidding company will have to wait six
months before it can make another bid.
(a) Where a bid involves an element of cash, the bidding company
must obtain confirmation by a third party that it can obtain
these resources.
(b) An offer must be made for all other shares if the % shareholding rises
above 30%, at not less than the highest price paid by the
bidding company in last year.
(c) After a formal offer there is a 14 day deadline for the defence document
to be published, a 46 day deadline for the offer to be improved and
finalised, and a 81 day deadline for shareholder votes to be assessed
and the result announced. Offers are normally conditional on
more than 50% of the shares being secured.
(d) If a bid fails, the bidder cannot make another bid for
another 12 months.
 The mandatory-bid rule – aims to protect minority shareholders

5.2 EU Takeovers by providing them with the opportunity to exit the company at a fair
Directive price once the bidder has accumulated a certain percentage of the
shares. In the UK, this threshold is specified by the City Code for
Takeovers and Mergers and is at 30%.
Once the bidder obtains control they may exploit their position at the
expense of minority shareholders. This is why the mandatory-bid rule
normally also specifies the price that is to be paid for the shares.
 The principle of equal treatment – requires the bidder to offer
to minority shareholders the same terms as those offered to earlier
shareholders from whom the controlling block was acquired.
 Squeeze-out rights – give the bidder who has acquired a specific
percentage of the equity (usually 90%) the right to force minority
shareholders to sell their shares. Enables the bidder to acquire 100%
of the equity once the threshold percentage has been reached and
eliminates potential problems that could be caused by minority
shareholders.
5.3 Regulation of Regulated by national (eg CMA) or supranational authorities

large takeovers (eg EU)
185
6 Defence against a 6.1 Post-bid strategies
takeover
Where the board feels that a takeover is not in its shareholders' best
interest it may decide to launch a defence against the bid. This can
include:
(a) White knights
(b) Crown jewels
(c) Litigation/regulation
6.2 Pre-bid strategies
Poison pills and golden parachutes

May not be permitted by local takeover panel rules
186
1. Alternative growth strategies other than acquisition

Joint venture and internal development (organic growth).
2. Types of synergy
Three types: revenue, cost, financial.
3. Reverse takeover
The takeover of a small listed company by a larger unlisted company using a share for share
exchange.
4. EU Takeovers Directive
Key points include the mandatory bid rule, the principle of equal treatment and squeeze-out
rights.
5. Pre-bid defences
These deter a bid in the first place.
6. Post-bid defences
These are used after a bid has been received.
187
Question practice
Workbook):
Q14 Saturn Systems
Q15 Gasco
Further reading
There is a Technical Article available on ACCA's website, called 'Reverse Takeovers'.
188
Financing acquisitions
and mergers
Learning objectives
Syllabus
reference no.
 Compare the various sources of financing available for a proposed C4(a)

cash-based acquisition
 Evaluate the advantages and disadvantages of a financial offer C4(b)
for a given acquisition proposal using pure or mixed mode financing and
recommend the most appropriate offer to be made
 Assess the impact of a given financial offer on the reported financial C4(c)
position and performance of the acquirer
Exam context
This chapter completes section C of the syllabus 'Acquisitions and Mergers'.
The chapter starts by discussing how a bidding firm can finance an acquisition, either by cash or by
a share offer or a combination of the two, and the funding of cash offers.
The next theme is how to evaluate a financial offer in terms of the impact on the acquiring company's
shareholders and the criteria for acceptance or rejection.
Finally we discuss ways of estimating the possible impact of an offer on the performance and the
financial position of the acquiring firm.
The topics covered in this chapter are likely to be discussed in conjunction with the valuation
techniques covered in Chapter 8.
189
Chapter overview
Financing acquisitions and

mergers
1 Method 1: Cash offer 2 Method 2: Paper offer 4 Impact on acquirer
1.1 Financing a cash 2.1 Impact of a paper 4.1 Impact on earnings

offer offer
1.2 Impact of cash bid 2.2 Mixed offer 4.2 Impact on

statement of
financial position
3 Evaluating an
offer
3.1 Cash offer
3.2 Paper/mixed
offer
190
10: Financing acquisitions and mergers
1 Method 1: Cash offer

The most common ways of paying for a target company's shares are by offering cash or paper
(normally shares).
1.1 Financing a cash offer

How to obtain the cash required to finance a cash offer is a gearing decision and has been
covered in earlier chapters – note that a cash offer/bid does not necessarily mean that any extra
borrowing takes place, although this will often be the case.
1.2 Impact of a cash offer
Impact Explanation
Value Cash has a definite value, this will often be attractive to shareholders in the target
company and may enhance the chances of a bid succeeding.
Control Less impact on the control exercised by the owners of the bidding company,
although any new debt used may carry restrictive covenants.
Gearing Gearing may rise if cash is raised by borrowing, this may bring benefits in terms
of tax savings on debt finance (see APV in Chapter 8) or may cause problems if it
affects a company's credit rating.
Tax Exposes a shareholder in the target company to capital gains tax (CGT), although
this is not an issue for some investors (eg pension funds do not pay CGT).
Risk The risk of problems post-acquisition is borne by the acquirer – if the

share price falls post-acquisition then this only affects the acquirer as the target
company shareholders have received their definite cash payment.
2 Method 2: Paper offer

2.1 Impact of a paper offer
The impact of paper (ie shares) being used to finance an acquisition can be assessed using the same
factors considered above.
Impact Explanation
Value Shares have an uncertain value, often a higher price will have to be offered if the
bid is a paper bid than if it was a cash bid to compensate the target's shareholders for
this.
Control The percentage of the shares owned by the bidding company's shareholders will be
reduced as more shares are issued, so their control will be diluted.
Gearing Gearing will fall as more equity is issued.
Tax Gain is not realised for tax purposes until shares are sold – the timing of share sales
can be staggered across different years to maximise the use of CGT allowances.
Risk Post-acquisition risk is shared between the bidding company and the
target – if the share price falls post-acquisition this affects both are affected.
191
2.2 Mixed offer
Because cash might be preferred by some shareholders (eg due to certainty) and paper by others (eg
wanting to share in anticipated gains from a takeover), it is not uncommon for an acquisition to be
financed by a mixture of cash and shares.
Illustration 1
In 2010 the acquisition of Cadbury by Kraft was financed by approximately 60% cash and 40%
shares.
Essential reading
See Chapter 10 Sections 1–2 of the Essential reading, available in Appendix 2 of the digital edition
of the Workbook, for further discussion of financing bids.
3 Evaluating an offer
In the exam, you may be asked to evaluate a given offer and/or to suggest an offer.
3.1 Cash offer

A cash bid can simply be compared against the current market value of the target company or
against an estimated value of an acquisition using the techniques covered in Chapter 8 (these
techniques will help to form the basis for a suggested cash offer).
While a significant premium above the market price is often expected (20%–30% is not uncommon),
it is important (to the buyer) that the amount paid is not greater than the value that will be
generated from the target company under new ownership.
3.2 Paper/mixed offer

How much a paper bid, or a bid that is partly financed by the issue of paper, is worth can be
assessed quickly by looking at the value of the shares of the bidding company before acquisition.
However, a more accurate valuation would be based on the value of the shares post-
acquisition.
The value of shares post-acquisition will be a matter of concern for the both the bidding company
and the target company:
 The bidding company will not want to issue so many shares that its share price falls post
acquisition, and there may also be concerns about the effect of a paper bid on diluting the
control of existing shareholders.
 The target company will want to estimate the likely post-acquisition value of the shares to
assess the attractiveness of the takeover bid.
Having evaluated a paper bid, you may choose to suggest an increase or a decrease in the number
of shares offered.
The techniques for valuing a company post-acquisition have been covered in Chapter 8.
Note that post-acquisition values may also be required to evaluate a cash bid, but this is especially
likely to be tested in the context of paper bids which forms the context for the recap of post-valuation
techniques given here.
192
3.2.1 Post-acquisition value using earnings
Post-acquisition earnings valuation
1 Estimate the group's post-acquisition earnings including synergies
2 Use an appropriate P/E ratio to value these earnings (this will be given)
Having obtained a post-acquisition valuation you may need to take one of the following steps:
 Deduct the cash element of the bid (if any) and then divide by the new number of shares in
issue to calculate a post-acquisition share price.
(To allow the bidding company to assess whether its share price will rise or fall, and to
allow the target company to estimate the likely post-acquisition value of the shares to assess
the attractiveness of the takeover bid.)
 Deduct the value of whole bid to see if value is created for the bidding company's
shareholders.

Minprice Co is considering making a bid for the entire share capital of Savealot Co. Both companies
operate in the same industry. It is anticipated that Minprice Co's P/E ratio will remain unchanged
after the takeover.
You are given the following information:
Minprice Savealot
Revenue $284m $154m
Current share price ($1 ordinary shares) $3.00 $5.00
EPS $0.191 $0.465
No shares in issue 155m 21m
Gearing (D:E) 40:60 20:80
The acquisition will be financed by issuing ordinary shares in Minprice to replace those in Savealot.
A 2 for 1 offer is proposed in order to deliver a significant bid premium to Savealot's shareholders.
Required
(a) Estimate the likely impact on both groups of shareholders; would they approve of the
proposal?
(b) Calculate the maximum number of shares that Minprice could justify in terms of a paper bid.
Solution
(a)
 Estimate the group's post-acquisition earnings including synergies:
 Use an appropriate P/E ratio to value these earnings:
193
 Divide by the new number of shares in issue to get the estimated post-acquisition share
price:
shareholders.
 Evaluation of result
(b)
194
3.2.2 Post-acquisition value using cash flows
Post-acquisition cash flow valuation
1 Estimate the group's post-acquisition cash flows including synergies.
2 Calculate an appropriate cost of capital and complete a cash flow valuation.
As before, having obtained a post-acquisition valuation you may need to take one of the following
steps:
 Deduct the cash element of the bid (if any) and then divide by the new number of shares in
issue to calculate a post-acquisition share price.
shareholders.
4 Impact of a given offer on the financial performance and

position of the acquiring firm
4.1 Impact on earnings
You may also be asked to evaluate the impact of a given offer on earnings (profits after tax and
preference dividends) and key ratios such as EPS.
Activity 2: Continuation of Activity 1

Minprice Savealot
Revenue $284m $154m
Current share price ($1 ordinary shares) $3.00 $5.00
EPS $0.191 $0.465
Number of shares in issue 155m 21m
Gearing (D:E) 40:60 20:80
The acquisition will be financed by issuing ordinary shares in Minprice to replace those in Savealot.
A 2-for-1 offer is proposed in order to deliver a significant bid premium to Savealot's shareholders.
Required
Evaluate the likely impact on the EPS of Minprice.
Solution
195
4.2 Impact on statement of financial position
The consolidated statement of financial position may need to be analysed using ratio analysis. Basic
ratios have been covered earlier in the Workbook and will be returned to in Chapter 14.
The main issue to be aware of here is that the difference between the value of a take-over bid and
the net assets of the company being acquired is accounted for as 'goodwill' in the consolidated
statement of financial position.
Essential reading
the Workbook, for further discussion on forecasting the impact of a given financial offer on the
acquiring firm.
You will be expected to demonstrate competence in the analysis of various finance options when
fulfilling the performance objective 'evaluate potential investment and financing decisions'. This
PER alert
chapter has focused on the various ways in which mergers could be financed and assesses the costs
and benefits of each option – knowledge which you can put into practice if your organisation is
involved in merger and acquisition activity.
196
Chapter summary
Financing acquisitions and

mergers
1 Method 1: Cash offer 2 Method 2: Paper offer 4 Impact on acquirer
1.1 Financing a cash 2.1 Impact of a paper 4.1 Impact on earnings

offer offer
This is a gearing decision and Uncertain value You may also be asked to
has been covered in earlier chapters Control issues evaluate the impact of a
– note that a cash offer/bid does given offer on earnings and
Gearing reduced
not necessarily mean that any key ratios such as EPS.
Risk shared
extra borrowing takes place.
4.2 Impact on
1.2 Impact of cash bid 2.2 Mixed offer
statement of
financial position
Definite value It is not uncommon for an This may need to be

Few control issues acquisition to be financed by analysed using ratio
a mixture of cash and analysis.
Gearing may increase
shares.
Tax issue for target
Risk borne by bidder
3 Evaluating an offer
3.1 Cash offer A cash bid can simply be compared against the current
market value of the target company or against an estimated
value of an acquisition using the techniques covered in
Chapter 8.
3.2 Paper/mixed This may require a post-acquisition valuation (using

offer earnings or cash flow) following which you may need to:
1 Deduct the cash element of the bid (if any) and
then divide by the new number of shares in issue
to calculate a post-acquisition share price.
2 Deduct the value of whole bid to see if value is

created for the bidding company's
shareholders.
197
1. Cash offer
Often cheaper because more attractive to target shareholders.
2. Paper offer
Impacts on control of bidding company.
3. Mixed offer
May combine the advantages of cash (certainty) and paper (cash flow).
4. Post-acquisition valuation
Especially important if evaluating a paper offer.
5. Impact of higher P/E of bidder
If this is higher than the implied P/E of the offer, EPS will rise and shareholder wealth may also
rise.
6. Goodwill
This will result from an acquisition at above the value of the net assets of the target.
198
Question practice
Workbook):
Q16 Pursuit
Q17 Olivine
199
200
SKILLS CHECKPOINT 3
Identifying the required numerical
technique(s)
aging information
Man
aging information
Man
An
sw
er
pl
t
en
manag ime
an
em
Analysing
t
nin
Exam success skills
Good
g
scenario decisions
uirereq rpretation
Identifying the
required numerical
Specific AFM skills
e m e nts
techniques(s) Applying risk
Identifying the
Eff d p ffect pre
management
an E nd
required numerical
m eunirts
e c re i v
ti v
e
of t inteect
se w ri
a
nt tin
c rr
Thinking across
r re Co

se w ri o n
nt tin al
Efficient numeric
Co
ati g
on analysis
l
Efficient numerica
analysis
Introduction
It is important to be aware that sometimes exam questions will not directly state which numerical
techniques should be used and you may have to use clues in the scenario of the question to
select an appropriate technique.
The reason that the need to use a specific technique is not always made clear is not due to
poorly worded exam questions – it is a deliberate test of your skill as appropriate for an exam
that is positioned as a Masters-level qualification.
This issue commonly arises in syllabus Section C, Acquisitions and Mergers. Often you will need
to assess from the scenario what type of valuation is required and what techniques can be used
given the details that are provided in the scenario. This issue is also common in syllabus
Section D, Corporate Reconstruction and Reorganisation, because this often requires valuation
techniques to be used as well.
In syllabus Section B, investment appraisal questions will also sometimes be formulated so that
you will have to infer that specific techniques (such as real options or adjusted present value) are
required ie the question may not always specifically tell you to use these techniques.
Having identified the required technique, it is also important to apply it in a practical, time-
efficient way, without attempting to achieve absolute 100% perfection; this skill has been
addressed in Skills Checkpoint 2.
201
Skills Checkpoint 3: Identifying the required numerical
technique(s)
AFM Skill: Identifying the required numerical technique(s)

The key steps in applying this skill are outlined below, and will be explained in more
detail in the following sections as the question 'Mercury Training' is answered.
STEP 1:
Where a question does not make it
clear that a specific technique is to be
used, carefully analyse the
requirement and consider which
techniques could potentially be
employed to deliver a relevant
answer.
STEP 2:
Next, carefully analyse the scenario and
consider why numerical information has been
provided and which of the techniques that
you have identified in step 1 can be used
given this information. Make notes in the
margins of the question. Do not rush into
performing detailed calculations.
STEP 3:
Complete your numerical analysis.
202
Skills Checkpoint 3
Exam success skills

The following question is an extract from a past exam question; this extract was worth
approximately 18 marks.
scenario-based questions to feel overwhelming. In the AFM exam, each question
will be scenario based. It is therefore essential to focus on developing a clear
understanding of the scenario before moving into any calculations.
 Correct interpretation of requirements. In part (b) the word 'advice'
requires suggestions, so narrative as well as calculations.
 Efficient numerical analysis. The key to success here is to provide clear,
explained workings.
203
Skill activity
STEP 1 Where a question does not make it clear that a specific technique is to
be used, carefully analyse the requirement and consider which
techniques could be employed to deliver a relevant answer.
Required
(a) Estimate the cost of equity capital and the weighted average cost of capital
for Mercury Training.
(8 marks)
(b) Advise the owners of Mercury Training on a range of likely issue prices for
the company. (10 marks)
(Total = 18 marks)
To some extent part (a) of this question makes it clear which techniques should be
used, although there is more than one way to calculate the cost of equity. So in part
(a) we may need to calculate the cost of equity using:
 The capital asset pricing model
 The dividend growth model, or
 Modigliani & Miller's formula for the cost of equity (as shown on the formula
sheet)
In part (b) no specific techniques are suggested. However, you will be aware from
your studies that there are a range of techniques that could be used to value a
company, including:
 Asset-based models (eg NAV, CIV)
 Market-based models (eg using P/E ratios)
 Cash-based models (eg dividend valuation, free cash flow approach, free
cash flow to equity approach, adjusted present value)
Now we need to consider whether we have what information is available in the
scenario to see which models can be applied here.
204
Skills Checkpoint 3
STEP 2 Next, carefully analyse the scenario and consider why numerical
information has been provided and which of the techniques
identified in Step 1 can be used given this information. Make notes
in the margins of the question. Do not rush into performing detailed
calculations.
Mercury is unlisted and
therefore does not have
a beta factor
Question – Mercury Training (18 marks)
Mercury Training was established in 20W9 and since that time it has
developed rapidly. The directors are considering a flotation of the
company.
The company provides training for companies in the computer and

telecommunications sectors. It offers a variety of courses ranging
from short intensive courses in office software to high
1/3 of Mercury's level risk management courses using advanced modelling

business is financial
services so the techniques. Mercury employs a number of in-house experts who
remaining 2/3 is
training. Weightings provide technical materials and other support for the teams that
for an average beta?
service individual client requirements.
In recent years, Mercury has diversified into the financial

services sector and now also provides computer simulation
systems to companies for valuing acquisitions. This business
Needed for an asset
now accounts for one-third of the company's total revenue.
beta for the training
part of the business?
Mercury currently has 10 million, 50c shares in issue.
Jupiter is one of the few competitors in Mercury's line of

business. However, Jupiter is only involved in the training business.
Jupiter is listed on a small company investment market and has an

estimated beta of 1.5. Jupiter has 50 million shares in issue with a
Needed for an asset
market price of 580c. beta for the financial
services part of the
business?
The average beta for the financial services sector is 0.9. Average
market gearing (debt to total market value) in the financial services
sector is estimated at 25%.
205
Needed for
ungearing and
Other summary statistics for both companies for the year ended regearing betas?
Data supports the
calculation of an asset
31 December 20X7 are as follows:
based valuation and
Mercury Jupiter
also a dividend based
valuation of Mercury in Net assets at book value ($ million) 65 45
part (b). Earnings per share (c) 100 50
Dividend per share (c) 25 25
No information on P/E
ratios or cash flow is Gearing (debt to total market value) 30% 12%
given so an earnings Five-year historic earnings growth (annual) 12% 8%
valuation and a cash
flow valuation are not Analysts forecast revenue growth in the training side of Mercury's
possible.
business to be 6% per annum, but the financial services sector is
expected to grow at just 4%. Data permits the use of
the CAPM as it
Background information: identifies the risk
premium and the risk
 The equity risk premium is 3.5% and the rate of return on short-dated free rate
Also helps to identify
government stock is 4.5%.
the cost of debt to allow
 Both companies can raise debt at 2.5% above the risk-free rate. a WACC to be
 Tax on corporate profits is 40%. calculated in part (a)
206
Skills Checkpoint 3
Use headings to briefly

STEP 3 Now complete your workings and numerical analysis.
explain your approach
to the marker
(a) Cost of equity using an average beta factor Assuming that the debt
beta is zero for
Step 1 – Ungear beta of Jupiter and financial services sector simplicity and speed of
calculation
Ve
a =  g Using beta factors and
Ve + Vd (1– T)
gearing from the
question
88
Jupiter = 1.5  = 1.3866
88 + (12  0.6)
75
Financial Services sector = 0.9  = 0.75
75 + (25  0.6)
Step 2 – Calculate average asset beta for Mercury Using the weightings given
in the question.
a = (2/3  1.3866) + (1/3  0.75) = 1.1744
Step 3 – Regear Mercury's beta Regearing using Mercury's

gearing as given
Ve
a = a 
Ve + Vd (1– T)
70
1.1744 = e 
70 + 30(1– 0.4)
1.1744 = e  0.795
e = 1.48
Step 4 – Calculate cost of equity capital and WACC

Using CAPM:
Cost of equity capital = Rf + i(E(rm) – Rf) = 4.5 + (1.48  3.5)

= 9.68%
 Ve   Vd 
WACC =   ke +   kd (1 – T)
 Ve + Vd   Ve + Vd 
= (0.7  0.0968) + (0.3  [0.045 + 0.025]  0.6)

= 8.04%
Where kd = risk-free rate (4.5%) + premium on risk-free rate (2.5%)
(b) Range of likely issue prices

Lower range of issue price for Mercury will be the net assets at
fair value divided by the number of shares
= $65 million/10 million shares Using information
provided and
= $6.50 per share explaining meaning
This value ignores the value of Mercury's intangible assets (such

as its reputation and its employee skills and customer reputation.
As such it is likely to be the lower end of the range in terms of
Mercury's value.
207
Upper range – use dividend valuation model
Two possible earnings rates:
Historical earnings growth
rate of 12% is greater than
(a) The weighted anticipated growth rate of the two
the cost of equity capital,
therefore cannot be used in business sectors in which Mercury operates (2/3  6%) +
The mark allocation
the dividend valuation (1/3  4% = 5.33%)
model and cannot be implies that more
sustained in the long run. (b) The rate implied from the firm's reinvestment work is required
here & so the br
(9.68% – see part (a) Step 4 above) model can be used
A weighted average
approach must therefore be to estimate growth
b = balance of earnings reinvested = (100-25)/100 = 75% or 0.75
used.
g = bre = 0.75  0.0968 = 7.26%
Using the higher of the two feasible rates – that is, 7.26%:
d0 (1 + g)
P0 =
(k e – g)
25(1 + 0.0726)
P0 = = $11.08 per share
(0.0968 – 0.0726)
Using the lower of the two feasible rates – that is, 5.34%:
d0 (1 + g)
P0 =
(k e – g)
25(1 + 0.0533)
P0 = = $6.05 per share
(0.0968 – 0.0533)
Assuming that the growth calculated by using Mercury's own data

is more reliable and relevant than the sector average growth data,
the higher of the two feasible rates – that is, 7.26% – will be more
relevant in terms of valuing Mercury. In addition, the value of
$6.05 does not look sensible as this is below the asset value
calculated earlier.
If floated, a price even above $11.08 (which is based on a
minority shareholding earning a dividend from the shares) could be
achieved. Investors are likely to be willing to pay a premium for
the benefits of control (control premium) – often as much as
30%–50% of the share price.
208
Skills Checkpoint 3
completed below for this activity to give you an idea of how to complete the diagnostic.
Managing information Did you spend sufficient time reading the scenario and
planning your approach before starting your calculations?
Correct interpretation Did you understand what was meant by the verb 'advise'?
of requirements
ie suggestions on the meaning and reliability of the numbers
Efficient numerical Did you show your workings and add brief narrative to
analysis explain your approach to the marker (see steps in part (a)
solution)?
presentation
Did you explain the meaning of the numbers?
209
Summary
AFM is positioned as a Masters level exam. One of the skills that is required at this
level of your studies is the ability to identify the techniques required to analyse a
problem.
To test this skill, exam questions will sometimes not directly state which numerical
techniques should be used and you may have to use clues in the scenario of the
question to select an appropriate numerical technique.
This issue commonly arises in syllabus Section C, Acquisitions and Mergers where you
will often need to:
 Assess from the scenario what type of valuation is required, and
 What techniques can be used given the details that are provided in the
scenario
This issue is also common in syllabus Section D, Corporate Reconstruction and
Reorganisation, because this often requires valuation techniques to be used as well.
In syllabus Section B, advanced investment appraisal, questions will also sometimes be
formulated so that you will have to infer that specific techniques are required by
presenting you with information that allows these techniques to be used. For example,
 Real options can only be valued if a standard deviation value is provided, so
if a question contains standard deviation this is a clue that real options need
to be valued.
 Stage 1 of adjusted present value discounts a project at an all-equity financed
rate, so if a question states that a project should be discounted at an all-equity
financed rate this is a clue that adjusted present value should be calculated.
210
The role of the
treasury function
Learning objectives
Syllabus
reference no.
 Discuss the role of the treasury management function within: E1(a)

– The short-term management of financial resources
– The longer-term maximisation of corporate value
– The management of risk exposure
 Discuss the operations of the derivatives market, including risks such as delta, E1(b) in part
gamma, vega, rho and theta, and how these can be managed
 Advise on the use of bilateral and multilateral netting and matching as tools E2(c)
for minimising FOREX transactions costs and the management of market
barriers to the free movement of capital and other remittances (covered in
Chapter 16)
Exam context
This chapter moves in to Section E of the syllabus: 'Treasury and advanced risk
management techniques'; this syllabus section is covered in Chapters 11–13.
Following the introduction of the new exam structure in September 2018 every exam will have
a question that has a focus on syllabus Section E.
This chapter briefly outlines the role of the treasury function before moving on to consider currency
and interest rate risk management techniques in the following two chapters.
There is a significant overlap between this chapter and Chapter 2 where the principles behind risk
management have already been discussed.
211
Chapter overview
The role of the treasury

function
1 Treasury 2 Treasury 3 Managing risk –

management organisation using options
1.1 Liquidity management 2.1 Degree of 3.1 Managing the risk

centralisation of a fall in share
values
1.2 Risk management
1.3 Corporate finance 3.2 Delta
1.4 Funding 3.3 Gamma
3.4 Other 'greeks'
212
11: The role of the treasury function
1 Treasury management
The Association of Corporate Treasurers' definition of treasury management is given below:
Treasury management: primarily involves the management of liquidity and risk, and also helps
Key term
a company to develop its long term financial strategy.
A treasury department is likely to focus on four key areas:
Risk Liquidity
management management
Corporate
Funding
finance
1.1 Liquidity management

This is the management of short-term funds to ensure that a company has access to the cash that it
needs in a cost-efficient manner (ie ensuring that a company is not holding unnecessarily high
levels of cash, or incurring high costs from needing to organise unforeseen short-term borrowing).
This is a key function of treasury management.
1.1.1 Netting
Netting involves identifying amounts owed between subsidiaries of a company in different foreign
currencies. All foreign currency transactions are converted to a single common currency and netted-
off. This reduces transaction fees and the time and cost of hedging inter-company transactions.

ZA group consists of a French company, a US company and a UK company. ZA has the following
inter-company transactions for the first half of the year.
Paying subsidiary
UK US French
Receiving
subsidiary UK – £2m £1m
US $1.8m – $0.6m
French €3.3m €4.84m –
213
ZA has decided to implement a system of multilateral netting using £s as the settlement currency.
Exchange rates on 31 March are: €1.1 per £ and US$1.2 per £.
Required
Complete the following table, to illustrate multilateral netting and discuss its impact.
Solution
Paying subsidiary
Total Total
UK US French receipts payments Net
Receiving UK – £2m £1m £ £ £

subsidiary US £ – £ £ £ £
French £ £ – £ £ £
Discussion:
1.2 Risk management

This involves understanding and quantifying the risks faced by a company, and deciding whether or
not to manage the risk. This is an important area and has been covered in Section 3 of
Chapter 2.
For firms that are facing significant levels of interest rate risk or currency risk, risk
management is likely to be appropriate. Specific techniques of currency and interest rate risk
management are covered in the next two chapters.
However, some general risk measurement and management techniques relating to the Black–Scholes
options pricing model are introduced in Section 3 of this chapter.
1.3 Corporate finance

This is the examination of a company's investment strategies. For example, how are investments
appraised, and how are potential acquisitions valued? These areas have all been covered in earlier
chapters and are central to the maximisation of shareholder wealth.
1.4 Funding
This involves deciding on suitable forms of finance (and by implication the level of dividend paid),
and has been covered in earlier chapters.
214
One way in which you can demonstrate competence in the performance objective 'manage cash
using active cash management and treasury systems' is to manage cash on a centralised basis to
PER alert
both maximise returns and minimise charges. This section introduces the treasury management
function and how it can be used to pool cash from various sources which can be placed on deposit.
2 Treasury organisation
It is the responsibility of the board of directors to ensure that a treasury department is organised
appropriately to meet the organisation's needs. This will involve making decisions about the degree
of centralisation of the treasury department, and whether it should be organised as a profit centre or
a cost centre.
2.1 Degree of centralisation
Centralised
Treasury is based at Head Office
Decentralised
Treasury decision
making mainly takes place
at subsidiary level
2.1.1 Advantages of centralisation

Within a centralised treasury department, the treasury department effectively acts as an in-house
bank serving the interests of the group. This has a number of advantages:
Economies Borrowing required for a number of subsidiaries can be arranged in bulk

of scale (meaning lower administration costs and possibly a better loan rate), also combined
cash surpluses can be invested in bulk.
Matching Cash surpluses in one area can be used to match to the cash needs in another,
resulting in an overall saving in finance costs.
It is also possible to match receipts and payments in a given currency across all
the subsidiaries. The time and cost of currency hedging is therefore minimised.
Control Better control through the use of standardised procedures.
Expertise Experts can be employed with knowledge of the latest developments in treasury
management.
Netting Netting of inter-company balances can be applied to save on transaction costs (as
discussed).
215
2.1.2 Other approaches
It is also possible to have a mixture of the two approaches, this might involve regional treasury
departments with each department being responsible for the activities of a number of different
countries.
This approach will also allow some of the benefits of decentralisation (see next activity).
Activity 2: Decentralised treasury

Required
What advantages could there be to having an element of decentralisation in treasury operations?
Solution
Essential reading
the Workbook, for further discussion of the organisation of the treasury function.
3 Managing risk – using options

One technique for managing risk involves the use of options. These will be applied to currency
and interest rate risk in later chapters, but are introduced here in the context of shares.
3.1 Managing the risk of a fall in share values

A treasury department may be responsible for managing a company's portfolio of investments. The
company will be faced with the risk that the value of these assets (eg shares) decreases.
3.1.1 Use of put options

Put options entitle the holder to sell the shares at a fixed price. Put options result in compensation
being received if share prices fall which allows investors to protect themselves against a drop in
the share price (note that this makes put options unsuitable as an incentive scheme for senior
management because it would be a reward for a falling share price).
When an investor buys an option they are setting up a long position.
216
Illustration 1
Hez Co currently owns 100,000 shares in Zeta Co. Zeta Co's shares are currently trading at $10,
but Hez Co is concerned about the risk of a fall in Zeta's share price.
Hez is considering the purchase of put options on Zeta shares which entitle the holder to sell Zeta
shares at an exercise price of $10 per share. Remember, the purchaser of an option is said to have
a long position.
Currently the put option is at-the-money (it is not worth anything now but will be in-the-money if the
share price falls even slightly). However, if Zeta's share price fell to $9, the put option would be
in-the-money and $1 (per share) of compensation would be received by the holder of the put option.
3.1.2 Black–Scholes (BSOP) model

In Chapter 4 we introduced the Black–Scholes option pricing (BSOP) model which shows how the
price for call and put options is set and in Chapter 8 we saw the application of this model to
business valuation and default risk.
The BSOP model is built around a number of variables, often referred to as 'the greeks', which
each have implications for risk management. Of the variables discussed in the rest of
Section 3, only 'delta' (Section 3.2) will be tested numerically.
3.2 Delta
Delta is N(–d1) for a put option (and N(d1) for a call option).
Delta measures how much an option's value changes as the underlying asset value
changes.
Illustration 2 (continuing from Illustration 1)

If the delta of put options on Zeta shares is –0.5 this means that a $1 fall in the share price causes a
rise in the value of a put option of $0.5.
If there is an equal chance of a rise or a fall in Zeta's share price from its current value of $10 of say
$1.00, then the expected value of a put option at $10 is made of a 50% chance of a value of $1.00
(if the share price falls, the option will be in-the-money by $1) and a 50% chance 0 (if the share
prices rises, the option will be out-of-the-money).
This means the value of the option, ie the amount it will cost to buy a put option, is (0.5  $1) +
(0.5  0) = $0.50.
However, suppose the share price has now fallen to $9. From a price of $9, if the share price may
rise or fall with equal probability by $1.00, then the expected value of a put option (with a strike
price of $10) is made of a 50% chance of a value of $2.00 (if the share price falls, the option will
be in-the-money) and a 50% chance of $0 (if the share prices rises, the option will have no value).
This means the new value of the option ie the amount you will need to pay to own a put option is
(0.5  $2) + (0.5  0) = $1.
So the value of the put option has risen by $0.50 due to a fall in the share price of $1.
This is a delta of –0.50.
217
3.2.1 Values of delta
–1 0 +1
Deltas can be near –1 for Deltas can be near zero Deltas can also be near
a long put option which is for a long put (or call) option +1 for a long call option
deep in-the-money; the which is deep out-of-the- which is deep in-the-
price of the option and the money, where the price of money; the price of the
value of the underlying asset the option will be insensitive to option and the value of the
move in line with each other. changes in the price of the underlying asset move in line
underlying asset. with each other.
3.2.2 Hedge ratio

Delta also defines the hedge ratio, ie the number of option contracts required to manage the
risk of the underlying assets.
Delta hedge: defines the number of options required.

Key term For example the number of share options required = number of shares ÷ delta
Illustration 3 (continuation of Illustration 2)

If the price of Zeta shares is $10 and the put option has a delta of –0.5, Hez Co would need to buy
put options on 100,000 shares ÷ 0.5 = 200,000 put options to maintain their wealth in the event of
a fall in Zeta's share price.
If the number of put options had been 100,000, this would not have given sufficient compensation
because put options will cost a premium of $0.50 per share (see Illustration 2).
The impact of 200,000 put options is demonstrated below:
Before buying options and with share price at $10:
Hez's wealth = $10  100,000 shares = $1,000,000
After buying 200,000 options and if the share price is $9, Hez's wealth would become:
($9  100,000) + ($1 value of put option  200,000 put options) – ($0.50 cost of options 
200,000 put options) = $1,000,000
If put options on only 100,000 shares are bought wealth would have fallen because the put options
will not provide adequate compensation, after taking into account the premium for buying the option.
Activity 3: Delta hedging

Cautious Co owns 1,000 shares in For4Fore plc which are currently trading at 444p. The standard
deviation of the share price is 25% and the risk-free rate of return is 4.17%.
Formula provided
In(Pa Pe )+(r + 0.5s2 )t

d1 =
s t
218
Required
There are European style put options to sell shares in For4Fore at 430p per share in exactly four
months' time. How many put options should Cautious Co purchase to hedge this risk?
You may assume that the delta of a put option is equivalent to N(–d1)
Solution
3.3 Gamma
Gamma measures how much delta changes with the underlying asset value.
This indicates by how much the delta hedge needs to be adjusted as the underlying asset value
changes.
Illustration 4
For example, if the gamma is 0.01 this means that for a 1% rise in the underlying asset value the
delta should change by a factor of 0.01%.
219
3.3.1 When the value of gamma is low (ie delta change is small as the asset value
changes)
Delta = 0 Delta = –1 (put) or +1 (call)
Option is deep out-of-the-money Option is deep in-the-money

Delta constant as asset price changes Delta constant as asset price changes
ie gamma = zero ie gamma = zero
As we have seen, deltas can be near zero for a long put or call option which is deep out-of-the-
money, where the price of the option will be insensitive to changes in the price of the underlying
asset because a small change in the value of the asset will still mean that the option is deep out-of-the-
money.
Deltas can also be near –1 for a long put option which is deep in-the-money (or +1 for a long
call option which is deep in-the-money), where the price of the option and the value of the underlying
asset move mostly in line with each other and this will still be the case even if there is a small move in
the asset value.
3.3.2 When the value of gamma is high (ie delta change is high as the asset value
changes)
When a long put option is at-the-money (which occurs when the exercise price is the same as the
market price) the delta is –0.5 (+0.5 for a call option) but also changes rapidly as the asset price
changes.
Therefore, the highest gamma values are when a call or put option is at-the-money.
3.4 Other 'greeks'

The variables used in the BSOP are often referred to as 'the greeks'. These are the factors affecting
option value. Other factors, or greeks, that affect option value are discussed briefly here.
3.4.1 Theta (time)
Theta: the change in an option's price (specifically its time premium) over time.
Key term
An option's price has two components, its intrinsic value and its time premium. When it
expires, an option has no time premium.
Thus the time premium of an option diminishes over time towards zero and theta measures how
much value is lost over time, and therefore how much the option holder will lose through
retaining their options.
3.4.2 Vega (volatility)
Vega: measures the sensitivity of an option's price to a change in the implied volatility of the
underlying asset.
Key term
Vega is the change in value of an option that results from a one percentage point
change in the implied volatility of the underlying asset. If a dollar option has a vega of
0.2, its price will increase by 20 cents for a 1% point increase in the volatility of the value of the
dollar.
220
We have seen earlier that the Black–Scholes model is very dependent on accurately estimating the
volatility of the option price. Vega is a measure of the consequences of an incorrect estimation.
Long-term options have larger vegas than short-term options. The longer the time period
until the option expires, the greater the potential variability of the underlying asset.
3.4.3 Rho (rate of interest)
Rho: measures the sensitivity of option prices to interest rate changes.

Key term
Generally, the interest rate is the least significant influence on change in price and, in
addition, interest rates tend to change slowly and in small amounts.
In Chapter 4 (Section 3.2) we discussed the positive impact of higher interest rate on the value of call
options. The sensitivity of option prices to changes in the interest rate is measured as rho. An option's
rho is the amount of change in value for a 1% change in the risk-free interest rate.
Rho is positive for calls and negative for puts, ie:
Prices Interest rate rises
Calls Increase
Puts Decrease
Long-term options have larger rhos than short-term options because the more time there is until
expiration, the greater the effect of a change in interest rates.
221
Chapter summary
The role of the treasury function
1 Treasury management 2 Treasury organisation 3 Managing risk –

using options
1.1 Liquidity management 2.1 Degree of 3.1 Managing the risk

centralisation of a fall in share
This is the short-term management of values
cash to ensure that a company has
access to the cash that it needs in a Centralise for economies of Buy put options to hedge this
cost-efficient manner (eg netting scale, matching, expertise, risk. Value using BSOP model.
inter-company transactions into a single netting, control.
currency). Decentralise for controllability 3.2 Delta
and local knowledge.
Delta is N(–d1) for a put option.
1.2 Risk management Regional hubs are a halfway
house. Delta measures how much an
This involves understanding and option's value changes as
quantifying the risks faced by a the underlying asset value
company, and deciding whether or changes.
not to manage the risk. This is an
Value between –1 and +1
important area and has been
covered in Section 3 of Chapter 2. Defines the hedge ratio.
1.3 Corporate finance 3.3 Gamma
This is the examination of a

Gamma measures how much
company's investment strategies.
delta changes with the
underlying asset value.
1.4 Funding
The highest gamma values are
This involves deciding on suitable when a call or put option is at-
forms of finance (and by implication the-money.
the level of dividend paid).
3.4 Other 'greeks'
Theta (time)
Vega (volatility)
Rho (rate of interest)
222
1. Treasury management
Involves the management of liquidity, risk, funding and corporate finance.
2. Netting
Netting involves identifying amounts owed between subsidiaries of a company in different
foreign currencies. All foreign currency transactions are converted to a single common currency
and netted-off; reduces transaction fees and the time and cost of hedging inter-company
transactions.
3. Centralisation
This allows development of expertise, and for techniques such as matching and netting to be
applied.
4. Delta hedge
A delta hedge defines the number of options required.
For example the number of share options required = number of shares ÷ delta.
5. Gamma
Measure the impact of a change in delta of the underlying asset value.
6. Other 'greeks'
Other influences on option value include time (theta), interest rates (rho) and volatility (vega).
223
Question practice
Now complete try the questions below from the Further question practice bank (available in the digital
edition of the Workbook):
Q18 Treasury management
Q19 For4fore
Further reading
In Chapter 3 we recommended a useful Technical Article available on ACCA's website is called 'Risk
Management'. This article examines the potential for risk management to 'add value' and is written by a
member of the AFM examining team.
If you have not yet read this, we recommend you read it as part of your preparation for the AFM exam.
Research exercise
Use an internet search engine to identify treasury practices by searching for a company's annual report
and searching for treasury management within this. For example, Britvic's annual report is interesting, but
choose any company you are familiar with or are interested in.
224
Managing
currency risk
Learning objectives
Syllabus
Syllabus learning outcomes reference no.
 Discuss the operations of the derivatives market, including: E1(b) in part

– The relative advantages and disadvantages of exchange-traded vs OTC
agreements
– Key features, such as standard contracts, tick sizes, margin
requirements and margin trading
– The sources of basis risk and how it can be managed
 Assess the impact on a company to exposure in translation, transaction and E2(a)
economic risks and how these can be managed (translation and economic
risk are covered in Chapter 5)
 Evaluate, for a given hedging requirement, which of the following is the E2(b)
most appropriate strategy, given the nature of the underlying position
and the risk exposure:
– The use of the forward exchange market and the creation of a money
market hedge
– Synthetic foreign exchange agreements (SAFEs)
– Exchange-traded currency futures contracts
– Currency swaps (covered in the next chapter)
– FOREX swaps (covered in the next chapter)
– Currency options
Exam context
This chapter continues Section E of the syllabus: 'Treasury and advanced risk management
techniques'.
Every exam will have a question that has a focus on syllabus Section E, which is most
likely to focus mainly on Chapter 12 and/or Chapter 13.
This chapter focuses on currency risk management.
225
Chapter overview
Managing currency risk
1.1 Transaction risk 1 Currency quotations 1.2 Terminology
2 Brought-forward 3 Currency futures 4 Currency options

knowledge
2.1 Internal methods 3.1 Overview 4.1 OTC options
2.2 Forward contracts 3.2 Features of futures 4.2 Exchange-traded

contracts options vs OTC
2.3 Money market options
hedging 3.3 Steps in a futures
'hedge'
4.3 Exchange-traded
options: quotations
3.4 Ticks
4.4 Steps in an
3.5 Forecasting the exchange-traded
futures rate options hedge
3.6 Short-cut approach

to futures
calculations
3.7 Margins and

marking to market
3.8 Advantages and

disadvantages of
futures
226
12: Managing currency risk
1 Currency quotations
1.1 Transaction risk
The main focus of this chapter is transaction risk (the risk that changes in the exchange rate
adversely affect the value of foreign exchange transactions) and how this risk can be managed or
'hedged'.
The management of other currency-related risks (political, translation, economic) is also important but
these have been already been covered in Chapter 5 (which also considered reasons why exchange
rates change).
In this chapter we mainly deal with the £ (UK sterling) as the local or domestic currency and the A$
(dollars) as the foreign currency. Many countries use the $ as a currency (for example USA,
Australia, Canada) and the A$ is intended to be a generic reference to a $ based currency.
In exam questions the domestic and foreign currency could involve any combination of currencies.
1.1.1 Impact on exporters if local currency strengthens (foreign currency weakens)
£ strong or $ weak
UK exporters suffer if the dollar weakens

because their revenue is in dollars
1.1.2 Impact on importers if local currency weakens (foreign currency strengthens)
£ weak or $ strong
UK importers suffer if the dollar

strengthens because their costs are in
dollars
Activity 1: Introduction to transaction risk

The value of the pound sterling has decreased from 1.8 A$ to the £ to 1.5 A$ to the £.
Required
Calculate the impact of this on:
(a) A UK exporter due to receive A$360,000 from a foreign customer
(b) A UK importer due to pay A$360,000 to a foreign supplier
Solution
(a)
(b)
227
1.2 Terminology
1.2.1 Spot rate and spreads
A spot rate is the rate available if buying or selling a currency immediately.
By offering a different exchange rate to exporters and importers, a bank can make a profit on
the spread (ie the difference). Exchange rates are therefore often quoted as a spread.
Tutorial note
It is vital that you can identify which part of a spread will be offered to a company in an exam
question.
Illustration 1
1.9612–1.9618 A$ to the £
An importer will receive An exporter will pay

1.9612 A$ for every £ it 1.9618 A$ for every £ it
sells to the bank (to raise buys from the bank (in
$s needed to pay an invoice) exchange for the A$s
received from an export sale)
If you are unsure which part of a spread to use, remember that a company will always be offered the
worst rate by the bank.
1.2.2 Direct and indirect rates

In some countries, such as the UK, exchange rates are normally shown per unit of the domestic
currency ie per £ (as above). This is called an indirect quote because it does not immediately tell
you the value of a foreign currency.
In other countries it is more common for exchange rates to be quoted per unit of the foreign
currency, this is called a direct quote.
An exam question will normally make it clear which approach is being used but be aware that if an
exchange rate is quoted as a currency pair, eg 1.5 A$/£, then it is describing the value of the
currency on the right-hand side, ie the value of one £ in this example.
Illustration 2: Direct quote

In the previous illustration the exchange rates were quoted to the £, ie an indirect quote.
These rates can be converted so that they are per $ (ie direct quote) as follows: 1 ÷ 1.9612 =
0.5099, and 1 ÷ 1.9618 = 0.5097.
0.5097–0.5099 £ to the A$
An exporter receives An importer pays £0.5099

£0.5097 for every A$ it for every A$ it buys from
sells to the bank the bank
The interpretation of the spread is based on the same logic but the importer now uses the right-hand
side and the exporter the left-hand side.
Again, if you are unsure which part of a spread to use, remember that a company will always be
offered the worst rate for a specific transaction by the bank.
228
Activity 2: Interpreting spreads

Spot exchange rates are as follows:
1.9612–1.9618 A$ per £
0.8500–0.9000 £ per €
Required
(a) Calculate the receipts in £s for a UK company from a receipt of A$200,000.
(b) Calculate the cost in £s for a UK company of paying an invoice of €400,000.
Solution
(a)
(b)
2 Brought-forward knowledge
2.1 Internal methods
Simple techniques can be used within a company to eliminate some of the transaction risk it faces.
Wherever possible, a company that expects to have receipts in a foreign currency will net this off
against payments in the same currency before looking to lock into hedging arrangements. This is
called matching.
Matching payments against receipts will result in a single, smaller amount of currency to be hedged.
This will be cheaper than hedging each transaction separately.
Netting has already been considered in the previous chapters.
Essential reading
the Workbook, for a general discussion of these basic approaches.
2.2 Forward contracts

A contract with a bank covering a specific amount of foreign currency (FX) for delivery on a
specific future date at an exchange rate agreed now.
As with spot rates, a bank will quote a forward exchange rate as a (larger) spread, eg:
Forward rate 1.9600–1.9612 $ per £
Again, a company will always be offered the worst rate.
229
Activity 3: Forward contracts
The spot exchange rate on 30 January 20X7 is 1.9612–1.9618 A$ per £ and the 3-month forward
rate is 1.9600–1.9615 A$ per £.
Required
(a) Calculate the receipts from a $2 million sale, due to be received in three months' time if
forward rates are used.
(b) Calculate the cost of paying an invoice of $2 million in three months' time, if forward rates are
used.
Solution
(a)
(b)
Advantages of forward contracts Disadvantages of forward contracts
 Simple, no up-front transaction cost  Fixed date agreements (only apply on a

specific date)
 Available for many currencies, normally for  Rate quoted may be unattractive
more than one year ahead
2.3 Money market hedging

2.3.1 For exporters
Borrowing in the foreign currency allows an exporter to take their foreign currency revenue now, at
today's spot rate and thereby avoiding exchange rate risk. The foreign currency revenue will be
used to repay the loan when it is received.
2.3.2 For importers

Transferring an amount of money into an overseas bank account, at today's spot rate, that is
sufficient to repay the amount owed to the supplier in future allows an importer to avoid exchange
rate risk.
Essential reading
edition of the Workbook, for further discussion of forward contracts and money market hedges.
230
3 Currency futures
3.1 Overview
Like a forward, a futures contract is intended to fix the outcome of a transaction.
However, unlike forwards, this is achieved by entering into a futures contract that is separate from
the actual transaction and operates in such a way that if you make a loss in the spot market, you will
expect to make a profit in the futures market (and vice-versa).
Losses on Profits from Profits Losses on

actual futures from actual futures
transaction transaction
The gain or loss on a futures contract derives from future exchange rate movements – so futures are a
derivative.
3.2 Features of futures contracts

Currency futures are mainly available from the US markets such as the New York Board of Trade
(NYBOT) futures and options exchange.
 Each contract fixes the exchange rate on a large, standard amount of currency.
 Contracts normally expire at the end of each quarter (March, June, September and December)
but can be used on any date up to the expiry date.
 A smaller range of currencies are traded on the futures market compared to those available on
the forward market.
They fix the exchange rate for a set amount of currency for a specified time period.
Futures have less credit risk than forward contracts, as organised exchanges have clearing houses
that guarantee that all traders in the market will honour their obligations.
3.3 Steps in a futures 'hedge'

Step 1: Now
Contracts should be set in terms of buying or selling the futures contract currency –
choosing the closest standardised futures date after the transaction date.
Step 2: In the future

Complete the actual transaction on the spot market.
Step 3: At the same time as Step 2

Close out the futures contract by doing the opposite of what you did in Step 1.
Calculate net outcome.
231
3.4 Ticks
Tick: the smallest movement in the exchange rate, which is normally quoted on the futures market to
four decimal places.
Key term
If a futures contract (on a US market) is for £125,000 every 0.0001 movement will give a company
£125,000  0.0001 = $12.5 profit or loss. This is called the tick size: note this profit or loss
is in dollars.
If the futures exchange rate has moved in your favour by 0.0030 then this will be
30 ticks  $12.5 = $375 per contract.
Illustration 3: Futures hedging

Today is 31 December. Spandau plc anticipates that in two months' time it will need to pay for
purchases of $11 million. The exchange rates on 31 December are:
Spot rate: 1.9615 $ per £.
Futures rates:
March June
$ per £ – contract size £125,000 1.9556 1.9502
Required
Calculate the outcome of using a futures hedge in two months' time if the spot rate
is 1.9900 $ per £ and the futures rate is 1.9880 $ per £.
Solution
Step 1: Now (31 December)

Type of contract:
The contract currency is £s and Spandau will need to sell £s (to obtain the $s needed), so contracts
to sell are needed.
Date of contract:
The earliest futures expiry date after the transaction is March so this will be chosen.
Number of contracts:
The standard contract size is £125,000. At the March futures rate of 1.9556, the number of
contracts needed is $11m ÷ 1.9556 = £5,624,872. So the number of contracts needed is
£5,624,872/£125,000 = 45 contracts (rounding to the nearest whole contract)
So Spandau will need to enter into 45 March contracts to sell @ 1.9556
Step 2: End February

So $11m invoice will cost @ Feb spot rate 1.9900 = £5,527,638
This cost is lower because the £ has strengthened. This means that a loss is likely to be made on the
futures contract.

Close out the futures contract by buying £s back from the futures market.
31 Dec: contracts to sell £s at 1.9556
end Feb: contracts to buy £s at 1.9880
Difference 0.0324
232
A loss has been made as the buying price is above the selling price.
The loss can be quantified in one of two ways (either can be used):
1 0.0324  125,000  45 contracts = $182,250, or
2 $12.50  324 ticks  45 contracts = $182,250
Converting $182,250 into £s at February's spot rate = $182,250/1.9900 = £91,583 loss
So the net outcome from the futures hedge = £5,527,638 cost (Step 2) + £91,583
(Step 3) loss = £5,619,221.
Activity 4: Futures demonstration

Today is 31 December. Spandau plc anticipates that in four months' time it will have receipts of
$5.1 million; it has a policy of hedging 100% of its transaction risk in the month the transaction
arises.
The exchange rates on 31 December are:
Futures rates:
March June
Required
Calculate the outcome of the futures hedge in four months' time if the spot rate is
2.0000 $ per £ and the futures rate is 1.9962 $ per £.
Solution
233
3.5 Forecasting the futures rate
In the previous example the closing futures price (needed for Step 2) was given but in the exam
you may have to calculate it on the assumption that the difference between the spot price and
futures price (known as the 'basis') falls evenly over time.
Typical movement of futures price vs spot price through time:
Price
Spot
future Delivery
date
Time
We can use the assumption of a gradual reduction in the difference between the spot rate and the
futures rate over time to make a sensible estimated if the closing futures price.
Illustration 4: (continuation of Illustration 3)

Today is 31 December. Spandau plc anticipates that in two months' time it will need to pay for
purchases of $11 million. The exchange rates on 31 December are:
Futures rates:
March June
Required
Calculate the estimated March futures price in two months' time, assuming the spot rate at that point
is 1.9900 $ per £
Solution
Now (31 Dec)
March futures contract 1.9556
Spot rate 1.9615
Difference (basis)
Future – spot (0.0059)
Time difference 3 months (to expiry of March contract)
In two months' time (end February) there will only be one month to the expiry of the March future so
only one month of the basis should remain which is (0.0059)  1/3 = (0.0020) rounding to four
decimal places.
234
We can forecast the March future in two months' time as being the spot rate
of 1.9900 $ per £ less 0.0020 = 1.9880.
This was the closing futures price given in the previous illustration, and shows how it could be
calculated.
Note that if the forecast future spot rate is not given by a question, you can make a sensible
assumption eg assume that it will be the same as the forward rate.
3.5.1 Basis risk

There is risk that basis will not decrease in this predictable way. This is known as basis risk.
The futures price will change constantly as the market reacts to changes in expectations of exchange
rate movements. Generally, the spot rate and the futures price will move by a similar amount but not
in exactly the same way, and will tend to move in a similar direction. So, unlike a forward contract,
where the exchange rate is fixed, one does not know the precise end result when entering into a
futures contract – although any variations in the outcome are likely to be minor.
To manage basis risk it is important that the futures contract chosen is the one with the closest
maturity date after the actual transaction.

(Activity 4 continued).
Today is 31 December. The exchange rates on 31 December are:
Spot rate: $ per £ 1.9615
Futures rates:
March June
Required
Calculate the June futures rate in four months' time if the spot rate is 2.0000 $ per £.
Solution
235
3.6 Short-cut approach to futures calculations
The approach demonstrated helps you to understand the mechanics of the futures hedge and is
important if you are asked to show the full mechanics of the future calculation, ie what happens in
the spot market and what happens in the futures market.
However, many exam questions do not require this level of detailed analysis and
simply ask for an assessment of the overall outcome of using a futures hedge.
A quicker method is available which will deliver full marks if all that is required is to show the
overall outcome of a future's hedge.
Effective futures rate = opening future's rate – closing basis
Illustration 5: Short-cut approach

From Illustration 4, the closing basis was calculated as:
Today 31 Dec 28 Feb
March future 1.9556 1.9880
Spot 1.9615 1.9900 given
Basis –0.0059 –0.0020
The closing basis was then used to calculate the closing rate on the future's contract and an overall
net outcome of £5.619m from a payment of $11 million.
This can be thought of as an effective exchange rate of $11m/5.619m = 1.9576.
Using the quicker method we could calculate the outcome from the futures hedge with two pieces of
information: opening futures rate and closing basis.
Here the opening futures rate is 1.9556 and the closing basis is (0.0020).
So using the quick method we would forecast the effective futures rate as:
1.9556 – –0.0020 = 1.9576
This is the same answer as we had using the longer method but is much quicker because it
removes the need for any detailed analysis of the outcome of the futures hedge.
This is a better method to use in most exam questions.
236
Activity 6 (cont): Quicker method

The previous activity produced a net revenue of £2,610,375 from receipts of $5.1 million, ie an
effective exchange rate of $5.1m/£2.61m = 1.9540.
Required
Recalculate this outcome using the quick method.
Solution
3.7 Margins and marking to market

The futures exchange will demand an initial margin (a deposit) which is put into a client's 'margin
account'. Each day any profit or loss on the client's position (variation margin) is debited or
credited to this account so losses are not allowed to build up.
The process of settling the gains and losses on future contracts at the end of each trading day is
referred to as 'marking to market'. If losses are made that reduce the account below the
maintenance margin (the minimum balance) the investor will be required to restore the margin
account to its maintenance margin level.
237
Illustration 6: Marking to market
If, for example, a company has entered into a futures contract to buy £62,500 at a rate of GBP/USD
1.6246 (equivalent to $101,538) with an initial margin of $2,000 and a maintenance margin of
$1,500, then marking to market could work as shown in the following table:
Closing futures Sell Profit / Account
price £62,500 (loss) Pay in balance
$ $ $ $ $
2,000 2,000
Day 1 1.6350 102,188 650 – 2,650
Day 2 1.6200 101,250 (938) – 1,712
Day 3 1.6150 100,938 (312) 100 1,500
Profit on Day 1 is because if the contract were closed out it would be worth $102,188 compared to
its value of $101,538 at the start of the day ie a profit of $650. On the other days the value falls
and so losses are made.
On Day 3, because the account balance fell to $1,400, a further $100 had to be paid in to meet
the requirement for a maintenance margin of $1,500.
Marking to market, and the requirement for an initial margin, has liquidity implications for
companies and this is often given as the reason why other derivatives are preferable to the use of
futures contracts for hedging.
3.8 Advantages and disadvantages of futures
Advantage of futures Disadvantages of futures
 Flexible dates, ie a September futures can  Only available in large contract sizes and a
be used on any day up to the end of limited range of currencies
September
 Margin payments
 Basis may not fall in a linear way over time

(basis risk)
Essential reading
the Workbook, for further discussion of currency futures.
4 Currency options
We have already looked at options in earlier chapters.
Unlike forwards and futures, currency options protect against adverse exchange rate movements but
still allow a company to take advantage of favourable exchange rate movements.
Currency options: contracts giving the holder the right, but not the obligation, to buy (call) or sell
(put) a fixed amount of currency at a fixed rate in return for an upfront fee or premium.
Key term
Options are another derivative product.
238
4.1 Over-the-counter options (OTC)

Currency options can be purchased directly (over the counter) from a merchant bank; these options
are normally fixed date options (European options) which means that they can only be
exercised on a specific date.

It is 1 October. Z Co wishes to hedge the possible receipt of A$2 million from the sale of a foreign
subsidiary that it expects to be completed in December. The current spot rate is 1.4615 A$ per £.
A$2 million of December dollar OTC put options with an exercise price of A$1.47 can be bought
for a premium of £50,000.
Required
What will the outcome of the hedge be in each of the following scenarios?
(a) The spot exchange rate on 31 December is 1.50 A$ per £.
(b) The spot exchange rate on 31 December is 1.30 A$ per £.
(c) The sale of the subsidiary does not happen.
Solution
(a)
(b)
(c)
4.2 Exchange-traded options vs OTC options

Currency options are also available from the US exchanges markets such as the Philadelphia Stock
Exchange (PHLX).
Advantages vs OTC options Disadvantages vs OTC options
 Exchange-traded options cover a period of  Exchange-traded options are normally

time (American options); offered up to two years ahead; OTC options
OTC options are fixed date (European can be agreed for longer periods.
options).
 Exchange-traded options are tradable  Exchange-traded options are in standard

– so if they are not needed they can be sold contract sizes.
on.
239
4.3 Exchange-traded options: quotations
Call option – a right to buy (the option contract currency)
Put option – a right to sell (the option contract currency)
The prices of exchange traded options are normally quoted as a price per unit of the contract
currency as shown in the table below.
Call = right to buy £s (contract currency) Size of the contract
Exchange traded US$ per £ Options £31,250 (cents per £1)
Strike Calls Puts

price April May June April May June
1.2500 2.20 2.75 3.10 0.65 1.20 1.60
1.2750 0.88 1.45 1.85 1.70 2.40 2.85
1.3000 0.25 0.70 1.05 3.65 4.10 4.50
Price in cents per £1
Activity 8: Understanding of option pricing

Required
(a) Why is the cost of an April call at 1.2500 more expensive than an April call at 1.3000?
(b) Why is a May call option more expensive than an April call option?
Solution
(a)
(b)
240
4.4 Steps in an exchange-traded options hedge

Step 1: Now
Contracts should be selected in terms of buying or selling the option contract currency –
choosing the closest standardised options date after the transaction date and a logical exercise
price (eg cheapest or closest to current spot rate).
Assess any shortfall or surplus if option exercised (this can be covered with a forward contract).
Calculate the premium this must be paid immediately.

Calculate the outcome if the option is exercised (or whether the spot rate is better). If unsure assume
the option is exercised (this gives a worst case scenario since if the option is not exercised it
means that the spot rate is better).

Calculate the net position, taking into account the premium (step 1), and the outcome (step 2,
including any surplus or shortage if the option is exercised).
Illustration 7: Exchange-traded options

Vinnick, a US company, purchases goods from Santos, a Spanish company, on 15 May on
three months' credit for €600,000.
Vinnick is unsure in which direction exchange rates will move so has decided to buy options to
hedge the transaction at a rate of €0.7700 = $1.
The details for €10,000 options at 0.7700 are as follows.
Calls Puts
July August September July August September
2.55 3.57 4.01 1.25 2.31 2.90
The current spot rate is 0.7800.

Required
Calculate the dollar cost of the transaction assuming that the option is exercised.
Solution
Step 1 Set up the hedge
(a) Which contract date? August
(b) Put or call? Call – we need to buy euros (the contract currency)
(c) Which strike price? 0.7700 (given)
(d) How many contracts?
600,000
= 60 (no shortage or surplus)
10,000
Use August call figure of 3.57. Remember it has to be multiplied by 0.01 because it is
in cents.
Premium = (3.57  0.01)  contract size  number of contracts
Premium = 0.0357  10,000  60 = $21,420
241
Step 2 Outcome
Options market outcome
60 contracts  €10,000
Outcome of options position €600,000
No surplus or
shortfall
Step 3 Net outcome

$
Options position (600,000/0.77) (779,221)
Premium (21,420)
(800,641)
Activity 9: Exchange-traded options

Today is 31 December, the spot rate is 1.2653 US$ per £. XP plc anticipates that in four months'
time it will need to make purchases of $5 million and in six months' time it will have receipts of
$2 million.
Options prices are quoted in Section 4.3 – assume that XP plc will take out an option at a rate
closest to the spot rate, ie 1.2750 US$ per £.
Required
(a) Calculate the outcome of the four-month hedge (import).
(b) Calculate the outcome of the six-month hedge (export).
Illustrate the outcome if the option is exercised in both cases.
Assume the forward rate for four months is $1.25 per £, and for six months is $1.3 per £.
Solution
242
Activity 10: Further practice

It is now 28 February and the treasury department of Smart Co, a quoted UK company, faces a
problem. At the end of May the treasury department may need to advance to Smart Co's US
subsidiary the amount of $15,000,000. This depends on whether the subsidiary is successful in
winning a franchise. The department's view is that the US dollar will strengthen over the next few
months, and it believes that a currency hedge would be sensible.
The following data is relevant.
Exchange rates US$/£
28 Feb spot 1.4461–1.4492
Three months forward 1.4310–1.4351
Futures market contract prices
Sterling £62,500 contracts:
March contract 1.4440
June contract 1.4302
Currency options:
Sterling £31,250 contracts (cents per £)
Calls Puts
Exercise price June June
$1.400/£ 3.40 0.38
$1.425/£ 1.20 0.68
$1.450/£ 0.40 2.38
243
Required
(a) Explain the relative merits of forward currency contracts, currency futures contracts and
currency options as instruments for hedging in the given situation.
(b) Assuming the franchise is won, illustrate the results of using forward, future and option
currency hedges if the US$/£ spot exchange rate at the end of May is 1.3540.
Solution
244
One of the optional performance objectives in your PER is to advise on managing or using
instruments or techniques to manage financial risk. This chapter has focused on a range of
PER alert
techniques for managing exchange rate risk, which is an aspect of financial risk.
245
Chapter summary
Managing currency risk
1.1 Transaction risk 1 Currency quotations 1.2 Terminology
Risk of exchange rate movements Company will be offered the worst

damaging the value of foreign part of the spread.
currency transactions. Indirect and direct quotes.
2 Brought-forward 3 Currency futures 4 Currency options

knowledge
3.1 Overview 4.1 OTC options

2.1 Internal methods
Aims to fix the exchange rate Optional but fixed date
For example, matching and netting Notional agreement

Pays compensation if losses are
4.2 Exchange traded
made on actual transactions
options
2.2 Forward contracts
Standard amounts, flexible dates
3.2 Features of futures
Over-the-counter agreement, fixed date
contracts
and rate
Flexible dates 4.3 Exchange traded
option quotations
Limited range of currencies
2.3 Money market hedging
Standard amounts
Prices quoted as cents per unit
Exchange traded, lower of contract currency
Borrowing in foreign currency to default risk
manage foreign currency
receivables
4.4 Steps in exchange
Investing in a foreign currency
3.3 Steps in a futures traded options hedge
manage foreign payables
hedge
1 Set up type, number and date of 1 Set up type, number and
futures contracts date of options contracts
2 Actual transaction at spot rate 2 Actual transaction at spot
rate or option
3 Close out future and net off
3 Net off including premium,
shortfall/surplus
246
3.4 Ticks
Smallest movement in a
futures rate
3.5 Forecasting the

futures exchange rate
Using basis (futures rate – spot rate)

Basis risk.
3.6 Short-cut approach

to futures calculations
Opening futures rate – closing basis
3.7 Margins and

marking to market
Initial deposit
Variation margin
Maintenance margin
3.8 Advantages and

disadvantages of
futures
Flexible dates
Limited range of currencies, margins
247
1. Direct quote
This means that an exchange rate is quoted to one unit of the foreign currency.
2. Indirect quote
This means that an exchange rate is quoted to one unit of the domestic currency.
3. Basis
The difference between the future and the spot rate. This is used to forecast the closing futures
rate on the assumption that basis decreases in a linear way over time.
4. Basis risk
This is the risk that basis does not decrease in a linear way over time.
5. OTC options
Fixed-date options offered by banks.
6. Exchange-traded options
Flexible dates, offered by exchanges.
248
Question practice
Q20 Fidden plc
Q21 Curropt plc
249
250
Managing interest
rate risk
Learning objectives
Syllabus
Syllabus learning outcomes reference no.
 Evaluate, for a given hedging requirement, which of the following is most E3(a)
appropriate given the nature of the underlying position and the risk
exposure:
– Forward rate agreements
– Interest rate futures
– Interest rate swaps (and currency swaps from E2(b))
– Interest rate options
Exam context
This chapter completes Section E of the syllabus: 'Treasury and advanced risk management
techniques'.
Every exam will have a question that has a focus on syllabus Section E, which is most
likely to focus mainly on Chapter 12 and/or Chapter 13.
This chapter focuses on interest rate risk management.
251
Chapter overview
Managing interest rate risk
1 Interest rate risk
2 Forward rate 3 Interest rate futures – 4 Interest rate options –

agreements – fixing fixing the interest rate cap the interest rate
the rate
3.1 Types of futures
contract 4.1 Exchange-traded
interest rate options
3.2 Quotation of futures 4.2 Steps in an

prices exchange-traded
options hedge
3.3 Steps in a futures

'hedge' 4.3 Advantages and
disadvantages of
exchange-traded
3.4 Advantages and interest rate options
disadvantages of
futures
4.4 Interest rate collars
4.5 OTC options
5 Swaps
5.1. Interest rate swaps
5.2 Valuing interest

rate swaps
5.3 Currency swaps
252
13: Managing interest rate risk

Interest rate risk is faced by both borrowers and lenders. It is the risk that the interest rate will move in
such a way so as to cost a company, or an individual, money.
For a borrower the risk is

that interest rates rise
For an investor the risk is that

the interest rate falls
Note that a borrower will benefit from an interest rate fall and an investor (or lender) will benefit from
an interest rate increase.
From the perspective of a company borrowing money, interest rate risk can be managed by
'smoothing', ie using a prudent mix of fixed and floating rate finance. If the company is risk averse
or expects interest rates to rise, then the emphasis will be on using fixed rate finance.
If, however, a major loan (or investment) is being planned in the future, then the risk is harder to
manage; this is shown below:
Now 3 months' time
Plan to take out a $5 million Take out $5 million loan; by this time rates
loan in three months' time (even fixed rates) may have risen
This risk (for a borrower or an investor) can be managed by a variety of interest rate derivatives;
these techniques can achieve one of two outcomes.
Fix the rate of interest Cap the rate of interest
Forward rate agreements, futures Options
Finally, swaps can be used to adjust the mix of fixed and variable rate and the currency of the
finance.
Essential reading
the Workbook, for a general introduction to interest rate risk.
2 Forward rate agreements (FRAs) – fixing the rate
Forward rate agreement: a contract with a bank to receive or pay interest at a

pre-determined interest rate on a notional amount over a fixed period in the future.
Key term
Like a currency forward, an FRA effectively fixes the rate. Unlike a currency forward, the FRA is a
separate transaction, and is structured to create a fixed outcome by counterbalancing the impact that
interest rate movements have on the actual transaction (ie a loan or an investment).
253
Quotation of forward rates
$5m 3–9 FRA at 5%
Size of loan Start & end month Base rate guaranteed
An FRA is over-the-counter agreement with an investment bank, it is separate from actual transaction
allows a company to borrow (or invest) at a future date at the best rate available at that time.
Advantages of forward rates Disadvantages of forward rates
 Simpler than other derivative agreements  Fixed date agreements (the term of a 3–9
FRA is fixed in the FRA contract)
 Normally free, always cheap (in terms of  Rate quoted may be unattractive
arrangement fees)
 Tailored to the company's precise  Higher default risk than an exchange-based

requirements (in terms of amount of cover derivative
needed).
Illustration 1
Altrak Co is planning to take out a six-month fixed rate loan of $5 million in three months' time. It is
concerned about the base rate (LIBOR) rising above its current level of 5.25% per annum. Altrak has
been offered a 3–9 FRA at 5.5%.
Altrak can borrow at about 1% above the base rate.
Required
Advise Altrak of the likely outcome if in three months' time the base rate rises to 5.75%.
Solution
FRA outcome
Bank pays compensation because interest rates have risen compared to the 5.5% that is fixed in the
FRA.
The bank will therefore pay 5.75% – 5.5% = 0.25% to Altrak
In $s this is:
0.25 ÷ 100  $5m  6months (term of loan) ÷ 12 months (interest rate is annual) = $6,250
Actual loan
Altrak borrows at the best rate available, eg 5.75 + 1 = 6.75%
In $s this is 6.75 ÷ 100  $5m  6months ÷ 12 months = $168,750
Net outcome
Net costs = 6.75% – 0.25% = 6.5%
In $s this is $168,750 – $6,250 = $162,500
254

Altrak Co is planning to take out a six-month fixed rate loan of $5 million in three months' time. It is
concerned about the base rate (LIBOR) rising above its current level of 5.25% per annum. Altrak has
been offered a 3–9 FRA at 5.5%.
Altrak can borrow at about 1% above the base rate.
Required
Advise Altrak of the likely outcome if in three months' time the base rate falls to 4.5%.
Solution
FRA outcome
Actual loan
Net outcome
Note that this is the same outcome whether interest rates rise or fall; an FRA fixes the company's
borrowing costs.
3 Interest rate futures – fixing the interest rate

Futures contracts were used in the previous chapter to hedge currency. The points made in that
chapter about the general features of futures including standardised dates and amounts, margins and
marking to market all apply to interest rate futures.
A key difference from currency futures is that interest rate futures have a standardised period of
three months. This means that a company that is intending to borrow for, say, a six-month term and
is worried about interest rates rising will only receive compensation from an interest rate future as if it
has borrowed for three months (the standard term of the future). As a result two three-month contracts
will be needed to cover a six-month loan.
255
Like FRAs, interest rate futures allow the 'fixing' of an interest rate.
Losses on Profits Profits Losses on

actual from from actual futures
transaction futures transaction
Interest rate future: an agreement with an exchange to pay or receive interest at

a pre-determined rate on a standard notional amount over a fixed standard period (usually
Key term
three months) in the future.
3.1 Types of futures contract

A company with a cash surplus over a period of time in the future will be worried about interest
rates falling; a futures contract to receive interest is needed, this is a contract to buy (so called
because buying assets results in interest being received).
A company needing to borrow money in future will be worried about interest rates rising; this
requires a futures contract to pay interest, this is a contract to sell (borrowers would sell bonds,
which creates an obligation to pay interest).
Companies that will have a cash flow surplus require contracts to buy.
Key term Companies which will borrow require contracts to sell.
3.2 Quotation of futures contracts

Futures prices are quoted as follows:
December 94.75 March 94.65 June 94.55
The dates refer to the date at which the future expires eg a December future can be used at any time
during the year until it expires at the end of December.
The price is in fact an interest rate if it is subtracted from 100, as follows:
December 100 – 94.75 = 5.25%
March 100 – 94.65 = 5.35%
June 100 – 94.55 = 5.45%
The easiest way of interpreting interest rate futures is to convert them into percentages and this
is the method adopted in this chapter.
256
3.3 Steps in a futures 'hedge'

Step 1: Now Contracts should be set in terms of buying or selling
interest – choosing the closest standardised futures date
after the loan begins, and adjusting for the term of the
loan compared to the three-month standard term
of an interest rate future
Step 2: In the future Complete the actual transaction on the spot market.
Step 3: At the same time as Step 2 Close out the futures contract by doing the opposite of
what you did in Step 1.
Illustration 2
Altrak (see Illustration 1) is considering using the futures market.
It is 1 December, and an exchange is quoting the following prices for a standard $500,000 three-
month contract. Contracts expire at the end of the relevant month. LIBOR is 5.25%.
Prices are as follows:
December 94.75 = 5.25% March 94.65 = 5.35% June 94.55 = 5.45%
Required
Illustrate the outcome of a futures hedge, assuming that a loan is taken out at LIBOR +1% fixed at the
start of the loan and that LIBOR is 5.75% on 1 March.
Note. It is quicker to leave your answer in %, and to convert into $s as a final step.
Solution
Step 1: On 1 December
Contracts to sell are required as Altrak is borrowing.
6  term of loan
= $5m loan ÷ $0.5m contract size  = 20 contracts
3  standard term of future 
Date:
Cover is required until the loan begins because it is the interest rate at this point that determines the
risk (assuming the loan taken out is at a fixed rate, interest rate changes after the loan is taken out do
not have any effect on loan repayments).
Therefore a March future at 5.35% (which covers the start of the loan on 1 March) is required.
Altrak should enter into 20 March futures (to sell) at 5.35%.
Step 2: 1 March
Take out the actual loan: Altrak will borrow at LIBOR + 1% so this is 5.75 + 1 = 6.75%
257
Step 3: 1 March
Forecasting the futures price on 1 March (as for currency futures)
Now to 1 Dec 1 March

March future 5.35
LIBOR 5.25
Basis 0.10  1/4 = 0.03
4 months of time 1 month remaining
until end of future
The March future rate is forecast to be 0.03% (or 3 basis points, where 0.01% = 1 basis point)
above LIBOR on 1 March, so if LIBOR is 5.75% the future price should be 5.75 + 0.03 = 5.78%
1 Dec contract to pay interest at 5.35%
1 March contract to buy receive interest at 5.78%
Difference 0.43%
This is profit as interest is received at a higher rate than it is paid; this net amount acts as
compensation for interest rates rising.
As a percentage this is 6.75% (Step 2) minus 0.43% (Step 3) = 6.32%
In $s this is 0.0632  $5 million  6 months (term of loan) ÷ 12 months (interest rates are in annual
terms) = $158,000
This is a better outcome than the FRA in Illustration 1.

Altrak (see Activity 1) is considering using the futures market. It is 1 December, and an exchange is
quoting the following prices for a standard $500,000 three-month contract. Contracts expire at the
end of the relevant month. LIBOR is 5.25%.
Prices are quoted at (100 – annual yield) in basis points, as follows:
December 94.75 March 94.65 June 94.55
Required
Illustrate the outcome of a futures hedge, assuming that a loan is taken out at LIBOR +1% fixed at the
start of the loan and that LIBOR is 4.50% on 1 March.
Note. It is quicker to leave your answer in %, and to convert into £s as a final step.
Solution
258
3.4 Advantages and disadvantage of futures
Advantage of futures Disadvantages of futures
 Flexible dates, ie a September future can be  Only available in large contract sizes
used on any day until the end of September
 Lower credit risk because exchange-traded  Margin may need to be topped up on a

daily basis to cover expected losses
 Basis may not fall in a linear way over time

(basis risk)
4 Interest rate options – cap the interest rate
4.1 Exchange-traded interest rate options

The mechanics of exchange-traded interest options are not similar to exchange-traded currency
options that were covered in the previous chapter.
In fact exchange-traded interest rate options are the same as interest rate futures contracts except that
they only ever pay compensation, they never incur losses.
For this reason, exchange-traded interest rate options are often called 'options on futures'.
A key difference from interest rate futures is that exchange-traded interest options involve the
payment of a premium.
Exchange-traded interest rate option: an agreement with an exchange to pay or receive

interest at a pre-determined rate on a standard notional amount over a fixed standard period
Key term
(usually three months) in the future.
These are two types of option contract, calls and puts.
Put option: an option to pay interest at a pre-determined rate on a standard notional amount
Key term
over a fixed period in the future.
Call option: an option to receive interest at a pre-determined rate on a standard notional
amount over a fixed period in the future.
 Call option – a right to buy (receive interest)

 Put option – a right to sell (Pay interest)
259
4.2 Steps in an exchange-traded options hedge
The steps are almost identical to the futures hedge, the differences are in bold.
Step 1: Now Contracts should be set in terms of call or put options – choosing the closest
standardised option date after the loan begins, and adjusting for the term of the
loan compared to the three-month standard term of an interest rate future.
Pay a premium for the option.

Step 2: In Complete the actual transaction on the spot market.
the future
Step 3: At Close out the options contract on the futures market by doing the
the same time opposite of what you did in Step 1 but only if the option makes a profit
as step 2
Illustration 3
Altrak is considering using the options market. It is 1 December, and the exchange is quoting the
following prices for a standard $500,000 three-month contract. Contracts expire at the end of the
relevant month. LIBOR is 5.25%.
This the interest rate when This the premium as a %

subtracted from 100
Strike Calls Puts

price March June March June
94.35 0.018 0.025 0.125 0.140
94.55 0.010 0.012 0.245 0.248
Required
Illustrate an option hedge at 5.45% (the rate closest to the current spot rate implying a strike price of
100 – 5.45 = 94.55), assuming a loan is taken out at LIBOR +1% and LIBOR on 1 March is 5.75%.
Solution
Put options are required as Altrak is borrowing.
6  term of loan
3  standard term of future 
Date: as for futures, cover is required until the loan begins.

Altrak should enter into 20 March put options (to sell) at 5.45%.
A premium of 0.245% is paid.
Step 2: 1 March
Complete the actual loan: Altrak will borrow at LIBOR + 1% so this is 5.75 + 1 = 6.75%
260
Step 3: 1 March
Forecasting the futures price on 1 March (as for interest rate futures)

March future 5.35
LIBOR 5.25
Basis 0.10  1/4 = 0.03
until end of future
The March future rate is forecast to be 0.03% above LIBOR on 1 March, so if LIBOR is 5.75% the
future price should be 5.75 + 0.03 = 5.78%
Close out the options by doing the opposite of what you did in Step 1 (if a profit is made).
1 Dec put options to pay interest at 5.45%
Difference 0.33%
Opting to pay interest at 5.45% and receive interest at 5.78% gives a profit of 0.33%. This is paid
to Altrak by the exchange as compensation for interest rates rising.
Calculate net outcome
As a percentage this is 0.245% (Step 1) + 6.75% (Step 2) minus 0.33% (Step 3) = 6.665%
terms) = $166,250.
This is a worse outcome than the FRA or the future as shown in Illustrations 1 and 2. This is due
to the cost of the options (the premium), but if interest rates fall then the result of the options hedge
will improve (but the forward and futures hedge both result in a fixed outcome and will not improve if
interest rates fall).

Strike Calls Puts

price March June March June
94.35 0.018 0.025 0.125 0.140
94.55 0.010 0.012 0.245 0.248
Required
Illustrate an option hedge at 5.45%, again assuming a loan is taken out at LIBOR +1% and LIBOR on
1 March is 4.50%
Solution
261
4.3 Advantages and disadvantages of exchange traded interest rate
options
Advantages of options Disadvantages of options
 Flexible dates (like a future)  Only available in large contract sizes
 Allow a company to take advantage of  Can be expensive due to the requirement to

favourable movements in interest rates. pay an up-front premium.
 Useful for uncertain transactions, can be

sold if not needed
4.4 Interest rate collars

A company can write and sell options to raise revenue to reduce the expense of an exchange traded
interest rate options.
A combined strategy of buying and selling options is called a collar.
For a borrower a collar will involve buying a put option to cap the cost of borrowing and selling
a call option at a lower rate to establish a floor (the borrower will not benefit if interest rates fall
below this level).
If interest rates rise the borrower is protected by the cap.
If interest rates fall the borrower will benefit until the interest rate falls to the level of the floor. If
interest rates fall below this then the borrower will have to pay compensation to the purchaser of the
call option.
This is illustrated below.
Loan rate Cap – buy a put, expensive

%
Collar
Floor – sell a call, receive a premium
% Market interest rate
262
For an investor a collar will involve buying a call option to establish a floor for the interest
rate and selling a put option at a higher rate to establish a cap (the investor will not benefit if
interest rates rise above this level).
If interest rates fall the investor is protected by the floor.
If interest rates rise the investor will benefit until the interest rate rises to the level of the cap. If interest
rates rise above this then the investor will have to pay compensation to the purchaser of the put
option.
Illustration 4
Strike Calls Puts

Price March June March June
94.35 0.018 0.025 0.125 0.140
94.55 0.010 0.012 0.245 0.248
94.75 0.008 0.010 0.490 0.492
Required
Illustrate the outcome of a collar with a put at 5.45% and the call at 5.25% if LIBOR in three months
is 5.75%
Solution
Number of contracts: as before = 20 contracts
Date: as before, March.
Altrak should enter into 20 March put options (to sell) at 5.45% and sell 20 March call options
at 5.25%.
A net premium of 0.245% – 0.008% = 0.237% is paid.
Step 2: 1 March
Step 3: 1 March
As before, the March future rate is forecast to be 0.03% above LIBOR on 1 March, so if LIBOR is
5.75% the future price should be 5.75 + 0.03 = 5.78%
Difference 0.33%
Call options will not be exercised by the holder as interest rates have risen
As a percentage this is 0.237% (Step 1) + 6.75% (Step 2) minus 0.33% (Step 3) = 6.657%
263
This is cheaper than simply buying put options if interest rates rise.
Activity 3 continued – Altrak's FD considers the options market to be too expensive.

Required
Illustrate the outcome of a collar with a put at 5.45% and the call at 5.25% if LIBOR in three months
is 4.50%
Solution
Step 1 is unchanged, so only complete Steps 2 and 3.
4.5 Over-the-counter options

Options are also available directly from a bank. These are tailored to the precise loan size and
timing required by a company, but will be more expensive and cannot be sold on if not needed.
5 Swaps
A swap is where two counterparties agree to pay each other's interest payments. This may be in the
same currency (an interest rate swap) or in different currencies (a currency swap).
5.1 Interest rate swaps

Swaps enable a company to:
(a) Manage interest rate risk – for example, by swapping some of its existing variable rate
finance into fixed rate finance a company can protect itself against interest rate rises; this may
be cheaper than refinancing the original debt (which may involve redemption fees for early
repayment and issues costs on new debt).
264
(b) Reduce borrowing costs – by taking out a loan in a market where they have a
comparative interest rate advantage.
Usually a bank will organise the swap to remove the need for counterparties to find each
other and to remove default risk.
Tutorial note
A useful approach to adopt in an exam for a swap organised by a bank is to assume – unless told
otherwise – that the variable interest rate payment is at LIBOR. This is what normally happens in
reality.
Illustration 5
Altrak is interested in the idea of using a swap arrangement to create a fixed rate for a long-term
loan of $20 million that is also being arranged. The swap will be organised and underwritten by a
bank which has found another company (Company A) willing to participate in a swap arrangement;
the merchant bank will charge a fee of 0.20% to both companies.
Company A is a retailer with low levels of gearing; it has reviewed its balance of existing fixed and
variable rate finance and wants to increase its exposure to variable rate finance.
The borrowing rates available to Altrak and to Company A are:
Altrak Company A
Fixed 6.50% 5.55%
Variable LIBOR + 1.00% LIBOR + 0.75%
Required
(a) Explain why Altrak wants a fixed rate loan at the same time as Company A wants a variable
rate.
(b) Identify whether a swap could be organised to the benefit of both companies.
(c) If so, identify the reason(s) for this.
Solution
(a) Altrak could have
(i) Different expectations about the future direction of interest rates.
(ii) A different attitude to risk – Altrak's business risk or financial risk could be higher.
(b) Step 1 – assess potential for gain from swap
265
Altrak Company A Difference
Fixed 6.50% 5.55% 0.95%

Company A cheaper
Variable LIBOR + LIBOR + 0.25%

1.00% 0.75% Company A cheaper
Difference of differences
= 0.95% – 0.25% = 0.70%
If a swap uses company A's comparative advantage in fixed rate finance, as is suggested here,
then a gain of 0.70% (before fees) is available. This falls to 0.70 – (2 × 0.20%) = 0.30% after
fees. If this is split evenly it gives a gain of 0.15% to each party.
Step 2 – swap, variable rate at LIBOR, designed to splitting gain 50:50, ie
0.15% each
Position if no swap 6.50% LIBOR + 0.75%
Altrak Company A
Actual loan LIBOR + 1 % 5.55%
Fees 0.20% 0.20%
Swap: variable (LIBOR) LIBOR
Swap: fixed* 5.15% (5.15%)
6.35% LIBOR + 0.60%

0.15% gain vs no swap 0.15% gain
* The fixed rate is a balancing figure designed to give the required gain to each party.
(c) The swap has worked by using Company A's access to cheap fixed rate finance to drive down
finance costs. In addition it will have saved Company A the costs of redeeming fixed rate
finance and organising new variable rate finance.
Activity 5: Swap example

Company A is investigating the possibility of an interest rate swap.
A bank would charge 0.1% fees to both parties for organising the swap.
Company A Company B
Fixed 8.00% 7.00%
Variable LIBOR + 1.00% LIBOR – 1.00%
Required
Show how a swap could benefit both companies.
266
Solution
5.1.1 Swaps as a spread

Where a bank is operating as a middle-man in an interest rate swap, it will set up the swap by
identifying the swap partners, and will set up the two legs of the swap (ie fixed and variable) so that
the companies involved are entering into contracts with the bank and not directly with each other.
This helps to minimise default risk.
Using the two companies from Illustration 5, the role of the bank can be illustrated as:
Altrak Company A
receives LIBOR pay LIBOR

Bank
pays fixed rate receives fixed rate
267
Because the variable rate of a swap can be assumed to be at LIBOR (unless otherwise stated
in a question) then all the bank has to establish is the rate to apply to the fixed rate leg of the
deal.
The fixed rate can then be quoted by the bank as a spread, for example:
4.95%–5.35%
The lower rate of 4.95% The higher rate of 5.35% is

(sometimes called the bid sometimes called the offer price
price) is the rate a bank or ask price; it is the rate the
will pay on the fixed rate bank will receive on the fixed
leg. leg part of a swap.
The bank makes its profit from the swap from the difference between these rates. Here the profit is
5.35 – 4.95 = 0.40%. This is another way of showing the fee of 0.2% to each company (0.40% in
total) that is mentioned in Illustration 5.
If bid and ask prices are quoted like this then interest rate swap questions become simpler.
Illustration 6
This example draws from the scenario set up in Illustration 5 but presents the information relating to
the swap in a different way.
Altrak is interested in using a swap to create a fixed rate for a loan of $20m. The swap will be
organised and underwritten by a merchant bank.
The rate being quoted by the bank is 4.95%–5.35%.
The borrowing rates available to Altrak are:
Altrak
Fixed 6.50%
Variable LIBOR + 1.00%
Required
Calculate the net gain to Altrak from the swap.
Solution
Altrak
borrows at a variable rate LIBOR + 1%
Impact of the swap

Altrak
receives variable % (LIBOR)
pays fixed % 5.35%*
Total costs = 6.35%

Potential gain (vs 6.5%) = 0.15%
* This is rate received by the bank, and is the higher of the two rates offered in the spread.
This is the same outcome as Illustration 5.
268
Note that the other company involved in the swap will receive 4.95% on their fixed leg of the swap
(the bank pays the lower of the two rates offered in the spread).
5.2 Valuing interest rate swaps

An interest rate swap can also be valued as the NPV of the net cash flows under the swap.
At the start of the swap the swap contract is designed to give an NPV of zero based on the current
FRA rates (remember a zero NPV means that a project is delivering exactly the return required).
Illustration 7
Annual spot rates (from the yield curve) available to Steiner Co for the next three years are as
follows:
One year Two years Three years
3.00% 4.10% 4.90%
This means that if Steiner wants to borrow for two years (for example) it will able to borrow at
annualised rate of 4.1% per year for the two-year period.
Forward rates can be calculated from this data, as follows:
If Steiner wanted to have a FRA for one year this would be 3.0% (as above).
If Steiner wanted to have a FRA starting at the end of Year 1 and ending a year later this would be
calculated by comparing the borrowing costs for two years to the borrowing costs for one year, ie:
2
1.041
– 1= 0.0521= 5.21%
1.03
If Steiner wanted to have a FRA starting at the end of Year 2 and ending a year later this would be
calculated by comparing borrowing costs for three years to the borrowing costs for two years, ie:
3
1.049
2
–1= 0.0652 = 6.52%
1.041
Activity 6: Swap valuation

Annual spot rates (from the yield curve) available to Steiner Co for the next three years are as
follows:
3.00% 4.10% 4.90%
This means that if Steiner wants to borrow for two years (for example) it will able to borrow at
annualised rate of 4.1% per year for the two-year period.
Forward rates have been calculated from this data (as shown in the previous illustration), as
follows:
FRA for year two: 3.00%
FRA for year two: 5.21%
FRA for year three: 6.52%
Steiner Co has $100 million of variable rate borrowings repayable in three years' time and is
concerned about interest rates rising.
269
A variable – fixed swap deal is being negotiated with a bank. This will be based on paying the bank
a fixed rate over the three-year period in exchange for a variable rate less 0.50%.
Required
Estimate the fixed rate that will be paid as part of the swap.
Solution
5.3 Currency swaps

Currency swaps enable a company to:
(a) Manage currency risk – by swapping some of its existing or new domestic debt into
foreign currency debt a company can match foreign currency cash inflows and assets to
costs/liabilities in the same currency.
(b) Reduce borrowing costs – by taking out a loan in a (domestic) market where they have a
comparative interest rate advantage.
Currency swaps are similar to interest rate swaps but normally involve the actual transfer of the
funds that have been borrowed (the initial capital is swapped at the start and then back at the
end to repay the original loans).
Illustration 8
Altrak Co intends to purchase a European company for €90 million with euro debt finance. Franco is
a European company that is setting up operations in the US and wants to use $ debt finance. A bank
has indicated that it can organise a swap for a fee of 0.2% to each party.
The principal amount will be exchanged and re-exchanged at the start and end of the swap. The
exchange of principal will be at the rate of €0.90 to the $.
Variable rates Altrak Franco
$% 6.25% 7.25%
€% 4.50% 5.00%
270
Required
Estimate the gain or loss in % to both Altrak and Franco from entering into this swap.
Solution
Step 1 – assess potential for gain from swap
Altrak Franco Difference
$% 6.25% 7.25% 1.00%
Altrak 1% cheaper
€% 4.50% 5.00% 0.50%
Altrak 0.5% cheaper
= 1.00% – 0.50% = 0.50%
If a swap uses Altrak's comparative advantage in $ finance, as is suggested here, then a gain of
0.50% (before fees) is available. This falls to 0.5 – (2  0.20%) = 0.1% after fees. If this is split
evenly it gives a gain of 0.05% to each party.
Step 2 – swap, variable rate at LIBOR, designed to splitting gain 50:50, ie 0.05%
each
Position if no swap 4.50% in 7.25% in dollars
euros
Altrak Franco
Actual loan 6.25% 5.00%
Fees 0.20% 0.20%
Swap: variable (6.25)% 6.25%
Swap: fixed* 4.25% (4.25%)
4.45% 7.20%
* The fixed rate is used a balancing figure designed to give the required gain to each party, other
solutions are possible here as long as both companies gain by 0.05%.
5.3.1 Valuing a currency swap

A currency swap can be valued as the NPV of the net cash flows under the swap.

Steiner plc has a ten-year fixed rate loan of €8.8 million, which pays 5% p.a. interest at the end of
each six-month period. The company is concerned about the risk of the euro strengthening against
the pound over the next two years and is considering whether to use a currency swap or forward
rates.
The available forward rates are (in terms of euros to the pound):
6 months 12 months 18 months 24 months
€1.201 to the £ €1.203 to the £ €1.205 to the £ €1.206 to the £
UK LIBOR is as follows:
6 months 12 months 18 months 24 months
3.25% 3.45% 3.50% 3.52%
The swap currently being proposed is €1.2032 to the £.
271
Required
(a) Estimate the present value of the gain or loss in £m from entering into this swap.
(b) Estimate the swap rate that would make it competitive with the use of forward rates.
Note. Use six-month time periods for the NPV analysis.
Solution
5.3.2 Swaptions
A 'swaption' is an option to enter into a swap in return for an up-front premium. For example, if there
was any uncertainty over the proposed acquisition in the previous Activity, then a swaption could be
used.
5.3.3 FOREX swaps
One of the optional performance objectives in your PER is to advise on using instruments or
techniques to manage financial risk. This chapter has looked at interest rate risk, which is an aspect
PER alert
of financial risk.
FOREX swap: a short-term swap made up of a spot transaction and a forward transaction which
allows a company to obtain foreign currency for a short time period (usually within a week) and then
Key term
to swap back into the domestic currency a short-time later at a known (forward) rate.
A FOREX swap is useful for hedging because it allows companies to shift temporarily into or out of
one currency in exchange for a second currency without incurring the exchange rate risk of holding
an open position in the currency they temporarily hold.
Illustration 9
An example of a FOREX swap is where an American company has a surplus cash balance in euros
which is not required for any transactions in the next week.
If this company knows that they need to pay their manufacturers in US dollars in one week's time
they could:
1 Sell some euros at the spot rate and buy US dollars to cover this expense
2 Then in one week buy euros and sell dollars to replenish their cash balance in euros
However, this exposes the company to transaction risk.
This can be avoided by:
1 Sell some euros at the spot rate and buy US dollars to cover this expense
2 At the same time arrange a forward contract to sell dollars for euros in one week
This combination of a simultaneous forward and spot transaction is called a FOREX swap.
272
Chapter summary
Managing interest rate risk
Both for borrowers and investors

Smoothing is a simple method
Risk on planned transactions is harder
to manage
2 Forward rate 3 Interest rate futures – 4 Interest rate options –

agreements – fixing the interest rate cap the interest rate
fixing the rate
Notional OTC agreement Standardised three-month agreements

Fixes the interest rate
4.1 Exchange-traded
interest rate options
3.1 Types of futures
Standard amounts, flexible dates
contracts
Borrower: contract to sell

Investor: contract to buy 4.2 Steps in exchange-
traded interest options
hedge
3.2 Quotation of futures
1 Set up type, number and
Interest rate = 100 – quoted price date of options contracts and
premium
2 Actual transaction at spot
3.3 Steps in a futures rate or option
'hedge' 3 Net off including premium,
assess whether to exercise
1 Set up type, number (adjust for
three-month contracts) and date
of futures contracts
4.3 Advantages and
2 Actual transaction at spot rate
disadvantages of
3 Close out future and net off exchange-traded
interest rate
options
3.4 Advantages and Flexible dates, can be sold on

disadvantages of Cost, standard contracts
futures
Flexible dates, exchange traded

(lower default risk)
Standard amounts, margins
273
5 Swaps 4.4 Interest rate collars
Borrower: buy puts and sell calls

at a lower rate
5.1 Interest rate swaps Investor: buy calls and sell puts
at higher rate
Exploit comparative advantage/save
issue and early redemption fees
Split gain, variable rate at LIBOR
4.5 OTC options
Bid–offer spread (for fixed leg of swap)

Optional but fixed date
5.2 Valuing interest rate

swaps
Designed initially to generate an

NPV of zero at current FRA rates
5.3 Currency swaps
Exploit comparative advantage/save

issue and early redemption fees
Valuation using NPV
274
1. Forward rate agreements

Unlike currency forwards, interest rate FRAs are 'notional' derivative-style agreements.
2. Interest rate futures
Unlike currency futures these are based on a standardised time period of three months; this
influence the number of interest rate futures contracts that are needed.
3. Interest rate options (exchange traded)
Unlike exchange traded currency options, these are closed out on the futures market.
4. Interest rate swaps
Variable rate leg of the swap is at LIBOR.
5. Bid–offer quotes for swaps
If given, this is the rate at which the fixed rate is being offered. As ever the company gets the
worst part of the spread.
6. Swap valuation
Uses FRA which can be derived from the yield curve.
275
Question practice
Q22 Shawter
Q23 Carrick plc
Q24 Theta Inc
Further reading
There is are two Technical Articles available on ACCA's website, one called 'Currency swaps', and the
other 'Determining interest rate forwards and their application to swap valuation'.
We recommend you read these articles as part of your preparation for the AFM exam. Both are written by
a member of the ACCA AFM examining team.
276
SKILLS CHECKPOINT 4
Applying risk management techniques
aging information
Man
aging information
Man
nt
An
meamneag e
sw
nteme
Manag Giomoed tim
er
pl
Analysing
an
investment
T
nin
Exam success skills
Good
Addressing the decisions
g
scenario
Applying risk
management Specific AFM skills
techniques
r p re t at i o n
Identifying the Applying risk
Eff d p ffect pre
management
an E nd
required numerical
m e nts
e c re i v
ti v
e
se w ri o f c t i n te
a
nt tin Thinking across u ire

e ati g
re q
the syllabus
se w ri o n
r re
al
nt tin Efficient numeric
Co
ati g
on a n a l ys i s
l
Efficient numerica
analysis
Introduction
Section E of the AFM syllabus is 'treasury and advanced risk management techniques' and
directly focusses on the skill of 'applying risk management techniques'.
The AFM exam will always contain a question that will have a clear focus on this syllabus area,
so this skill is extremely important.
Successful application of this skill will require a strong technical knowledge of this syllabus area,
especially of setting up arrangements to manage risk using futures and options.
Additionally, you will need to be able to forecast the outcome of a technique quickly and
efficiently under exam conditions.
Finally, as well as being able to apply the techniques numerically you need to be able to discuss
the advantages and disadvantages of using them, the meaning of the numbers and their
suitability given the scenario (as discussed in Skills Checkpoint 1).
277
Skills Checkpoint 4: Applying risk management techniques
AFM Skill: Applying risk management techniques

The steps in applying this skill are outlined below, and will be explained in more detail
in the following sections as the question 'Phobos' is answered.
STEP 1:
Analyse the scenario and requirements.
Make sure that you understand the nature
of the risk being faced. Work out how
many minutes you have to answer each
part of the question. Don't rush in to
starting any detailed calculations.
STEP 2:
Plan your answer. Double-check that you are
applying the correct type of risk management
analysis given the nature of the risk that is faced
and the techniques mentioned in the scenario.
Consider using a time-line in your answer plan.
Identify a time-efficient approach.
STEP 3:
Complete your numerical analysis. Don't
over-complicate your analysis, aim for a set of
clear relevant numbers. Be careful not to overrun
on time with your calculations.
STEP 4:
Explain the meaning of your numbers – relating
your points to the scenario wherever possible.
278
Skills Checkpoint 4
Exam success skills

The following question is based on a past exam question, worth approximately
15 marks.
 Managing information. In risk management questions it is crucial to have
an accurate understanding of the nature of the risk. It is vital to allocate time to
carefully reading the requirements and the scenario.
 Efficient numerical analysis. The key to success here is applying a sensible
proforma for typical risk management calculations, this becomes easier with
practice.
 Good time management. Complete all tasks in the time available, this is a
challenge in risk management questions and is a strong argument for not being
over-ambitious in the scope of your numerical analysis.
279
Skill activity
STEP 1 Analyse the scenario and requirements. Make sure that you
understand the nature of the risk being faced. Work out how many
minutes you have to answer each part of the question. Don't rush in to
starting any detailed calculations.
Requirement
Evaluate the outcome if the anticipated interest rate exposure is hedged:
(a) Using sterling interest rate futures
(b) Using options on short sterling futures
(c) Using an interest rate collar
Advise on which hedging method should be selected. (15 marks)

Assuming you spending approximately 20% of your time reading and planning, this
Nature of the risk
Phobos is a borrower
so faces the risk of
You can immediately see from the requirement that there three derivative techniques interest rates rising in
two months' time when
that need to be employed. As we have not yet looked at the scenario, you do not yet it needs to borrow
know whether the risk is that interest rates rise (risk for a borrower) or fall (risk for an £30 million.
investor), or the amounts or time periods involved. This is the next step, and requires a
The loan will be for
careful read through of the scenario. four months (starting in
two months' time and
finishing in six months'
Question – Phobos (15 marks) time).
Following a collapse in credit confidence in the banking sector globally, there have This can be illustrated
been high levels of volatility in the financial markets around the world. Phobos Co is a as a time line on your
UK listed company and has a borrowing requirement of £30 million arising in two answer plan (see later)
months' time on 1 March and expects to be able to make repayment of the full amount
six months from now.
The governor of the central bank has suggested that interest rates are now at their
peak and could fall over the next quarter. However, the Chairman of the Federal
Reserve in the US has suggested that monetary conditions may need to be tightened,
which could lead to interest rate rises throughout the major economies. In your
judgement there is now an equal likelihood that rates will rise or fall by as much as Nature of the risk
100 basis points depending upon economic conditions over the next quarter.
Further clarification of
LIBOR is currently 6.00% and Phobos can borrow at a fixed rate of LIBOR plus 50 the risk is provided
here.
basis points on the short-term money market but the company treasurer would like to
keep the maximum borrowing rate at or below 6.6%.
Short-term sterling index futures (three-month contracts, contract size
£500,000)
The current prices of three-month futures contracts are shown below.
March 93.880
June 93.940
You may assume that basis diminishes to zero at contract maturity at a constant rate.
280
Skills Checkpoint 4
Options on short sterling futures (three-month contracts, contract size

£500,000)
The premiums (shown as an annual percentage) are as follows:
Calls Puts
Exercise March June Sept March June Sept
93750 0.155 0.260 0.320 0.045 0.070 0.100
94000 0.038 0.110 0.175 0.168 0.170 0.205
STEP 2 Double-check that you are applying the correct type of risk
management analysis given the nature of the risk that is faced and the
techniques mentioned in the scenario.
Consider using a timeline in your answer plan.
Identify a time-efficient approach.
Example timeline 1 March

– take out £30 million loan
1 Jan 1 July
– this is now – loan repaid
Nature of risk
Phobos is a borrower – risk of interest rates rising when it takes out a £30m loan for a
period of four months, starting in two months' time on 1 March.
Time-efficient approach
A collar, for a borrower, consists of buying put options at a higher rate (93750 or
6.25%) and selling call options at a lower rate (94000 or 6.00%) it will save time if
we design the options hedge so that it is consistent with the collar ie choose to
hedge using put options at 6.25%.
281
STEP 3 Complete your numerical analysis.
Don't over-complicate your analysis, aim for a set of clear relevant numbers.
Be careful not to overrun on time with your calculations.
As already noted, performing the calculations and writing up your answer should take 23 minutes.
There are many ways of laying out an answer to this question, one approach is shown below.
This is where your

Solution understanding of
the nature of the
(i) Futures risk is crucial.
Set-up 1 January Failure to set up

any hedge
Type of future = March future with an opening price of 93.880 correctly will
mean that few if
Amount of exposure Length of exposure any marks can
Number of contracts =  be earned on this
Contract size Contract period part of your
answer
£30 million 4 months
=  = 80 contracts
£500, 000 3 months
Type of contract = contract to sell (as we are a borrower)

Basis
1 January 1 March
March future 100 – 93.88 = 6.12%
LIBOR 6.00%
Basis (future – LIBOR) 0.12% 1/3  0.12% = 0.04%
Time remaining Three months One month
Outcome 1 March
Using the closing basis of 0.04%, the estimated closing futures prices at 1 March =
LIBOR rate at close-out 7% 5%
Closing futures 7.04% 5.04%
Setting up a column
for each outcome Outcome if interest rate (a) increases, or (b) decreases by 100 basis points
saves time.
(a) (b)
Leave calculations as
% also saves time. LIBOR rate at close-out (7%) (5%)
Actual loan rate (7.50%) (5.50%)
Futures opening rate (to sell) 6.12% 6.12%

Futures closing rate (to buy) 7.04% 5.04%
Profit or (loss on future) 0.92% (1.08%)
Actual loan + future position in % (6.58%) (6.58%)

In £s (  £30m  4/12) (658,000) (658,000)
282
Skills Checkpoint 4
Only analyse one of the options

(ii) Traded options to use time efficiently.
Set-up 1 January Justify your choice briefly.
Type of option = March put option As already noted, the choice of

6.25% will save time when the
Chosen rate 93750 = 6.25% collar is analysed.
This is justified as the cheapest, minimising transaction costs
Number of contracts = 80 (see earlier)
Premium = 0.045% (from table)
Outcome 1 March
(a) (b)
LIBOR rate at close-out (7%) (5%)
Actual loan rate (7.50%) (5.50%)
Put option outcome (as before) 6.25% 6.25%

Futures closing rate (to buy) 7.04% 5.04%
Profit or (loss on future) 0.92% (1.08%)
Don't exercise
Option premium (0.045%) (0.045%)

Outcome in % (6.625%) (5.545%)
In £s (  £30m  4/12) (662,500) (554,500)
(iii) Collar
Set-up 1 January
Type of options
= Buy March put option at 6.25%, sell March call option at 6.00%
Number of contracts = 80 (see above)
Premium = 0.045% (from table) – 0.038% = 0.007%
Outcome 1 March
(a) (b)
Time has been saved LIBOR rate at close-out (7%) (5%)
because the put option of
6.25% was used in the Actual loan rate (7.50%) (5.50%)
options hedge.
Note that the loss to Put option (as before) 0.92% Don't exercise
Phobos on the call option
is the hardest part of the
Call option rate (holder has
analysis and it is not right to receive interest) 6.00% 6.00%
necessary to get this right
Futures closing rate 7.04% 5.04%
to score a good pass
answer. Profit or (loss on future) Don't exercise (0.96%)
Exercised against
Phobos by the
holder of the option
Option premium (0.007%) (0.007%)
Outcome in % (6.587%) (6.467%)
In £s (  £30m  4/12) (658,700) (646,700)
283
headings.
Write your answer, explaining the meaning of your numbers -
relating your points to the scenario wherever possible.
Narrative element to the solution

Summary table saves
time and adds
Use wording from the

Evaluation – summary clarity.
requirement
Outcome in % (a) (b) Average Then explain the
meaning of your
Future 6.58% 6.58% 6.58% numbers.
Option (6.25%) 6.625% 5.545% 6.085%
Collar 6.587% 6.467% 6.527%
If interest rates rise, a future will provide the lowest borrowing cost; however,
the option and the collar are only marginally more expensive.
If interest rates fall, an option will provide the lowest borrowing cost by a
significant margin.
Relate your
Considering the equal likelihood of an interest rate rise or fall, looking at an answer using the
details given in
average expected cost is relevant and on this basis the option is
the scenario.
recommended as it provides a significantly lower average cost.
End with
There is a danger that the objective, to achieve a maximum borrowing rate 'advice' as per
of 6.6%, is breached if interest rates rise and options are used. However, the requirement.
this breach is marginal and if interest rates fall this approach will be
significantly cheaper than any other. So, the advice here is to hedge the risk
using interest rate options.
284
Skills Checkpoint 4
completed below for the Phobos activity to give you an idea of how to complete the
diagnostic.
Managing information Did you understand the nature of the risk facing the
company before starting your calculations?
Efficient numerical Did you spend too much time on the calculations, could you
analysis have taken any short-cuts?
Did your answer present neat workings in a form that would
have been easy for a marker to follow?
Effective writing and Did you explain the meaning of the numbers?
presentation
Good time Did you allow yourself time to address all requirements?
management
285
Summary
Each AFM exam will contain a question that focusses on risk management.
This is an important area to revise and to ensure that you understand the variety of
techniques available (including their limitations).
It is also important to be aware that in the exam, it is more important that you limit
your numerical analysis and produce a concise meaningful analysis.
In the exam you are dealing with complicated calculations under timed exam
conditions and time-management is absolutely crucial. So you need to ensure that you:
 Show clear workings and score well on the easier parts of the question
 Make a reasonable attempt at the harder calculations while accepting that
your answer is unlikely to be perfect
Remember that there are no optional questions in the AFM exam and that this syllabus
section (risk management) will definitely be tested!
286
Financial
reconstruction
Learning objectives
Syllabus
reference no.
 Assess an organisational situation and determine whether a financial D1(a)

reconstruction is an appropriate strategy for a given business
situation
 Assess the likely response of the capital market and/or individual D1(b)
suppliers of capital to any reconstruction scheme and the impact their
response is likely to have on the value of the organisation
Exam context
Chapters 14 and 15 cover Section D of the syllabus 'Corporate reconstruction and reorganisation'.
The chapter starts by discussing how to approach an evaluation of a reconstruction scheme designed
to avoid business failure.
The chapter then moves on to consider other types of reconstruction schemes which are designed to
increase value.
In either case debt covenants may be relevant, and the chapter ends by discussing the importance of
forecasting in assessing whether debt covenants are likely to be breached; this relates to financial
ratio analysis, which has been introduced in Chapter 2 and Chapter 10.
Exam questions in this area are also likely to link to business reorganisation (covered in the next
chapter) because companies that are in financial difficulties often need to consider both financial
reconstruction and business reorganisation.
287
Chapter overview
Financial reconstruction
1 Financial 2 Financial 3 Debt covenants and

reconstruction reconstruction forecasting
schemes to schemes for value
prevent business creation
failure 3.1 Debt covenants
3.2 Forecasting and

1.1 Legal framework
ratio analysis
1.2 Approach
288
14: Financial reconstruction
1 Financial reconstruction schemes to prevent business

failure
A company might be on the brink of becoming insolvent due to a high interest burden or severe cash
flow problems in the short term, but may have plans that it believes hold out a good promise of
profits in the future.
In such a situation, the company might be able to attract fresh capital and to persuade its creditors to
accept some shares (or new debt) in the company as 'payment', and achieve a reconstruction which
allows the company to carry on in business.
Existing shareholders are likely to see a large dilution of their holding as reconstructions often involve
issuing many new shares to creditors.
1.1 Legal framework

In insolvency proceedings the proceeds from selling the assets are shared out to repay creditors and
investors in a predetermined rank:
1 Creditors with a fixed charge on a specific asset
2 Creditors with a floating charge on the company's assets in general or a class of assets
3 Unsecured creditors
4 Preference shareholders
5 Ordinary shareholders
In addition there may be amounts due to other parties, such as tax authorities and employees. The
rank of these parties, in terms of order of repayment, will be specified in an exam question.
The proposed reconstruction must be agreed by all parties – classes of creditors should meet
separately, every class must vote in favour for the scheme to succeed.
1.2 Approach
1 Estimate the position if

insolvency proceedings 2 Apply the reconstruction
go ahead
• Restate assets at realisable • This will be given in the

value exam question
• Repay according to legal • Is each group better off as a
framework result of the reconstruction?
• If insufficient funds for a
class of creditors, a % of the
amount owed will be paid
3 Check if the company is

now financially viable
• May involve a brief

comment, forecasting and/
or ratio analysis may
sometimes be required
289
Activity 1: Evaluating a reconstruction
Nomore Ltd, a private company that has for many years been making mechanical tools, is faced with
rapidly falling sales. Its bank overdraft (with M A Bank) is at its limit of $1,200,000.
The company has just lost another two major customers.
STATEMENT OF FINANCIAL POSITION (EXTRACT)
31.3.X2
Projected
Non-current assets $'000
Freehold property 5,660
Plant and machinery 3,100
Motor vehicles 320
Total assets 10,240
Ordinary shares of $1 5,600

Accumulated reserves/(deficit) (6,060)
Total equity (460)
10% loan 20X8 (secured on freehold property) 1,600
Other loans (VC bank, floating charges) 4,800
6,400
Current liabilities
Trade payables 3,100
Bank overdraft (MA bank, unsecured) 1,200
Total equity and liabilities 10,240
Other information:
1 The freehold property has a market value of about $5,750,000.
2 It is estimated that the break-up value of the plant at 31 March 20X2 will be $2,000,000.
3 The motor vehicles owned at 31 March 20X2 could be sold for $200,000.
4 In insolvency, the current assets at 31 March 20X2 would realise $1,000,000.
5 Insolvency proceeding costs would be approximately $500,000, this will rank first for
repayment.
The company believes that it has good prospects due to the launch next year of its new Pink Lady
range of tools and has designed the following scheme of reconstruction:
1 The existing ordinary shares to be cancelled and ordinary shareholders to be issued with
$2,000,000 new $1 ordinary shares for $1.00 cash.
2 The secured loan to be cancelled and replaced by a $1,250,000 10% secured bond with a
six-year term and $600,000 of new $1 ordinary shares.
3 VC Bank to receive $3,200,000 13% loan secured by a fixed charge and 1,100,000 $1
new ordinary shares.
4 MA bank to be repaid the existing overdraft and to keep the overdraft limit at $1,200,000
secured by a floating charge.
If this plan is implemented, the company estimates that its profits before interest and tax will rise to
$1.441 million and its share price will rise to $1.50.
290
Required
Evaluate whether the suggested scheme of reconstruction is likely to succeed.
Solution
Step 1 Estimate the position if insolvency proceedings go ahead.
Step 2 Apply the reconstruction and evaluate the impact on affected parties.
(a) Secured loan
(b) VC
(c) MA bank
(d) Ordinary shareholders
291
Step 3 Check if the company is now financially viable.
Conclusion
2 Financial reconstruction schemes for value creation

Reconstruction schemes may also be undertaken by companies which are not in difficulties as part of
a strategy to create value for the owners of the company.
The management of a company can try to improve operations and increase the value of the
company, by:
(a) Returning cash to shareholders using a share repurchase scheme.
(b) A significant injection of further capital, either debt or equity, to fund investments or
acquisitions.
(c) A leveraged buy-out: where a publicly quoted company is acquired by a specially established
private company which funds the acquisition by substantial borrowing.
This is a mechanism for taking a company private which is sometimes seen as being desirable
because it avoid the costs of a listing and potentially allows a company to concentrate on
the long-term needs of the business rather than the short-term expectations of shareholders.
Essential reading
the Workbook, for further discussion of taking a company private.
3 Debt covenants and forecasting
3.1 Debt covenants

Debt finance often involves 'covenants' – these are conditions that the borrower must comply with
and, if they do not, the loan can be considered to be in default and the bank can demand
repayment.
292
3.1.1 Positive covenants

These involve taking positive action to achieve an objective. This could involve achieving certain
levels for particular financial ratios eg gearing, interest cover. In addition, it may also include the
need to provide the bank with regular financial statements/forecasts, to maintain assets used as
security and to insure key assets and staff.
3.1.2 Negative covenants

These place restrictions on the borrower's behaviour.
For example, they may prevent borrowing from another lender, disposal of key assets, paying
dividends above a certain level, or making major investments.
3.2 Forecasting and ratio analysis

In any type of financial reconstruction care will need to be taken that debt covenants are not
breached. In order to assess whether a positive covenant relating to financing ratios has been
broken, you may be required to forecast a company's profits and statement of financial position.
Ratio analysis has been covered in earlier chapters.
3.2.1 Forecast profit statement

It makes sense to start with the profit forecast. This will allow the following to be identified:
Measure Explanation of possible use
Profits before interest and tax Required for interest cover calculation
Interest Required for interest cover calculation
Profits after interest and tax Required for earnings per share calculation
Retained earnings Affects the book value of equity
3.2.2 Forecast statement of financial position (SOFP)

Next, the SOFP can be forecast (which will be impacted by the profit forecast which will have
forecast the level of retained earnings).
The format of the SOFP is likely to be given in the exam question, and in any case a precise pro-
forma will not be required.
Measure Explanation of possible use
Book value of equity Required for gearing calculation

(Share capital plus retained earnings)
Non-current liabilities Required for gearing calculation
Current assets and liabilities Required for liquidity ratios (eg current ratio)
There is a numerical exercise on forecasting in the next chapter.
293
Chapter summary
Financial reconstruction
1 Financial 2 Financial 3 Debt covenants and

reconstruction reconstruction forecasting
schemes to schemes for value
prevent business creation
failure 3.1 Debt covenants
(a) Returning cash to
shareholders using a share
Positive covenants
1.1 Legal framework repurchase scheme
 Involve taking positive
(b) A significant injection of
1 Creditors with a fixed action to achieve an
capital (debt or equity)
charge on a specific asset objective eg gearing,
(c) A leveraged buy-out. A interest cover
2 Creditors with a floating
mechanism for taking a
charge on the company's Negative covenants
company private (avoiding
assets  These place restrictions on
the costs of a listing and
3 Unsecured creditors allowing a company to the borrower's behaviour
concentrate on the
4 Preference shareholders
long-term needs of the
5 Ordinary shareholders business)
3.2 Forecasting and
The deal must be agreed by all
ratio analysis
parties – classes of creditors
should meet separately, every
1 Forecast profit
class must vote in favour for
the scheme to succeed. 2 Forecast SOFP
Use ratio analysis to evaluate
(see earlier chapters)
1.2 Approach
1 Estimate the position if

insolvency occurs
2 Apply reconstruction
scheme and check position
of each party
3 Assess if the company is
viable
294
1. Order of repayment
In insolvency proceedings, ordinary shareholders rank behind all other claims.
2. Schemes to increase value
These include share repurchase schemes, and issues of new capital.
3. Taking a firm private
Can be viewed as a means of reducing listing expenses and increasing the ability of a firm to
take a long-term view.
4. Positive debt covenants
These require positive action, eg to attain an objective.
5. Negative debt covenants
These place restrictions on management behaviour.
295
Question practice
Workbook):
Q25 Brive Inc
296
Business
reorganisation
Learning objectives
Syllabus
reference no.
 Recommend, with reasons, strategies for unbundling parts of a quoted D2(a)

company
 Evaluate the likely financial and other benefits of unbundling D2(b)
 Advise on the financial issues relating to a management buy-out and D2(c)

buy-in
Exam context
Chapters 14 and 15 cover Section D of the syllabus 'Corporate reconstruction and re-organisation'.
In this chapter we discuss methods of business reorganisations, concentrating primarily on methods
of unbundling companies.
Exam questions in this area are also likely to link to financial reconstructions (covered in the
previous chapter) because companies that are in financial difficulties often need to consider both
financial reconstruction and business reorganisation.
There is also a strong link between this chapter and business valuations (Chapter 8), partly because
there may be a need to value a part of a business that is being 'unbundled', and partly because
business re-organisation can be viewed as an aspect of portfolio restructuring ie the
acquisition of companies, or disposals via divestments, demergers, spin-offs, MBOs and MBIs.
297
Chapter overview
Business reorganisation
1.1 Reasons for 1 Unbundling 1.2 Types of unbundling

unbundling
2 Divestment (sell-off) 3 Management buy-out 4 Demerger (spin-off)

(MBO)
3.1 Financing issues
3.2 Other forms of MBO
5 Valuations
298
15: Business reorganisation
1 Unbundling
Unbundling: involves restructuring a business by reorganising it into a number of separate parts.

Key term
1.1 Reasons for unbundling

Unbundling may be considered for financial and strategic reasons.
Motives Explanation
Financial Selling off a division may allow cash to be raised to:

 Ease the group's liquidity problems;
 Reduce the group's gearing; or
 Reinvest elsewhere in the business to earn a higher return.
Strategic There may be divisions within of a business where the current organisation structure is
not adding value.
For example, a division may have been neglected because it is not seen as being
core to the group's strategy. If this division existed outside the group it may have a
more efficient management structure and take quicker, more effective decisions.
If the stock market believes that the organisation structure is not adding-value, then it is
possible that the market value of the company will be lower than the sum of the value of
its individual divisions; this is called a conglomerate discount.
Finally, to protect the rest of the business from takeover, it may choose to
split off a part of the business which is particularly attractive to a buyer.
1.2 Types of unbundling
There are a number of different types of unbundling.
Types Definition
Divestment Sale of a part of a company to a third party (ie another company).

(sell-off)
Management A form of divestment involving selling a part of the business to its

buy-out (MBO) management team (different forms of MBO are discussed in section 3).
Demerger A demerger is the opposite of a merger. It is the splitting up of a corporate

(spin-off) body into two or more separate and independent bodies.
The type of unbundling that is appropriate will depend on the motive(s) for the strategy.
If the motive is financial then a demerger would not be considered as it does not directly raise
cash.
299
2 Divestment (sell-off)
Present value of Price obtained

lost cash flows from selling the
division
The sale of a division to a third party will add value if the estimated sale price exceeds the present
value of lost cash flows (including economies of scale lost as a result of the sell-off).
A buyer may be prepared to pay an amount that is greater than the present value of the cash flows
of the division because under their ownership the division is worth more eg due to synergies
with the buyer's other business operations.
To value a division, a cost of capital that reflects the risk of the division will be required. This is
discussed in Section 5.
3 Management buy-out (MBO)

This is another form of sell-off but may be preferred to a divestment because:
 It allows a division to be sold with the co-operation of divisional management, and a lower
risk of redundancies
 It will be less likely to attract the attention of the competition authorities than a sale to another
company
As with a divestment, an MBO will add value if the estimated sale price exceeds the existing present
value of lost cash flows (including economies of scale lost as a result of the sell-off).
The management team may be prepared to pay an amount that is greater than the present value of
the cash flows of the division because under their ownership the division will be worth more
eg the division achieves better performance because of greater personal motivation, quicker
decision making and savings in overheads (eg head office costs).
To value a division, a cost of capital that reflects the risk of the division will be required. This is
discussed in Section 5.
3.1 Financing issues

Typically an MBO will be mainly financed by a mixture of equity (referred to as private equity
as the MBO will be unlisted), debt and mezzanine finance.
If an MBO is mainly financed (80%+) by debt, this may be referred to as a leveraged buy-out (LBO)
and has been discussed in the previous chapter (note that this term is also used to describe any
highly leveraged takeover, whether linked to an MBO or not).
The equity and mezzanine finance element will be mainly provided by a venture
capital/private equity firm, although venture capital investors will usually want to see that
managers are financially committed to the venture as well, so an element of the equity will be
provided by managers.
3.1.1 Venture capital/private equity finance
The type of finance offered by the private equity company will normally be in the form of an
injection of equity and mezzanine finance.
300
Mezzanine finance: finance that had some of the characteristics of both debt and equity.
Key term
Convertible debt and convertible preference shares are forms of mezzanine finance as they have
characteristics of both debt (eg a fixed return is expected) and also equity (the investor can convert
into ordinary shares if the venture is successful).
A private equity company that is concerned about the risk of an MBO will increase the
proportion of their investment provided as mezzanine finance (ie loans/convertibles
etc).
3.1.2 Venture capital/private equity – other issues

In addition to providing finance, venture capitalists can also be a source of strategic advice
and business contacts.
Private equity/venture capital groups will normally expect to exit their investment either by a flotation
or sale to another firm. Much of the gain expected by the venture capitalist will be through selling
their interests and making a substantial capital gain.
In order to make sure that an MBO is on track to deliver this, the venture capitalist will set
demanding financial targets. Failure to hit targets set by the private equity provider/venture capitalist
can lead to extra shares being transferred to their ownership at no additional cost (an equity
ratchet), or the venture capitalist having the right to make new appointments to the board.
Activity 1: Financing issues

Lomax Co has decided to sell one of its subsidiaries (free of debt). The managers of the subsidiary
are attempting to purchase it through a leveraged MBO to form a new company, Retro. The cost of
$52.5m would come from $7.5m of equity invested equally by the venture capitalist, VC, and the
management team and $15m of mezzanine finance, provided by VC, and a $30m bank loan.
The mezzanine finance is unsecured convertible debt, redeemable at nominal value in five years'
time and paying a fixed interest rate of 18% per year. The conversion rights would allow VC to
convert $100 of debt into 10 Retro shares at any time after three years from the date the loan is
agreed.
The bank loan is at a fixed rate of 8%, for a period of three years. Interest is payable annually on the
amount outstanding at the start of the year and the loan will be repaid in three equal annual
instalments (see the Appendix below). The loan will be secured against Retro's land and buildings.
A condition of the loan is that gearing, measured by the book value of total loans to equity, is no
more than 200% by the end of year 2. If this condition is not met the bank has the right to call in its
loan at one month's notice. Another condition is that no dividends can be paid in the first two years.
Most recent statement of profit or loss for the subsidiary
$'000
Revenue 33,899
Operating costs (18,749)
Central overhead payable to Lomax (6,000)
Interest paid (3,750)
Taxable profit 5,400
Taxation (20%) (1,080)
Retained earnings 4,320
Lomax will continue to provide central accounting, personnel and marketing services to Retro for a
fee of $4.5 million per year, with the first fee payable in year one. All revenues and cost (excluding
interest) are expected to increase by approximately 5% per year.
301
Appendix
To calculate the loan repayment each year we need the annuity factor for 8% over three years; this is
2.577. The annual repayments (in $'000s) are therefore $30,000/2.577 = $11,641.
The element of this repayment that represents interest is therefore:
Loan brought forward 30,000 20,759 10,779
Interest due (8%  b/f) 2,400 1,661 862
Repayment (11,641) (11,641) (11,641)
Loan carried forward
(b/f + interest due – repayment) 20,759 10,779 0
Required
Evaluate whether the bank's gearing restriction in two years' time is likely to be a problem.
Solution
1 Forecast statements of profit or loss
Year 1 Year 2
$'000 $'000
Revenue
Operating costs
Direct operating profit
Central services from Lomax
VC loan interest at 18% on $15m
Bank loan at 8%
Year 1
Year 2
Profit before tax
Tax at 20%
Profit after tax
Retained earnings
2 Forecast levels of debt and equity

Reserves b/f
Reserves c/f
Share capital + closing reserves
Total debt at end of year (see workings)

Gearing: debt/equity
Workings
302
3.2 Other forms of management buy-out

3.2.1 Management buy-in
A management buy-in is when a team of outside managers, as opposed to managers who
are already running the business, mount a takeover bid and then run the business themselves.
An MBI might occur when a business venture is running into trouble, and a group of outside
managers see an opportunity to take over the business and restore it to profitability.
Alternatively, research suggests that buy-ins often occur when the major shareholder of a small family
company wishes to retire.
Many features are common to MBOs and MBIs, including financing.
Buy-ins work best for companies where the existing managers are being replaced by managers of
much better quality. However, managers who come in from outside may take time to get used
to the company, and may encounter opposition from employees if they seek to introduce significant
changes.
3.2.2 Buy-in management buy-out

Sometimes the management team will be a combination of an MBO (ie existing management) and
new managers (with specialist skills that the existing management team do not have, eg finance).
This is sometimes referred to as a buy-in management buy-out (BIMBO).
4 Demerger (spin-off)
A demerger is the opposite of a merger. It is the splitting up of a corporate body into two or more
separate and independent bodies, it does not raise finance.
The motives for a demerger are likely to be strategic. For example, the removal of a conglomerate
discount/possible takeover defence.
The aims of a demerger are to create a clearer management structure and to allow faster
decision making. A spin-off may facilitate a future merger or takeover.
A demerger risks losing synergies between different parts of the group. It is also an expensive
and time-consuming process. Assets and liabilities will have to be clearly segregated between the
demerged units.
To value a demerged operation, a cost of capital that reflects the risk of the division will be required,
this is discussed in the next section.
Essential reading
the Workbook, for further discussion of demergers.
5 Valuations
To value a divestment, a MBO, or a demerged operation, a cost of capital that reflects the risk of the
division will be required. This means that a project-specific cost of capital will need to be calculated.
This topic has already been covered in Chapter 6 where we looked at investments that change
business risk and also in Chapter 8 where business valuations have been considered.
We have seen that when a company is moving into a new business area it can use the beta of a
company in that sector (a comparable quoted company, or CQC) and ungear the equity beta to
establish the asset beta which measures the risk of the new business area. This approach can also be
applied in valuing a specific business unit that a company is planning to unbundle.
303
Alternatively you may be given the asset beta, or you may be told that a division represents a given
percentage of a company's value in which case you can calculate the asset beta of a division from
the asset beta of a company.
Illustration 1
Company X has an asset beta of 0.94.
Company X has two divisions, division A and division B; it is planning to unbundle division B.
The asset beta of division A has been estimated as 1.06 and division A represents 70% of the value
of Company X.
Required
Estimate the asset beta of division B
Solution
Division B's asset beta can be estimated by laying out the workings for Company X's overall asset
beta:
Division A asset beta  70% + Division B asset beta  30% = 0.94
So
1.06  0.70 + Division B asset beta  0.30 = 0.94
So
0.742 + Division B asset beta  30% = 0.94
So
Division B asset beta  0.30 = 0.94 – 0.742 = 0.198
So
Division B asset beta = 0.198 ÷ 0.30 = 0.66
Once an asset beta of the specific business has been calculated then a cash flow valuation of the
unbundled entity can be made as follows (recap of Chapter 8).
Approach
1 Calculate the asset beta of the division being demerged
2 Regear the beta to reflect the gearing of the division being unbundled
3 Calculate the division's new WACC
4 Discount the division's post-acquisition free cash flows at this WACC
5 Calculate the revised NPV of the division and subtract debt to calculate the value of the
equity
304
Chapter summary
Business reorganisations
1.1 Reasons for 1 Unbundling 1.2 Types of unbundling

unbundling
Financial motives
Strategic motives
2 Divestment (sell-off) 3 Management buy-out 4 Demerger (spin-off)

(MBO)
The sale of a division to a
Spin-off of a corporate body
third party will add value if
Allows sale of a with the into two or more separate and
the estimated sale price
co-operation of divisional independent bodies, it does
exceeds the present value of
management, and a lower risk not raise finance
lost cash flows (including
of redundancies
economies of scale lost as a The motives for a demerger
result of the sell-off). Less likely to attract the attention are likely to be strategic
of the competition authorities Does not raise finance
than a sale to another company
Aims to create a clearer
management structure and to
allow faster decision making
Risks losing synergies between
3.1 Financing different parts of the group. It
is also an expensive and time-
Equity and mezzanine consuming process. Assets
finance element will be and liabilities will have to be
mainly provided by a venture clearly segregated between
capital/private equity firm. the demerged units.
Ambitious targets will be set
for the MBO.
3.2 Other types of MBO
MBI
BIMBO
LBO
5 Valuation
An asset beta for the unbundled

division will be needed to
calculate an appropriate cost of
capital for valuing an
unbundled division.
305
1. Types of unbundling
These include divestment, management buy-out and demerger.
2. Types of management buy-out
These also include leveraged buy-outs, management buy-ins, and buy-in management buy-outs.
3. Mezzanine finance
This is finance with the characteristics of debt and equity, and is commonly used by venture
capitalists to finance MBOs.
4. Drawbacks of demergers
Cost, time and risk of losing synergies/economies of scale.
5. Valuing an unbundled entity
This is likely to require a cash-based valuation using a cost of capital based on the asset beta
for the unbundled entity which has been regeared to reflect the gearing of the unbundled entity.
306
Question practice
Workbook):
Q26 BBS Stores
Q27 Reorganisation
307
308
Planning and
trading issues
for multinationals
Learning objectives
Syllabus
reference
 Advise on the theory and practice of free trade and the management of barriers to trade A4(a)
 Demonstrate an up-to-date understanding of the major trade agreements and common A4(b)
markets and, on the basis of contemporary circumstances, advise on their policy and
strategic implications for a business
 Discuss how the actions of the WTO, IMF, World Bank and Central Banks can affect a A4(c),
multinational. Discuss the role of the Fed, Bank of England, ECB and Bank of Japan A4(d)
 Assess the role of international financial markets in the management of global debt, A4(e),
financial development of emerging economies and maintenance of global financial stability A4(f)
 Discuss the significance to the company of the latest developments in world financial A4(g)
markets, eg causes and impact of the recent financial crisis, growth and impact of dark
pool trading systems, removal of barriers of free movement of capital and international
regulations on money laundering. Demonstrate an awareness of new developments in the
macroeconomic environment, establishing their impact on the firm, and advising on the
appropriate response
 Advise on the development of a financial planning framework, eg compliance with national A5(a)
governance requirements, the mobility of capital, limitations on remittances and transfer
pricing, economic and other risk exposures in different national markets, agency issues in
the co-ordination of overseas operations and balancing of local financial autonomy with
effective central control
 Determine a firm's dividend capacity and its policy given its reinvestment strategy, the A6(a),
impact of any other capital reconstruction programmes on FCFE, eg share repurchases,
new capital issues, the availability and timing of central remittances and the corporate tax
regime within the host jurisdiction. Advise, in the context of a specified investment
programme, on a firm's current and projected dividend capacity A6(b)
 Develop company policy on the transfer pricing of goods and services across international A6(c)
borders and be able to determine the most appropriate transfer pricing strategy in a given
situation, reflecting local regulations and tax regimes
309
Exam context
This chapter is drawn from Section A of the syllabus, but works well as a final chapter because it
summarises a number of practical business issues faced by multinationals, many of which have
already been introduced in earlier chapters.
This syllabus area contains a large number of learning objectives but actually has not featured
heavily in exam questions, reflecting the largely factual nature of the subject matter. The
Workbook identifies the key facts and additional factual background is provided via the
Essential reading section, available in Appendix 2 of the digital edition of the Workbook.
310
16: Planning and trading issues for multinationals
Chapter overview
Planning and trading issues for

multinationals
1.1 Types of free trade 1.2 International

1 International trade
agreements institutions
2 Planning issues (1) – 3 Planning issues (2) – 4 Planning issues (3) –

dividend policy transfer pricing structure
2.1 Dividend capacity 3.1 General 4.1 Branch or

considerations subsidiary
2.2 Factors affecting 3.2 Regulation 4.2 Debt or equity

dividend policy
4.3 Agency issues
5 Developments in
international markets
5.1 The credit crunch
5.2 Securitisation and

tranching
5.3 Tensions in the

Eurozone
5.4 Dark pool trading

systems
5.5 Money laundering
311
1.1 Types of free trade agreement

Multinational companies will encounter a variety of different types of international trade
agreements.
These may provide protection to the company in the sense that competitors operating outside these
areas may find it difficult to enter the market, or may create problems if the company is itself
operating outside these areas and creates barriers to trade as they try to enter these markets.
Free trade Customs Common Single Economic

area union market market union
1.1.1 Free trade area and customs unions

This exists when there is no restriction on the movement of goods and services between countries,
but individual member countries impose their own restrictions on non-members – eg North
American Free Trade Agreement (NAFTA).
A customs union involves a free trade area between member countries and, in addition,
common external tariffs applying to imports from non-member countries (eg Mercosur in South
America).
1.1.2 Common and single markets

A common market encompasses the idea of a customs union but in addition there are moves
towards creating free markets in each of the factors of production (eg labour, capital) and a
move to standardise market regulations (eg safety rules).
Eventually a common market becomes a single market with no restriction of movement in
each of the factors of production and no regulatory differences (eg a citizen in the
European Union (EU) has the freedom to work in any other country of the EU).
1.1.3 Economic Union

A common/single market may eventually evolve into economic and monetary union which will
also involve a common Central Bank, a common interest rate and a single currency.

Degli Co is a small manufacturing company based in a country that is applying for entry to the
European Union (EU). Degli Co produces high-quality parts for aerospace companies, for domestic
customers and also for companies that are based in the European Union.
Required
Discuss possible economic benefits to Degli Co of operating in a country that is within the EU.
(5 marks)
Solution
312
Essential reading
the Workbook, for further discussion of general trading issues for multinationals.
1.2 International institutions

The activities of multinationals will be impacted by a number of different international institutions.
Types Definition
World Trade Supports the development of international trade, the WTO provides a
Organisation mechanism for identifying and reducing trade barriers and resolving
(WTO) trade disputes. The WTO will impose fines if members are in breach of their
rules.
Unless otherwise bound by free trade agreements, members trade under WTO
rules, ie they can't selectively reduce tariffs for one country without offering this to
all other WTO members (this is the most-favoured nation principle).
International Supports the stability of the international monetary system by providing medium-term
Monetary (3–5 year) loans to countries with balance of payments problems, such
Fund (IMF) as problems in making debt repayments to international creditors, and provides
advice on the economic development of countries.
IMF loans come with stringent conditions. Countries must take effective action to
improve their balance of payments, eg reducing aggregate demand
to reduce imports and encourage firms to increase production for export markets.
It has been suggested that the strict terms attached to IMF loans can lead to
economic stagnation as countries struggle to repay these loans.
World Bank Lends to creditworthy governments of developing nations to finance projects and
policies that will stimulate economic development and alleviate
poverty. The World Bank consists of two institutions:
 The International Bank for Reconstruction and Development (IBRD) which
focuses on middle-income and creditworthy poorer countries
 The International Development Association (IDA) which focuses exclusively on
the world's poorest countries
Both provide finance for projects which are likely to have an impact on poverty.
Loans are normally interest-free and have a maturity of up to 40 years. The World
Bank directly affects multinational companies by helping to finance
infrastructure projects in developing economies. This creates a platform for
other investment by multinationals (once reliable infrastructure is in place).
Central banks Central banks normally have control over interest rates and support the
stability of the financial system (eg by managing the risk of financial contagion).
Financial contagion is where a crisis in one country spills to many other
countries. One of the roles of central banks is to monitor the risk of financial
contagion carefully and to increase their stimulus programmes where necessary.
313
Essential reading
the Workbook, for further discussion of individual central banks and international financial markets.
2 Planning issues (1) – dividend policy

2.1 Dividend capacity
Dividend capacity has been introduced in Chapters 1 and 8 as 'free cash flow to equity' – it
is a measure of what is available for payment as dividend after providing for capital
expenditures to maintain existing assets and to create new assets for future growth.
Dividend capacity

less
debt repayment, investment in assets
plus
depreciation, any capital raised from new share issues or debt
In a multinational context, an additional complication is that dividend may be paid by foreign

subsidiaries to the parent company, and in addition:
 Extra tax may be payable on the profits made by foreign subsidiary; and
 Withholding tax may be due on dividends paid by the foreign subsidiary.
Activity 2: Tax issues

DX Co, based in Country D, has estimated its dividend capacity from its domestic operations to be
$14 million.
A subsidiary of DX Co, based in Country F, is forecast to make profits before tax of $3 million. It is
proposed that the subsidiary should remit 75% of its post-tax profits as a dividend to DX Co.
The rate of corporation tax is 24% in Country D and 20% in Country F. A withholding tax of 10% is
charged on any dividends remitted. The tax authorities in Country D base charge corporation tax on
profits made by subsidiaries but give full credit for any foreign corporation tax already paid.
Required
Adjust the estimated dividend capacity of DX Co for the impact of the foreign subsidiary.
Solution
314
2.2 Factors affecting dividend policy

General factors affecting dividend policy have already been covered in Chapter 1. For a
multinational, there are a few additional factors to consider.
Types Definition
Financing The financing needs of the parent company, eg dividend payments to external
shareholders and capital expenditure in the home countries.
Agency Dividend payments restrict the financial discretion of foreign managers and allow
issues greater control over their behaviour (see Section 4).
Timing A subsidiary may adjust its dividend payments in order to benefit from expected
movements in exchange rates, collecting earlier (lead) payments from currencies
vulnerable to depreciation and later (lag) from currencies expected to appreciate.
Tax If tax liabilities are triggered by repatriation, these can be deferred by reinvesting
earnings abroad. This is more of an issue for subsidiaries in low-tax countries, whose
dividends trigger significant parent tax obligations.
Exchange Controls involve suspending or banning the payment of dividends to foreign

controls shareholders, such as parent companies in multinationals, who will then have the
problem of blocked funds (see Section 3 Chapter 5).
3 Planning issues (2) – transfer pricing

3.1 General considerations
In deciding on their transfer pricing policies, multinationals take into account many factors:
Consideration Achieved by
Goal congruence Encourage local decision-making that will also improve the profit of
the company as a whole.
Performance evaluation Preventing an unfair impact on performance.
Financing Transfer pricing may be used to boost the profits of a subsidiary, to

make it easier for it to obtain funds in the host country.
Taxation Channelling profits out of high tax rate countries into lower ones.
3.2 Regulation
Transfer pricing is a normal and legitimate activity. Transfer price manipulation, on the other
hand, exists when transfer prices are used to evade or avoid payment of taxes and tariffs.
The most common solution that tax authorities have adopted to reduce the probability of transfer
price manipulation is to develop particular transfer pricing regulations based on the concept of the
arm's length standard, which says that all MNC intra-firm activities should be priced as if they
took place between unrelated parties acting at arm's length in competitive markets.
Arm's length standard: this means that intra-firm trade of multinationals should be priced as if
they took place between unrelated parties acting at arm's length in competitive markets.
Key term
315
The main method of establishing 'arm's length' transfer price is the comparable uncontrolled
price (CUP) method which looks for a comparable product to the transaction in question, either in
terms of a similar product being bought or sold by the multinational in a comparable transaction with
an unrelated party or a similar product being traded between two unrelated parties.
3.2.1 Market-based transfer pricing

A market-based transfer price is likely to be acceptable to regulatory authorities, and (if there is a
clear market price) it will also reduce the likelihood of disputes between divisions over the level of the
transfer price.
In addition, if the supplying division is at full capacity then the revenue it loses as a result of an
internal transfer shows the true cost (revenue foregone) to the division of an internal
transfer.
However, if a division would have to incur marketing costs to sell externally then the market price
should be adjusted to reflect the fact that an internal transfer would not incur this cost, so the
transfer price becomes lower (ie market price less marketing costs saved).
Essential reading
the Workbook, for further discussion of transfer pricing.
4 Planning issues (3) – structure

4.1 Branch or subsidiary
Firms that want to establish a definite presence in an overseas country may choose to establish a
branch rather than a subsidiary. In many instances a multinational will establish a branch and
utilise its initial losses against other profits, and then turn the branch into a subsidiary when it starts
making profits.
A subsidiary is a separate legal entity and gives the impression of a long-term commitment. The
parent company benefits from limited liability. The normal structure of many multinationals consists of
a parent company (a holding company) with subsidiaries in several countries. The subsidiaries may
be wholly owned or just partly owned.
4.2 Debt or equity

The method of financing a subsidiary will give some indication of the nature and length of
time of the investment that the parent company is prepared to make.
A sizeable equity investment (or long-term loans from the parent company to the subsidiary) would
indicate a long-term investment by the parent company.
Because subsidiaries may be operating with a guarantee from the parent company, higher gearing
structures may be possible. As we have seen in Chapters 5 and 6, higher gearing can help to
reduce tax and to manage risk.
In addition, local governments may directly or indirectly offer subsidised debt finance.
Types Impact of overseas debt finance
Direct Low cost loans may be offered to encourage multinational investment

Other incentives may include exchange control guarantees, grants, tax holidays etc
Indirect Local governments may reduce the interest rates to stimulate the local economy
316
So it may be desirable for a subsidiary to operate with higher levels of debt,

especially if it is operating in a high tax regime.
4.2.1 Thin capitalisation

However, many countries have rules that disallow interest deductions above a certain level when the
entity is considered to be too highly geared. A company is said to be thinly capitalised when its
capital is made up of a much greater proportion than usual of debt than equity.
Tax authorities may place a limit on the amount that a company can claim as a tax deduction on
interest (for example as a percentage of EBIT), or may judge that a subsidiary contains artificially
high gearing if its gearing level is higher than the group's gearing.
4.2.2 Local regulations

Where overseas equity is preferred, a listing on an overseas stock exchange may be considered. If
so, it will be important to conform to local regulations.
For example, the London Stock Exchange requires at least three years of audited published
accounts and for at least 25% of the company's shares to be in public hands. A prospectus must
be published containing a forecast of expected performance and future plans. The company will also
have to be introduced by a sponsoring firm and to comply with the local corporate
governance requirements (such as splitting the roles of Chairperson and CEO, and maintaining
independent audit, remuneration and nomination committees).
A company must also show that it has enough working capital for at least the next 12 months.
4.3 Agency issues

Agency relationships exist between the managers at the headquarters of multinational
corporations (principals) and the managers that run the subsidiaries of multinational
corporations (agents).
The agency relationships are created between the headquarters and subsidiaries of multinational
corporations because the interests of the managers at the headquarters who are responsible for the
performance of the whole organisation can be considerably different from the interests of the
managers who run the subsidiaries.
The incongruence of interests between a multinational's headquarters and subsidiaries can arise not
only due to concerns that can be seen in any parent-subsidiary relationship, but also due to the fact
that the multinational's headquarters and subsidiaries operate in different cultures and have divergent
backgrounds.
This can be managed by:
 The parent company ratifying key decisions taken by the subsidiary
 Managerial compensation packages tied in to the performance of the group
 High dividend payouts to reduce the funds available to local management
 High gearing increases the discipline on local management to manage cash flows effectively
As part of the fulfilment of the performance objective 'evaluate investment and financing decisions'
you are expected to be able to identify and apply different finance options to single and combined
PER alert
entities in domestic and multinational business markets. This section looks at the financing options
available to multinationals which you can put to good use if you work in such an environment.
317
5 Developments in international markets
A credit crunch is a crisis caused by banks being too nervous to lend money, even to each other
Between 2007–08 turmoil hit the global financial markets causing the failure of a number of
high-profile financial institutions (eg Northern Rock in the UK, Lehman Brothers in the US). The crisis
was caused by a number of factors:
 Years of lax lending by banks inflated a huge debt bubble: people borrowed cheap
money and invested it in property. In the US, billions of dollars of 'Ninja' mortgages (no
income, no job) were sold to people with weak credit ratings (sub-prime borrowers).
 Massive trade surpluses in some countries (eg China) led to a flood of investment into
countries with deficits (notably the US) which contributed to the asset price bubble that
contributed to the credit crunch.
 The US banking sector packaged sub-prime home loans into mortgage-backed securities
known as collateralised debt obligations (CDOs). These were sold on to investment
banks as securities. The credit risk rating on these securities often reflected the selling
bank's AA+ rating and not the real risk of default. When borrowers started to default on their
loans, the value of these investments plummeted, leading to huge losses by banks on a
global scale.
 In the UK, many banks had invested large sums of money in these assets and had to write
off billions of pounds in losses. In addition some investment banks underwrote bond
issues without fully understanding the risk – and were left holding the credit risk as the bonds
defaulted. As banks' confidence was at an all-time low, they stopped lending to each other,
causing a massive liquidity problem – a credit crunch. With bank lending so low, businesses
were unable to obtain funding for investments, resulting in large reductions in output.
5.2 Securitisation and tranching

5.2.1 Securitisation
Securitisation: the process of converting illiquid assets into marketable securities.

Key term
Securitisation involves banks transfer lending such as mortgages to 'special purpose vehicles' (SPVs)
which are then sold as collateralised debt obligations (CDOs). By securitising the loans, the bank
removes the risk attached to its future cash receipts and converts the loan back into cash, which it
can lend again.
5.2.2 Tranching
CDOs are a way of repackaging the risk of a large number of risky assets such as sub-prime
mortgages. Unlike a bond issue, where the risk is spread thinly between all the bond holders, CDOs
concentrate the risk into investment layers or 'tranches', so that some investors take proportionately
more of the risk for a bigger return – and others take little or no risk for a much lower return.
Each tranche of CDOs is securitised and 'priced' on issue to give the appropriate yield to the
investors. The 'investment grade' tranche will be the most highly priced, giving a low yield but with
low risk attached; this is sometimes referred to as a senior tranche. Typical investors of senior
tranches are insurance companies, pension funds and other risk-averse investors.
At the other end, the 'equity' tranche carries the bulk of the risk – it will be priced at a low level but
has a high potential (but very risky) yield. These junior tranches (or subordinated debt) are
higher risk, as they are not secured by specific assets. These tranches tend to be bought by hedge
funds and other investors looking for higher risk–return profiles.
318
Illustration 1
A bank is proposing to sell $100 million of mortgage loans by means of a securitisation process. The
mortgages have a 10 year term and pay a return of 8% per year. The bank will use 90% of the
value of the mortgages as collateral.
 60% of the collateral value will be sold as tranche A: senior debt with a credit rating of A.
This will pay interest of 7%.
 30% of the collateral value will be sold as tranche B: less senior debt with a credit rating of B.
This will pay interest of 10%.
 10% will be sold as subordinated debt with no credit rating.
The estimated cash flows would be:
Cash inflows
$8m is expected to be repaid by the mortgage holders ($100m  8%).
Cash outflows
Tranche A is the first to be paid and receive $100m  0.90  0.6  0.07 = $3.78m.
Tranche B is the next to be paid and receives $100m  0.90  0.3  0.1 = $2.7m.
The cash paid to the tranches with security (ie tranches A and B) is $6.48m ($3.78m + $2.7m). The
difference between cash received ($8m) and cash paid to these tranches ($6.48m) is $1.52m.
This is paid to the holders of the subordinated debt who therefore receive a return of $1.52m on an
investment of $9m ($100m  0.90  0.1). This is a return of 1.52/9 = 16.9%.
If there are any mortgage defaults, cash inflows would fall and this would lead to lower returns for
the holders of subordinated debt.
Only if cash inflows fell below $6.48m will the holders of tranche B be affected, and only if the
income fell below $3.78m would the holders of tranche A be affected.
5.3 Tensions in the Eurozone

After the euro came into circulation in 2002, there was a rapid fall in interest rates (due to low
interest rates in Germany, the dominant economy) which led to a rapid increase in consumer
spending.
German economic policy continued to focus on export-led growth. The accumulation of surplus funds
in Germany helped to finance excessive borrowing in Southern European economies. This, combined
with low interest rates, led to a sharp increase in the price of assets such as houses and
shares and thus reinforced a boom into a bubble.
Following the credit crunch of 2007–08, asset prices in Southern Europe tumbled. In a number of
European economies, it was the bursting of the house price bubble, not lax spending policies
by the government, that led to a recession. Government borrowing ballooned after the 2008 global
financial crisis because, for example, governments have had to fund bank bailouts.
Parts of Southern Europe have since faced nasty recessions, because no-one wants to spend.
Companies and mortgage borrowers were too busy repaying their debts to spend more, and
governments were drastically cutting their spending back as well.
319
5.4 Dark pool trading systems
Since 2007, when legislation removed the monopoly status of European stock exchanges, there has
been a rapid growth in trading systems for shares, especially off-exchange venues known as 'dark
pools' where large orders are matched in private.
Dark pools allow large shareholdings to be disposed of without prices and order quantities being
revealed until after trades are completed. Traditionally, when an investor wished to buy or sell
securities on a stock market they would be publicly identifiable once the order to buy or
sell was made.
One impact of dark pools has been to reduce transaction fees and to improve the prices that
large institutional shareholders can obtain when they buy/sell shares.
However, because dark pools normally use information technology to keep the orders secret until
after they've been executed, there is a reduction in the availability of information and a
threat to the efficiency of the stock markets.
Money laundering: constitutes any financial transactions whose purpose is to conceal the identity
of the parties to the transaction.
Key term
One effect of the free movement of capital has been the growth in money laundering.
Money laundering is used by organised crime and terrorist organisations but it is also used in
order to avoid the payment of taxes or to distort accounting information.
Regulations differ across various countries but it is common for regulation to require customer due
diligence ie to take steps to check that new customers are who they say they are. An easy way to
do this is to ask for official identification. If customers are acting on behalf of a third party, it is
important to identify who the third party is.
Staff should be suitably trained and a specific member of staff should be nominated as the
person to whom any suspicious activities should be reported. Full documentation of anti-money
laundering policies and procedures should be kept. Regulations may require that historic records
including receipts, invoices and customer correspondence are kept.
Essential reading
the Workbook, for further developments in world markets.
320
Chapter summary
Planning and trading issues for

multinationals
1.1 Types of free trade 1.2 International

agreements institutions
Free trade areas / customs unions WTO, IMF

Common/single market World Bank (IBRD/IDA)
Economic Union Central banks
2 Planning issues (1) – 3 Planning issues (2) – 4 Planning issues (3) –

dividend policy transfer pricing structure
2.1 Dividend capacity 3.1 General 4.1 Branch or

considerations subsidiary
Affected by dividends from foreign
subsidiaries. Extra tax may be
Goal congruence Branch: utilise initial losses
payable on the profits made by
Performance evaluation against other profits
foreign subsidiary, and withholding
Financing Subsidiary: separate legal entity,
tax may be due on dividends paid
Taxation gives impression of a long-term
by the foreign subsidiary.
commitment, parent company
benefits from limited liability
3.2 Regulation
2.2 Factors affecting
dividend policy
Arm's length standard 4.2 Debt or equity
Market based transfer pricing
Financing Debt: may be subsidised, thin
Agency issues capitalisation rules
Timing
Equity: local exchange
Tax
regulations need to be followed
Exchange controls
4.3 Agency issues
Different interests of local

management, managed by:
 Parent company ratifying key
decisions
 Managerial compensation
packages tied to the
performance of the group
 High dividend payouts
 High gearing
321
5 Developments in international markets
Triggered in 2007 by massive losses on CDOs
5.2 Securitisation and tranching
Each tranche of CDOs is securitised and 'priced' on

issue to give the appropriate yield to the investors.
Typical investors of senior tranches are insurance
companies, pension funds and other risk-averse
investors. At the other end, the 'equity' tranche
carries the bulk of the risk – these junior tranches
tend to be bought by hedge funds and other
investors looking for higher risk–return profiles.
5.3 Tensions in the Eurozone
Continued downturn on some parts of the

Eurozone after the credit crunch
5.4 Dark pool trading systems
Allow large shareholdings to be disposed of

without prices and order quantities being
revealed until after trades are completed
Regulation requires customer due

diligence ie taking steps to check that your
customers are who they say they are
322
1. Free trade zones

Depending on the form these take can potentially benefit a multinational by offering frictionless
trade and common regulatory standards.
2. International institutions
The IMF, the World Bank and the WTO all bring order and stability to the international financial
system and provide benefit to multinationals as a result.
3. Dividend capacity
Dividends remitted by overseas subsidiaries will increase the dividend capacity of the parent
company – but extra tax may be payable.
4. Transfer pricing
Methods need to be in line with requirements for an 'arm's length standard'.
5. Agency issues
Local subsidiary management may not act in the best interests of the 'group'.
6. Tranching
This is the pricing of CDOs in different 'investment layers'; each tranche of CDOs is securitised
and 'priced' on issue to give the appropriate yield to the investors.
323
Question practice
Workbook):
Q28 Transfer prices
Further reading
There is a Technical Article available on ACCA's website, called 'Securitisation and tranching'. This
article examines behavioural finance and is written by a member of the AFM examining team.
324
SKILLS CHECKPOINT 5
Thinking across the syllabus
aging information
Man
aging information
Man
An
sw
er
pl
t
en
manag ime
an
em
Analysing
t
nin
Exam success skills
Good
g
scenario decisions
uirereq rpretation
Specific AFM skills
e m e nts
Applying risk
Identifying the
Eff d p ffect pre
management
an E nd
required numerical
m eunirts
e c re i v
techniques(s) Thinking across

techniques
ti v
e the syllabus
of t inteect
se w ri
a
nt tin
c rr
Thinking across
r re Co

se w ri o n
nt tin
Co
ati g
on
l
Efficient numerica
analysis
Introduction
A common cause for failure in the AFM exam is that students focus on mastering the key
numerical parts of the syllabus (typically investment appraisal, valuation techniques and risk
management) but leave gaps in their knowledge, in two senses:
 Failing to carefully revise discussion areas within a given syllabus section; for example,
being able to compute the value of a real option but not being able to discuss the
factors used by the model to compute this value
 Neglecting some syllabus sections entirely; for example, syllabus Sections A (role of the
senior financial adviser) and D (corporate reconstruction and reorganisation) are often
neglected because they do not contain complex numerical techniques
The structure of the AFM exam exposes students that have knowledge gaps because:
 Exams are designed so that question-spotting does not work (a topic examined in one
sitting is often examined in the next sitting too to penalise question-spotting).
 The 50 mark question is structured to test multiple syllabus areas (and will span at least
two syllabus sections)
 The 25 mark questions, although often focusing on a specific syllabus section, normally
contain three requirements which often means that a wide variety of topics within this
syllabus area is being tested.
 There are no optional questions.
It is therefore crucial that you prepare yourself for the exam by revising across the whole
syllabus, even if your knowledge is deeper in some areas than others there must not be any
'gaps', and that you practice questions that force you to address a problem from a variety of
perspectives. This skill will often involve thinking outside the confines of one specific chapter of
the Workbook and thinking across the syllabus.
325
Skills Checkpoint 5: Thinking across the syllabus
AFM Skill: Thinking across the syllabus

The steps in applying this skill are outlined below, and will be explained in more detail
in the following sections as the question 'AIR' is answered.
STEP 1:
Analyse the scenario and
requirements.
Consider the wording of the
requirements carefully to understand
the nature of the problem being
faced.
STEP 2:
Plan your answer. Double-check that you are
applying the correct knowledge and that you
are not neglecting other syllabus areas that
would help to support your analysis.
STEP 3:
Produce your answer, explaining the meaning
of your points – and relating them to the
scenario wherever possible.
326
Skills Checkpoint 5
Exam success skills

The following question is worth 19 marks.
 Managing information. The requirements of a question will give a good
indication of the range of syllabus areas being tested and can help focus your
mind on the nature of the question before reading through the scenario.
Focus on the requirement, underlining key verbs to ensure you answer the
question properly. Then read the rest of the question, underlining and
annotating important and relevant information, and making notes of any
relevant technical information you think you will need, making sure that you do
not constrain your thinking to a single syllabus area.
following question is about management buyouts (syllabus Section D), however
careful reading of the requirement should reveal that this is not actually the
case.
 Effective writing and presentation. Make sure that your numerical
analysis is supported by an appropriate level of written narrative drawn from a
wide variety of syllabus areas where appropriate.
327
Skill Activity
STEP 1 Analyse the scenario and requirements. Consider the wording of

the requirements carefully to understand the nature of the problem
being faced.
Required
Prepare an evaluation for the managers of the proposed new company AIR which:
(a) Analyses the advantages and disadvantages of the proposed financing of the
MBO (9 marks)
(b) Evaluates whether or not EPP Bank's gearing restriction in four years' time is
likely to be a problem (10 marks)
(Total = 19 marks)
Assuming you spending approximately 20% of your time reading and planning, this
Although part (a) mentions management buy outs (MBOs), careful reading of the
requirement shows that the question actually requires an evaluation of the finance mix
that is proposed for the MBO; not of the MBO itself.
Part (b) looks like it will involve forecasting, which is a part of syllabus section D
(corporate reconstruction and reorganisation) but an area of the syllabus section that is
often neglected. Again this reinforces the need for broad syllabus knowledge.
Now carefully read through the scenario.
Question – AIR (19 marks)

The directors of ER have decided to concentrate the company's activities on three core
areas, bus services, road freight and taxis. As a result, the company has offered for
sale a regional airport that it owns. This part of the question
is looking at the
The existing managers of the airport, along with some employees, are attempting to financing – which is the
purchase the airport through a leveraged management buyout (MBO), and would form focus of part (a). You
a new unquoted company, AIR. The total value of the airport (free of any debt) has need to assess the pros
and cons of this
been independently assessed at $35 million. financing mix.
The managers and employees can raise a maximum of $4 million towards this cost.
This would be invested in new ordinary shares issued at the nominal value of 50c per
share. ER, as a condition of the sale, proposes to subscribe to an initial 20% equity
holding in the company, and would repay all debt of the airport prior to the sale.
EPP Bank is prepared to offer a floating rate loan of $20 million to the management
team, at an initial interest rate of LIBOR plus 3%. LIBOR is currently at 10%. This loan
would be for a period of seven years, repayable upon maturity, and would be secured
This is the main focus of
against the airport's land and buildings. Another condition of the loan is the no part b and indicates
dividends would be payable for the next four years. that a forecasting
exercise is required.
A condition of the loan is that gearing, measured by the book value of total loans to The forecast will be
the book value of equity, is no more than 100% at the end of 4 years. If this condition affected by the impact
of the financing mix.
is not met the bank has the right to call in its loan at one month's notice. AIR would be
328
Skills Checkpoint 5
able to purchase a 4-year interest rate cap at 15% for its loan from EPP Bank for an
This part of the question
upfront premium of $800,000. is again looking at
financing ie part (a). You
A venture capital company, AV, is willing to provide up to $15 million in the form of need to assess the pros
unsecured mezzanine debt with attached warrants. This loan would be for a 5-year and cons of this financing
mix. So don't panic here,
period, with principal repayable in equal annual instalments, and have a fixed interest
it is a discussion point in
rate of 18% per year. part a and a possible
complication in part (b).
The warrants would allow AV to purchase 10 AIR shares at a price of 100 cents each
for every $100 of initial debt provided, at any time after 4 years from the date the
loan is agreed. The warrants would expire after five years.
Most recent
STATEMENT OF PROFIT OR LOSS FOR THE AIRPORT
This proforma may be
useful for your forecast $'000
in part (b).
Landing fees 14,000
Other revenues 8,600
22,600
Labour 5,200
Consumables 3,800
Central overhead payable to ER 4,000
Other expenses 3,500
Interest paid 2,500
19,000
Taxable profit 3,600
Taxation (33%) 1,188
Retained earnings 2,412
ER will continue to provide central accounting, personnel and marketing services to

AIR for a fee of $3 million per year, with the first fee payable in year one.
All revenues and cost (excluding interest) are expected to increase by approximately
5% per year.
Tax is paid one year in arrears.
329
STEP 2 Plan your answer. Double-check that you are applying the correct
knowledge and that you are not neglecting areas from other syllabus
areas that would help to support your analysis.
This plan uses wording

from the requirement
Example answer plan and notes a range of
points that could be
Part a made.
Define the financing mix There are more than

sufficient points there
for a 9 mark
Pros Cons
requirement.
Elements of the mix
$4m Relatively small investment Conflict: managers v staff
$1m ER Skills & motivation
$20m loan Term of loan Floating rate, covenant
Dividend restriction
$10m (balance) AV Unsecured, fixed rate Warrants, interest rate high
Repaid in instalments
The overall mix

– highly geared Risk of default
Part b
Forecast This part of the plan
identifies the approach
1 Forecast the profit or loss statement and then that will be followed in
2 Forecast the value of equity and debt each year constructing an answer.
3 Then evaluate gearing in four years' time
330
Skills Checkpoint 5
STEP 3 Produce your answer, explaining the meaning of your points - and relating
them to the scenario wherever possible.
Solution
(a) Financing mix
If the airport can be purchased for $35 million, the financing mix is proposed as:
$m
8 million 50 cent shares purchased by managers and employees 4
2 million 50 cent shares purchased by ER 1
EPP Bank: secured floating rate loan at LIBOR + 3% 20
AV: mezzanine debt with warrants (balancing figure) 10
Total finance 35
AV finance facility
Example of
application to
Up to $15 million of the mezzanine debt is available, however this is an
scenario expensive source of finance costing 18% compared with 13% for the loan
from EPP.
If the warrants attached to the mezzanine debt are exercised, AV will be
able to purchase 1 million new shares in AIR for $1 each. This is a cheap
price considering that the book value per share at the date of buyout is
$3.50 ($35m/10 million shares). The ownership by managers and staff
will be diluted from 80% to approximately 73%, with ER holding 18% and
AV holding 9%. This should not affect management control provided that
managers and staff remain as a unified group.
The debt must be repaid in five equal annual instalments; that is, $2 million
each year. If profits dip in any particular year, AIR might experience cash
flow problems, necessitating some debt refinancing.
Short punchy
paragraphs Management and employee contribution
explaining why
your points matter A leveraged buyout of the type proposed allows managers and
employees to own 80% of the equity while only contributing $4 million out
of $35 million capital (11%). However, it is important that the managers
and employees agree on the company's strategy at the outset. If the
shareholders break into rival factions, control over the company might be
difficult to exercise. It would be useful to know the disposition of
shareholdings among managers and employees in more detail.
ER contribution
The continued involvement of ER will allow ER's skills to continue to be
drawn on. This should enhance the possibility of the MBO succeeding. On a
practical level, the continued provision of central services by ER reduces the
risk that the MBO fails due to weaknesses in its accounting systems.
EPP loan
Applied to the
scenario
The advantage of the loan is that it avoids the need for managers to invest
more money, or for the relatively expensive finance facility from AV to be
used in full. However, it is a variable rate loan and therefore exposes AIR to
the risk of interest rate increases. The covenant exposes AIR to the risk of
331
default (this is analysed in part (b)). In addition the restriction on dividend
payments for four years will reduce the short term gains to shareholders from
the MBO.
Gearing
The initial gearing of the company will be extremely high: the debt to
equity ratio is 600% ($30 million debt to $5 million equity). This makes
the overall mix a risky one for the investors and is explains the existence of
the loan covenant and restriction on dividend payments.
(b)
AIR: FINANCIAL FORECAST
Year 0 Year 1 Year 2 Year 3 Year 4
$'000 $'000 $'000 $'000 $'000
Landing fees 14,000
Other revenues 8,600
22,600
Labour 5,200
Consumables 3,800
Other expenses 3,500
12,500
Direct operating profit
growing at 5% p.a. 10,100 10,605 11,135 11,692 12,277
Central services from ER (3,000) (3,150) (3,308) (3,473)
EPP loan interest at 13% (2,600) (2,600) (2,600) (2,600)
on $20m
Neatly produced
Mezzanine debt interest at 18%
forecast with a
on $10m (1,800) column for each
on $8m (1,440) year to save
time
on $6m (1,080)
on $4m (720)
Profit before tax 3,205 3,945 4,704 5,484
Tax at 33% 1,058 1,302 1,552 1,810
Profit after tax 2,147 2,643 3,152 3,674
Reserves b/f 0 2,147 4,790 7,942
Reserves c/f 2,147 4,790 7,942 11,616
Share capital + reserves 7,147 9,790 12,942 16,616

Total debt at end of year 28,000 26,000 24,000 22,000
Gearing: debt/equity 392% 266% 185% 132%
Concise explanation of
meaning and limitations If warrants are exercised, $1m of new share capital is issued,
of the analysis as part of reducing the gearing at Year 4 to 22,000/17,616 = 125%.
the evaluation
Gearing at period end
Using these assumptions and ignoring the possible issue of new
shares when warrants are exercised, the gearing at the end of
four years is predicted to be 132%, which is significantly
above the target of 100% needed to meet the condition on
EPP's loan.
332
Skills Checkpoint 5
If warrants are exercised, $1 million of new share capital will be

raised, reducing the Year 4 gearing to 125%, still significantly
above the target.
Cash flow
A key assumption is that cash generated from operations is
sufficient to repay $2 million of mezzanine debt each year,
which is by no means obvious from the figures provided.
Increase in LIBOR
Results will be worse if LIBOR rises above 10% over the
period. However, the purchase of the cap will stop interest
payments on EPP's loan rising above 15%. Conversely if LIBOR
falls, the increase in profit could be considerable, but it is
still very unlikely that the loan condition will be met by Year 4.
Problems in meeting loan condition
There will therefore definitely be a problem in meeting EPP
Bank's loan conditions. This may mean that AIR will need to Keep suggested
actions brief as this
repay the loan in full after four years. is potentially going
beyond the scope
However, if the company is still showing steady growth by of the requirement.
Year 4, and there have been no problems in meeting interest
payments, EPP Bank may not exercise its right to recall the
loan. However, in light of this risk, the directors of AIR could
consider control action to reduce the risk of the covenant being
broken, eg improvements in cost effectiveness,
renegotiating the allowed gearing ratio to a more
realistic figure, or an injection of equity funds.
333
completed below for the AIR activity to give you an idea of how to complete the diagnostic.
Managing information Did you understand the syllabus knowledge required to

address the requirements – some from syllabus Section B
(financing – in part (a)) and some from syllabus Section D
(forecasting – in part (b))?
Correct interpretation Did you realise the need for narrative to support your
of the requirements numerical analysis in part (b)?
Effective writing and Did your evaluation include a critical evaluation of the
presentation assumptions made in your numerical analysis?
334
Skills Checkpoint 5
Summary
Make sure that you are able to 'think across the syllabus' by making sure that you do
not have knowledge gaps by the time of the real exam. This will involve:
 Carefully revising discussion areas as well as numerical areas
 Revising all syllabus sections. Do not neglect syllabus Section A (role of the
senior financial adviser) and D (corporate reconstruction and reorganisation)
because they do not contain complex numerical techniques.
Remember that the structure of the AFM exam exposes students that have knowledge
gaps because:
 The 50-mark question is structured to test multiple syllabus areas (and will span
at least two syllabus sections)
 The 25-mark questions, although often focusing on a specific syllabus section,
normally contain three requirements which often means that a wide variety of
topics within this syllabus area is being tested
 There are no optional questions
It is therefore crucial that you prepare yourself for the exam by revising across the
whole syllabus. Even if your knowledge is deeper in some areas than others there must
not be any gaps'. Make sure when you answer questions that you try, where
appropriate, to address a problem from a variety of perspectives.
This skill will often involve thinking outside the confines of one specific chapter of the
Workbook and thinking across the syllabus.
335
336
Appendix 1 – Activity answers
Chapter 1 Financial strategy: formulation

Activity 1: Dividend capacity
$m
Profits after interest and tax (400 – 30 – 75) 295
Less preference dividends (15)
Add back depreciation 60
Less capital expenditure
(Closing non-current assets higher by 40 + depreciation 60 = capital expenditure
of 100) (100)
Less debt repaid
Dividend capacity 140
The ordinary dividend of $60 million is below this, which indicates that the dividend could
potentially be increased.
Activity 2: Ethical considerations in financial management
Area of financial Ethical considerations

management
Investment Fairness of wages and salaries, working conditions, training and career
development
Potential impact on the environment
Bribery of government officials
Failing to invest because bonuses are based on short-term share
performance (short-termism)
Over-priced takeovers indicate that managers are focused more on
empire building than on shareholder value maximisation
Financing A bank lending the company money may have an unethical profile
Tempting to suppress bad news at a time that finance is being raised
Dividend policy May be at the expense of providing quality products or services or

treating other stakeholders fairly
Risk management Neglect of risk management in order to hit profit targets. Directors
pursuing diversification strategies to protect their own positions, when it
is not in the best interests of shareholders
Note that many points could be made here – there is no definitive list. The actual issues should be
clearly signalled in an exam question.
Chapter 2 Financial strategy: evaluation
Activity 1: Introductory example

Each investment has an expected return of 10% but investing 100% in either company leaves risk, ie
return might be as high as 25% or as low as –5%.
Investing in a 50:50 portfolio gives an expected return of 10% per year under any scenario but with
no risk, and therefore the portfolio is preferable to only investing either in an airline company or an
oil company.
337
Use the beta of the company: 1.5
Ke = 2 + (4  1.5) = 8%

Credit spread on existing AAA rated bonds 0.18%
Yield curve benchmark 5.50%
Cost of debt pre-tax 5.68%
Cost of debt post-tax (5.68  (1– 0.3)) 3.98%

Time 1 2 3 Total
Per £100 6.2 6.2 106.2
DF 4.58% 0.956
DF 5.12% 0.905
DF 5.68% 0.847
PV 5.93 5.61 89.95 101.49
Nominal value £0.49 billion  101.49/100 = market value £0.4973 billion being approximately
£0.50 billion.
Workings
DF 4.58% for 1 year = (1+ 0.0458) ^ –1
DF 5.12% for 2 years = (1+ 0.0512) ^ –2
DF 5.68% for 3 years = (1 + 0.0568) ^ –3
Activity 5: Calculating the WACC

After tax cost of debt is 3.98%
WACC = (8  50/100) + (3.98  50/100) = 5.99%
Activity 6: Ratio analysis

(a) Both the company and the sector performed badly in 20X6. However, in 20X7, the sector
appears to have recovered but Neptune Co's performance has worsened. Neptune Co's
actual average returns are significantly below the required returns in both years.
Neptune Co
Return to shareholders (RTS) 20X6 20X7
Dividend yield* 8.0% 6.25
Share price gain –4.0% –16.67%
Total 4.0% –10.42%
* Technically it is better to use the closing year share price from the previous year for this
calculation (eg 0.4/5.0 = 8% because this is the opening year share price and is
consistent with the share price gain calculation but it is also acceptable to use the current
year share price.
Required return (based on CAPM) 13.0% 13.60%
338
Sector (RTS) 20X5 20X6 20X7

Dividend yield 7.73% 6.64% 7.21%
Share price gain 16.53% –1.60% 12.21%
Total 24.26% 5.04% 19.42%
Average: 16.2%
Required return (based on CAPM) 13.0% 13.6% 16.0%
Average: 14.2% eg (4 + 1.5 
(10 – 4)) =
13.0%)
Note. The averages for Neptune Co and for the sector are the simple averages of the three
years: 20X5 to 20X7.
(b) Ratio calculations
Focus on investor and profitability ratios
Neptune Co 20X5 20X6 20X7
Profit margin (profit/sales) 10.8% 6.0%

Earnings per share n/a $0.48 $0.24
Price to earnings ratio n/a 10.00 16.67
Gearing ratio (debt/(debt + equity)) n/a 36.2% 32.3%
Dividend yield n/a 8.00% 6.25%
(Calculating on opening year share prices;
alternatively closing year may be used) (0.4/5.0) (0.3/4.8)
Other calculations
Neptune Co, sales revenue annual growth rate average between 20X6 and 20X7 =
(2,390/2,670) – 1 = –10.5%.
Discussion
In terms of Neptune Co's performance between 20X5 and X7, it is clear from the calculations
above, that the company is experiencing considerable financial difficulties.
Sales have fallen more sharply than the sector average and profit margins have fallen
(–44%) and so has the earnings per share (–50%).
The share price has decreased over this period as well and in the last year so has the dividend
yield. This would indicate that the company is unable to maintain adequate returns for its
investors (please also see below).
Although Neptune Co's price to earnings (P/E) ratio has increased significantly in 20X7, this is
because of the large fall in the EPS, rather than an increase in the share price. However, this
could be an indication that there is still confidence in the future prospects of Neptune Co.
Finally, whereas the sector's average share price seems to have recovered strongly in 20X7,
following a small fall in 20X6, Neptune Co's share price has not followed suit. So, it would
seem that Neptune Co is a poor performer within its sector.
This view is further strengthened by comparing the actual returns to the required returns based
on the capital asset pricing model (CAPM). Taking the above into account, the initial
recommendation is for Splinter Co to dispose of its investment in Neptune Co.
339
Activity 7: Business risk
Examples of business risk here could include:
 Threats of technical change leading to product obsolescence; although this would not
appear to be high here as DX Co does not manufacture the products.
 Social change leading to a fall in the number of people participating in sports.
 Operational risks, including risks such as human error, breakdowns in internal
procedures and systems or external events. Damage to an organisation's reputation
(reputational risk) can arise from operational failures.
 Threats to the business or the industry from government action (change to laws regarding
minimum wages, taxes or regulations for example surrounding working conditions), ie
political/fiscal/regulatory risk.
Chapter 3 DCF techniques
Activity 1: Avanti
(All figures $'000)
Time 0 1 2 3 4 5
Sales 1,100 2,500 2,800 3,000
Direct costs (750) (1,100) (1,500) (1,600)
Marketing (170) (250) (200) (200)
Office overheads (40%) (50) (50) (50) (50)
Net real operating flows 130 1100 1050 1,150
 1.04  1.04  1.04  1.04

2 3 4
Inflated at 4% (rounded) 135 1,190 1,181 1,345

Tax allowable depreciation (W1) (135) (131) (99) (195)
Unused TAD from time 1 (40)
Taxable profit 0 1,019 1,082 1,150
Taxation at 30% in arrears 0 (306) (325) (345)
Land and buildings (2,785 – 80) (2,705)

Resale value 4,000
Add back TAD (used) 135 171 99 195
(175 – 40) (131 + 40)
Working capital cash flows (W2) (165) (225) (64) (52) 506
12% discount rate (W3) 1.0 0.893 0.797 0.712 0.636 0.567
Present values (3,570) (80) 897 586 3,515 (196)
NPV 1,152
340
Workings
1 Tax allowable depreciation (TAD)
Time 0 1 2 3 4 5
Written down value: start of year 700 525 394 295
Scrap value (100)
195
TAD (25% reducing 175 131 99 195
balance) (balance)
2 Working capital
Time 0 1 2 3 4
Nominal sales 1,144 2,704 3,150 3,510
Working capital 165 390 454 506 0
Cash flow (165) (225) (64) (52) 506
3 Nominal discount rate (1.077)  (1.04) = 1.12
Activity 2: IRR
1152
IRR = 12 + (20-12) = 21%
1152 –138
Activity 3: MIRR
Time 0 1 2 3 4 5
Present values (3,570) (80) 897 586 3,515 (196)
The investment phase is assumed to be time 0 only.

The returns phase is therefore time 1–5 and the sum of these present values is 4,722.
1/ 5
 4, 722
   1 0.12  1= 0.184 or 18.4%
3, 570 
18.4% is the modified IRR
Activity 4: Project duration

Time 1 2 3 4 5
PV as % of inflows –80/4,722 897/4,722 586/4,722 3,515/4,722 –196/4,722
3,570 + 1,152 = 4,722 = –0.02 = 0.19 = 0.12 = 0.74 = –0.04
Project duration = (1  –0.02) + (2  0.19) + (3  0.12) + (4  0.74) + (5  –0.04) = –0.02 +
0.38 + 0.36 + 2.96 – 0.2 = 3.5
Alternative solution, using quicker method:
PV of cash inflows = 4,722
Time 1 2 3 4 5
PV  time period –80  1 897  2 586  3 3,515  4 –196  5
= –80 = 1,794 = 1,758 = 14,060 = –980
Project duration = (–80 + 1,794 + 1,758 + 14,060 – 980)/4,722 = 3.5
This means that this project delivers its value over about 3.5 years, ie it has the same
duration as a project that delivers 100% of its (present value) cash inflows in 3.5 years' time.
341
Activity 5: Value at risk
(a) The VAR at 95% is 1.645  1,000,000  √4 = $3,290,000, ie worst case NPV (only 5%
chance of being worse) = $2m – $3.29m = –$1.29m
(b) The VAR at 99% is calculated on the same basis but using 2.33 from the normal distribution
table instead of 1.645. This results in a value at risk of $4.66m and a worst case NPV (only
1% chance of being exceeded) of $2m – $4.66m = –$2.66m
Chapter 4 Application of option pricing theory in investment

decisions
Option type
To expand To delay To redeploy To withdraw
Proposal 1 Higher profile in Better information

the industry may on which to
make allow make this
Entraq to move decision will be
into new available after
geographical the election
markets/related
product areas
Proposal 2 Better information Assets can be Land should be

on which to redeployed easy to sell
make this
decision will be
available after
the election
Activity 2: Valuing a call option

1 Initial variables
Pa = $600,000 discounted r= 0.04 (risk free rate)

back to time 0 at
10% = $409,800.
Pe = $600,000 t= 4 (expiry of option)
e
–rT
= –(0.04  4)
e = 0.852
Note. That if Pa had been given in present value terms then you would not have discounted
this value.
2 Calculation of d1 and d2, starting with d1.

ln 2
ln(Pa /Pe ) = (r  0.5s2 )t (0.04 + 0.5 + 0.3 )
(409,800/600,000) =
 4 = 0.340
= –0.381
s= 0.30 s t = 0.3  2 = 0.6
d1= 0.381 0.34
= –0.07
0.6
342
d2 = –0.07 – 0.3  2 = –0.67
N(d1) = 0.5 – 0.0279 = 0.4721
N(d2) = 0.5 – 0.2486 = 0.2514

Co= (409,800  0.4721) – (600,000  0.2514  0.852) = $193,467 –
$128,516 = $64,951
Project A now becomes a +NPV project ($64,951 – $10,000 = $54,951)
We can now see the value of the real options approach. Here a project originally showed a
negative NPV of $10,000 and would therefore be rejected. However, by valuing a real
option associated with the project we can see that the project now has a positive NPV and
can therefore be justified.
Activity 3: Valuing a put option

Solution
formula
C0 = PaN(d1) – PeN(d2 )e–rt
PV of the inflows from the project = outlay $90m + NPV $10m = $100m
Pa = Pa is the PV of the r= 0.05

cash inflows from the
project AFTER the
exercise of the
option.
Assuming that this is
in 10 years' time,
then 20 years of the
project remain so Pa
is estimated as
20/30  100 =
$66.7m.
Pe = $40m t= 10
e
–rt –(0.05  10)
=e =
0.6065
2 Next complete the workings for d1 and d2, starting with d1
In(Pa / Pe )+(r + 0.5s2 )t

d1 =
s t
s= 0.45 s t = 1.423
2
d1 = ln(66.7 40)+(0.05+ 0.5 × 0.45 )10 0.511 1.513
= = 1.42
0.45 10 1.423
d 2  d1  s T
d2 = d2 = 1.42 – 0.45  3.162 = 0
343
3 Then use the normal distribution tables to calculate N(d1) and N(d2)
The normal distribution tables tell you that where the values of d1 and d2 are positive they
should be added to 0.5, where they are negative they are subtracted from 0.5. Here we are
dealing with positive numbers.
N(d1) = 0.5 + 0.4222 = 0.9222
N(d2) = 0.5 + 0 = 0.5
4 Value the call option
C0 = PaN(d1) – PeN(d2 )e–rt
C0 = = (66.7  0.9222) – (40  0.5  0.6065) = 61.51 – 12.13 =

$49.38m
5 Now value the put option
P = C – Pa +Pe e –rt
Put option value = 49.38 – 66.7+ 40  0.6065 = $6.94m

– the project's NPV is understated by this value.
If this option can be exercised at any point up to the end of the ten-year period then the
option would be worth more than this, since it could be exercised if the project is failing; the
Black–Scholes model assumes that the option is exercised on a specific date, ie at the end of
ten years.
Chapter 5: International investment and financing decisions
Activity 1: PPP theory

Year 1 = 1.5  1.025/1.021 = 1.506
Year 2 = 1.506  1.025/1.021 = 1.512
Year 3 = 1.512  1.030/1.010 = 1.542
This is potentially bad news for a US firm because the strengthening dollar indicates a fall in the
value of the foreign currency (the peso).

Exchange rate workings
The first step is to calculate the expected exchange rate between the peso and the $ at the end of
each year. This can be estimated using purchasing power parity theory.
It is assumed that expected inflation remains constant.
1+ Country Z Inflation
Formula: Forecast rate = Spot rate 
1+ US Inflation
The expected spot rate at the end of each year can now be found.
344
Year Peso/$
0 2.0000
1 1.03
2.000  = 1.9619
1.05
2 1.03
1.9619  = 1.9245
1.05
3 1.03
1.9245  = 1.8878
1.05
4 1.03
1.8878  = 1.8518
1.05
The $ NPV can now be found.
Discounting annual $ cash flows at 16%
Time 0 1 2 3 4
Cash flow (peso '000) (2,500) 750 950 1,250 1,350
Exchange rate (see workings) 2.0000 1.9619 1.9245 1.8878 1.8518
Cash flow ($'000) (1,250) 382 494 662 729
Discount at 16% 1.000 0.862 0.743 0.641 0.552
Present value (1,250) 329 367 424 402
Total NPV = $272 ('000s)
Activity 3: Extra complications

'000 peso 0 1 2 3 4
Operating cash flows 750 950 1,250 1,350
TAD (100) (100) (100) (100)
Intercompany transactions (25) (25) (25) (25)
Taxable profit 625 825 1,125 1,225
Taxation (20%) (125) (165) (225) (245)
Capital expenditure (2,500)
Add back TAD 100 100 100 100
Net cash flows (2,500) 600 760 1,000 1,080
Forecast exchange rate 2.0000 1.9619 1.9245 1.8878 1.8518
Net cash flows in $'000s (1,250) 306 395 530 583
Extra tax in US in $'000s (extra 10%) (32) (43) (60) (66)
Intercompany transactions 13 13 13 14
Other US cash flows (15) (15) (15) (15)
Taxable profit in $s (2) (2) (2) (1)
Tax paid or saved on US cash flows
(at 30%) 1 1 1 0
Net cash flows in $'000s (1,250) 273 351 469 516
DF @ US rate 16% 1.000 0.862 0.743 0.641 0.552
Present value in $'000s (1,250) 235 261 301 285
Net present value = $(168) in '000s, ie reject project
Workings
'000 peso 0 1 2 3 4
Taxable profit 625 825 1,125 1,225
Overseas tax paid (125) (165) (225) (245)
Extra US tax (30% is 50% above 20%) (62.5) (82.5) (112.5) (122.5)
In $s (dividing by exchange rate) (32) (43) (60) (66)
345
Or
'000 peso 0 1 2 3 4
Taxable profit 625 825 1,125 1,225
Extra tax in US (extra 10%) in pesos (62.5) (82.5) (112.5) (122.5)
In $s (dividing by exchange rate) (32) (43) (60) (66)
Activity 4: Translation risk

(a)
Exchange rate 1.1 $/€ Exchange rate 1.4 $/€

€m €m
Assets 14,909 Assets 14,714
Equity (balance) 5,650 Equity 5,455
Floating rate debt 2,909 Floating rate debt 2,909
Current liabilities 6,350 Current liabilities 6,350
14,909 14,714
(b)
Exchange rate 1.1 $/€ Exchange rate 1.4 $/€

€m €m
Assets 14,909 Assets 14,714
Equity (balance) 5,650 Equity 5,650
Floating rate debt 2,909 Floating rate debt 2,714
Current liabilities 6,350 Current liabilities 6,350
14,909 14,714
Using overseas debt means that if the local exchange rate falls, the decline in the value of the
overseas assets is matched by a decline in the value of the liabilities – if local debt finance is
used this does not happen and the book value of equity is damaged.
Chapter 6 Cost of capital and changing risk

(a) The existing WACC could not be used because this would ignore the benefit of using debt
finance.
(b) Ke would rise because the use of debt makes equity more risky (higher financial risk, dividends
become more volatile). Note that the WACC would still fall.
Activity 2: M&M cost of equity demonstration

(a) Ke = 12 + (1 – 0.3)(12 – 6)  1/1 = 12 + 4.2 = 16.2%
(b) WACC = ( 0.5  16.2) + (0.5  6  (1 – 0.3)) = 8.1 + 2.1 = 10.2%

The use of debt will bring benefit to the company because the lower WACC will enable future
investments to bring greater wealth to the company's shareholders.
346
Activity 3: APV demonstration

Step 1
Base case NPV at ungeared cost of equity
Time 0 1–5
Project cash flows $m (11.0) 2.900
Df 10% 1.0 3.791
Present value (11.0) 10.994
Overall NPV of project as if
ungeared ($0.006)m
Step 2
Annual interest paid $m $8m  0.05 = $0.4m
Time 1–5
Tax saved on interest $m $0.4m  0.3 = $0.12m
Df at return on debt (5%) 4.329
Present value $0.519m
Step 3
Issue costs $m = ($0.2m)
APV
APV $m –0.006 + 0.519 – 0.2 =
Step 1 + Step 2 + Step 3 = +$0.313m  Accept
Activity 4: APV using an asset beta

Step 1
Equity beta = 1.75
Ungear
a = 1.75  (2/2.7) = 1.2963

Ke = 5 + (4)1.2963 = 10.19% (as previous example)
Activity 5: Business risk – two approaches

(a) Step 1
Beta of parcel delivery company = 1.8
Ungeared this becomes
a = 1.8  (1/2.4) = 0.75
Step 2
Regear to reflect Stetson's gearing
0.75 = e  (1/1.7)
e = 0.75/(1/1.7) = 1.275
Step 3
Ke = 4 + (8)1.275 = 14.2%
WACC = (14.2%  1/2) + (4%  0.7  1/2) = 7.1 + 1.4 = 8.5%
This WACC reflects the business and financial risk of the new investment.
347
(b) Step 1
Ke = 18.4%
Ungear
i i
18.4 = K e + 0.7( K e – 4) 2/1
i i
18.4 = K e + 1.4 K e – 5.6
i
24 = 2.4 K e
i
K e = 10%
Step 2
Regear
Ke = 10 + (0.7  (10 – 4)) 1/1 = 14.2%
Step 3
WACC = (14.2%  1/2) + (4%  0.7  1/2) = 7.1 + 1.4 = 8.5%
This is a WACC that reflects the business and financial risk of the new investment.
Chapter 7 Financing and credit risk

Activity 1: Yield curve
If a government bond with a coupon rate of 4.5% and three years to maturity is trading at $97.4,
then we can estimate the required yield in Year 3 as:
–1 –2 –3
$97.4 = $4.5  (1 + r1 ) + $4.5  (1 + r2 ) + $103.5  (1 + r3 )
We know that the required yield for cash flows in 1 year is 4.5% from the earlier illustration, and in
year 2 is 5% so this becomes:
–3
$97.4 = $4.31 + $4.08 + $104.5  (1 + r3 )
–3
So ($97.4 – 4.31 - $4.08)/$104.5 = (1 + r3 )
–3
So 0.852 = (1 + r3 )
–3 3 3
Given that (1 + r) = 1/(1 + r) then: 1/0.852 = (1 + r3 )
Then (1 + r3 ) = 3 1.174 = 1.055
So r3 = 0.055 or 5.5%.
This the required yield in Year 3.
Activity 2: Impact of a change in credit rating

1 Tetron's current WACC
Current required
return on debt = 4.4% + 0.10% = 4.5% (pre-tax)
Current WACC = (90/100) 8% + (10/100) 4.5% (1-0.2) = 7.56%
2 New required yield on debt at a credit rating of A
Current debt finance 4.4 + 0.6 = 5.0% pre-tax
(1 year to maturity)
New debt finance 5.5 + 0.75 = 6.25% pre-tax
(3 years to maturity)
348
3 New market value of debt.

Current debt finance Time 1
(one year to maturity) $m 10.45
Repays $10m + $0.45 = df 5% 0.952
$10.45m in 1 year Present value $9.95m
New debt finance $5 million as given
(three years to maturity)
4 Revised WACC
Revised WACC = (90/104.95) 8% + (9.95/104.95) 5% (1-0.2) +
(5/104.95) 6.25% (1-0.2)
= 6.86 + 0.38 + 0.24 = 7.48%
Workings
Ve = $90m
Existing debt = $9.95m costing 5% pre-tax

New debt = $5m costing 6.25%
Total capital = $90m + $9.95m + $5m = $104.95m
Despite the change in credit rating the impact of the new debt issue, in this
example, is to decrease the WACC.
Activity 3: Islamic finance

With a Mudaraba contract, any profits would be shared with the bank according to a pre-agreed
arrangement when the contract is constructed. Losses, however, would be borne solely by the bank
as the provider of the finance. The bank would not be involved in the executive decision-making
process. In effect, the bank's role in the relationship would be similar to an equity holder holding a
small number of shares in a large organisation.
With a Musharaka contract, the profits would still be shared according to a pre-agreed arrangement
similar to a Mudaraba contract, but losses would also be shared according to the capital or other
assets and services contributed by both parties involved in the arrangement. Within a Musharaka
contract, the bank can also take the role of an active partner and participate in the executive
decision-making process. In effect, the role adopted by the bank would be similar to that of a venture
capitalist.
A bank may prefer the Musharaka contract because it may be of the opinion that it needs to be
involved with the project and monitor performance closely due to the inherent risk and uncertainty of
the venture, and also to ensure that the revenues, expenditure and time schedules are maintained
within initially agreed parameters. In this way, it may be able to monitor and control agency related
issues more effectively.
Chapter 8 Valuation for acquisitions and mergers

Activity 1: Asset valuation
Correct answer $1,100m
The value of the net assets is $2,380 – $1,280 = $1,100m (which is also the book value of
equity).
Note on incorrect answers:
 $2,380m – this is the total value of assets, ie ignores liabilities
 $1,680m – this is total assets less current liabilities, ie ignores non-current liabilities
349
Activity 2 (continuation of Activity 1): CIV
CIV involves the following steps:
1 Estimate the profit that would be expected from an entity's tangible asset base using an
industry average expected return
12% of $2,000m = $240m
2 Calculate the present value of any excess profits that have been made in the recent past, using
So Transit is making excess pre-tax profits of $400m – $240m = $160m
Post-tax this is $160  (1 – 0.25) = $120m
$120m discounted to infinity at 10% = $120m  1/0.1 = $1,200m
This is an estimated of the value of Transit Co's intangible assets.
So the revised asset value is $1,100m (from Activity 1) + $1,200m = $2,300m

Groady's P/E ratio is higher, indicating higher growth prospects.
If Bergerbo can be turned around and will share these growth prospects, then its earnings of €5.6m
will have a total value of €118.7m (5.6  21.2).
Activity 4: Post-acquisition values

(a) Maximum amount to be paid
Macleanstein must consider the synergies to be made from the combination when determining
the maximum amount to pay.
Value of Thomasina to Macleanstein = value of combined company – current value of
Macleanstein
Earnings of combined company = (500m  750m  150m) = $1,400m
Current value of Macleanstein = 17  $750m = $12,750m
Max price = $9,650m ($1,400m  16) – $12,750m
(b) Minimum amount that Thomasina's shareholders should accept
= current value of Thomasina's equity
= 14  $500m = $7,000m
The final amount paid will probably fall between these two extremes.
Activity 5: Non-constant growth

Phase 1
Time 1 2 3
Dividend $m 5.15 5.30 5.46
DF @ 8% 0.926 0.857 0.794
PV 4.77 4.54 4.34
Total = $13.65m
350
Phase 2
d0 (1+ g) d (1+ g)
P0 = is adapted to P3 = 3
re – g re – g
5.46  1.02 5.57

P3 = = = $92.83m
0.08  0.02 0.08 – 0.02
Then discounting at a time-3 discount factor of 0.794 = $92.83  0.794 = $73.71m
Total Phase 1 + Phase 2 =

Total = $13.65m + $73.71m = $87.36m
Activity 6: FCF and FCFE method

Approach 1
Time 1 2 3 4 onwards
$m 5.6 7.4 8.3 12.1
Annuity (1/0.13) 7.692
Value at time 3 93.1
@ 13% 0.885 0.783 0.693 0.693
PV 5.0 5.8 5.8 64.5
Total PV 81.1
Less debt (15.0)
Value of equity 66.1 This suggests that the target is not worth $75m
Ke (using CAPM) 5.75 + 2.178 (10 – 5.75) = 15.0%

Kd  (1 – t) 5.75%  0.7 = 4.03%
WACC = (15  0.833) + (4.03  0.167) = 13.2% (rounded to 13%)
Approach 2
Interest p.a. = $0.6m after tax ($15m  0.0575  0.7)
Time 1 2 3 4 onwards
$m after interest 5.0 6.8 7.7 11.5
Annuity (1/0.15) 6.667
Value at time 3 76.7
Ke = 15% 0.870 0.756 0.658 0.658
PV 4.4 5.1 5.1 50.5
Value of equity 65.1

(as Approach 1 except for a small rounding difference) since we used 13.0%
in Approach 1 instead of 13.2%
351
 Ve   Vd 1– T  
a    
  V  V 1 T   e
 +
  Ve  Vd 1 T    d
 e d   
1 Asset beta calculations assuming a debt beta of zero
Value of Salsa = £9  40m = £360m pre-acquisition
Value of Enco = £1  62.4m = £62.4m pre-acquisition
Total = £360m + £62.4m = £422.4m
Degearing Salsa's beta (360/(360 + 45  (1 – 0.3))  1.19 = 1.09
Degearing Enco's beta (62.4/(62.4 + 5  (1 – 0.3))  2.2 = 2.08
Post-acquisition asset beta (1.09  360/422.4) + (2.08  62.4/422.4) = 1.24
2 Regear the beta using pre-acquisition equity and debt weightings, including
the £80m of extra debt
(ie total debt = 80 + 45 + 5 = 130).
1.24/(422.4/(422.4 + 130  (1 – 0.3))) = 1.51
so Ke = 4.5 + (1.51 × 3.5) = 9.79%
3 Post-acquisition WACC
(9.79  422.4/552.4) + (6.8  130/552.4  (1 – 0.3)) = 8.6%
7.49 + 1.12 = 8.6%
4 Post-acquisition NPV
After
Time 1 2 3 4 5 Year 5
Free cash flows 35.18 36.87 38.66 40.56 42.58 43.43
Annuity
(1/(0.086 – 0.02)) 15.15
Value as at time 5 657.96

df at 8.6% 0.921 0.848 0.781 0.719 0.662 0.662
NPV 32.40 31.27 30.19 29.16 28.19 435.57
Total 586.71
Land 6.5
Total 593.21
Subtract debt
Salsa debt 45
Enco debt 5
New debt 80
Total debt 130
Total value of equity post-acquisition = £593.1m – £130m = £463.21m
352
5 Subtract value of bidder to establish the maximum value to pay

Value of Salsa was initially £360m (40m  £9).
Maximum to pay for Enco = £463.21m – £360m = £103.21m
The maximum bid is £23.21m higher than the current bid of £80m.
6 Subtract value of bidder and target to establish the value created
Total value created = £463.21m – £360m – £62.4m (Enco's value pre-acquisition) =
£40.81m
Chapter 9 Acquisitions: strategic and regulatory issues
Activity 1: Homework exercise

(a) Prevents the offeree company from being constantly distracted from their core business by
rumours. The so-called 'put up or shut up rule' was changed in 2011 by the Takeover Panel,
the body which polices mergers and acquisitions, so that from the day a company announces
it has received an approach, the business making the offer has 28 days to put forward a firm
bid.
This also means a company has 28 days to prepare a defence before a business returns with
a firm offer.
(b) To prevent unrealistic bids.
(c) Encourages the offeree company not to reject bids that are in the best interests of their own
shareholders.
(d) Prevents the bidder from exercising control without giving other shareholders the chance to sell
out.
(e) Bid timetable aims to get bids out of the way quickly. Conditional offers mean that extra
shares only have to be bought by the bidding company if they have achieved more than 50%
control.
(f) See (a).
Chapter 10 Financing acquisitions

(a) 1 Estimate the group's post-acquisition earnings including synergies
Minprice Savealot
EPS $0.191 $0.465
Number of shares in issue 155m 21m
Total earnings $29.605m $9.765m
Combined earnings = 29.605 + 9.765 = $39.37m
2 Use an appropriate P/E ratio to value these earnings
Minprice Savealot
P/E 300/19.1= 15.71 500/46.5 = 10.75
Valuation at Minprice's P/E of 15.71
39.37  15.71 = $618.5m
353
Divide by the new number of shares in issue to get the estimated
post-acquisition share price
Minprice Savealot
No shares in issue 155m + 42m (21  2) new shares
= 197m
$618.5m/197m shares = post-acquisition share price of $3.1396
Deduct the value of whole bid to see if value is created for the bidding
company's shareholders.
Value of offer to Savealot = $3.1396  21m shares  2 = $131.9m
Post-acquisition value $618.5m – amount paid in shares of $131.9 = $486.6m
This is the value belonging to the existing shareholders post acquisition and is higher
than the existing market value of Minprice before the bid of $3  155m = $465m. So
Minprices's shareholders will gain by $486.6m - $465m = $21.6m.
Evaluation of result
Minprice Savealot
Wealth before bid $3  155 = $465m $5  21m = $105m
Wealth after bid $3.1396  155= $3.1396  42m =
$486.6m $131.9m
Gain (so shareholders would approve) $21.6m $26.9m
Percentage of shares owned by Minprice shareholders = 155m/197m = 79%
(b) The maximum bid will leave Minprice Co's share price unchanged at $3.00
The post-acquisition value of $618.5m divided by the new number of shares in issue = $3.00
So $618.5m/$3 = total number of shares post acquisition = 206.2 million
There are currently 155 million Minprice shares, so this is an increase of 51.2 million.
51.2 million Minprice shares for 21 million Savaealot shares is approximately a 2.4-for-1
paper bid.
Activity 2: Continuation of Activity 1

Minprice Savealot
EPS $0.191 $0.465
No shares in issue 155m 21m
Total earnings $29.605m $9.765m
Combined earnings = 29.605 + 9.765 = $39.37m
New number of shares in issue = 155m + (2 × 21m) = 197m
EPS = $39.37m ÷ 197m = $0.12
The P/E implied by the original bid is 2 shares × $3 = $6 ÷ 0.465 = 12.90
Minprice's current P/E ratio is $3/0.191 = 15.71.
EPS has improved (from $0.191 to $0.20) because the P/E ratio of the acquiring company exceeds
the P/E ratio implied by the amount paid for the target.
354
Chapter 11 The role of the treasury function in

multinationals

Paying subsidiary Total receipts Total payments Net
UK US French
Receiving UK – £2m £1m £3m £4.5m (£1.5m)
subsidiary US £1.5m – £0.5m £2m £6.4m (£4.4m)
French £3m £4.4m – £7.4m £1.5m £5.9m
This minimises transaction costs for inter-company payments.
Only three transactions will take place, two payments to central treasury by the UK and US
operations and a receipt from central treasury by the French subsidiary. Don't forget to state this in
your answer to an exam question (this is a common error).
It is possible that government regulations will prevent multilateral netting, in order to protect the
income that local banks derive from transaction fees associated with currency transactions.
Another potential issue is that delaying the settlement of transactions (everything is settled in 6
months) may create cash flow problems for the affected subsidiaries.
Activity 2: Decentralised treasury

 If subsidiaries have control over treasury operations, such as hedging, then they have greater
control over their financial performance. Enhancing controllability can make performance
appraisal easier, and also increase the motivation of local management.
 Local managers may have greater knowledge of local financing opportunities which
centralised treasury would not be aware of.
Activity 3: Delta hedging

Pa = 444 Pe = 430 T = 0.3333
r = 0.0417  = 0.25
d1 = (0.032 + (0.0417 + 0.03125) 0.333)/(0.25  0.577)
d1 = (0.0563/0.144)
d1 = 0.39
N(–d1) = 0.5 – 0.1517 = 0.3483
(Although this is a positive number, by convention the delta of a put option is referred to as a
negative because the put option will fall in value as the share price rises, and vice versa.)
Options needed = Number of shares held divided by delta
Options needed = 1,000/0.3483 = 2,871
Chapter 12 Managing currency risk
Activity 1: Introduction to transaction risk

(a) A$360,000/1.8 = £200,000 revenue expected
A$360,000/1.5 = £240,000 received
Profits = £40,000
UK exporters gain when the £ gets weaker
355
(b) A$360,000/1.8 = £200,000 cost expected
A$360,000/1.5 = £240,000 paid
Losses = £40,000
UK importers lose when the £ gets weaker
Activity 2: Interpreting spreads

(a) The worst rate for buying £s is 1.9618, so this is the rate that will be offered by a bank.
A$200,000 ÷ 1.9618 = £101,947
(b) The worst rate for buying €s is 0.9000, so this is the rate that will be offered by a bank.
€400,000 × 0.9000 = £360,000
Activity 3: Forward contracts

(a) The worst rate for selling A$s is 1.9615, so this is the rate that will be offered by a bank.
A$2m/1.9615 = £1,019,628
(b) The worst rate for buying $s is 1.9600, so this is the rate that will be offered by a bank.
$2m/1.9600 = £1,020,408
Activity 4: Futures demonstration

Step 1: Now (31 December)
Type of contract
The contract currency is £s and Spandau will need to buy £s (with the $s received), so contracts to
buy are needed.
Date of contract
The earliest futures expiry date after the transaction is June so this will be chosen.
Number of contracts
The standard contract size is £125,000. At the June futures rate of 1.9502, the number of
contracts needed is $5.1m ÷ 1.9502 = £2,615,116. So the number of contracts needed is
£2,615,116/£125,000 = 21 contracts (to the nearest contract)
So Spandau will need to enter into 21 June contracts to buy @ 1.9502
Step 2: End April

So $5.1m revenue will be worth @ April spot rate 2.0000 = £2,550,000

Close out the futures contract by selling £s back to the futures market.
31 Dec: contracts to buy £s at 1.9502
End April contracts to sell £s at 1.9962
Difference 0.0460
A profit has been made as the selling price is above the buying price.
356
The profit can be quantified in one of two ways (either can be used):
(a) 0.0460  125,000  21 contracts = $120,750; or
(b) $12.50  460 ticks  21 contracts = $120,750.
Converting $120,750 into £s at April's spot rate = $120,750/2.0000 = £60,375 profit
So the net outcome from the futures hedge is £2,550,000 (Step 2) + £60,375
(Step 3) profit = £2,610,375

Now (31 Dec)
June futures contract 1.9502
Spot rate 1.9615
Difference (basis)
Future – spot (0.0113)
Time difference Six months (to expiry of June contract)
In four months' time (end April) there will only be two months to the expiry of the June future so only
two months of the basis should remain which is (0.0113)  2/6 = (0.0038) rounding to four decimal
places.
We can forecast the June future in 4 months' time as being the spot rate of 2.0000 $ per £ less
0.0038 = 1.9962.
This was the rate given in Activity 4
Activity 6: Quicker method

Quick method:
opening futures rate – closing basis = effective exchange rate
1.9502 – –0.0038 = 1.9540
Footnote – comparison of the two methods
Longer method
Opening future Closing future Change

1.9502 1.9962 –0.0460
Closing spot
2.0000
Effective rate Closing spot – change in future

2.0000 – 0.046 = 1.9540
Quick method
Opening future
1.9502
Closing basis
–0.0038
Effective rate Opening future rate – closing basis

1.9502 – 0.0038 = 1.9540
357
(a) The option rate is better than the spot so the option is used giving a value of A$2m/1.47 =
£1.36m, which becomes £1.31m after the premium (which is paid up front).
(b) The option rate is worse than the spot, so the spot is used giving a value of £1.54m or
£1.51m, after the premium.
(c) If the option is worthless it will be abandoned (eg in (b)) or the company can exercise the
option and make a profit (buy A$2m at spot for £1.33m and then sell the A$2m for £1.36m).
In either case the premium still has to be paid.
Activity 8: Understanding of option pricing

(a) 1.25 is a better intrinsic value for a call option to buy £s than 1.3, ie an option to buy
something for 1.25 is better than an option to buy it at 1.30
(b) A May call gives cover in April and May, so it will be more expensive; it has a higher time
value
Activity 9: Exchange-traded options

(a) Step 1
Set-up today – 31 December
Calculate the £ required = $5m/1.275 = £ 3,921,569
Number of contracts = £3,921,569/£31,250 = 125 contracts
Note that 125  31,250 = £3,906,250  1.275 = $4,980,469
There is a shortfall of $19,531 if the option is exercised
(This could be hedged with a forward, or left unhedged; do whichever is easier because the
amount is not material)
Date and type: 125 April put options at $1.275
Calculate premium: $0.0170  125  31,250 = $66,406
Paid at today's spot of 1.2653 = £52,482
Step 2
Outcome – end April
Option exercised @ option rate (1.275)
125  £31,250 = £3,906,250
Shortfall of $19,531 @ April forward 1.25 = £15,625
Step 3
Net outcome
£3,906,250 cost of exercising option + premium for option £52,482 + shortfall £15,625 =
£3,974,357. This is the worst case outcome; if the spot rate is better than the option rate
then the outcome could be better.
358
(a) Step 1
Set-up today – 31 December
Calculate the £ required $2m/1.275 = £1,568,627
Number of contracts £1,568,627/£31,250 = 50 contracts
Note that 50  31250  1.275 = $1,992,188
There is an unhedged amount of $7,812 to be received
(This could be hedged with a forward)
So 50 June call options at $1.275 are needed
Premium = $0.0185  50  31250 = $28,906
Paid at today's spot of 1.2653 = £22,845
Step 2
Outcome – end June
Option exercised @ option rate (1.275)
50  £31,250 = £1,562,500
Shortfall of $7,812 @ June forward 1.3 = £6,009 to be received
Step 3
Net outcome
£ 1,562,500 revenue + £6,009 – premium £22,845 = £1,545,644
Activity 10: Further practice

(a) The company needs to buy dollars in May.
Forward contract
A forward currency contract will fix the exchange rate for the date required near the end of
May. This will remove currency risk provided that the franchise is won. If the
franchise is not won and the group has no use for US dollars, it will still have to buy the
dollars at the forward rate. It will then have to sell them back for pounds at the spot rate,
which might result in an exchange loss.
Futures contract
A currency hedge using futures contracts will attempt to create a compensating gain on the
futures market which will offset the increase in the sterling cost if the dollar strengthens.
The hedge works by entering into futures contracts to sell sterling now and closing out by
entering into futures contracts to buy sterling at the end of May at a lower dollar price if
the dollar has strengthened. Like a forward contract, the exchange rate in May is effectively
fixed because, if the dollar weakens, the futures hedge will produce a loss which
counterbalances the cheaper sterling cost. However, because of inefficiencies in future market
hedges, the exchange rate is not fixed to the same level of accuracy as a forward hedge.
A futures market hedge has the same weakness as a forward currency contract – if the
franchise is not won, an exchange loss may result.
Currency option
A currency option is an ideal hedge in the franchise situation. It gives the company the right
but not the obligation to sell pounds for dollars in May (or in theory up to the end of
June). It is only exercised if it is to the company's advantage; that is, if the dollar has
359
strengthened. If the dollar strengthens and the franchise is won, the exchange rate has
been protected. If the dollar strengthens and the franchise is not won, a windfall gain
will result by selling pounds at the exercise price and buying them more cheaply at spot
with a stronger dollar. The only downside is the premium.
(b) Results of using currency hedges if the franchise is won
Forward market
Using the forward market, the rate for buying dollars at the end of May is 1.4310 US$/£.
The cost in sterling is $15m/1.4310 = £10,482,180. This is a cost.
Futures
Date of contract
June future
Type of contract
Sell sterling futures
Number of contracts
15,000,000
= 167.8  168 contracts
1.4302  62,500
Tick size
0.0001  62,500 = $6.25
Closing futures price
This can be estimated by assuming that the difference between the futures rate and the spot
rate (ie basis) decreases constantly over time. On 31 May there will be one month left of this
June contract, so the basis should have fallen to zero.
28 Feb 31 May
Futures price 1.4302
Spot rate now 1.4461
Basis (future – spot) –0.0159 –0.0040
Timing 4 months to expiry of future 1 month to expiry of future
Assuming basis = –0.0040 then the futures price will 0.0040 lower than the spot price.
Hedge outcome
Spot price 1.3540
$
Opening futures price 1.4302
Closing futures price (1.3540 – 0.0040) 1.3500
Movement in ticks 802
Futures profits/(losses)
168  tick movement  $6.25 842,100
Net outcome
$
Spot market payment (15,000,000)
Futures market profits/(losses) 842,100
(14,157,900)
Translated at closing rate (1.3540) £10,456,352
This gives an effective rate of $15m/£10.456352m = 1.4345
360
A shortcut that will deliver approximately the same answer is:
Opening futures price – closing basis = effective futures rate

Here this gives:
1.4302 – –0.0040 = 1.4342
Applying this rate gives an outcome in £s of $15m/1.4342 = £10,458,792
This is preferred approach for tackling futures questions because it is so much quicker.
The slight difference arises because this shortcut does not account for the fact that the futures
hedge is for 168 contracts, not 167.8.
Options
Date of contract
June
Option type
Buy $, sell £, therefore Sterling put
Exercise price
Assume the option closest to the current spot (1.45) is used (other assumptions are justifiable)
Number of contracts
15,000,000
= 331.03  331 contracts
31,250  1.45
Premium
0.0238  31,250  331= $246,181 at 1.4461
= £170,238
Outcome
1.3540
$
Option market
Strike price 1.4500
Closing price 1.3540
Exercise? Yes
Outcome of option 331  £31,250  1.45 $14,998,438
= Shortfall in $s vs $15m needed $1,563
At forward rate of 1.4310 (or spot rate of
1.354 could be used) £1,092
Net outcome
1.3540
$
Option exercised (331  £31,250)
costing 10,343,750
Shortfall (cost) 1,092
Premium (cost) 170,238
10,515,080
361
Summary
The company will either choose to purchase a future (which is cheaper than a forward) or an
option. Although futures are slightly more advantageous at lower exchange rates, the net benefits of
using an option are significant if the exchange rate moves in Smart's favour. Also, given that the
transaction is not certain to be required, an option will be more suitable because it can be sold on if
it is not needed.
On this basis an option is recommended.
Note. Other conclusions are possible.
Chapter 13 Managing interest rate risk

FRA outcome
Altrak pays compensation to the bank because interest rates have fallen compared to the 5.5% that
is fixed in the FRA.
Altrak will therefore pay 5.5% – 4.5% = 1.00% to the bank
In $s this is:
1.00 ÷ 100  $5m  6 months (term of loan) ÷ 12 months (interest rate is annual) = $25,000
Actual loan
Altrak borrows at the best rate available, eg 4.5 + 1 = 5.5%
In $s this is 5.5 ÷ 100  $5m  6 months ÷ 12 months = $137,500
Net outcome
Net costs = 5.5% + 1% = 6.5%
In $s this is $137,500 + $25,000 = $162,500

Contracts to sell are required as Altrak is borrowing.
6 (term of loan)
$5m loan ÷ $0.5m contract size  = 20 contracts
3 (standard term of future)
Date:
Cover is required until the loan begins because it is the interest rate at this point that determines the
risk (assuming the loan taken out is at a fixed rate, interest rate changes after the loan is taken out do
not have any effect on loan repayments).
Therefore a March future at 5.35% (which covers the start of the loan on 1 March) is required.
Altrak should enter into 20 March futures (to sell) at 5.35%.
Step 2: 1 March
362
Step 3: 1 March
Forecasting the futures price on 1 March (as for currency futures)

March future 5.35
LIBOR 5.25
Basis 0.10  1/4 = 0.03
4 months of time One month remaining
until end of future
1 Dec contract to pay interest at 5.35%
Difference (0.82)%
Interest rate have fallen. Since the rate of interest received is below the rate of interest paid, a loss is
made; this is paid by Altrak to the exchange.
As a percentage this is 5.5% (Step 2) plus 0.82% (Step 3) = 6.32%.
terms) = $158,000.
This is the same outcome as the illustration, showing that futures fix the outcome.

6 (term of loan)
3 (standard term of future)
Date: as for futures, cover is required until the loan begins.

Altrak should enter into 20 March put options (to sell) at 5.45%.
A premium of 0.245% is paid.
Step 2: 1 March
Step 3: 1 March
Forecasting the futures price on 1 March (as for interest rate futures)

March future 5.35
LIBOR 5.25
Basis 0.10  1/4 = 0.03
until end of future
363
Difference would generate a loss so the option is NOT exercised.
As a percentage this is 0.245% (Step 1) + 5.5% (Step 2) = 5.745%
terms) = $143,625.
This is a better outcome than the FRA or the future in Illustrations 1 and 2, showing that the
worst case scenario is that the option is exercised but if it is not then there will be a better outcome
because interest rates have moved in a company's favour.

Number of contracts: as before = 20 contracts
Date: as before, March.
Altrak should enter into 20 March put options (to sell) at 5.45% and sell 20 March call options
at 5.25%.
A net premium of 0.245% – 0.008% = 0.237% is paid.
Step 2: 1 March
Step 3: 1 March
As before, the March future rate is forecast to be 0.03% above LIBOR on 1 March, so if LIBOR is
4.5% the future price should be 4.5 + 0.03 = 4.53%
Put options are not valuable because interest rates have fallen.
The holder of call option will make profits if interest rates fall and Altrak will have to pay this to the
holder of the call option.
1 Dec call options to receive interest at 5.25%
1 March contract to pay interest at 4.53%
Difference 0.72%
As a percentage this is 0.237% (Step 1) + 5.5% (Step 2) + 0.72% (Step 3) = 6.457%
364
Activity 5: Swap example

Step 1 – assess potential for gain from swap
Company A Company B Difference
Fixed 8% 7% 1%
Company B cheaper
Variable LIBOR + LIBOR – 1% 2%

1.00% Company B cheaper
= 2% – 1% = 1%
Here no swap has been suggested.

If a swap uses company B's comparative advantage in variable rate finance then a gain of 1.0%
(before fees) is available.
This means company B will need to borrow at a variable rate and swap to fixed.
Company A will therefore swap from fixed to variable.
0.1% fees are charged to both companies so this gain will be 0.8% after fees, split 50:50 ie 0.8% x
0.5 = 0.40% each.
Step 2 – swap, variable rate at LIBOR, designed to splitting gain 50:50
Position if no swap LIBOR + 1% 7%
Company A Company B
Actual loan 8% LIBOR – 1%
Fees 0.1% 0.1%
Swap: variable LIBOR (LIBOR)
Swap: fixed* (7.5%) 7.5%
LIBOR + 0.6% 6.6%

* the fixed rate is a balancing figure designed to give the required gain to each party.
Activity 6: Swap valuation

The swap will be designed so that the bank makes a reasonable return; the bank will expect to at
least make an NPV of 0 from the deal.
The bank's expected payments (receipts to the company) at a variable rate are estimated, using the
FRA rates as:
FRA 3.00% 5.21% 6.52%
FRA – 0.5% 2.50% 4.71% 6.02%
In $m $2.50m $4.71m $6.02m
The bank's expected receipts (payments by the company) at a fixed rate = R
The bank's net cash flows will be
In $m R – $2.5m R – $4.71m R – $6.02m
365
These are discounted at the spot yield rates of 3% for one year, 4.1% for two years and 4.9% for
three years:
Time 1 2 3 Total NPV
Net cash flows R – 2.5 R – 4.71 R – 6.02
Df 3% 0.971
Df 4.1% 0.923
Df 4.9% 0.866
Total 0.971R – 2.428 0.923R – 4.347 0.866R – 5.213 2.76R – 11.988
For the NPV to be zero then 2.76R = 11.988 so R = $4.343m per year.
As a percentage this is 4.343/100 = 4.343%.
Although at the start of the swap the present value of the swap is zero, the value of the swap will
change as rates fluctuate.

Workings
(a)
Time (in six-month periods) 1 2 3 4
Annual interest rate 3.25% 3.45% 3.50% 3.52%
In terms of six-month periods 1.625% 1.725% 1.750% 1.760%
Cash flow in €'000 220 220 220 220

(2.5% every six months)
Proposed swap rate 1.2032 1.2032 1.2032 1.2032

£ cash paid (cash outflow) 182.846 182.846 182.846 182.846
Forward rate 1.201 1.203 1.205 1.206
£ equivalent of euro receipts
(cash inflow) 183.181 182.876 182.573 182.421
Net gain/loss 0.335 0.030 –0.273 –0.425
Discount rate 0.984 0.966 0.949 0.933

(see workings above)
Present value 0.330 0.029 –0.259 –0.396
Total –0.296 in £s
the swap is not acceptable on these terms
(b)
Cash flow in €'000 220 220 220 220
(2.5% every six months)
Forward rate 1.201 1.203 1.205 1.206
£ equivalent 183.181 182.876 182.573 182.421
Discount rate 0.984 0.966 0.949 0.933

Present value 180.252 176.726 173.313 170.125
Total 700.416 in £s
Cumulative discount factor 3.832 (addition of the discount factors given)
Annuity 182.768 in £s
366
Swap proposed

Cash flow in €'000 220 220 220 220
Cash flow in £'000 182.768 182.768 182.768 182.768
ie swap rate = 1.2037 (220/182.768)
Chapter 14 Financial reconstruction
Activity 1: Evaluating a reconstruction

Step 1: Estimate the position if insolvency proceedings go ahead
Break-up values of assets at 31 March 20X2
$'000
Freehold 5,750
Insolvency costs (500)
10% loan (fixed charge) (1,600)
3,650
Plant and machinery 2,000
Motor vehicles 200
6,850
Secured creditors (floating charges) (4,800)
2,050
Trade payables and overdraft 4,300
If the company was forced into insolvency, the secured loan and other loans would be met in full but,
after allowing for the expenses of insolvency proceedings, the bank and trade creditors would
receive a dividend of 48c per $. The ordinary shareholders would receive nothing.
Step 2: Apply the reconstruction and evaluate the impact on affected parties
1 Secured loan
Under the scheme they will receive securities with a total nominal value of $2,150,000
($1.25m bond + $0.9m shares being 600,000 shares at $1.5); this is a significant increase.
The new bonds issued can be secured on the freehold property. So, this may well be
acceptable but it depends on whether they agree with the share valuation and whether the
increase in wealth compensates for the greater risk (less security).
2 VC
VC's existing loan of $4.8m will, under the proposed scheme, be changed into a $3.2m
secured loan and $1.65m of ordinary shares (1.1m shares at $1.50). In total this gives total
loans of $4,450,000 (including the bond) secured on property with a net disposal value of
$5,750,000 (so the security given by the property comfortably covers the full value of the debt
that is secured on the property). The scheme will give an improvement in security for VC on the
first $3,200,000 to compensate for the risk involved in holding ordinary shares. This is a
marginal gain for a position that exposes the bank to high levels of risk.
3 MA bank
This should be acceptable because of the security of a floating charge.
367
4 Ordinary shareholders
In insolvency proceedings, the ordinary shareholders would also receive nothing. Under the
scheme, they will lose a degree of control of the company because 3.7m shares will be in
issue (2m for existing shareholders + 0.6m for secured loan holder + 1.1m for VC bank) and
they will only own 2m of these, ie 54% of the total. However, in exchange for their additional
investment, equity in a company which will have sufficient funds to finance the expected future
capital requirements and which will offer a capital gain compared to their initial investment
of $1.
Step 3: Check if the company is now financially viable
Cash flow forecast, on reconstruction
$'000
Cash for new shares from equity shareholders 2,000
Repayment of overdraft 1,200
Cash available 800
A cash flow forecast will be required to establish whether this is a sufficient cash base for the
company post-reconstruction.
Conclusion
This scheme of reconstruction might not be acceptable to all parties, if the future profits of the
company seem unattractive. In particular, VC might be reluctant to agree to the scheme.
In such an event, an alternative scheme of reconstruction must be designed, perhaps involving
another provider of funds (such as another venture capitalist). Otherwise, the company will be forced
into insolvency.
Chapter 15 Business reorganisation
Activity 1: Financing issues

Gearing at period end
Assuming no dividend is paid and ignoring the possible issue of new shares, the gearing at the end of
two years is predicted to be 138%, which is significantly below the target of 200% needed to meet the
condition on the bank's loan.
If conversion rights are then exercised, new share capital will be raised, reducing the gearing
still further.
Cash flow
It is assumed that cash generated from operations is sufficient to repay the bank loan each year,
which is by no means obvious from the figures provided.
Conclusion
As long as there is sufficient cash to finance the loan repayments, there will probably not be a
problem in meeting the loan conditions.
368
APPENDIX
1 Forecast statements of profit or loss
Year 1 Year 2
$'000 $'000
Revenue 35,594 37,374
Operating costs 19,686 20,670
Direct operating profit growing at 5% p.a. 15,908 16,704

Central services from Lomax (4,500) (4,725)
VC loan interest at 18% on $15m (2,700) (2,700)
Bank loan at 8% (interest only)
Year 1 (2,400)
Year 2 (1,661)
Profit before tax 6,308 7,618

Tax at 20% 1,262 1,524
Profit after tax 5,046 6,094
Retained earnings 5,046 6,094
2 Forecast levels of debt and equity

Reserves b/f 0 5,046
Reserves c/f 5,046 11,140
Share capital + closing reserves 12,546 18,640

Total debt at end of year (see workings) 35,759 25,779
Gearing: debt/equity 285% 138%
Working
Using the profile of debt repayments provided we can calculate the debt outstanding at the
end of each year.
Year 1 Year 2
Loan carried forward (see above) 20,759 10,779
VC loan 15,000 15,000
Total debt 35,759 25,779
Chapter 16 Planning and trading issues for multinationals

A single market area like the EU aims to remove barriers to trade and allow freedom of
movement of production resources such as capital and labour within the EU. The EU also has a
common legal structure across all member countries and tries to limit any discriminatory
practice against companies operating in these countries.
The EU also erects common external trade barriers to trade against countries which are not
member states.
Degli Co may benefit from operating within the EU because it may be protected from non-EU
competition – companies outside the EU may find it difficult to enter the EU markets due to
barriers to trade.
369
A common legal structure should ensure that manufacturing standards apply equally across all the
member countries. This will reduce compliance costs for Degli, which may be an important issue
for a small company with limited financial resources.
Having access to capital and labour within the EU may make it easier for the company to set up and
attract resources (eg labour) from within the EU.
The company may also be able to access any grants which are available to companies based within
the EU and will be able to bid for contracts with EU companies without any risk of discrimination.
Activity 2: Tax issues

Profits before tax of foreign subsidiary $3.00m
Tax on profits paid in Country F 20% ($0.60m)
Profits after tax $2.40m
Dividend paid 75% $1.80m
Withholding tax 10% on $1.80m ($0.18m)
Extra tax on profits 4% on $3.00m profit
(before tax) ($0.12m)
Net cash received $1.50m
This is the required adjustment so the new dividend capacity is $14m + $1.5m = $15.5m
370
Financial strategy:
formulation
Essential reading
371
Appendix 2 ---- Essential reading
1 Financial strategy: formulation
1 Dividend policy
This section covers brought forward knowledge, from the Financial Management (FM) exam.
1.1 General factors affecting dividend policy

When deciding on the dividends to pay out to shareholders, one of the main considerations of the
directors will be the amount of cash they wish to retain to meet financing needs.
As well as future financing requirements, the decision on how much of a company's profits should be
retained, and how much paid out to shareholders, will be influenced by:
(a) The need to remain profitable. Dividends are paid out of profits, and an unprofitable company
cannot go on indefinitely paying dividends out of retained profits made in the past.
(b) The law on distributable profits. Companies legislation may make companies bound to pay
dividends solely out of accumulated net realised profits, as in the UK.
(c) The government may impose direct restrictions on the amount of dividends that companies can
pay.
(d) Any dividend restraints that might be imposed by loan agreements and covenants. A loan
covenant may restrict the amount of dividends that the company can pay, because this will
provide protection for the lender.
(e) The effect of inflation. There is also the need to retain some profit within the business just to
maintain its operating capability.
(f) The company's gearing level. If the company wants extra finance, the sources of funds used
should strike a balance between equity and debt finance.
(g) The company's liquidity position. Dividends are a cash payment, and a company must have
enough cash to pay the dividends it declares.
(h) The need to repay debt in the near future. The company must have enough cash to pay debts
as they fall due.
(i) The ease with which the company could raise extra finance from sources other than retained
cash. Small companies which find it hard to raise finance might have to rely more heavily on
retained cash than large companies.
(j) The signalling effect of dividends to shareholders and the financial markets in general. See
below for more details.
1.2 Dividend as a signal

The ultimate objective in any financial management decisions is to maximise shareholders' wealth.
This wealth is basically represented by the current market value of the company, which should largely
be determined by the cash flows arising from the investment decisions taken by management.
Although the market would like to value shares on the basis of underlying cash flows on the
company's projects, such information is not readily available to investors. However, the directors do
have this information. The dividend declared can be interpreted as a signal from directors to
shareholders about the strength of underlying project cash flows.
Investors usually expect a consistent dividend policy from the company, with stable dividends each
year or, even better, steady dividend growth. A large rise or fall in dividends in any year can have a
marked effect on the company's share price. Stable dividends or steady dividend growth are usually
needed for share price stability. A cut in dividends may be treated by investors as signalling that the
372
future prospects of the company are weak. Thus the dividend which is paid acts, possibly without
justification, as a signal of the future prospects of the company.
The signalling effect of a company's dividend policy may also be used by management of a
company which faces a possible takeover. The dividend level might be increased as a defence
against the takeover: investors may take the increased dividend as a signal of improved future
prospects, thus driving the share price higher and making the company more expensive for a
potential bidder to take over.
1.3 Theories of dividend policy

1.3.1 Residual theory
A 'residual' theory of dividend policy can be summarised as follows.
• If a company can identify projects with positive NPVs, it should invest in them.
• Only when these investment opportunities are exhausted should dividends be paid.
Dividends should therefore be the amount of after-tax profits left over (the 'residual' amount) after
setting aside money to invest in all viable business opportunities.
1.3.2 Irrelevancy theory
In contrast to the traditional view, Modigliani and Miller (M&M) proposed that in a perfect capital
market, shareholders are indifferent between dividends and capital gains, and the value of a
company is determined solely by the 'earning power' of its assets and investments (quoted in:
Watson and Head, 2013, p.320).
M&M argued that if a company with investment opportunities decides to pay a dividend so that
retained cash are insufficient to finance all its investments, the shortfall in funds will be made up by
obtaining additional funds from outside sources.
As a result of obtaining outside finance instead of using retained cash:
Loss of value in existing shares = Amount of dividend paid
M&M argued that if a company with investment opportunities decided not to pay a dividend, then
the share price would rise due to the investments being financed but shareholders would not receive
a cash dividend. Again this leaves shareholders' wealth unchanged (and shareholders who wanted
a dividend could 'manufacture' one by selling some of their shares).
In answer to criticisms that certain shareholders will show a preference either for high dividends or
for capital gains, M&M argued that if a company pursues a consistent dividend policy, 'each
corporation would tend to attract to itself a clientele consisting of those preferring its particular
payout ratio, but one clientele would be entirely as good as another in terms of the valuation it would
imply for the firm' (quoted in: Watson and Head, 2013, p.320).
Note that M&M's view assumes that there are no transaction costs incurred when selling shares.
1.3.3 Argument against irrelevancy theory
There are strong arguments against M&M's view that dividend policy is irrelevant as a means of
affecting shareholders' wealth.
(a) M&M's view assumes that there is no personal or corporation tax. However, differing rates of
taxation on dividends and capital gains can create a preference among investors for either a
high dividend or high earnings retention (for capital growth).
(b) Dividend retention will often be preferred by companies in a period of capital rationing.
(c) Due to imperfect markets and the possible difficulties of selling shares easily at a fair price,
shareholders might need high dividends in order to have funds to invest in opportunities
outside the company.
373
(d) Markets are not perfect. Because of transaction costs on the sale of shares, investors who want
some cash from their investments will prefer to receive dividends rather than to sell some of
their shares to get the cash they want.
(e) Information available to shareholders is imperfect, and they are not aware of the future
investment plans and expected profits of their company. Even if management were to provide
them with profit forecasts, these forecasts would not necessarily be accurate or believable.
(f) Perhaps the strongest argument against the M&M's view is that shareholders will tend to prefer
a current dividend to future capital gains (or deferred dividends) because the future is more
uncertain.
2 Examples of ethical issues in different business functions
2.1 Human resource management

Employees in a modern corporation are not simply a factor of production which is used in a production
process. Employees as human beings have feelings and are entitled to be treated by their employers
with respect and dignity. In most advanced countries there are employment laws that determine the
rights of employees and provide protection against abuse by of their employers.
Ethical problems arise when there is a conflict between the financial objectives of the firm and the rights
of the employees. These ethical problems arise, for example, in relation to minimum wages and
discrimination.
2.1.1 Minimum wage
Companies are obliged to pay their employees at least the legal minimum wage. However, when
multinational companies operate in countries where there are no minimum wage requirements, then the
companies may try to take advantage of the lack of protection and offer low wages. Business ethics
would require that companies should not exploit workers and pay lower than the warranted wages.
2.1.2 Discrimination
Discrimination on the basis of sexual orientation, race, religion, gender, age, marital status, disability
or nationality is prohibited in most advanced economies, through equal opportunity legislation.
2.2 Marketing
Marketing decisions by the firm are also very important in terms of the impact on firm performance.
Marketing is one of the main ways of communicating with its customers and this communication should
be truthful and sensitive to the social and cultural impact on society. The marketing strategy should not
target vulnerable groups, and should also avoid creating stereotypes or creating insecurity and
dissatisfaction.
2.3 Treatment of customers and suppliers

Companies should not take advantage of their dominant position in the market to exploit suppliers or
customers.
For example, companies which are dominant in the product market and enjoy monopolistic power may
charge a price which will result in abnormally high profits. For example, a water company may charge
high prices for water in order to increase its profits because the remuneration of managers may be
linked to profitability. For example, in many developing countries multinational companies are the only
buyers of raw materials and they determine the price they pay to their suppliers.
374
3 Mechanisms for resolving agency issues

3.1 Reward systems
Agency theory sees employees of businesses, including managers, as individuals, each with their
own objectives. Within a department of a business, there are departmental objectives. If achieving
these various objectives also leads to the achievement of the objectives of the organisation as a
whole, there is said to be goal congruence.
Goal congruence is accordance between the objectives of agents acting within an organisation and
the objectives of the organisation as a whole.
Goal congruence may be better achieved and the 'agency problem' better dealt with by giving
managers some profit-related pay, or by providing incentives which are related to profits or share
price. Examples of such remuneration incentives are:
(a) Profit-related/economic value added pay
This is pay or bonuses related to the size of profits or economic value added.
(b) Rewarding managers with shares
This might be done when a private company 'goes public' and managers are invited to subscribe for
shares in the company at an attractive offer price. In a management buy-out or buy-in (the latter
involving purchase of the business by new managers; the former by existing managers), managers
become owner-managers.
(c) Executive share option plans
In a share option scheme, selected employees are given a number of share options, each of which
gives the holder the right after a certain date to subscribe for shares in the company at a fixed price.
The value of an option will increase if the company is successful and its share price goes up.
However, once the share price has fallen below the exercise price, there is no further penalty if
the share price continues to fall. This means that share option schemes can skew decision making
towards risky projects which have both a high upside and downside potential.
Discussion of managerial priorities may be part of a longer question in the exam. The integrated
approach to the syllabus means that a question on the effect of the introduction of a share option
scheme on management motivation may be examined as part of a question on general option
theory.
Reward systems may be extended to reward management for considering the interests of other key
stakeholders such as suppliers, staff or customers. This will require the measurement of a range of
social and environmental measures (see Section 4).
3.2 Corporate governance

By ensuring that not too much power resides with a single individual within an organisation, an
organisation can reduce the risk of powerful stakeholders pursuing their own agendas. The role of
the chairman and the chief executive, for example, should be split.
Another approach to attempt to monitor managers' behaviour is through the adoption of a corporate
governance framework of decision making that restricts the power of managers and increases the
role of independent non-executive directors in the monitoring of their duties.
375
4.1 Content of integrated reports
In addition to reporting on the 'capitals', an integrated report will normally include:
(a) Organisational overview and external environment
(b) How the governance structure supports value creation
(c) Business model
(d) Opportunities and risks that affect ability to create value over the short, medium and long term
and how the organisation is dealing with them
(e) Strategy and resource allocation – where the organisation intends to go and how it intends to
get there
(f) Performance – the extent to which the organisation has achieved its strategic objectives and
what the outcomes are in terms of effects on capitals
(g) Outlook – what challenges and uncertainties the organisation is likely to encounter in pursuing
its strategy and the potential implications for its business model and future performance
(h) Basis of preparation and presentation – how the organisation determines which matters to
include in the integrated report and how such matters are quantified or evaluated
4.2 Communicating with stakeholders

4.2.1 Communicating with shareholders
Integrated reporting aims to emphasise the importance of value creation, with the aim of producing
guidance that will assist investors' decisions. A key selling point of integrated reporting is that it
provides a higher quality of information for investors. This should enable them to make more
informed decisions and ensure a better allocation of capital across the whole economy, towards
sustainable businesses that focus on longer-term value creation within natural limits and the
expectations of society.
4.2.2 Communicating with other stakeholders
Integrated reporting also stresses the importance of responding to key stakeholders' legitimate needs
and interests.
Above all, integrated reporting should promote engagement with stakeholders that goes beyond the
provision of information. It should encourage businesses to focus on enhancing the mechanisms for
stakeholder feedback, which may identify issues that have not been considered as important
previously, but are concerns that should have an impact on strategy.
4.3 CSR reporting; the triple bottom line approach

The triple bottom approach to reporting on corporate social responsibility (CSR) involves
consideration of social, economic and environmental factors.
Under the triple bottom line (TBL) approach decision making should ensure that each perspective is
growing but not at the expense of the other. That is, economic performance should not come at the
expense of the environment or society.
The TBL can be defined conceptually as economic prosperity, environmental quality and
social justice.
Many companies, thinking it is just a matter of pollution control, are missing the bigger picture
that meeting the needs of the current generation will destroy the ability of future generations to meet
theirs.
376
4.3.1 Advantages of TBL reporting

 Better risk management and higher ethical standards through:
– Identifying stakeholder concerns
– Employee involvement
– Good governance
– Performance monitoring
 Improved decision making through:
– Stakeholder consultation
– Better information gathering
– Better reporting processes
 Attracting and retaining higher calibre employees through practising
sustainability and ethical values
4.3.2 TBL measures
TBL reporting requires proxies to indicate the economic, environmental and social impact of doing
business. Examples of useful proxies are given below.
An indication of economic impact can be gained from such items as:
(a) Gross operating surplus
(b) Dependence on imports
(c) Stimulus to the domestic economy by purchasing of locally produced goods and services
An indication of social impact can be gained from, for example:
(a) The organisation's tax contribution
(b) Employment
An indication of environmental impact can be gained from such measures as:
(a) Pollution
(b) Water and energy use
Such indicators can distil complex information into a form that is accessible to stakeholders.
Organisations report on indicators that reflect their objectives and are relevant to stakeholders. One
difficulty in identifying and using indicators is to ensure consistency within an organisation, over
time, and between organisations. This is important for benchmarking and comparisons.
4.4 Communication with shareholders

Communication with shareholders will often extend beyond reporting. In addition it may also be
useful for a 'lead' non-executive director to provide a facility for shareholders to report any concerns
over a company's strategy or leadership. This creates a mechanism for generating useful feedback
for a company (instead of waiting for the AGM to hear the concerns of disaffected shareholders).
377
378
Financial strategy:
evaluation
Essential reading
379
2 Financial strategy: evaluation
1 Cost of equity
This section mainly recaps some basic knowledge from the Financial Management exam.
1.1 Cost of equity using the dividend growth model

The dividend growth method is based on a particular assumption about the growth rate of
dividends of a company. For example, if we were to assume a constant rate of growth for
dividends at the rate of g per annum, the shareholders' required rate of return is re per annum,
and the next period's dividend payment is d0 (1 + g) then the market value of the share will be:
d0 (1 + g)
re – g
P0 =
where P0 = the ex-div market value of the share
do = latest dividend
re = the investors' required rate of return (ie Ke)
g = the expected annual growth rate of the dividends
This formula is given on the formula sheet.
d0 (1 + g)
The formula can be rearranged as follows: ke – g =
P0
to solve this for the cost of equity

d0 (1+ g)
ke = +g
P0
where d0 = the current dividend

P0 = the market value determined by the investor
g = the expected annual growth rate of the dividends
Illustration 1
A company is about to pay a dividend of $1 on its ordinary shares. The shares are currently quoted
at $23.00. The dividend is expected to grow at the rate of 10% per annum. Calculate the cost of
equity for the company.
Solution
Since we are about to pay the dividend, we will assume that the share is currently cum div (ie the
price includes the value of the dividend that is about to be paid). Hence, since we need the ex-div
value (it is the ex-div value that is used in the formula), we must use the expression:
P0ex-div = P0cum-div – d0
to calculate the ex-div price as
P0ex-div = $23.00 – $1.00 = $22.00
380
Then using the above formula for the cost of equity, we get
d0 (1+ g)
ke = +g
P0
$1  1.1
ke = + 0.1
$22.00
1.10
ke = + 0.1
$22.00
ke = 0.05 + 0.1 = 0.15 or 15% per annum
1.1.1 Estimating the growth rate

There are two methods for estimating the growth rate that you need to be familiar with.
Firstly, the future growth rate can be predicted from an analysis of the growth in dividends
over the past few years using the formula
newest dividend
1+ g = n
oldest dividend
[this will be illustrated in Chapter 8 in the context of the dividend valuation model]
Alternatively, the growth rate can be estimated using Gordon's growth approximation. The
rate of growth in dividends is sometimes expressed, theoretically, as:
g = bre
where g is the annual growth rate in dividends

b is the proportion of profits that are retained
re is the rate of return to shareholders on new investments
Illustration 2
If a company retains 65% of its earnings for capital investment projects it has identified and these
projects are expected to generate an average return of 8%:
g = bre = 65%  8 = 5.2%
1.2 CAPM – further issues

1.2.1 Beta factors of portfolios
Just as an individual security has a beta factor, so too does a portfolio of securities.
(a) A portfolio consisting of all the securities on the stock market (in the same proportions as
the market as a whole), excluding risk-free securities, will have a risk equal to the risk of the
market as a whole, and so will have a beta factor of 1.
(b) A portfolio consisting entirely of risk-free securities will have a beta factor of 0.
(c) The beta factor of an investor's portfolio is the weighted average (using market values as
the weighting) of the beta factors of the securities in the portfolio.
381
Illustration 3
A portfolio consisting of five securities could have its beta factor computed as follows.
Percentage of
Security portfolio Beta factor Weighted
% of security beta factor
A Inc 20 0.90 0.180
B Inc 10 1.25 0.125
C Inc 15 1.10 0.165
D Inc 20 1.15 0.230
E Inc 35 0.70 0.245
100 Portfolio beta = 0.945
If the risk free rate of return is 12% and the average market return is 20%, the required return from
the portfolio using the CAPM equation would be 12% + (20 – 12)  0.945% = 19.56%.
The calculation could have been made as follows.
Security Expected
return (using Weighted
CAPM) Weighting return
Beta factor E(rj) % %
A Inc 0.90 19.2 20 3.84
B Inc 1.25 22.0 10 2.20
C Inc 1.10 20.8 15 3.12
D Inc 1.15 21.2 20 4.24
E Inc 0.70 17.6 35 6.16
100 19.56
1.2.2 CAPM and portfolio management

Practical implications of CAPM theory for an investor are as follows.
(a) They should decide what beta factor they would like to have for their portfolio. They
might prefer a portfolio beta factor of greater than 1, in order to expect above-average returns
when market returns exceed the risk-free rate, but they would then expect to lose heavily if
market returns fall. On the other hand, they might prefer a portfolio beta factor of 1 or even
less.
(b) They should seek to invest in shares with low beta factors in a bear market, when average
market returns are falling. They should then also sell shares with high beta factors.
(c) They should seek to invest in shares with high beta factors in a bull market, when
average market returns are rising.
1.2.3 International CAPM

The possibility of international portfolio diversification increases the opportunities available to
investors.
Significant international diversification can be achieved by the following methods:
 Direct investment in companies in different countries
 Investments in multinational enterprises
 Holdings in unit trusts or investment trusts which are diversified internationally
382
The international picture may be complicated by market segmentation. Segmentation is usually

caused by government-imposed restrictions on the movement of capital, leading to restricted capital
availability within a country or other geographical segment. Therefore:
 Returns on the same security may differ in different markets.
 Some investments may only be available in certain markets.
2 Cost of debt: brought forward knowledge

This section recaps some basic knowledge from the Financial Management exam.
2.1 Cost of redeemable debt using IRR

If debt is redeemable, the cost of raising the bond can be assessed by looking at the IRR of the
cash flows relating to the bond. It is easiest to assess one unit of $100 debt (or £100, €100 etc).
IRR is used in project appraisal to calculate the % return given by a project. You may find it helpful to
lay out the cash flows so that they look like a project:
Time $
0 (Market value)
1–n Interest  [1 – tax]
n Redemption value
Step 1 Calculate the NPV of the cash flows, at say 5%

Step 2 Calculate the NPV of the cash flows at another rate, say 10%
Step 3 Calculate the internal rate of return using the formula
IRR formula
Formula to learn
NPVa
IRR = a + (b  a) (not given in the exam)
NPVa  NPVb
a = lower cost of capital

b = higher cost of capital
NPVa = NPV at the lower cost of capital
NPVb = NPV at the higher cost of capital
Illustration 4
N Co has $100,000 5% redeemable bonds in issue. Interest is paid annually on 31 December. The
ex interest market value of the stock on 1 January 20X7 is $90 and the stock is redeemable at a
10% premium on 31 December 20Y1. Corporation tax is 30%.
Required
What is the cost of debt?
383
Solution
Internal rate of return to company
Time DF @ 10% PV DF @ 5% PV
$ $ $
0 (90) 1 (90) 1 (90)
1–5 5(1–0.3) 3.791 13.27 4.329 15.15
5 110 0.621 68.31 0.784 86.24
(8.42) 11.39
IRR = 5 + (11.39/19.81  5) = 7.87%

If issue costs are given, these reduce the net proceeds from the sale of a bond and so they need to
be subtracted from the market value of the debt in the calculations above.
Note. To calculate the expected yield (or return) from a bond the same IRR calculations need to be
performed but excluding the impact of corporation tax.
2.2 Cost of convertible debt using IRR
Convertible bonds example
IOU $100 – A hybrid of debt and equity

– Cheaper interest costs
– Fewer covenants
Pay interest of 2%
– Attractive if shares are underpriced
Repay $100 in
10 years' time or
xx shares
We have seen that the cost of a bond can be estimated by calculating the IRR of the return of its cash
flows; this approach is adapted for convertibles to take into account the impact of the potential cost
of conversion into shares.
Illustration 5
If the conversion ratio was $100 for 20 shares (ie effectively each share costs $5) and the share
price at the redemption date was $4, conversion would not happen and the calculations for the cost
of debt would be unchanged. However, if the share price was $6 then the calculations would
change to the IRR of:
Time
0 (Market value)
1 – n Interest  [1 – tax]
n Value of the shares (here $120)
2.3 Cost of debt using CAPM

If an exam question gives you a debt beta, then the cost of debt can be estimated using the CAPM.
384
Illustration 6
Required
If the market return is expected to be 8% and the risk-free rate is 4% on debt which has a debt beta
of 0.2, what is the cost of debt to the company if the tax rate is 30%?
Solution
rD = 4 + (0.2  (8 – 4)) = 4.8%
Multiply by (1–tax rate) to calculate the cost to the company = (1 – 0.3)  4.8% = 3.4%
2.4 Cost of preference shares

The preference shareholder will receive a fixed income, based upon the nominal value of the shares
held (not the market value). These dividends are paid out of post-tax profits and therefore do not
receive tax relief. The cost of preference share capital is calculated as:
Formula to learn
Dividend d
Kpref = =
Market value(ex div) P0
3 Ratio analysis
The assessment of your own company's, or someone else's, corporate performance is an
important foundation for the formulation of financial strategy. Knowledge of company
performance will help management to determine new strategies or amend existing strategies to
take account of changing circumstances.
You should already be familiar with ratio analysis from Financial Management (FM). However,
as a reminder, the main ratios are listed below.
Note. None of these ratios are given in the exam so you will have to learn them.
Hierarchy of ratios
Return on equity
Return on investment × Total assets ÷ equity
Return on sales × As s et t urnover
Net income ÷ Sales Sales ÷ Total assets
Sales – Tot al cos t s Non- current +

Current
assets assets
Profitability ratios
Formula to learn
PBIT
Return on capital employed (ROCE) =
Capital employed
385
Capital employed = Shareholders' funds plus payables: amounts falling due after more than
one year plus any long-term provisions for liabilities and charges
= Total assets less current liabilities
When interpreting ROCE look for the following:
 How risky is the business?
 How capital intensive is it?
 What ROCE do similar businesses have?
 How does it compare with current market borrowing rates; is it earning enough to be able to
cover the costs of extra borrowing?
Problems: which items to consider to achieve comparability:
 Revaluation of assets
 Accounting policies, eg goodwill, R&D
 Whether bank overdraft is classified as a short-/long-term liability
Earnings attributable to ordinary shareholders

Return on equity =
Shareholders'equity
This gives a more shareholder centric view of capital than ROCE, but the same principles
apply.
Sales
Asset turnover =
Capital employed
This measures how efficiently the assets have been used.

PBIT Gross profit
Operating profit margin = % Gross profit margin = %
Sales Sales
It is useful to compare profit margin to gross profit % to investigate movements which do not match.
Gross profit margin
This shows the impact of:
 Sales prices, sales volume and sales mix
 Purchase prices and related costs (discount, carriage etc)
 Production costs, both direct (materials, labour) and indirect (overheads both fixed and variable)
 Inventory levels and valuation, including errors, cut-off and costs of running out of goods
Operating profit margin
This shows the impact of:
 Sales expenses in relation to sales levels
 Administrative expenses, including salary levels
 Distribution expenses in relation to sales levels
Liquidity ratios
Current assets
Current ratio =
Current liabilities
What constitutes an acceptable level depends on the industry. Remember that excessively large
levels can indicate excessive receivables and inventories, and poor control of working capital.
386
Current assets – inventory

Quick ratio (acid test) =
Current liabilities
Eliminates illiquid and subjectively valued inventory. Again what is acceptable depends on the
industry, many supermarkets have a very low quick simply because, customers pay immediately
and inventory turnover is very fast.
Trade receivables
Receivables collection period (receivables days) =  365
Credit sales
An increase may indicate that customers are having liquidity problems.

Inventory
Inventory days =  365
Cost of sales
Note that cost of sales excludes depreciation of any production equipment.
Generally the quicker the turnover the better. But remember:
 Lead times
 Seasonal fluctuations in orders
 Alternative uses of warehouse space
 Bulk buying discounts
 Likelihood of inventory perishing or becoming obsolete
Trade payables
Payables payment period =  365
Purchases
Use cost of sales (excluding depreciation) if purchases are not disclosed.

Cash operating cycle
= Average time raw materials are in inventory
– Period of credit taken from suppliers
+ Time taken to produce goods
+ Time taken by customers to pay for goods
Reasons for changes in liquidity
 Credit control efficiency altered
 Altering payment period of suppliers as a source of funding
 Reducing inventory holdings to maintain liquidity
Shareholders' investment ratios (stock market ratios)
Dividend per share + capital gain (or loss)

Total shareholder return (TSR) =  100
Share price at the start of the year
TSR measures the actual return generated by a company, this can be compared to the expected
return (ie the cost of equity) to evaluate whether TSR is acceptable to shareholders.
Dividend per share
Dividend yield = %
 Low yield: The company retains a large proportion of profits to reinvest

 High yield: This is a risky company or slow-growing (a low share price can explain high
dividend yield)
Profits distributable to ordinary shareholders
Earnings per share (EPS) =
Number of ordinary shares issued
387
Investors look for growth; earnings levels need to be sustained to pay dividends and invest in the
business.
EPS
Dividend cover =
Dividend per share
This shows how easy it was to pay this years dividend, and so how likely it is to be maintained at the
current level in future years should earnings dip. Variations are often due to maintaining dividends
when profits are declining.
The converse of dividend cover is the dividend payout ratio.
Dividend per share
Dividend payout ratio =
EPS

P/E ratio =
EPS
The higher the better here: it reflects the confidence of the market in high earnings growth and/or
low risk.
P/E ratio will be affected by interest rate changes; a rise in rates will mean a fall in the P/E ratio as
shares become less attractive. P/E ratio also depends on market expectations and confidence.
Debt and gearing ratios
Prior charge capital
Financial gearing = (based on statement of financial position
Equity capital (including reserves)
values)
Financial gearing measures the relationship between shareholders' capital plus reserves, and
either prior charge capital or borrowings or both.
Prior charge capital is capital which has a right to the receipt of interest or of preferred dividends
in precedence to any claim on distributable earnings on the part of the ordinary shareholders.
Or
Market value of prior charge capital

Financial gearing = (based on market
Market value of equity + Market value of prior charge capital
values)
Contribution
Operational gearing =
Profit before interest and tax (PBIT)
Contribution is sales minus variable cost of sales. This shows, indirectly, the level of fixed costs
incurred by a business. If operational gearing is high, then a business's cash flows are likely to
fall significantly if sales fall (because it has a high level of fixed costs).
Profit before interest and tax
Interest coverage ratio =
Interest
A safe level is generally felt to be about 3, but it depends on the business.
3.1 Uses of ratio analysis

The key to obtaining meaningful information from ratio analysis is comparison; comparing ratios
over time within the same business to establish whether the business is improving or declining,
and comparing ratios between similar businesses to see whether the company you are analysing is
better or worse than average within its own business sector.
388
A vital element in effective ratio analysis is understanding the needs of the person for whom the ratio
analysis is being undertaken.
(a) Investors will be interested in the risk and return relating to their investment, so will be
concerned with dividends, market prices, level of debt vs equity etc.
(b) Suppliers and lenders are interested in receiving the payments due to them, so will want to
know how liquid the business is.
(c) Managers are interested in ratios that indicate how well the business is being run, and also
how the business is doing in relation to its competitors.
3.2 Limitations of ratio analysis

Although ratio analysis can be a very useful technique, it is important to realise its limitations.
(a) Availability of comparable information
When making comparisons with other companies in the industry, industry averages may hide
wide variations in figures. Figures for 'similar' companies may provide a better guide, but
then there are problems identifying which companies are similar, and obtaining enough
detailed information about them.
(b) Use of historical/out of date information
Comparisons with the previous history of a business may be of limited use if the business has
recently undergone, or is about to undergo, substantial changes.
(c) Ratios are not definitive
'Ideal levels' vary industry by industry, and even they are not definitive. Companies may be
able to exist without any difficulty with ratios that are rather worse than the industry average.
(d) Need for careful interpretation
For example, if comparing two businesses' liquidity ratios, one business may have higher
levels. This might appear to be 'good', but further investigation might reveal that the higher
ratios are a result of higher inventory and receivable levels which are a result of poor working
capital management by the business with the 'better' ratios.
(e) Manipulation
Any ratio including profit may be distorted by choice of accounting policies. For smaller
companies, working capital ratios may be distorted depending on whether a big customer
pays, or a large supplier is paid, before or after the year end.
(f) Other information
Ratio analysis on its own is not sufficient for interpreting company accounts, and it
will be important to examine the strategic review and notes to the accounts to obtain further
important information concerning performance.
4 Analysing risk
This section covers some basic knowledge, mainly from the Strategic Business Leader exam. None of it
is likely to be crucial, but it is regarded as useful background knowledge and is briefly recapped here.
4.1 Examples of business risk

4.1.1 Political risk
When a multinational company invests in another country, either by setting up a subsidiary or by
entering into a joint venture, it may face a political risk of action by that country's government which
may affect the operation of the company. The ultimate political risk is the expropriation of the
389
company's investment by the Government of the host country. Although expropriation or

nationalisation is not very common today, a multinational company is still exposed to political risk in
the form of various restrictions.
(a) Import quotas could be used to limit the quantities of goods that a subsidiary can buy from its
parent company and import for resale in its domestic markets.
(b) Exchange control regulations could be applied that may affect the ability of the subsidiary to
remit profits to the parent company.
(c) Government actions could restrict the ability of foreign companies to buy domestic companies,
especially those that operate in politically sensitive industries, such as defence contracting,
communications and energy supply.
(d) Government legislation may specify minimum shareholding in companies by residents. This
would force a multinational to offer some of the equity in a subsidiary to investors in the
country where the subsidiary operates.
There are a large number of factors that can be considered to assess political risk, for example
government stability, remittance restrictions and product boycotting as a result of deterioration in the
relationships between the host country and the country where the parent company is based.
Measurement is often by subjective weighting of these factors. Industry-specific factors are also
important.
4.1.2 Economic risk

Examples include the following:
(a) A highly restricted monetary policy may lead to high interest rates and a recession affecting
aggregate demand and the demand for the products of the multinational in the host country.
On the other hand, inflation in the host country may lead to a devaluation of the currency and
it may decrease the value of remittances to the parent company.
(b) Currency inconvertibility for a limited period of time.
(c) The host country may be subjected to economic shocks, eg falling commodity prices which
may also affect its exchange rate of fiscal and monetary policy which may in turn affect the
state of the economy and the exchange rate.
4.1.3 Fiscal risk

Fiscal risks include:
 The imposition of indirect taxes, such as VAT on the products of the company, raising the price
of its products and potentially reducing demand
 The imposition of excise duties on imported goods and services that are used by the subsidiary
 An increase in the corporate tax rate
 The abolition of the accelerated tax depreciation allowances for new investments
 Changes in the tax law regarding admissibility of expenses for tax deductibility
4.1.4 Regulatory risk

For example, a change in employment legislation making the dismissal of workers more difficult may
increase costs of production and affect the profitability of a company. Anti-monopoly laws may also
restrict the capacity of a company to expand and it may restrict its profitability. Disclosure
requirements or stricter corporate governance may also affect the freedom of a company to operate
in the host country. In addition, legal standards of safety or quality (non-tariff barriers) could be
imposed on imported goods to prevent multinationals from selling goods through a subsidiary which
have been banned as dangerous in other countries.
390
4.1.5 Operational risk

Operational risk includes such risks as human error, breakdowns in internal procedures and systems
or external events. It is difficult to identify and assess the extent of operational risk – many
organisations historically accepted this risk as an inevitable cost of doing business. However, it is
becoming more common for organisations to collect and analyse data relating to losses arising from,
for example, systems failures or fraud.
4.1.6 Reputational risk

Damage to an organisation's reputation can result in lost revenues or significant reductions
(permanent or temporary) in shareholder value.
Reputational risk can be seen as one of the consequences of operational risk. Damage to an
organisation's reputation can arise from operational failures and the way in which stakeholders
react to such events.
When risks materialise that threaten an organisation's reputation, the organisation should act in a
way that minimises the risk and the potential damage. The best course of action will depend on the
individual circumstances, including what it is the organisation has done (or is perceived to have
done), the likely impact on the organisation's reputation, the effect a damaged reputation may have
on the organisation as a whole and the 'damage limitation' options available.
Increasingly, organisations are realising that ignoring the risk and not responding is unlikely to be
effective. By not addressing concerns directly, an organisation is likely to be seen as guilty of the
accusations and also of not caring. This double whammy is likely to increase significantly the
damage to the organisation's reputation. The general public, as well as clients and customers, expect
senior management to listen to the concerns of stakeholders and of society – and to respond
appropriately.
4.2 Risk mapping

Risk management systems involve the assessment of risk and the management of risk to an
acceptable level. This often involves risk mapping.
Severity
Low High
Accept Transfer
Risks are not significant. Insure risk or implement
Low Keep under review, but contingency plans.
costs of dealing with risks Reduction of severity of risk
unlikely to be worth the will minimise insurance
Frequency
benefits. premiums.
Reduce or control Abandon or avoid

Take some action, eg Take immediate action, eg
High enhanced control systems to changing major suppliers or
detect problems or abandoning activities.
contingency plans to reduce
impact.
These policy options can be remembered as TARA.
391
392
DCF techniques
Essential reading
393
3 DCF techniques
1 Post-audits
Post-audits are an important part of the capital monitoring process.
Ideally post-audits should be carried out by an independent team who were not involved in the initial
investment decision and are therefore prepared to make criticisms where appropriate. In larger
companies it is common for the internal audit department to be involved.
Ideally a post-audit should be carried out soon after the project is launched, so that any issues raised
can be addressed and resolved during the project's life. Care should be taken to avoid allocating
blame to the original project team as this runs the risk of creating a blame culture and discouraging
future investment.
1.1 Benefits of post-auditing

(a) Incentive for strategic planning
The knowledge that a post-audit will take place will discourage investment without
proper strategic analysis and planning.
(b) Problem identification
They identify problems which have occurred since the investment has gone live, identify
whether these were unexpected or whether contingency plans had been made, and ensure
that management confront the problems.
(c) Forecasting methods assessment
By analysing results against forecasts made before the investment, they provide valuable
feedback on the reliability of the forecasting and planning methods used.
(d) Future plans
They identify factors which may have been overlooked and which need to be
incorporated into future investment proposals.
2 Basics of discounting
This section covers some brought forward knowledge, mainly from the Financial Management exam.
A sound knowledge of discounted cash flow (DCF) techniques is important for the Advanced
Financial Management exam.
You have already come across the need to discount future cash flows so that they are expressed
in terms of their present value. The following exercise allows you to check your understanding
of the basics of discounting and the use of discount factor tables. The solution is shown on the
following page.
394
3: DCF techniques
Activity 1: Basic discounting exercises

(a) Discounting a single cash flow
Calculate the present value of a cash flow of $5,000 in one year's time; assume a cost of
capital of 10%.
Time 1
(b) Discounting a constant cash flow (an annuity)

Calculate the present value of a constant annual cash inflow (an annuity) of $5,000
received for the next five years assuming a discount rate of 10%.
Time 1–5
(c) Discounting a delayed annuity

Calculate the present value of a constant cash inflow of $5,000 received in three years' time
and also for the next four years assuming a discount rate of 10%.
Time 3–7
(d) Discounting a cash flow received into perpetuity

Calculate the present value of a constant annual cash inflow (an annuity) of $5,000
received for the foreseeable future assuming a discount rate of 10%.
Time 1–infinity
2.1 Relevant costs

The figures put into the NPV working must be incremental cash flows that are relevant to the decision
being considered:
(a) Cash flows only – eg depreciation and allocated overheads should be ignored
(b) Future amounts – questions might refer to costs which have already been incurred
2.2 Finance-related cash flows

Finance-related cash flows are normally excluded from project appraisal because discounting
accounts for for the minimum return required by and equity investors.
2.3 Opportunity costs

Remember to include opportunity costs; these are the costs incurred, or revenues lost, from diverting
existing resources from their existing use; eg an overseas investment might cause lost contribution
from existing exports. This is a relevant cost of the investment.
395
2.4 Working capital

Projects need funds to finance the level of working capital required (normally assumed to be
inventory). The relevant cash flows are the incremental cash flows from one year's
requirement to the next. At the end of the project, the full amount invested will be released.
2.5 Inflation
Key terms Explanation
Real terms At current prices
Nominal or money Adjusted for inflation
Inflation has two impacts on NPV:

Time 1 2 etc
Cash flow Cash inflows will increase, making the project more
The cost of capital will increase, making the project less

Discount factor attractive
Present value The net impact on the NPV may be minimal
2.5.1 Ignoring inflation

If there is one rate of inflation, inflation has no impact on the NPV of a domestic investment. In
this case it is normally quicker to ignore inflation in the cash flows (ie real cash flows) and to
use an uninflated (real) cost of capital. However, this approach is rarely examined.
2.5.2 Including inflation

In exam questions, it will normally be the case that cash flows inflate at a variety of different rates. If
so, inflation will have an impact on profit margins and therefore inflation must be included in
the cash flows and the cost of capital.
Providers of capital will expect inflation and will build it into their return expectations ie a cost of
capital will include inflation already. So there will be no need to adjust the cost of capital for the
general rate of inflation unless it is stated to be 'in real terms'. When this happens, which is rare in
the exam, the following equation is provided and can be used to adjust a cost of capital for inflation.
Formula provided
[1 + real cost of capital]  [1 + general inflation rate] = [1 + inflated cost of capital]
or (1 + r) (1 + h) = (1 + i )
2.6 Impact of corporation tax

Corporation tax can have two impacts on project appraisal:
1 Tax will need to be paid on the cash profits from the project
The effect of taxation will not necessarily occur in the same year as the relevant cash flow that
causes it; you will need to follow the instructions given in the exam question about the timing
of tax payments.
396
3: DCF techniques
2 Tax will be saved if tax allowable depreciation (also known as writing down
allowances or capital allowances) can be claimed
Again the type and the rate will be specified in an exam question.
These impacts can be built into project appraisal calculations in one of two ways:
 As two separate cash flows – one for the tax paid on profits, and another for the
tax saved on tax allowable depreciation
 As a single cash flow showing the tax paid after tax allowable depreciation is taken into
account
Which method you use is a matter of choice. You may be more familiar with the first method (two
separate cash flows) from your FM studies, but for the more complicated NPV questions involving
double taxation (see Chapter 5) or tax exhaustion (see Chapter 3), the method that uses a
single cash flow is often easier to apply.
3 Proof of IRR re-investment assumption

This proof is for your general understanding only.
One of the limitations of IRR is said to be that it assumes that the cash flows after the investment
phase (here time 0) are reinvested at the project's IRR. In activity 2 from Chapter 3, we calculated the
return on the cash flows (shown below) was 21%. Here is the proof that there is a 21% reinvestment
assumption.
Time 1 2 3 4 5
$'000 (90) 1,126 823 5,527 (345)
Reinvest to time 5 at 21%  1.214  1.213  1.212  1.21
Value at time 5 (193) 1,995 1205 6,688 (345)
Terminal value 9,350
The total project return (ie its IRR) is 9,350/3,570 = 2.62 so the annual return = 5 2.62 = 1.21,
ie 21%.
Given that the actual expected return is 12%, the reinvestment assumption here looks unrealistic.
A better assumption is that the funds are reinvested at the investors' minimum required
return (WACC), here 12%. If we use this re-investment assumption we can calculate an alternative,
modified version of IRR as shown below.
Time 1 2 3 4 5
$'000 (90) 1,126 823 5,527 (345)
Reinvest to time 5 at 12%  1.124  1.123  1.122  1.12
Value at time 5 (142) 1,582 1,032 6,190 (345)
Terminal value 8,317

The total return is 8,317/3,570 = 2.33 so the annual return is 5 2.33 = 1.184 = 18.4%
The modified IRR is 18.4%
You are provided with a formula to calculate MIRR; this should be used in the exam and is illustrated
in Activity 3 in Chapter 3 of the Workbook. This delivers the same answer, but the above method
shows the logic behind the formula and is shown to aid your understanding of the
MIRR approach.
397
4 Brought-forward knowledge of analysing risk and

uncertainty
4.1 Brought forward techniques
This section covers some brought forward knowledge, mainly from the Financial Management exam.
4.1.1 Expected values

Risk can also be incorporated into project appraisal using expected values, whereby each
possible outcome is given a probability. The expected value is obtained by multiplying each present
value by its probability and adding the results together.
Illustration 1
A project has the following possible outcomes, each of which is assigned a probability of
occurrence.
Probability Present value
$
Low demand 0.3 20,000
Medium demand 0.6 30,000
High demand 0.1 50,000
What is the expected value of the project?
Solution
The expected value is the sum of each present value multiplied by its probability.
Expected value = (20,000  0.3)  (30,000  0.6)  (50,000  0.1) = $29,000
4.1.2 Payback and discounted payback period

These techniques examine the degree of uncertainty of a project; the quicker the payback, the less
reliant a project is on the later, more uncertain, cash flows.
Illustration 2
Calculate the discounted payback period for the following cash flows. The initial investment
was $3,570,000.
Time 0 1 2 3 4 5
(3,570)
Present (80) 897 586 3,515 (196)
value
$’000
Solution
Time 0 1 2 3 4 5
PV (3,570) (80) 897 586 3,515 (196)
Cumulative (3,650) (2,753) (2,167) 1,348 1,152
Discounted payback = 3 years + 2,167/3,515 = 3.6 years (assuming the Year 4 cash flow is
received evenly during the year)
398
3: DCF techniques
4.1.3 Sensitivity analysis

This analysis one variable at a time, to assess the percentage change in one variable (eg
sales) that would be needed for the NPV of a project to fall to zero.
Illustration 3
Using the analysis of Activity 1 from Chapter 3, reproduced below, calculate its sensitivity of this
project to changes in the rate of corporation tax (sometimes called fiscal risk).
Time 0 1 2 3 4 5
Operating cash flows 135 1,190 1,181 1345
Tax allowable depreciation (135) (171) (99) (195)
Taxable profit 0 1,019 1,082 1,150
Taxation at 30% in arrears 0 (306) (325) (345)
Land and buildings (2,705)

Resale value 4,000
Add back TAD (used) 135 171 99 195
Working capital cash flows (165) (225) (64) (52) 506

12% discount rate 1.0 0.893 0.797 0.712 0.636 0.567
Present values (3,570) (80) 897 586 3,515 (196)
NPV 1,152
Solution
The present value of the tax cash flows, shaded in the previous Illustration.
Time 0 1 2 3 4 5
$'000 (306) (325) (345)
DF @ 12% 1.000 0.893 0.797 0.712 0.636 0.567
PV (218) (207) (196)
Total PV (621)
Sensitivity = 1,152/621 = 1.86 ie the tax rate would need to increase by 186% ie to 30%  2.86 =
86% (!) before the project NPV would fall to 0.
Fiscal risk is therefore low for this project.

Weaknesses of sensitivity analysis include:
(a) The method requires that changes in each key variable are isolated. However,
management is usually more interested in the combination of the effects of changes in two or
more key variables.
Looking at factors in isolation is unrealistic since they are often interdependent.
(b) Sensitivity analysis does not examine the probability that any particular variation in costs or
revenues might occur.
(c) In itself it does not provide a decision rule.
399
4.1.4 Monte Carlo simulation

A simulation model could be constructed by assigning a range of random number digits to each
possible value for each of the uncertain variables. The number of random numbers allocated to
represent each value must exactly match the probability of that value occurring. Note that you will
not have to do this in the exam.
A computer would calculate the NPV many times over using the values established in this way with
more random numbers, and the results would be analysed to provide the following.
(a) An expected NPV for the project
(b) A statistical distribution pattern for the possible variation in the NPV above or below this
average
The decision whether to go ahead with the project would then be made on the basis of expected
return and risk.
Illustration 4
The following probability estimates have been prepared for a proposed project.
Year Probability
$
Cost of equipment 0 1.00 (40,000)
Revenue each year 1–5 0.15 40,000
0.40 50,000
0.30 55,000
0.15 60,000
Running costs each year 1–5 0.10 25,000
0.25 30,000
0.35 35,000
0.30 40,000
The cost of capital is 12%. Assess how a simulation model might be used to assess the project's NPV.
Solution
A simulation model could be constructed by assigning a range of random number digits to each
possible value for each of the uncertain variables. The random numbers must exactly match their
respective probabilities.
Revenue Running costs

Random Random
$ Prob numbers $ Prob numbers
40,000 0.15 00–14 * 25,000 0.10 00–09
50,000 0.40 15–54 ** 30,000 0.25 10–34
55,000 0.30 55–84 *** 40,000 0.35 35–69
60,000 0.15 85–99 40,000 0.30 70–99
* Probability is 0.15 (15%). Random numbers are 15% of range 00–99.

** Probability is 0.40 (40%). Random numbers are 40% of range 00–99 but starting at 15.
*** Probability is 0.30 (30%). Random numbers are 30% of range 00–99 but starting at 55.
For revenue, the selection of a random number in the range 00 and 14 has a probability of 0.15.
This probability represents revenue of $40,000. Numbers have been assigned to cash flows so that
when numbers are selected at random, the cash flows have exactly the same probability of being
selected as is indicated in their respective probability distribution above.
400
3: DCF techniques
Random numbers would be generated, for example by a computer program, and these would be
used to assign values to each of the uncertain variables.
For example, if random numbers 37, 84, and 20, 01 were generated, the values assigned to the
variables would be as follows.
Revenue Costs
Calculation Random number Value Random number Value
$ $
1 37 50,000 84 40,000
2 20 50,000 01 25,000
The resulting NPVs would be calculated and reported. The overall simulation would show the range
of NPVs that could be expected and would allow the probability of a negative NPV
to be assessed.
5 Brought forward knowledge: capital rationing
5.1 Soft and hard capital rationing

If an organisation is in a capital rationing situation it will not be able to invest in all available
projects (whether involving organic growth or acquisition) because there is not enough capital for all
of the investments. Capital is a limiting factor.
Capital rationing may be necessary in a business due to internal factors (soft capital rationing) or
external factors (hard capital rationing).
5.1.1 Soft capital rationing

Soft capital rationing may arise for one of the following reasons:
(a) Management may be reluctant to issue additional share capital because of concern
that this may lead to outsiders gaining control of the business.
(b) Management may be unwilling to issue additional share capital if it will lead to a
dilution of earnings per share.
(c) Management may not want to raise additional debt capital because they do not wish
to be committed to large fixed interest payments.
(d) Capital expenditure budgets may restrict spending.
Note that whenever an organisation adopts a policy that restricts funds available for investment, such
a policy may be less than optimal, as the organisation may reject projects with a positive NPV and
forgo opportunities that would have enhanced the market value of the organisation.
5.1.2 Hard capital rationing

Hard capital rationing may arise for one of the following reasons:
(a) Raising money through the stock market may not be possible if share prices are
depressed.
(b) There may be restrictions on bank lending due to government control.
(c) Lending institutions may consider an organisation to be too risky to be granted further loan
facilities.
(d) The costs associated with making small issues of capital may be too great.
401
5.2 Divisible and non-divisible projects

(a) Divisible projects are those which can be undertaken completely or in fractions. Suppose
that project A is divisible and requires the investment of $15,000 to achieve an NPV of
$4,000. $7,500 invested in project A will earn an NPV of ½  $4,000 = $2,000.
(b) Indivisible projects are those which must be undertaken completely or not at all. It is not
possible to invest in a fraction of the project.
You may also encounter mutually exclusive projects when one, and only one, of two or more
choices of project can be undertaken.
5.2.1 Single-period capital rationing with divisible projects

With single-period capital rationing, investment funds are a limiting factor in the current period. The
total return will be maximised if management follows the decision rule of maximising the return per
unit of the limiting factor. They should therefore select those projects whose cash inflows have the
highest present value per $1 of capital invested. In other words, rank the projects
according to their profitability index.
Formula to learn
NPV of project
Profitability index =
Initial cash outflow
5.2.2 Single-period capital rationing with non-divisible projects

The main problem if projects are non-divisible is that there is likely to be small amounts of unused
capital with each combination of projects. The best way to deal with this situation is to use trial and
error and test the NPV available for different combinations of projects. This can be a laborious
process if there is a large number of projects available.
5.3 Practical methods of dealing with capital rationing

A company may be able to limit the effects of capital rationing and exploit new opportunities.
(a) It might seek joint venture partners with which to share projects.
(b) As an alternative to direct investment in a project, the company may be able to consider a
licensing or franchising agreement with another enterprise, under which the
licensor/franchisor company would receive royalties.
(c) It may be possible to contract out parts of a project to reduce the initial capital outlay required.
(d) The company may seek to delay one or more of the projects.
402
3: DCF techniques
Activity answers
(a) Time 1
$ 5,000
DF 0.909
PV 4,545
(b) Time 1–5
$ 5,000
DF 3.791
PV 18,955
(c) Time 3–7
$ 5,000
DF 3.791
PV at time 2 18,955
DF at time 2 0.826
PV at time 0 15,657
(d) Time 1–infinity
$ 5,000
DF (1/r) 10.0
PV 50,000
403
404
Application of option
pricing theory to
Essential reading
405
4 Application of option pricing theory to

1 Determinant of option value

1.1 Call options
Chapter 4 of the Workbook illustrated that the value of a call option was determined by intrinsic
value and time value. A summary of the factors and how they would have to change to increase the
value of a call option is shown below.
Determinant Change needed to increase the value of a call option

Current asset price Increase
Exercise price Decrease
Volatility Increase
Time to expiry of option Increase
Interest rates Increase
1.2 Put options

The value of a put option is also determined by intrinsic value and time value.
Illustration 1
Consider a put option giving the holder the right to sell a share for $4 in three years' time; the share
price today is $5.00. In recent years the share price has been highly variable. Interest rates are
currently high.
Intrinsic value is the difference between the current value of the asset and the exercise price of the
option. However, here the difference of $1 is not 'value' because if the option holder sold a share at
the option rate of $4 instead of the market rate of $5 they would make a loss. So here the option
would not be exercised and its intrinsic value is zero.
However, this option will be worth more than zero because it will have a time value. As with a call
option, time value for a put option reflects the possibility of an increase in intrinsic value between
now and the expiry of the option; it is influenced by the same variables.
In the case of the put option, relevant factors are:
(a) Variability adds to the value of an option: this is because if the share price falls this will result
in gain for the put option holder but if the share price rises further the option holder does not
make losses (because the option does not have to exercised).
(b) Time until expiry of the option is three years, this gives considerable scope for variability as
above. If this was longer the option would be more valuable because there would greater
potential for variability.
(c) Interest rates; if interest rates are high then it will more attractive to sell shares that are held to
earn interest at this high rate. So the higher interest rates are then the lower the value of a put
option.
406
The change required in these determinants to increase the value of a put option is shown below.
Determinant Change needed to increase the value of a put option

Current asset price Decrease
Exercise price Increase
Volatility Increase*
Time to expiry of option Increase*
Interest rates Decrease
* As for call options.
407
408
International
investment and
financing decisions
Essential reading
409
5 International investment and financing

decisions
1 Economic risk
Economic risk, in the context of exchange rate risk, is the degree to which a firm's present value of
future cash flows is affected by fluctuations in exchange rates.
Although especially relevant to international investment decisions, as discussed earlier in the
Workbook, economic risk may even affect the value of the firm even though the firm is not involved
in foreign currency transactions. It is more long term in nature.
Illustration 1
Trends in exchange rates
Suppose a US company sets up a subsidiary in an Eastern European country. The Eastern European
country's currency depreciates continuously over a five-year period. The cash flows remitted back to
the US are worth less in dollar terms each year, causing a reduction in the investment project.
Another US company buys raw materials which are priced in euros. It converts these materials into
finished products which it exports mainly to Singapore. Over a period of several years the US dollar
depreciates against the euro but strengthens against the Singapore dollar. The US dollar value of the
company's income declines while the US dollar value of its materials increases, resulting in a drop in
the value of the company's net cash flows.
The value of a company depends on the present value of its expected future cash flows. If
there are fears that a company is exposed to the type of exchange rate movements described above,
this may reduce the company's value. Protecting against economic exposure is therefore necessary to
protect the company's share price.
A company need not even engage in any foreign activities to be subject to economic exposure. For
example, if a company trades only in the UK but sterling strengthens significantly against other world
currencies, it may find that it loses UK sales to an overseas competitor who can now afford to charge
cheaper sterling prices.
One-off events
As well as trends in exchange rates, one-off events such as a major stock market crash or major
economic events such as the UK's referendum vote in favour of exit from the European Union in June
2016 may administer a 'shock' to exchange rate levels.
1.2 Hedging economic risk

Various actions can reduce economic risk, including the following:
(a) Matching assets and liabilities
A foreign subsidiary can be financed, as far as possible, with a loan in the currency of the
country in which the subsidiary operates. A depreciating currency results in reduced income
but also reduced loan service costs. A multinational will try to match assets and liabilities in
each country as far as possible.
(b) Diversifying the supplier and customer base
For example, if the currency of one of the supplier countries strengthens, purchasing can be
switched to a cheaper source.
410
(c) Diversifying operations worldwide

On the principle that companies which confine themselves to one country suffer from economic
exposure, international diversification is a method of reducing such exposure.
2 Purchasing power parity theory

This theory argues that the change in the exchange rate ensures that the price of goods in one
country will be equal to the price of the same goods in another country.
Illustration 2
A basket of goods cost £100. The current exchange rate (the spot rate) is GBP/USD 1.40. The same
basket of goods currently costs $140.
Inflation in the UK is forecast to be 5%, and in the US inflation is forecast to be 2%.
In one years' time the basket of goods would cost £105 in the UK, and $142.8 in the US. The
exchange rate would therefore be forecast to move to 142.8/105 = 1.36.
If the exchange rate had not changed then it would be cheaper to buy the goods in the US for
$142.8/1.40 = £102. The exchange rate therefore changes to ensure that the price of goods in one
country will be equal to the price of the same goods in another country.
In the real world, purchasing power parity only holds over the long term.
3 Alternative approaches to international project appraisal

There are two alternative approaches for calculating the NPV from an overseas project.
First approach (as covered earlier in the Workbook, and as normally examined)
(a) Forecast foreign currency cash flows including inflation
(b) Forecast exchange rates and therefore the home currency cash flows
(c) Discount home currency cash flows at the domestic cost of capital
Second approach
(a) Forecast foreign currency cash flows including inflation
(b) Discount at foreign currency cost of capital and calculate the foreign currency NPV
(c) Convert into a home currency NPV at the spot exchange rate
The second approach is useful because it does not require an exchange rate to be forecast.
However, exam questions to date have all been based on using the first approach –
this approach is more useful where project's cash flows are in a variety of currencies.
Illustration 3
Bromwich Inc, a US company, is considering undertaking a new project in the UK. This will require
initial capital expenditure of £1,250 million, with no scrap value envisaged at the end of the five-
year lifespan of the project. There will also be an initial working capital requirement of £500 million,
which will be recovered at the end of the project. The initial capital will therefore be £1,750 million.
Pre-tax net cash inflows of £800 million are expected to be generated each year from the project.
Company tax will be charged in the UK at a rate of 40%, with depreciation on a straight-line basis
being an allowable deduction for tax purposes. UK tax is paid at the end of the year following that
in which the taxable profits arise.
There is a double taxation agreement between the US and the UK, which means that no US tax will
be payable on the project profits.
411
The current £/$ spot rate is £0.625 = $1. Inflation rates are 3% in the US and 4.5% in the UK. A
project of similar risk recently undertaken by Bromwich Inc in the US had a required post-tax rate of
return of 10%.
Required
Calculate the present value of the project using each of the two alternative approaches.
Solution
Method 1 – convert sterling cash flows into $ and discount at $ cost of capital
Firstly we have to estimate the exchange rate for each of years 1–6. This can be done using
purchasing power parity.
Year £/$ expected spot rate
0 0.625
1 0.625  (1.045/1.03) = 0.634
2 0.634  (1.045/1.03) = 0.643
3 0.643  (1.045/1.03) = 0.652
4 0.652 × (1.045/1.03) = 0.661
5 0.661  (1.045/1.03) = 0.671
6 0.671  (1.045/1.03) = 0.681
Time 0 1 2 3 4 5 6
£m £m £m £m £m £m £m
Capital (1,750) 500
Cash inflows 800 800 800 800 800
Depreciation 250 250 250 250 250
Tax (220) (220) (220) (220) (220)
Net cash flows (1,750) 800 580 580 580 1080 (220)
Exchange rate $/£ 0.625 0.634 0.643 0.652 0.661 0.671 0.681
Cash flows in $m (2,800) 1,262 902 890 877 1,610 (323)
Discount factor 1 0.909 0.826 0.751 0.683 0.621 0.564
Present value (2,800) 1,147 745 668 599 1,000 (182)
NPV in $m 1,177
Method 2 – discount sterling cash flows at adjusted cost of capital
When we use this method we need to find the cost of capital for the project in the host country. If we
are to keep the cash flows in sterling they need to be discounted at a rate that takes account of both
the US discount rate (10%) and different rates of inflation in the two countries. This is an application
of the International Fisher effect.
(1 + 10%)  (1.045/1.03) = 1.116
Therefore, the foreign (UK) discount rate is 11.6%.
Foreign (sterling) cash flows should be discounted at this rate.
412
Time 0 1 2 3 4 5 6
£m £m £m £m £m £m £m
Capital (1,750) 500
Cash inflows 800 800 800 800 800
Depreciation 250 250 250 250 250
Tax (220) (220) (220) (220) (220)
Net cash flows (1,750) 800 580 580 580 1080 (220)
Df (11.6%) 1 0.896 0.803 0.719 0.645 0.578 0.518
Present value (1,750.00) 717 466 417 374 624 (114)
NPV in £m 734
Translating this present value at the spot rate of 0.625 gives:
NPV in $m = 1,174m
Note that the two answers are almost identical (with differences being due to rounding). In the first
approach the dollar is appreciating due to the relatively low inflation rate in the US (not good news
when converting sterling to dollars).
In the second approach the UK discount rate is higher due to the relatively high inflation rate in the
UK (again, this is bad news, as the NPV of the project will be lower).
4 Exchange controls
Another potential problem is that some countries impose delays on the payment of a dividend from
an overseas investment. These exchange controls create liquidity problems and add to exchange rate
risk because the exchange rate may have worsened by the time that dividends are permitted.
The impact of the delay in the timing of remittances may have to be incorporated into the
international project appraisal.
Illustration 4
Fulton plc is considering entering a 50% joint venture with a central European company for the
manufacture and supply of sportswear in central Europe. Fulton plc will provide £2.2 million as 50%
of the initial capital whilst the joint venture partner will provide the equivalent amount in Central
European Crowns (CeK).
The joint venture net cash flows attributable to Fulton plc, in nominal terms, are expected to be:
Forward rates of exchange to the

CeK'000 £ sterling
Year 1 10,500 10
Year 2 16,000 14
Year 3 21,000 19
Required
Calculate Fulton's NPV under the two assumptions below, using a UK discount rate of 15% for each
assumption; ignore tax. No interest is earned on any cash retained in the European country.
413
Assumption 1
Exchange controls in the central European country prohibit dividends above 50% of annual cash
flows due to overseas investors being paid for the first two years of any project. The accumulated
balance can be repatriated at the end of the third year.
Assumption 2
The central European country removes control restrictions on repatriation of profits.
Solution
Assumption 1
50%
Year Profits retained Remittance £ Sterling PV @ 15%
1 10,500 5,250 5,250 525 457
2 16,000 8,000 8,000 571 432
3 21,000 – 34,250 1,803 1,185
2,074
Cost (2,200)
NPV (126)
Assumption 2
Year Remittance £ Sterling PV @ 15%

1 10,500 1,050 913
2 16,000 1,143 864
3 21,000 1,105 727
2,504
Cost (2,200)
NPV 304
The impact of the exchange controls can be seen by comparing the NPV under the two assumptions.
5 Interest rate parity theory

Under interest rate parity the difference between spot and forward rates reflects differences in interest
rates.
Formula provided
F =S
1+ic 
0 0 1+ib 
where F0 is the forward rate
S0 is the spot rate
ic is the interest rate in the country overseas
ib is the interest rate in the base country
This equation links the spot and forward rates to the difference between the interest rates.
414
Illustration 5
A US company is expecting to receive Zambian kwacha in one year's time. The spot rate is US$1 =
ZMK4,819. The company could borrow in kwacha at 7% or in dollars at 9%. There is no forward
rate for one year's time.
Estimate the forward rate in one year's time.
Solution
The base currency is dollars therefore the dollar interest rate will be on the bottom of the fraction.
F0 = 4,819
1+ 0.07 
= 4,730.58
1+ 0.09
5.1 Use of IRP to compute the effective cost of foreign loans

Loans in some currencies are cheaper than in others. However, when the likely strengthening of the
exchange rate is taken into consideration, the cost of apparently cheap international loans becomes
much more expensive and may not offer any saving compared to a domestic loan.
Illustration 6
Cato, a Polish company, needs a one-year loan of about 50 million złotys. It can borrow in złotys at
10.80% p.a. but is considering taking out a sterling loan which would cost only 6.56% p.a. The
current spot exchange rate is złoty/£5.1503. The company decides to borrow £10 million at 6.56%
per annum. Converting at the spot rate, this will provide 51.503 million złotys. Interest will be paid
at the end of one year along with the repayment of the loan principal.
Assuming the exchange rate moves in line with interest rate parity, you are required to show the złoty
values of the interest paid and the repayment of the loan principal. Compute the effective interest rate
paid on the loan.
Solution
By interest rate parity, the złoty will have weakened in one year to:
1.1080
5.1503  = 5.3552
1.0656
Exchange
Time rate
£'000 Złoty '000
Now Borrows 10,000 5.1503 51,503
In one year 6.56% interest (656)
Repayment (10,000) 5.3552
(10,656) (57,065)
57,065
The effective interest rate paid is – 1 = 10.80%, the same as it would have paid in sterling.
51,503
6 Eurobonds
Eurobond (or international bond): a bond sold outside the jurisdiction of the country in whose
currency the bond is denominated.
Key term
415
In recent years, a strong market has built up which allows very large companies to borrow in this
way, long term or short term. Again, the market is not subject to national regulations.
Eurobonds are long-term loans raised by international companies or other institutions and
sold to investors in several countries at the same time. Eurobonds are normally repaid after
5 to 15 years, and are for major amounts of capital ie $10m or more.
6.1 How are eurobonds issued?

Step 1 A lead manager is appointed from a major merchant bank; the lead manager liaises
with the credit rating agencies and organises a credit rating of the eurobond.
Step 2 The lead manager organises an underwriting syndicate (of other merchant banks)
who agree the terms of the bond (eg interest rate, maturity date) and buy the bond.
Step 3 The underwriting syndicate then organise the sale of the bond; this normally involves
placing the bond with institutional investors.
6.2 Advantages of eurobonds

(a) Eurobonds are 'bearer instruments', which means that the owner does not have to declare
their identity.
(b) Interest is paid gross and this has meant that eurobonds have been used by investors to avoid
tax.
(c) Eurobonds create a liability in a foreign currency to match against a foreign currency asset.
(d) They are often cheaper than a foreign currency bank loan because they can be sold on by
the investor, who will therefore accept a lower yield in return for this greater liquidity.
(e) They are also extremely flexible. Most eurobonds are fixed rate but they can be floating rate
or linked to the financial success of the company.
(f) They are typically issued by companies with excellent credit ratings and are normally
unsecured, which makes it easier for companies to raise debt finance in the future.
(g) Eurobond issues are not normally advertised because they are placed with institutional
investors and this reduces issue costs.
6.3 Disadvantages of eurobonds

Like any form of debt finance, there will be issue costs to consider (approximately 2% of funds
raised in the case of eurobonds) and there may also be problems if gearing levels are too high.
A borrower contemplating a eurobond issue must consider the foreign exchange risk of a
long-term foreign currency loan. If the money is to be used to purchase assets which will earn
revenue in a currency different to that of the bond issue, the borrower will run the risk of exchange
losses if the currency of the loan strengthens against the currency of the revenues out of which the
bond (and interest) must be repaid.
7 Alternatives to international investment

7.1 Exporting and licensing
Exporting and licensing are alternatives to foreign direct investment (FDI).
Exporting may be direct selling by the firm's own export division into the overseas markets, or it may
be indirect through agents.
Licensing involves conferring rights to make use of the licensor company's production process on
producers located in the overseas market.
416
7.1.1 Advantages of licensing

(a) It can allow fairly rapid penetration of overseas markets.
(b) It does not require substantial financial resources.
(c) Political risks are reduced since the licensee is likely to be a local company.
(d) Licensing may be a possibility where direct investment is restricted or prevented by a
country.
(e) For a multinational company, licensing agreements provide a way for funds to be remitted
to the parent company in the form of licence fees.
7.1.2 Disadvantages of licensing

(a) The arrangement may give the licensee know-how and technology which it can use in
competing with the licensor after the license agreement has expired.
(b) It may be more difficult to maintain quality standards, and lower quality might affect
the standing of a brand name in international markets.
(c) It might be possible for the licensee to compete with the licensor by exporting the produce to
markets outside the licensee's area.
(d) Although relatively insubstantial financial resources are required, on the other hand
relatively small cash inflows will be generated.
7.2 Joint ventures

7.2.1 Advantages of joint ventures
 Relatively low-cost access to new markets
 Easier access to local capital markets, possibly with accompanying tax incentives or
grants
 Use of joint venture partner's existing management expertise, local knowledge,
distribution network, technology, brands, patents and marketing or other skills
 Sharing of risks
 Sharing of costs, providing economies of scale
7.2.2 Disadvantages of joint ventures

 Managerial freedom may be restricted by the need to take account of the views of all
the joint venture partners.
 There may be problems in agreeing on partners' percentage ownership, transfer
prices, reinvestment decisions, nationality of key personnel, remuneration and sourcing of raw
materials and components.
 Finding a reliable joint venture partner may take a long time.
 Joint ventures are difficult to value, particularly where one or more partners have made
intangible contributions.
417
418
Cost of capital and
changing risk
Essential reading
419
6 Cost of capital and changing risk
1 Theories of capital structure

1.1 The traditional view of WACC
The traditional view is as follows:
(a) As the level of gearing increases, the cost of debt remains unchanged up to a
certain level of gearing. Beyond this level, the cost of debt will increase as interest cover falls,
the amount of assets available for security falls and the risk of bankruptcy increases.
(b) The cost of equity rises as the level of gearing increases and financial risk
increases.
(c) The WACC does not remain constant, but rather falls initially as the proportion of debt
capital increases, and then begins to increase as the rising cost of equity (and possibly of
debt) becomes more significant.
(d) The optimum level of gearing is where the company's WACC is minimised.
The traditional view about the cost of capital is illustrated in the following figure. It shows that the
WACC will be minimised at a particular level of gearing P.
Cost of
capital ke
WACC
kd
0
P Level of gearing
Where ke is the cost of equity in the geared company

kd is the cost of debt
k0 is the WACC
The traditional view is that the WACC, when plotted against the level of gearing, is saucer shaped.
The optimum capital structure is where the WACC is lowest, at point P.
1.2 The net operating income (MM) view of WACC

The net operating income approach takes a different view of the effect of gearing on WACC. In their
1958 theory, Modigliani and Miller (MM) (quoted in Watson and Head 2013, p. 299) proposed
that the total MV of a company, in the absence of tax, will be determined only by two factors:
 The total earnings of the company
 The level of operating (business) risk attached to those earnings
The total MV would be computed by discounting the total earnings at a rate that is appropriate to the
level of operating risk. This rate would represent the WACC of the company.
Thus Modigliani and Miller concluded that the capital structure of a company would have
no effect on its overall value or WACC.
420
1.2.1 Assumptions
Modigliani and Miller made various assumptions in arriving at this conclusion, including:
(a) A perfect capital market exists, in which investors have the same information, on which
they act rationally, to arrive at the same expectations about future earnings and risks.
(b) There are no tax or transaction costs.
(c) Debt is risk free and freely available at the same cost to investors and companies alike.
If MM's theory holds, it implies:
(a) The cost of debt remains unchanged as the level of gearing increases.
(b) The cost of equity rises in such a way as to keep the WACC constant.
This would be represented on a graph as shown below.
Cost of
capital
ke
WACC
kd
0 Level of gearing
1.3 MM theory adjusted for taxation

Having argued that debt has no benefit in the absence of taxation, MM then went on to demonstrate
that debt can be beneficial where tax relief applies.
Allowing for taxation reduces the cost of debt capital by multiplying it by a factor (1 – t)
where t is the rate of tax (assuming the debt to be irredeemable).
MM modified their theory to admit that tax relief on interest payments does makes debt capital cheaper
to a company, and therefore reduces the WACC where a company has debt in its capital
structure. They claimed that the WACC will continue to fall, up to gearing of 100%.
Cost of
capital ke
WACC
k d after tax
0 Gearing up to 100%
421
1.3.1 Formula for cost of equity

The principles of the MM theory with tax gave rise to the following formula for cost of equity.
Formula provided
i i V
ke = k e +(1- T)(k e - k d ) d
Ve
Where ke is the cost of equity in a geared company

k ie is the cost of equity in an ungeared company
Vd, Ve are the MVs of debt and equity respectively
kd is the cost of debt pre-tax
Illustration 1
Shiny Inc is an ungeared company with a cost of equity of 10%. Shiny is considering introducing
debt to its capital structure, as it is tempted by a loan with a rate of 5%, which could be used to
repurchase shares. Once the equity is repurchased, the ratio of debt to equity will be 1:4. Assume
that corporation tax is 30%.
(a) What will be the revised cost of equity if Shiny takes out the loan?
(b) At what discount rate will Shiny now appraise its projects? Comment on your results.
Solution
(a) ke = 0.10  (1 – 0.3)(0.10 – 0.05)  0.25 = 10.9%

(b) WACC = (0.2  0.7  0.05)  (0.8  0.109) = 9.42%
The new WACC figure is lower than that for the ungeared company. This means that future
investments will be able to bring greater wealth to the shareholders. More projects will become
acceptable to management, given that they are being discounted at a lower discount rate.
1.3.2 Weaknesses in MM theory

MM theory has been criticised as follows:
(a) MM theory assumes that capital markets are perfect. For example, a company will
always be able to raise finance to fund worthwhile projects. This ignores the danger that
higher gearing can lead to financial distress costs.
(b) Transaction costs will restrict the arbitrage process.
(c) Investors are assumed to act rationally which may not be the case in practice.
1.4 Pecking order theory

Managers will prefer to issue equity when the share price is high (even to the point of being
overvalued). They will prefer not to issue equity when the share price is considered to be low (or
undervalued).
Investors will use the issue of equity as a signal from managers as to the true worth of the
company's shares. Managers typically have better information than investors that can be used to
value the shares (information asymmetry).
1.4.1 Market signals

If equity is issued, the market will take this as a signal that shares are overvalued. This may result in
investors selling their shares (thus making substantial gains) which will lead to a fall in the share
422
price. If this happens, the cost of equity may rise, which will result in a higher marginal cost of
finance. To avoid this possibility, managers may decide to issue debt even if shares are seen as
being overvalued.
Conversely, an issue of debt may be interpreted as an undervaluation of the shares. Investors will
want to 'get a bargain' and will thus start to buy the shares, leading to an increase in share price.
1.4.2 Issues costs

In addition a new issue of equity is normally significantly more expensive than a debt issue, this
again makes an issue of new equity less attractive.
1.4.3 Pecking order

For the above reasons, the preferred 'pecking order' for financing instruments is as follows:
(a) Retained earnings. To avoid any unwanted signals, managers will try to finance as much
as possible through internal funds. Also no issue costs.
(b) Debt. When internal funds have been exhausted and there are still positive NPV
opportunities, managers will use debt to finance any further projects until the company's debt
capacity has been reached. Secured debt (which is less risky) should be issued first,
followed by unsecured (risky) debt.
(c) Equity. The 'finance of last resort' is the issue of equity.
1.5 Agency effects and capital structure

A practical advantage of debt finance is that it enforces financial discipline on the management of a
company. If a company is all equity financed there is less pressure on cash flow, and managers will
often embark on 'vanity projects' such as ill-judged acquisitions. Higher gearing creates a discipline
that can effectively deal with this agency problem.
2 Adjusted present value

This section provides a numerical illustration of how to deal with a subsidised loan as part of an APV
calculation.
2.1 Subsidy
Illustration 2
Gordonbear is about to start a project requiring $6 million of initial investment. The company
normally borrows at 10% but a government loan will be available to finance the entire project at 8%.
Tax is payable at 30% with no delay. The project is scheduled to last for four years.
Calculate the effect on the APV calculation if Gordonbear finances the project by means of the
government loan.
Solution
(a) Step 2 of the APV would be as follows.
We assume that the loan is for the duration of the project (four years) only.
Annual interest = $6 million  10%
= $600,000
Tax relief = $600,000  0.3
= $180,000
423
This needs to be discounted over Years 1 to 4 at the normal cost of debt of 10%.
NPV tax relief = $180,000  Discount factor Years 1 to 4
= $180,000  3.170
= $570,600
However, we also need to take into account the benefits of being able to pay a lower interest
rate.
Benefits = $6 million  (10% – 8%)  10% discount factor Years 1 to 4
= $6 million  2%  3.170
= $380,400
Total effect = $570,600 + $380,400 = $951,000.
2.2 Debt capacity

If a projects involves the acquisition of assets on which a loan could be secured, then it said to
increase a company's borrowing (or debt capacity). Where this occurs then the full amount of the
debt capacity should be used in Step 2 of APV. This benefit should be included in the APV
calculation, even if some of the debt capacity is utilised elsewhere to finance another project.
3 Changing business risk

This section provides a further numerical illustration of how to use information about a beta factor
from a comparative quoted company to create a project-specific cost of capital.
3.1 Recap of approach

If a company plans to invest in a project which involves diversification into a new business, the
investment will involve a different level of systematic risk from that applying to the company's existing
business. A discount rate should be calculated which is specific to the project, and which takes
account of both the project's systematic risk and the company's gearing level. The discount rate can
be found using the CAPM.
Step 1
Get an estimate of the systematic risk characteristics of the project's operating cash flows by
obtaining published beta values for a company or companies in the industry into which the company
is planning to diversify.
Adjust these beta values to allow for the company's capital gearing level. First by converting the beta
values of the other company/companies in the industry to ungeared betas, using the formula
(adjusted assuming that the debt beta is zero):
 Ve 
a = e  
 V + V (1- T) 
 e d 
Step 2
Having obtained an ungeared beta value a, regear to reflect the capital structure of the company
looking to appraise the project.
Step 3
Having estimated a project-specific geared beta, use the CAPM to estimate a
project-specific cost of equity and then a project-specific WACC.
424
Illustration 3
Backwoods is a major international company with its head office in the UK, wanting to raise
£150 million to establish a new production plant in the eastern region of Germany. Backwoods
evaluates its investments using NPV, but is not sure what cost of capital to use in the discounting
process for this project evaluation.
The company is also proposing to increase its equity finance in the near future for UK expansion,
resulting overall in little change in the company's market-weighted capital gearing.
The summarised financial data for the company before the expansion are shown below.
STATEMENT OF PROFIT OR LOSS (EXTRACTS) FOR THE YEAR ENDED 31 DECEMBER 20X1
£m
Revenue 1,984
Gross profit 432
Profit after tax 81
Dividends 37
Retained earnings 44
STATEMENT OF FINANCIAL POSITION (EXTRACTS) AS AT 31 DECEMBER 20X1

£m
Non-current assets 846
Working capital 350
1,196
Medium-term and long-term loans (see note below) 210
986
Shareholders' funds
Issued ordinary shares of £0.50 each nominal value 225
Reserves 761
986
Illustration 4
Note on borrowings
These include £75m 14% fixed rate bonds due to mature in five years' time and redeemable at their
nominal value. The current market price of these bonds is £120.00 and they have an after-tax cost of
debt of 9%. Other medium- and long-term loans are floating rate UK bank loans at LIBOR plus 1%,
with an after-tax cost of debt of 7%.
Company rate of tax may be assumed to be at the rate of 30%. The company's ordinary shares are
currently trading at 376 pence.
The equity beta of Backwoods is estimated to be 1.18. The systematic risk of debt may be assumed
to be zero. The risk-free rate is 7.75% and market return 14.5%.
The estimated equity beta of the main German competitor in the same industry as the new proposed
plant in the eastern region of Germany is 1.5, and the competitor's capital gearing is 35% equity
and 65% debt by book values, and 60% equity and 40% debt by MVs.
Required
Estimate the cost of capital that the company should use as the discount rate for its proposed
investment in eastern Germany. State clearly any assumptions that you make.
425
Solution
The discount rate that should be used is the WACC, with weightings based on the market values of
debt and equity. The cost of capital should take into account the systematic risk of the new
investment, and therefore it will not be appropriate to use the company's existing equity beta.
Instead, the estimated equity beta of the main German competitor in the same industry as the new
proposed plant will be ungeared, and then the capital structure of Backwoods applied to find the
WACC to be used for the discount rate.
Since the systematic risk of debt can be assumed to be zero, the German equity beta can be
'ungeared' using the following expression.
Ve
a = e V + V (1 – T)
e d
where: a = asset beta

e = equity beta
Ve = proportion of equity in capital structure
Vd = proportion of debt in capital structure
T = tax rate
For the German company:
 60 
a = 1.5  = 1.023
 60 + 40(1– 0.30)
The next step is to calculate the debt and equity of Backwoods based on MVs.
£m
Equity 450m shares at 376p 1,692
Debt: bank loans (210 – 75) 135

Debt: bonds (75 million  1.20) 90
Total debt 225
Total MV 1,917
The beta can now be regeared

Ve
a = e V + V (1 – T)
e d
1,692
1.023 = e
1,692+ 225 (1 – 0.3)
so
1,692
e = 1.023 ÷ = 1.118
1,692+ 225 (1– 0.3)
This can now be substituted into the CAPM to find the cost of equity.
E(r ) = R +  (E(rm) – Rf)

i f
where: E(r ) = cost of equity

i
R = risk-free rate of return
f
E(rm) = market rate of return

E(r )= 7.75% + (14.5% – 7.75%)  1.118 = 15.30%
i
426
The WACC can now be calculated:
 1,692   135   90 
15.3  1,917  + 7  1,917  + 9  1,917  = 14.4%
     
427
428
Financing and
credit risk
Essential reading
429
7 Financing and credit risk
1 Credit ratings
1.1 Calculating credit ratings
Statistical models like the Kaplan–Urwitz model are used to calculate the risk of a bond.
Formula provided if relevant to a question

4.41 + 0.0014F + 6.4π – 2.56S – 2.72L + 0.006C – 0.5σ
The higher the score the higher the rating. For example, >6.76 = AAA rating, >3.28 = A, >1.57 =
BBB.
F = Firm size (total assets $m) π = Profitability (net income/total assets)
L = long term debt/total assets C = Interest cover
σ = std deviation/average earnings S = Debt status (if unsecured = 1, if secured = 0)
The main message from this model is not surprising; large, highly profitable firms have a lower
default risk than small, low profit firms.
Illustration 1
A credit rating agency is assessing a bond due to be issued by NT Ltd. It has extracted the following
data relating to NT Ltd:
Firm size (F) = £100m Net income/total assets (π) = 10%
Gearing (L = long term debt/total assets) = 10% Interest cover (C) = 5
Risk (σ, std deviation/average earnings) = 5% Debt status (S, if subordinated = 1 if not 0) = 0
The agency uses the following version of the Kaplan–Urwitz model to obtain a risk score:
Formula provided (if required)
4.41 + 0.0014F + 6.4π – 2.56S – 2.72L + 0.006C – 0.53σ
If the score is >6.76 a rating of AAA is given, if >3.28 a rating of A is given and if >1.57 a rating
of BBB is given.
Required
Calculate the likely credit rating for NT Ltd's bond issue.
Solution
Score = 4.41 + (0.0014  100) + (6.4  0.1) – (2.56  0) – (2.72  0.1) + (0.006  5) – (0.53 
0.05) = 4.92
Credit rating = A
In reality this model would support an analysis of NT's risk which would also involve judgements over
the quality of NT's management and systems.
430
1.2 Credit risk

Credit risk arises from the inability of a party to fulfil its obligation under the terms of a contract.
The credit risk of an individual loan or bond is determined by the following two factors.
 The probability of default (PD) – the probability that the borrower will default on its
contractual obligations to repay its debt.
 The recovery rate – this is the fraction of the face value of an obligation that can be
recovered once the borrower has defaulted. The loss given default (LGD) is the difference
between the amount of money owed by the borrower less the amount of money recovered. For
example, a bond has a face value of $100 and the recovery rate is 80%. The LGD in this
case is: $100 – $80 = $20.
The expected loss (EL) from credit risk shows the amount of money the lender should expect to lose
from the investment in a bond or loan with credit risk.
 The EL is calculated as loss given default (LGD)  probability of default (PD).
If the PD is, say, 10%, the EL from investing in the above bond is:
EL = 0.10  20 = $2
1.3 Credit rating agencies

The measurement of credit risk is slightly more complex. All the approaches concentrate on the
estimation of the default probability and the recovery rate.
The oldest and most common approach is to assess the probability of default using financial and
other information on the borrowers and assign a rating that reflects the expected loss (EL) from
investing in the particular bond.
This assignment of credit risk ratings is done by credit rating companies, such as Standard
& Poor's, Moody's Investor Services and Fitch. These ratings are widely accepted as indicators of the
credit risk of a bond. The table below shows the credit rating used by Moody's and Standard &
Poor's.
Credit risk rating
Standard & Poor's Moody's Description of category
AAA Aaa Highest quality, lowest default risk
AA Aa High quality
A A Upper medium grade quality
BBB Baa Medium grade quality
BB Ba Lower medium grade quality
B B Speculative
CCC Caa Poor quality (high default risk)
CC Ca Highly speculative
C C Lowest grade quality
431
For Standard & Poor's ratings, those ratings from 'AA' to 'CCC' may be modified by the addition of
a plus (+) or minus (–) sign to show relative standing within the major rating categories. For example,
a company with BB+ rating is considered to have a better credit rating than a company with a BB
rating, although they are in the same major rating category.
With Moody's, numerical modifiers 1, 2 and 3 are added to each ratings category from Aa to Caa,
with 1 indicating a higher ranking within the category. For example, a rating of Baa1 is higher than
Baa2.
Both credit rating agencies estimate default probabilities from the empirical performance of
issued corporate bonds of each category. The table below shows the probability of default for
certain credit categories over different investment horizons. The probability of default within a year
for AAA, AA, or A bonds is practically zero whereas for a CCC bond it is 26.38%. However,
although the probability of default for a AAA company is practically zero over a single year, it
becomes 0.98% over a 15-year period (this is consistent with the theory that, the longer the time
horizon, the riskier the investment).
Standard & Poor's cumulative default probabilities (Standard & Poor's, 2015)
Initial rating
Term 1 5 10 15
AAA 0.00% 0.36 0.74 0.98
AA 0.02% 0.35 0.82 1.19
A 0.07% 0.57 1.51 2.32
BBB 0.20% 1.95 4.06 5.84
BB 0.76% 7.71 13.74 16.77
B 3.88% 18.70 25.91 29.49
CCC 26.38% 46.28 450.73 53.38
2 Bond duration
This section provides an activity to practice calculating the duration of a bond, the solution is on the
next page.
Activity: Duration
A company has a bond in issue, with a nominal value of $100 and redeemable their nominal value:
Bond B 10% maturing in three years
The required yield is 4%.
Required
Calculate the duration of Bond B.
Solution
432
3 Sources of finance
This section introduces a variety of sources of finance (many of which have been introduced in
Chapter 2, and also feature in Financial Management (FM)) considering their appropriateness for
different organisations.
3.1 Short-term debt

Short-term debt consists mainly of overdrafts and short-term loans.
The advantage of overdrafts is that they can be arranged relatively quickly and offer the company a
degree of flexibility with regard to the amount borrowed. Interest is only paid when the account is
overdrawn. However, if the account is overdrawn beyond the authorised amount, penalties can be
severe.
Overdrafts are usually most appropriate when a company wants help to finance 'day to day' trading
and cash flow requirements. The company is unlikely to be short of cash all the time therefore an
informal overdraft agreement that can be called on where necessary would be the best choice of
funding.
Short-term loans are more formal than overdrafts in that they are for fixed amounts for a specified
period of time. The company knows how much it has to pay back at regular intervals and does not
have to worry about the bank withdrawing or reducing an overdraft facility. However, interest has to
be paid for the duration of the loan, rather than just when the account is overdrawn.
It may be that a mixture of short-term loans and overdrafts is the most appropriate method of funding.
For example, if you are purchasing a shop with inventory, the shop premises might be financed by a
loan while the inventory could be funded by an overdraft.
3.2 Long-term finance

Long-term finance is most appropriate for major investments. It tends to be more expensive and less
flexible than short-term finance.
Long-term debt comes in various forms including bank loans, and bonds whose price will vary
according to the product and prevailing market conditions. For example, where the coupon rate is
fixed at the time of issue, it will be set after considering the credit rating of the company issuing the
debt. Although subsequent changes in market and company conditions may cause the market value
433
of the debt to fluctuate, the interest charged (the price of the debt) will remain at the fixed percentage
of the nominal value.
Long-term debt tends to be most appropriate for long-term investments. One of the main advantages
of long-term debt is that interest is tax deductible, making it cheaper than equity finance.
3.2.1 Redeemable bonds

Bonds are usually redeemable. They are issued for a term of 10 years or more, and perhaps 25 to
30 years. At the end of this period, they will 'mature' and become redeemable (normally at their
nominal value).
Some redeemable bonds have an earliest and a latest redemption date. For example, 12% Loan
Notes 2010/12 are redeemable at any time between the earliest specified date (in 2010) and the
latest date (in 2012). The issuing company can choose the date. The decision by a company when
to redeem a debt will depend on how much cash is available to the company to repay the debt,
and on the nominal rate of interest on the debt.
Some bonds do not have a redemption date, and are 'irredeemable' or 'undated'. Undated
bonds might be redeemed by a company that wishes to pay off the debt, but there is no obligation
on the company to do so.
3.2.2 Equity finance

Raising new equity finance through the sale of ordinary shares to investors, either as a new issue
or as a rights issue.
The issue of equity is at the bottom of the pecking order when it comes to raising funds for
investments, not only because of the cost of issue but also because equity finance is more expensive
in terms of required returns. Equity shareholders are the ultimate bearers of risk, as they are at the
bottom of the creditor hierarchy if a company becomes insolvent. This means that there is a
significant risk that they will receive nothing at all after all other trade payables' claims have been
met.
This high risk means that equity shareholders expect the highest returns of long-term providers of
finance. The cost of equity finance is therefore always higher than the cost of debt.
As with long-term debt, equity finance will be used for long-term investments. Companies may choose
to raise equity rather than debt finance if:
(a) Their gearing ratios are approaching the maximum allowable
(b) Any further increases in gearing will be perceived as a significant increase in risk by investors
A listing on a stock market (an initial public offering or IPO) makes it easier to obtain equity by
issuing new shares to investors either via a placing or an offer for sale.
A listing on a stock market makes it easier to obtain equity.
UK main market
Requirements
 Three years of successful trading history
 Comply with the corporate governance rules of the Corporate Governance Code
 Minimum 25% of shares in public hands
Advantages
 Higher public profile
 Higher investor confidence (audited accounts, regular briefings, NEDs)
 Access to wider pool of equity finance
434
 Allows owners to realise some of their investment (private companies sometimes have
restrictions on who you can sell shares to)
 Allows use of share issues for incentive schemes and takeovers
Costs/disadvantages
 Membership fees, compliance costs
 Pressure for short-term profits
 Takeover target
Process
 Hire a sponsor (issuing house) – an investment bank will advise on the best method
(placing/offer for sale) and the on the suitability of the directors. The issuing house ill also be
responsible for the prospectus, and for assuring investors that the regulatory requirements (see
above) have been fulfilled, advise on the issue price and act as an underwriter
 Hire a broker – to represent the company to investors to stimulate interest, and to advise on the
timing of the issue; often the sponsor is the broker
The cheapest and quickest way of raising equity from new investors is to sell large blocks of shares at
a fixed price to a narrow group of external institutional investors. This is a placing.
Alternatively shares can be sold to the general public, normally at a fixed price, this is an offer for
sale. With an offer for sale, a prospectus is produced outlining the company's future plans and past
performance. The issue is advertised in the national press and is normally underwritten. This is
normally used for larger share issues.
Occasionally an offer for sale is made by tender. Here, no prior issue price is announced;
instead shareholders are invited to bid for shares at a variety of different prices. The share issue is
underwritten at a guaranteed minimum price. This is designed to minimise the risk of underpricing the
share issue.
In any form of listing, restrictions are normally imposed to prevent directors from selling shares for a
specified period (often six months) after the listing. This is called an IPO lock-up period. If this
was not in place then there would be a danger that the directors would sell their shares immediately
after the listing. If directors have significant shareholdings (as in the previous example) this may well
mean that the share price would fall sharply, immediately after a listing. This is what an IPO lock-up
period is designed to prevent.
3.2.3 Venture capital
Venture capital is risk capital which is generally provided in return for an equity stake in the business.
It is most suited to private companies with high growth potential. Venture capitalists seek a high
return (usually at least 20%), although their principal return is achieved through an exit strategy.
Venture capitalists generally like to have a predetermined target exit date (usually 3–7 years). At the
outset of their investment, they will have established various exit routes, including the sale of shares to
the public or to institutional investors following a flotation of the company's shares.
As well as providing funding for start-up businesses, venture capital is an important source of finance
for management buy-outs (these are discussed later in the Workbook).
3.2.4 Business angels
Business angels are wealthy individuals who invest in start-up and growth businesses in return for an
equity stake. The investment can involve both time and money depending on the investor. These
individuals are prepared to take high risks in the hope of high returns. As a result, business
angel finance can be expensive for the business.
Investments made by business angels can vary but, in the UK, most investments are in the region of
£25,000.
435
Business angels are a useful source of finance to fill the gap between venture capital and debt
finance, particularly for start-up businesses. One of the main advantages of business angels is that
they often follow up their initial investment with later rounds of financing as the business grows. New
businesses benefit from their expertise in the difficult early stages of trying to establish themselves.
3.2.5 Leasing
Some leases, often short-term leases, are rental agreements between a lessor and a lessee, that are
structured so that the lessor retains most of the risks of ownership ie the lessor is responsible for
servicing and maintaining the leased equipment.
However, some leases are long-term arrangements that transfer the risks and rewards of
ownership of an asset to the lessee. These are agreements between the lessee and the lessor for most
or all of the asset's expected useful life. The lessee is responsible for the upkeep, servicing and
maintenance of the asset. This can be a cheaper source of finance than a bank loan if the lessor
buys a large quantity of assets (eg aircraft) and obtains bulk purchase discounts as a result; some of
the savings from such discounts can be shared with the lessee in the form of lower rental payments.
Illustration 2
Burma's national carrier has signed a nearly $1 billion (£584 million) deal to lease 10 new Boeing
737 jets as it looks to revamp and expand its ageing fleet.
Myanma Airways will be working with GE Capital Aviation Services (GECAS), the world's largest
leasing company, to upgrade its planes and flight routes.
The state-run company flies mainly within Burma, also known as Myanmar.
GECAS – a unit of US conglomerate General Electric – said the aircraft would be delivered by
2020.
(BBC 2014)
3.2.6 Private equity

Private equity consists of equity securities in companies that are not publicly traded on a stock
exchange.
In Europe, private equity represents the entire spectrum of the investment sector that includes venture
capital and management buy-ins and buy-outs (therefore venture capital is a specific type of private
equity). In the US, private equity and venture capital are treated as different types of investment.
In Europe, private equity funds tend to invest in more mature companies with the aim of eliminating
inefficiencies and driving growth. Venture capitalists, as we have seen above, are more likely to
invest in start-ups and companies in the early stages of development.
Private equity funds might require:
 A 20–30% shareholding
 Special rights to appoint a number of directors
 The company to seek their prior approval for new issues or acquisitions
3.2.7 Asset securitisation

Asset securitisation involves the aggregation of assets into a pool then issuing new securities backed
by these assets and their cash flows. The securities are then sold to investors who share the risk and
reward from these assets.
Securitisation is similar to 'spinning off' part of a business, whereby the holding company 'sells' its
right to future profits in that part of the business for immediate cash. The new investors receive a
premium (usually in the form of interest) for investing in the success or failure of the segment.
436
Most securitisation pools consist of 'tranches'. Higher tranches carry less risk of default (and therefore
lower returns) whereas junior tranches offer higher returns but greater risk.
The main reason for securitising a cash flow is that it allows companies with a credit rating of (for
example) BB but with AAA rated cash flows to possibly borrow at AAA rates. This will lead to greatly
reduced interest payments, as the difference between BB rates and AAA rates can be hundreds of basis
points.
However, securitisation is expensive due to management costs, legal fees and continuing
administration fees.
This topic is returned to later in the Workbook.
4 Pros and cons of Islamic finance
4.1 Advantages of Islamic finance

Islamic finance operates on the underlying principle that there should be a link between the
economic activity that creates value and the financing of that economic activity. The main
advantages of Islamic finance are as follows:
(a) Following the principles of Islamic finance allows access to a source of worldwide funds.
Access to Islamic finance is also not just restricted to Muslim communities, which may make it
appealing to companies that are focused on investing ethically.
(b) Gharar (speculation) is not allowed, reducing the risk of losses.
(c) Excessive profiteering is also not allowed; only reasonable mark-ups are allowed.
(d) Banks cannot use excessive leverage and are therefore less likely to collapse.
(e) The rules encourage all parties to take a longer-term view and focus on creating a successful
outcome for the venture, which should contribute to a more stable financial environment.
(f) The emphasis of Islamic finance is on mutual interest and co-operation, with a partnership
based on profit creation through ethical and fair activity benefiting the community as a whole.
4.2 Drawbacks of Islamic finance

The use of Islamic finance does not remove all commercial risk. Indeed, there may even be additional
risk from the use of Islamic finance. There are the following drawbacks from the use of Islamic
finance:
(a) There is no international consensus on Sharia interpretations, eg some Murabaha
contracts have been criticised because their products have been based on prevailing interest
rates rather than economic or profit conditions.
(b) There is no standard Sharia model for the Islamic finance market, meaning that documentation
is often tailor-made for the transaction, leading to higher transaction costs than for the
conventional finance alternative.
(c) Trading in Sukuk products has been limited. Since the financial crisis, issuance of new Sukuk
products has decreased.
(d) Corporations may not be able to demonstrate that contracts are effectively debt and they
therefore may not attract a tax shield, meaning that their cost of capital will increase.
(e) Restrictions are placed on a company's business operations and financial structure.
(f) Approval of new products can take time.
437
Activity answers
Bond B
Time 1 2 3 Total
Cash 10 10 110
DF 4% 0.962 0.925 0.889
PV 9.6 9.3 97.8 116.7
% in year 8% 8% 84%
x year 0.08 0.16 2.51 2.76 years
Alternative solution:
Bond B
Time 1 2 3 Total
Cash 10 10 110
DF 4% 0.962 0.925 0.889
PV 9.6 9.3 97.8 116.7
x year 9.6 18.6 293.4
(9.6 + 18.6 + 293.4)/116.7 = 2.76 years
438
Valuation for
acquisition and
mergers
Essential reading
439
8 Valuation for acquisition and mergers
1 Asset-based models – extra notes
1.1 Replacement values

In a book value-plus valuation the replacement value of the assets may be more useful than the
book value, and may be provided in an examination question. The replacement value of the assets of
the acquisition target would quantify the cost of setting up the company from scratch without an
acquisition ie by acquiring the assets on the open market.
1.2 Lev's method for valuing intangibles

This method is a modification of the approach used in CIV and involves adjusting the valuation to
reflect that growth will not be zero (as assumed in the CIV approach).
This is similar to CIV, but this model then proposes a three-step discounting procedure:
Step 1 Discount the first five years at the firm's current rate of growth.
Step 2 Discount the next five years at a declining rate that moves towards the industry average.
Step 3 Discount after this at the industry average growth rate.
Lev (Ryan, 2007, p.408) argues that the discount rate used should be high to reflect the uncertain
nature of intangible assets. This contrasts with CIV which normally uses a weighted average cost of
capital.
2 Market–based approaches – extra notes

2.1 Earnings yield
Earnings yield is calculated as EPS/share price. In other words, it is the reciprocal of the P/E ratio: ie
1  earnings yield = P/E ratio.
If an exam question provides you with an earnings yield figure, divide it into 1 (ie 1  earnings
yield) to get the P/E ratio. Then you can apply the P/E ratio technique.
Illustration 1
For example, an earnings yield of 5% is equal to a P/E ratio of 1: 0.05 = 20.
2.2 Market-to-book ratio

The market-to-book ratio approach assumes that there is a consistent relationship between market
value and net book value.
Some sample price-to-book value relationships for the US in 2014 are shown below:
Industry sector averages
Advertising 5.5
Auto parts 2.7
Defence 3.6
Home building 1.7
Source: NYU Stern School of Business
440
8: Valuation for acquisition and mergers
These industry average ratios can be used to give an approximate value of a potential acquisition by
multiplying the net book value of the assets (see Section 3) of the potential acquisition by the industry
average market-to-book ratio.
However, these ratios do not take into account the potential acquisition's differing business and/or
financial risk.
3 Black–Scholes and company valuation – extra notes

3.1 Valuing start-ups
The valuation of start-ups presents a number of challenges for the methods that we have
considered so far due to their unique characteristics which are summarised below. These effectively
mean that traditional valuation techniques are not effective.
(a) Most start-ups typically have no track record
(b) Ongoing losses
(c) Few revenues, untested products
(d) Unknown market acceptance, unknown product demand
(e) Unknown competition
(f) Unknown cost structures, unknown implementation timing
(g) High development or infrastructure costs
(h) Inexperienced management
3.2 Default risk

Option pricing can be used to explain why companies facing severe financial distress can still have
positive equity values. A company facing severe financial distress would presumably be one where
the equity holders' call option is well out-of-money ie has no intrinsic value.
However, as long as the debt on the option is not at expiry, then that call option will still have a time
value attached to it. Therefore, the positive equity value reflects the time value of the option, even
where the option is out-of-money, and this will diminish as the debt comes closer to expiry. The time
value indicates that even though the option is currently out-of-money, there is a possibility that due to
the volatility of asset values, by the time the debt reaches maturity, the company will no longer face
financial distress and will be able to meet its debt obligations.
441
442
Acquisitions: strategic
issues and regulation
Essential reading
443
9 Acquisitions: strategic issues and regulation
1 Types of mergers
Mergers and acquisitions can be classified in terms of the company that is acquired or merged with,
as horizontal, vertical or conglomerate. Each type of merger represents a different way of
expansion with different benefits and risks.
Vertical merger
Supplier
Aim: control of
supply chain
Backward merger
Horizontal merger Conglomerate merger
Two merging firms
produce similar products Firm Two firms operate in
in the same industry different industries
Aim: increase market Aim: diversification
power Forward merger
Customer/distributor
Aim: control of
distribution
1.1 Horizontal mergers

A horizontal merger is one in which one company acquires another company in the same line
of business. A horizontal merger happens between firms which were formerly competitors and
who produce products that are considered substitutes by their buyers. The main impact of a
horizontal merger is therefore to reduce competition in the market in which both firms operate.
These firms are also likely to purchase the same or substitute products in the input market. A
horizontal merger is said to achieve horizontal integration.
Illustration 1
US food giant Heinz is to merge with Kraft Foods Group, creating what the
companies say will be the third-largest food and beverage company in the US.
Heinz shareholders will own 51% of the combined company with Kraft shareholders owning a 49%
stake.
The combined firm, Kraft Heinz Company, expects to make annual cost savings of $1.5 billion
(£1 billion) by the end of 2017. Its brands will include Kraft, Heinz, and hotdog maker Oscar
Mayer, with combined sales worth some $29 billion.
Alex Behring, chairman of Heinz and the managing partner at 3G Capital, said: 'By bringing
together these two iconic companies through this transaction, we are creating a strong platform for
both US and international growth.'
(BBC 2015)
The impact on market power is one of the most important aspects of an acquisition. By acquiring
another firm, in a horizontal merger, the competition in the industry is reduced and the company may
be able to charge higher prices for its products. However, competition regulation may prevent this
444
type of acquisition. To the extent that both companies purchase for the same suppliers, the merged
company will have greater bargaining power when it deals with its suppliers.
1.2 Vertical mergers

Vertical mergers are mergers between firms that operate at different stages of the same production
chain, or between firms that produce complementary goods, such as a newspaper acquiring a paper
manufacturer. Vertical mergers are either backward when the firm merges with a supplier or forward
when the firm merges with a customer.
Vertical mergers create the possibility of creating barriers to entry through vertical
acquisitions of production inputs.
1.3 Conglomerate mergers

Conglomerate mergers are mergers which are neither vertical nor horizontal. In a conglomerate
merger a company acquires another company in an different, possibly unrelated, line of business.
Illustration 2
In 2015 US computer giant Dell agreed a deal to buy data storage company EMC for $67bn
(£44bn).
Falling demand for PCs means Dell is looking to expand into more lucrative businesses, and it has
identified data storage as a key growth area.
'Our new company will be exceptionally well-positioned for growth in the most strategic areas of
next-generation IT,' said Dell boss Michael Dell.
Analysts suggested the deal was a brave move by Dell.
'Dell wants to become the old IBM Corp, a one-stop shop for corporate clients,' said Erik Gordon
from the University of Michigan's Ross School of Business.
'That model fell apart a couple of decades ago. Reviving it would be a stunning coup for Dell.'
(BBC 2015)
2 Consequence of different % stakes

Normally, a potential offeror will wish to build a stake prior to making an offer. Any person can
acquire a stake of up to 29.9% in a listed or Alternative Investment Market company without being
subject to any timing restrictions. Some of the important share stakes (in the UK) and their
consequences are outlined below.
% Consequence
Any Ability of the company to enquire as to the ultimate ownership
3% Requirement to disclose interest in the company (the material interests rules).
10% Shareholders controlling not less than 10% of the voting rights may
requisition the company to serve notices to identify another shareholder.
Notifiable interests rules become operative for institutional investors and
non-beneficial stakes.
30% City Code definition of effective control. Mandatory bid triggered and
takeover offer becomes compulsory.
If the bidder holds between 30% and 50% (normally due to earlier attempts
at a takeover) a mandatory offer is triggered with any additional purchase.
445
% Consequence
50%+ CA definition of control (since at this level the holder will have the ability to
pass ordinary resolutions).
First point at which a full offer could be declared unconditional with regard
to acceptances.
Minimum acceptance condition.
75% Major control boundary since at this level the holder will be able to pass
special resolutions.
90% Minorities may be able to force the majority to buy out their stake. Equally,
the majority may, subject to the way in which the stake has been acquired,
require the minority to sell out their position.
Compulsory acquisition of remaining 10% is now possible.
3 Regulatory authorities
3.1 Competition and Markets Authority
A UK company might have to consider whether its proposed takeover would be drawn to the
attention of the Competition and Markets Authority.
If a transaction is referred to the Competition and Markets Authority and the Authority finds that it
results in a substantial lessening of competition in the defined market, it will specify action to remedy
or prevent the adverse effects identified, or it may decide that the merger does not take place (or, in
the case of a completed merger, is reversed).
Any person aggrieved by a decision of the Competition and Markets Authority in connection with a
reference or possible reference may apply to the Competition Appeal Tribunal for a review of that
decision.
A number of tests may be used to decide whether there has been a substantial lessening of
competition (SLC). These normally include:
(a) The revenue test
No investigation will normally be conducted if the target's revenue is less than £70 million.
(b) The share of supply test
An investigation will not normally be conducted unless, following the merger, the combined
entity supplies 25%. The 25% share will be assessed by the commission.
(b) The SLC test
Even if the thresholds in (a) and (b) above are met, the Competition and Markets Authority will
only be involved if there has been an SLC in the market.
3.2 The European Union

Mergers fall within the exclusive jurisdiction of the European Union where, following the merger, the
following two tests are met:
(a) Worldwide revenue of more than €5 billion per annum
(b) European Union revenue of more than €250 million per annum
The European Union will assess the merger in a similar way as the Competition and Markets
Authority in the UK by considering the effect on competition in the market.
The merger will be blocked if the merged company results in a market oligopoly or results in such a
dominant position in the market that consumer choice and prices will be affected.
446
4 Summary of defensive tactics

Tactic Explanation
Golden parachute Large compensation payments made to the top management of the target
firm if their positions are eliminated due to hostile takeover. This may
include cash or bonus payments, stock options or a combination of these.
Poison pill This is an attempt to make a company unattractive normally by giving the
right to existing shareholders to buy shares at a very low price.
Poison pills have many variants.
White knights This would involve inviting a firm that would rescue the target from the
unwanted bidder. The white knight would act as a friendly counter-bidder.
Crown jewels The firm's most valuable assets may be the main reason that the firm
became a takeover target in the first place. By selling these or entering
into arrangements such as sale and leaseback, the firm is making itself less
attractive as a target.
Pacman defence This defence is carried out by mounting a counter-bid for the attacker.
The Pacman defence is an aggressive rather than defensive tactic and will
only work where the original acquirer is a public company with diverse
shareholdings. This tactic also appears to suggest that the company's
management are in favour of the acquisition but that they disagree about
which company should be in control.
Litigation or The target company can challenge the acquisition by inviting an

regulatory defence investigation by the regulatory authorities or through the courts. The target
may be able to sue for a temporary order to stop the bidder from buying
any more of its shares.
447
448
Financing acquisitions
and mergers
Essential reading
449
10 Financing acquisitions and mergers
1 Alternative forms of paper

Alternative forms of paper consideration, including bonds, loan notes and preference shares, are not
so commonly used, due to:
 Difficulties in establishing a rate of return that will be attractive to target shareholders
 The effects on the gearing levels of the acquiring company
 The change in the structure of the target shareholders' portfolios
 The securities being potentially less marketable, and possibly lacking voting rights
Issuing convertible loan notes will overcome some of these drawbacks, by offering the target
shareholders the option of partaking in the future profits of the company if they wish.
The use of other financing instruments is fairly rare, but convertible debt or convertible preference
shares allow the target shareholder the possibility of sharing the benefit of any gains from the
acquisition. More commonly, convertibles are issued by a company in order to raise finance for a
cash bid.
2 Other points about financing
2.1 Managing the re-financing of the target's debt

Many debt agreements carry a change of control clause which means that when a company
completes an acquisition it may well have to refinance the target company's debt. The acquiring
company will need to ensure that it has factored this into its financial planning. This may require a
short-term line of credit to act as a bridging loan while refinancing is being arranged.
2.2 Earn-out arrangements

With any form of financing the acquirer can reduce risk by including deferred payments which are
linked to future performance targets – these are often referred to as earn-out arrangements. This is
also a method of keeping previous owner-managers motivated post-acquisition, as they continue to
benefit (often considerably) from good performance.
3 Effect of an offer on financial position and performance

of the acquiring company
3.1 Effects on earnings
One obvious place to start is to assess how the merger will affect earnings and earnings per share.
P/E ratios (price to earnings per share) can be used as a rough indicator for assessing the impact on
earnings. The higher the P/E ratio of the acquiring firm compared to the target company, the greater
the increase in EPS to the acquiring firm.
Dilution of EPS occurs when the P/E ratio paid for the target exceeds the P/E ratio of the acquiring
company.
The following illustration will demonstrate this.
450
Illustration 1
Romer Company will acquire all the outstanding stock of Dayton Company through an exchange of
stock. Romer is offering $65.00 per share for Dayton. Financial information for the two companies is
as follows.
Romer Dayton
Net income $50,000 $10,000
Shares outstanding 5,000 2,000
EPS $10.00 $5.00
Market price of stock $150.00
P/E ratio 15
Required
(a) Calculate the shares to be issued by Romer
(b) Calculate the combined EPS
(c) Calculate P/E ratio paid: price offered/EPS of target
(d) Compare P/E ratio paid to current P/E ratio
(e) Calculate maximum price before dilution of EPS
Solution
(a) Shares to be issued by Romer: $65/$150  2,000 shares = 867 shares to be issued.
(b) Combined EPS: ($50,000 + $10,000)/(5,000 + 867) = $10.23
(c) Calculate P/E ratio paid: price offered/EPS of target or $65.00/$5.00 = 13
(d) P/E ratio paid to current P/E ratio: since 13 is less than the current ratio of 15, there should
be no dilution of EPS for the combined company.
(e) Maximum price before dilution of EPS: 15 = price/$5.00 or $75.00 per share. $75.00 is the
maximum price that Romer should pay before EPS is diluted.
3.2 Effects on the statement of financial position

The main issue to be aware of here is that the difference between the value of a take-over bid and
the net assets of the company being acquired is accounted for as 'goodwill' in the consolidated
statement of financial position.
The consolidated statement of financial position may need to be analysed using ratio analysis. Basic
ratios have been covered earlier in the Workbook and will be returned to in Chapter 14.
Illustration 2
ABC Co is planning to bid for DEZ Co.
The acquisition will be funded by cash, which ABC will borrow.
INFORMATION RELATING TO ABC
Romer Dayton
Net income $50,000 $10,000
Shares outstanding 5,000 2,000
EPS $10.00 $5.00
Market price of stock $150.00
P/E ratio 15
451
STATEMENT OF FINANCIAL POSITION OF DEZ CO

$m $m
Assets Equity and liabilities
Non-current assets 80 Current liabilities 10
Equity investments 5 Non-current liabilities 10
Receivables 25 Equity capital 20
Cash 10 Share premium 30
Earnings 50
120 120
This is a cash offer funded entirely by the issue of debt. The company makes an offer of $120m
which is raised by issuing corporate bonds worth $120m.
The value of the net assets of DEZ CO is $120m assets – $10m current liabilities – $10m non-current
liabilities = $100m.
The difference between the amount paid of $120m and the value of the net assets of $100m will be
treated as goodwill in the consolidated accounts, as shown.
STATEMENT OF FINANCIAL POSITION OF ABC AFTER THE OFFER
$m $m
Assets Liabilities
Investment 120 Earnings 500
800 800
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

$m $m
Assets Liabilities
Goodwill 20 Earnings 500
820 820
452
The role of the
treasury function
Essential reading
453
11 The role of the treasury function
1 Treasury organisation
A treasury department might be managed either as a cost centre or as a profit centre.
It is important that the organisation of a treasury department reflects a company's attitude to risk. If a
company operates in a stable business environment it may be more likely to accept certain risks than
a company that operates in a less stable environment.
Cost centre Profit centre
Treasury managers have an incentive only to Some companies expect to make significant
keep the costs of the department within budget. profits from their treasury activities.
The cost centre approach implies that the Divisions are billed for services provided at
treasury is there to perform a service of a certain market rates.
standard to other departments in the enterprise.
Motivational for Treasury staff.
May expose the company to high levels of risk
unless controlled.
1.1 Cost centre or profit centre

If a profit centre approach is being considered, the following issues should be addressed.
(a) Competence of staff
Local managers may not have sufficient expertise in the area of treasury management to carry
out speculative treasury operations competently. Mistakes in this specialised field may be
costly. It may only be appropriate to operate a larger centralised treasury as a profit centre,
and additional specialist staff demanding high salaries may need to be recruited.
(b) Controls
Adequate controls must be in place to prevent costly errors and overexposure to risks such as
foreign exchange risks. It is possible to enter into a very large foreign exchange deal over the
telephone.
(c) Information
A treasury team which trades in futures and options or in currencies is competing with other
traders employed by major financial institutions who may have better knowledge of the market
because of the large number of customers they deal with. In order to compete effectively, the
team needs to have detailed and up to date market information.
(d) Attitudes to risk
The more aggressive approach to risk taking which is characteristic of treasury professionals
may be difficult to reconcile with the more measured approach to risk which may prevail
within the board of directors. The recognition of treasury operations as profit-making activities
may not fit well with the main business operations of the company.
(e) Internal charges
If the department is to be a true profit centre, then market prices should be charged for its
services to other departments. It may be difficult to put realistic prices on some services, such
as arrangement of finance and general financial advice.
454
(f) Performance evaluation

Even with a profit centre approach, it may be difficult to measure the success of a treasury
team for the reason that successful treasury activities sometimes involve avoiding the
incurring of costs, for example when a currency devalues. For example, a treasury team which
hedges a future foreign currency receipt over a period when the domestic currency undergoes
devaluation may avoid a substantial loss for the company.
1.2 Organisational restructuring

Organisational restructuring involves changing the way a company is organised.
Organisational restructuring may involve changing the structure of divisions in a business (for
example, centralising the treasury department), changing business processes (for example, changing
the treasury department into a profit centre) and other changes such as corporate governance.
455
456
Managing currency
risk
Essential reading
457
12 Managing currency risk
1 Internal hedging techniques

Internal hedging techniques are cheaper than external techniques and should therefore be
considered first. There are various internal techniques available which are discussed below.
1.1 Leading and lagging
Leading involves accelerating payments to avoid potential additional costs due to currency rate
movements.
Lagging is the practice of delaying payments if currency rate movements are expected to make
the later payment cheaper.
Companies might try to use lead payments (payments in advance) or lagged payments (delayed
payments) in order to take advantage of foreign exchange rate movements.
Illustration 1
Williams Inc – a company based in the US – imports goods from the UK. The company is due to
make a payment of £500,000 to a UK supplier in one month's time. The current exchange rate is as
follows.
£0.6450 = $1
If the dollar is expected to appreciate against sterling by 2% in the next month and by a further 1%
in the second month, what would be Williams Inc's strategy in terms of leading and lagging and by
how much would the company benefit from this strategy?
Solution
If the dollar appreciates against sterling, this means that the dollar value of payments will be smaller
in two months' time than if payment was made when due. Williams Inc will therefore adopt a
'lagging' approach to its payment – that is, it will delay payment by an extra month to reduce the
dollar cost.
Payment to UK supplier
One month's time Two months' time
Exchange rate £0.6450  1.02 = £0.6579 £0.6579  1.01 = £0.6645
$ value of payment £500,000/0.6579 = £500,000/0.6645 =
$759,994 $752,445
By delaying the payment by an extra month, Williams Inc will save $7,549.
1.2 Invoicing in domestic currency

One way of avoiding transaction risk is for an exporter to invoice overseas customers in its
own domestic currency, or for an importer to arrange with its overseas supplier to be
invoiced in its home currency.
(a) If a Hong Kong exporter is able to quote and invoice an overseas customer in Hong Kong
dollars, then the transaction risk is transferred to that customer.
(b) If a Hong Kong importer is able to arrange with its overseas supplier to be invoiced in Hong
Kong dollars, then the transaction risk is transferred to that supplier.
458
Although either the exporter or the importer avoids transaction risk, the other party to the transaction
will bear the full risk. Who ultimately bears the risk may depend on bargaining strength or the
exporter's competitive position (it is unlikely to insist on payment in its own currency if it faces strong
competition).
An alternative method of achieving the same result is to negotiate contracts expressed in the foreign
currency but at a predetermined fixed rate of exchange.
1.3 Matching receipts and payments

A company can reduce or eliminate its transaction risk exposure by matching receipts and payments.
Wherever possible, a company that expects to make payments and have receipts in the same foreign
currency should plan to offset its payments against its receipts in that currency. The
process of matching is made simpler by having foreign currency accounts with a bank.
Offsetting (matching payments against receipts) will be cheaper than arranging a forward contract
to buy currency and another forward contract to sell the currency, provided that:
 Receipts occur before payments
 The time difference between receipts and payments in the currency is not too long
Any differences between the amounts receivable and the amounts payable in a given currency may
be covered by a forward exchange contract (covered later in this chapter) to buy or sell the amount
of the difference.
1.4 Netting
This was covered in Chapter 11 of the main workbook.
Unlike matching, netting is not technically a method of managing transaction risk. The objective is
simply to save transactions costs by netting off inter-company balances before arranging payment.
Many multinational groups of companies engage in intra-group trading. Where related
companies located in different countries trade with each other, there is likely to be inter-company
indebtedness denominated in different currencies.
1.4.1 Bilateral netting

In the case of bilateral netting, only two companies are involved. The lower balance is netted off
against the higher balance and the difference is the amount remaining to be paid.
Illustration 2
Barlow plc and Orange Inc are respectively UK and US subsidiaries of a Swiss-based holding
company. On 30 September 20X1 Barlow owed Orange SFr650,000 and Orange owed Barlow
SFr450,000. Bilateral netting can reduce the value of the inter-company debts – the two
inter-company balances are set against each other, leaving a net debt owed by Barlow to
Orange of SFr200,000 (SFr650,000 – SFr450,000).
1.4.2 Multilateral netting

Multilateral netting is a more complex procedure in which the debts of more than two group
companies are netted off against each other. There are different ways of arranging multilateral
netting. The arrangement might be co-ordinated by the company's own central treasury or
alternatively by the company's bankers.
459
2 Forward contracts
2.1 Failure to satisfy a forward contract
A company might be unable to satisfy a forward contract for any one of a number of reasons.
(a) An importer might find that:
(i) Its supplier fails to deliver the goods as specified, so the importer will not accept
the goods delivered and will not agree to pay for them.
(ii) The supplier sends fewer goods than expected, perhaps because of supply
shortages, and so the importer has less to pay for.
(iii) The supplier is late with the delivery, and so the importer does not have to pay for
the goods until later than expected.
(b) An exporter might find the same types of situation, but in reverse, so that it do not receive
any payment at all, or it receives more or less than originally expected, or it receives the
expected amount, but only after some delay.
2.2 Close-out of forward contracts

If a customer cannot satisfy a forward exchange contract, the bank will make the customer fulfil the
contract.
(a) If the customer has arranged for the bank to buy currency but then cannot deliver the currency
for the bank to buy, the bank will:
(i) Sell currency to the customer at the spot rate (when the contract falls due for
performance)
(ii) Buy the currency back, under the terms of the forward exchange contract
(b) If the customer has contracted for the bank to sell them currency, the bank will:
(i) Sell the customer the specified amount of currency at the forward exchange rate
(ii) Buy back the unwanted currency at the spot rate
Thus, the bank arranges for the customer to perform their part of the forward exchange contract by
either selling or buying the 'missing' currency at the spot rate. These arrangements are known as
closing out a forward exchange contract.
2.3 Interest rate parity theory

As we have seen in Chapter 5, interest rate parity (IRP) shows that the forward rate is
determined by interest rate differences for the period of the contract.
Illustration 3
In September 2015 the spot rate quoted by HSBC was €1.353 to £1.
The one-year forward rate quoted by HSBC on the same date was €1.340 to £1.
At this time the one-year LIBOR rate in the UK was approximately 1% and the Euro LIBOR rate was
approximately 0.05%.
The actual forward rate can be predicted using the formula for IRP:
F0 = S0
1+ic 
1+ib 
460
Using this formula the forward rate is calculated as
F0 = 1.353
1+ 0.0005 = 1.340 (this was the actual forward rate quoted above)
1+ 0.01
The forward rate reflects interest rate differences. It is not a forecast of what the
spot rate will be on a given date in the future. It will be a coincidence if the forward rate
turns out to be the same as the spot rate on that future date.
The forward rate can be calculated today without making any estimates of future exchange rates.
Future exchange rates depend largely on future events and will often turn out to be very different
from the forward rate. However, the forward rate is probably an unbiased predictor of the
expected value of the future exchange rate, based on the information available today
2.4 Synthetic foreign exchange agreements

In order to reduce the volatility of their exchange rates, some governments have banned foreign
currency trading. Examples of affected currencies include the Russian ruble, Indian rupee and
Philippine peso.
In such markets, synthetic foreign exchange agreements (SAFEs) – also known as
non-deliverable forwards – are used. These instruments resemble forward contracts but no
currency is actually delivered. Instead the two counterparties settle the profit or loss (calculated as the
difference between the agreed SAFE rate and the prevailing spot rate) on a notional amount of
currency (the SAFE's face value). At no time is there any intention on the part of either party to
exchange this notional amount.
Illustration 4
A lender enters into a three month SAFE with a counterparty to buy $5m worth of Philippine pesos at
a rate of PHP44.000 = $1. The spot rate is PHP43.850 = $1.
When the SAFE is due to be settled in three months' time, the spot rate is PHP44.050 = $1. This
means that the lender will have to pay 5m  (44.050 – 44.000) = PHP250,000 to the counterparty.
As this will be settled in dollars at the prevailing spot rate, the payment to the counterparty will be
PHP250,000/44.050 = $5,675.
3 Money market hedging

3.1 Hedging payments
Suppose a British company needs to pay a US supplier in US dollars in three months' time. It does
not have enough cash to pay now, but will have sufficient in three months' time. Instead of
negotiating a forward contract, the company could:
 Borrow the appropriate amount in pounds now
 Convert the pounds to dollars immediately
 Put the dollars on deposit in a US dollar bank account
 When the time comes to pay the company:
– Pay the supplier out of the dollar bank account
– Repay the pound loan account
In the exam a tabular approach may be helpful.
461
Importer
UK £s USA $s
Now 4 Withdraw funds from UK account 3 Put money into US account

(1  borrowing rate)* (1  deposit)*
Three 5 To compare to a forward 1 Pay $ invoice from supplier

months 2 Pay off with $ deposit
* Remember to take the interest rate quoted and multiply by 3/12 if you have a three month loan.
A money market hedge will usually cost almost exactly the same as a forward (Step 5 above gives
you the cost of the money market hedge to compare to the cost of a forward contract). If the results
from a money market hedge were very different from a forward hedge, speculators could make
money without taking a risk. Therefore, market forces ensure that the two hedges produce very
similar results.
Illustration 5
A UK company owes a Danish supplier Kr3,500,000 in three months' time. The spot exchange rate
is Kr7.5509–7.5548 = £1. The company can borrow in sterling for three months at 8.60% per
annum and can deposit kroner for three months at 10% per annum.
Required
Calculate the cost in sterling with a money market hedge.
Solution
The interest rates for three months are 2.15% to borrow in pounds and 2.5% to deposit in kroner.
The company needs to deposit enough kroner now so that the total including interest will be
Kr3,500,000 in three months' time. This means depositing:
Kr3,500,000/(1 + 0.025) = Kr3,414,634.
These kroner will cost £452,215 (spot rate 7.5509 – remember the company will always receive the
worst rate). The company must borrow this amount and, with three months' interest of 2.15%, will
have to repay:
£452,215  (1 + 0.0215) = £461,938
This can be shown in tabular form as follows.
Importer
UK £s Danish Kr
Now 4 Withdraw funds from UK account 3 Put money into Kr account

Kr3,414,634/7.5509 = £452,215 Kr3,500,000/1.025 =
Kr3,414,634
8.6%  3/12 = 2.15% (ie 1.0215) 10%  3/12 = 2.5% (ie 1.025)
Three 5 To compare to a forward 1 Pay Kr invoice from supplier

months £452,215  1.0215 = £461,938 3,500,000
2 Pay off with Kr deposit
(3,500,000)
* Remember to take the interest rate quoted and multiply by 3/12.

Cost of hedge = £461,938.
462
3.2 Hedging receipts

A similar technique can be used to cover a foreign currency receipt from a customer. To
manufacture a forward exchange rate, follow the steps below.
 Borrow an appropriate amount in the foreign currency today
 Convert it immediately to home currency
 Place it on deposit in the home currency
 When the supplier's cash is received:
– Repay the foreign currency loan
– Take the cash from the home currency deposit account
This can be shown in tabular form as follows (using an example of a UK exporter receiving $ from a
US customer).
Exporter
UK £ US $
Now 4 Pay $ loan into UK bank 3 Take out $ loan

account (1  borrowing rate)
(1  deposit rate)
Three 5 To compare to a forward 1 Receive $ from export

months 2 Pay off $ loan with export revenue
Illustration 6
A US company is owed SFr2,500,000 in three months' time by a Swiss company. The spot
exchange rate is SFr2.2498–2.2510 = $1. The company can deposit in dollars for three months at
8.00% per annum and can borrow Swiss francs for three months at 7.00% per annum. What is the
receipt in dollars with a money market hedge and what effective forward rate would this represent?
Exporter
US $ Swiss Fr
Now 4 Pay SFr loan into US account 3 Take out SFr loan
SFr2,457,002/2.2510 = SFr2,500,000/1.0175 =
$1,091,516 SFr2,457,002
8%  3/12 = 2% (ie 1.02) 7%  3/12 = 1.75% (ie 1.0175)
Three 5 To compare to a forward 1 Receive SFr from export

months $1,091,516  1.02 = 2,500,000
$1,113,346 2 Pay off SFr loan with
export revenue
(2,500,000)
The exporter would receive $1,113,346.

The effective forward rate that has been manufactured is
SF2,500,000/$1,113,346 = 2.2455 – that is, SFr2.2455 = $1
This effective forward rate shows the Swiss franc at a premium to the US dollar, as the Swiss franc
interest rate is lower than the US dollar rate.
463
3.3 Compared to a forward contract

Is one of these methods of hedging likely to be cheaper than the other? The answer is 'perhaps', but
not by much. There will be very little difference between borrowing in foreign currency and repaying
the loan with currency receivables and borrowing in the domestic currency and selling forward the
currency receivables. This is because the premium or discount on the forward exchange rate reflects
the interest differential between the two countries.
Interest rate parity theory suggests that the spot rate in a year forward will reflect differences in
interest rates. However, if the difference between the spot rate now and the forward rate being
offered now does not reflect differences in the two countries' interest rates, investors can exploit
differences. They can:
 Borrow in currency A
 Deposit what they have borrowed in currency B for a period of time
 Take out a forward contract to sell currency B at the end of the period
 At the end of the period, liquidate the investment and convert the currency B proceeds to
currency A under the forward contract
 Repay the amount borrowed in currency A and retain the surplus
4 Currency futures
4.1 Comparing the quick method to the longer method

The table below shows the quicker method and the longer method give the same answer in the
illustrations used in Chapter 12 of the Workbook.
Beneath the table is a mathematical approach and shows that the two approaches essentially do the
same thing.
This is for interest only and will not be expected knowledge in the AFM exam.
Footnote – comparison of the two methods

Longer method

1.9556 1.9880 –0.0324
Closing spot
1.9900
Effective rate Closing spot – change in future
1.9900 – 0.0324 = 1.9576
Quick method
Opening future
1.9556
Closing basis
–0.0020

1.9556 – –0.0020 = 1.9576
464
Mathematical analysis
Longer method

a b a–b
Closing spot
c
Effective rate Closing spot + change in future
c + (a–b) = c + a – b or a – b + c
Quick method
Opening future
a
Closing basis
b–c

a – (b–c) = a – b + c
465
466
Managing interest
rate risk
Essential reading
467
Appendix 2 – Essential reading
13 Managing interest rate risk
1 Interest rate risk – introduction
1.1 Managing a debt portfolio

Corporate treasurers will be responsible for managing the company's debt portfolio; that is, in
deciding how a company should obtain its short-term funds so as to:
(a) Be able to repay debts as they mature
(b) Minimise any inherent risks, notably invested foreign exchange risk, in the debts the company
owes and is owed
There are a number of situations in which a company might be exposed to risk from interest rate
movements.
1.2 Risks from interest rate movements

(a) Fixed rate versus floating rate debt
A company can get caught paying higher interest rates by having fixed rather than
floating rate debt, or floating rather than fixed rate debt, as market interest rates change.
Expectations of interest rate movements will determine whether a company chooses
to borrow at a fixed or floating rate. The term structure of interest rates – the rates available on
loans of different length – should help businesses determine the market's view on how interest
rates are likely to move in the future.
Fixed rate finance may be more expensive; however, the business runs the risk of adverse
upward rate movements if it chooses floating rate finance.
Other factors include:
(i) Finance term (the longer the term the more difficult interest rates are to predict)
(ii) The differences between fixed and floating rates, plus arrangement costs or
new finance
(iii) The finance risk tolerance of the directors
(iv) Existing debt mix (greater finance diversification may be desirable to hedge all
possibilities)
(v) Current pressures on liquidity – if the business is stretched in the short term, it may
prefer to take the lower rate available on floating rate debt. In doing so, it is taking the
risk that rates may rise and borrowing eventually becomes more expensive. However,
the directors are calculating that if this happens, the company will have accumulated
sufficient cash to be able to bear the higher rates.
(b) Currency of debt
A company can face higher costs if it borrows in a currency for which exchange rates move
adversely against the company's domestic currency. The treasurer should seek to match the
currency of the loan with the currency of the underlying operations/assets that
generate revenue to pay interest/repay the loans.
(c) Term of loan
A company can be exposed by having to repay a loan earlier than it can afford to,
resulting in a need to reborrow, perhaps at a higher rate of interest.
468
(d) Term loan or overdraft facility

A company might prefer to pay for borrowings only when it needs the money as
with an overdraft facility: the bank will charge a commitment fee for such a facility.
Alternatively, a term loan might be preferred, but this will cost interest even if it is not needed
in full for the whole term.
(e) Rises in interest rates
A company may plan to take out borrowing at some time in the future, but face the possibility
that interest rates may rise before the term of borrowing commences. This
problem can be addressed by using financial instruments to fix or cap the rate of interest. This
is described later in this chapter.
1.3 Interest rate risk management

If the organisation faces interest rate risk, it can seek to hedge the risk. Alternatively, where the
magnitude of the risk is immaterial in comparison with the company's overall cash flows or
appetite for risks, one option is to do nothing. The company then accepts the effects of any
movement in interest rates which occur.
The company may also decide to do nothing if risk management costs are excessive, both in
terms of the costs of using derivatives and the staff resources required to manage risk effectively.
Appropriate products may not be available and of course the company may consider hedging
unnecessary, as it believes that the chances of an adverse movement are remote.
The company's tax situation may also be a significant determinant of its decision whether or not
to hedge risk. If hedging is likely to reduce variability of earnings, this may have tax
advantages if the company faces a higher rate of tax for higher earnings levels. The directors may
also be unwilling to undertake hedging because of the need to monitor the arrangements, and
the requirements to fulfil the disclosure requirements of International Financial Reporting
Standards.
Illustration 1
Tate & Lyle's approach to interest rate management is noted in its annual report and is a good
illustration of interest management in practice. In 2016 its annual report stated that:
The Group has an exposure to interest rate risk arising principally from changes in US dollar, sterling
and euro interest rates. This risk is managed by fixing or capping portions of debt using interest rate
derivatives to achieve a target level of fixed/floating rate net debt, which aims to optimise net
finance expense and reduce volatility in reported earnings. The Group's policy is that between 30%
and 75% of Group net debt is fixed or capped for more than one year and that no interest rates are
fixed for more than 12 years. At 31 March 2016, the longest term of any fixed rate debt held by the
Group was until October 2027. The proportion of net debt at 31 March 2016 … that was fixed or
capped for more than one year was 60% (2015 – 31%).
(Tate & Lyle annual report 2016, p.131)
469
Appendix 2 – Essential reading
1.4 Simple techniques

Simple methods of reducing interest rate risk include the following:
 Netting – aggregating all positions, assets and liabilities, and hedging the net exposure
 Smoothing – maintaining a balance between fixed and floating rate borrowing
 Matching – matching assets and liabilities to have a common interest rate (eg a bank with
mainly variable rate finance from deposits might look to offer mainly variable rate mortgages)
 Pooling – asking the bank to pool the amounts of all its subsidiaries when considering
interest levels and overdraft limits. It should reduce the interest payable, stop
overdraft limits being breached and allow greater control by the treasury
department. It also gives the company the potential to take advantage of better rates of
interest on larger cash deposits.
470
Financial
reconstruction
Essential reading
471
14 Financial reconstruction
1 Leveraged buy-outs and taking a company private

In a leveraged buy-out (LBO) a publicly quoted company is acquired by a specially established
private company. The private company funds the acquisition by substantial borrowing.
1.1 Procedures for going private

A public company 'goes private' when a small group of individuals, possibly including
existing shareholders and/or managers and with or without support from a financial institution,
buys all the company's shares. This form of restructuring is relatively common in the US and
may involve the shares in the company ceasing to be listed on a stock exchange.
1.2 Advantages
(a) The costs of meeting listing requirements can be saved.
(b) The company is protected from volatility in share prices which financial problems may
create.
(c) The company will be less vulnerable to hostile takeover bids.
(d) Management can concentrate on the long-term needs of the business rather than the
short-term expectations of shareholders.
(e) It may be felt that the stock market is undervaluing the company.
1.3 Disadvantages
The main disadvantage with LBOs is that the company loses its ability to have its shares publicly
traded. If a share cannot be traded it may lose some of its value. However, one reason for
seeking private company status is that the company has had difficulties as a quoted company, and
the prices of its shares may be low anyway.
472
Business
reorganisation
Essential reading
473
15 Business reorganisation
1 Demergers: advantages and disadvantages

Advantages of demergers
(a) The main advantage of a demerger is its greater operational efficiency and the
greater opportunity to realise value. A two-division company with one loss-making
division and one profit-making, fast-growing division may be better off splitting the two
divisions. The profitable division may acquire a valuation well in excess of its contribution to
the merged company.
(b) Even if both divisions are profit making, a demerger may still have benefits. Management can
focus on creating value for both companies individually and implementing a
suitable financial structure for each company. The full value of each company may then
become appropriate.
(c) Shareholders will continue to own both companies, which means that the diversification of
their portfolio will remain unchanged.
(d) The ability to raise extra finance, especially debt finance, to support new investments and
expansion may be reduced.
Disadvantages of demergers
(a) The demerger process may be expensive.
(b) Economies of scale may be lost, where the demerged parts of the business had operations
(and skills) in common to which economies of scale applied.
(c) The smaller companies which result from the demerger will have lower revenue, profits
and status than the group before the demerger.
(d) There may be higher overhead costs as a percentage of revenue, resulting from (b).
(e) The ability to raise extra finance, especially debt finance, to support new investments and
expansion may be reduced.
(f) Vulnerability to takeover may be increased. The impact on a firm's risk may be
significant when a substantial part of the company is spun off. The result may be a loss in
shareholder value if a relatively low beta element is unbundled.
Illustration 1
In 2010 FIAT split itself into two parts; its automotive business and its industrial business (called Fiat
Industrial and including its trucks business and farm gear maker). Owners of a share in FIAT received
one share in each new company. The motive was not to raise cash but to unlock value by creating a
separately listed automotive group. The owners also wanted to retain their stake in both parts of the
business.
474
Planning and trading
issues for
multinationals
Essential reading
475
16 Planning and trading issues for

multinationals
1 General issues in trading for multinationals

A company does not become 'multinational' simply by virtue of exporting or importing products:
ownership and the control of facilities abroad are involved.
Multinational enterprise: one which owns or controls production facilities or subsidiaries or

service facilities outside the country in which it is based.
Key term
Multinationals operate in an international trading environment.

Here we consider some of the general advantages and disadvantages of free trade and the
arguments for and against introducing restrictions against free trade (protectionism).
1.1 Theory of international trade

In the modern economy, production is based on a high degree of specialisation. Within a country
individuals specialise, factories specialise and whole regions specialise. Specialisation increases
productivity and raises the standard of living. International trade extends the principle of the division
of labour and specialisation to countries. International trade originated on the basis of nations
exchanging their products for others which they could not produce for themselves.
International trade arises for a number of reasons:
 Different goods require different proportions of factor inputs in their production.
 Economic resources are unevenly distributed throughout the world.
 The international mobility of resources is extremely limited.
Since it is difficult to move resources between nations, the goods which 'embody' the resources must
move. The main reason for trade therefore is that there are differences in the relative efficiency with
which different countries can produce different goods and services.
1.2 The law of comparative advantage

The significance of the law of comparative advantage is that it provides a justification for the
following beliefs:
(a) Countries should specialise in what they produce, even when they are less efficient (in
absolute terms) in producing every type of good. They should specialise in the goods where
they have a comparative advantage (they are relatively more efficient in producing).
(b) International trade should be allowed to take place without restrictions on imports or
exports – ie there should be free trade.
1.2.1 Does the law apply in practice?

Although countries do specialise to a degree in the production of certain goods and services, there
are certain limitations or restrictions on how it operates:
(a) Free trade does not always exist. Some countries take action to protect domestic
industries and discourage imports. This means that a country might produce goods in which it
does not have a comparative advantage.
(b) Transport costs can be very high in international trade so that it is cheaper to produce
goods in the home country rather than to import them.
476
1.3 The advantages of international trade

The law of comparative advantage is perhaps the major advantage of encouraging international
trade. However, there are other advantages to the countries of the world from encouraging
international trade. These are as follows:
(a) Some countries have a surplus of raw materials to their needs, and others have a deficit.
A country with a surplus (eg oil) can take advantage of its resources to export them. A country
with a deficit of a raw material must either import it, or accept restrictions on its economic
prosperity and standard of living.
(b) International trade increases competition among suppliers in the world's markets. Greater
competition reduces the likelihood of a market for a good in a country being dominated by a
monopolist. The greater competition will force firms to be competitive and so will increase the
pressures on them to be efficient, and also perhaps to produce goods of a high quality.
(c) International trade creates larger markets for a firm's output, and so some firms can benefit
from economies of scale by engaging in export activities.
(d) There may be political advantages to international trade, because the development of
trading links provides a foundation for closer political links. An example of the
development of political links based on trade is the European Union.
1.4 Barriers to entry
Barriers to entry: factors which make it difficult for suppliers to enter a market.
Key term
Multinationals may face various entry barriers. All these barriers may be more difficult to overcome if
a multinational is investing abroad because of such factors as unfamiliarity with local consumers and
government favouring local firms.
Strategies of expansion and diversification imply some logic in carrying on operations. It might be a
better decision, although a much harder one, to cease operations or to pull out of a market
completely. There are likely to be exit barriers making it difficult to pull out of a market.
1.4.1 Product differentiation

An existing major supplier would be able to exploit its position as supplier of an established
product that the consumer/customer can be persuaded to believe is better. A new entrant to the
market would have to design a better product, or convince customers of the product's qualities, and
this might involve spending substantial sums of money on R&D, advertising and sales promotion.
1.4.2 Cost barriers

These can exist where an existing supplier has access to cheaper raw material sources or
know-how that the new entrant would not have. This gives the existing supplier an advantage
because its input costs would be cheaper in absolute terms than those of a new entrant.
Also, existing firms may be large so new entrants to the market would have to be able to achieve a
substantial market share before they could be competitive in terms of matching the economies of
scale of existing firms.
1.4.3 Legal barriers

These are barriers where a supplier is fully or partially protected by law. For example, there are
some legal monopolies (nationalised industries perhaps) and a company's products might be
protected by patent (for example, computer hardware and software).
477
1.5 Protectionist measures

Protection can be applied in several ways, including the following.
1.5.1 Tariffs
Tariffs or customs duties are taxes on imported goods. The effect of a tariff is to raise the price paid
for the imported goods by domestic consumers, while leaving the price paid to foreign producers the
same, or even lower. The difference is transferred to the government sector.
For example, if goods imported to the UK are bought for £100 per unit, which is paid to the foreign
supplier, and a tariff of £20 is imposed, the full cost to the UK buyer will be £120, with £20 going
to the Government.
1.5.2 Quotas
Import quotas are restrictions on the quantity of a product that is allowed to be imported into the
country. The quota has a similar effect on consumer welfare to that of import tariffs, but the overall
effects are more complicated.
 Both domestic and foreign suppliers enjoy a higher price, while consumers buy less.
 Domestic producers supply more.
 There are fewer imports (in volume).
 The Government collects no revenue.
An embargo on imports from one particular country is a total ban, ie effectively a zero quota.
1.5.3 Tariffs
An enormous range of government subsidies and assistance for exports and deterrents against
imports have been practised, such as:
(a) For exports – export credit guarantees (government-backed insurance against bad debts for
overseas sales), financial help (such as government grants to the aircraft or shipbuilding
industry) and State assistance via the Foreign Office
(b) For imports – complex import regulations and documentation, or special safety standards
demanded from imported goods and so on
1.6 Arguments against protection

Arguments against protection are as follows:
Reduced international trade
Because protectionist measures taken by one country will almost inevitably provoke retaliation by
others, protection will reduce the volume of international trade. This means that the following benefits
of international trade will be reduced:
(a) Specialisation
(b) Greater competition, and so greater efficiency among producers
(c) The advantages of economies of scale among producers who need world markets to
achieve their economies and so produce at lower costs
Retaliation
Obviously it is to a nation's advantage if it can apply protectionist measures while other nations do
not. But because of retaliation by other countries, protectionist measures to reverse a balance
of trade deficit are unlikely to succeed. Imports might be reduced, but so too would exports.
478
Effect on economic growth

It is generally argued that widespread protection will damage the prospects for economic
growth among the countries of the world, and protectionist measures ought to be restricted to
'special cases' which might be discussed and negotiated with other countries.
Political consequences
Although from a nation's own point of view protection may improve its position, protectionism leads
to a worse outcome for all. Protection also creates political ill-will among countries of the world
and so there are political disadvantages in a policy of protection.
1.7 Arguments in favour of protection

Imports of cheap goods
Measures can be taken against imports of cheap goods that compete with higher priced domestically
produced goods, and so preserve output and employment in domestic industries. In the UK,
advocates of protection have argued that UK industries are declining because of competition from
overseas, especially the Far East, and the advantages of more employment at a reasonably high
wage for UK labour are greater than the disadvantages that protectionist measures would bring.
Dumping
Measures might be necessary to counter 'dumping' of surplus production by other countries at an
uneconomically low price. Although dumping has short-term benefits for the countries receiving the
cheap goods, the longer-term consequences would be a reduction in domestic output and
employment, even when domestic industries in the longer term might be more efficient.
Retaliation
This is why protection tends to spiral once it has begun. Any country that does not take protectionist
measures when other countries are doing so is likely to find that it suffers all of the disadvantages
and none of the advantages of protection.
Infant industries
Protectionism can protect a country's 'infant industries' that have not yet developed to the size
where they can compete in international markets. Less developed countries in particular might
need to protect industries against competition from advanced or developing countries.
Declining industries
Without protection, the industries might collapse and there would be severe problems of sudden
mass unemployment among workers in the industry.
2 International institutions and markets

2.1 Country-specific central banks
2.1.1 European Central Bank
The European Central Bank (ECB) was established in 1998 and is based in Frankfurt. It is
responsible for administering the monetary policy of the EU Eurozone member states and is thus one
of the world's most powerful central banks.
The main objective of the ECB is to maintain price stability within the Eurozone (keep inflation low).
Its key tasks are to define and implement monetary policy for the Eurozone member states and to
conduct foreign exchange operations.
The main relevance of the ECB to a multinational organisation is that by keeping inflation low, the
ECB can help to create long-term financial stability. For example, low inflation should help to protect
the value of the euro over the long-term. This is helpful to multinational organisations with assets and
profits denominated in euros.
479
2.1.2 Bank of England

The Bank of England is the central bank of the UK. In 1997 it became an independent public
organisation with independence on setting monetary policy.
One of the key roles of the Bank of England is the maintenance of price stability and support of
British economic policies (thus promoting economic growth).
Stable prices and market confidence in sterling are the two main criteria for monetary stability.
The bank aims to meet inflation targets set by the Government by adjusting interest rates (determined
by the Monetary Policy Committee which meets on a monthly basis).
Financial stability is maintained by protecting against threats to the overall financial system. Such
threats are detected through the bank's surveillance and market intelligence functions and are dealt
with through domestic and international financial operations.
The bank can also operate as a 'lender of last resort' – that is, it will extend credit when no other
institution will. There are several examples of this function during the global financial crisis, for
example Northern Rock in 2007. This function is now performed by UK Financial Investments Ltd (set
up by the Government) but the Bank of England still remains 'lender of last resort' in the event of any
further major shocks to the UK financial system.
2.1.3 US Federal Reserve System

The Federal Reserve System (known as the Fed) is the central banking system of the US. Created in
1913, its responsibilities and powers have evolved significantly over time. Its current main duties
include conducting the US monetary policy, maintaining stability of the financial system and
supervising and regulating banking institutions.
While the Board of Governors states that the Fed can make decisions without ratification by the
President or any other member of government, its authority is derived from US Congress and subject
to its oversight.
The Fed also acts as the 'lender of last resort' to those institutions that cannot obtain credit elsewhere
and the collapse of which would have serious repercussions for the economy. However, the Fed's
role as lender of last resort has been criticised, as it shifts risk and responsibility from the lenders and
borrowers to the general public in the form of inflation.
2.1.4 Bank of Japan

The Bank of Japan is Japan's central bank and is based in Tokyo. Following several restructures in
the 1940s, the bank's operating environment evolved during the 1970s whereby the closed
economy and fixed foreign currency exchange rate was replaced with a large open economy and
variable exchange rate.
In 1997, a major revision of the Bank of Japan Act was intended to give the bank greater
independence from the Government, although the bank had already been criticised for having
excessive independence and lack of accountability before these revisions were introduced. However,
the Act has tried to ensure a certain degree of dependence by stating that the bank should always
maintain in close contact with the Government to ensure harmony between its currency and monetary
policies and those of the Government.
2.2 International financial markets

One of the main developments of the last few decades has been the globalisation of the financial
markets.
This globalisation has been buoyed by the expansion of the EU, the rise of China and India as
important trading players in the world economy and the creation of the WTO. The globalisation in
financial markets is manifested in developments in international equity markets, in international bond
markets and in international money markets.
480
2.2.1 Development of emerging markets

Private capital flows are important for emerging economies, and the transfer of flows has increased
significantly as a result of the development in international capital markets. The capital flows to
emerging markets take three forms.
(a) Foreign direct investment by multinational companies.
(b) Borrowing from international banks. Borrowing from international banks is becoming
more important. There are several advantages in borrowing from international banks. It is
possible to obtain better terms and in currencies which may be more appropriate in terms of
the overall risk exposure of the company.
(c) Portfolio investment in emerging markets capital markets. Emerging markets equity has
become a distinct area for investment, with many specialist investment managers dedicated to
emerging markets.
3 Transfer pricing
Multinational companies (MNCs) supply their affiliates with capital, technology and managerial
skills, for which the parent firm receives a stream of dividend and interest payments, royalties and
licence fees. At the same time, significant intra-firm transfers of goods and services occur.
For example, the subsidiary may provide the parent company with raw materials, whereas the parent
company may provide the subsidiary with final goods for distribution to consumers in the host
country. For intra-firm trade both the parent company and the subsidiary need to charge prices.
These prices for goods, technology or services between wholly or partly owned affiliates of the
multinational are called transfer prices.
3.1 Types
Cost-based methods of transfer pricing
The supplying division has its costs of manufacturing refunded and may also be allowed a mark-up to
encourage the transfer. Standard costing should be used where possible to encourage the division
providing the transferred good or service (the selling division) to control its own costs.
(a) Variable/marginal cost
The selling division (S) should transfer goods to the buying division at the marginal cost of
production if S has spare capacity as the marginal costs reflects the true cost to the company
of the transfer taking place.
(b) Full cost
Full cost = variable costs plus fixed overheads and sometimes this also includes a mark-up.
This may lead to high transfer price and therefore the receiving division look to use an external
supplier instead, and this may not be a correct decision because fixed costs and profit-mark-up
are not relevant costs for decision-making.
(c) Dual pricing and two-part tariff systems
Fixed costs can be considered in a variable/marginal cost-based transfer pricing system using
a two-part tariff. This involves setting transfer prices are set at variable cost and once a year
there is a transfer of a fixed fee to the supplying division representing an allowance for its
fixed costs. This should allow the supplying division to cover its fixed costs and make a profit.
Market-based approaches to transfer pricing
Where a market price exists it can be used as the basis for a transfer. If the supplying division is at
full capacity then the revenue it loses as a result of an internal transfer shows the true cost (revenue
foregone) to the division of an internal transfer.
481
If a division would have to incur marketing costs to sell externally then the market price should be
adjusted to reflect the fact that an internal transfer would not incur this cost. So the transfer price
becomes lower ie market price – marketing costs.
Opportunity cost approach to transfer pricing
Transfer price is calculated as marginal cost to selling division + opportunity cost of resources used.
Opportunity cost is contribution lost from the external sale forgone or, if no external market for the
intermediate product exists, the opportunity cost (or shadow price) is the opportunity lost by not using
resources on alternative products.
3.2 Disputes
The size of the transfer price will affect the costs of one profit centre and the revenues of another.
Since profit centre managers are held accountable for their costs, revenues and profits, they are
likely to dispute the size of transfer prices with each other, or disagree about whether one profit
centre should do work for another or not. Transfer prices affect the behaviour and decisions of profit
centre managers.
If managers of individual profit centres are tempted to make decisions that are harmful to other
divisions and are not congruent with the goals of the organisation as a whole, the problem is likely to
emerge in disputes about the transfer price.
Disagreements about output levels tend to focus on the transfer price. There is presumably a
profit-maximising level of output and sales for the organisation as a whole. However, unless each
profit centre also maximises its own profit at the corresponding level of output, there will be
interdivisional disagreements about output levels and the profit-maximising output will not be
achieved.
3.2.1 Advantages of market value transfer prices
Giving profit centre managers the freedom to negotiate prices with other profit centres as though they
were independent companies will tend to result in market-based transfer prices.
(a) In most cases where the transfer price is at market price, internal transfers should be expected,
because the buying division is likely to benefit from a better quality of service, greater
flexibility and dependability of supply. However, this may not always be the case.
(b) Both divisions may benefit from lower costs of administration, selling and transport.
A market price as the transfer price would therefore result in decisions which would be in the best
interests of the company or group as a whole, and will reduce the risk of disputes.
3.2.2 Disadvantages of market value transfer prices
Market value as a transfer price does have certain disadvantages.
(a) The market price may be temporary, induced by adverse economic conditions or
dumping, or it might depend on the volume of output supplied to the external market by the
profit centre.
(b) A transfer price at market value might, under some circumstances, act as a disincentive
to use up any spare capacity in the divisions. A price based on incremental cost, in contrast,
might provide an incentive to use up the spare resources in order to provide a marginal
contribution to profit.
(c) Many products do not have an equivalent market price, so that the price of a similar
product might be chosen. In such circumstances, the option to sell or buy on the open market
does not exist.
(d) There might be an imperfect external market for the transferred item so that, if the
transferring division tried to sell more externally, it would have to reduce its selling price.
482
(e) Internal transfers are often cheaper than external sales, with savings in selling costs,
bad debt risks and possibly transport costs. It would therefore seem reasonable for the buying
division to expect a discount on the external market price, and to negotiate for such a
discount.
3.3 Motivations for transfer pricing

In deciding on their transfer pricing policies, MNCs take into account many internal and external
factors or motivations for transfer pricing. In terms of internal motivations these include the following:
Performance evaluation
When different affiliates within a multinational are treated as standalone profit centres, transfer
prices are needed internally by the multinational to determine profitability of the individual divisions.
Transfer prices which deviate too much from the actual prices will make it difficult to properly monitor
the performance of an affiliated unit.
Management incentives
If transfer prices used for internal measures of performance by individual affiliates deviate from the
true economic prices, and managers are evaluated and rewarded on the basis of the distorted
profitability, then it may result in corporate managers behaving in an irresponsible way.
Cost allocation
When units within the multinational are run as cost centres, subsidiaries are charged a share of the
costs of providing the group service function so that the service provider covers its costs plus a small
mark-up. Lower or higher transfer prices may result in a subsidiary bearing less or more of the
overheads.
Financing considerations
Transfer pricing may be used in order to boost the profitability of a subsidiary, with the parent
company undercharging the subsidiary. Such a boost in the profitability and its credit rating may be
needed by the subsidiary in order to succeed in obtaining funds from the host country.
Transfer pricing can also be used to disguise the profitability of the subsidiary in order to justify high
prices for its products in the host country and to be able to resist demands for higher wages.
Several external motivations can affect the multinational's choice of transfer prices. Because
multinationals operate in two or more jurisdictions, transfer prices must be assigned for intra-firm
trade that crosses national borders.
Tariffs
Border taxes, such as tariffs and export taxes, are often levied on crossborder trade. Where the tax
is levied on an ad valorem basis, the higher the transfer price, the larger the tax paid per unit.
Whether an MNC will follow high transfer price strategy or not may depend on its impact on the tax
burden. When border taxes are levied on a per-unit basis (ie specific taxes), the transfer price is
irrelevant for tax purposes.
Rule of origin rule
Another external factor is the need to meet the rule of origin that applies to crossborder flows within
a free trade area. Since border taxes are eliminated within the area, rules of origin must be used to
determine eligibility for duty-free status. Over- or under-invoicing inputs is one way to avoid customs
duties levied on products that do not meet the rule of origin test.
Exchange control and quotas
Transfer pricing can be used to avoid currency controls in the host country. For example, a constraint
in profit repatriation could be avoided by the parent company charging higher prices for raw
materials, or higher fees for services provided to the subsidiary. The parent company will have
483
higher profits and a higher tax liability and the subsidiary will have lower profitability and a lower
tax liability.
When the host country restricts the amount of foreign exchange that can be used to import goods,
then a lower transfer price allows a greater quantity of goods to be imported.
Taxes
MNCs use transfer pricing to channel profits out of high tax rate countries into lower ones. A parent
company may sell goods at lower than normal prices to its subsidiaries in lower tax rate countries
and buy from them at higher than normal prices. The resultant loss in the parent's high-tax country
adds significantly to the profits of the subsidiaries. An MNC reports most of its profits in a low-tax
country, even though the actual profits are earned in a high-tax country.
Illustration 2
A multinational company based in Beeland has subsidiary companies in Ceeland and in the UK. The
UK subsidiary manufactures machinery parts which are sold to the Ceeland subsidiary for a unit
price of B$420 (420 Beeland dollars), where the parts are assembled. The UK subsidiary shows a
profit of B$80 per unit; 200,000 units are sold annually.
The Ceeland subsidiary incurs further costs of B$400 per unit and sells the finished goods on for an
equivalent of B$1,050.
All the profits from the foreign subsidiaries are remitted to the parent company as dividends. Double
taxation treaties between Beeland, Ceeland and the UK allow companies to set foreign tax liabilities
against their domestic tax liability.
The following rates of taxation apply:
UK Beeland Ceeland
Tax on company profits 25% 35% 40%
Withholding tax on dividends – 12% 10%
Required
Show the tax effect of increasing the transfer price between the UK and Ceeland subsidiaries by
25%.
484
Solution
The current position is as follows:
UK Ceeland
company company Total
B$'000 B$'000 B$'000
Revenues and taxes in the local country
Sales 84,000 210,000 294,000
Production expenses (68,000) (164,000) (232,000)
Taxable profit 16,000 46,000 62,000
Tax (1) (4,000) (18,400) (22,400)
Dividends to Beeland 12,000 27,600 39,600
Withholding tax (2) 0 2,760 2,760
Revenues and taxes in Beeland
Dividend 12,000 27,600 39,600
Add back foreign tax paid 4,000 18,400 22,400
Taxable income 16,000 46,000 62,000
Beeland tax due 5,600 16,100 21,700
Foreign tax credit (4,000) (16,100) (20,100)
Tax paid in Beeland (3) 1,600 – 1,600
Total tax (1) + (2) + (3) 5,600 21,160 26,760
An increase of 25% in the transfer price would have the following effect:
UK Ceeland
B$'000 B$'000 B$'000
Sales 105,000 210,000 315,000
Taxable profit 37,000 25,000 62,000
Tax (1) (9,250) (10,000) (19,250)
Dividend 27,750 15,000 42,750
Taxable income 37,000 25,000 62,000
Beeland tax due 12,950 8,750 21,700
Total tax (1) + (2) + (3) 12,950 11,500 24,450
The total tax payable by the company is therefore reduced by B$2,310,000 to B$24,450,000.
485
3.4 Regulations
3.4.1 Transfer price manipulation
As we have discussed in the previous section, transfer pricing is a normal, legitimate and, in fact,
required activity. Firms set prices on intra-firm transactions for a variety of perfectly legal and rational
internal reasons and, even where pricing is not required for internal reasons, governments may
require it in order to determine how much tax revenues and customs duties are owed by the MNC.
Transfer price manipulation, on the other hand, exists when MNCs use transfer prices to evade
or avoid payment of taxes and tariffs, or other controls that the Government of the host country has
put in place.
Governments worry about transfer price manipulation because they are concerned with the loss of
revenues through tax avoidance or evasion and they dislike the loss of control. Overall MNC profits
after taxes may be raised by either under- or over invoicing the transfer price; such manipulation for
tax purposes, however, comes at the expense of distorting other goals of the firm; in particular,
evaluating management performance.
Illustration 3
Starbucks became the poster child for corporate tax avoidance in 2012 after details of its meagre
tax contribution emerged. It was accused of using artificial corporate structures to shift profits out of
the UK into lower tax jurisdictions.
The furore prompted a deal with HMRC to waive tax deductions and pay £20 million in voluntary
corporation tax over two years, including £11.2 million last year.
(Starbucks said that it sourced UK coffee from its wholesale trading subsidiary in Switzerland. It has
been suggested that while this may be sensible to have one team responsible for sourcing all of
Starbucks' coffee, it is hard to escape the conclusion that Switzerland would not be a major centre
for coffee trading in the first place if it did not charge a lowly 12% tax rate on the trading profits.
Starbucks also charges its UK operations for use of its brand name, technology and engineering
support.)
Starbucks paid nearly as much corporation tax in 2015 as it did in its first 14 years in the UK, after
bowing to pressure to scrap its complex tax structures.
(Davies, 2015)
3.4.2 The arm's length standard
Arm's length standard: states that intra-firm trade of multinationals should be priced as if they
took place between unrelated parties acting at arm's length in competitive markets.
Key term
The most common solution that tax authorities have adopted to reduce the probability of the transfer
price manipulation is to develop particular transfer pricing regulations as part of the corporate
income tax code. These regulations are generally based on the concept of the arm's length standard,
which says that all MNC intra-firm activities should be priced as if they took place between unrelated
parties acting at arm's length in competitive markets.
The arm's length standard has two methods.
486
Method 1: Use the price negotiated between two unrelated parties C and D to proxy for the transfer
between A and B.
Arm's length transfer
C D
A B
Intra-firm transfer
Method 2: Use the price at which A sells to unrelated party C to proxy for the transfer price between
A and B.
Intra-firm transfer
A B
Arm's length
transfer
In practice, the method used will depend on the available data. That is the existence of unrelated
parties that engage in the same, or nearly the same, transactions under the same or nearly the same
circumstances. Does one of the related parties also engage in the same, or nearly the same,
transactions with an unrelated party under the same, or nearly the same circumstances? Where there
are differences, are they quantifiable? Do the results seem reasonable in the circumstances?
If the answers to these questions are yes, then the arm's length standard will yield a reasonable
result. If the answers are no, then alternative methods must be used.
The main methods of establishing 'arm's length' transfer prices of tangible goods include the
following.
Method Explanation
Comparable The CUP method looks for a comparable product to the transaction in
uncontrolled price question, either in terms of the same product being bought or sold by the
(CUP) MNC in a comparable transaction with an unrelated party, or the same
or similar product being traded between two unrelated parties under the
same or similar circumstances. The product so identified is called a
product comparable. All the facts and circumstances that could
materially affect the price must be considered.
Tax authorities prefer the CUP method over all other pricing methods for
at least two reasons. First, it incorporates more information about the
specific transaction than does any other method; ie it is transaction and
product specific. Second, CUP takes the interests of both the buyer and
seller into account since it looks at the price as determined by the
intersection of demand and supply.
487
Method Explanation
Resale price (RP) Where a product comparable is not available, and the CUP method
cannot be used, an alternative method is to focus on one side of the
transaction, either the manufacturer or the distributor, and to estimate the
transfer price using a functional approach.
Under the RP method, the tax auditor looks for firms at similar trade levels
that perform similar distribution functions (ie a functional
comparable). The RP method is best used when the distributor adds
relatively little value to the product so that the value of its functions is
easier to estimate. The assumption behind the RP method is that
competition among distributors means that similar margins (returns) on
sales are earned for similar functions.
Cost plus (C+) The C+ method starts with the costs of production, measured using
recognised accounting principles, and then adds an appropriate mark-up
over costs. The appropriate mark-up is estimated from those earned by
similar manufacturers.
The assumption is that in a competitive market the percentage mark-ups
over cost that could be earned by other arm's length manufacturers would
be roughly the same. The C+ method works best when the producer is a
simple manufacturer without complicated activities so that its costs and
returns can be more easily estimated.
Profit split (PS) When there are no suitable product comparables (the CUP method) or
functional comparables (the RP and C+ methods), the most common
alternative method is the PS method, whereby the profits on a transaction
earned by two related parties are split between the parties.
The PS method allocates the consolidated profit from a transaction, or
group of transactions, between the related parties. Where there are no
comparables that can be used to estimate the transfer price, this method
provides an alternative way to calculate or 'back into' the transfer price.
The most commonly recommended ratio to split the profits on the
transaction between the related parties is return on operating assets (the
ratio of operating profits to operating assets).
The PS method ensures that both related parties earn the same ROA.
4 Developments in world financial markets
4.1 Credit default swaps and the credit crunch

Credit default swaps (CDSs) act in a similar way to insurance policies. When two parties enter into a
credit default swap, the buyer agrees to pay a fixed spread to the seller (see below). In return, the
seller agrees to purchase a specified financial instrument from the buyer at the instrument's nominal
value in the event of default. You could liken this transaction to a house insurance policy – in the
event of a fire, the buyer of the policy will receive whatever the damaged or destroyed goods are
worth in monetary terms.
The spread of a CDS is the annual amount the protection buyer must pay the protection seller
over the length of the contract (like an insurance premium), expressed as a percentage of the
notional amount. The more likely the risk of default, the larger the spread. For example, if
the CDS spread of the reference entity is 50 basis points (or 0.5%) then an investor buying
488
$10 million worth of protection from a bank must pay the bank $50,000 per year. These payments
continue until either the CDS contract expires or the reference entity defaults.
Unlike insurance, however, CDSs are unregulated. This means that contracts can be traded – or
swapped – from investor to investor without anyone overseeing the trades to ensure the buyer has the
resources to cover the losses if the security defaults.
By the end of 2007, the CDS market was valued at more than $45 trillion – more than twice the size
of the combined GDP of the US, Japan and the EU. An original CDS can go through as many as 15
to 20 trades; therefore, when a default occurs, the so-called 'insured' party or hedged party does not
know who is responsible for making up the default or indeed whether the end party has the funds to
do so.
When the economy is booming, CDS can be seen as a means of making 'easy' money for banks.
Corporate defaults in a booming economy are few, thus swaps are a low-risk way of collecting
premiums and earning extra cash.
The CDS market expanded into structured finance from its original confines of municipal bonds
and corporate debt and then into the secondary market where speculative investors bought and
sold the instruments without having any direct relationship with the underlying investment. Their
behaviour was almost like betting on whether the investments would succeed or fail.
Illustration 4
A hedge fund believes that a company (Drury Inc) will shortly default on its debt of $10 million. The
hedge fund may therefore buy $10 million worth of CDS protection for, say, two years, with Drury
Inc as the reference entity, at a spread of 500 basis points (5%) per annum.
If Drury Inc does default after, say, one year, then the hedge fund will have paid $500,000 to the
bank but will then receive $10 million (assuming zero recovery rate). The bank will incur a $9.5
million loss unless it has managed to offset the position before the default.
If Drury Inc does not default, then the CDS contract will run for two years and the hedge fund will
have paid out $1 million to the bank with no return. The bank makes a profit of $1 million; the
hedge fund makes a loss of the same amount.
What would happen if the hedge fund decided to liquidate its position after a certain period of time
in an attempt to lock in its gains or losses? Say after one year the market considers Drury Inc to be at
greater risk of default, and the spread widens from 500 basis points to 1,500. The hedge fund may
decide to sell $10 million protection to the bank for one year at this higher rate. Over the two years,
the hedge fund will pay the bank $1 million (2  5%  $10 million) but will receive $1.5 million (1 
15%  $10 million) – a net profit of $500,000 (as long as Drury Inc does not default in the second
year).
4.1.1 Use of CDS for hedging

CDSs are often used to manage the credit risk (risk of default) which arises from holding debt. For
example, the holder of a corporate bond may hedge their exposure by entering into a CDS contract
as the buyer of protection. If the bond goes into default, the proceeds from the CDS contract will
cancel out the losses on the underlying bond.
Example
A pension fund owns $10 million of a five-year bond issued by Dru Inc. In order to manage the risk
of losses in the event of a default by Dru Inc, the pension fund buys a CDS from a bank with a
notional amount of $10 million. Assume the CDS trades at 300 basis points (3%) which means that
the pension fund will pay the bank an annual premium of $300,000.
If Dru Inc does not default on the bond, the pension fund will pay a total premium of 5  $300,000
= $1.5 million to the bank and will receive the $10 million back at the end of the 5 years. Although
it has lost $1.5 million, the pension fund has hedged away the default risk.
489
If Dru Inc defaults on the bond after, say, 2 years, the pension fund will stop paying the premiums
and the bank will refund the $10 million to compensate for the loss. The pension fund's loss is limited
to the premiums it had paid to the bank (2  $300,000 = $600,000) – if it had not hedged the risk,
it would have lost the full $10 million.
4.1.2 CDS and the credit crunch
American International Group (AIG) – the world's largest insurer – could issue CDSs without putting
up any real collateral as long as it maintained a triple-A credit rating. There was no real
capital cost to selling these swaps; there was no limit. Thanks to fair value accounting, AIG could
book the profit from, say, a five-year credit default swap as soon as the contract was sold, based on
the expected default rate. In many cases, the profits it booked never materialised.
On 15 September 2007 the bubble burst when all the major credit-rating agencies downgraded
AIG. At issue were the soaring losses in its CDSs. The first big write-off came in the fourth quarter of
2007, when AIG reported an $11 billion charge. It was able to raise capital once, to repair the
damage. But the losses kept growing. The moment the downgrade came, AIG was forced to come
up with tens of billions of additional collateral immediately. This was on top of the billions it owed to
its trading partners. It didn't have the money. The world's largest insurance company was bankrupt.
As soon as AIG went bankrupt, all those institutions which had hedged debt positions using AIG
CDSs had to mark down the value of their assets, which at once reduced their ability to
lend. The investment banks had no ability to borrow, as the collapse of the CDS market meant
that no one was willing to insure their debt. The credit crunch had started in earnest.
4.2 Benefits of tranching

Tranching is an aspect of securitisation. Securitisation allows a company to convert assets back into
cash and to remove the risk of non-payment associated with those assets.
Tranching involves transferring assets to a special purpose vehicle (SPV) and then selling loan
notes/bonds backed by the income stream from these assets. This can allow a company to obtain
low cost finance because the finance is directly secured by a reliable income stream.
Tranching can attract investors because it is a good way of dividing risk. Anyone who invests in
risky loans is taking a chance, but tranching lets you divide the chances up, so that people who want
safety can buy the top (senior) tranches, get less of a profit, but know that they're not going to lose
out unless things go seriously wrong. People who are willing to take their chances in the lower
(junior) tranches know that they're taking a significant risk, but they can potentially make a lot more
money.
4.3 Risks of tranching

(a) Tranches are very complex; most investors do not really understand the risks associated with
each tranche.
(b) Stripping out low risk assets and transferring them to an SPV may increase the risk faced by
the other investors in the company and may lead to an increase in that company's costs of
capital.
4.4 Money laundering legislation

One of the side effects of globalisation and the free movement of capital has been the growth in
money laundering.
of the parties to the transaction or to make the tracing of the money difficult.
Key term
490
Money laundering is used by organised crime and terrorist organisations but it is also used in
order to avoid the payment of taxes or to distort accounting information. Money laundering involves
therefore a number of agents and entities from criminals and terrorists to companies and corrupt
officials or states as well as tax havens.
Some businesses are at a higher risk than others of money laundering. For example, businesses
dealing in luxury items of high value can be at risk of the products being resold through the black
market or returned to the retailer in exchange for a legitimate cheque from them.
The increasing complexity of financial crime and its increase has prompted national governments
and the EU to legislate and regulate the contact of transactions. The Fourth Money Laundering
Directive of the EU has recently been implemented across the EU.
At the same time the Financial Services Authority required that professionals who engage in the
provision of financial services should warn the authorities when they discover that illegal transactions
have taken place.
4.4.1 Regulation
Regulations differ across various countries but it is common for companies to be required to assess
the risk of money laundering in their business and take necessary action to alleviate this risk.
Assessing risk – the risk-based approach
The risk-based approach consists of a number of steps:
 Identifying the money laundering risks that are relevant to the business
 Carrying out a detailed risk assessment on such areas as customer behaviour and delivery
channels
 Designing and implementing controls to manage and reduce any identified risks
 Monitor the effectiveness of these controls and make improvements where necessary
 Maintain records of actions taken and reasons for these actions
The time and cost of carrying out such assessments will depend on the size and complexity of the
business but will require considerable effort to ensure compliance with regulations.
Assessing your customer base
Businesses with certain types of customers are more at risk of money laundering activities and will
therefore be required to take more stringent action to protect themselves. Types of customers that
pose a risk include the following:
 New customers carrying out large, one-off transactions
 Customers who have been introduced to you by a third party who may not have assessed their
risk potential thoroughly
 Customers who aren't local to your business
 Customers whose businesses handle large amounts of cash
Other customers who might pose a risk include those who are unwilling to provide identification and
who enter into transactions that do not make commercial sense. Before companies commence
business dealings with a customer, they should conduct suitable customer due diligence.
Customer due diligence
This is an official term for taking steps to check that your customers are who they say they are. In
practice, the best and easiest way to do this is to ask for official identification, such as a passport or
driving licence, together with utility bills and bank statements. On a personal level, if you are trying
to arrange a loan or open a bank account, it is very likely you will be asked to produce such
identification.
491
If customers are acting on behalf of a third party, it is important to identify who the third party is.
Applying customer due diligence
Businesses should apply customer due diligence whenever they feel it necessary but at least in any of
the following circumstances.
(a) When establishing a business relationship. This is likely to be a relationship that will be
ongoing, therefore it is important to establish identity and credibility at the start. You may have
to establish such information as the source and origin of funds that your customer will be
using, copies of recent and current financial statements and details of the customer's business
or employment.
(b) When carrying out an 'occasional transaction' worth for example €10,000 (this relates to EU
legislation) or more – that is, transactions that are not carried out within an ongoing business
relationship. You should also look out for 'linked' transactions which are individual
transactions of €10,000 or more that have been broken down into smaller, separate
transactions to avoid due diligence checks.
(c) When you have doubts about identification information that you obtained previously.
(d) When the customer's circumstances change – for example, a change in the ownership of the
customer's business and a significant change in the type of business activity of the customer.
Ongoing monitoring of your business
It is important that you have an effective system of internal controls to protect your business from
being used for money laundering. Staff should be suitably trained in the implementation of these
internal controls and be alert to any potential issues. A specific member of staff should be nominated
as the person to whom any suspicious activities should be reported.
Full documentation of anti money laundering policies and procedures should be kept and updated as
appropriate. Staff should be kept fully informed of any changes.
Maintaining full and up to date records
Businesses are generally required to keep full and up to date records for financial reporting and
auditing purposes but these can also be used to demonstrate compliance with money laundering
regulations. Such records will include receipts, invoices and customer correspondence. European
money laundering regulations require that such information be kept for each customer for five years
beginning on either the date a transaction is completed or the date a business relationship ends.
Ownership
Businesses are often required to hold accurate information on the identity of individuals who
ultimately own or control the company (eg own more than 25% of a company's shares or voting
rights). Where beneficial ownership is held through a trust, the trustees (or any individuals who
control the activities of the trust) will be recorded as having the relevant interest.
4.4.2 Cost of compliance
All the activities listed above do not come cheaply, especially if policies and procedures are being
established for the first time. In addition, regulations in the UK state that all accountants in public
practice must be supervised and monitored in their compliance and must be registered with a
supervisory body.
ACCA is one of the supervisory bodies and is responsible for monitoring its own members. However,
such supervision comes at a cost and monitored firms are expected to pay a fee for this service.
492
Further question practice and solutions
Further question practice
1 Mezza 49 mins
Mezza Co is a large food manufacturing and wholesale company. It imports fruit and vegetables
from countries in South America, Africa and Asia, and packages them in steel cans and plastic tubs
and as frozen foods, for sale to supermarkets around Europe. Its suppliers range from individual
farmers to government-run co-operatives, and farms run by its own subsidiary companies. In the past,
Mezza Co has been very successful in its activities, and has an excellent corporate image with its
customers, suppliers and employees. Indeed Mezza Co prides itself on how it has supported local
farming communities around the world and has consistently highlighted these activities in its annual
reports.
However, in spite of buoyant stock markets over the last couple of years, Mezza Co's share price
has remained static. Previously announcements to the stock market about growth potential led to an
increase in the share price. It is thought that the current state is because there is little scope for future
growth in its products. As a result the company's directors are considering diversifying into new
areas. One possibility is to commercialise a product developed by a recently acquired subsidiary
company. The subsidiary company is engaged in researching solutions to carbon emissions and
global warming, and has developed a high carbon absorbing variety of plant that can be grown in
warm, shallow sea water. The plant would then be harvested into carbon-neutral bio-fuel. This fuel, if
widely used, is expected to lower carbon production levels.
Currently there is a lot of interest among the world's governments in finding solutions to climate
change. Mezza Co's directors feel that this venture could enhance its reputation and result in a rise
in its share price. They believe that the company's expertise would be ideally suited to
commercialising the product. On a personal level, they feel that the venture's success would enhance
their generous remuneration package which includes share options. It is hoped that the resulting
increase in the share price would enable the options to be exercised in the future.
Mezza Co has identified the coast of Maienar, a small country in Asia, as an ideal location, as it
has a large area of warm, shallow waters. Mezza Co has been operating in Maienar for many
years and as a result, has a well-developed infrastructure to enable it to plant, monitor and harvest
the crop, although a new facility would be needed to process the crop after harvesting. The new
plant would employ local people. Mezza Co's directors have strong ties with senior government
officials in Maienar and the country's politicians are keen to develop new industries, especially ones
with a long-term future.
The area identified by Mezza Co is a rich fishing ground for local fishermen, who have been fishing
there for many generations. However, the fishermen are poor and have little political influence. The
general perception is that the fishermen contribute little to Maienar's economic development. The
coastal area, although naturally beautiful, has not been well developed for tourism. It is thought that
the high carbon absorbing plant, if grown on a commercial scale, may have a negative impact on
fish stocks and other wildlife in the area. The resulting decline in fish stocks may make it impossible
for the fishermen to continue with their traditional way of life.
Required
(a) Discuss the key issues that the directors of Mezza Co should consider when making the
decision about whether or not to commercialise the new product, and suggest how these
issues may be mitigated or resolved. (17 marks)
(b) Advise the board on what Mezza Co's integrated report should disclose about the impact of
undertaking the project on Mezza Co's capitals. (8 marks)
(Total = 25 marks)
493
2 Stakeholders and ethics 29 mins
(a) Many decisions in financial management are taken in a framework of conflicting stakeholder
viewpoints. Identify the stakeholders and some of the financial management issues involved in
the situation of a company seeking a stock market listing. (5 marks)
(b) Discuss how ethical considerations impact on each of the main functional areas of a firm.
(10 marks)
(Total = 15 marks)
3 Airline Business 39 mins

Your company, which is in the airline business, is considering raising new capital of $400 million in
the bond market for the acquisition of new aircraft. The debt would have a term to maturity of four
years.
The market capitalisation of the company's equity is $1.2 billion and it has a 25% market gearing
ratio (market value of debt to total market value of the company). This new issue would be ranked for
payment, in the event of default, equally with the company's other long-term debt and the latest credit
risk assessment places the company at AA. Interest would be paid to holders annually.
The company's current debt carries an average coupon of 4% and has three years to maturity. The
company's effective rate of tax is 30%.
The current yield curve suggests that, at three years, government treasuries yield 3.5% and at four
years they yield 5.1%.
The current credit risk spread is estimated to be 50 basis points at AA.
If the issue proceeds, the company's investment bankers suggest that a 90 basis point spread will
need to be offered to guarantee take-up by its institutional clients at its nominal value of $100.
Required
(a) Advise on the coupon rate that should be applied to the new debt issue to ensure that it is fully
subscribed. (4 marks)
(b) Estimate the current and revised market valuation of the company's debt and the increase in
the company's effective cost of debt capital. (8 marks)
(c) Discuss the relative advantages and disadvantages of this mode of capital financing in the
context of this company. (8 marks)
(Total = 20 marks)
4 CD 49 mins
CD is a furniture manufacturer based in the UK. It manufactures a limited range of furniture products
to a very high quality and sells to a small number of retail outlets worldwide.
At a recent meeting with one of its major customers it became clear that the market is changing and
the final consumer of CD's products is now more interested in variety and choice rather than
exclusivity and exceptional quality.
494
CD is therefore reviewing two mutually exclusive alternatives to apply to a selection of its products:
Alternative 1
To continue to manufacture, but expand its product range and reduce its quality. The net present
value (NPV), internal rate of return (IRR) and modified internal rate of return (MIRR) for this alternative
have already been calculated as follows:
NPV = £1.45 million using a nominal discount rate of 9%
IRR = 10.5% MIRR = Approximately 13.2%
Payback = 2.6 years Discounted payback = 3.05 years
Alternative 2
To import furniture carcasses in 'flat packs' from the US. The imports would be in a variety of types of
wood and unvarnished. CD would buy in bulk from its US suppliers, assemble and varnish the
furniture and resell, mainly to existing customers. An initial investigation into potential sources of
supply and costs of transportation has already been carried out by a consultancy entity at a cost of
£75,000. CD's finance director has provided estimates of net sterling and US$ cash flows for this
alternative. These net cash flows, in real terms, are shown below.
Year 0 1 2 3
US$m (25.00) 2.60 3.80 4.10
£m 0 3.70 4.20 4.60
The following information is relevant:
 CD evaluates all its investments using nominal sterling cash flows and a nominal discount rate.
All non-UK customers are invoiced in US$. US$ nominal cash flows are converted to sterling at
the forecast rate (see below) and discounted at the UK nominal rate.
 For the purposes of evaluation, assume the entity has a three-year time horizon for investment
appraisals.
 Based on recent economic forecasts, inflation rates in the US are expected to be constant at
4% per annum. UK inflation rates are expected to be 3% per annum.
 The current exchange rate is £1 = US$1.6.
Year 0 1 2 3
Exchange rate forecast US$/£ 1.600 1.616 1.631 1.647
Note. Ignore taxation. Convert.

Required
Assume you are the financial manager of CD.
(a) Evaluate Alternative 2, using NPV, discounted payback, IRR and the (approximate) MIRR.
(11 marks)
(b) Calculate the project duration for Alternative 2 and discuss the significance of your results if
you are told that the duration for Alternative 1 is 3.2 years. (4 marks)
(c) Evaluate the two alternatives and recommend which alternative the entity should choose.
Include in your answer a discussion about what other criteria should be considered before a
final decision is taken.
(10 marks)
(Total = 25 marks)
495
5 Bournelorth 49 mins
Bournelorth Co is an IT company which was established by three friends ten years ago. It was listed
on a local stock exchange for smaller companies nine months ago.
Bournelorth Co originally provided support to businesses in the financial services sector. It has been
able to expand into other sectors over time due to the excellent services it has provided and the high
quality staff whom its founders recruited. The founders have been happy with the level of profits
which the IT services have generated. Over time they have increasingly left the supervision of the IT
services in the hands of experienced managers and focused on developing diagnostic applications
(apps). The founders have worked fairly independently of each other on development work. Each has
a small team of staff and all three want their teams to work in an informal environment which they
believe enhances creativity.
Two apps which Bournelorth Co developed were very successful and generated significant profits.
The founders wanted the company to invest much more in developing diagnostic apps. Previously
they had preferred to use internal funding, because they were worried that external finance providers
would want a lot of information about how Bournelorth Co is performing. However, the amount of
finance required meant that funding had to be obtained from external sources and they decided to
seek a listing, as two of Bournelorth Co's principal competitors had recently been successfully listed.
25% of Bournelorth Co's equity shares were made available on the stock exchange for external
investors, which was the minimum allowed by the rules of the exchange. The founders have continued
to own the remaining 75% of Bournelorth Co's equity share capital. Although the listing was fully
subscribed, the price which new investors paid was lower than the directors had originally hoped.
The board now consists of the three founders, who are the executive directors, and two independent
non-executive directors, who were appointed when the company was listed. The non-executive
directors have expressed concerns about the lack of frequency of formal board meetings and the
limited time spent by the executive directors overseeing the company's activities, compared with the
time they spend leading development work. The non-executive directors would also like Bournelorth
Co's external auditors to carry out a thorough review of its risk management and control systems.
The funds obtained from the listing have helped Bournelorth Co expand its development activities.
Bournelorth Co's competitors have recently launched some very successful diagnostic apps and its
executive directors are now afraid that Bournelorth Co will fall behind its competitors unless there is
further investment in development. However, they disagree about how this investment should be
funded. One executive director believes that Bournelorth Co should consider selling off its IT support
and consultancy services business. The second executive director favours a rights issue and the third
executive director would prefer to seek debt finance. At present Bournelorth Co has low gearing and
the director who is in favour of debt finance believes that there is too much uncertainty associated
with obtaining further equity finance, as investors do not always act rationally.
Required
(a) Discuss the factors which will determine whether the sources of finance suggested by the
executive directors are used to finance further investment in diagnostic applications (apps).
(8 marks)
(b) (i) Identify the risks associated with investing in the development of apps and describe the
controls which Bournelorth Co should have over its investment in development.
(6 marks)
(ii) Discuss the issues which determine the information Bournelorth Co communicates to
external finance providers. (3 marks)
(c) (i) Explain the insights which behavioural finance provides about investor behaviour.
(3 marks)
(ii) Assess how behavioural factors may affect the share price of Bournelorth Co. (5 marks)
(Total = 25 marks)
496
6 Four Seasons 29 mins

(a) Assume that Four Seasons International is considering taking a 20-year project which requires
an initial investment of $250 million in a real estate partnership to develop time share
properties with a Spanish real estate developer, and where the PV of expected cash flows is
$339 million. While the NPV of $4 million is small, assume that Four Seasons International
has the option to abandon this project any time by selling its share back to the developer in
the next five years for $150 million. A simulation of the cash flows on this time share
investment yields a variance in the PV of the cash flows from being in the partnership of 0.09.
The five-year risk-free rate is 7%.
Calculate the total NPV of the project, including the option to abandon.
Normal distribution tables are in the appendix to this Workbook. (10 marks)
(b) Discuss the main limitations of the Black–Scholes model. (5 marks)
(Total = 15 marks)
7 Pandy 19 mins
Pandy Inc is considering a project that currently has an NPV of $(0.5m). However, as part of this
project, Pandy Inc will be developing technology that it will be able to use in 5 years' time to break
into the Asian market. The expected cost of the investment at year 5 is $20m. The Asian project is
currently valued with an NPV of 0 but management believes that NPV could be positive in 5 years'
time due to changes in economic conditions.
The standard deviation is 0.25, risk-free rate is 5% and Pandy's cost of capital is 12%.
Required
Evaluate the value of the option to expand.
Normal distribution tables are in the appendix to this Workbook. (10 marks)
8 Novoroast 49 mins
Novoroast plc, a UK company, manufactures microwave ovens which it exports to several countries,
as well as supplying the home market. One of Novoroast's export markets is a South American
country, which has recently imposed a 40% tariff on imports of microwaves in order to protect its
local 'infant' microwave industry. The imposition of this tariff means that Novoroast's products are no
longer competitive in the South American country's market but the Government there is, however,
willing to assist companies wishing to undertake direct investment locally. The Government offers a
10% grant towards the purchase of plant and equipment, and a three-year tax holiday on earnings.
Corporate tax after the three-year period would be paid at the rate of 25% in the year that the
taxable cash flow arises.
Novoroast wishes to evaluate whether to invest in a manufacturing subsidiary in South America, or to
pull out of the market altogether.
The total cost of an investment in South America is 155 million pesos (at current exchange rates),
comprising:
 50 million pesos for land and buildings
 60 million pesos for plant and machinery (all of which would be required almost immediately)
 45 million pesos for working capital
20 million pesos of the working capital will be required immediately and 25 million pesos at the end
of the first year of operation. Working capital needs are expected to increase in line with local
inflation.
The company's planning horizon is five years.
497
Plant and machinery is expected to be depreciated (tax allowable) on a straight-line basis over five
years, and is expected to have negligible realisable value at the end of five years. Land and
buildings are expected to appreciate in value in line with the level of inflation in the South American
country.
Production and sales of microwaves are expected to be 8,000 units in the first year at an initial price
of 1,450 pesos per unit, 60,000 units in the second year, and 120,000 units per year for the
remainder of the planning horizon.
In order to control the level of inflation, legislation exists in the South American country to restrict
retail price rises of manufactured goods to 10% per year.
Fixed costs and local variable costs, which for the first year of operation are 12 million pesos and
600 pesos per unit respectively, are expected to increase by the previous year's rate of inflation.
All components will be produced or purchased locally except for essential microchips which will be
imported from the UK at a cost of £8 per unit, yielding a contribution to the profit of the parent
company of £3 per unit. It is hoped to keep this sterling cost constant over the planning horizon.
Corporate tax in the UK is at the rate of 30% per year, payable in the year the liability arises. A
bi-lateral tax treaty exists between the UK and the South American country, which permits the
offset of overseas tax against any UK tax liability on overseas earnings. In periods of tax holiday
assume that no UK tax would be payable on South American cash flows.
Summarised group data
NOVOROAST PLC SUMMARISED STATEMENT OF FINANCIAL POSITION
£m
Non-current assets (net) 440
Current assets 370
Total assets 810
Financed by
£1 ordinary shares 200
Reserves 230
430
6% Eurodollar bonds, 8 years until maturity 180
Current liabilities 200
Total equity and liabilities 810
Novoroast's current share price is 410 pence per share, and current bond price is $800 per bond
($1,000 nominal and redemption value).
Forecast inflation rates
UK South American
country
Present 4% 20%
Year 1 3% 20%
Year 2 4% 15%
Year 3 4% 15%
Year 4 4% 15%
Year 5 4% 15%
Foreign exchange rates
Peso/£
Spot 13.421
1 year forward 15.636
498
Novoroast plc believes that if the investment is undertaken the overall risk to investors in the company
will remain unchanged.
The company's beta coefficients have been estimated as equity 1.25, debt 0.225.
The market return is 14% per annum and the risk-free rate is 6% per annum.
Existing UK microwave production currently produces an after-tax net cash flow of £30 million per
annum. This is expected to be reduced by 10% if the South American investment goes ahead (after
allowing for diversion of some production to other EU countries). Production is currently at full
capacity in the UK.
Other issues
The senior management of Novoroast are concerned about the risk that would be associated with an
investment in South America.
Required
Prepare a report advising whether or not Novoroast plc should invest in the South American country.
Include in your report a discussion of the limitations of your analysis and suggestions about other
information that would be useful to assist the decision process.
All relevant calculations must be shown in your report or as an appendix to it.
State clearly any assumptions that you make. (25 marks)
9 PMU 49 mins
Prospice Mentis University (PMU) is a prestigious private institution and a member of the Holly
League, which is made up of universities based in Rosinante and renowned worldwide as being of
the highest quality. Universities in Rosinante have benefited particularly from students coming from
Kantaka, and PMU has been no exception. However, PMU has recognised that Kantaka has a large
population of able students who cannot afford to study overseas. Therefore it wants to investigate
how it can offer some of its most popular degree programmes in Kantaka, where students will be
able to study at a significantly lower cost. It is considering whether to enter into a joint venture with a
local institution or to independently set up its own university site in Kantaka. Offering courses
overseas would be a first from a Holly League institution and indeed from any academic institution
based in Rosinante. However, there have been less renowned academic institutions from other
countries which have formed joint ventures with small private institutions in Kantaka to deliver degree
programmes. These have been of low quality and are not held in high regard by the population or
the Government of Kantaka.
In Kantaka, government-run universities and a handful of large private academic institutions, none of
which have entered into joint ventures, are held in high regard. However, the demand for places in
these institutions far outstrips the supply of places and many students are forced to go to the smaller
private institutions or to study overseas if they can afford it.
After an initial investigation the following points have come to light:
1 The Kantaka Government is keen to attract foreign direct investment (FDI) and offer tax
concessions to businesses which bring investment funds into the country and enhance the local
business environment. However, at present the Kantaka Government places restrictions on the
profits that can be remitted to foreign companies which set up subsidiaries in the country.
There are no restrictions on profits remitted to a foreign company that has established a joint
venture with a local company. It is also likely that PMU would need to borrow a substantial
amount of money if it were to set up independently. The investment funds required would be
considerably smaller if it went into a joint venture.
2 Given the past experiences of poor quality education offered by joint ventures between small
local private institutions and overseas institutions, the Kantaka Government has been reluctant
499
to approve degrees from such institutions. The Government has also not allowed graduates
from these institutions to work in national or local government, or in nationalised
organisations.
3 Over the past two years the Kantaka currency has depreciated against other currencies, but
economic commentators believe that this may not continue for much longer.
4 A large proportion of PMU's academic success is due to innovative teaching and learning
methods, and high quality research. The teaching and learning methods used in Kantaka's
educational institutions are very different. Apart from the larger private and government-run
universities, little academic research is undertaken elsewhere in Kantaka's education sector.
Required
(a) Discuss the benefits and disadvantages of PMU entering into a joint venture instead of setting
up independently in Kantaka. As part of your discussion, consider how the disadvantages can
be mitigated and the additional information PMU needs in order to make its decision.
(20 marks)
(b) Assuming that there are limits on funds that can be repatriated from Kantaka, briefly discuss
the steps PMU could take to get around this, if it set up a subsidiary in Kantaka. (5 marks)
(Total = 25 marks)
10 Tampem 45 mins
The financial management team of Tampem Co is discussing how the company should appraise new
investments. There is a difference of opinion between two managers.
Manager A believes that net present value (NPV) should be used as positive NPV investments are
quickly reflected in increases in the company's share price. It is also simpler to calculate than
modified internal rate of return (MIRR) and adjusted present value (APV).
Manager B states that NPV is not good enough as it is only valid in potentially restrictive conditions,
and should be replaced by APV.
Tampem has produced estimates of relevant cash flows and other financial information associated
with a new investment. These are shown below:
Year 1 2 3 4
$'000 $'000 $'000 $'000
Investment pre-tax operating cash flows 1,250 1,400 1,600 1,800
Notes
1 The investment will cost $5,400,000 payable immediately, including $600,000 for working
capital and $400,000 for issue costs. $300,000 of issue costs is for equity, and $100,000
for debt. Issue costs are not tax allowable.
2 The investment will be financed 50% equity, 50% debt which is believed to reflect its debt
capacity.
3 Expected company gearing after the investment will change to 60% equity, 40% debt by
market values.
4 The investment equity beta is 1.5.
5 Debt finance for the investment will be an 8% fixed rate bond.
6 Tax allowable depreciation is at 25% per year on a reducing balance basis.
7 The corporate tax rate is 30%. Tax is payable in the year that the taxable cash flow arises.
8 The risk-free rate is 4% and the market return 10%.
500
9 The after-tax realisable value of the investment as a continuing operation is estimated to be

$1.5 million (including working capital) at the end of Year 4.
10 Working capital may be assumed to be constant during the four years.
Required
(a) Calculate the expected NPV, MIRR and APV of the proposed investment. (15 marks)
(b) Discuss the validity of the views of the two managers. Use your calculations in (a) to illustrate
and support the discussion. (10 marks)
(Total = 25 marks)
11 Levante 29 mins
Levante Co is a large unlisted company which has identified a new project for which it will need to
increase its long-term borrowings from $250 million to $400 million. This amount will cover a
significant proportion of the total cost of the project and the rest of the funds will come from cash
held by the company.
The current $250 million unsubordinated borrowing is in the form of a 4% bond which is trading at
$98.71 per $100 and is due to be redeemed at its nominal value in 3 years. The issued bond has a
credit rating of AA. The new borrowing will also be raised in the form of a traded bond with a
nominal value of $100 per unit. It is anticipated that the new project will generate sufficient cash
flows to be able to redeem the new bond at $100 nominal value per unit in 5 years. It can be
assumed that coupons on both bonds are paid annually.
Both bonds would be ranked equally for payment in the event of default and the directors expect
that, as a result of the new issue, the credit rating for both bonds will fall to A. The directors are
considering the following two alternative options when issuing the new bond:
 Issue the new bond at a fixed coupon of 5% but at a premium or discount, whichever is
appropriate to ensure full take-up of the bond; or
 Issue the new bond at a coupon rate where the issue price of the new bond will be $100 per
unit and equal to its nominal value.
The following extracts are provided on the current government bond yield curve and yield spreads
for the sector in which Levante Co operates:
Current government bond yield curve
Years 1 2 3 4 5
3.2% 3.7% 4.2% 4.8% 5.0%
Yield spreads (in basis points)
Bond rating 1 year 2 years 3 years 4 years 5 years
AAA 5 9 14 19 25
AA 16 22 30 40 47
A 65 76 87 100 112
BBB 102 121 142 167 193
Required
(a) Calculate the expected percentage fall in the market value of the existing bond if Levante Co's
bond credit rating falls from AA to A. (5 marks)
(b) Advise the directors on the financial implications of choosing each of the two options when
issuing the new bond. Support the advice with appropriate calculations. (10 marks)
(Total = 15 marks)
501
12 Mercury Training 49 mins
Mercury Training was established in 20W9 and since that time it has developed rapidly. The
directors are considering either a flotation or an outright sale of the company.
The company provides training for companies in the computer and telecommunications sectors. It
offers a variety of courses ranging from short intensive courses in office software to high level risk
management courses using advanced modelling techniques. Mercury employs a number of in-house
experts who provide technical materials and other support for the teams that service individual client
requirements. In recent years, Mercury has diversified into the financial services sector and now also
provides computer simulation systems to companies for valuing acquisitions. This business now
accounts for one-third of the company's total revenue.
Mercury currently has 10 million, 50c shares in issue. Jupiter is one of the few competitors in
Mercury's line of business. However, Jupiter is only involved in the training business. Jupiter is listed
on a small company investment market and has an estimated beta of 1.5. Jupiter has 50 million
shares in issue with a market price of 580c. The average beta for the financial services sector is 0.9.
Average market gearing (debt to total market value) in the financial services sector is estimated
at 25%.
Other summary statistics for both companies for the year ended 31 December 20X7 are as follows:
Mercury Jupiter
Net assets at book value ($ million) 65 45
Earnings per share (c) 100 50
Dividend per share (c) 25 25
Gearing (debt to total market value) 30% 12%
Five-year historic earnings growth (annual) 12% 8%
Analysts forecast revenue growth in the training side of Mercury's business to be 6% per annum, but
the financial services sector is expected to grow at just 4%.
Background information:
The equity risk premium is 3.5% and the rate of return on short-dated government stock is 4.5%.
Both companies can raise debt at 2.5% above the risk-free rate.
Tax on corporate profits is 40%.
Required
(a) Estimate the cost of equity capital and the weighted average cost of capital for Mercury
Training. (8 marks)
(b) Advise the owners of Mercury Training on a range of likely issue prices for the company.
(10 marks)
(c) Discuss the advantages and disadvantages, to the directors of Mercury Training, of a public
listing versus private equity finance as a means of disposing of their interest in the company.
(7 marks)
(Total = 25 marks)
13 Kodiak Company 49 mins

Kodiak Company is a small software design business established four years ago. The company is
owned by three directors who have relied upon external accounting services in the past. The
company has grown quickly and the directors have appointed you as a financial consultant to advise
on the value of the business under their ownership.
The directors have limited liability and the bank loan is secured against the general assets of the
business. The directors have no outstanding guarantees on the company's debt.
502
The company's latest statement of profit or loss and the extracted balances from the latest statement
of financial position are as follows:
PROFIT/LOSS FINANCIAL POSITION
$'000 $'000
Revenue 5,000 Opening non-current assets 1,200
Cost of sales 3,000 Additions 66
Gross profit 2,000 Non-current assets (gross) 1,266

Other operating costs 1,877 Accumulated depreciation 367
Operating profit 123 Net book value 899

Interest on loan 74 Net current assets 270
Profit before tax 49 Loan (990)
Income tax expense 15 Net assets employed 179
Profit for the period 34

During the current year:
1 Depreciation is charged at 10% per annum on the year-end non-current asset balance before
accumulated depreciation, and is included in other operating costs in the statement of profit or
loss.
2 The investment in net working capital is expected to increase in line with the growth in gross
profit.
3 Other operating costs consisted of:
$'000
Variable component at 15% of sales 750
Fixed costs 1,000
Depreciation on non-current assets 127
4 Revenue and variable costs are projected to grow at 9% per annum and fixed costs are
projected to grow at 6% per annum.
5 The company pays interest on its outstanding loan of 7.5% per annum and incurs tax on its
profits at 30%, payable in the following year. The company does not pay dividends.
6 The net current assets reported in the statement of financial position contain $50,000 of cash.
One of your first tasks is to prepare for the directors a forward cash flow projection for three years
and to value the firm on the basis of its expected free cash flow to equity. In discussion with them you
note the following:
 The company will not dispose of any of its non-current assets but will increase its investment in
new non-current assets by 20% per annum. The company's depreciation policy matches the
currently available tax write-off for tax allowable depreciation. This straight-line write-off policy
is not likely to change.
 The directors will not take a dividend for the next three years but will then review the position
taking into account the company's sustainable cash flow at that time.
 The level of the loan will be maintained at $990,000 and, on the basis of the forward yield
curve, interest rates are not expected to change.
 The directors have set a target rate of return on their equity of 10% per annum which they
believe fairly represents the opportunity cost of their invested funds.
503
Required
(a) Prepare a three-year cash flow forecast for the business on the basis described above,
highlighting the free cash flow to equity in each year. (12 marks)
(b) Estimate the value of the business based upon the expected free cash flow to equity and a
terminal value based upon a sustainable growth rate of 3% per annum thereafter. (6 marks)
(c) Advise the directors on the assumptions and the uncertainties within your valuation.
(7 marks)
(Total = 25 marks)
14 Saturn Systems 49 mins

Mr Moon is the Chief Executive Officer of Saturn Systems, a very large listed company in the
telecommunications business. The company is in a very strong financial position, having developed
rapidly in recent years through a strategy based upon growth by acquisition. Currently, earnings and
earnings growth are at all-time highs, although the company's cash reserves are at a low level
following a number of strategic investments in the last financial year. The previous evening Mr Moon
gave a speech at a business dinner and during questions made some remarks that Pluto Ltd was an
attractive company with 'great assets' and that he would be a 'fool' if he did not consider the
possibility 'like everyone else' of acquiring the company. Pluto is a long established supplier to
Saturn Systems and if acquired would add substantially to the market capitalisation of the business.
Mr Moon's comments were widely reported in the following morning's financial newspapers and, by
10am, the share price of Pluto had risen 15% in out-of-hours and early trading. The first that you,
Saturn's chief financial officer, heard about the issue was when you received an urgent call from
Mr Moon's office. You have just completed a background investigation of Pluto, along with three
other potential targets instigated at Saturn's last board meeting in May. Following that investigation,
you have now commenced a review of the steps required to raise the necessary debt finance for a
bid and the procedure you would need to follow in setting up a due diligence investigation of each
company.
On arriving at Mr Moon's office you are surprised to see the Chairman of the board in attendance.
Mr Moon has just put down the telephone and is clearly very agitated. They tell you about the
remarks made by Mr Moon the previous evening and that the call just taken was from the Office of
the Regulator for Public Companies. The regulator had wanted to know if a bid was to be made and
what announcement the company intended to make. They had been very neutral in their response
pending your advice but had promised to get back to the regulator within the hour. They knew that if
they were forced to admit that a bid was imminent and then withdrew that they would not be able to
bid again for another six months. Looking at you they ask as one: 'what do we do now?' After a
short discussion you returned to your office and began to draft a memorandum with a
recommendation about how to proceed.
Required
(a) Discuss the advantages and disadvantages of growth by acquisition as compared with growth
by internal (or organic) investment. (5 marks)
(b) Assess the regulatory, financial and ethical issues in this case. (15 marks)
(c) Propose a course of action that the company should now pursue, including a draft of any
announcement that should be made, given that the board of Saturn Systems wishes to hold
open the option of making a bid in the near future. (5 marks)
(Total = 25 marks)
504
15 Gasco 49 mins
Gasco, a public limited company with a market value of around £7 billion, is a major supplier of
gas to both business and domestic customers. The company also provides maintenance contracts for
both gas and central heating customers using the well-known brand name Gas For All. Customers
can call emergency lines for assistance with any gas-related incident, such as a suspected leak.
Gasco employs its own highly trained workforce to deal with all such situations quickly and
effectively. The company also operates a major new credit card, which has been extensively
marketed and which gives users concessions, such as reductions in their gas bills.
Gasco has recently bid £1.1 billion for CarCare, a long-established mutual organisation (ie it is
owned by its members) that is the country's leading motoring organisation. CarCare is financed
primarily by an annual subscription to its 4.4 million members. In addition, the organisation obtains
income from a range of other activities, such as a high profile car insurance brokerage, a travel agency
and assistance with all types of travel arrangements. Its main service to members is the provision of a
roadside breakdown service, which is now an extremely competitive market with many other companies
involved. Although many of its competitors use local garages to deal with breakdowns, CarCare uses its
own road patrols.
CarCare members have to approve the takeover, which once completed would provide them each
with a windfall of around £300 each.
Gasco intends to preserve the CarCare name which is extremely well known to consumers.
Required
(a) Discuss the possible reasons why Gasco is seeking to buy CarCare. (9 marks)
(b) Discuss how the various stakeholders of CarCare might react to the takeover. (8 marks)
(c) Discuss the potential problems that Gasco may face in running CarCare now that the takeover
has been achieved. (8 marks)
(Total = 25 marks)
16 Pursuit 70 mins
Pursuit Co, a listed company which manufactures electronic components, is interested in acquiring
Fodder Co, an unlisted company involved in the development of sophisticated but high risk electronic
products. The owners of Fodder Co are a consortium of private equity investors who have been
looking for a suitable buyer for their company for some time. Pursuit Co estimates that a payment of
the equity value plus a 25% premium would be sufficient to secure the purchase of Fodder Co.
Pursuit Co would also pay off any outstanding debt that Fodder Co owed. Pursuit Co wishes to
acquire Fodder Co using a combination of debt finance and its cash reserves of
$20 million, such that the capital structure of the combined company remains at Pursuit Co's current
capital structure level.
Information on Pursuit Co and Fodder Co
Pursuit Co
Pursuit Co has a market debt to equity ratio of 50:50 and an equity beta of 1.18. Currently Pursuit
Co has a total firm value (market value of debt and equity combined) of $140 million. Pursuit Co
makes sales in US, Europe and Asia and has obtained some of its debt funding from international
markets.
505
FODDER CO, EXTRACTS FROM THE STATEMENT OF PROFIT OR LOSS
Year ended 31 May 20X1 31 May 20X0 31 May 31 May
20W9 20W8
$'000 $'000 $'000 $'000
Sales revenue 16,146 15,229 14,491 13,559
Operating profit (after operating
costs and tax-allowable
depreciation) 5,169 5,074 4,243 4,530
Net interest costs 489 473 462 458
Profit before tax 4,680 4,601 3,781 4,072
Taxation (28%) 1,310 1,288 1,059 1,140
After-tax profit 3,370 3,313 2,722 2,932
Dividends 123 115 108 101
Retained earnings 3,247 3,198 2,614 2,831
Fodder Co has a market debt to equity ratio of 10:90 and an estimated equity beta of 1.53. It can
be assumed that its tax-allowable depreciation is equivalent to the amount of investment needed to
maintain current operational levels. However, Fodder Co will require an additional investment in
assets of 22c per $1 increase in sales revenue, for the next 4 years. It is anticipated that Fodder Co
will pay interest at 9% on its future borrowings.
For the next four years, Fodder Co's sales revenue will grow at the same average rate as the
previous years. After the forecasted four-year period, the growth rate of its free cash flows will be
half the initial forecast sales revenue growth rate for the foreseeable future.
Information about the combined company
Following the acquisition, it is expected that the combined company's sales revenue will be
$51,952,000 in the first year, and its profit margin on sales will be 30% for the foreseeable future.
After the first year the growth rate in sales revenue will be 5.8% per year for the following 3 years.
Following the acquisition, it is expected that the combined company will pay annual interest at 6.4%
on future borrowings.
The combined company will require additional investment in assets of $513,000 in the first year and
then 18c per $1 increase in sales revenue for the next three years. It is anticipated that after the
forecasted four-year period, its free cash flow growth rate will be half the sales revenue growth rate.
It can be assumed that the asset beta of the combined company is the weighted average of the
individual companies' asset betas, weighted in proportion of the individual companies' market value.
Other information
The current annual government base rate is 4.5% and the market risk premium is estimated at 6% per
year. The relevant annual tax rate applicable to all the companies is 28%.
SGF Co's interest in Pursuit Co
There have been rumours of a potential bid by SGF Co to acquire Pursuit Co. Some financial press
reports have suggested that this is because Pursuit Co's share price has fallen recently. SGF Co is in
a similar line of business as Pursuit Co and, until a couple of years ago, SGF Co was the smaller
company. However, a successful performance has resulted in its share price rising, and SGF Co is
now the larger company.
The rumours of SGF Co's interest have raised doubts about Pursuit Co's ability to acquire Fodder Co.
Although SGF Co has made no formal bid yet, Pursuit Co's board is keen to reduce the possibility of
such a bid. The Chief Financial Officer has suggested that the most effective way to reduce the
possibility of a takeover would be to distribute the $20 million in its cash reserves to its shareholders
in the form of a special dividend. Fodder Co would then be purchased using debt finance. He
conceded that this would increase Pursuit Co's gearing level but suggested it may increase the
company's share price and make Pursuit Co less appealing to SGF Co.
506
Required
Prepare a report to the board of directors of Pursuit Co that:
(a) Evaluates whether the acquisition of Fodder Co would be beneficial to Pursuit Co and its
shareholders. The free cash flow to firm method should be used to estimate the values of
Fodder Co and the combined company assuming that the combined company's capital
structure stays the same as that of Pursuit Co's current capital structure. Include all relevant
calculations. (16 marks)
(b) Discusses the limitations of the estimated valuations in part (a) above. (4 marks)
(c) Estimates the amount of debt finance needed, in addition to the cash reserves, to acquire
Fodder Co and concludes whether Pursuit Co's current capital structure can be maintained.
(3 marks)
(d) Explains the implications of a change in the capital structure of the combined company to the
valuation method used in part (i) and how the issue can be resolved. (4 marks)
(e) Assesses whether the Chief Financial Officer's recommendation would provide a suitable
defence against a bid from SGF Co and would be a viable option for Pursuit Co. (5 marks)
Professional marks will be awarded in this question for the format, structure and presentation of the
report. (4 marks)
(Total = 36 marks)
17 Olivine 39 mins
Olivine is a holiday tour operator that is committed to a policy of expansion. The company has
enjoyed record growth in recent years and is now seeking to acquire other companies in order to
maintain its growth momentum. It has recently taken an interest in Halite, a charter airline business,
as the board of directors of Olivine believes that there is a good strategic fit between the two
companies. Both companies have the same level of risk. Abbreviated financial statements relating to
each company are set out below.
ABBREVIATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 NOVEMBER 20X3
Olivine Halite
$m $m
Sales 182.6 75.2
Operating profit 43.6 21.4
Interest charges 12.3 10.2
Net profit before taxation 31.3 11.2
Company tax 6.3 1.6
Net profit after taxation 25.0 9.6
Dividends 6.0 4.0
Accumulated profits for the year 19.0 5.6
507
SUMMARISED STATEMENTS OF FINANCIAL POSITION
AS AT 30 NOVEMBER 20X3
Olivine Halite
$m $m
Non-current assets 135.4 127.2
Net current assets 65.2 3.2
200.6 130.4
Payables due after more than one year 120.5 104.8
80.1 25.6
Capital and reserves
$0.50 ordinary shares 20.0 8.0
Retained profit 60.1 17.6
80.1 25.6
Price/earnings ratio before the bid 20 15
The board of directors of Olivine is considering making an offer to the shareholders of Halite of five
shares in Olivine for every four shares held. It is believed that a rationalisation of administrative
functions arising from the merger would reap annual after-tax benefits of $2.4 million.
Required
(a) Calculate:
(i) The total value of the proposed offer based on current share prices
(ii) The earnings per share of Olivine following the successful acquisition of Halite
(iii) The share price of Olivine following acquisition, assuming that the benefits of the
acquisition are achieved and that the price/earnings ratio declines by 5% (10 marks)
(b) Calculate the effect of the proposed takeover on the wealth of the shareholders of each
company. (5 marks)
(c) Discuss your results in (a) and (b) above and state what recommendations, if any, you would
make to the directors of Olivine. (5 marks)
(Total = 20 marks)
18 Treasury management 21 mins

Many large international organisations have a central treasury department which might be a
separate profit centre within the group. The responsibilities of this department will include the
management of business risk and market risk for the group as a whole.
Required
(a) Describe the functions of a central treasury department.
(b) Describe the information that the treasury department needs, from inside and outside the
organisation, to perform its function.
(11 marks)
19 For4Fore 29 mins
Shares in For4Fore plc are currently trading at 444p. The standard deviation of the share price is
25% and the risk free rate of return is 4.17%. Senior management at For4Fore have been awarded
European-style options to buy shares in For4Fore at 385p per share in exactly four months' time.
508
Required
(a) Using the Black–Scholes option pricing model, calculate the value of these call options.
(10 marks)
(b) Evaluate whether management whether put options would be a more suitable incentive
package for senior management. (5 marks)
(Total = 15 marks)
20 Fidden plc 49 mins

(a) Discuss briefly four techniques a company might use to hedge against the foreign exchange
risk involved in foreign trade. (8 marks)
(b) Fidden plc is a medium-sized UK company with export and import trade with the US. The
following transactions are due within the next six months. Transactions are in the currency
specified.
 Purchases of components, cash payment due in three months: £116,000.
 Sale of finished goods, cash receipt due in three months: $197,000.
 Purchase of finished goods for resale, cash payment due in six months: $447,000.
 Sale of finished goods, cash receipt due in six months: $154,000.
Exchange rates (London market)
$/£
Spot 1.7106–1.7140
Six months forward 1.6967–1.7006
Interest rates
Three months or six months Borrowing Lending
Sterling 12.5% 9.5%
Dollars 9% 6%
Foreign currency option prices (New York market)
Prices are cents per £, contract size £12,500
Calls Puts
Exercise price ($) Mar Jun Sep Mar Jun Sep
1.60 – 15.20 – – – 2.7
1.70 5.65 7.75 – – 3.45 6.4
1.80 1.70 3.60 7.90 – 9.32 15.3
Assume that it is now December with three months to the expiry of March contracts and that
the option price is not payable until the end of the option period, or when the option is
exercised.
Required
(a) Calculate the net sterling receipts and payments that Fidden might expect for both its
three-and six-month transactions if the company hedges foreign exchange risk on:
(i) The forward foreign exchange market
(ii) The money market (7 marks)
(b) If the actual spot rate in six months' time turned out to be exactly the present six-month
forward rate, calculate whether Fidden would have done better to have hedged through
foreign currency options rather than the forward market or the money market.
(7 marks)
509
(c) Explain briefly what you consider to be the main advantage of foreign currency options.
(3 marks)
(Total = 17 marks)
21 Curropt plc 49 mins

It is now 1 March and the treasury department of Curropt plc, a quoted UK company, faces a
problem. At the end of June the treasury department may need to advance to Curropt's US subsidiary
the amount of $15,000,000. This depends on whether the subsidiary is successful in winning a
franchise. The department's view is that the US dollar will strengthen over the next few months, and it
believes that a currency hedge would be sensible. The following data is relevant.
Exchange rates US$/£
1 March spot 1.4461–1.4492; 4 months forward 1.4310–1.4351.
Futures market contract prices
Sterling £62,500 contracts:
March contract 1.4440; June contract 1.4302.
Currency options: Sterling £31,250 contracts (cents per £)
Calls Puts
Exercise price June June
$1.400/£ 3.40 0.38
$1.425/£ 1.20 0.68
$1.450/£ 0.40 2.38
Required
(a) Explain whether the treasury department is justified in its belief that the US dollar is likely to
strengthen against the pound. (3 marks)
(b) Explain the relative merits of forward currency contracts, currency futures contracts and
currency options as instruments for hedging in the given situation. (6 marks)
(c) Assuming the franchise is won, illustrate the results of using forward, future and option
currency hedges if the US$/£ spot exchange rate at the end of June is:
(i) 1.3500
(ii) 1.4500
(iii) 1.5500 (16 marks)
(Total = 25 marks)
22 Shawter 29 mins
Assume that it is now mid-December.
The finance director of Shawter plc, the parent company of the Shawter group, has recently reviewed
the company's monthly cash budgets for the next year. As a result of buying new machinery in three
months' time, his company is expected to require short-term financing of £30 million for a period of
two months' until the proceeds from a factory disposal became available. The finance director is
concerned that, as a result of increasing wage settlements, the Central Bank will increase interest
rates in the near future.
LIBOR is currently 6% per annum and Shawter can borrow at LIBOR + 0.9%. Derivative contracts
may be assumed to mature at the end of the relevant month.
510
Three types of hedge are available:

 Three month sterling futures (£500,000 contract size)
December 93.870
March 93.790
June 93.680
 Options on three-month sterling futures (£500,000 contract size, premium cost in annual %)
Calls Puts
December March June December March June
93.750 0.120 0.195 0.270 0.020 0.085 0.180
94.000 0.015 0.075 0.155 0.165 0.255 0.335
94.250 0 0.085 0.085 0.400 0.480 0.555
 FRA prices (based on LIBOR):

3 v 6 6.11–6.01
3 v 5 6.18–6.10
3 v 8 6.38–6.30
Required
Illustrate how the short-term interest rate risk might be hedged, and the possible results of the
alternative hedges, if interest rates increase by 0.5%.
(Total = 15 marks)
23 Carrick plc 29 mins

(a) Explain the term risk management in respect of interest rates and discuss how interest risk
might be managed. (7 marks)
(b) It is currently 1 January 20X7. Carrick plc receives interest of 6% per annum on short-term
deposits on the London money markets amounting to £6 million. The company wishes to
explore the use of a collar to protect, for a period of seven months, the interest yield it
currently earns. The following prices are available, with the premium cost being quoted in
annual percentage terms.
LIFFE interest rate options on three-month money market futures (contract size: £500,000).
Calls Puts
Strike price June Sept June Sept
92.50 0.71 1.40 0.02 0.06
93.00 0.36 1.08 0.10 0.14
93.50 0.12 0.74 0.20 0.35
94.00 0.01 0.40 0.57 0.80
94.50 – 0.06 0.97 1.12
Required
Evaluate the use of a collar by Carrick plc for the purpose proposed above. Include
calculations of the cost involved and indicate appropriate exercise price(s) for the collar.
Ignore taxation, commission and margin requirements. (8 marks)
(Total = 15 marks)
511
24 Theta Inc 23 mins
(a) Theta Inc wants to borrow $10 million for five years with interest payable at six-monthly
intervals. It can borrow from a bank at a floating rate of LIBOR plus 1% but wants to obtain a
fixed rate for the full five-year period. A swap bank has indicated that it will be willing to
receive a fixed rate of 8.5% in exchange for payments of six-month LIBOR.
Required
Calculate the fixed interest six-monthly payment with the swap in place. (4 marks)
(b) Show the interest payments by Theta if:
(i) LIBOR is 10% (4 marks)
(ii) LIBOR is 7.5% (4 marks)
(Total = 12 marks)
25 Brive Inc 49 mins

The latest statement of financial position for Brive Inc is summarised below.
$'000 $'000 $'000
Non-current assets at net book value 5,700
Current assets
Inventory and work in progress 3,500
Receivables 1,800
5,300
Less current liabilities
Unsecured payables 4,000
Bank overdraft (unsecured) 1,600
5,600
Working capital (300)
Total assets less current liabilities 5,400
Liabilities falling due after more than one year
10% secured bonds 3,000
Net assets 2,400
$'000
Called up share capital 4,000
Reserves (1,600)
2,400
Brive Inc's called-up capital consists of 4,000,000 $1 ordinary shares issued and fully paid. The
non-current assets comprise freehold property with a book value of $3,000,000 and plant and
machinery with a book value of $2,700,000. The bonds are secured on the freehold property.
In recent years the company has suffered a series of trading losses which have brought it to the brink
of insolvency. The directors estimate that in a forced sale the assets will realise the following
amounts.
$
Freehold premises 2,000,000
Plant and machinery 1,000,000
Inventory 1,700,000
Receivables 1,700,000
512
The costs of insolvency proceedings are estimated at $770,000. However, trading conditions are
now improving and the directors estimate that if new investment in plant and machinery costing
$2,500,000 were undertaken the company should be able to generate annual profits before interest
of $1,750,000. In order to take advantage of this they have put forward the following proposed
reconstruction scheme.
(a) Freehold premises should be written down by $1,000,000, plant and machinery by
$1,100,000, inventory and work in progress by $800,000 and receivables by $100,000.
(b) The ordinary shares should be written down by $3,000,000 and the debit balance on the
statement of profit or loss written off.
(c) The secured bond holders would exchange their bonds for $1,500,000 ordinary shares and
$1,300,000 14% unsecured loan notes repayable in 5 years' time.
(d) The bank overdraft should be written off and the bank should receive $1,200,000 of 14%
unsecured loan notes repayable in 5 years' time in compensation.
(e) The unsecured payables should be written down by 25%.
(f) A rights issue of 1 for 1 at nominal value is to be made on the share capital after the above
adjustments have been made.
(g) $2,500,000 will be invested in new plant and machinery.
Required
(a) Prepare the statement of financial position of the company after the completion of the
reconstruction. (6 marks)
(b) Prepare a report, including appropriate calculations, discussing the advantages and
disadvantages of the proposed reconstruction from the point of view of:
(i) The ordinary shareholders
(ii) The secured bond holders
(iii) The bank
(iv) The unsecured payables
Note. Ignore taxation. (19 marks)
(Total = 25 marks)
26 BBS Stores 49 mins

BBS Stores, a publicly quoted limited company, is considering unbundling a section of its property
portfolio. The company believes that it should use the proceeds to reduce the company's medium-
term borrowing and to reinvest the balance in the business (Option 1). However, the company's
investors have argued strongly that a sale and rental scheme would release substantial cash to
investors (Option 2). You are a financial consultant and have been given the task of assessing the
likely impact of these alternative proposals on the company's financial performance, cost of capital
and market value.
513
Attached is the summarised BBS Stores' statement of financial position. The company owns all its
stores.
As at year end As at year end
20X8 20X7
$m $m
Assets
Non-current assets
Intangible assets 190 190
Property, plant and equipment 4,050 3,600
Other assets 500 530
4,740 4,290
Current assets 840 1,160
Total assets 5,580 5,450
Equity
Called-up share capital – equity 425 420
Retained earnings 1,535 980
Total equity 1,960 1,400
Liabilities
Current liabilities 1,600 2,020
Medium-term loan notes 1,130 1,130
Other non-financial liabilities 890 900
Total liabilities 3,620 4,050
Total liabilities and equity 5,580 5,450
The company's profitability has improved significantly in recent years and earnings for 20X8 were
$670 million (20X7: $540 million).
The company's property, plant and equipment within non-current assets for 20X8 are as follows:
Fixtures,
Land and fittings and Assets under
buildings equipment construction Total
$m $m $m $m
Year end 20X8
At revaluation 2,297 4,038 165 6,500
Accumulated depreciation (2,450) (2,450)
Net book value 2,297 1,588 165 4,050
The property portfolio was revalued at the year end 20X8. The assets under construction are valued
at a market value of $165 million and relate to new building. In recent years commercial property
values have risen in real terms by 4% per annum. Current inflation is 2.5% per annum. Property
rentals currently earn an 8% return.
The proposal is that 50% of the property portfolio (land and buildings) and 50% of the assets under
construction would be sold to a newly established property holding company called RPH that would
issue bonds backed by the assured rental income stream from BBS Stores. BBS Stores would not hold
any equity interest in the newly formed company nor would they take any part in its management.
BBS Stores is currently financed by equity in the form of 25c fully paid ordinary shares with a current
market value of 400c per share. The capital debt for the company consists of medium-term loan notes
of which $360 million are repayable at the end of two years and $770 million are repayable at the
end of 6 years. Both issues of medium-term notes carry a floating rate of LIBOR plus 70 basis points.
The interest liability on the 6-year notes has been swapped at a fixed rate of 5.5% in exchange for
LIBOR which is also currently 5.5%. The reduction in the firm's gearing implied by Option 1 would
514
improve the firm's credit rating and reduce its current credit spread by 30 basis points. The change
in gearing resulting from the second option is not expected to have any impact upon the firm's credit
rating. There has been no alteration in the rating of the company since the earliest debt was issued.
The BBS Stores equity beta is currently 1.824. A representative portfolio of commercial property
companies has an equity beta of 1.25 and an average market gearing (adjusted for tax) of 50%.
The risk-free rate of return is 5% and the equity risk premium is 3%. Using CAPM the current cost of
equity is 10.47%. The current WACC is 9.55%. The company's current accounting rate of return on
new investment is 13% before tax. You may assume that debt betas are zero throughout. The
effective rate of company tax is 35%.
Required
On the assumption that the property unbundling proceeds, prepare a report for consideration by
senior management which should include the following:
(a) A comparative statement showing the impact upon the statement of financial position and on
the earnings per share on the assumption that the cash proceeds of the property sale are used:
(i) To repay the debt, repayable in two years, in full and for reinvestment in non-current
assets
(ii) To repay the debt, repayable in two years, in full and to finance a share repurchase at
the current share price with the balance of the proceeds (13 marks)
(b) An estimate of the weighted average cost of capital for the remaining business under both
options on the assumption that the share price remains unchanged (8 marks)
(c) An evaluation of the potential impact of each alternative on the market value of the firm (you
are not required to calculate a revised market value for the firm) (4 marks)
(Total = 25 marks)
27 Reorganisation 23 mins
(a) Discuss the potential problems with management buy-outs. (5 marks)
(b) Company X's hotel division is experiencing considerable financial difficulties. The management
is prepared to undertake a buy-out, and Company X is willing to sell for $15 million. After an
analysis of the division's performance, the management concluded that the division required a
capital injection of $10 million.
Possible funding sources for the buy-out and the additional capital injection are as follows.
From management:
Equity shares of 25c each $12 million
From venture capitalist:
Equity shares of 25c each $5.5 million
Debt: 9.5% fixed rate loan $7.5 million
The fixed rate loan principal is repayable in 10 years' time.
Forecasts of earnings before interest and tax for the next 5 years following the buy-out are as
follows.
Year 1 Year 2 Year 3 Year 4 Year 5
$'000 $'000 $'000 $'000 $'000
EBIT 2,200 3,100 3,900 4,200 4,500
Corporation tax is charged at 30%. Dividends are expected to be no more than 12% of profits
for the first 5 years.
515
Management has forecast that the value of equity capital is likely to increase by approximately
15% per annum for the next 5 years.
Required
On the basis of the above forecasts, determine whether management's estimate that the value
of equity will increase by 15% per annum is a viable one. (7 marks)
(Total = 12 marks)
28 Transfer prices 20 mins

A multinational company based in Beeland has subsidiary companies in Ceeland and in the UK.
The UK subsidiary manufactures machinery parts which are sold to the Ceeland subsidiary for a unit
price of B$420 (420 Beeland dollars), where the parts are assembled. The UK subsidiary shows a
profit of B$80 per unit; 200,000 units are sold annually.
The Ceeland subsidiary incurs further costs of B$400 per unit and sells the finished goods on for an
equivalent of B$1,050.
All the profits from the foreign subsidiaries are remitted to the parent company as dividends.
Double taxation treaties between Beeland, Ceeland and the UK allow companies to set foreign tax
liabilities against their domestic tax liability.
The following rates of taxation apply.
UK Beeland Ceeland
Tax on company profits 25% 35% 40%
Withholding tax on dividends – 12% 10%
Required
(a) Show the tax effect of increasing the transfer price between the UK and Ceeland subsidiaries by
25%. (6 marks)
(b) Outline the various problems which might be encountered by a company which adjusts a
transfer price substantially. (4 marks)
(Total = 10 marks)
516
Further question practice solutions
1 Mezza
Top tips. Read the entire requirement before starting your answer – in part (a) it is easy to forget to
consider how the issues could be mitigated. Part (b) specifically refers to the integrated reporting, so
you need to know the relevant capitals to include in your answer.
Easy marks. There are numerous easy marks to be gained from the environmental and ethical
issues surrounding the project, as such issues are extremely topical.
(a) Overarching corporate aim

The main aim of the directors is to maximise shareholder value and any decisions should be
taken with this objective in mind. However, the company has other stakeholders and directors
should be sensitive to potential negative implications from implementing the project.
Key issue (1) – will the project add value?
The first issue to consider is whether the project will add value to the company.
Positive factors
At first glance it would appear that the project would be adding value, as it is meeting an
identifiable market need (tackling climate change). There are likely to be positive effects on the
company's reputation and ultimately its share price as Mezza Co is demonstrating a desire
and ability to tackle climate change. If Mezza Co champions the work being done by its
subsidiary, there are likely to be future opportunities for the subsidiary to work on similar
projects.
Other factors to consider
Before progressing with the project, further investigation into its likely value is required. Whilst
there is no doubt that such a project should be well received, there are risks that must be
considered, not just from the project itself but also from the behaviour of the directors. Share
options form part of the directors' remuneration package and they may be tempted to take
greater risks as a result, in order to try to boost the share price. This may be against the wishes
of shareholders and other stakeholders who may have a more risk-averse attitude.
The project appears to use new technology and ideas which, by their very nature, will be
risky. There will therefore be uncertainty surrounding the income stream from the project – the
extent of the risk should be assessed prior to progressing with the project. Are the current
revenue and cost estimates realistic? What is the likelihood of competitors entering the market
and the potential effects on revenue and market share? A full investigation, using such means
as sensitivity analysis and duration, is required to answer such questions.
When assessing the extent of the value added by the project, it is important that risk is
factored into the process. By doing so, directors will be in a better position (if necessary) to
show stakeholders that they are not taking unacceptable risks in proceeding with the project.
Other factors that must be investigated include the length of time it will take to get the product
to market, any additional infrastructure required and potential expertise needed.
Key issue (2) – plant location
Positive factors
Mezza Co has identified an 'ideal' location for the plant, namely Maienar in Asia. This is due
to Mezza already having a significant presence in Maienar and thus a well-developed
infrastructure exists. There are also strong ties with senior government officials in this country
and the Government is keen to develop new industries. All of these factors are very positive for
517
the potential development of the project. The ties to senior government officials are likely to be
particularly useful when trying to deal with legal and administrative issues, thus reducing the
time between development and production actually starting.
Other factors to consider
Despite the positive factors mentioned above, there are ethical and environmental issues to
consider prior to making a final decision regarding plant location. The likely effect on the
fishermen's livelihood could produce adverse publicity, as could potential damaging effects on
the environment and wildlife. Environmental impact tends to generate considerable debate
and Mezza will want to avoid any negative effects on its reputation (particularly as the project
is supposed to be 'environmentally friendly').
The fact that Mezza has close ties with senior political figures and the Government in general
may create negative feeling if it is felt that Mezza could influence the Government into making
decisions that are not in the best interests of the locality and the country as a whole. This is a
relationship that will have to be managed very carefully.
Risk mitigation
Given that Mezza has an excellent corporate image, it is unlikely that it will want to ignore the
plight of the fishermen. It could try to work with the fishermen and involve them in the process,
pointing out the benefits of the project to the environment as a whole (without ignoring the
effects on their livelihood). It could offer the fishermen priority on new jobs that are created
and emphasise the additional wealth that the project is likely to create.
Mezza could also consider alternative locations for the plant, although this is likely to be
expensive, given the need for certain infrastructure already present in Maienar. Alternatively
the company could try to find an alternative process for growing and harvesting the plant that
would not have adverse effects on wildlife and fish stocks. Again, this is an expensive option
and any such costs would have to be set against expected revenues to determine value added.
As mentioned above, Mezza will have to manage its relationship with Maienar's Government
very carefully as it does not want to appear to be influencing government decisions. Mezza
needs to make it very clear that it is following proper legal and administrative procedures –
and is working with the Government to protect and improve the country, rather than exploit it
for its own gains.
Conclusion
It is important that Mezza considers all of the likely benefits and costs related to the project,
not just to itself but also to the country and its inhabitants. While gaining prompt approval
from the Government will allow the project to proceed and become profitable more quickly, it
is important that Mezza focuses on the effects of the project and alternative ways to proceed,
in order to avoid an overall negative impact on its reputation.
(b) Integrated reporting
Integrated reporting looks at the ability of an organisation to create value and considers
important relationships, both internally and externally. It involves considering the impact of the
proposed project and six capitals as follows.
Financial
The integrated report should explain how commercialising the product should generate
revenues over time, be an important element in diversification and make a significant
contribution to the growth of Mezza. The report should also disclose the financial strategy
implications if additional funding was required and what finance cost commitments Mezza will
assume.
518
Manufactured
The report would identify the new facility as an important addition to Mezza's productive
capacity. It would also show how the infrastructure that Mezza already has in Maienar will be
used to assist in growing and processing the new plant.
Intellectual
The report should show how Mezza intends to protect the plant and hence its future income by
some sort of protection, such as the patent. It should also highlight how development of the
plant fulfils the aims of the subsidiary, to develop products that have beneficial impacts on
other capitals.
Human
Mezza should show how the employment opportunities provided by the new facility link to how
Mezza has been using local labour in Maienar. It should highlight the ways in which the new
facility allows local labour to develop their skills. However, the report also needs to show whether
Mezza is doing anything to help the fishermen deal with their loss of livelihood, since the adverse
impact on the fishermen would appear to go against Mezza's strategy of supporting local farming
communities.
Social and relationship
The development of the plant and the new facility should be reported in the context of Mezza's
strategy of being a good corporate citizen in Maienar. It should explain how the new plant
will assist economic development there and in turn how this will enhance the value derived to
Mezza from operating in that country.
Natural
The report needs to set the adverse impact on the area and the fishing stock in the context of
the longer-term environmental benefits that development of the plant brings. It also needs to
show the commitments that Mezza is making to mitigate environmental damage.
2 Stakeholders and ethics

Top tips. Part (a) is an introduction to issues that will often be relevant in questions on mergers as
well as questions about change of company status. The answer concentrates on financial benefits,
and even just concentrating on these indicates potential conflicts. These may be significant in a
merger situation, as co-operation of senior managers and employees will often be essential for the
merger to succeed.
The discussion in (b) tests your understanding of broader ethical issues. A variety of different points
could also be made here.
(a) A company seeking a stock market listing

When an unlisted company converts into a listed company, some of the existing
shareholder/managers will sell their shares to outside investors. In addition, new shares will
probably be issued. The dilution of ownership might cause loss of control by the existing
management.
The stakeholders involved in potential conflicts are as follows:
(i) Existing shareholder/managers
They will want to sell some of their shareholding at as high a price as possible.
This may motivate them to overstate their company's prospects. Those
shareholder/managers who wish to retire from the business may be in conflict with
those who wish to stay in control – the latter may oppose the conversion into a listed
company.
519
(ii) New outside shareholders
Most of these will hold minority stakes in the company and will receive their rewards as
dividends only. This may put them in conflict with the existing shareholder/managers
who receive rewards as salaries as well as dividends. On conversion to a listed
company there should be clear policies on dividends and directors' remuneration.
(iii) Employees, including managers who are not shareholders
Part of the reason for the success of the company will be the efforts made by employees.
They may feel that they should benefit when the company seeks a listing. One way of
organising this is to create employee share options or other bonus schemes.
(b) Main functional areas of a firm could include:
(i) Human resources
(ii) Marketing
(iii) Market behaviour
(iv) Product development
Human resources
(i) Provision of minimum wage. In recent years, much has been made of 'cheap labour'
and 'sweat shops'. The introduction of the minimum wage is designed to show that
companies have an ethical approach to how they treat their employees and are
prepared to pay them an acceptable amount for the work they do.
(ii) Discrimination – whether by age, gender, race or religion. It is no longer acceptable for
employers to discriminate against employees for any reason – all employees are
deemed to be equal and should not be prevented from progressing within the company
for any discriminatory reason.
Marketing
(i) Marketing campaigns should be truthful and should not claim that products or services
do something that they in fact cannot. This is why such campaigns have to be very
carefully worded to avoid repercussions under Trade Descriptions Acts etc.
(ii) Campaigns should avoid creating artificial wants. This is particularly true with children's
toys, as children are very receptive to aggressive advertising.
(iii) Do not target vulnerable groups (linked with above) or create a feeling of inferiority.
Again, this is particularly true with children and teenagers, who are very easily led by
what their peer groups have. The elderly are also vulnerable, particularly when it comes
to such things as electricity and gas charges – making false promises regarding cheaper
heating for example may cause the elderly to change companies when such action is
not necessary and may in fact be detrimental.
Market behaviour
(i) Companies should not exploit their dominant market position by charging vastly inflated
prices (this was particularly true when utilities were first privatised in the UK; also
transport companies such as railway operators which have monopolies on certain
routes).
(ii) Large companies should also avoid exploiting suppliers if these suppliers rely on large
company business for survival. Unethical behaviour could include refusing to pay a fair
price for the goods and forcing suppliers to provide goods and services at
uneconomical prices. In the past this has been a particular problem for suppliers in
developing countries providing goods and services for large companies in developed
countries.
520
Product development
(i) Companies should strive to use ethical means to develop new products – for example,
more and more cosmetics companies are not testing on animals, an idea pioneered by
such companies as The Body Shop.
(ii) Companies should be sympathetic to the potential beliefs of shareholders – for example,
there may be large blocks of shareholders who are strongly opposed to animal testing.
Managers could of course argue that if potential investors were aware that the company
tested their products on animals then they should not have purchased shares.
(iii) When developing products, be sympathetic to the public mood on certain issues – the
use of real fur is now frowned upon in many countries; dolphin-friendly tuna is now
commonplace.
(iv) Use of Fairtrade products and services – for example, Green and Blacks Fairtrade
chocolate; Marks & Spencer using Fairtrade cotton in clothing and selling Fairtrade
coffee.
3 Airline Business
Top tips. In part (a) 'advice' requires more than a numerical answer. However, the key is to realise
that the investors' required return would be the coupon rate on a new issue to ensure that it is fully
subscribed at its nominal value.
There is quite a bit of work involved in part (b) for eight marks, compared with what is required for
the same number of marks in part (c). The question does not give you the current value of debt
therefore you will have to calculate that first before you can calculate the effect on this value. One of
the more complex calculations (not the calculation itself but recognising what you have to do) is
working out the percentage effect on current value.
Remember to answer the actual requirement in part (b) – it is easy to forget to determine the
increase in the effective cost of debt capital. The current gearing ratio and the market capitalisation
of equity leads directly to an estimate of the current market value of debt and, given that the market
yield is the current coupon, its nominal value. The alteration in the company's credit rating leads to a
revised market value for this equity and at this point candidates had sufficient information to estimate
the average cost of debt capital.
Part (c) is not particularly difficult; there is not much to be done for eight marks but make sure you
relate your answer to the specific company in the scenario where you can.
(a) The appropriate coupon rate for the new debt issue should be the same as the yield for the
four-year debt, which is calculated as follows:
Yield for four-year debt= risk-free rate + credit spread
= 5.1% + 0.9% (0.9% is the 90 base point spread) = 6%
The investment bankers have suggested that at a spread of 90 base points will guarantee that
the offer will be taken up by the institutional investors. If the spread was set too high, the debt
would be issued at a premium; if it was too low then it would have to be issued at a discount
as there would not be a full take-up.
(b) Impact of new issue on the company's cost of debt and market valuation
When new debt is issued this will increase the risk of the company, resulting in a reduction in
the company's credit rate and/or an increase in the company's cost of debt.
Current amount of debt in issue
Using the company's current gearing ratio of 25%, we can calculate the current amount of
debt in issue:
521
MV of debt
Gearing =
MV of debt + MV of equity
MV of debt
0.25 =
1.2bn + MV of debt
0.25 (1.2bn + MV of debt) = MV of debt

0.25  1.2bn + 0.25MV of debt = MV of debt
0.3bn = 0.75MV of debt
MV of debt = 0.4bn
Thus the current market value of debt in issue is $0.4bn. This is actually the nominal value as
well, given that the coupon rate of 4% and the market yield (3.5% + 50 basis points) are the
same.
Effect of new debt on market value of current debt
As mentioned in part (a) above, the yield on the new debt will be 6% (5.1% + 90 basis
points). If we assume that this new debt is issued at nominal value at 6%, the market value of
existing debt will be reduced by the reduction in credit rating and the increase in yield to
4.4% (that is, original yield of 3.5% + 90 basis points).
The interest on existing debt = 0.04  $0.4bn = $0.016bn
Capital repaid = $0.40bn
Revised value =
$0.016/1.044 + $0.016/(1.044^2) + $0.416bn/(1.044^3) = $0.3956bn or $395.6m
This means that the new market value of current debt will be 98.9% (0.3956/0.4) of the
current market value.
If the new debt of $400 million is – as expected – taken up at the nominal value then total
market value of debt in issue will be:
$395.6 million + 400 million = $795.6 million
Effect of new debt on cost of debt capital
Using the yields calculated above (6% for new debt; 4.4% for existing debt), the revised cost
of debt capital can be calculated on a weighted average basis, adjusted for the effect of tax:
 400m 395.6m 
Pre-tax cost of debt =   6% +  4.4%   (1– 0.30)
 (400m + 395.6m (400m +395.6m) 
= [3.02% + 2.19%] = 5.21%
Current cost of debt = 4%
The effect of the new debt issue on cost of debt is to increase it by 1.21% pre-tax, which
becomes 0.85% (1.21%  0.7) post-tax.
What should be borne in mind is that part of this increase will be due to the longer term to
maturity (four years rather than three years).
(c) Advantages and disadvantages of debt as a method of financing
Relative lower cost of debt compared with equity
One of the advantages of debt is that, due to the tax shield on interest payments, it is a
relatively cheaper form of financing than equity (whose dividends are paid out of earnings
522
after tax). As such we would expect the higher level of gearing to lead to a fall in the
weighted average cost of capital.
Appropriate to the industry and specific assets
The company is in the airline industry where debt tends to be a more appropriate method of
finance, given that many of the assets can be sold when they are being replaced. In this case,
the company is using debt to acquire new aircraft where a secondhand market does exist.
Signalling and agency effects
Companies tend to prefer debt to equity as a method of financing. This is mainly due to the tax
shield offered by interest payments on debt. If the company increases its level of debt
financing, the market could interpret this as meaning that management believe the company is
undervalued. There is a significant agency effect arising from the legal obligation to make
interest payments. Managers are less inclined to divert money towards financing their own
incentives and perks if they know they have such legal obligations to meet.
Alteration of capital structure
One of the problems with debt financing is that it could be viewed as increasing the risk of the
company to equity holders, given that there is a legal obligation to pay interest before
dividends can be paid. As a result, investors may require a higher rate of return before they
will be tempted to invest money in the company.
4 CD
Top tips. The net cash flows are in real terms so need to be converted into nominal cash flows.
(a) Appraisal of Alternative 2

Net present value (NPV)
Year 0 1 2 3
US$m real cash flows (25.00) 2.60 3.80 4.10
US$m nominal cash flows (inflation 4% pa) (25.00) 2.70 4.11 4.61
Exchange rate 1.600 1.616 1.631 1.647
US nominal cash flows in £m (15.63) 1.67 2.52 2.80
£m real cash flows 3.70 4.20 4.60
£m nominal cash flows (inflation 3% pa) 3.81 4.46 5.03
Total nominal cash flows in £m (15.63) 5.48 6.98 7.83
9% discount factors 1 0.917 0.842 0.772
Present value £m (15.63) 5.03 5.88 6.04
NPV £m 1.32
The NPV of the project is £1.32 million positive.
Payback
Year 0 1 2 3
Cumulative cash flow £m (15.63) (10.15) (3.17) 4.66
Payback = 2 + (3.17/7.83) = 2.40 years
Discounted payback
Year 0 1 2 3
Present value £m (15.63) 5.03 5.88 6.04
Cumulative present value £m (10.60) (4.72) 1.32
Discounted payback = 2 + (4.72/6.04) = 2.78 years
523
Internal rate of return (IRR)
The IRR can be found by trial discount rates and interpolation. If the discount rate is 15%, the
NPV is £(0.43) million.
Year 0 1 2 3
15% factors 1 0.870 0.756 0.658
PV (15.63) 4.77 5.28 5.15
NPV (0.43)
By interpolation the IRR is 9% + (15% – 9%)  1.32/(1.32 + 0.43) = 13.5% pa
Modified internal rate of return (MIRR)
We can find the MIRR using the formula given in the formula sheet.
1
 PV  n
MIRR =  R  1+ re  – 1
 PVI 
Year 0 1 2 3
9% factors 1 0.917 0.842 0.772
PV (15.63) 5.03 5.88 6.04
NPV 1.32
PV (return phase – Years 1–3) = £16.95m
PV (investment phase) = £(15.63)m
 (1 + 0.09) – 1 = 12%
1/3
MIRR = (16.95m/15.63m)
(b) Project duration for Alternative 2
Present value of cash inflows = NPV + initial investment = £1.32m + £15.63m = £16.95m
Year 1 2 3
PV of cash flow 5.03 5.88 6.04
% of total PV 30% 35% 36%
Year  % 1  30% 2  35% 3  36%
= 0.3 = 0.7 = 1.08
Duration = 0.3 + 0.7 + 1.08 = 2.1 years
Alternative duration calculation:
Present value of cashin flows = NPV + initial investment = £1.32m + £15.63m = £16.95m
Year 1 2 3
PV of cash flow 5.03 5.88 6.04
Year  PV 1  5.03 2  5.88 3  6.04
5.03 11.76 18.12
Duration = (5.03 + 11.76 + 18.12)/16.95 = 2.1 years

Significance of results
On average Alternative 2 delivers value over 2.1 years. Compared with Alternative 1 this is a
good result as Alternative 1 takes over one year longer to deliver value. The longer the
duration, the more risky the project as there is greater uncertainty attached to future returns.
524
(c) Evaluation of the two alternatives

Summary of the appraisal results
Alternative 1 2
NPV at 9% £1.45m £1.32m
IRR 10.5% 13.5%
MIRR 13.2% 12.0%
Duration 3.2 years 2.1 years
Payback 2.6 years 2.40 years
Disc. payback 3.05 years 2.78 years
All other things being equal, the project to be accepted should be the one with the higher
NPV, which is Alternative 1. NPV shows the absolute amount by which the project is forecast
to increase shareholders' wealth, and is theoretically sounder than the IRR and MIRR
methods.
In this case the MIRR method backs up the NPV, but the IRR gives the opposite indication. This
'conflict' arises because IRR makes the wrong assumption about reinvestment rates;
reinvestment is assumed (in IRR) to be earning the same return as the project (as opposed to
earning the average cost of capital which is the assumption made by MIRR).
The duration of the alternatives shows that Alternative 1 is more risky as it takes longer to
recover half the present value. This is also backed up by the payback figures showing that
Alternative 1 takes longer to recover the original outlay.
Before making a decision, however, there are a number of other important factors that must be
taken into consideration.
Alternative 1
 Alternative 1 has a high risk of lowering the firm's reputation for quality and causing
confusion among the customer base. The overall effect may be to lose existing
customers but not to gain many new ones.
 It also removes the focus from the business. Marketing a wider range of products may
be more difficult than is anticipated and may stretch resources.
 Duration is longer, which might put management off, particularly if they are averse to
risk.
Alternative 2
 Alternative 2 represents a fundamental change in the nature of the business from a
niche manufacturer to a value added distributor.
 The firm may be able to add successfully its brand reputation for quality to mass
market products, but this will only be possible if the US 'flat packs' are of guaranteed
quality and consistency, and the varnishing and assembly work are carried out to a
high standard.
 The change in the nature of the firm's work may require substantial new
equipment.
 This alternative may also result in a loss of skilled workers, with the risk of lower
quality.
 However, the shorter duration of the project suggests lower financial risk to the firm,
which may be a deciding factor if management are struggling to distinguish between
the alternatives in other ways.
Given the similarity in the NPVs between the two projects, the decision will almost certainly
depend on non-financial factors.
525
5 Bournelorth
Top tips. This question requires you to think outside the confines of one chapter, which is an
important skill in AFM. You shold note that due credit is given to relevant and valid points discussed
that may not be included in this model answer.
Make sure that in part (a) you make your points as specific to the scenario as you can.
In part (b(ii)) be careful to read the question carefully – it is asking about issues such as
confidentiality and transparency that could determine the kind of information the company
communicates; not what kind of information needs to be communicated.
(a) According to traditional finance theory, Bournelorth Co's directors will wish to strive for
long-term shareholder wealth maximisation. The directors may not have been fully committed
to long-term wealth maximisation, as they seemed to have focused on the development aspects
which interested them most and left the original business mostly to others. However, now they
are likely to come under pressure from the new external shareholders to maximise shareholder
wealth and pay an acceptable level of dividend. To achieve this, it seems that Bournelorth Co
will have to commit further large sums to investment in development of diagnostic applications
(apps) in order to keep up with competitors.
Selling off the IT services business
At present the IT services business seems to be a reliable generator of significant profits.
Selling it off would very likely produce a significant cash boost now, when needed. However,
it would remove the safety net of reasonably certain income and mean that Bournelorth Co
followed a much riskier business model. The IT services business also offers a possible
gateway to reach customers who may be interested in the apps which Bournelorth Co
develops.
Rights issue
If the executive directors wish to maintain their current percentage holdings, they would have
to subscribe to 75% of the shares issued under the rights issue. Even though the shares would
be issued at a discount, the directors might well not have the personal wealth available to
subscribe fully. Previously they had to seek a listing to obtain enough funds for expansion,
even though they were reluctant to bring in external investors, and this suggests their personal
financial resources are limited.
However, the directors may need to take up the rights issue in order to ensure its success. If
they do not, it may send out a message to external investors that the directors are unwilling to
make a further commitment themselves because of the risks involved. There are also other
factors which indicate that the rights issue may not be successful. The directors did not achieve
the initial market price which they originally hoped for when Bournelorth Co was listed and
shareholders may question the need for a rights issue soon after listing.
If the executive directors do not take up all of their rights, and the rights issue is still successful,
this may have consequencesfor the operation of the business. The external shareholders would
own a greater percentage of Bournelorth Co's equity share capital and may be in a position
to reinforce the wishes of non-executive directors for improved governance and control systems
and change of behaviour by the executive directors. Possibly they may also demand
additional executive and non-executive directors, which would change the balance of power
on the board.
The level of dividend demanded by shareholders may be less predictable than the interest on
debt. One of the directors is also concerned whether the stock market is efficient or whether
the share price may be subject to behavioural factors (discussed in (c) below).
526
Debt finance
Debt providers will demand Bournelorth Co commits to paying interest and ultimately repaying
debt. This may worry the directors because of the significant uncertainties surrounding returns
from new apps. Significant debt may have restrictive covenants built in, particularly if
Bournelorth Co cannot provide much security. The directors may be faced with restrictions on
dividends, for example, which may upset external shareholders.
Uncertainties surrounding funding may also influence directors' decisions. Loan finance may
be difficult to obtain, but the amount and repayments would be fixed and could be budgeted,
whereas the success of a rights issue is uncertain.
(b) (i) The main risks connected with development work are that time and resources are
wasted on projects which do not generate sales or are not in line with corporate
strategy. Directors may choose apps which interest them rather than apps which are
best for the business. There is also the risk that projects do not deliver benefits, take too
long or are too costly. Bournelorth Co's directors' heavy involvement in development
activities may have made it easier to monitor them. However, the dangers with this are
that the directors focus too much on their own individual projects, do not consider their
projects objectively and do not step back to consider the overall picture.
The board must decide on a clear strategy for investment in development and needs to
approve major initiatives before they are undertaken. There must be proper planning
and budgeting of all initiatives and a structured approach to development. The board
must regularly review projects, comparing planned and actual expenditure and resource
usage. The board must be prepared to halt projects which are unlikely to deliver
benefits. One director should be given responsibility for monitoring overall development
activity without being directly involved in any of the work. Post-completion reviews
should be carried out when development projects have been completed.
(ii) Communication with shareholders and other important stakeholders, such as potential
customers, may be problematic. Bournelorth Co faces the general corporate governance
requirement of transparency and has to comply with the specific disclosure requirements
of its local stock market.
However, governance best practice also acknowledges that companies need to be
allowed to preserve commercial confidentiality if appropriate, and clearly it will be
relevant for Bournelorth Co. However, the less that it discloses, the less information
finance providers will have on which to base their decisions.
Another issue with disclosure is that product failures may be more visible now that
Bournelorth Co has obtained a listing and may have to include a business review in its
accounts.
(c) (i) Sewell defines behavioural finance as the influence of psychology on the behaviour of
financial practitioners and the subsequent effect on markets. Behavioural finance
suggests that individual decision making is complex and will deviate from rational
decision-making. Under rational decision-making, individual preferences will be clear
and remain stable. Individuals will make choices with the aim of maximising utility, and
adopt a rational approach for assessing outcomes.
Under behavioural finance, individuals may be more optimistic or conservative than
appears to be warranted by rational analysis. They will try to simplify complex
decisions and may make different decisions based on the same facts at different times.
527
(ii) Bournelorth Co's share price may be significantly influenced by the impact of
behavioural factors, as it is a newly listed company operating in a sector where returns
have traditionally been variable and unpredictable. The impact of behavioural factors
may be complex, and they may exert both upward and downward pressures on
Bournelorth Co's share price. Investors may, for example, compensate for not knowing
much about Bournelorth Co by anchoring, which means using information which is
irrelevant, but which they do have, to judge investment in Bournelorth Co.
The possibility of very high returns may add to the appeal of Bournelorth Co's shares.
Some investors may want the opportunity of obtaining high returns even if it is not very
likely that they will. The IT sector has also been subject to herd behaviour, notably in the
dotcom boom. The herd effect is when a large number of investors have taken the same
decision, for example to invest in a particular sector, and this influences others to
conform and take the same decision.
However, even if Bournelorth Co produces high returns for some time, the fact that it is
in a volatile sector may lead to investors selling shares before it appears to be
warranted on the evidence, on the grounds that by the laws of chance Bournelorth Co
will make a loss eventually (known as the gambler's fallacy).
Under behavioural finance, the possible volatility of Bournelorth Co's results may lead to
downward pressure on its share price for various reasons. First some investors have
regret aversion, a general bias against making a loss anyway. This, it is claimed,
means that the level of returns on equity is rather higher than the returns on debt than is
warranted by a rational view of the risk of equity.
Similarly under prospect theory, investors are more likely to choose a net outcome
which consists entirely of small gains, rather than an identical net outcome which
consists of a combination of larger gains and some losses. At present also, Bournelorth
Co does not have much of a history of results for the market to analyse. Even when it
has been listed for some time, however, another aspect of behavioural finance is
investors placing excessive weight on the most recent results.
If the market reacts very well or badly to news about Bournelorth Co, the large rise or
fall in the share price which results may also not be sustainable, but may revert back
over time.
6 Four Seasons
(a) The value of the abandonment option can be estimated by determining the value of the put
option using the Black–Scholes formula.
–rt
Call option = Pa N (d1) – Pe N (d2)e
–rt
Put option = c – Pa  Pee
where:
Value of the underlying asset (Pa) = PV of cash flows from project at the point in time when the
option is exercised. This is in five years' time so 15/20 of the projects' present value will
remain: $339m  15/20 = $254 million
Strike price (Pe) = Salvage value from abandonment = $150 million
Variance in underlying asset's value = 0.09 (standard deviation (s) = √0.09 = 0.3)
Time to expiration = Life of the project = 5 years
Risk-free rate of interest (r) = 7%
528
Value of call option
P 

ln  a  + r + 0.5s2 t
P

d1 =  e 
s t
 254 
ln
 150   
+ 0.07 + 0.50.32  5
d1 =
0.3  5
0.5267 + 0.115  5
=
0.6708
= 1.64
d2 = d1 – s t
= 1.64 – 0.3  √5
= 0.97
Using normal distribution tables:
N(d1) = 0.9495
N(d2) = 0.8340
–0.07x5
Value of call option = 254 (0.9495) – 150 (0.8340) e
= 214.17 – 88.16
= 153.01
The value of the put option can be calculated as follows:
–0.07x5
Put option = 153.01 – 254 + (150 e )
= 153.01 – 254 + 105.70
= $4.71m
The value of this abandonment option is added to the project's NPV of $89m, which gives a
total NPV with abandonment option of $93.71m.
(b) The main limitations of the Black–Scholes model are:
(i) The model is only designed for the valuation of European options.
(ii) The model assumes that there will be no transaction costs.
(iii) The model assumes knowledge of the risk-free rate of interest, and also assumes
the risk-free rate will be constant throughout the option's life.
(iv) Likewise the model also assumes accurate knowledge of the standard deviation of
returns, which is also assumed to be constant throughout the option's life.
7 Pandy
The value of the project (Pa) is $20m at year 5. We therefore have to discount this back to Year 0 to
obtain the PV.
Pa = $20m  0.567 = $11.34m
The other variables are as follows.

–rt
Pe = $20m t = 5 s = 0.25 r = 0.05 e = 0.779
529
2
d1 = [ln(11.34/20)  (0.05  0.5  0.25 )  5]/(0.25  √5)
= [–0.5674  0.40625]/0.5590
= –0.29
d2 = –0.288 – 0.5590
= –0.85
N(d1) = 0.5 – 0.1141 = 0.3859
N(d2) = 0.5 – 0.3023 = 0.1977
Option to expand = ($11.34m  0.3859) – ($20m  0.1977  0.779)
= $4.376m – $3.080m
= $1.296m
NPV of the project is now $1.296m – $0.5m = $0.796m
We now can see the value of the real options approach. Here a project was originally showing a
negative NPV (of $0.5m) and would therefore be rejected. However by valuing a real option
associated with the project we can see that the project can be justified and now shows a positive
NPV.
8 Novoroast
Top tips. Points to note in the calculations are:
 The treatment of working capital (the increase is included each year and the whole amount
released at the end of the period)
 The use of purchasing power parity to calculate exchange rates
 The additional UK tax (calculated on taxable profits, not on cash flows)
 The use of the existing weighted average cost of capital (WACC) (as the company is still
manufacturing the same products)
The discussion should include problems with the assumptions, and the limitations of only taking five
years' worth of cash flows. You also need to consider the risks and long-term opportunities of
investing in South America.
(a) To: Board of Directors of Novoroast plc

From: Strategic Financial Consultant
Date:
Proposed investment in South American manufacturing subsidiary
1 Introduction
The proposed investment has been triggered by the imposition of a very high import
tariff (40%) in the South American country. The effect of this tariff is that all sales from
the UK to this country will be lost (10% of total UK sales). This loss of UK sales will occur
whether or not the proposed investment is made, and has therefore been omitted from
the financial evaluation which follows.
2 Financial evaluation
A financial evaluation of the investment, based on discounting the sterling value of
incremental cash flows at the company's WACC, shows a negative NPV of
£610,000, indicating that the investment is not expected to show high enough returns
over the 5-year time horizon to compensate for the risk involved. Calculations are
followed by workings and assumptions.
530
Year 0 1 2 3 4 5
Profit and cash flow – peso million
Total contribution (W1) 5.80 44.20 92.82 97.04 100.92
Fixed costs (per year inflation increases) (12.00) (14.40) (16.56) (19.04) (21.90)
Tax-allowable depreciation (12.00) (12.00) (12.00) (12.00) (12.00)
Taxable profit (18.20) 17.80 64.26 66.00 67.02
Tax: from Year 4 only at 25% (16.50) (16.76)
Add back depreciation 12.00 12.00 12.00 12.00 12.00
Net after-tax cash flow from operations (6.20) 29.80 76.26 61.50 62.26
Investment cash flows
Land and buildings (W3) (50) 104.94
Plant and machinery (less 10% govt. grant) (54)
Working capital (W4) (20) (29.00) (7.35) (8.45) (9.72) 74.52
Cash remittable from/to UK (124) (35.20) 22.45 67.81 51.78 241.72
Exchange rate P/£ (W2) 13.421 15.636 17.290 19.119 21.141 23.377
UK cash flows (£m)
Cash remittable (9.24) (2.25) 1.30 3.55 2.45 10.34
Contribution from sale of chips (£3 per unit) 0.02 0.18 0.36 0.36 0.36
Tax on chips contribution at 30% (0.01) (0.05) (0.11) (0.11) (0.11)
Additional UK tax at 5% on S. Am. profits (0.16) (0.14)
Net cash flow in £m (9.24) (2.24) 1.43 3.80 2.54 10.45
14% (W5) discount factors 1 0.877 0.769 0.675 0.592 0.519
Present value £m (9.24) (1.96) 1.10 2.57 1.50 5.42
NPV (£610,000)
Workings
1 Year 0 1 2 3 4 5
Contribution per unit
Sales price (10% increases – pesos) 1,450.0 1,595.0 1,754.5 1,930.0 2,123.0
Variable cost per unit in pesos
(previous year inflation increases) 600.0 720.0 828.0 952.2 1,095.0
Chip cost per unit
(£8 converted to pesos – W2) 125.1 138.3 153.0 169.1 187.0
Contribution per unit (pesos) 724.9 736.7 773.5 808.7 841.0
Sales volume ('000 units) 8 60 120 120 120
2 Prediction of future exchange rates

Future exchange rates have been predicted from expected inflation rates, on the
principle of purchasing power parity theory, eg Year 1 exchange rate = 13.421 
1.20/1.03 = 15.636 etc.
Inflation
UK S.Am. Exchange rate
Spot 13.421
Year 1 3% 20% 15.636 (13.421  1.2/1.03)
Year 2 4% 15% 17.290 (15.636  1.15/1.04)
Year 3 4% 15% 19.119 (17.290  1.15/1.04)
Year 4 4% 15% 21.141 (19.119  1.15/1.04)
Year 5 4% 15% 23.377 (21.141  1.15/1.04)
531
3 Land and buildings
Value after five years = P50m  1.2  1.15 = P104.94m. It is assumed no tax is
4
payable on the capital gain.

4 Working capital
Value of working capital increases in line with inflation each year. The relevant cash
flow is the difference between the values from year to year. Working capital is assumed
to be released at the end of Year 5.
End of year 0 1 2 3 4 5
Local inflation 20% 15% 15% 15%
Value of Year 0 investment 20 24 27.60 31.74 36.50 0.00
Year 1 investment 25 28.75 33.06 38.02 0.00
Cumulative investment 20 49 56.35 64.80 74.52 0.00
Incremental cash flow (20) (29) (7.35) (8.45) (9.72) 74.52
5 Discount rate
The company's WACC has been used as a discount rate, on the grounds that overall
risk to investors is not expected to change as a result of this investment.
From the CAPM, ke = 6% + (14% – 6%)1.25 = 16%.
kd = 6% + (14% – 6%)0.225 = 7.8% pre-tax. After-tax rate = 7.8%(1 – 0.3) = 5.46%.
Market values: Equity: 200m  £4.10 = £820m. Debt: £180m  800/1,000 = £144m.
Total = £964m.
WACC = 16%  820/964 + 5.46%  144/964 = 14.42%.
The discount rate will be rounded to 14% for the calculation.
6 Limitations of the analysis
The calculations are based on many assumptions and estimates concerning future cash
flows. For example:
(i) Purchasing power parity, used to estimate exchange rates, is only a 'broad-
brush' theory; many other factors are likely to affect exchange rates and could
increase the risk of the project.
(ii) Estimates of inflation, used to estimate costs and exchange rates in the
calculations, are subject to high inaccuracies.
(iii) Assumptions about future tax rates and the restrictions on price increases may
be incorrect.
(iv) Cash flows beyond the five-year time horizon may be crucial in determining the
viability or otherwise of the project; economic values of the operational assets at
Year 5 may be a lot higher than the residual values included in the calculation.
The calculations show only the medium-term financial implications of the project. Non-
financial factors and potentially important strategic issues have not been addressed.
7 Other relevant information
In order to get a more realistic view of the overall impact of the project, a strategic
analysis needs to be carried out assessing the long-term plans for the company's
products and markets. For example, the long-term potential growth of the South
American market may be of greater significance than the medium-term problems of
price controls and inflation. On the other hand, it may be of more importance to the
532
company to increase its product range to existing customers in Europe. There may
also be further opportunities in other countries or regions.
Before deciding whether to invest in the South American country, the company should
commission an evaluation of the economic, political and ethical environment.
Political risks include the likelihood of imposition of exchange controls, prohibition of
remittances, or confiscation of assets.
The value of this project may be higher than is immediately obvious if it opens up
longer-term opportunities in South American markets. Option pricing theory can be used
to value these opportunities.
As regards the existing financial estimates, the uncertainties surrounding the cash
flows can be quantified and understood better by carrying out sensitivity analysis,
which may be used to show how the final result varies with changes in the estimates
used.
8 Conclusion
On the basis of the evaluation carried out so far, the project is not worthwhile.
However, other opportunities not yet quantified may influence the final decision.
9 PMU
Top tips. The question is asking for benefits and disadvantages of entering into a joint venture
rather than setting up independently. It is not asking you to discuss whether or not PMU should move
into this market (Kantaka). If you enter into such discussions you will gain no credit.
Make sure your answer is balanced. You are given no indication in the question about the number of
marks available for each element of the requirement – it is up to you to address the issues that arise
in the scenario. Don't just provide a list of benefits and disadvantages – at this level you are
expected to expand each issue and provide potential ways in which disadvantages can be dealt
with.
Don't forget to suggest additional information that is required before a final decision can be made.
Easy marks. Even without detailed knowledge of joint ventures, the scenario is sufficiently detailed
for you to pick out a number of points that will earn marks.
(a) Benefits and disadvantages of PMU entering into a joint venture

Benefits of joint venture
A joint venture with a local partner would give PMU relatively low cost access to an
overseas market. The Kantaka Government is offering tax concessions to companies bringing
FDI into the country and PMU would benefit further by having to borrow less money if it
entered into a joint venture.
Given that PMU has no experience of overseas investment and doing business in foreign
countries, having a joint venture partner would be beneficial. Such a partner could assist with
such issues as marketing, cultural and language issues and dealing with
government restrictions and bureaucracy.
A joint venture partner could also give easier access to capital markets which would
reduce any foreign currency risk for PMU. If its investment is funded in Rosinante currency
but fee income is in Kantaka currency, this will result in long-term foreign currency risk
exposure. We have been told that the Kantaka currency has been depreciating against other
currencies over the past two years. If this continues the fee income will be worth less when
converted into Rosinante currency and could lead to a shortfall in funds available to cover the
cost of the investment borrowings.
533
A joint venture would give PMU the chance to share costs with the local partner. Academic
institutions already exist in Kantaka which would eliminate the need to source new premises
and a whole new team to run the degree programmes.
Disadvantages of joint venture
The most significant problem with entering into a joint venture for PMU is the potential effects
on reputation. PMU is a member of the prestigious Holly League and is world-renowned as
being of the highest quality. The Kantaka Government has a history of being reluctant to
approve degrees from overseas institutions that enter into joint ventures with local partners and
those who do graduate with such degrees have been unable to seek employment in national
or local government or nationalised organisations. In addition, degree programmes emerging
from joint ventures are not held in high regard by Kantaka's population.
With this in mind, PMU could suffer from negative publicity if it chooses a poor academic
institution with which to have a joint venture. It will have to carry out significant research into
potential partners before making a decision. The academic institution chosen should ideally
have a high reputation for quality teaching and qualifications to protect PMU's own
reputation. It may also be worthwhile for PMU to meet with the Kantaka Government to try to
obtain a commitment from the Government to back its degree programmes. All such efforts
take time but it is important to do sufficient groundwork before making such a major
commitment. PMU should also determine whether the Government will recognise its degrees if
it sets up on its own rather than entering into a joint venture.
PMU should also be mindful of the potential impact on the quality of its degree programmes.
We are told that the teaching and learning methods used in Kantaka's educational institutions
are very different to the innovative methods used by PMU (which are instrumental in its
academic success). In addition, students will have certain very high expectations of the
quality of infrastructure, such as IT facilities, halls of residence and lecture halls. Any joint
venture partner should be able to adapt to match such expectations. Existing staff will require
sufficient training to ensure that teaching quality is not compromised. As far as possible,
Kantaka students should have the same overall experience that PMU's home-based students in
Rosinante enjoy. This may require a higher proportion of Rosinante staff being brought in
initially until local staff acquire the necessary skills.
Cultural differences present major challenges to businesses setting up overseas. Steps
should be taken to minimise such differences between local staff and expats from Rosinante.
We have been told about the differences in teaching and learning methods – there are also
differences in attitudes towards research, a major activity in Holly League universities. PMU
will have to put strategies in place to deal with these and other cultural differences and ensure
the availability of programmes to help expat staff settle into a new country. At all costs, a
'them and us' culture should be avoided as this will create resentment and alienation of local
staff. One idea might be to encourage staff exchange programmes to expose both sets
of staff to each other's cultures.
Joint ventures can restrict managerial freedom of actions as opinions of both sets of
managers may differ. It is important that PMU listens to the opinions of the joint venture
partner regardless of how different these may be to the underlying principles of its own
managers. Clear guidelines should be developed regarding the aims and objectives of the
joint venture and both sets of managers should be involved in the decision-making process.
It is important that PMU considers government restrictions on such factors as visas for key
staff from Rosinante, proportion of total staff that has to be made up of local employees and
repatriation of funds from Kantaka to Rosinante. A meeting with government officials is
essential to clarify such issues.
Legal issues must be addressed properly and with due care and attention. Terms and
conditions of the joint venture, roles and responsibilities of both parties, profit sharing
534
percentages and ownership percentages must all be discussed by legal representatives of both
sides of the contract.
Other information required
 Will tax concessions be lost if PMU decides to 'go it alone' rather than enter into a joint
venture? If so the impact on funding required will have to be determined.
 What government restrictions might be imposed on repatriation of funds and visas for
key staff?
 Outcome of discussions with the Kantaka Government regarding whether it will
recognise PMU degrees and thus allow graduates to gain employment in government
and nationalised industries.
 Outcome of research into the availability of potential joint venture partners that will fulfil
students' expectations regarding infrastructure, facilities and teaching methods.
 What is the likelihood of PMU's degrees being recognised by Kantaka's own people?
 Will PMU be able to raise funds locally to finance the venture, thus reducing exposure
to foreign currency risk?
 Will local staff be willing to undergo training in PMU's teaching and learning methods
and to what extent is this likely to breed resentment?
 Will PMU be able to source experts in Kantaka to help set up the venture if it decides to
'go it alone'?
(b) There are a number of ways PMU could deal with the issue of blocked funds:
(i) PMU could sell goods or services to the subsidiary and obtain payment. This could be
for course materials or teaching staff supplied. The amount of this payment would
depend on the volume of sales and also on the transfer price for the sales.
(ii) PMU could charge a royalty on the courses that the subsidiary runs. The size of the
royalty could be adjusted to suit the wishes of PMU's management.
(iii) PMU could make a loan to a subsidiary at a high interest rate, which would improve
PMU's company's profits at the expense of the subsidiary's profits.
(iv) Management charges may be levied by PMU for costs incurred in the management of
international operations.
(v) The subsidiary could make a loan, equal to the required dividend remittance to PMU.
10 Tampem
Top tips. The key elements of the NPV calculation are the tax allowable depreciation and the
capital asset pricing model (CAPM) based cost of capital. You would not have scored well on the
APV calculation if you didn't calculate the ungeared cost of equity.
The tax shield on debt has been discounted at the cost of debt of 8% but the risk-free rate could have
been used.
In part (b) a key point with NPV is that it assumes that risks will stay the same when investments are
undertaken, although a key aim of major investments may be to change the risk profile of the
company. APV takes into account the changes in financial risk.
535
(a) Expected NPV
The NPV is found by discounting at the weighted average cost of capital, calculated as
follows:
Cost of equity
Using CAPM
Ke = rf + [E(rm) – rf]
= 4 + (10 – 4) 1.5 = 13%

Cost of debt
After-tax cost of debt = 8(1 – 0.3)
= 5.6%
Weighted average cost of capital (WACC)
Gearing after the investment has been financed is expected to be E = 0.6, D = 0.4
E D
WACC = Keg +Kd(1– t)
E +D E +D
= 13(0.6) + 5.6(0.4)
= 10.04%, say 10%
Tax allowable depreciation (TAD)
These are on the $4.4 million part of the investment that is non-current assets (not working
capital or issue costs).
TAD
Year Value at start of year 25%
$'000 $'000
1 4,400 1,100
2 3,300 825
3 2,475 619
4 1,856 464
Year 0 1 2 3 4
$'000 $'000 $'000 $'000 $'000
Pre-tax operating cash flows 1,250 1,400 1,600 1,800
TAD (1,100) 825 619 464
Taxable profit 150 575 981 1,336
Tax @ 30% (45) (172) (294) (401)
Add back TAD 1,100 825 619 464
Investment cost (5,000)
Issue costs (400)
After-tax realisable value 1,500
Net cash flows (5,400) 1,205 1,228 1,306 2,899
Discount factor 10% 1.000 0.909 0.826 0.751 0.683
Present values (PV) (5,400) 1,095 1,014 981 1,980
The expected NPV is $(330,000)
536
MIRR (using the formula provided on the formula sheet)

1/ n
 PV 
MIRR =  r 
 PVi 
 
 1+re – 1
Where PVr = PV of return phase and PVi = PV of investment phase

PVi = $5,400,000
The project NPV is ($330,000) so PVr = $5,400,000 – $330,000 = $5,070,000.

1/ 4
 5,070,000 
Using the formula, MIRR =    1+ 0.1 – 1 = 0.083 or 8.3%
 5, 400,000 
Expected APV
To calculate the base case NPV, the investment cash flows are discounted at the ungeared
cost of equity, assuming the corporate debt is risk free (and has a beta of zero):
E
a = e
E+D(1– t)
1
= 1.5  = 0.882
1+1(1– 0.3)
The ungeared cost of equity can now be estimated using the CAPM:
Keu = rf + [E(rm) – rf]
= 4 + (10 – 4)  0.882
= 9.29% (say, approximately 9%)
Year 0 1 2 3 4
$'000 $'000 $'000 $'000 $'000
Net cash flows (5,000) 1,205 1,228 1,306 2,899
Discount factor 9% 1.000 0.917 0.842 0.772 0.708
Present values (5,000) 1,105 1,034 1,008 2,052
The expected base case NPV is $199,000.
Financing side effects
Issue costs
$400,000; because they are treated as a side effect they are not included in this NPV
calculation.
Present value of tax shield
Debt capacity of project = $5.4m  50% = $2.7m
Annual tax savings on debt interest = $2.7m × 8%  30% = $64,800
PV of tax savings for four years, discounted at the required return on debt of 8%, is 64,800 
3.312 = $214,618.
$'000
APV
Base case NPV 199
Tax relief on debt interest 215
Issue costs (400)
14
537
The APV is $14,000.
(b) Validity of the views of the two managers
Manager A
Manager A believes that the NPV method should be used, on the basis that the NPV of a
project will be reflected in an equivalent increase in the company's share price.
However, even if the market is efficient, this is only likely to be true if:
 The financing used does not create a significant change in gearing
 The project is small relative to the size of the company
 The project risk is the same as the company's average operating risk
The manager is correct that the NPV method is quicker than the MIRR (although this is only
marginal) and APV methods. The main advantage of NPV over MIRR is that it gives an
absolute measure of the increase in shareholder wealth.
Manager B
Manager B prefers the APV method, in which the cash flows are discounted at the
ungeared cost of equity for the project, and the resulting NPV is then adjusted for financing
side effects such as issue costs and the tax shield on debt interest. The main problem with the
APV method is the estimation of the various financing side effects and the discount
rates used to appraise them. For example in the calculation the risk-free rate could have been
used to discount the tax effect which would have produced a different result.
Problems with both viewpoints
Both NPV and APV methods rely on the restrictive assumptions about capital markets which
are made in the CAPM and in the theories of capital structure. The figures used in the
CAPM (risk-free rate, market rate and betas) can be difficult to determine. Business risks
are assumed to be constant.
None of the methods considered attempt to value the possible real options for abandonment
or further investment which may be associated with the project and could generate additional
shareholder wealth. It is important to factor in these options to the initial evaluation of the
project to ensure the correct decision is made.
11 Levante
Top tips. The 'financial implications' really means whether the company will be better or worse off
using each of the available alternatives. There are two main payments that companies make with
bonds – annual interest and redemption. You should therefore focus on these payments when
considering the financial implications.
(a) Spot yield rates based on A credit rating

Year
1 3.2% + 0.65% = 3.85%
2 3.7% + 0.76% = 4.46%
3 4.2% + 0.87% = 5.07%
4 4.8% + 1% = 5.8%
5 5.0% + 1.12% = 6.12%
538
Bond value (A rating) – to be redeemed in three years' time

Year
–1
1 $4  1.0385 = 3.852
–2
2 $4  1.0446 = 3.666
-3
3 $104  1.0507 = 89.660
97.178 per $100
Current price (AA rating) = $98.71 per $100

Fall in price due to drop in rating = (98.71 – 97.178)/98.71  100 = 1.55%
(b) Financial implications of each of the two options
(i) Value of 5% bond
Spot rates applicable to Levante Co are those calculated above:
Year
1 3.85%
2 4.46%
3 5.07%
4 5.80%
5 6.12%
Value of 5% fixed coupon bond
Year
–1
1 5  1.0385 4.815
–2
2 5  1.0446 4.582
–3
3 5  1.0507 4.311
–4
4 5  1.0580 3.991
–5
5 105  1.0612 78.019
Total value 95.718
This means that the bond would have to be issued at a discount if a 5% coupon was
offered.
(ii) New coupon rate for bond valued at $100 by the market
As a 5% coupon means that the bond would have to be issued at a discount, a higher
coupon must be offered. The coupon rate can be calculated by finding the yield to
maturity of the 5% bond discounted at the yield curve given above. This will then be the
coupon of the new bond to ensure the face value is $100.
–1 –2 –3 –4
$5  (1 + YTM) + $5  (1 + YTM) + $5  (1 + YTM) + $5  (1 + YTM) + $105 
–5
(1 + YTM)
= $95.718
We solve this equation by trial and error – it doesn't have to work out exactly but we
are looking for a coupon rate that will be close to $95.718.
539
If we try 6%, we obtain a result of $95.78 which is close enough to the target of
$95.718.
This means that if the coupon payment is $6 per $100 (6%) the market value of the
bond will be equal to the face value of $100.
$6  1.06-1 + $6  1.06-2 + $6  1.06-3 + $6  1.06-4 + $106  1.06-5 = $100
Advice to directors
If a coupon of 5% was chosen then the bond would be issued at a discount of
approximately 4.28%. To raise $150 million the company would have to issue
($150 million/95.718) $156,710,337 of bonds in terms of their nominal value. When
the bonds come to be redeemed in 5 years' time, Levante will have to pay an additional
$6,710,337 to redeem these bonds.
However, a lower coupon rate will mean that interest payments each year will fall.
Issuing $150 million at 6% would mean that annual interest payments would be
$9 million (6% of $150 million). In comparison, issuing $156,710,337 of bonds at 5%
is an annual interest payment of $7,835,517 which lower by $1,164,483.
The choice depends on whether the directors feel that that project's profit will be
sufficient to cover the additional redemption charges in five years' time. If they are
reasonably confident that profits will be sufficient then they should choose the lower
coupon rate bond. If they wish to spread the cost rather than paying it in one lump sum
then the higher coupon rate should be chosen.
12 Mercury Training
Top tips. In part (a), the asset beta of Mercury is calculated using the revenue weightings from
Jupiter and the financial services sector. This is quite a tough section for eight marks and it is
important to show all your workings to ensure you gain as many marks as possible.
Part (b) requires the use of the dividend valuation model to calculate share price at the higher end of
the range of possible prices. There are three possible growth rates that could be used. You should
recognise that the historic earnings growth rate actually exceeds the cost of equity capital and
therefore cannot be sustained in the long run.
Part (c) requires knowledge of the advantages and disadvantages of public listings and private
equity finance. Remember to make it relevant to the scenario where possible.
(a) Step 1
Ungear beta of Jupiter and financial services sector
Ve
a = g
Ve + Vd (1– T)
88
Jupiter = 1.5  = 1.3865
88 + (12  0.6)
75
FS sector = 0.9  = 0.75
75 + (25  0.6)
Step 2
Calculate average asset beta for Mercury
a = (0.67  1.3865) + (0.33  0.75) = 1.175
540
Step 3
Regear Mercury's beta
Ve
a = e 
Ve + Vd (1– T)
70
1.175 = e 
70 + 30(1– 0.4)
1.175 = e  0.795
e = 1.48
Step 4
Calculate cost of equity capital and WACC
Using CAPM:
Cost of equity capital = Rf + i(E(rm) – Rf) = 4.5 + 1.48  3.5 = 9.68%
 V   V 
WACC =  e k +  d  k (1 – T)
 Ve + V 
e d
 Ve + Vd   d
= (0.7  0.0968) + (0.3  [0.045 + 0.025])  0.6
= 8.04%
Where kd = risk-free rate (4.5%) + premium on risk-free rate (2.5%)
When to use cost of equity and WACC

Cost of equity is the rate of return required by the company's ordinary shareholders. The
return includes a risk-free rate (to reflect that investors are rational) and a risk premium
(to reflect that investors are risk averse). Cost of equity is used to value income streams to the
shareholders (that is, dividends or free cash flow to equity).
WACC is the average cost of capital of the business and is based on the company's level of
gearing. WACC is used to value income streams to the business as a whole ie free cash
flow (for example, it is used as the discount rate to appraise potential investments).
(b) Range of likely issue prices
Lower range of issue price will be the net assets at fair value divided by the number of
shares
= $65 million/10 million shares
= $6.50 per share
Upper range – use dividend valuation model
Three possible earnings rates:
(i) Historical earnings growth rate of 12% is greater than the cost of equity capital,
therefore cannot be sustained in the long run
(ii) The weighted anticipated growth rate of the two business sectors in which
Mercury operates (0.67  6% + 0.33  4% = 5.34%)
(iii) The rate implied from the firm's reinvestment (9.68% – see part (a) Step 4
above)
541
(100 - 25)
g = bre =  0.0968 = 7.26%
100
Either growth rate can be used, but here the higher of the two feasible rates – that is, 7.26% –
is used to calculate the higher issue price
d0 (1+ g)
P0 =
(k e – g)
25(1+ 0.0726)
P0 = = $11.08 per share
(0.0968 – 0.0726)
If the company was floated, the higher price above (which is based on a minority
shareholding earning a dividend from the shares) could be achieved. This implies that a
portion of the equity and effective control is retained. Private equity investors are
likely to be willing to pay a premium for the benefits of control (control premium) – often as
much as 30%–50% of the share price. In this case negotiations may start at a share price of
$16.62 ($11.08  1.5).
(c) To: Directors of Mercury Training
From: Treasury department
Subject: Public listing versus private equity finance
As you are currently considering either a flotation or an outright sale of Mercury Training, I
would like to outline the relative advantages and disadvantages of a public listing versus
private equity finance.
Public listing
This is the traditional method of raising finance by firms which have reached a certain size.
Where a public listing is sought, owners will be looking to release their equity stake in
the firm (either partially or in total). A public listing gives the company access to a wider
pool of finance and makes it easier to grow by acquisition. As owners, you will be able to
release your holding and use the money to fund other projects.
However, public listings lead to the company being subject to increased scrutiny,
accountability and regulation. There are greater legal requirements and the
company will also be required to adhere to the rules of the stock exchange.
Obtaining a public listing is expensive – for example brokerage commission and
underwriting fees.
New investors may have more exacting requirements and different ideas of how the
business should progress. This may put additional strain on the directors responsible for the
company's overall strategy.
Private equity
Private equity finance is raised via venture capital companies or private equity
businesses. There are fewer regulatory restrictions attached to private equity finance
than there are to public listings. The cost of accessing private equity finance is lower and in
certain jurisdictions there are favourable tax advantages to private equity investors.
Directors of a company seeking private equity finance must realise however that the financial
institution will require an equity stake in the company. The directors responsible for the
overall company strategy will still be subject to considerable scrutiny as the finance
providers may want to have a representative appointed to the company's board to look
after their interests. They may even require the appointment of an independent director.
Private equity providers will need to be convinced that the company can continue its
business operations successfully, otherwise there will be no incentive to invest.
I hope this information is useful but please contact me if you wish to discuss further.
542
13 Kodiak Company
Top tips. In part (a), layout is very important, not just to make things clear for the marker, but also
for you to ensure that no figures are missed. There are numerous workings involved in this part of the
question therefore you need to be able to keep track of where figures are coming from. Remember
that cash flow statements never include depreciation so ensure you account for this when calculating
the free cash flow to equity. Make sure you answer the question – you are asked for the free cash
flow to equity so you will have to deduct any new investment in non-current assets.
Part (b) is straightforward if you can remember the formula but remember to show your workings.
Part (c) is testing your understanding of how estimates can affect the valuation figure. Two of the
more important figures are growth rates and required rate of return so make sure you comment on
those. There are several other factors you can comment on but remember this part is only worth six
marks so don't get carried away!
Easy marks. The calculations in part (a) should be quite straightforward and you should be
expecting to gain all, or almost all, of the available marks. As mentioned above, part (b) is also quite
straightforward if you remember the formula for calculating terminal value.
(a)
$'000 $'000 $'000
Revenue (9% growth per annum) 5,450 5,941 6,476
Cost of sales (9% growth per annum) (3,270) (3,564) (3,885)
Gross profit 2,180 2,377 2,591
Other operating costs (W1) (2,013) (2,160) (2,318)
Operating profit 167 217 273
Add depreciation (W2) 135 144 155
Less incremental working capital (W3) (20) (22) (24)
Less interest (74) (74) (74)
Less taxation (W4) (15) (28) (43)
193 237 287
Less new additions to non-current assets (W2) (79) (95) (114)
Free cash flow to equity 114 142 173
Workings
1 Operating costs
$'000 $'000 $'000
Variable costs (9% growth per annum) 818 892 972
Fixed costs (6% growth per annum) 1,060 1,124 1,191
Depreciation (10%) (Working 2) 135 144 155
Total operating costs 2,013 2,160 2,318
2 Depreciation and non-current assets

$'000 $'000 $'000
Non-current assets at start of year 1,266 1,345 1,440
Additions (20% growth) 79 95 114
Non-current assets at end of year 1,345 1,440 1,554
Depreciation (10%) 135 144 155
543
3 Working capital
$'000 $'000 $'000
Working capital requirements (9% growth pa) 240 262 286
Incremental working capital (240 – 220) (262 – 240) (286 – 262)
= 20 = 22 = 24
Note that the working capital figure excludes cash, therefore the current (Year 0)
working capital figure is $270,000 – $50,000 = $220,000.
4 Taxation
$'000 $'000 $'000
Charged on previous year's profit after interest
Given in question 15
Previous year's operating profit (from
projected statement of profit or loss) 167 217
Interest (74) (74)
Profit before tax 93 143
Tax at 30% 28 43
(b) Value of business using free cash flow to equity and terminal value
$'000 $'000 $'000
Free cash flow to equity (from (a)) 114 142 173
Terminal value (Working) 2,546
Total 2,719
Discount factor (10%) 0.909 0.826 0.751
Present value 104 117 2,042
Value of the business = $2,263,000
Working: Terminal value
FCFN 1+ g
Terminal value =
k–g
where g = growth rate

k = required rate of return
173 1+ 0.03

Terminal value = = $2,546
0.10 – 0.03
(c) Assumptions and uncertainties within the valuation
Whilst the valuation of the business is a useful estimate, it should be treated with caution as it
is subject to certain assumptions.
Rate of return
The rate of return of 10% is assumed to fairly reflect the required market rate of return for
a business of this type, which compensates you for the business risk to which you are exposed.
Whilst the required return for an investment held in a widely diversified portfolio should only
compensate you for market risk, if you hold the same investment individually you may
expect a higher return due to your increased exposure to risk.
544
Growth rates
The growth rate applied to terminal value is assumed to be certain into the indefinite future.
In the case of a three-year projection this is unlikely to be the case, due to unexpected
economic conditions and the type of business. In order to reduce the effects of such
uncertainties, different growth rates could be applied to the calculations to determine business
valuation in a variety of scenarios.
Interest rates and tax rates
Similar to the growth rate, it has been assumed that interest rates and tax rates will remain
unchanged during the three-year period. If economic conditions suggest that changes may
take place revised calculations could reflect different possible rates to update the estimate of
business valuation.
Costs, revenues and non-current assets
It has been assumed that the figures used for these factors are certain and that the business is
a going concern. It may be worth investigating the potential variability of these factors
and the range of values that may result for such variability. Changes in estimates will obviously
affect operating profit and projected cash flows, which in turn will affect the estimated value of
the business.
14 Saturn Systems
Top tips. This is a relatively straightforward question if you can identify the issues involved.
Requirement (b) is divided neatly into three types of issues so deal with each type under a separate
heading to make it easy for the marker to identify your points.
The solution given relates to the UK City Code but you can refer to your own country's codes instead
and still gain the available marks.
Make sure you relate your answer to the specific scenario and do not just write everything you know
about takeover and acquisition regulations.
Easy marks. Part (a) is a fairly straightforward discussion. Also it should have been easy to identify
that the financial risk of Saturn could change if more debt was introduced into the capital structure to
fund the acquisition of Pluto.
(a) Advantages of growth by acquisition

Acquiring an existing company is a speedier method of entering a new business than
setting up a project using internal resources, because an acquired business will already have
customers and, hopefully, goodwill. An acquisition may also effectively eliminate a
competitor and may allow higher profitability. Other advantages may come from the
combination of complementary resources of the acquiring and acquired companies.
Also, because Pluto is a major supplier of Saturn, the acquisition will help to secure
Saturn's supply chain and could help reduce costs, which can be important in a competitive
industry such as telecommunications. The acquisition could also mean that competitors are
forced to seek alternative and perhaps lower quality suppliers.
Problems of growth by acquisition
Frequently, a significant premium must be paid in order to encourage existing
shareholders to sell, or to outbid, a rival. This may make it difficult to show a respectable
return on the cost of the acquisition.
545
The acquired company may not produce the exact product or service that the acquirer
needs, or may need significant investment before it conforms to quality requirements.
Management problems are also quite common, particularly when the acquiring and
acquired companies have different organisational cultures. Disputes may cause the loss of
key staff members, resulting in reduced quality or even in the establishment of competing
businesses.
(b) There are several regulatory, financial and ethical issues that must be
considered if Saturn Systems wants to make a bid for Pluto Ltd.
Regulatory issues
As a large listed company we have an obligation to ensure that any remarks made in the
public domain will not mislead investors. The City Code in the UK requires the maintenance
of absolute secrecy prior to an announcement being made. This requirement falls on the
person or persons who hold confidential information (particularly information that might
affect share price) and every effort should be made to prevent accidental disclosure of
such information.
The City Code specifically states that a false market must not be created in the shares
of the 'target' company. The remarks made last night no doubt contributed to the 15% rise in
Pluto's share price. In accordance with the City Code, Saturn Systems will be expected to
make a statement of intention in the light of the effect of the remarks at the dinner.
If it is stated that Saturn Systems are not interested in making a bid, it will not be able to make
another bid for six months, unless Pluto's board recommends a bid that might be made
by Saturn Systems. Another way in which this restriction could be waived is if another offer is
made by a third party.
Financial issues
Saturn Systems are in a strong financial position at the moment which may be one of the
reasons the market interpreted the remarks as being significant. The 15% increase in Pluto's
share price indicates that the market now sees Pluto as being a target for takeover and
that Saturn may be interested in buying the company.
One problem is that Saturn Systems is only in the early stages of investigating Pluto and has
not yet conducted a due diligence study. It does not know what the company is worth as a
valuation has not yet taken place. As the remarks apparently contributed to a 15% increase in
share price, Saturn Systems will now have to pay more for Pluto if it decides to make a bid.
This could affect the financial position as it may be unable to raise the extra finance required
to cover the additional cost.
As well as the issues above, there is the likelihood of the extra debt affecting the financial
risk profile. The acquisition of Pluto could also affect the business risk exposure. As a
result, Saturn Systems cannot value Pluto without revaluing the existing business. If Pluto's value
exceeds the increase in Saturn's value if the acquisition took place, it should not proceed with
the purchase.
Ethical issues
There is now a dilemma of how to proceed. Saturn Systems has made no secret of the fact that
it wants to growth by acquisition rather than organically therefore it would not be ethical to
deny any interest in Pluto. It was one of four potential targets discussed at the last board
meeting and investigations have been conducted into the company as well as reviewing the
steps necessary to raise the finance for acquisition. In order to maintain its commitment to
transparency of information, it is recommended that Saturn Systems clarifies its intentions.
546
(c) Proposed course of action

Saturn Systems should release a statement to clarify the position regarding Pluto. It should
confirm that it is looking into the possibility of an acquisition of Pluto but make it clear that the
board has decided not to make a bid at this time. However, it should be made clear that
Saturn Systems reserves the right to make a bid or take any action that would otherwise
be prohibited under the six-month rule should Pluto's board agree to an acquisition or if
any other company announced its intention to make an offer. This means Saturn Systems still
has the chance to complete its investigations and develop a bid proposal before entering into
negotiations with Pluto's board.
15 Gasco
Top tips. This case study is a welcome change to most 'general questions' on mergers and
takeovers, as it provides a lot of detail for use as illustrations of synergy, stakeholder expectations
and post-merger problems. You should state the general principles involved and illustrate them with
examples drawn from the question.
(a) There is frequently a mix of good and bad reasons behind a takeover bid. Among the good
reasons, the most significant is the possibility of creating synergy, which means that the
value of cash flows from the combined business is higher than the value of cash flows from the
two individual businesses. Although CarCare and Gasco are in different market sectors, there
are a number of areas which may generate synergy.
(i) Elimination of duplicated resources. The most obvious areas are the marketing
systems, the call centre systems and local offices and training facilities for mobile
repair/emergency staff. Head office overheads may also be reduced.
(ii) Cross-selling. Opportunities exist to cross-sell products to customers on the other
company's database.
(iii) Building a critical mass for non-core business. This might apply to the financial
services areas of both businesses. The credit card and insurance businesses may gain
from a combined brand name.
(iv) Reduction in the risk of the company's cash flow profile. CarCare receives
membership subscriptions in advance, whereas Gasco's customers will pay mainly in
arrears. The combined cash flows will be perceived as less risky by shareholders and
lenders.
(v) The takeover of CarCare will abolish its mutual status and will allow equity funds
for expansion to be raised more easily, by share issues made by the parent company,
reducing the cost of capital.
Among the many possible bad reasons for takeover are:
(i) The directors of Gasco seeking the prestige of a larger company
(ii) Diversification with no real strategic objective
(iii) Gasco using up surplus cash, again with no strategic objective
(b) Stakeholders
The major stakeholders of CarCare are its members, who are both owners and customers, its
directors and employees, and its creditors. Competitors will also be highly interested in the
takeover.
547
Members
The members will have mixed reactions. The replacement of mutual status with marketable
equity shares or cash will give them an immediate 'windfall' gain, which many will
welcome. However, the cost of this is lost influence on the future direction of CarCare. As
customers, many may fear a reduction in the quality of service, particularly in the light of
increased competition in the market and the fact that Gasco has to demonstrate that it is
making a return on its investment. Others may disagree, on the basis that Gasco will be
able to raise money for expansion, modernisation and improvements more easily than
CarCare could as a mutual organisation.
CarCare's directors have a duty to ensure that they act in the best interest of members.
However, they will also be concerned about their own positions after the takeover and will
wish to seek suitable positions in the new company's management structure. Some may fear
loss of their jobs.
Employees
Employees will have mixed reactions depending on whether they are likely to be presented
with additional opportunities or loss of status or redundancy. There is likely to be some
rationalisation of the workforce except for those with highly specific skills, and for those
who remain there may also be the threat of relocation. Employees will be seeking answers to
these questions before the takeover happens, but are unlikely to receive comprehensive
answers.
Payables
Payables, including bankers, will probably be happy with the merger provided that Gasco has
no financial problems.
Competitors
Some competitors will fear that they will lose market share if the takeover enables new
finance for expansion, improvement and marketing of CarCare. Others will be more
optimistic, believing that CarCare will become less sensitive to the needs of customers.
(c) Gasco may face a number of problems after the takeover has been achieved.
(i) Former members of Gasco who did not agree with the takeover, and who may have
been actively resisting it, may decide to change their service provider to another
organisation. The parent company will have to be proactive in giving confidence to all
its CarCare customers.
(ii) The two organisations probably had different management styles, Gasco being a
stock exchange quoted company with a clear need for financial results and CarCare
being more orientated to serving its customers and acting as a pressure group to
represent their needs. Conflicts may arise between directors, managers and employees
of CarCare after the takeover as a result of an enforced change in management style
from Gasco.
(iii) Actual and feared redundancies, relocations, changes in work practice, training
methods and other problems may demotivate CarCare employees, causing
resistance and a drop in productivity. In this respect, delays in information provision
and decision making can make the situation worse.
(iv) Competitors may take advantage of reorganisation problems at CarCare in
order to gain market share.
548
16 Pursuit
Top tips. Your entire answer should be in report format so don't just produce a set of calculations
with some explanations – you are expected to produce a professional-looking report with all the
necessary details. It is up to you how you structure your report – for example, calculations could be in
appendices – but make sure all the required elements are addressed.
Report to: Board of directors of Pursuit Co

From: Strategic Financial Consultant
Date: June 20X1
Re: Potential acquisition of Fodder Co
Introduction
This report focuses on various issues related to the proposed acquisition of Fodder Co. It evaluates
whether the acquisition would be beneficial to Pursuit Co's shareholders and estimates how much
finance is likely to be needed to fund the acquisition. As the capital structure may change as a result
of the finance required, the report highlights the potential implications of such a change and possible
ways in which any issues could be resolved.
The Chief Financial Officer has recommended reducing Pursuit Co's cash reserves as a defence
against a potential takeover by SGF Co. This report assesses the suitability of such a defence and
whether it would be a viable option.
Valuation of Fodder Co
Tutorial note. This forms the answer to part (a). Remember to ignore interest as it is already
included in the discount rate.
Year 1 2 3 4
$'000 $'000 $'000 $'000
Sales revenue (W1) – growth rate 6% 17,115 18,142 19,231 20,385
Operating profit (6% growth rate) 5,479 5,808 6,156 6,525
Tax at 28% (1,534) (1,626) (1,724) (1,827)
Less additional investment (W2) (213) (226) (240) (254)
Free cash flow 3,732 3,956 4,192 4,444
Discount factor 13% (W3) 0.885 0.783 0.693 0.613
Discounted cash flow 3,303 3,098 2,905 2,724
$'000
Total discounted cash flows (Years 1–4) 12,030
Terminal value (W4) 28,059
Total value of Fodder Co 40,089
549
Workings
1 Sales revenue growth
1/3
Growth rate = (16,146/13,559) – 1 = 0.0599 or 5.99% (say 6%)
Alternatively:
Growth rate (20X8–20X9) = (14,491 – 13,559)/13,559 = 6.87%
Growth rate (20X9–20Y0) = (15,229 – 14,491)/14,491 = 5.09%
Growth rate (20Y0–20Y1) = (16,146 – 15,229)/15,229 = 6.02%
Average growth rate = (6.87 + 5.09 + 6.02)/3 = 5.99% (say 6%)
2 Additional investment
Year Sales revenue increase ($'000) 22% of increase
1 (17,115 – 16,146) = 969 213
2 (18,142 – 17,115) = 1,027 226
3 (19,231 – 18,142) = 1,089 240
4 (20,385 – 19,231) = 1,154 254
3 Cost of capital – Fodder Co
Using capital asset pricing model
Cost of equity (ke) = 4.5% + 6  1.53 = 13.68%
WACC = (13.68%  0.9) + [9%  (1 – 0.28)  0.1] = 12.96% (say 13%)

4 Terminal value
Growth rate is halved to 3% p.a.
Present value (PV) of cash flows in perpetuity = 4,444  [1.03/(0.13 – 0.03)] = $45,773
Discounted back to Year 0 = $45,773  0.613 = $28,059
Value of combined company
Year 1 2 3 4
$'000 $'000 $'000 $'000
Sales revenue – growth rate 5.8% 51,952 54,965 58,153 61,526
Operating profit (30% of sales) 15,586 16,490 17,446 18,458
Tax at 28% (4,364) (4,617) (4,885) (5,168)
Less additional investment (W5) (513) (542) (574) (607)
Free cash flow 10,709 11,331 11,987 12,683
Discount factor 9% (W6) 0.917 0.842 0.772 0.708
Discounted cash flow 9,820 9,541 9,254 8,980
$'000
Total discounted cash flows (Years 1–4) 37,595
Terminal value (W7) 151,475
Total value of combined company 189,070
550
Synergy benefits ($'000)= Total value of combined company – total value of individual companies
= $189,070 – ($140,000 + $40,089)
= $8,981
Premium required to purchase Fodder Co = 25% of equity
Equity = 90% of $40,089 = $36,080
Premium = $9,020 (in 000s).
Net benefits to Pursuit's shareholders = $8,981 – 9,020 = –$39,000 approx
5 Additional investment
Year Sales revenue increase ($'000) 18% of increase
1 See note below
2 54,965 – 51,952 = 3,013 542
3 58,153 – 54,965 = 3,188 574
4 61,526 – 58,153 = 3,373 607
Note. The additional investment for Year 1 is given in the question.
6 Combined company cost of capital
Asset beta is calculated using the formula:
 Ve   Vd (1- T) 
ba =  be  +  bd 
  Ve + Vd (1- T)    Ve + Vd (1- T) 
Asset beta (Pursuit) = 1.18  (0.5/[0.5 + 0.5  (1 – 0.28)]) = 0.686 (assume debt beta = 0)
Asset beta (Fodder) = 1.53  (0.9/[0.9 + 0.1  (1 – 0.28)]) = 1.417 (assume debt beta = 0)
Asset beta (combined company)
= [(0.686  $140m) + (1.417  $40.1m)]/(140m + 40.1m) = 0.849
Equity beta (combined company) = 0.849  [0.5 + (0.5  0.72)]/0.5 = 1.46
Cost of equity (ke) = 4.5% + 1.46  6% = 13.26%
WACC = [13.26%  0.5] + [6.4%  (0.5  0.72)] = 8.93% (say 9%)
7 Terminal value
Growth rate is halved to 2.9% pa
PV of cash flows in perpetuity = 12,683  [1.029/(0.09 – 0.029)] = $213,948
Discounted back to Year 0 = $213,948  0.708 = $151,475
Comments
The extent of the benefits to Pursuit's shareholders depends on the additional synergy from the
acquisition of Fodder Co. The calculations above show the synergy to be about $9 million. However,
once Fodder's debts have been cleared (as per the acquisition agreement) and equity shareholders
paid there is a negative net present value (NPV) of approximately $39,000. It is therefore unlikely
that Pursuit's shareholders will see this acquisition as beneficial.
Limitations of the estimated valuations of Fodder and the combined company
Tutorial note. This forms the answer to part (a)(ii) of the question.
551
Whilst the valuation techniques used above are useful for providing estimates of company value, it is
important to treat the results with caution. The valuation techniques use numerous limiting
assumptions, such as constant growth rates both in the early years and for the remainder of the
project – there is no way of guaranteeing that these growth rates will be sustainable. Other
assumptions include those relating to debt beta (assumed to be zero), discount rates, profit margins
and fixed tax rates. As the negative NPV from the acquisition is minimal, changes in any of these
variables could potentially change the investment decision.
In addition, no information has been given about post-acquisition integration costs or
pre-acquisition expenses such as legal fees. These should be taken into consideration when trying to
determine the net benefits to shareholders as such costs can be quite substantial.
Pursuit's ability to estimate such variables as sales revenue growth, additional investment required
and operating profit growth for Fodder may be limited due to lack of detailed information. This
means that the value of Fodder may be significantly inaccurate and thus synergy benefits will be
more difficult to predict.
In view of the issues above, it would appear to be unwise to rely on a single value. It would
be better to have a range of values based on different assumptions and the likelihood of their
occurrence.
Amount of debt finance needed and likelihood of maintaining current capital
structure
Tutorial note. This forms the answer to part (a)(iii) of the question.
Pursuit is currently valued at $140 million – with a 50/50 split between debt and equity this means
$70 million debt and $70 million equity. If this capital structure was to be maintained, the combined
company (with an approximate value before payments to Fodder's shareholders of $189 million)
would have debt of $94.5 million and equity of the same amount. Debt capacity would thus have to
increase by about $24.5 million.
Amount payable for Fodder
$'000
Debt obligations (10% of $40,089) 4,009
Shareholders ($36,080  1.25) 45,100
49,109
Part of the price for Fodder could be paid using the extra debt capacity of $24.5 million and also
the $20 million cash reserves that Pursuit currently has. However, there would still be a shortfall of
$4.6 million. It is therefore impossible to maintain the current capital structure if Pursuit only uses
cash reserves and debt finance to fund the acquisition.
Implications of changes in capital structure
Tutorial note. This forms the answer to part (a)(iv) of the question.
The use of either of the two proposals for funding the acquisition of Fodder (a combination of debt
finance and cash reserves or the Chief Financial Officer's suggestion of debt finance only) will mean
a change in capital structure.
Such a fundamental change will have significant implications for the combined company. The cost of
capital will have to be recalculated, which will have an effect on the valuation of the combined
company. As the valuation of the company changes, so will the market value of debt and market
value of equity. This will have a subsequent effect on cost of capital and the cycle will continue.
552
This is the type of scenario that is consistent with an acquisition where both financial and business
risk change.
The issue can be resolved by using an iterative process (which may be performed on an Excel
spreadsheet). This process involves recalculating beta and cost of capital and then applying these to
determine a revised company valuation. The process is then repeated until the assumed capital
structure is close to the one that has been recalculated.
Another alternative would be to use adjusted present value which first calculates a value
assuming an all-equity financial structure and then makes adjustments for the effects of the method of
financing used.
Suggested defence against a potential bid by SGF Co
Tutorial note. This forms the answer to part (a)(v) of the question.
The Chief Financial Officer has suggested a distribution of the $20 million cash reserves to
shareholders in the form of a special dividend in order to defend against the potential bid by SGF
Co. This type of defence is known as the 'crown jewels' approach, whereby a company dispenses
with its most valuable assets (which may have been the main reason for the takeover bid).
Returning the cash to the shareholders may have a positive effect on the currently depressed share
price. It may be that the shareholders do not agree with the board's policy to retain large cash
reserves and a reduction in these reserves may push up the share price and reduce the likelihood of
a takeover bid.
A formal bid has not been made to date and it would be wise for Pursuit's board to determine
whether the large cash reserves are the attraction or if SGF has another reason for wishing to
acquire Pursuit. In addition, before the cash is returned to the shareholders, it should be determined
whether this is actually what the shareholders want. There would be no point returning the money to
them if they would prefer it to be reinvested in the company.
If the cash reserves are returned to the shareholders this will have implications for funding the
acquisition of Fodder. Even with the $20 million reserves to partially finance the purchase, the
capital structure would have to change. If this money was not available then there would be a much
more significant change in capital structure as an additional $20 million in debt finance would have
to be found (if possible). This will have an effect on cost of capital and also on the value of the
combined firm (see discussion above).
It may be the case that the amount of debt required is not feasible due to the considerable increase
in gearing it would mean. The board of Pursuit should consider whether the acquisition is worth
pursuing due to its minimal benefit to shareholders.
Conclusion
This report has focused on the potential acquisition of Fodder Co and a possible defence against a
takeover bid by SGF Co. There are numerous issues that must be resolved prior to making a final
decision regarding going ahead with the acquisition, but it is clear that (if the valuations are correct)
the capital structure cannot remain unchanged. The implications of this must be considered prior to a
final decision being made. The board should also consider whether the acquisition should go ahead
at all, given the minimal benefit to shareholders.
Should you require any further information please do not hesitate to contact me.
553
17 Olivine
Top tips. Our answer to part (a)(ii) assumes that the administrative savings have been achieved.
Otherwise the answer to (a)(ii) is $(25  9.6)m/60m = 57.7 cents per share, and subsequent
answers also change.
(a) (i) The total value of the share offer

Earnings per share = $25m/40m = $0.625
P/E ratio = 20
Share price = 20  $0.625 = $12.50 per share
Share offer = 5 shares  (16m shares/4) = 20m shares issued
Value of share offer = $12.50  20m = $250m
(ii) Olivine earnings per share post-acquisition
Earnings = $25m  $9.6m  $2.4m = $37.0m
Number of shares = 40m  20m = 60m
Earnings per share = $37.0m/60m = 61.7c per share
(iii) Share price of Olivine post-acquisition
Earnings per share (part ii) = 61.7c per share
Price/earnings ratio = 20  (100 – 5)% = 19
(b) Effect on wealth of shareholders
Olivine shareholders
Original holding = 40m shares @ $12.50 per share = $500m
New share price = $11.72
New share value = 40m shares @ $11.72 = $468.8m
Loss in shareholder wealth = $500m – $468.8m = $31.2m or 6.24%
Halite shareholders
Original earnings per share = $9.6m/16m shares = $0.60
Price/earnings ratio = 15
Original holding = 16m shares @ $9.00 = $144m
New holding = 20m shares @ $11.72 = $234.4m
Gain in shareholder wealth = $234.4m – $144m = $90.4m or 62.78%
(c) The market capitalisation of the separate businesses is (40m  $12.50)  (16m  $9.00) =
$644m. When combined, the market capitalisation will be 60m  $11.72 = $703.2m so
there are benefits to be gained in overall terms.
Effect on share price
The total share value of Halite prior to the acquisition is $144 million. However, the
intended share issue by Olivine of 20 million shares has a value at Olivine's current share
price of $250 million. The issue of so many shares to achieve this premium means that there is
a small reduction in the size of the earnings per share of Olivine even when the earnings of
Halite and the benefits of the acquisition are taken into account. This reduction in earnings per
share together with a 5% reduction in the price/earnings ratio of Olivine after the acquisition
would lead to a reduction in Olivine's share price from $12.50 per share before the
554
acquisition to $11.72 per share after the acquisition. The estimate of the revised P/E ratio is
possibly too high and needs further scrutiny.
This reduction in share value for Olivine shareholders would result in a loss in
shareholder value from the acquisition of $31.2 million (6.24%). In contrast, the generous
premium being considered for the shares of Halite would lead to an increase in the value of
the shares held by former Halite shareholders of $90.4 million (62.78%).
Beneficiaries of offer
If the proposed offer is made, all the benefit of the acquisition will accrue to the Halite plc
shareholders and the Olivine shareholders will suffer a loss in share value. However, the
dividend per share for Halite shareholders is likely to be lower in the future than it is at
present.
The directors of Olivine might wish to consider a less generous offer than the current premium
of $106 million ($250m – $144m) on the purchase of Halite. For example, a share for share
exchange would value the offer at $200 million (16 million shares @ $12.50 per share)
thereby still providing a substantial premium for the Halite shareholders but with no loss to the
Olivine shareholders.
18 Treasury management
Top tips. A few easy marks may be available for discussing the role of the treasury function. Part (b)
looks at the role from another angle.
(a) Management of cash

A central treasury department will normally have the responsibility for the management of
the group's cash flows and borrowings. Subsidiaries with surplus cash will be required to
submit the cash to the treasury department, and subsidiaries needing cash will borrow it from
the treasury department, not from an external bank.
Borrowing
A central treasury will also be given the responsibility for borrowing on behalf of the
group. If a subsidiary needs capital to invest, the treasury department will borrow the money
required, and lend it on to the subsidiary. The subsidiary will be responsible for paying
interest and repaying the capital to the treasury department, which will in turn be
responsible for the interest and capital payments to the original lenders.
Risk management
Another function of the treasury department will be to manage the financial risk of the
group, such as currency risk and interest rate risk. Within broad guidelines, the treasurer might
have authority to decide on the balance between fixed rate and floating rate borrowing, and
to use swaps to adjust the balance. The department would also be responsible for arranging
forward exchange contracts and other hedging transactions.
Taxation
The central treasury department could also be responsible for the tax affairs of the group,
and an objective would be to minimise the overall tax bill. To accomplish this effectively, the
treasury must have authority to manage transfer prices between subsidiaries in the
group, as a means of transferring profits from high-tax countries to lower-tax countries.
555
(b) The treasury function needs information from within and outside the organisation to carry out
its tasks.
(i) From each subsidiary within the group, it will need figures for future cash receipts
and payments, making a distinction between definite amounts and estimates of future
amounts. This information about cash flows will be used to forecast the cash flows
of the group, and identify any future borrowing needs, particularly short-term and
medium-term requirements. Figures should be provided regularly, possibly on a daily
basis.
(ii) Information will also be required about capital expenditure requirements, so that
long-term capital can be made available to fund it.
(iii) Subsidiary finance managers should be encouraged to submit information to the
treasury department about local market and business conditions, such as prospects
for a change in the value of the local currency and a change in interest rates.
(iv) From outside the group, the treasury will need a range of information about current
market prices, such as exchange rates and interest rates, and about which banks are
offering those prices. Large treasury departments will have a link to one or more
information systems such as Reuters and Bloomberg.
(v) The treasury department should be alert to any favourable market opportunities
for raising new debt capital. The treasurer should maintain regular contact with several
banks, and expect to be kept informed of opportunities as they arise.
(vi) Where the treasury is responsible for the group's tax affairs, information will also be
needed about tax regulations in each country where the group operates, and
changes in those regulations.
19 For4Fore
Top tips. If you can work your way through the formula and are able to use the normal distribution
table, this question is actually not that bad. In (b), an evaluation implies the need to value a put
option and then to think about whether it is suitable.
(a)
–rt
Pa = 444 Pe =385 t = 4/12 s = 0.25 r = 0.0417 e = 0.9862
2
d1 = [ln(444/385) + (0.0417+ 0.5  0.25 )  4/12]/(0.25  √(4/12))
= [0.1426 + 0.0243]/0.1443
= 1.16
d2 = 1.16 – 0.25  .333 = 1.02
N(d1) = 0.5 + 0.3770 = 0.8770

N(d2) = 0.5 + 0.3461 = 0.8461
Call value = (444  0.8770) – (385  0.9862  0.8461) = 68p
-rT
(b) Put value = call value – Pa + Pe e
Put = 68 – 444 + 385  0.9862 = 68 – 444 + 380 = 4p
This is less valuable than a call option but in any event a put would not be appropriate as it
would reward managers for driving down the share price.
556
20 Fidden plc
(a) Techniques for protecting against the risk of adverse foreign exchange movements include the
following:
(i) A company could trade only in its own currency, thus transferring all risks to suppliers
and customers.
(ii) A company could ensure that its assets and liabilities in any one currency are as nearly
equal as possible, so that losses on assets (or liabilities) are matched by gains on
liabilities (or assets).
(iii) A company could enter into forward contracts, under which an agreed amount of a
currency will be bought or sold at an agreed rate at some fixed future date or, under a
forward option contract, at some date in a fixed future period.
(iv) A company could buy foreign currency options, under which the buyer acquires the
right to buy (call options) or sell (put options) a certain amount of a currency at a fixed
rate at some future date. If rates move in such a way that the option rate is unfav-
ourable, the option is simply allowed to lapse.
(v) A company could buy foreign currency futures on a financial futures exchange. Futures
are effectively forward contracts, in standard sizes and with fixed maturity dates. Their
prices move in response to exchange rate movements, and they are usually sold before
maturity, the profit or loss on sale corresponding approximately to the exchange loss or
profit on the currency transaction they were intended to hedge.
(vi) A company could enter into a money market hedge. One currency is borrowed and
converted into another, which is then invested until the funds are required or funds are
received to repay the original loan. The early conversion protects against adverse
exchange rate movements, but at a cost equal to the difference between the cost of
borrowing in one currency and the return available on investment in the other currency.
(b) (i) (1) Forward exchange market
The rates are:
$/£
Spot 1.7106–1.7140
Six months forward 1.6967–1.7006
$197,000
The net payment three months hence is £116,000 – = £546.
1.7063
$(447,000 – 154,000)
The net payment six months hence is = £172,688.
1.6967
Note that the dollar receipts can be used in part settlement of the dollar
payments, so only the net payment is hedged.
(2) Money market
$197,000 will be received three months hence, so:
$197,000
= $192,665
(1+0.09  312)
may be borrowed now and converted into sterling, the dollar loan to be repaid
from the receipts.
557
The net sterling payment three months hence is:
$197,000 1
£116,000 –   (1+(0.095  3 )) = £924
1+(0.09  12) 1.7140
3 12
The equation for the $197,000 receipt in three months is to calculate the amount
of dollars to borrow now (divide by the dollar borrowing rate) and then to find
out how much that will give now in sterling (divide by the exchange rate). The
final amount of sterling after three months is given by multiplying by the sterling
lending rate.
$293,000 (net) must be paid six months hence. We can borrow sterling now
and convert it into dollars, such that the fund in six months will equal $293,000.
The sterling payment in six months' time will be the principal and the interest
thereon. A similar logic applies as for the equation above except that the
situation is one of making a final payment rather than a receipt.
The sterling payment six months hence is therefore
293,000 1
  (1+ 0.125  612) = £176,690
1+ 0.06  612 1.7106
(ii) Available put options (put, because sterling is to be sold) are at $1.70 (cost 3.45 cents
per £) and at $1.80 (cost 9.32 cents per £).
Using options at $1.70 gives the following results.
$293,000
= £172,353
1.70$ / £
£172,353
Contracts required = = 14 (to the next whole number)
£12, 500
Cost of options = 14  12,500  3.45c = $6,038
(translated at today's spot rate = £3,530)
14 contracts will provide, for £12,500  14 = £175,000, $(175,000  1.70) =
$297,500.
$293,000 +$6,038 – $297,500
The overall cost is £175,000  = £175,906
1.6967
As this figure exceeds the cost of hedging through the forward exchange market
(£172,688), use of $1.70 options would have been disadvantageous.
Using options at $1.80:
$293,000
= £162,778
1.80$ / £
£162,778
Contracts required = =14 (to next whole number)
£12,500
Cost of options = 14  12,500  9.32c = $16,310 (÷ 1.7106 = £9,535)

14 contracts will provide, for £12,500  14 = £175,000, 175,000  1.80 =
$315,000.
$293,000 +$16,310 – $315,000

The overall cost is £175,000  = £171,654
1.7006
This figure is less than the cost of hedging through the forward exchange market, so use
of $1.80 options would have been preferable.
558
(iii) Foreign currency options have the advantage that, while offering protection against
adverse currency movements, they need not be exercised if movements are favourable.
Thus the maximum cost is the option price, while there is no comparable limit on the
potential gains.
21 Curropt plc
(a) The department's view that the US dollar will strengthen is in agreement with the
indications of the forward market and the futures market. Forward and futures rates show a
stronger dollar than the spot rate. The forward rate is often taken as an unbiased
predictor of what the spot rate will be in future. However, future events could cause large
currency movements in either direction.
(b) The company needs to buy dollars in June.
Forward contract
A forward currency contract will fix the exchange rate for the date required near the end of
June. If the exact date is not known, a range of dates can be specified, using an option
forward contract. This will remove currency risk provided that the franchise is won.
If the franchise is not won and the group has no use for US dollars, it will still have to buy
the dollars at the forward rate. It will then have to sell them back for pounds at the spot rate
which might result in an exchange loss.
Futures contract
A currency hedge using futures contracts will attempt to create a compensating gain on the
futures market which will offset the increase in the sterling cost if the dollar strengthens.
The hedge works by selling sterling futures contracts now and closing out by buying
sterling futures in June at a lower dollar price if the dollar has strengthened. Like a
forward contract, the exchange rate in June is effectively fixed because, if the dollar weakens,
the futures hedge will produce a loss which counterbalances the cheaper sterling cost.
However, because of inefficiencies in future market hedges, the exchange rate is not fixed to
the same level of accuracy as a forward hedge.
A futures market hedge has the same weakness as a forward currency contract in the franchise
situation. If the franchise is not won, an exchange loss may result.
Currency option
A currency option is an ideal hedge in the franchise situation. It gives the company the right
but not the obligation to sell pounds for dollars in June. It is only exercised if it is to the
company's advantage; that is, if the dollar has strengthened. If the dollar strengthens and
the franchise is won, the exchange rate has been protected. If the dollar strengthens and the
franchise is not won, a windfall gain will result by selling pounds at the exercise
price and buying them more cheaply at spot with a stronger dollar.
(c) Results of using currency hedges if the franchise is won
Forward market
Using the forward market, the rate for buying dollars at the end of June is 1.4310 US$/£.
The cost in sterling is 15m/1.4310 = £10,482,180.
Futures
Date of contract
June future
Type of contract
Sell sterling futures
559
Number of contracts
15,000,000
= 167.8  168 contracts
1.4302× 62,500
Tick size
0.0001  62,500 = $6.25
Closing futures price
This can be estimated by assuming that the difference between the futures rate and the spot
rate (ie basis) decreases constantly over time. On 30 June there will be 0 months left of this
June contract so the basis should have fallen to zero.
1 March 30 June
Futures price 1.4302
Spot rate now 1.4461
Basis (future – spot) –0.0159 0
Three possible spot price scenarios
1.3500
1.4500
1.5500
Assuming basis = 0 then the futures price will be the same as the spot price.
Hedge outcome
1.3500 1.4500 1.5500
$ $ $
Opening futures price 1.4302 1.4302 1.4302
Closing futures price 1.3500 1.4500 1.5500
Movement in ticks 802 (198) (1,198)
Futures profits/(losses) 842,100 (207,900) (1,257,900)
168  tick movement  6.25 842,100 (207,900) (1,257,900)
Net outcome
$ $ $
Spot market payment (15,000,000) (15,000,000) (15,000,000)
Futures market (profits)/losses 842,100 (207,900) (1,257,900)
(14,157,900) (15,207,900) (16,257,900)
Translated at closing rate £10,487,333 £10,488,207 £10,488,698
This gives an effective rate of $15m/£10.488m (approx.) = 1.4303
A shortcut that will deliver approximately the same answer is:
Opening futures price – closing basis = effective futures rate

Here this gives:
1.4302 – 0 = 1.4302
Applying this rate gives an outcome in £s of $15m/1.4302 = £10,488,044
This is the answer for all three scenarios, and is the preferred approach for tackling futures
questions because it is so much quicker.
The slight difference arises because this shortcut does not account for the fact that the futures
hedge is for 168 contracts, not 167.8.
560
Options
Date of contract
June
Option type
Buy put
Exercise price
Exercise price Premium Net

1.4000 0.0038 1.3962
1.4250 0.0068 1.4182
1.4500 0.0238 1.4262
Choose 1.4500
Number of contracts
15,000,000 ÷1.4500
= 331.03  331 contracts
31,250
Tick size
31,250  0.0001 = $3.125
Premium
0.0238  31,250  331= $246,181 at 1.4461
= £170,238
Outcome
1.3500 1.4500 1.5500
$ $ $
Option market
Strike price 1.4500 1.4500 1.4500
Closing price 1.3500 1.4500 1.5500
Exercise? Yes No No
Outcome of option 331  £31,250  $14,998,438 – –
1.45 = Shortfall in $s vs $15m needed $1,563
At spot rate of 1.35 (alternatively
forward rate could be used) £1,157
Net outcome
1.3500 1.4500 1.5500
$ $ $
Spot market payment (15,000,000) (15,000,000)
Options
(15,000,000) (15,000,000)
£ £ £
Translated at closing spot rate (10,344,828) (9,677,419)
Option exercised (331  £31,250) (10,343,750)
Shortfall (1,157)
Premium (170,238) (170,238) (170,238)
(10,515,145) (10,515,066) (9,847,657)
Note. There are a number of possible approaches to evaluating options.
561
Summary
The company will either choose to purchase a forward or an option. Although forwards are
slightly more advantageous at lower exchange rates, the net benefits of using an option are
significant if the exchange rate moves in Curropt's favour eg to $1.55. Also, given that the
transaction is not certain to be required an option will be more suitable because it can be sold on if it
is not needed. On this basis an option is recommended.
22 Shawter
Shawter needs a £30m loan for two months, starting in mid-March.
FRAs 3v5 at 6.18%
Loan LIBOR + 0.9% 6.50% + 0.9% = 7.40%

FRA Compensation 6.50 – 6.18 = 0.32%
Net = 7.08%
In £s this is £30m  0.0708  2/12 = £354,000
Futures Set-up in Dec March at 6.21%

40 contracts
(30m/0.5m  2/3)
Evaluate Spot +0.9 7.40%
Future Dec* 6.21%

Future Mar* 6.53%
Gain 0.32%
Net 7.08%
(Using the quick method: opening future 6.21 –
closing basis 0.03 = 6.18.
Then adding 0.9 to reflect Shawter's borrowing
costs, this becomes 7.08%).
*Basis
Mid-Dec Mid-March
Mar future 6.21% 6.53%
Spot 6.00% 6.50%
Basis 0.21% 0.03%
3.5 months 0.5 month left
In £s this is £30m  0.0708  2/12 = £354,000
Options Set-up March put at 6.00% (closest to spot)

40 contracts to sell
cost = 0.255%
Evaluate Spot + 0.9% 7.40%
Option 6.00%
Future Mar* 6.53%
Gain 0.53%
NET 7.125%
In £s this is £30m  0.07125  2/12 = £356,250
562
Working
7.4 – 0.53 + 0.255 = 7.125%
Summary
FRA 7.08%
Futures 7.08%
Options 7.125%
The FRA is the simpleset of the agreements but carries a set term. Given the uncertainty over the
timing of the cash flow needs a future is recommended here.
23 Carrick plc
Top tips. The first part of this question should be fairly straightforward. However, it is easy to write
more than is strictly necessary on these areas, and leave yourself insufficient time for the rest of the
question. The key thing to bring out is how each instrument limits interest rate risk by limiting or
eliminating the effects of interest rate changes on the company.
In Part (b) remember that Carrick is receiving interest so it must buy a call option to limit its
exposure to falls in interest rates. As a collar is being constructed, Carrick must sell a put option to
counterbalance buying the call option.
The answer works through the key stages:
 Choice of options
 No. of contracts
 Premium payable
 Effects of collar
 Results of collar
You need to show in the answer:
 Technical expertise (choosing 9400 for the initial option, evaluating the other possible prices
but ignoring 9450 as it's not relevant)
 Numerical abilities (getting the premium, number of contracts and gain calculation right)
 Depth of discussion (the question asks you to evaluate and that implies detailed analysis,
explaining what will happen at the various rates, and also explaining that the choice is not
clear-cut – 9250 has the largest potential benefits but also the largest definite costs)
(a) Interest rate exposure

Interest rate exposure arises when a company's borrowing is such that a change in
interest rates might expose it to interest charges that are unacceptably high. For example, if a
company has a large tranche of debt at a fixed rate of interest that is due for repayment in the
near future, and the loan is to be replaced or renegotiated, the company would be vulnerable
to a sudden increase in market interest rates.
Risk management
Risk management in this context involves using hedging techniques to reduce or 'cover' an
exposure. However, hedging has a cost, which will either take the form of a fee to a financial
institution or a reduction in profit, and this must be weighed against the reduction in
financial risks that the hedge achieves. The extent to which the exposure is covered is known
as the 'hedge efficiency'. A perfect hedge has an efficiency of 100%.
563
Methods of managing interest rate risk include the following.
Forward interest rate agreements (FRAs)
An FRA is an agreement, usually between a company and a bank, about the interest rate
on a future loan or deposit. The agreement will fix the rate of interest for borrowing for a
certain time in the future. If the actual rate of interest at that time is above that agreed, the
bank pays the company the difference, and vice versa. Thus the company benefits from
effectively fixing the rate of interest on a loan for a given period, but it may miss the
opportunity to benefit from any favourable movements in rates during that time. An FRA is
simply an agreement about rates – it does not involve the movement of the principal sum – the
actual borrowing must be arranged separately.
Futures
A financial future is an agreement on the future price of a financial variable. Interest rate
futures are similar in all respects to FRAs, except that the terms, sums involved and periods are
standardised. They are traded on the London International Futures and Options Exchange
(LIFFE). Their standardised nature makes them less attractive to corporate borrowers because it
is not always possible to match them exactly to specific rate exposures. Each contract will
require the payment of a small initial deposit.
Interest rate options
An interest rate guarantee (or option) provides the right to borrow a specified amount
at a guaranteed rate of interest. The option guarantees that the interest rate will not rise
above a specified level during a specified period. On the date of expiry of the option the
buyer must decide whether or not to exercise their right to borrow. They will only exercise the
option if actual interest rates have risen above the option rate. The advantage of
options is that the buyer cannot lose on the interest rate and can take advantage of any
favourable rate movements. However, a premium must be paid regardless of whether or not
the option is exercised. Options can be negotiated directly with the bank or traded in a
standardised form on the LIFFE.
Caps and collars
These can be used to set a floor and a ceiling to the range of interest rates that might be
incurred. A premium must be paid for this service. These agreements do not provide a
perfect hedge, but they do limit the range of possibilities and thus reduce the level of
exposure.
(b) Collars make use of interest rate options to limit exposure to the risk of movement in rates.
The company would arrange both a ceiling (an upper limit) and a floor (a lower limit) on its
interest yield. The use of the ceiling means that the cost is lower than for a floor alone.
Choice of options
Since Carrick requires protection for the next seven months, it can use September options
in order to cover the full period. It is assumed that the floor will be fixed at the current yield of
6%. This implies that it will buy call options at 94.00. At the same time, Carrick will limit its
ability to benefit from rises in rates by selling a put option at a higher rate, for example 7% (or
93.00).
The level of premiums payable will depend on the different sizes of collar. The number
of three-month contracts required for seven months' cover will be:
£6m 7
 = 28 contracts (£14m)
£0.5m 3
564
The premiums payable at different sizes of collar (in annual percentage terms) will be:
Call Premium Put Premium Net premium £ cost*

94.00 0.40 93.50 0.35 0.05 1,750
94.00 0.40 93.00 0.14 0.26 9,100
94.00 0.40 92.50 0.06 0.34 11,900
(* eg £14m  0.05%  ¼ = £1,750)
If Carrick does take out the options as described above, the effect will be as follows.
(i) If interest rates fall below 6%, Carrick will exercise the call option and effectively
fix its interest rate at 6%. The loss on the interest rate will be borne by the seller of the
call option.
(ii) If interest rates remain between the 6% floor and the 7% ceiling, Carrick will do
nothing but will benefit from the effect of any increase in rates above 6% within this
band.
(iii) If interest rates rise above 7% the buyer of the put option will exercise their option,
provided that the futures price falls below 93.00. Carrick will effectively achieve an
interest rate of 7%, but the benefit of any premium on rates above 7% will accrue to the
buyer of the put option.
In practice, costs will be higher due to the transaction costs that will be incurred.
The potential gross interest rate gain, and the net gain taking premiums into account if rates do rise
to the various exercise prices, are as follows. The interest rate gain is calculated on £6 million for
seven months.
Interest rate Premium £
% rise Interest gain cost (above) Net gain
£ £
93.50 0.50 17,500 1,750 15,750
93.00 1.00 35,000 9,100 25,900
92.50 1.50 52,500 11,900 40,600
This suggests that Carrick could make the greatest potential gain by selling put options at
92.50. However, this gain will only be realised if actual rates rise to 7.5%. If they stay at
around 6% then Carrick will still incur costs without realising benefits. The actual put price
chosen will depend on the view of the directors on the likely movements in rates over the
period in question but, if it seems likely that rates will increase by up to 1%, then a put price of
9300 would be the most appropriate.
24 Theta Inc
(a) Theta borrows $10 million with interest at six-month LIBOR plus 1%. In the swap, it receives
six-month LIBOR and pays fixed interest at 8.5%. The net effect is to acquire a fixed rate
obligation at 9.5% for the full term of the swap.
%
Borrow at LIBOR plus 1% –(LIBOR  1%)
Swap: receive (floating rate) LIBOR
pay (fixed rate) –8.5%
Net payment (fixed rate) –9.5%

Theta will therefore fix its payments at $475,000 (10 million  9.5%  6/12) every six months
for the five-year term of the swap.
At each six-monthly fixing date for the swap, the payment due from Theta to the swaps bank
or from the bank to Theta will depend on the market rate for six-month LIBOR at that date.
565
(b) (i) LIBOR 10%
Suppose that on the first fixing date for the swap, at the end of month six in the first
year, six-month LIBOR is 10%. The payments due by each party to the swap will be as
follows.
$
Theta pays fixed rate of 8.5%
($10m  8.5%  6/12) 425,000
Swaps bank pays LIBOR rate of 10%
($10m  10%  6/12) 500,000
Net payment from bank to Theta 75,000
This payment will be made six months later at the end of the notional interest rate
period. Theta will pay interest on its loan at LIBOR  1% which for this six-month period
is 11% (10%  1%). Taken with the payment received under the swap agreement, the
net cost to Theta is equivalent to interest payable at 9.5%.
$
Loan payment at 11%
($10m  11%  6/12) 550,000
Payment received from the swap bank (75,000)
Net payment (equivalent to 9.5% interest) 475,000
(ii) LIBOR 7.5%

Suppose that at the next six-monthly fixing date, six-month LIBOR is 7.5%. The swap
payments will be as follows.
$
Theta to swap bank (fixed at 8.5%) 425,000
Swap bank to Theta (at 7.5%) 375,000
Net payment by Theta to swaps bank 50,000
Under its loan arrangement, Theta will pay 8.5% (LIBOR  1%) for the six-month period.
Adding the net swap payment gives a total cost for the six-month period of $475,000,
equivalent to an interest rate of 9.5% for the period.
$
Loan payment at 8.5%
($10m  8.5%  6/12) 425,000
Swap payment 50,000
Total payment (equivalent to 9.5% interest) 475,000
25 Brive Inc
Top tips. In this question you are given details of the proposed reconstruction whereas in the exam
you may have some input into its design.
There are no real traps in answer to (a), and if you adopted a methodical layout you should have
scored full marks. The principal advantage of the layout we've used is that it highlights the
adjustments.
In Part (b) with each of the parties you first assess what the position would be if insolvency did occur,
and then the consequences (certain and uncertain) of reconstruction. Knowledge of the order of
priority in insolvency proceedings is vital. You need to show that the shareholders' and bond holders'
position is not clear-cut. If insolvency proceeds, they will certainly lose money; however, if the
reconstruction proceeds, they will have to pay out more money in return for uncertain future returns
and other possibly undesirable consequences (change in control, lack of security).
The conclusion sums up the benefits to everyone but also emphasises the uncertainties.
566
(a) and (b)

REPORT
To: Board of Directors
From: M Accountant
Date: 17 September 20X1
Subject: Proposed capital reconstruction
Introduction
The purpose of this report is to evaluate the implications of the proposed capital reconstruction of
Brive Inc for the various affected parties, including the shareholders, bond holders, unsecured
payables and the bank. Calculations showing the effect of the reconstruction on the statement of
financial position are included as an appendix to this report.
Ordinary shareholders
In the event of Brive becoming insolvent, the ordinary shareholders would be most unlikely to receive
anything for their shares, since the net proceeds would be as follows.
$
Property 2,000,000
Plant 1,000,000
Inventory 1,700,000
Receivables 1,700,000
Insolvency proceeding costs (770,000)
5,630,000
The total amount due to the payables, bank and bond holders is $8,600,000, leaving nothing
available for the shareholders.
If the reconstruction is undertaken, the existing shareholders will have to provide an additional $1m
of capital in subscribing to the rights issue. However, if the projections are correct the effect of this
should be to bring Brive back into profit, with earnings after interest amounting to $1.4m ($1.75m –
$0.35m) per annum. This amounts to earnings per share of 28c which should permit Brive to start
paying a dividend and providing some return to the shareholders again. The fact that the company is
returning to profit should also make it possible to sell the shares if required which is presumably
difficult at the present time. However, there would be a substantial shift in the balance of control,
with the existing shareholders being left with only 40% of the equity, the balance being in the hands
of the present bond holders.
Secured bond holders
Under the existing arrangements, the amount owing to the bond holders is $3 million. Although the
bonds are secured on the property which has a book value of $3 million, in the event of a forced
sale this would only be likely to realise $2 million, giving a shortfall of $1 million. The bond holders
would rank alongside the bank and the other payables for repayment of this balance. As has been
calculated above, the amount that would be realised after insolvency proceedings and available to
the unsecured payables would be $3.63 million (net of property proceeds). The total amount owed
is:
$m
Bond holders 1.0
Bank (overdraft) 1.6
Payables 4.0
6.6
The bond holders would therefore only receive 55 cents in the dollar on the balance owing, giving a
total payout of 85 cents in the dollar (($2m  $0.55m)/$3.0m).
567
Under the proposed scheme, the bond holders would receive $2.8 million of new capital in return for
the old bonds ie 93.33 cents in the dollar in the form of capital rather than cash. Of this,
$1.3 million would be in the form of 14% unsecured loan notes and the remainder in the form of
equity. They would also have to subscribe an additional $1.5 million to take up the rights issue. Their
total investment in the reconstruction would therefore be:
$m
Cash forgone from insolvency 2.55
Additional cash investment 1.50
4.05
Returns would be:
$
Interest ($1.3m  14%) 182,000
Return on equity ($3m  0.28) 840,000
1,022,000
This represents a return of 25.23% which is likely to be above that which could be earned elsewhere
thus making the scheme attractive to the bond holders. However, in addition they would have to
forgo their security on the property and rank partly with the unsecured payables and partly with the
equity. They should therefore be confident of the ability of the management to deliver the projected
returns before consenting to the scheme.
The bank
Since the overdraft is unsecured, the bank would rank for repayment alongside the unsecured
payables. As calculated above, the amount to be repaid would be 55 cents in the dollar, and the
bank would thus recover $880,000 in the event of insolvency proceedings. In the reconstruction, the
bank would have to write off $400,000 ($1,600,000 debt – $1,200,000 loan notes), but would
receive interest of 14% per annum leading to repayment of the balance in five years' time.
The investment that the bank would be making would therefore be the cash forgone from insolvency
proceedings of $880,000. The annual returns would be $168,000 (14%  $1.2 million) which
represents a return on the incremental investment of 19.1%. Provided that the bank is confident of the
financial projections of the management, it stands to receive $1.2 million in five years' time. The
effective return of 19.1% in the meantime should be in excess of current overdraft rates, and
the level of security is improved since there would no longer be secured bond holders ranking ahead
of the bank for repayment. The scheme is therefore likely to be attractive to the bank.
Unsecured payables
If Brive becomes insolvent the unsecured payables will receive 55 cents in the dollar ie $2.2 million.
Under the proposed scheme they would stand to receive 75 cents (25% written down) in the dollar
with apparently no significant delay in payment. If Brive continues to operate they will be able to
continue to trade with the company and generate further profits from the business. The proposed
scheme therefore seems attractive from their point of view.
Conclusions
The proposed scheme appears to hold benefits for all the parties involved. It is also in the interests of
Brive's customers and workforce for the company to continue to trade. However, these benefits will
only be realised if the directors are correct in their forecast of trading conditions and if the new
investment can achieve the projected returns. All parties should satisfy themselves as to these points
before considering proceeding further with the reconstruction.
568
Before Adjustment After

a b c d e–g
$'000 $'000
Non-current assets 5,700 (2,100) 2,500 6,100
Current assets
Inventory 3,500 (800) 2,700
Receivables 1,800 (100) 1,700
5,300 4,400
Payables (4,000) 1,000 (3,000)
Overdraft (1,600) 1,600 0
Working capital (300) 1,400
Total assets less current
liabilities 5,400 7,500
10% bonds (3,000) 3,000 0
14% loan notes (1,300) (1,200) (2,500)
Net assets 2,400 5,000

Share capital 4,000 (3,000) 1,500 2,500 5,000
Reserves (1,600) 1,600 0
2,400 5,000
26 BBS Stores
Top tips. There is a lot of information in this question and it is easy to become overwhelmed. Before
delving into the detail, read the requirements. This will give you an idea about the detail you are
trying to extract from the question and will focus your attention. You are required to carry out
numerous calculations so label these clearly. It is very easy to get lost otherwise.
In part (a), don't forget that adjustments to the earnings for the EPS calculations will be net of tax.
Part (b) involves a lot of calculations but remember to consider each option and don't forget what
you are actually trying to achieve. You may find it easier to start from what you are required to find
and work backwards. However you decide to do this part of the question, it is imperative that your
workings are clear. Make use of the formulae in the formula sheet where you can.
Easy marks. This is a very involved question but you should be able to pick up some relatively
straightforward marks in part (a) when constructing the comparative statements. You should also be
able to gain at least a few easy marks in part (b) when calculating equity cost of capital (using
CAPM) and WACC.
(a) The proposal would involve the following:

$m
Sell 50% of land and buildings 1,148.50
Sell 50% of assets under construction 82.50
1,231.00
569
Impact on statement of financial position
Option 1 is the proposal to use the proceeds ($1,231m) to reduce medium-term borrowing
and reinvest the balance in the business (non-current assets). The effect would be as follows:
Sales
proceeds
Borrowings and other Property, plant received
financial liabilities and equipment (used)
$m $m $m
Balance at end 20X8 (before
adjustment) 1,130 4,050
Sales proceeds (1,231) 1,231
Repayment of medium-term notes (360) (360)
Reinvestment in company 871 (871)
Balance after adjustment 770 3,690 Nil
Option 2 is the sale and rental scheme proposed by the company's investors on the
assumption that this scheme would release substantial cash to them. The proposal would
involve the repayment of the medium-term notes and the balance ($871m) used to execute a
share buyback. This would involve ($871m/$4) 217.75m shares with a nominal value of
$54.44m.
Borrowings and Property, Called-up
other financial plant and share capital Retained
requirements equipment – equity earnings
$m $m $m $m
Balance at end 20X8 (before
adjustment) 1,130 4,050 425.00 1,535
Sales proceeds (1,231)
Repayment of medium-term
notes (360)
Share buyback (54.44) (817)
Balance at end 20X8 (after
adjustment) 770 2,819 370.56 718
Comparative statements of financial position

20X8 Sales
(original) proceeds Option 1 Option 2
$m $m $m $m $m $m
Non-current assets
Intangible 190 190 190
Property etc 4,050 (1,231) 871 3,690 (1,231) 2,819
Other 500 500 500
4,740 4,380 3,509
Current assets 840 1,231 (1,231) 840 840
Total assets 5,580 5,220 4,349
570
20X8 Sales
(original) proceeds Option 1 Option 2
$m $m $m $m $m $m
Equity
Called-up equity
capital 425 425 (54) 371
Retained earnings 1,535 1,535 (817) 718
Total equity 1,960 1,960 1,089
Liabilities
Current liabilities 1,600 1,600 1,600
Borrowings etc 1,130 (360) 770 (360) 770
Other 890 890 890
Total liabilities 3,620 3,260 3,260
Total liabilities
and equity 5,580 5,220 4,349
Gearing is affected as follows:

20X8 20X8 20X8 (before
(Option 1) (Option 2) adjustment)
Long-term debt (borrowings and other financial
liabilities) 770 770 1,130
Total capital employed (total assets – current
liabilities) 3,620 2,749 3,980
Gearing ratio 21.27% 28.01% 28.39%
Gearing has been reduced substantially with Option 1. Whilst gearing is also reduced slightly
under Option 2, it is considerably higher than the gearing ratio that would result from paying
off the medium-term notes and reinvesting the balance in the company.
Impact on earnings per share (EPS)
Both options will result in a reduction in interest payable due to paying off the medium-term
notes. In addition, credit spread on the 6-year debt would be reduced by 30 basis points with
Option 1. The sale of the property would reduce property rent with both options. Under
Option 1, the funds reinvested in the company would earn a return of 13%.
The total effect would be as follows:
Current
position Option 1 Option 2
$m $m $m
Earnings for 20X8 670.00 670.00 670.00
Add interest saved on medium-term notes (net of
tax): $360m  6.2%  65% (interest is charged
at LIBOR 5.5% + 70 basis points) 14.51 14.51
Add return on reinvested funds ($871m  13% 
65%) 73.60
Add reduction in credit spread on 6-year debt
(0.3%  $770m  65%) 1.50
Less property rent forgone ($1,231m  8% 
65%) (64.01) (64.01)
Adjusted earnings 670.00 695.60 620.50
Number of shares 1,700.00m 1,700.00m 1,482.00m
Adjusted EPS in cents per share 39.41 40.92 41.87
571
(b) Impact of unbundling on the company's WACC
Our starting point for this part of the report is to estimate the asset beta for the retail part of the
business.
Current ke = 10.47% and the current WACC = 9.55%
There are 1,700m shares ($425/0.25) so Ve = 1,700  4 = $6,800m
Vd = $1,130m
We now ungear the current company beta using the formula:

Ve
a = e  = 1.824  (6,800/(6,800 + 1,130(1 – 0.35))
Ve +Vd(1– T)
a = 1.646
The retail asset beta is the weighted average of the individual asset betas:
V  V 
a =  R  bR  +  P  bP 
 VT   VT 
where VR = value of retail section, and R = asset beta of retail section;
VT = total value of business
P = asset beta of property section (this is calculated from the equity beta of other portfolio
companies 1.25  market gearing adjusted for tax of 0.5 = 0.625).
VP = value of property
4,338 2, 462
1.646 =  R +  0.625
6,800 6,800
VT = $4  no. of shares = $4  (425m ÷ 0.25) = $6,800m
VP = 2,297 + 165 = $2,462m
VR = VT – VP = 6,800 – 2,462 = $4,338m

Rearranging the equation we find:
R = 2.225
The asset beta of the company will be a combination of the retail beta (2.225) and the
property beta (0.625). We can now calculate the cost of equity under each option.
Value of equity Option 1 Option 2

= 425m  4  4 [(425m  4) – 217.75m]  4
= $6,800m = $5,929m
The value of property (half of which is sold) is now $2,462m  0.5 = $1,231m
The remaining value of the equity (as above) is the value of the retail section (eg for Option 1
6,800 – 1,231 = 5,569, and for Option 2 5,929 – 1,231 = 4,698).
572
The average asset beta can now be calculated as a weighted average of the asset betas for
property and retail as follows.
Average asset Option 1 Option 2

beta
5,569 1,231 4,698 1,231
 2.225 +  0.625  2.225 +  0.625
6,800 6,800 5,929 5,929
= 1.935 = 1.893
Ve
Now using a = e  we can find the equity beta for either option.
Ve + Vd(1 – T)
Equity beta (adjusted Option 1 Option 2

for gearing)
a = e  6,800 a = e  5,929
(6,800 +(770  0.65)) (5,929 +(770  0.65))
1.935 = e  0.931 1.893 = e  0.922
e = 1.935/0.931 = 2.078 e = 1.893/0.922 = 2.053
Now the cost of equity can be calculated, as follows.
Cost of equity Option 1 Option 2

5% + (2.078  3%) 5% + (2.053  3%)
= 11.23% = 11.16%
Option (1) WACC
 6,800   770 
=   11.23%  +   5.9%  0.65 = 10.48%
 (6,800 + 770)   (6,800 + 770) 
(where 5.9% = LIBOR + 70bp – 30bp)
Option (2) WACC
 5,929   770 
=   11.16%  +   6.2%  0.65 = 10.34%
 (5,929 + 770)   (5,929 + 770) 
Note that both options will increase the current WACC of 9.55% by a considerable margin.
(c) Potential impact of each alternative on the market value of the firm
It is difficult to assess the impact of unbundling on the value of BBS Stores. Although the equity
beta will increase with the removal of part of the existing property portfolio, this will be
countered by a reduction in gearing. We have assumed that the balance of $871 million in
Option 1 could be reinvested at the current rate of return of 13%. If we fail to do so then
shareholders' value will be significantly reduced. To reduce this risk, shareholders appear to
favour Option 2 where they are guaranteed a cash return through a share buyback.
Whether the property is owned or leased should have no effect on the company's value if we
can assume that the current use of the assets and the resultant value gained remain
unchanged. If a separate property company can be set up we may be able to remove
ownership from the statement of financial position. However, we must bear in mind that the
ease with which this can be done will depend on accounting regulations in the country
concerned.
573
A final observation is the assumption of a constant and known share price (400 cents). Share
prices are not constant nor are they certain. In order to assess the potential impact of any
movements in this variable, we should set up a simulation model and run the model for various
share prices and equity betas.
27 Reorganisation
(a) Potential problems with management buyouts:
(i) Deciding on a fair price – management will obviously want to pay the lowest price
possible, while the vendor will want to secure the highest possible price.
(ii) Any geographical relocation may result in the loss of key workers.
(iii) Maintaining a good relationship with suppliers and customers, particularly if key
contacts that suppliers and customers were used to dealing with decide to leave as a
result of the buyout.
(iv) Availability of sufficient cash flow to maintain and replace non-current assets. This is one
of the main problems with buyouts – cash is often very tight at the beginning of the
venture.
(v) Changes in work practices may not suit all employees.
(vi) Maintaining financial arrangements with previous employees may be difficult – for
example, pension rights.
(vii) Many suppliers of funds will insist on representation at board level in order to maintain
some control over how the funds are being used.
(b) In order to estimate the change in the value of equity, we can use forecast retained earnings
figures, assuming dividends to be at the maximum 12% level.
(All figures are in $'000)
0 1 2 3 4 5
EBIT – 2,200 3,100 3,900 4,200 4,500
9.5% interest – 713 713 713 713 713
Earnings before tax – 1,487 2,387 3,187 3,487 3,787
Tax – 446 716 956 1,046 1,136
Earnings after tax – 1,041 1,671 2,231 2,441 2,651
Dividend (12%) – 125 201 268 293 318
Retained earnings – 916 1,470 1,963 2,148 2,333
Equity 17,500 18,416 19,886 21,849 23,997 26,330
 26,330 
Compound growth interest rate = 5  – 1 = 8.5%
 17,500 
The 8.5% growth rate is considerably less than the 15% rise predicted by management,
therefore it can be concluded that the management's estimate does not appear to be viable.
574
28 Transfer prices
Top tips. You can go wrong quite easily in part (a) if you don't think carefully about the layout of
your computation. For each of the options you need to split the calculation between what happens in
the countries where the subsidiaries are located, and what happens in the country where the holding
company is located. Remember also to assess the effect of the withholding tax separately from the
other local taxes.
Part (b) demonstrates how strategic issues can be brought into the discussion part of an answer. It is
not sufficient just to discuss government action. Local issues are important, as well as trying to ensure
goal congruence throughout the group.
(a) The current position is as follows.

UK Ceeland
B$'000 B$'000 B$'000
Revenue and taxes in the local country
Sales 84,000 210,000 294,000
Taxable profit 16,000 46,000 62,000
Tax (1) (4,000) (18,400) (22,400)
Revenue and taxes in Beeland

Dividend 12,000 27,600 39,600
Taxable income 16,000 46,000 62,000
Beeland tax due 5,600 16,100 21,700
Total tax (1) + (2) + (3) 5,600 21,160 26,760
An increase of 25% in the transfer price would have the following effect.
UK Ceeland
B$'000 B$'000 B$'000
Sales 105,000 210,000 315,000
Taxable profit 37,000 25,000 62,000
Tax (1) (9,250) (10,000) (19,250)
575
UK Ceeland
B$'000 B$'000 B$'000
Dividend 27,750 15,000 42,750
Taxable income 37,000 25,000 62,000
Beeland tax due 12,950 8,750 21,700
Total tax (1) + (2) + (3) 12,950 11,500 24,450

The total tax payable by the company is therefore reduced by B$2,310,000 to
B$24,450,000.
(b) Government action
In practice, governments usually seek to prevent multinationals reducing their tax liability
through the manipulation of transfer prices. For tax purposes governments will normally
demand that an 'arm's length' price is used in the computation of the taxable profit and not
an artificial transfer price. If no such 'arm's length' price is available then there may be some
scope for tax minimisation through the choice of transfer price.
Other factors
If it is possible to manipulate the transfer price in this way, there are further factors that the
company must take into consideration before making a final decision.
(i) The level of transfer prices will affect the movement of funds within the group. If
inter-company sales involve the use of different currencies the level of the transfer price
will also affect the group's foreign exchange exposure. These factors must be
taken into account as well as the tax situation.
(ii) The level of profit reported by the subsidiary could affect its local credit rating and
this could be important if the company wishes to raise funds locally. It could also affect
the ease with which credit can be obtained from suppliers.
(iii) The reported profit is likely to have an effect on the motivation of managers and staff in
the subsidiary. If reported profits are high then they may become complacent and cost
control may become weak. If, on the other hand, profits are continually low they may
become demotivated.
(iv) Transfer prices that do not reflect market levels may lead to subsidiaries making
'make or buy' decisions that do not optimise the performance of the group as a whole.
576
Glossary
Glossary
Chapter 1: Financial strategy: formulation

Dividend capacity: the cash generated in any given year that is available to pay to ordinary
Chapter 2: Financial strategy: evaluation

Beta factor: a measure of the sensitivity of a share to movements in the overall market. A beta
factor measures market risk.
Financial risk: the volatility of earnings due to the financial policies of a business.
Systematic (or market) risk: the portion of risk that will still remain even if a diversified portfolio
has been created, because it is determined by general market factors.
Unsystematic (or specific) risk: the component of risk that is associated with investing in that
particular company. This can be reduced by diversification.
Chapter 3: DCF techniques

Internal rate of return (IRR) of any investment: the discount rate at which the NPV is equal to
zero. Alternatively, the IRR can be thought of as the return that is delivered by a project.
Net present value (NPV): of a project is the sum of the discounted cash flows less the initial
investment.
Nominal or money: Adjusted for inflation
Project duration: measure of the average time over which a project delivers its value.
Real terms: At current prices
Chapter 5: International investment and financing decisions

Economic risk: the risk that the present value of a company's future cash flows might be reduced
by adverse exchange rate movements.
Eurobond (or international bond): a bond sold outside the jurisdiction of the country in whose
currency the bond is denominated.
Chapter 6: Cost of capital and changing risk

Asset beta: an ungeared beta measuring only business risk.
Equity beta: a measure of the market risk of a security, including its business and financial risk.
Chapter 8: Valuation for acquisitions and mergers

Free cash flow (FCF): the cash available for payment to investors (shareholders and debt holders),
also called free cash flow to firm.
Free cash flow to equity (FCFE): the cash available for payment to shareholders, also called
dividend capacity.
577
Chapter 9: Acquisitions: strategic issues and regulation
Reverse takeover: a situation where a smaller quoted company (S Co) takes over a larger
unquoted company (L Co) by a share-for-share exchange.
Synergies: extra benefits resulting from an acquisition either from higher cash inflows and/or lower
risk.
Chapter 11: The role of the treasury function

Delta hedge: defines the number of options required. For example the number of share options
required = number of shares ÷ delta
Rho: measures the sensitivity of option prices to interest rate changes.
Theta: the change in an option's price (specifically its time premium) over time.
Treasury management: primarily involves the management of liquidity and risk, and also helps
a company to develop its long term financial strategy.
Vega: measures the sensitivity of an option's price to a change in the implied volatility of the
underlying asset.
Chapter 12: Managing currency risk

Currency options: contracts giving the holder the right, but not the obligation, to buy (call) or sell
(put) a fixed amount of currency at a fixed rate in return for an upfront fee or premium.
Tick: the smallest movement in the exchange rate, which is normally quoted on the futures market to
four decimal places
Chapter 13: Managing interest rate risk

Call option: an option to receive interest at a pre-determined rate on a standard notional amount
Companies that will have a cash flow surplus require contracts to buy.
Companies which will borrow require contracts to sell.
Exchange-traded interest rate option: an agreement with an exchange to pay or receive
interest at a pre-determined rate on a standard notional amount over a fixed standard period
(usually three months) in the future.
FOREX swap: a short-term swap made up of a spot transaction and a forward transaction which
allows a company to obtain foreign currency for a short time period (usually within a week) and then
to swap back into the domestic currency a short-time later at a known (forward) rate.
Forward rate agreement: a contract with a bank to receive or pay interest at a
pre-determined interest rate on a notional amount over a fixed period in the future.
Interest rate future: an agreement with an exchange to pay or receive interest at
a pre-determined rate on a standard notional amount over a fixed standard period (usually
three months) in the future.
Put option: an option to pay interest at a pre-determined rate on a standard notional amount
578
Glossary
Chapter 15: Business reorganisation

Mezzanine finance: finance that had some of the characteristics of both debt and equity.
Unbundling: involves restructuring a business by reorganising it into a number of separate parts.
Chapter 16: Planning and trading issues for multinationals

Arm's length standard: this means that intra-firm trade of multinationals should be priced as if
they took place between unrelated parties acting at arm's length in competitive markets.
Barriers to entry: factors which make it difficult for suppliers to enter a market.
of the parties to the transaction.
Multinational enterprise: one which owns or controls production facilities or subsidiaries or
service facilities outside the country in which it is based.
Securitisation: the process of converting illiquid assets into marketable securities.
579
580
Bibliography
Bibliography
ACCA. (2018) 'ICOs: real deal or token pressure. Exploring Initial Coin Offerings', ACCA [Online]
Available at: https://www.accaglobal.com/content/dam/ACCA_Global/professional-
insights/Initial-coin-offerings/pi-initial-coin-offerings.pdf [Accessed 22 Sept 2018]
BBC. (11 February 2014) Myanma Air signs nearly $1bn leasing deal. BBC [Online] Available
from: http://www.bbc.co.uk/news/business-26131019 [Accessed 25 September 2016].
BBC. (25 March 2015) Kraft shares soar on Heinz merger. BBC [Online] Available from:
http://www.bbc.co.uk/news/business-32050266 [Accessed 27 September 2016].
BBC. (12 October 2015) Dell agrees $67bn EMC takeover. BBC [Online] Available from:
http://www.bbc.co.uk/news/business-34505553 [Accessed 27 September 2016].
Chester, J. (2018) 'Can your start-up run an ICO?', Forbes [Online] Available at:
https://www.forbes.com/sites/jonathanchester/2018/02/28/can-my-startup-run-an-initial-coin-
offering/#70ed0a6d5a30 [Accessed 22 Sept 2018]
Davies, R. (15 December 2015) Starbucks pays UK corporation tax of £8.1m. Guardian [Online]
Available from: https://www.theguardian.com/business/2015/dec/15/starbucks-pays-uk-
corporation-tax-8-million-pounds [Accessed 25 September 2016].
Economist. (11 July 2018) The Big Mac Index. Economist [Online] Available from:
http://www.economist.com/content/big-mac-index [Accessed 12 October 2018].
Lielacher, A. (2017) 'Understanding token types', Bitcoin Market Journal [Online] Available at:
https://www.bitcoinmarketjournal.com/ico-token/ [Accessed 28 Sept 2018]
New York University Stern School of Business. (January 2016) Price and Value to Book Ratio by
Sector (US) Stern NYU [Online] Available from:
http://pages.stern.nyu.edu/~adamodar/New_Home_Page/datafile/pbvdata.html [Accessed
27 September 2016].
Ryan, B. (2007) Corporate Finance and Valuation. London, Cengage Learning.
Standard & Poor's. (30 April 2015) Default, Transition, and Recovery: 2014 Annual Global
Corporate Default Study And Rating Transitions [Online] Available from
http://aeri.es/irconference/docs/agenda/1710%20Carlos%20Garrido%20Rating.pdf [Accessed
26 September 2016].
Watson, D. and Head, A. (2013) Corporate Finance Principles and Practice. 6th edition. Pearson
Education Limited.
581
582
Mathematical tables and formulae
Formulae
Modigliani and Miller Proposition 2 (with tax)
i i Vd
k e = k e +(1– T)(k e – k d )
Ve
The Capital Asset Pricing Model
E(ri ) = Rf + βi (E(rm ) – Rf )
The asset beta formula
 Ve   Vd (1– T) 
βa =  βe  +  βd 
 (Ve + Vd (1– T))   (Ve + Vd (1– T)) 
The Growth Model
D o (1+ g)
Po =
(re – g)
Gordon's growth approximation
g = bre
The weighted average cost of capital
 Ve   Vd 
WACC =   ke +   k d (1– T)
 Ve + Vd  Ve + Vd
The Fisher formula
(1+ i) = (1+ r)(1+ h)
Purchasing power parity and interest rate parity
(1+ hc ) (1+ ic )
S1 = S 0  F0 = S 0 
(1+ hb ) (1+ ib )
Modified Internal Rate of Return

1
 PV  n
MIRR =  R  (1+ re ) – 1
 PVl 
583
The Black–-Scholes option pricing model
–rt
c = PaN(d1) – PeN(d2 )e
Where:
2
In(Pa / Pe ) + (r + 0.5s )t
d1 =
s t
d2 = d1 – s t
The Put Call Parity relationship

–rt
p = c – Pa +Pe e
584
Present value table

–n
Present value of 1, ie (1 + r)
Where r = discount rate

n = number of periods
Discount rates (r)
Periods
(n) 1% 2% 3% 4% 5% 6% 7% 8% 9% 10%
1 0.990 0.980 0.971 0.962 0.952 0.943 0.935 0.926 0.917 0.909
2 0.980 0.961 0.943 0.925 0.907 0.890 0.873 0.857 0.842 0.826
3 0.971 0.942 0.915 0.889 0.864 0.840 0.816 0.794 0.772 0.751
4 0.961 0.924 0.888 0.855 0.823 0.792 0.763 0.735 0.708 0.683
5 0.951 0.906 0.863 0.822 0.784 0.747 0.713 0.681 0.650 0.621
6 0.942 0.888 0.837 0.790 0.746 0.705 0.666 0.630 0.596 0.564
7 0.933 0.871 0.813 0.760 0.711 0.665 0.623 0.583 0.547 0.513
8 0.923 0.853 0.789 0.731 0.677 0.627 0.582 0.540 0.502 0.467
9 0.914 0.837 0.766 0.703 0.645 0.592 0.544 0.500 0.460 0.424
10 0.905 0.820 0.744 0.676 0.614 0.558 0.508 0.463 0.422 0.386
11 0.896 0.804 0.722 0.650 0.585 0.527 0.475 0.429 0.388 0.350
12 0.887 0.788 0.701 0.625 0.557 0.497 0.444 0.397 0.356 0.319
13 0.879 0.773 0.681 0.601 0.530 0.469 0.415 0.368 0.326 0.290
14 0.870 0.758 0.661 0.577 0.505 0.442 0.388 0.340 0.299 0.263
15 0.861 0.743 0.642 0.555 0.481 0.417 0.362 0.315 0.275 0.239
(n) 11% 12% 13% 14% 15% 16% 17% 18% 19% 20%
1 0.901 0.893 0.885 0.877 0.870 0.862 0.855 0.847 0.840 0.833
2 0.812 0.797 0.783 0.769 0.756 0.743 0.731 0.718 0.706 0.694
3 0.731 0.712 0.693 0.675 0.658 0.641 0.624 0.609 0.593 0.579
4 0.659 0.636 0.613 0.592 0.572 0.552 0.534 0.516 0.499 0.482
5 0.593 0.567 0.543 0.519 0.497 0.476 0.456 0.437 0.419 0.402
6 0.535 0.507 0.480 0.456 0.432 0.410 0.390 0.370 0.352 0.335
7 0.482 0.452 0.425 0.400 0.376 0.354 0.333 0.314 0.296 0.279
8 0.434 0.404 0.376 0.351 0.327 0.305 0.285 0.266 0.249 0.233
9 0.391 0.361 0.333 0.308 0.284 0.263 0.243 0.225 0.209 0.194
10 0.352 0.322 0.295 0.270 0.247 0.227 0.208 0.191 0.176 0.162
11 0.317 0.287 0.261 0.237 0.215 0.195 0.178 0.162 0.148 0.135
12 0.286 0.257 0.231 0.208 0.187 0.168 0.152 0.137 0.124 0.112
13 0.258 0.229 0.204 0.182 0.163 0.145 0.130 0.116 0.104 0.093
14 0.232 0.205 0.181 0.160 0.141 0.125 0.111 0.099 0.088 0.078
15 0.209 0.183 0.160 0.140 0.123 0.108 0.095 0.084 0.074 0.065
585
Annuity table
–n
1– (1+r)
Present value of an annuity ie
r
Where r = discount rate
n = number of periods
Interest rates (r)
Periods
(n) 1% 2% 3% 4% 5% 6% 7% 8% 9% 10%
1 0.990 0.980 0.971 0.962 0.952 0.943 0.935 0.926 0.917 0.909
2 1.970 1.942 1.913 1.886 1.859 1.833 1.808 1.783 1.759 1.736
3 2.941 2.884 2.829 2.775 2.723 2.673 2.624 2.577 2.531 2.487
4 3.902 3.808 3.717 3.630 3.546 3.465 3.387 3.312 3.240 3.170
5 4.853 4.713 4.580 4.452 4.329 4.212 4.100 3.993 3.890 3.791
6 5.795 5.601 5.417 5.242 5.076 4.917 4.767 4.623 4.486 4.355
7 6.728 6.472 6.230 6.002 5.786 5.582 5.389 5.206 5.033 4.868
8 7.652 7.325 7.020 6.733 6.463 6.210 5.971 5.747 5.535 5.335
9 8.566 8.162 7.786 7.435 7.108 6.802 6.515 6.247 5.995 5.759
10 9.471 8.983 8.530 8.111 7.722 7.360 7.024 6.710 6.418 6.145
11 10.368 9.787 9.253 8.760 8.306 7.887 7.499 7.139 6.805 6.495
12 11.255 10.575 9.954 9.385 8.863 8.384 7.943 7.536 7.161 6.814
13 12.134 11.348 10.635 9.986 9.394 8.853 8.358 7.904 7.487 7.103
14 13.004 12.106 11.296 10.563 9.899 9.295 8.745 8.244 7.786 7.367
15 13.865 12.849 11.938 11.118 10.380 9.712 9.108 8.559 8.061 7.606
(n) 11% 12% 13% 14% 15% 16% 17% 18% 19% 20%
1 0.901 0.893 0.885 0.877 0.870 0.862 0.855 0.847 0.840 0.833
2 1.713 1.690 1.668 1.647 1.626 1.605 1.585 1.566 1.547 1.528
3 2.444 2.402 2.361 2.322 2.283 2.246 2.210 2.174 2.140 2.106
4 3.102 3.037 2.974 2.914 2.855 2.798 2.743 2.690 2.639 2.589
5 3.696 3.605 3.517 3.433 3.352 3.274 3.199 3.127 3.058 2.991
6 4.231 4.111 3.998 3.889 3.784 3.685 3.589 3.498 3.410 3.326
7 4.712 4.564 4.423 4.288 4.160 4.039 3.922 3.812 3.706 3.605
8 5.146 4.968 4.799 4.639 4.487 4.344 4.207 4.078 3.954 3.837
9 5.537 5.328 5.132 4.946 4.772 4.607 4.451 4.303 4.163 4.031
10 5.889 5.650 5.426 5.216 5.019 4.833 4.659 4.494 4.339 4.192
11 6.207 5.938 5.687 5.453 5.234 5.029 4.836 4.656 4.486 4.327
12 6.492 6.194 5.918 5.660 5.421 5.197 4.988 4.793 4.611 4.439
13 6.750 6.424 6.122 5.842 5.583 5.342 5.118 4.910 4.715 4.533
14 6.982 6.628 6.302 6.002 5.724 5.468 5.229 5.008 4.802 4.611
15 7.191 6.811 6.462 6.142 5.847 5.575 5.324 5.092 4.876 4.675
586
(x  ) 0.00 0.01 0.02 0.03 0.04 0.05 0.06 0.07 0.08 0.09
Z=

0.0 .0000 .0040 .0080 .0120 .0160 .0199 .0239 .0279 .0319 .0359
0.1 .0398 .0438 .0478 .0517 .0557 .0596 .0636 .0675 .0714 .0753
0.2 .0793 .0832 .0871 .0910 .0948 .0987 .1026 .1064 .1103 .1141
0.3 .1179 .1217 .1255 .1293 .1331 .1368 .1406 .1443 .1480 .1517
0.4 .1554 .1591 .1628 .1664 .1700 .1736 .1772 .1808 .1844 .1879
0.5 .1915 .1950 .1985 .2019 .2054 .2088 .2123 .2157 .2190 .2224
0.6 .2257 .2291 .2324 .2357 .2389 .2422 .2454 .2486 .2517 .2549
0.7 .2580 .2611 .2642 .2673 .2704 .2734 .2764 .2794 .2823 .2852
0.8 .2881 .2910 .2939 .2967 .2995 .3023 .3051 .3078 .3106 .3133
0.9 .3159 .3186 .3212 .3238 .3264 .3289 .3315 .3340 .3365 .3389
1.0 .3413 .3438 .3461 .3485 .3508 .3531 .3554 .3577 .3599 .3621
1.1 .3643 .3665 .3686 .3708 .3729 .3749 .3770 .3790 .3810 .3830
1.2 .3849 .3869 .3888 .3907 .3925 .3944 .3962 .3980 .3997 .4015
1.3 .4032 .4049 .4066 .4082 .4099 .4115 .4131 .4147 .4162 .4177
1.4 .4192 .4207 .4222 .4236 .4251 .4265 .4279 .4292 .4306 .4319
1.5 .4332 .4345 .4357 .4370 .4382 .4394 .4406 .4418 .4429 .4441
1.6 .4452 .4463 .4474 .4484 .4495 .4505 .4515 .4525 .4535 .4545
1.7 .4554 .4564 .4573 .4582 .4591 .4599 .4608 .4616 .4625 .4633
1.8 .4641 .4649 .4656 .4664 .4671 .4678 .4686 .4693 .4699 .4706
1.9 .4713 .4719 .4726 .4732 .4738 .4744 .4750 .4756 .4761 .4767
2.0 .4772 .4778 .4783 .4788 .4793 .4798 .4803 .4808 .4812 .4817
2.1 .4821 .4826 .4830 .4834 .4838 .4842 .4846 .4850 .4854 .4857
2.2 .4861 .4864 .4868 .4871 .4875 .4878 .4881 .4884 .4887 .4890
2.3 .4893 .4896 .4898 .4901 .4904 .4906 .4909 .4911 .4913 .4916
2.4 .4918 .4920 .4922 .4925 .4927 .4929 .4931 .4932 .4934 .4936
2.5 .4938 .4940 .4941 .4943 .4945 .4946 .4948 .4949 .4951 .4952
2.6 .4953 .4955 .4956 .4957 .4959 .4960 .4961 .4962 .4963 .4964
2.7 .4965 .4966 .4967 .4968 .4969 .4970 .4971 .4972 .4973 .4974
2.8 .4974 .4975 .4976 .4977 .4977 .4978 .4979 .4979 .4980 .4981
2.9 .4981 .4982 .4982 .4983 .4984 .4984 .4985 .4985 .4986 .4986
3.0 .4987 .4987 .4987 .4988 .4988 .4989 .4989 .4989 .4990 .4990
This table can be used to calculate N(d1), the cumulative normal distribution functions needed for the
Black–Scholes model of option pricing. If d1 > 0, add 0.5 to the relevant number above. If d1 < 0,
subtract the relevant number above from 0.5.
587
588
Index
Index
A Credit risk measurement, 431

Crown jewels, 182, 447, 488
Absolute cost barriers, 477
Currency futures, 231
Accelerating payments, 458
Currency options, 238
Adjusted present value (APV), 118
Currency swaps, 271
Advantages of international trade, 477
Customs duties, 478
Agency theory, 10
Customs union, 312
Anti-takeover measures, 185
Arm’s length standard, 315
Arm's length standard, 315, 486 D
Asset beta, 121 Dark pool trading systems, 320
Asset securitisation, 436 Defence against a takeover, 182
Asset–based models, 154 Delaying payments, 458
Delta, 217
Delta hedge, 218
B Discounted payback period, 60
Bank of England, 480
Diversification, 176
Bank of Japan, 480
Dividend capacity, 314
Barriers to entry, 477
Dividend decision, 6
Basis risk, 235
Dividend payout ratio, 388
Behavioural finance, 32
Dividend valuation model (DVM), 160
Beta factor, 21, 381, 382
Divisible projects, 402
Black–Scholes (BSOP) model, 75
Dumping, 479
Blocked funds, 315
Board neutrality, 185
Branch or subsidiary, 316 E
Break-through rule, 181, 185 Economic risk, 87
Business angels, 435 Economic union, 312
Buy-in, 303 Economies of scale, 478
Embargo on imports, 478
Equity beta, 121
C Ethical theory, 372
Calculating market values of debt and equity,
Ethics, 9
26
EU Takeovers Directive, 180
Call option, 259
Eurobond, 415
Capital Asset Pricing Model (CAPM), 22
European Central Bank, 479
Capital employed, 386
Exchange traded interest rate option,
Cash offer, 191
259
Cash operating cycle, 387
Exchange traded options, 239
Cash slack, 176
Expected values, 60
Cash-based models, 159
Export credit guarantees, 478
Central banks, 313
City Code, 179
Common market, 312 F
Competition and Markets Authority, 181, Federal Reserve System, 480
446, 447 Financial gearing, 388
Contract to buy, 256 Financial risk, 31
Contract to sell, 256 Financial strategy, 4
Credit crunch, 318 Financial synergy, 176
Credit rating, 25 Financing a subsidiary, 316
Credit ratings, 135 FOREX swap, 273
589
Forward contracts, 229 Matching, 229
Forward rate agreement (FRA), 256 Mezzanine finance, 301
Free cash flow (FCF), 162 Mixed offer, 192
Free cash flow to equity (FCFE), 162 Modigliani & Miller (M&M) theory, 115
Free trade area, 312 Modigliani and Miller, 420
Money laundering, 320, 490
G Money market hedging, 230
Multinational enterprise, 476
Gamma, 219
Multinational enterprises, 476
Going private, 472
Mutually exclusive projects, 402
Golden parachute, 447, 487
Gordon's growth approximation, 381
Growth in dividends, 381 N
Net operating income, 420
H Net present value (NPV), 54
Netting, 213
Hard capital rationing, 401
North American Free Trade Agreement
(NAFTA), 312
I
Import quotas, 478
Indivisible projects, 402
O
Over-the-counter options, 265
Infant industries, 479
Over-the-counter options (OTC), 238
Integrated Reporting, 11
Interest rate collars, 262
Interest rate future, 256 P
Interest rate swaps, 265 Pacman defence, 447, 488
Internal rate of return (IRR), 57 Paper offer, 191
International Monetary Fund (IMF), 313 Payback period, 60
International trade, 476 Pecking order theory, 118
Investments that change business risk, 122 Poison pill, 447
Irredeemable, 434 Portfolio restructuring, 297
Post-acquisition P/E valuation, 158
J Principle of equal treatment, 185
Private equity, 436
Joint venture, 402
Probability of default, 431
Project duration, 61
L Put option, 259
Lagging, 458
Law of comparative advantage, 476
Leading, 458
R
Ratio analysis, 27
Legal barriers, 477, 478
Real options, 73
Less developed countries, 479
Receivables collection period, 387
Recovery rate, 431
M Reputational risk, 391
Management audit, 11 Reverse takeover, 178
Management buy-in, 303 Rho, 221
Management charges, 93, 94 Risk adjusted discount factor, 60
Mandatory-bid rule, 185 Risk diversification, 32
Margins and marking to market, 237 Risk management, 53
Market risk, 21 Risk mitigation, 32
Market risk, 21 Royalty, 93, 94
Market-based models, 156
590
Index
S Tranching, 318
Transfer price manipulation, 486
Scrip dividends, 8
Transfer pricing, 315
Securitisation, 318
Treasury management, 213
Sensitivity analysis, 60
Share buybacks, 8
Simulation, 60 U
Single market, 312 Unbundling, 299
Soft capital rationing, 401 Unsystematic risk, 21
Special dividends, 8
Specialisation, 478 V
Specific risk, 21 Valuing interest rate swaps, 269
Squeeze-out and sell-out rights, 185 Vega, 220
Static trade-off theory, 117 Venture capital, 435
Swaps as a spread, 268 View of WACC, 420
Synergies, 176
Synthetic foreign exchange agreements
(SAFEs), 461 W
Systematic (or market) risk, 21 White knights and white squires, 182, 447,
Systematic risk, 21 488
World Bank, 313
World Trade Organisation (WTO), 313
T
Tariffs, 478
Theta, 220
Y
Yield curve, 24, 133
Thin capitalisation, 317
Total shareholder return, 4, 28
591
592
Notes
Notes
Notes
Notes
Notes
Review Form – Advanced Financial Management (02/19)
Name: Address:
How have you used this Workbook? During the past six months do you recall
(Tick one box only) seeing/receiving any of the following?
(Tick as many boxes as are relevant)
 Home study (book only)
 Our advertisement in Student Accountant
 On a course: college
 Our advertisement in Pass
 With 'correspondence' package
 Our advertisement in PQ
 Other
 Our brochure with a letter through the post
Why did you decide to purchase this
Workbook?  Our website www.bpp.com
(Tick one box only) Which (if any) aspects of our advertising
 Have used other BPP products in the past do you find useful?
(Tick as many boxes as are relevant)
 Recommendation by friend/colleague
 Prices and publication dates of new editions
 Recommendation by a lecturer at college
 Information on product content
 Saw advertising
 Facility to order books off-the-page
 Other
 None of the above
Which BPP products have you used?

Workbook Other
Kit
Your ratings, comments and suggestions would be appreciated on the following areas.
Very useful Useful Not useful
Passing AFM   
Skills Checkpoints   
Activities   
Essential Reading   
Overall opinion of this Workbook Excellent  Good  Adequate  Poor 
Do you intend to continue using BPP

Yes  No 
products?
The BPP author of this edition can be e-mailed at: learningmedia@bpp.com

Review Form (continued)
TELL US WHAT YOU THINK
Please note any further comments and suggestions/errors below.

BPP Afm Study Mat

Uploaded by

Copyright:

Available Formats

BPP Afm Study Mat

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

BPP Afm Study Mat

Uploaded by

Copyright:

Available Formats

Advanced Financial

ISBN 9781 5097 2347 8 A note about copyright

 Scanning, ripcasting or conversion of our digital

BPP Learning Media – ACCA Approved Content Provider

The PER alert

Chapter Summary of Essential reading content

1 Financial strategy:  Further discussion of dividend policy including brought forward

3 Discounted cash  Discussion of post-audits

5 International  Further discussion of economic risk, exchange controls, purchasing

Chapter Summary of Essential reading content

6 Cost of capital  Recap of theories of capital structure: brought forward knowledge

7 Financing and  Background information on how credit ratings are calculated

8 Valuation for  Extra notes on asset and market-based models

9 Acquisitions:  Discussion of different types of mergers and acquisitions

10 Financing  Discussion of different types of paper issues

11 The role of the  Discussion of the organisation of the treasury function

12 Managing  Recap of internal hedging techniques, forward contracts and money

14 Financial  Discussion of leveraged buy-outs

15 Business  Further discussion of demergers

16 Planning and  General issues in international trade

A Role of the senior financial adviser in the multinational organisation

Achieving ACCA's Study Guide Learning Outcomes

A Role of senior financial adviser in the multinational organisation

A1 The role and responsibility of senior financial executive/adviser Chapter 1

A2 Financial strategy formulation Chapter 2

A3 Ethical and governance issues Chapter 1

A4 Management of international trade and finance Chapter 16

A5 Strategic business and financial planning for multinational organisations Chapter 16

A6 Dividend policy in multinationals and transfer pricing Chapter 16

B Advanced investment appraisal

B1 Discounted cash flow techniques Chapter 3

B2 Application of option pricing theory in investment decisions Chapter 4

B4 Valuation and the use of free cash flows Chapter 8

B5 International investment and financing decisions Chapter 5

C Acquisitions and mergers

C1 Acquisitions and mergers versus other growth strategies Chapter 9

C2 Valuation for acquisitions and mergers Chapter 8

C3 Regulatory framework and processes Chapter 9

C4 Financing acquisitions and mergers Chapter 10

D Corporate reconstruction and reorganisation

D1 Financial reconstruction Chapter 14

D2 Business re-organisation Chapter 15

E Treasury and advanced risk management techniques

E1 The role of the treasury function in multinationals Chapter 11

E2 The use of financial derivatives to hedge against forex risk Chapter 12

Approach to examining the syllabus

Format of the exam Marks

Question 1 Compulsory scenario-based question 50

Questions 2, 3 2 × 25 mark scenario-based questions 50

Analysis of past exams

16 Planning and trading B B B

11 Role of the treasury A B B A B

13 Hedging interest rate B B B B B

Essential skills areas to be successful in Advanced

Addressing the investment

Specific AFM skills

Skill 1: Addressing the scenario

STEP 1 Allow about 20% of your allotted time for planning.

STEP 3 Complete your calculations in a time-efficient manner – if necessary, make

Skill 3: Identifying the required numerical analysis