AFM MJ23 Examiner's Report
AFM MJ23 Examiner's Report
AFM MJ23 Examiner's Report
Management (AFM)
March/June 2023
Examiner’s report
The examining team share their observations from the
marking process to highlight strengths and
weaknesses in candidates’ performance, and to offer
constructive advice for those sitting the exam in the
future.
Contents
General comments .............................................................. 2
Format of exam ................................................................... 2
Question 1 – Joshua Co ...................................................... 2
Requirement (a) – 5 marks .............................................. 3
Requirement (bi) – 5 marks ............................................. 4
Requirement (bii) – 11 marks .......................................... 4
Requirement (biii) – 6 marks ........................................... 5
Requirement (biv) – 8 marks ........................................... 6
Requirement (bv) – 5 marks ............................................ 6
Professional skills – 10 marks ......................................... 6
Summary ......................................................................... 7
Question 2 – Oxwick Co ...................................................... 8
Requirement (a) – 5 marks .............................................. 9
Requirement (b) – 10 marks ............................................ 9
Requirement (c) – 5 marks ............................................ 11
Professional skills – 5 marks ......................................... 11
Summary ....................................................................... 12
Question 3 – Blackbosca Co ............................................. 13
Examiner’s
Part report........................................................
(a) – 13 marks – AFM March/June 2023 14 1
In this report, the examining team provide constructive guidance on how to answer
these questions whilst sharing their observations from the marking process,
highlighting the strengths and weaknesses of candidates who attempted them. Future
candidates can use this examiner’s report as part of their exam preparation, attempting
question practice on the ACCA Practice Platform and reviewing the published answers
alongside this report.
Format of exam
The examination comprised two sections, A and B. Section A consisted of one
compulsory question for 50 marks in total. Section B consisted of two compulsory
questions for 25 marks each. Out of this total of 100 marks across sections A and B,
20 marks were available for professional skills related to communication, commercial
acumen, analysis and evaluation. 80 technical marks were available for applying
appropriate technical knowledge in response to the requirements.
Section A
Question 1 – Joshua Co
Question scenario
A key requirement of last year’s bid was a 35% share premium that was required by
Fraser Co’s shareholders. Financial details are given for Joshua Co and Fraser Co in
addition to other information about the proposed offer including cash flow projections
and dividend information.
Additional information is also given about using a share buyback as an alternative
defence strategy.
There are several requirements relating to this scenario focusing on the additional
value the acquisition could bring, its’ effect on shareholder value and dividends, and
the concerns shareholders may have. Candidates are also asked to discuss agency
issues relating to the proposed acquisition and the credibility of a share buyback as
an alternative takeover defence tactic.
General comments
The detailed review below focuses on each of the requirements, highlights the
approach taken by candidates and any issues that need to be addressed when using
this question as a study aid.
Part (a) requires candidates to discuss the agency problems created by Joshua Co’s
proposed takeover of Fraser Co and how these could be mitigated specifically in the
context of a defence and risk diversification strategy.
There were a few good answers to this requirement but on the whole candidates
generally struggled to answer this part well. A significant number of candidates
discussed diversification as a takeover strategy and failed to focus their answers on
agency issues. It was not clear whether they had misread the requirement or that they
were unprepared to discuss agency issues. Those candidates that were able to give
This requirement requires candidates to estimate the additional value created from
Joshua Co’s acquisition proposal. Exhibit 2 provides a range of financial information
relating to both companies and from this, candidates are required to identify the
relevant information and undertake the calculation based on a PV approach. Well
prepared candidates were able to score extremely well on this requirement of the
question and it was not unusual to see very good marks.
Many candidates correctly calculated the projected total corporate value using a PV
approach with a perpetuity terminal value. Common errors included calculating the
Having calculated the overall expected corporate value candidates were then required
to calculate the expected equity value by adjusting this figure by the value of debt
(given in the question as 30%). The expected additional value of the proposal can then
be calculated by deducting the initial market value of the shares of Joshua Co and
Fraser Co from the expected equity value. Many candidates failed to adjust the total
corporate value for the value of debt but then went on to calculate a figure for the
expected additional value and were rewarded for this calculation.
Up to this point many candidates had done very well with the calculations. However,
this requirement was not well answered. Most candidates did calculate some absolute
figures for the change in value rather than %’s which did earn them some marks. A
common mistake amongst candidates who attempted a % change was to calculate it
on a single share basis. This does not work in this situation as the expected share
price is much lower than Fraser Co’s original share price but shareholders would now
hold 3 shares in the company compared to the one they previously held (meaning a
sizeable increase in value). The share for share effect was seldom picked up by
candidates leading to very different conclusions.
There were some marks available for discussion and these were awarded based on
OFR but few candidates offered any comparison or comments at all.
It was disappointing to see that there were quite a few candidates who didn’t answer
this part at all.
This requirement focusses on two areas that require discussion - the assumptions
relating to the valuation and shareholder concerns about the proposal. Assumptions
were on the whole discussed well but some candidates just listed them without any
discussion, limiting the marks awarded to them. Candidates need to be aware that
cutting and pasting information directly from the scenario and including it as an answer
or part of an answer without adding any discussion will not be rewarded.
Shareholder concerns were addressed quite well but there was information in the case
that should have been used to contribute to a candidate’s discussion. For example,
how would shareholders react to a new bid when one failed last year or questioning
the terms of the offer and the 35% premium.
Generally candidates were clear that Joshua had no cash to finance the buyback and
commented on the issue of the covenant if extra debt was taken on to finance it. There
were however a significant number of candidates who seemed unsure about the
impact of a buyback and why it would be useful. There was a lot of misunderstanding
demonstrated by candidates with quite a few believing it would increase the issued
share capital and lead to dilution of EPS. Quite a wide range of marks were awarded
but it was disappointing to see so many responses which appeared to indicate a lack
of preparation and revision on this area.
Communication
The communication skills mark relates to part (b) and requires a report format with
appropriate structure. Candidates that did not achieve full marks were either not
following the report structure or not awarded the full marks for the style, language and
clarity of their response. There are still a surprising number of candidates who forget
a conclusion or who do not present their answer in any form of a report meaning they
lose valuable marks that are relatively easy to achieve.
The majority of candidates were able to appropriately use the data to determine
suitable calculations. On the whole, marks for this skill were good. Candidates that
achieved fewer marks for this skill often failed to base their discussions on previous
Scepticism
The scepticism marks in this question are awarded for effective challenge of
information, such as for b(iv) where there is the opportunity to question the rationale
for the acquisition and the board’s motivation for the offer. In addition marks could be
gained for demonstrating the ability to probe into the reasons for issues, such as
questioning the impact of the variables in the calculation of the additional value.
Commercial Acumen
Few candidates were able to demonstrate commercial acumen skills by relating their
discussion and information in the scenario to the real world. In this scenario candidates
could have enhanced their discussion of risk diversification by relating it to institutional
shareholders like pension funds who diversify across a wide range of markets
Summary
Overall, this is a good mergers and acquisitions question. Well prepared candidates
were able to do very well. Thorough reading of the scenario, planning and a
structured approach benefitted many candidates and ensured time was not wasted
on needless calculations and discussion, but directed at the key areas. The ability to
apply knowledge to a given scenario is a skill required throughout this stage of the
qualification and reinforces the need to practice past questions under exam
conditions
Question 2 – Oxwick Co
Oxwick Co is worth 25 marks which translates into 45 minutes for candidates to spend
on this question. Candidates should read the question thoroughly to become familiar
with the scenario and then plan their time carefully in order to address the specific
issues in the question and gain maximum marks for each requirement. Candidates
must then plan their answer to have the opportunity to gain the maximum marks for
each section. Candidates should ensure they answer the requirement in the time
allotted and avoid unnecessary detail such as repeating the facts from the scenario
rather than spending their time making sure they address the requirement. Marks are
not allocated for information which is repeated from the scenario without any analysis
or evaluation.
Question scenario
Exhibit one presented information about Oxwick Co, a soft drinks manufacturer looking
to expand. Ludham Co is an unlisted company producing a premium brand of soft
drinks. This exhibit introduces the views of a non-executive director who believes
shareholders only want acquisitions which reduce risk and therefore increase
company value and that acquiring Ludham Co would not reduce risk.
Candidates were then required to estimate the equity value of the combined company
and the percentage gain that would accrue to Oxwick Co’s shareholders. The final
requirement was a discussion on the assumptions made in the calculations of the
values in part (b)
This question was, generally, answered quite well. In the valuation calculation many
candidates were able to produce a well-structured answer demonstrating their ability
to apply valuations using the price earnings method and the discounted cash flow
method.
The discussion requirements were answered less well. Many candidates did not
challenge the non-executive’s view but were more confident in discussing the
advantages of a related acquisition. When discussing assumptions used in the
calculations there are still too many candidates simply stating the assumptions as they
are given in the scenario or providing a short list. Candidates that really understand
the scenario and are able to relate to relevant issues will always be rewarded and are
more likely to earn the professional skills marks.
Time pressure did not seem to be an issue and those responses that were short or
incomplete were more likely to have been caused by lack of preparation.
The detailed review below focuses on each of the requirements, highlights the
approach taken by candidates and any issues which need to be addressed when using
this question as a study aid.
There were some good answers to this requirement where candidates addressed both
of the areas very well. However, candidates on the whole do need to be more confident
in challenging statements given in the question rather than assuming the non-
executive director’s views are correct. Many candidates did recognise that
shareholders could diversify their own portfolios but often did not relate this fact to the
non-executive’s views as to whether Oxwick Co should diversify into new areas to
reduce risk. The non-executive also suggested that Oxwick Co should look to acquire
one or more of its suppliers to reduce risk. This point was only discussed by better
candidates and demonstrates the need to read the question thoroughly and discuss
all the information given in the scenario. A few candidates did just state the non-
executive’s view as given in the question with no discussion as to whether it is a
feasible strategy for Oxwick Co and therefore earned no marks for doing this.
The majority of candidates did discuss the acquisition of Ludham Co and were able to
give good reasons why the acquisition could create value citing synergy benefits,
economies of scale, competitive position or better distribution channels.
This next part of the question did cause a few problems for some candidates and there
were quite a number who did not progress beyond the values above.
Having calculated the equity value of the combined company and the two individual
values the next step was to calculate the overall gain in value and apportion it between
the two companies. Ludham Co required a 15% premium on their current value and
this amount should be calculated based on the price earnings valuation noted above.
The value of the acquisition to Oxwick Co’s shareholders is the difference between the
combined company equity value and the initial value of the two companies plus the
15% premium calculated for Ludham Co. Following on from this the requirement with
respect to the percentage gain to Oxwick Co’s shareholders and whether it achieves
the 15% required return can be addressed by expressing the value of the acquisition
to Oxwick Co as a percentage of Oxwick Co’s initial value.
The most common errors were to ignore the gain required by Ludham Co’s
shareholders of 15% and apportion all the gain to Oxwick Co and to calculate the
proportion of the overall gain that would go to Oxwick Co rather than the gain on the
initial value. However a good proportion of candidates were able to work through all
the calculations correctly and it is worth reminding candidates that a mistake only gets
penalised once so an incorrect valuation at the start can still result in a good answer
being well rewarded.
There will be some assumptions not stated in the scenario such as how the cost of
capital is calculated. This can be discussed further as there is an implicit assumption
within the cost of capital calculation that the ratio of debt and equity will not change.
Funding in an acquisition decision could change the capital structure so candidates
could go on to the impact of this on the acquisition.
On the whole candidates were awarded an average mark for professional skills.
Candidates were generally good at demonstrating skills of analysis and evaluation but
not so good at demonstrating scepticism and commercial acumen.
Scepticism
The scepticism marks in this question could be awarded for questioning the assertions
made by the non-executive director concerning the need to reduce risk by diversifying
into other unrelated areas and for questioning realism and possible bias in
assumptions. Candidates need to develop confidence in order to question statements
Commercial Acumen
Summary
Overall, this is a good mergers and acquisitions question. Well prepared candidates
were able to do very well. Thorough reading of the scenario, planning and a structured
approach benefitted many candidates and ensured time was not wasted on needless
calculations and discussion but directed at the key areas. The ability to apply
knowledge to a given scenario is a skill required throughout this stage of the
qualification and reinforces the need to practice past questions under exam conditions
and study model answers.
Candidates should avoid the temptation to expand their answer to one requirement
beyond the time allotted, using time that should have been spent answering the
remaining requirements and the other questions in the exam. Markers cannot allocate
more marks to a requirement than the maximum available, even if the comments may
otherwise be worthy of additional credit.
Scenario background
Exhibit one presented background information about an online food delivery company,
Blackbosca Co. Due to rapid revenue growth in its home market, the company would
like to expand into other countries. The board is due to discuss a proposal to expand
into Üskistan, a developing country which has cultural links with Blackbosca Co’s
home market of Turkey. Exhibit two provided more detailed financial information
relating to the proposal, including inflation-adjusted estimates of the expected revenue
and fixed costs. The exhibit also provided information about the source of the revenue
estimates, which were modelled by a consultant based on an exponential
mathematical function. The exhibit indicated the company’s chief executive officer
(CEO) had some concerns about the integrity of the data and the validity of the
financial model. Exhibit three presented further information about the Üskistani
economy and its government.
The best candidates were able to adopt a balanced approach to their answers and
address all aspects of the requirements. Future candidates are therefore reminded
about the importance of question practice as an essential part of their preparations
for this exam.
Subject to the caveat highlighted previously about the failure of many candidates to
address the CEO’s concerns, the other parts of the requirement were well answered.
However, a small number of candidates wasted valuable exam time inflating the
revenue and fixed costs estimates when these had already been adjusted for
inflation in the scenario. Similarly, some candidates also duplicated the exchange
rate calculations. The inflation rates were included in the scenario to provide some
contextual macroeconomic data which might have been useful for their evaluation,
not so that candidates could waste time recalculating the exchange rates.
Both of these errors could have been avoided with a more careful understanding of
the information in the scenario. Candidates must therefore read the scenario
carefully in order to understand clearly the information that has been presented to
them and what is being asked of them before attempting the requirements. This is a
skill that can be developed with extensive question practice.
Most candidates made a reasonable attempt at the tax calculations although, as with
past exam questions, the carried forward loss adjustment was not always well
answered. There were also the usual errors associated with the working capital
calculation with some candidates ignoring the incremental aspect of working capital
Requirement (b) expected candidates to discuss the financial and business risks
associated with the proposal in Üskistan. Candidates were expected to use the
information provided in the exhibits, particularly exhibit three, to assess Blackbosca
Co’s risk exposure as a result of the new project. This exhibit included background
information relevant to the project, including the tax treatment of the delivery riders,
the stability of Üskistan’s government and more general information about the
economy and the online food delivery market.
Overall, this requirement was well answered although it was disappointing to see
that there were a few candidates who did not attempt it at all. It is important to
attempt all requirements to gain maximum technical and professional skills marks.
Many candidates provided balanced answers covering both types of risk, raising
points which were contextualised to the scenario. The less well prepared candidates
referred back to the scenario, simply restating the risks without adding any
meaningful discussion or analysis. Other candidates wasted time on general points
which were not related to the scenario at all.
Scepticism
Commercial acumen