(b) (i) Advise Benny of the income tax implications of the grant and exercise of the share options in SummerGlow plc on the assumption that the share price on 1 September 2007 and on the day he exercises theoptions is ￡3·35 per share. Explain why the shar
题目
(b) (i) Advise Benny of the income tax implications of the grant and exercise of the share options in Summer
Glow plc on the assumption that the share price on 1 September 2007 and on the day he exercises the
options is ￡3·35 per share. Explain why the share option scheme is not free from risk by reference to
the rules of the scheme and the circumstances surrounding the company. (4 marks)
相似考题
更多“(b) (i) Advise Benny of the income tax implications of the grant and exercise of the share options in SummerGlow plc on the assumption that the share price on 1 September 2007 and on the day he exercises theoptions is ￡3·35 per share. Explain why the shar”相关问题
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第1题：
(c) the deferred tax implications (with suitable calculations) for the company which arise from the recognition
of a remuneration expense for the directors’ share options. (7 marks)
正确答案：
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第2题：
2 Graeme, aged 57, is married to Catherine, aged 58. They work as medical consultants, and both are higher rate
taxpayers. Barry, their son, is aged 32. Graeme, Catherine and Barry are all UK resident, ordinarily resident and
domiciled. Graeme has come to you for some tax advice.
Graeme has invested in shares for some time, in particular shares in Thistle Dubh Limited. He informs you of the
following transactions in Thistle Dubh Limited shares:
(i) In December 1986, on the death of his grandmother, he inherited 10,000 ￡1 ordinary shares in Thistle Dubh
Limited, an unquoted UK trading company providing food supplies for sporting events. The probate value of the
shares was 360p per share.
(ii) In March 1992, he took up a rights issue, buying one share for every two held. The price paid for the rights
shares was ￡10 per share.
(iii) In October 1999, the company underwent a reorganisation, and the ordinary shares were split into two new
classes of ordinary share – ‘T’ shares and ‘D’ shares, each with differing rights. Graeme received two ‘T’ and three
‘D’ shares for each original Thistle Dubh Limited share held. The market values for the ‘T’ shares and the ‘D’
shares on the date of reorganisation were 135p and 405p per share respectively.
(iv) On 1 May 2005, Graeme sold 12,000 ‘T’ shares. The market values for the ‘T’ shares and the ‘D’ shares on that
day were 300p and 600p per share respectively.
(v) In October 2005, Graeme sold all of his ‘D’ shares for ￡85,000.
(vi) The current market value of ‘T’ shares is 384p per share. The shares remain unquoted.
Graeme and Catherine have owned a holiday cottage in a remote part of the UK for many years. In recent years, they
have used the property infrequently, as they have taken their holidays abroad and the cottage has been let out as
furnished holiday accommodation.
Graeme and Catherine are now considering selling the UK country cottage and purchasing a holiday villa abroad.
Initially they plan to let this villa out on a furnished basis, but following their anticipated retirement, would expect to
occupy the property for a significant part of the year themselves, possibly moving to live in the villa permanently.
Required:
(a) Calculate the total chargeable gains arising on Graeme’s disposals of ‘T’ and ‘D’ ordinary shares in May and
October 2005 respectively. (7 marks)
正确答案：
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第3题：
6 Assume today’s date is 16 April 2005.
Henry, aged 48, is the managing director of Happy Home Ltd, an unquoted UK company specialising in interior
design. He is wealthy in his own right and is married to Helen, who is 45 years old. They have two children – Stephen,
who is 19, and Sally who is 17.
As part of his salary, Henry was given 3,000 shares in Happy Home Ltd with an option to acquire a further 10,000
shares. The options were granted on 15 July 2003, shortly after the company started trading, and were not part of
an approved share option scheme. The free shares were given to Henry on the same day.
The exercise price of the share options was set at the then market value of ￡1·00 per share. The options are not
capable of being exercised after 10 years from the date of grant. The company has been successful, and the current
value of the shares is now ￡14·00 per share. Another shareholder has offered to buy the shares at their market value,
so Henry exercised his share options on 14 April 2005 and will sell the shares next week, on 20 April 2005.
With the company growing in size, Henry wishes to recruit high quality staff, but the company lacks the funds to pay
them in cash. Henry believes that giving new employees the chance to buy shares in the company would help recruit
staff, as they could share in the growth in value of Happy Home Ltd. Henry has heard that there is a particular share
scheme that is suitable for small, fast growing companies. He would like to obtain further information on how such
a scheme would work.
Henry has accumulated substantial assets over the years. The family house is owned jointly with Helen, and is worth
￡650,000. Henry has a ￡250,000 mortgage on the house. In addition, Henry has liquid assets worth ￡340,000
and Helen has shares in quoted companies currently worth ￡125,000. Henry has no forms of insurance, and believes
he should make sure that his wealth and family are protected. He is keen to find out what options he should be
considering.
Required:
(a) (i) State how the gift of the 3,000 shares in Happy Home Ltd was taxed. (1 mark)
正确答案：
(a) (i) Gift of shares
Shares, which are given free or sold at less than market value, are charged to income tax on the difference between the
market value and the amount paid (if any) for the shares. Henry was given 3,000 shares with a market value of ￡1 at
the time of gift, so he was assessed to income tax on ￡3,000, in the tax year 2003/04. -
第4题：
2 Benny Korere has been employed as the sales director of Golden Tan plc since 1994. He earns an annual salary of
￡32,000 and is provided with a petrol-driven company car which has a CO2 emission rate of 187g/km and had a
list price when new of ￡22,360. In August 2003, when he was first provided with the car, Benny paid the company
￡6,100 towards the capital cost of the car. Golden Tan plc does not pay for any of Benny’s private petrol and he is
also required to pay his employer ￡18 per month as a condition of being able to use the car for private purposes.
On 1 December 2006 Golden Tan plc notified Benny that he would be made redundant on 28 February 2007. On
that day the company will pay him his final month’s salary together with a payment of ￡8,000 in lieu of the three
remaining months of his six-month notice period in accordance with his employment contract. In addition the
company will pay him ￡17,500 in return for agreeing not to work for any of its competitors for the six-month period
ending 31 August 2007.
On receiving notification of his redundancy, Benny immediately contacted Joe Egmont, the managing director of
Summer Glow plc, who offered him a senior management position leading the company’s expansion into Eastern
Europe. Summer Glow plc is one of Golden Tan plc’s competitors and one of the most innovative companies in the
industry, although not all of its strategies have been successful.
Benny has agreed to join Summer Glow plc on 1 September 2007 for an annual salary of ￡39,000. On the day he
joins the company, Summer Glow plc will grant him an option to purchase 10,000 ordinary shares in the company
for ￡2·20 per share under an unapproved share option scheme. Benny can exercise the option once he has been
employed for six months but must hold the shares for at least a year before he sells them.
The new job will require Benny to spend a considerable amount of time in London. Summer Glow plc has offered
Benny the exclusive use of a flat that the company purchased on 1 June 2003 for ￡165,000; the flat is currently
rented out. The flat will be made available from 1 September 2007. The company will pay all of the utility bills
relating to the flat as well as furnishing and maintaining it. Summer Glow plc has also suggested that if Benny would
rather live in a more central part of the city, the company could sell the existing flat and buy a more centrally located
one, of the same value, with the proceeds.
On 15 March 2007 Benny intends to sell 5,800 shares in Mahana plc, a quoted company, for ￡24,608. His
transactions in the company’s shares have been as follows:
￡
June 1988 Purchased 8,400 shares 6,744
February 1996 Sale of rights nil paid 610
January 2005 Purchased 1,300 shares 2,281
The sale of rights, nil paid, was not treated as a part disposal of Benny’s holding in Mahana plc.
Benny’s shareholding in Mahana plc represents less than 1% of the company’s issued ordinary share capital. He will
not make any other capital disposals in 2006/07.
In addition to his employment income, Benny receives rental income of ￡4,000 (net of deductible expenses) each
year. He normally submits his tax return in August but he has not yet prepared his return for 2005/06. He expects
to be very busy in December and January and is planning to prepare his tax return in late February 2007.
Required:
(a) Calculate Benny’s employment income for 2006/07. (4 marks)
正确答案：
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第5题：
(b) (i) State the condition that would need to be satisfied for the exercise of Paul’s share options in Memphis
plc to be exempt from income tax and the tax implications if this condition is not satisfied.
(2 marks)
正确答案：
(b) (i) Paul has options in an HMRC approved share scheme. Under such schemes, no tax liabilities arise either on the grant
or exercise of the option. The excess of the proceeds over the price paid for the shares (the exercise price) is charged to
capital gains tax on their disposal.
However, in order to secure this treatment, one of the conditions to be satisfied is that the options cannot be exercised
within three years of the date of grant. If Paul were to exercise his options now (i.e. before the third anniversary of the
grant), the exercise would instead be treated as an unapproved exercise. At that date, income tax would be charged on
the difference between the market value of the shares on exercise and the price paid to exercise the option. -
第6题：
4 (a) For this part, assume today’s date is 1 March 2006.
Bill and Ben each own 50% of the ordinary share capital in Flower Limited, an unquoted UK trading company
that makes electronic toys. Flower Limited was incorporated on 1 August 2005 with 1,000 ￡1 ordinary shares,
and commenced trading on the same day. The business has been successful, and the company has accumulated
a large cash balance of ￡180,000, which is to be used to purchase a new factory. However, Bill and Ben have
received an offer from a rival company, which they are considering. The offer provides Bill and Ben with two
alternative methods of payment for the purchase of their shares:
(i) ￡480,000 for the company, inclusive of the ￡180,000 cash balance.
(ii) ￡300,000 for the company assuming the cash available for the factory purchase is extracted prior to sale.
Bill and Ben each currently receive a gross salary of ￡3,750 per month from Flower Limited. Part of the offer
terms is that Bill and Ben would be retained as employees of the company on the same salary.
Neither Bill nor Ben has used any of their capital gains tax annual exemption for the tax year 2005/06.
Required:
(i) Calculate which of the following means of extracting the ￡180,000 from Flower Limited on 31 March
2006 will result in the highest after tax cash amount for Bill and Ben:
(1) payment of a dividend, or
(2) payment of a salary bonus.
You are not required to consider the corporation tax (CT) implications for Flower Limited in your
answer. (5 marks)
正确答案：
As a result, Bill and Ben would each be better off by ￡15,005 (69,142 – 54,137). If the cash were extracted by way
of dividend.
Tutorial note: In this answer the employers’ national insurance liability on the salary has been ignored. Credit would be
given to a candidate who recognised this issue. -
第7题：
(b) (i) Advise Andrew of the income tax (IT) and capital gains tax (CGT) reliefs available on his investment in
the ordinary share capital of Scalar Limited, together with any conditions which need to be satisfied.
Your answer should clearly identify any steps that should be taken by Andrew and the other investors
to obtain the maximum relief. (13 marks)
正确答案：
(b) (i) Andrew may be able to take advantage of tax reliefs under the enterprise investment scheme (EIS) provided the
necessary conditions are met. The conditions that have to be satisfied before full relief is available fall into three areas,
and broadly require that a ‘qualifying individual’ subscribes for ‘eligible shares’ in a ‘qualifying company’.
‘Qualifying Individual’
To be a qualifying individual, Andrew must not be connected with the EIS company. This means that he should not be
an employee (or, at the time the shares are issued, a director) or have an interest in (i.e. control) 30% or more of the
capital of the company. These conditions need to be satisfied throughout the period beginning two years before the share
issue and three years after the ‘relevant date’. Where the relevant date is defined as the later of the date the shares were
issued and the date on which the company commenced trading.
Andrew does not intend to become an employee (or director) of Scalar Limited, but he needs to exercise caution as to
how many shares he subscribes for. If only three investors subscribe for 100% of the shares, each will hold 33% of the
share capital. This exceeds the 30% limit and will mean that EIS relief (other than deferral relief) will not be available.
Therefore, Andrew and the other two investors should ensure not only that the potential fourth investor is recruited, but
that s/he subscribes for sufficient shares, such that none of them will hold 30% or more of the issued share capital, as
only then will they all attain qualifying individual status.
‘Eligible shares’
Qualifying shares need to be new ordinary shares which are subscribed for in cash and fully paid up at the time of issue.
The shares must not be redeemable for at least three years from the relevant date, and not carry any preferential rights
to dividends. On the basis of the information provided, the shares of Scalar Limited would qualify as eligible shares.
‘Qualifying Company’
The company must be unquoted, not controlled by another company, and engaged in qualifying business activities. The
latter requires that the company engage in a trading activity, which is carried on wholly or mainly in the UK, throughout
the three years following the relevant date. While certain trading activities, such as dealing in shares or trading in land,
are excluded, the manufacturing trade Scalar Limited proposes to carry on will qualify.
However, it is also necessary for at least 80% of the money raised to be used for the qualifying business activity within
12 months of the relevant date and the remaining 20% to be so used within the following 12 months. Andrew and the
other investors will thus have to ensure that Scalar Limited has not raised more funds than it is able to employ in the
business within the appropriate time periods.
Reliefs available:
Andrew can claim income tax relief at 20% income tax relief on the amount invested up to a maximum of ￡200,000
in any one tax year. The relief is given in the form. of a tax reducing allowance, which can reduce the investor’s income
tax liability to nil, but cannot be used to generate a tax refund. If the investment is made prior to 6 October in the tax
year, then 50% of the amount invested (up to a maximum of ￡25,000) can be treated as having been made in the
previous tax year.
Any capital gains arising on the sale of EIS shares will be fully exempt from capital gains tax provided that income tax
relief was given on the investment when made and has not been withdrawn. If the EIS shares are disposed of at a loss,
capital losses are still allowable, but reduced by the amount of any EIS relief attributable to the shares disposed of.
In addition, gains from the disposal of other assets can be deferred against the base cost of EIS shares acquired within
one year before and three years after their disposal. Such gains will, thus, not normally become chargeable until the EIS
shares themselves are disposed of. Further, for deferral relief to be available, it is not necessary for the investment to
qualify for EIS income tax relief, i.e. deferral is available even where the investor is not a qualifying individual. Thus,
Andrew could still defer the gain arising on the disposal of the residential property lease made in order to raise part of
the funds for his EIS investment, even if no fourth investor were to be found and his shareholding were to exceed 30%
of the issued share capital of Scalar Limited. Does not require the existence of income tax relief in order to be claimed.
Withdrawal of relief:
Any EIS relief claimed by Andrew will be withdrawn (partially or fully) if, within three year of the relevant date:
(1) he disposes of the shares;
(2) he receives value from the company;
(3) he ceases to be a qualifying individual; or
(4) Scalar Limited ceases to be a qualifying company.
With regard to receiving value from the company, the definition excludes dividends which do not exceed a normal rate
of return, but does include the repayment of any loans made to the company before the shares were issued, the provision
of benefits and the purchase of assets from the company at an undervalue. In this regard, Andrew and the other
subscribers should ensure that the ￡50,000 they are to invest in Scalar Limited as loan capital is appropriately timed
and structured relative to the issue of the EIS shares. -
第8题：
(ii) Advise Mr Fencer of the income tax implications of the proposed financing arrangements. (2 marks)
正确答案：
(ii) The income tax implications of the proposed financing arrangements
Mr Fencer has borrowed money from a UK bank in order to make a loan to Rapier Ltd, a close company. The interest
paid by Mr Fencer to the bank will be an allowable charge on income as long as he continues to hold more than 5% of
Rapier Ltd. Charges on income are deductible in arriving at an individual’s statutory total income.
Mr Fencer will receive interest from Rapier Ltd net of 20% income tax. The gross amount of interest will be subject to
income tax at either 10%, 20% or 40% depending on whether the income falls into Mr Fencer’s starting rate, basic rate
or higher rate tax band. Mr Fencer will obtain a tax credit for the 20% income tax suffered at source. -
第9题：
(b) The directors of Carver Ltd are aware that some of the company’s shareholders want to realise the value in their
shares immediately. Accordingly, instead of investing in the office building or the share portfolio they are
considering two alternative strategies whereby, following the sale of the company’s business, a payment will be
made to the company’s shareholders.
(i) Liquidate the company. The payment by the liquidator would be ￡126 per share.
(ii) The payment of a dividend of ￡125 per share following which a liquidator will be appointed. The payment
by the liquidator to the shareholders would then be ￡1 per share.
The company originally issued 20,000 ￡1 ordinary shares at par value to 19 members of the Cutler family.
Following a number of gifts and inheritances there are now 41 shareholders, all of whom are family members.
The directors have asked you to attend a meeting to set out the tax implications of these two alternative strategies
for each of the two main groups of shareholders: adults with shareholdings of more than 500 shares and children
with shareholdings of 200 shares or less.
Required:
Prepare notes explaining:
– the amount chargeable to tax; and
– the rates of tax that will apply
in respect of each of the two strategies for each of the two groups of shareholders ready for your meeting
with the directors of Carver Ltd. You should assume that none of the shareholders will have any capital
losses either in the tax year 2007/08 or brought forward as at 5 April 2007. (10 marks)
Note:
You should assume that the rates and allowances for the tax year 2006/07 will continue to apply for the
foreseeable future.
正确答案：
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第10题：
4 Coral is the owner and managing director of Reef Ltd. She is considering the manner in which she will make her first
pension contributions. In November 2007 she inherited her mother’s house in the country of Kalania.
The following information has been extracted from client files and from telephone conversations with Coral.
Coral:
– 1972 – Born in the country of Kalania. Her father, who died in 2002, was domiciled in Kalania.
– 1999 – Moved to the UK and has lived and worked here since then.
– 2001 – Subscribed for 100% of the ordinary share capital of Reef Ltd.
– Intends to sell Reef Ltd and return to live in the country of Kalania in 2012.
– No income apart from that received from Reef Ltd.
Reef Ltd:
– A UK resident company with annual profits chargeable to corporation tax of approximately ￡70,000.
– Four employees including Coral.
– Provides scuba diving lessons to members of the public.
Payments from Reef Ltd to Coral in 2007/08:
– Director’s fees of ￡460 per month.
– Dividends paid of ￡14,250 in June 2007 and ￡14,250 in September 2007.
Pension contributions:
– Coral has not so far made any pension contributions in the tax year 2007/08 but wishes to make gross pension
contributions of ￡9,000.
– The contributions are to be made by Reef Ltd or Coral or a combination of the two in such a way as to minimise
the total after tax cost.
– Any contributions made by Coral will be funded by an additional dividend from Reef Ltd.
House in the country of Kalania:
– Beachfront property with potential rental income of ￡550 per month after deduction of allowable expenditure.
– Coral will use it for holidays for two months each year.
The tax system in the country of Kalania:
– No capital gains tax or inheritance tax.
– Income tax at 8% on income arising in the country of Kalania.
– No double tax treaty with the UK.
Required:
(a) With the objective of minimising the total after tax cost, advise Coral as to whether the gross pension
contributions of ￡9,000 should be made:
– wholly by Reef Ltd; or
– by Coral to the extent that they are tax allowable with the balance made by Reef Ltd.
Your answer should include supporting calculations where necessary. (9 marks)
正确答案：
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第11题：
2 Assume that today’s date is 1 July 2005.
Jan is aged 45 and single. He is of Danish domicile but has been working in the United Kingdom since 1 May 2004
and intends to remain in the UK for the medium to long term. Although Jan worked briefly in the UK in 1986, he
has forgotten how UK taxation works and needs some assistance before preparing his UK income tax return.
Jan’s salary from 1 May 2004 was ￡74,760 per annum. Jan also has a company car – a Jaguar XJ8 with a list price
of ￡42,550 including extras, and CO2 emissions of 242g/km. The car was available to him from 1 July 2004. Free
petrol is provided by the company. Jan has other taxable benefits amounting to ￡3,965.
Jan’s other 2004/05 income comprises:
￡
Dividend income from UK companies (cash received) 3,240
Interest received on an ISA account 230
Interest received on a UK bank account 740
Interest remitted from an offshore account (net of 15% withholding tax) 5,100
Income remitted from a villa in Portugal (net of 45% withholding tax) 4,598
The total interest arising on the offshore account was ￡9,000 (gross). In addition, Jan has not remitted other
Portuguese rental income arising in the year, totalling a further ￡1,500 (gross).
Jan informs you that his employer is thinking of providing him with rented accommodation while he looks for a house
to buy. The accommodation would be a two bedroom flat, valued at ￡155,000 with an annual value of ￡6,000. It
would be made available from 6 August 2005. The company will pay the rent of ￡600 per month for the first six
months. All other bills will be paid by Jan.
Jan also informs you that he has 25,000 ordinary shares in Gilet Ltd (‘Gilet’), an unquoted UK trading company. He
has held these shares since August 1986 when he bought 2,500 shares at ￡4.07 per share. In January 1994, a
bonus issue gave each shareholder nine shares for each ordinary share held. In the last week all Gilet’s shareholders
have received an offer from Jumper plc (‘Jumper’) who wishes to acquire the shares. Jumper has offered the following:
– 3 shares in Jumper (currently trading at ￡3.55 per share) for every 5 shares in Gilet, and
– 25p cash per share
Required:
(a) Calculate Jan’s 2004/05 income tax (IT) payable. (11 marks)
正确答案：
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第12题：
(a) The following figures have been calculated from the financial statements (including comparatives) of Barstead for
the year ended 30 September 2009:
increase in profit after taxation 80%
increase in (basic) earnings per share 5%
increase in diluted earnings per share 2%
Required:
Explain why the three measures of earnings (profit) growth for the same company over the same period can
give apparently differing impressions. (4 marks)
(b) The profit after tax for Barstead for the year ended 30 September 2009 was $15 million. At 1 October 2008 the company had in issue 36 million equity shares and a $10 million 8% convertible loan note. The loan note will mature in 2010 and will be redeemed at par or converted to equity shares on the basis of 25 shares for each $100 of loan note at the loan-note holders’ option. On 1 January 2009 Barstead made a fully subscribed rights issue of one new share for every four shares held at a price of $2·80 each. The market price of the equity shares of Barstead immediately before the issue was $3·80. The earnings per share (EPS) reported for the year ended 30 September 2008 was 35 cents.
Barstead’s income tax rate is 25%.
Required:
Calculate the (basic) EPS figure for Barstead (including comparatives) and the diluted EPS (comparatives not required) that would be disclosed for the year ended 30 September 2009. (6 marks)
正确答案：
(a)Whilstprofitaftertax(anditsgrowth)isausefulmeasure,itmaynotgiveafairrepresentationofthetrueunderlyingearningsperformance.Inthisexample,userscouldinterpretthelargeannualincreaseinprofitaftertaxof80%asbeingindicativeofanunderlyingimprovementinprofitability(ratherthanwhatitreallyis:anincreaseinabsoluteprofit).Itispossible,evenprobable,that(someof)theprofitgrowthhasbeenachievedthroughtheacquisitionofothercompanies(acquisitivegrowth).Wherecompaniesareacquiredfromtheproceedsofanewissueofshares,orwheretheyhavebeenacquiredthroughshareexchanges,thiswillresultinagreaternumberofequitysharesoftheacquiringcompanybeinginissue.ThisiswhatappearstohavehappenedinthecaseofBarsteadastheimprovementindicatedbyitsearningspershare(EPS)isonly5%perannum.ThisexplainswhytheEPS(andthetrendofEPS)isconsideredamorereliableindicatorofperformancebecausetheadditionalprofitswhichcouldbeexpectedfromthegreaterresources(proceedsfromthesharesissued)ismatchedwiththeincreaseinthenumberofshares.Simplylookingatthegrowthinacompany’sprofitaftertaxdoesnottakeintoaccountanyincreasesintheresourcesusedtoearnthem.Anyincreaseingrowthfinancedbyborrowings(debt)wouldnothavethesameimpactonprofit(asbeingfinancedbyequityshares)becausethefinancecostsofthedebtwouldacttoreduceprofit.ThecalculationofadilutedEPStakesintoaccountanypotentialequitysharesinissue.Potentialordinarysharesarisefromfinancialinstruments(e.g.convertibleloannotesandoptions)thatmayentitletheirholderstoequitysharesinthefuture.ThedilutedEPSisusefulasitalertsexistingshareholderstothefactthatfutureEPSmaybereducedasaresultofsharecapitalchanges;inasenseitisawarningsign.InthiscasethelowerincreaseinthedilutedEPSisevidencethatthe(higher)increaseinthebasicEPShas,inpart,beenachievedthroughtheincreaseduseofdilutingfinancialinstruments.Thefinancecostoftheseinstrumentsislessthantheearningstheirproceedshavegeneratedleadingtoanincreaseincurrentprofits(andbasicEPS);however,inthefuturetheywillcausemoresharestobeissued.ThiscausesadilutionwherethefinancecostperpotentialnewshareislessthanthebasicEPS. -
第13题：
3 (a) Leigh, a public limited company, purchased the whole of the share capital of Hash, a limited company, on 1 June
2006. The whole of the share capital of Hash was formerly owned by the five directors of Hash and under the
terms of the purchase agreement, the five directors were to receive a total of three million ordinary shares of $1
of Leigh on 1 June 2006 (market value $6 million) and a further 5,000 shares per director on 31 May 2007,
if they were still employed by Leigh on that date. All of the directors were still employed by Leigh at 31 May
2007.
Leigh granted and issued fully paid shares to its own employees on 31 May 2007. Normally share options issued
to employees would vest over a three year period, but these shares were given as a bonus because of the
company’s exceptional performance over the period. The shares in Leigh had a market value of $3 million
(one million ordinary shares of $1 at $3 per share) on 31 May 2007 and an average fair value of
$2·5 million (one million ordinary shares of $1 at $2·50 per share) for the year ended 31 May 2007. It is
expected that Leigh’s share price will rise to $6 per share over the next three years. (10 marks)
Required:
Discuss with suitable computations how the above share based transactions should be accounted for in the
financial statements of Leigh for the year ended 31 May 2007.
正确答案：
(a) The shares issued to the management of Hash by Leigh (three million ordinary shares of $1) for the purchase of the company
would not be accounted for under IFRS2 ‘Share-based payment’ but would be dealt with under IFRS3 ‘Business
Combinations’.
The cost of the business combination will be the total of the fair values of the consideration given by the acquirer plus any
attributable cost. In this case the shares of Leigh will be fair valued at $6 million with $3 million being shown as share capital
and $3million as share premium. However, the shares issued as contingent consideration may be accounted for under IFRS2.
The terms of the issuance of shares will need to be examined. Where part of the consideration may be reliant on uncertain
future events, and it is probable that the additional consideration is payable and can be measured reliably, then it is included
in the cost of the business consideration at the acquisition date. However, the question to be answered in the case of the
additional 5,000 shares per director is whether the shares are compensation or part of the purchase price. There is a need
to understand why the acquisition agreement includes a provision for a contingent payment. It is possible that the price paid
initially by Leigh was quite low and, therefore, this then represents a further purchase consideration. However, in this instance
the additional payment is linked to continuing employment and, therefore, it would be argued that because of the link between
the contingent consideration and continuing employment that it represents a compensation arrangement which should be
included within the scope of IFRS2.
Thus as there is a performance condition, (the performance condition will apply as it is not a market condition) the substance
of the agreement is that the shares are compensation, then they will be fair valued at the grant date and not when the shares
vest. Therefore, the share price of $2 per share will be used to give compensation of $50,000 (5 x 5,000 x $2). (Under
IFRS3, fair value is measured at the date the consideration is provided and discounted to presented value. No guidance is
provided on what the appropriate discount rate might be. Thus the fair value used would have been $3 per share at 31 May
2007.) The compensation will be charged to the income statement and included in equity.
The shares issued to the employees of Leigh will be accounted for under IFRS2. The issuance of fully paid shares will be
presumed to relate to past service. The normal vesting period for share options is irrelevant, as is the average fair value of the
shares during the period. The shares would be expensed at a value of $3 million with a corresponding increase in equity.
Goods or services acquired in a share based payment transaction should be recognised when they are received. In the case
of goods then this will be when this occurs. However, it is somewhat more difficult sometimes to determine when services
are received. In a case of goods the vesting date is not really relevant, however, it is highly relevant for employee services. If
shares are issued that vest immediately then there is a presumption that these are a consideration for past employee services. -
第14题：
(ii) Assuming that Donald operates through a company, advise Donald on the corporation tax (CT) that
would be payable for the year ended 31 March 2007 if he pays himself a gross salary of ￡31,000, plus
a net dividend of ￡10,000, instead of a gross salary of ￡42,648. (4 marks)
正确答案：
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第15题：
(ii) Explain the income tax (IT), national insurance (NIC) and capital gains tax (CGT) implications arising on
the grant to and exercise by an employee of an option to buy shares in an unapproved share option
scheme and on the subsequent sale of these shares. State clearly how these would apply in Henry’s
case. (8 marks)
正确答案：
(ii) Exercising of share options
The share option is not part of an approved scheme, and will not therefore enjoy the benefits of such a scheme. There
are three events with tax consequences – grant, exercise and sale.
Grant. If shares or options over shares are sold or granted at less than market value, an income tax charge can arise on
the difference between the price paid and the market value. [Weight v Salmon]. In addition, if options can be exercised
more than 10 years after the date of the grant, an employment income charge can arise. This is based on the market
value at the date of grant less the grant and exercise priced.
In Henry’s case, the options were issued with an exercise price equal to the then market value, and cannot be exercised
more than 10 years from the grant. No income tax charge therefore arises on grant.
Exercise. On exercise, the individual pays the agreed amount in return for a number of shares in the company. The price
paid is compared with the open market value at that time, and if less, the difference is charged to income tax. National
insurance also applies, and the company has to pay Class 1 NIC. If the company and shareholder agree, the national
insurance can be passed onto the individual, and the liability becomes a deductible expense in calculating the income
tax charge.
In Henry’s case on exercise, the difference between market value (￡14) and the price paid (￡1) per share will be taxed
as income. Therefore, ￡130,000 (10,000 x (￡14 – ￡1)) will be taxed as income. In addition, national insurance will
be chargeable on the company at 12·8% (￡16,640) and on Henry at the rate of 1% (￡1,300).
Sale. The base cost of the shares is taken to be the market value at the time of exercise. On the sale of the shares, any
gain or loss arising falls under the capital gains tax rules, and CGT will be payable on any gain. Business asset taper
relief will be available as the company is an unquoted trading company, but the relief will only run from the time that
the share options are exercised – i.e. from the time when the shares were acquired.
In Henry’s case, the sale of the shares will immediately follow the exercise of the option (6 days later). The sale proceeds
and the market value at the time of exercise are likely to be similar; thus little to no gain is likely to arise. -
第16题：
(ii) Advise Benny of the amount of tax he could save by delaying the sale of the shares by 30 days. For the
purposes of this part, you may assume that the benefit in respect of the furnished flat is ￡11,800 per
year. (3 marks)
正确答案：
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第17题：
(ii) Calculate Paul’s tax liability if he exercises the share options in Memphis plc and subsequently sells the
shares in Memphis plc immediately, as proposed, and show how he may reduce this tax liability.
(4 marks)
正确答案：
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第18题：
(b) For this part, assume today’s date is 1 May 2010.
Bill and Ben decided not to sell their company, and instead expanded the business themselves. Ben, however,
is now pursuing other interests, and is no longer involved with the day to day activities of Flower Limited. Bill
believes that the company would be better off without Ben as a voting shareholder, and wishes to buy Ben’s
shares. However, Bill does not have sufficient funds to buy the shares himself, and so is wondering if the
company could acquire the shares instead.
The proposed price for Ben’s shares would be ￡500,000. Both Bill and Ben pay income tax at the higher rate.
Required:
Write a letter to Ben:
(1) stating the income tax (IT) and/or capital gains tax (CGT) implications for Ben if Flower Limited were to
repurchase his 50% holding of ordinary shares, immediately in May 2010; and
(2) advising him of any available planning options that might improve this tax position. Clearly explain any
conditions which must be satisfied and quantify the tax savings which may result.
(13 marks)
Assume that the corporation tax rates for the financial year 2005 and the income tax rates and allowances
for the tax year 2005/06 apply throughout this question.
正确答案：(b) [Ben’s address] [Firm’s address]
Dear Ben [Date]
A company purchase of own shares can be subject to capital gains treatment if certain conditions are satisfied. However, one
of these conditions is that the shares in question must have been held for a minimum period of five years. As at 1 May 2010,
your shares in Flower Limited have only been held for four years and ten months. As a result, the capital gains treatment will
not apply.
In the absence of capital gains treatment, the position on a company repurchase of its own shares is that the payment will
be treated as an income distribution (i.e. a dividend) in the hands of the recipient. The distribution element is calculated as
the proceeds received for the shares less the price paid for them. On the basis that the purchase price is ￡500,000, then the
element of distribution will be ￡499,500 (500,000 – 500). This would be taxed as follows:
-
第19题：
2 Clifford and Amanda, currently aged 54 and 45 respectively, were married on 1 February 1998. Clifford is a higher
rate taxpayer who has realised taxable capital gains in 2007/08 in excess of his capital gains tax annual exemption.
Clifford moved into Amanda’s house in London on the day they were married. Clifford’s own house in Oxford, where
he had lived since acquiring it for ￡129,400 on 1 August 1996, has been empty since that date although he and
Amanda have used it when visiting friends. Clifford has been offered ￡284,950 for the Oxford house and has decided
that it is time to sell it. The house has a large garden such that Clifford is also considering an offer for the house and
a part only of the garden. He would then sell the remainder of the garden at a later date as a building plot. His total
sales proceeds will be higher if he sells the property in this way.
Amanda received the following income from quoted investments in 2006/07:
￡
Dividends in respect of quoted trading company shares 1,395
Dividends paid by a Real Estate Investment Trust out of tax exempt property income 485
On 1 May 2006, Amanda was granted a 22 year lease of a commercial investment property. She paid the landlord
a premium of ￡6,900 and also pays rent of ￡2,100 per month. On 1 June 2006 Amanda granted a nine year
sub-lease of the property. She received a premium of ￡14,700 and receives rent of ￡2,100 per month.
On 1 September 2006 Amanda gave quoted shares with a value of ￡2,200 to a registered charity. She paid broker’s
fees of ￡115 in respect of the gift.
Amanda began working for Shearer plc, a quoted company, on 1 June 2006 having had a two year break from her
career. She earns an annual salary of ￡38,600 and was paid a bonus of ￡5,750 in August 2006 for agreeing to
come and work for the company. On 1 August 2006 Amanda was provided with a fully expensed company car,
including the provision of private petrol, which had a list price when new of ￡23,400 and a CO2 emissions rate of
187 grams per kilometre. Amanda is required to pay Shearer plc ￡22 per month in respect of the private use of the
car. In June and July 2006 Amanda used her own car whilst on company business. She drove 720 business miles
during this two month period and was paid 34 pence per mile. Amanda had PAYE of ￡6,785 deducted from her gross
salary in the tax year 2006/07.
After working for Shearer plc for a full year, Amanda becomes entitled to the following additional benefits:
– The opportunity to purchase a large number of shares in Shearer plc on 1 July 2007 for ￡3·30 per share. It is
anticipated that the share price on that day will be at least ￡7·50 per share. The company will make an interestfree
loan to Amanda equal to the cost of the shares to be repaid in two years.
– Exclusive free use of the company sailing boat for one week in August 2007. The sailing boat was purchased by
Shearer plc in January 2005 for use by its senior employees and costs the company ￡1,400 a week in respect
of its crew and other running expenses.
Required:
(a) (i) Calculate Clifford’s capital gains tax liability for the tax year 2007/08 on the assumption that the Oxford
house together with its entire garden is sold on 31 July 2007 for ￡284,950. Comment on the relevance
to your calculations of the size of the garden; (5 marks)
正确答案：
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第20题：
(b) Explain the corporation tax and value added tax (VAT) implications of the following aspects of the proposed
restructuring of the Rapier Ltd group.
(i) The immediate tax implications of the restructuring. (6 marks)
正确答案：
(b) The tax implications of the proposed restructuring of the Rapier Ltd group
(i) Immediate implications
Corporation tax
Rapier Ltd and its subsidiaries are in a capital gains group as Rapier Ltd owns at least 75% of the ordinary share capital
of each of the subsidiary companies. Any non-exempt items of plant and machinery owned by the subsidiaries will
therefore be transferred to Rapier Ltd at no gain, no loss.
No taxable credit or allowable debit will arise on the transfer of the subsidiaries’ goodwill to Rapier Ltd because the
companies are in a capital gains group.
The trading losses brought forward in Dirk Ltd will be transferred with the trade to Rapier Ltd as the effective ownership
of the three trades will not change (Rapier Ltd owns the subsidiaries which own the trades and, following the
restructuring, will own the three trades directly). The losses will be restricted to being offset against the future trading
profits of the Dirk trade only.
There will be no balancing adjustments in respect of the plant and machinery transferred to Rapier Ltd. Writing down
allowances will be claimed by the subsidiaries in respect of the year ending 30 June 2007 and by Rapier Ltd in respect
of future periods.
Value added tax (VAT)
No VAT should be charged on the sales of the businesses to Rapier Ltd as they are outside the scope of VAT. This is
because the trades are to be transferred as going concerns to a VAT registered person with no significant break in trading.
Switch Ltd must notify HM Revenue and Customs by 30 July 2007 that it has ceased to make taxable supplies. -
第21题：
6 Sergio and Gerard each inherited a half interest in a property, ‘Hilltop’, in October 2005. ‘Hilltop’ had a probate value
of ￡124,000, but in November 2005 it was badly damaged by fire. In January 2006 the insurance company made
a payment of ￡81,700 each to Sergio and Gerard. In February 2006 Sergio and Gerard each spent ￡55,500 of the
insurance proceeds on restoring the property. ‘Hilltop’ was worth ￡269,000 following the restoration work. In July
2006, Sergio and Gerard sold ‘Hilltop’ for ￡310,000.
Sergio is 69 years old and a widower with three adult children and seven grandchildren. His annual income consists
of a pension of ￡9,900 and interest of ￡300 on savings of ￡7,600 in a bank deposit account. Sergio owns his home
but no other significant assets. He plans to buy a domestic rental property with the proceeds from the sale of ‘Hilltop’,
such that on his death he will have a significant asset which can be sold and divided between the members of his
family.
Gerard is 34 years old. He is employed by Fizz plc on a salary of ￡66,500 per year together with a performance
related bonus. Gerard estimates that he will receive a bonus in December 2007 of ￡4,500, in line with previous
years, and that his taxable benefits in the tax year 2007/08 will amount to ￡7,140. He also expects to receive
dividends from UK companies of ￡1,935 and bank interest of ￡648 in the tax year 2007/08. Gerard intends to set
up a personal pension plan in August 2007. He has not made any pension contributions in the past and proposes to
use part of the proceeds from the sale of ‘Hilltop’ to make the maximum possible tax allowable contribution.
Fizz plc has announced that it intends to replace the performance related bonus scheme with a share incentive plan,
also linked to performance, with effect from 6 April 2008. Gerard estimates that Fizz plc will award him free shares
worth ￡2,100 each year. He will also purchase partnership shares worth ￡700 each year and, as a result, will be
awarded matching shares (further free shares) worth ￡1,400.
Required:
(a) Calculate the chargeable gains arising on the receipt of the insurance proceeds in January 2006 and the sale
of ‘Hilltop’ in July 2006. You should assume that any elections necessary to minimise the gain on the receipt
of the insurance proceeds have been submitted. (4 marks)
正确答案：
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第22题：
3 Spica, one of the director shareholders of Acrux Ltd, has been in dispute with the other shareholders over plans to
expand the company’s activities overseas. In order to resolve the position it has been agreed that Spica will sell her
shares back to the company. Once the purchase of her shares has taken place, the company intends to establish a
number of branches overseas and acquire a shareholding in a number of companies that are resident and trade in
overseas countries.
The following information has been obtained from client files and meetings with the parties involved.
Acrux Ltd:
– An unquoted UK resident company.
– Share capital consists of 50,000 ordinary shares issued at ￡1·90 per share in July 2000.
– None of the other shareholders has any connection with Spica.
The purchase of own shares:
– The company will purchase all of Spica’s shares for ￡8 per share.
– The transaction will take place by the end of 2008.
Spica:
– Purchased 8,000 shares in Acrux Ltd for ￡2 per share on 30 September 2003.
– Has no income in the tax year 2008/09.
– Has chargeable capital gains in the tax year 2008/09 of ￡3,800.
– Has houses in the UK and the country of Solaris and divides her time between them.
Investment in non-UK resident companies:
– Acrux Ltd will acquire between 15% and 20% of each of the non-UK resident companies.
– The companies will not be controlled foreign companies as the rates of tax in the overseas countries will be
between 23% and 42%.
– There may or may not be a double tax treaty between the UK and the overseas countries in which the companies
are resident. Where there is a treaty, it will be based on the OECD model treaty.
– None of the countries concerned levy withholding tax on dividends paid to UK companies.
– The directors of Acrux Ltd are concerned that the rate of tax suffered on the profits of the overseas companies
will be very high as they will be taxed in both the overseas country and in the UK.
Required:
(a) (i) Prepare detailed calculations to determine the most beneficial tax treatment of the payment Spica will
receive for her shares; (7 marks)
正确答案：
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第23题：
JJG Co is planning to raise $15 million of new finance for a major expansion of existing business and is considering a rights issue, a placing or an issue of bonds. The corporate objectives of JJG Co, as stated in its Annual Report, are to maximise the wealth of its shareholders and to achieve continuous growth in earnings per share. Recent financial information on JJG Co is as follows:
Required:
(a) Evaluate the financial performance of JJG Co, and analyse and discuss the extent to which the company has achieved its stated corporate objectives of:
(i) maximising the wealth of its shareholders;
(ii) achieving continuous growth in earnings per share.
Note: up to 7 marks are available for financial analysis.(12 marks)
(b) If the new finance is raised via a rights issue at $7·50 per share and the major expansion of business has
not yet begun, calculate and comment on the effect of the rights issue on:
(i) the share price of JJG Co;
(ii) the earnings per share of the company; and
(iii) the debt/equity ratio. (6 marks)
(c) Analyse and discuss the relative merits of a rights issue, a placing and an issue of bonds as ways of raising the finance for the expansion. (7 marks)
正确答案：
AchievementofcorporateobjectivesJJGCohasshareholderwealthmaximisationasanobjective.Thewealthofshareholdersisincreasedbydividendsreceivedandcapitalgainsonsharesowned.Totalshareholderreturncomparesthesumofthedividendreceivedandthecapitalgainwiththeopeningshareprice.TheshareholdersofJJGCohadareturnof58%in2008,comparedwithareturnpredictedbythecapitalassetpricingmodelof14%.Thelowestreturnshareholdershavereceivedwas21%andthehighestreturnwas82%.Onthisbasis,theshareholdersofthecompanyhaveexperiencedasignificantincreaseinwealth.Itisdebatablewhetherthishasbeenasaresultoftheactionsofthecompany,however.Sharepricesmayincreaseirrespectiveoftheactionsanddecisionsofmanagers,orevendespitethem.Infact,lookingatthedividendpersharehistoryofthecompany,therewasoneyear(2006)wheredividendswereconstant,eventhoughearningspershareincreased.Itisalsodifficulttoknowwhenwealthhasbeenmaximised.Anotherobjectiveofthecompanywastoachieveacontinuousincreaseinearningspershare.Analysisshowsthatearningspershareincreasedeveryyear,withanaverageincreaseof14·9%.Thisobjectiveappearstohavebeenachieved.CommentonfinancialperformanceReturnoncapitalemployed(ROCE)hasbeengrowingtowardsthesectoraverageof25%onayear-by-yearbasisfrom22%in2005.Thissteadygrowthintheprimaryaccountingratiocanbecontrastedwithirregulargrowthinturnover,thereasonsforwhichareunknown.Returnonshareholders’fundshasbeenconsistentlyhigherthantheaverageforthesector.ThismaybeduemoretothecapitalstructureofJJGCothantogoodperformancebythecompany,however,inthesensethatshareholders’fundsaresmalleronabookvaluebasisthanthelong-termdebtcapital.Ineverypreviousyearbut2008thegearingofthecompanywashigherthanthesectoraverage.(b)CalculationoftheoreticalexrightspershareCurrentshareprice=$8·64pershareCurrentnumberofshares=5·5millionsharesFinancetoberaised=$15mRightsissueprice=$7·50pershareNumberofsharesissued=15m/7·50=2millionsharesTheoreticalexrightspricepershare=((5·5mx8·64)+(2mx7·50))/7·5m=$8·34pershareThesharepricewouldfallfrom$8·64to$8·34pershareHowever,therewouldbenoeffectonshareholderwealthEffectofrightsissueonearningspershareCurrentEPS=100centspershareRevisedEPS=100x5·5m/7·5m=73centspershareTheEPSwouldfallfrom100centspershareto73centspershareHowever,asmentionedearlier,therewouldbenoeffectonshareholderwealthEffectofrightsissueonthedebt/equityratioCurrentdebt/equityratio=100x20/47·5=42%Revisedmarketvalueofequity=7·5mx8·34=$62·55millionReviseddebt/equityratio=100x20/62·55=32%Thedebt/equityratiowouldfallfrom42%to32%,whichiswellbelowthesectoraveragevalueandwouldsignalareductioninfinancialrisk(c)Thecurrentdebt/equityratioofJJGCois42%(20/47·5).Althoughthisislessthanthesectoraveragevalueof50%,itismoreusefulfromafinancialriskperspectivetolookattheextenttowhichinterestpaymentsarecoveredbyprofits.Theinterestonthebondissueis$1·6million(8%of$20m),givinganinterestcoverageratioof6·1times.IfJJGCohasoverdraftfinance,theinterestcoverageratiowillbelowerthanthis,butthereisinsufficientinformationtodetermineifanoverdraftexists.Theinterestcoverageratioisnotonlybelowthesectoraverage,itisalsolowenoughtobeacauseforconcern.Whiletheratioshowsanupwardtrendovertheperiodunderconsideration,itstillindicatesthatanissueoffurtherdebtwouldbeunwise.Aplacing,oranyissueofnewsharessuchasarightsissueorapublicoffer,woulddecreasegearing.Iftheexpansionofbusinessresultsinanincreaseinprofitbeforeinterestandtax,theinterestcoverageratiowillincreaseandfinancialriskwillfall.GiventhecurrentfinancialpositionofJJGCo,adecreaseinfinancialriskiscertainlypreferabletoanincrease.Aplacingwilldiluteownershipandcontrol,providingthenewequityissueistakenupbynewinstitutionalshareholders,whilearightsissuewillnotdiluteownershipandcontrol,providingexistingshareholderstakeuptheirrights.Abondissuedoesnothaveownershipandcontrolimplications,althoughrestrictiveornegativecovenantsinbondissuedocumentscanlimittheactionsofacompanyanditsmanagers.Allthreefinancingchoicesarelong-termsourcesoffinanceandsoareappropriateforalong-terminvestmentsuchastheproposedexpansionofexistingbusiness.Equityissuessuchasaplacingandarightsissuedonotrequiresecurity.Noinformationisprovidedonthenon-currentassetsofJJGCo,butitislikelythattheexistingbondissueissecured.Ifanewbondissuewasbeingconsidered,JJGCowouldneedtoconsiderwhetherithadsufficientnon-currentassetstoofferassecurity,althoughitislikelythatnewnon-currentassetswouldbeboughtaspartofthebusinessexpansion.