Study Guide - Chapter 3 - Issuance of Shares and Loan Capital
Study Guide - Chapter 3 - Issuance of Shares and Loan Capital
Study Guide - Chapter 3 - Issuance of Shares and Loan Capital
CHAPTER 3
ISSUANCE OF SHARES AND LOAN CAPITAL
LEARNING OBJECTIVES:
INTRODUCTION
To raise capital, companies have the opportunity to issue its shares and debentures to
the potential investors in the capital market. The shares and debentures issued may be
purchased by individual investors or institutional investors from company that make the
public issue or from other shareholders and debenture holders in the open market
through stock brokerage firms. Once the applicants succeed in buying the shares or
debentures of the company, they will become the shareholders or debenture holders of
the company respectively. In this chapter, we shall study the procedure of issuing shares
and debentures for raising capital, share splits program and the relevant accounting
treatment in the book of the issuer, i.e. company.
After a company has been incorporated, it usually issues shares to increase the amount
of its capital for further growth and expansion. The capital can be increased in various
ways. For public company limited by shares, it can invite the public to subscribe for
shares by issuing prospectus together with the application form. Prospectus is an
invitation for public offer of shares. Other ways will include issuing shares through a right
issue, issuing bonus shares, exercising share options and converting loans into shares.
A private company may also increase its share capital but limit to the number of 50
shareholders only.
Retained profits are profits that from operation activities and accumulated from the year
of incorporation. They are also called as distributable profits as it can be distributed in
the form of cash dividends to shareholders.
In selling its shares to the public, the company must determine the issue price of the
issued shares. Issue price is the price at which the shares will be issued or commonly
referred to as offering price. The shares can be sold either in a fixed price or by tender
offer. For a sale at a fixed price, the price is determined by the company as issuer
whereas in a sale by tender, investors are invited to submit their chosen offer price and
subsequently a final price will be established once all tenders are received.
Issue cost on the other hand is the expenses incurred in connection with issue of shares
by the company. These transaction costs include payment for registration and legal fees
and payment for accounting consultation and other professional advisers such as
brokerage fees and commission.
The proceeds from issue of shares will be recorded at net of any direct issue costs.
Whenever the companies issue their shares, the application received for the subscription
may be:
a. Fully subscribed
Is where the amount received (AR) for subscription is equal to amount of shares
issued (AI). AR = AI
b. Oversubscribed
Is where the amount received (AR) for subscription is greater than amount of shares
issued (AI). AR > AI
c. Undersubscribed
Is where the amount received (AR) for subscription is fewer than amount of shares
issued (AI). AR < AI
When shares are oversubscribed, the company may reject the excess application and
refund the money received to the unsuccessful applicants in full.
Example 1
Kenangan Bhd was incorporated as a public company on 1 January 20x5. The
company decided to issue 10,000,000 of its ordinary shares at RM2.00 each.
Required:
a. Identify the issue price.
b. Describe how the application received on the shares issued may be fully
subscribed, oversubscribed and undersubscribed.
Solution:
b. Fully subscribed – where the amount of applications received is equal to amount of shares
issued, i.e. 10,000,000 units.
Example 2
Using the Example 1, assume the applications received by the company were
15,000,000 shares.
Required:
a. Identify the number of shares oversubscribed
b. Describe how the company may allot the shares to the share applicants based
on, full rejection.
Solution:
a. 5,000,000 units.
b. the excess applications of 5,000,000 shares were to be rejected completely and the
unsuccessful applicants is to be refunded by RM10,000,000.
The payment of shares issued by the applicants can be made in either one of the
following terms:
Dr Bank a/c x
Cr. Share application a/c x
Example 3
Darul Ehsan Bhd is a newly incorporated company. On 2 January 20x1, it offered for
subscription an initial offering of 50,000,000 ordinary shares at RM5 per share.
Applications were closed on 31 January 20x1 and applications for 70,000,000 shares
were received. All the money due was received and the money received on the
oversubscribed shares was refunded. Allotment of shares was completed by 15
February 20x1
You are required to record the above transactions in the following entries:
i. Journal entries
ii. Extract of Statement of Financial Position as at 31 December 20x1
(equity section ony)
Solution:
Working:
Step 1: Determine the issue price for shares issued – RM5.00 per share
Step 3: Determine the amount of shares received upon application – 70,000,000 shares
Step 4: Determine the amount of shares rejected (if any) – 20,000,000 shares
i. Journal entries
ii.
Issuance of OSC at IPO
Debit Credit
RM RM
i Dr Bank (70,000,000 x RM5) 350,000,000
Cr Ordinary Shares Application 350,000,000
The following is the extract of statement of financial position of Darul Naim Bhd as at 31 December
20x2.
Equity RM
Issued and paid up capital
25,000,000 Ordinary shares 50,000,000
20,000,000 6% Preference shares 20,000,000
Reserves
Retained profits 75,000,000
ON 3 January 20x3, Darul Naim Bhd makes a public issue of 25,000,000 ordinary shares at an issue
price of RM2.50 each and payable full on application. The company also issues 5,000,000 units of
6% preference shares at RM1.50 per share. The preference shares contain a non-mandatory
dividend.
Application received for the ordinary shares and 6% preference shares were 35,000,000 and
4,000,000 respectively. The directors decided to reject the excess application and refund the money
to the unsuccessful applicants.
SURYANI ABDUL RAMAN_FP UiTM TAPAH
51
You are required to record the above transactions in the following entries:
i. Journal entries
ii. Extract of Statement of Financial Position as at 31 December 20x3 (show the equity
section only)
Answer:
i. Journal entries
Issuance of OSC
Debit Credit
RM RM
i Dr Bank (35,000,000 x RM02.50) 87,500,000
Issuance of 6% PSC
Equity RM
Issued and paid-up capital
50,000,000 (25,000,000 + 25,000,000) Ordinary shares 112,500,000
24,000,000 (20,000,000 + 4,000,000) 6% Preference shares 26,000,000
Reserve
Retained profits 75,000,000
Dr Bank a/c x
Cr. Right issue application a/c x
Example 4
You are required to record the above transactions in the following entries:
i. Journal entries
ii. Extract of Statement of Financial Position (show the equity section only)
Solution:
Working ;
Step 1: Determine the amount of shares held by the company - 70,000,000 units
Step 2: Determine the amount of right issue offered (in units and RM)
Right issue = (1/5 x 70,000,000 shares) × RM1.00
= RM14,000,000 (@ 14,000,000 shares
i. Journal entries
All forms of reserves, such as retained profit and asset revaluation reserve can be
utilized for the issuance of bonus shares. The CA 2016 provides no specific accounting
guidance in setting the issue price of the bonus shares. It currently can be priced at any
amount that the directors think fit (as per price set for offer of shares for cash). However,
as a best practice in accounting, the bonus shares should be logically be recorded at
their fair value. The journal entries for bonus issue:
Example 5
The following balances were extracted from the books of Darul Iman Bhd As at 1
January 20x5:
RM
50,000,000 ordinary shares, fully paid 100,000,000
10,000,000 5% preference shares, fully paid 10,000,000
Retained earnings 35,000,000
Bank 200,000,000
On 30 June 20x5, the directors declared a bonus share of one for every twenty
ordinary shares held as at that date. The value of each bonus share is RM4.00. The
retained earnings account is to be utilized for this purpose.
You are required to record the above transactions in the following entries:
i. Journal entries
ii. Extract of Statement of Financial Position (show the equity section only)
Solution:
Step 2: Determine the amount of bonus shares offered (in units and RM)
Bonus shares = (1/20 x 50,000,000 units) × RM4.00
= RM10,000,000 @ 2,500,000 units
i. Journal entries
Bonus issue
i Dr Retained earnings a/c 10,000,000
Cr Bonus Issue a/c 10,000,000
Reserve
Retained earnings (35,000,000 – 10,000,000) 25,000,000
The following balances were extracted from the books of Darul Ridzuan Bhd :
Current asset RM
Bank 1,000,000
Reserve
Retained profit 10,000,000
To raise fund, the company made an offer of right issue to its existing shareholders of 100
shares for every 1,000 shares held at an issue price of RM2.00 per share. The issue was fully
paid and subscribed for.
At the same time, due to liquidity problem, the company decided to give 10 bonus shares for
every 20 shares held by the existing shareholders at the date of the old statement of financial
position. The value of each bonus issue is RM2.00 and retained profit was to be used for this
purpose.
You are required to record the above transactions in the following entries:
i. Journal entries
ii. Extract of Statement of Financial Position
Answer:
i. Journal entries
Right issue
Debit Credit
RM RM
i Dr Bank [(100/1,000 x 5,000,000) x RM2.00] 1,000,000
Cr Right issue Application 1,000,000
Bonus issue
i Dr Retained profit [(10/20 x 5,000,000) x RM2.00] 5,000,000
Cr Bonus issue 5,000,000
Current asset RM
Bank (1,000,000 + 1,000,000) 2,000,000
Reserve
Retained profit (10,000,000 – 5,000,000) 5,000,000
a. at par - is when the debentures are issued at its nominal value. e.g. at 100.
b. at premium - is when the debentures are issued above its nominal value. e.g. at
120, or at a premium of 20%.
c. at discount - is when the debentures are issued below its nominal value. e.g. at 92,
or at a discount of 8%.
These financial liabilities are then classified and measured for as either at amortised cost
or fair value through profit or loss.
LIABILITY
Debt Debt
Instrument Measurement
Redeemable
Debentures Preference Amortised Cost Fair Value
Shares
b. Where liabilities are carried at fair value - transaction costs are written off as
expenses.
The interest expense will be charged at effective interest rate (market interest rate)
while the interest paid on debenture will be at nominal amount (coupon rate) stated on
issue. In simple terms, the interest expense charged will not be the same from year to
year. The liability will increase with the interest expense (finance cost) charged to the
statement of profit or loss and decrease by the cash repaid.
The journal entries for the liability being accounted for at amortised cost can be
presented as follows.
Step 1: Being amount of money received from issue of debentures (fair value – issue
cost)
Dr Bank a/c x
Cr. X% Debentures a/c x
Step 2: Being interest expense charged (effective interest rate x carrying amount)
Step 3: Being interest expense paid (nominal interest rate x nominal amount)
Dr X% Debentures a/c x
Cr. Bank a/c x
Go Green Bhd raises finance on its first accounting period, January 20x5 by issuing
6% debentures of nominal value RM10,000,000. The financial liabilities are issued at
a discount of 10%, and will be redeemed after three years at a determined value. It is
carried at amortised cost.
The effective rate of interest is 12% and the interest is paid at the end of accounting
period. The transaction costs were RM300,000.
Required:
Explain and illustrate how the liability is accounted for in the books of Go Green Bhd.
As at 31 December 20x5
Solution:
Step 1: Identify the debentures carrying amount
RM
Nominal value 10,000,000
Less: Discount (10% x RM10,000,000) (1,000,000)
Less: issue cost (300,000)
8,700,000
Step 2: Calculate the interest expense and interest paid on the liability
In applying amortised cost, the interest to be charged (finance cost) to the statement of profit
or loss is calculated by applying the effective rate of interest to the carrying amount of the
liability each year. The finance cost will increase the liability. The computation of finance cost
is as follow:
While the interest paid at the end of the reporting period is calculated by applying th coupon
rate to the nominal value of the liability The annual interest paid will reduce the liability. The
computation of interest expense is as follow:
In the final year, the difference between the effective and the nominal interest is added to the
carrying amount of the debenture which extinguishes the remaining balance of the liability.
The entries for the liability being accounted for at amortised cost is presented as follows.
i. Journal entries
Go Green Bhd
RM
Non-current liability
6% Debentures (8,700,000 + 444,000) 9,144,000
In the book of Go Strong Bhd, you are required to record the above transactions
in the following entries for the year ended 20x1:
i. Journal entries
ii. Extract of Statement of Financial Position (liability section only)
Solution:
i. Journal entries
Cr 5% Debentures 270,000
Cr 5% Debentures 1,200
Go Strong Bhd
Statement of Financial Position (extract) as at 31 December 20x1
RM
Non-current liability
5% Debentures (270,000 + 1,200) 271,200
The measurement of the new fair value at the end of the accounting period will be its
market value. If the value is unknown, the present value of the future cash flows, using
the current market interest rates will be used. This type of measurement is not to be
tested in this syllabus.
After a share split, the share price will be reduced to reflect the increase in the number
of shares issued. Thus, create cheaper shares and increase the shares’ marketability.
Subsequently, when the shares’ marketability is improved, the shares may reach by
more investors and eventually increase the value of the company.
Example 7
Tinta Bhd has issued and paid up capital of RM10,000,000 ordinary shares with
5,000,000 units. The company has now declared a share split in the ratio of two
ordinary shares for every one existing ordinary share.
Required:
Prepare the Statement of Financial Position (extract) before and after the share split.
Solution:
After the share split, the issued number of shares will be increased to 10,000,000
units of shares. The total value of the shares remains at RM10,000,000, but the
paid up value of each share reduce to RM1.00.
For example, a company with 100,000,000 ordinary shares with paid up capital of
RM10,000,000 may consolidate on a 1 for 10 basis. After the consolidation, the number
of shares will reduce to 10,000,000 shares and increase the value of each share from
RM0.10 to RM1.00 each. The total value of the share issued remains unchanged.
Noted that share consolidation is the opposite of share split, in which the number of
shares issue rises, but the paid up value of each share falls.
Quick review
The following is a set of journal entries related to the issuance of shares and debentures:
Step 2: Being amount of money refunded to unsuccessful applicants -if any (amount
rejected × issue price)
Dr Share application a/c x
Cr. Bank a/c x
Reserves
Retained profit 6,000,000
Non-current liability
5% Debenture 1,000,000
Current asset
Inventories 500,000
Account receivables 1,500,000
Bank 40,000,000
1. The company issued 10,000,000 ordinary shares at RM0.50 each and 1,000,000
6% preference shares at a RM2.00 each. The preference shares carry non-
mandatory dividends.
3. A bonus issue was made to the existing shareholders who held the ordinary
shares as at 31 December 20x4 on the basis of one bonus shares for every ten
shares held. The value of bonus share is RM0.50 each. The retained profit
account is to be utilized for this purpose.
Solution:
a) Journal entries
Issuance of OSC
Debit Credit
RM RM
i. Dr Bank (9,000,000 x RM0.50) 4,500,000
Cr Ordinary Shares Application 4,500,000
Issuance of 6%PSC
i Dr Bank (1,500,000 x RM2) 3,000,000
Cr 6% Preferences Shares Application 3,000,000
Issuance of debentures
i Dr Bank (RM1,000,000 x 0.97) 970,000
Cr 5% Debentures 970,000
Karisma Bhd
Statement of Financial Position as at 31 December 20x5
Reserves
Retained profit (6,000,000 – 2,500,000– 16,975) 3,483,025
Non-current liability
5% Debenture (1,000,000 + 970,000 + 4,475) 1,974,475
The following is the extract equity section of statement of financial position of Kejora
Bhd as at 31 December 20x5.
Reserves
Retained earnings 50,000,000
On 1 January 20x6, Kejora Bhd makes a public issue of 40,000,000 ordinary shares
at an issue price of RM2.50 per share payable full on application. The subscription
was oversubscribed by 15,000,000 units and the company decided to reject and the
money was refunded to the unsuccessful applicants.
The company then issues 45,000,000 units of 8% preference shares at RM0.80 per
share. This Preference shares contains a non-mandatory dividend. Applications of
35,000,000 shares were received and fully paid
In order to raise more fund, on 1 January 20x6 the company issued RM950,000 9%
debentures at 96 with an issuance cost of RM6,800. The effective interest rate is 12%
and the interest rate was paid at the end of accounting period. All the debentures were
taken up and fully paid. This debenture is carried at amortised cost.
Required:
i. Prepare the relevant journal entries to record all the above transactions.
ii. Prepare the Statement of Financial Position (extract) as at 31 December 20x6.
(Equity and liabilities section only)
Solution:
i. Journal entries