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IFRIC Update is published as a entity’s equity shares are treated as in a debt to equity swap should be
convenience to the IASB’s constituents. consideration in both IFRS 2 Share- measured at the fair value of the liability
All conclusions reported are tentative based Payment and IFRS 3 Business settled or the fair value of the equity
and may be changed or modified at Combinations. instruments issued, whichever is more
future IFRIC meetings. reliably determinable.
The IFRIC also noted that although
Decisions become final only after the IFRSs do not contain a general principle The IFRIC noted that in the current
IFRIC has taken a formal vote on an for the initial recognition and economic environment the issue is
Interpretation or Draft Interpretation, measurement of equity shares, guidance widespread and that divergent
which is confirmed by the IASB. on specific transactions includes: interpretations exist, which could have
significant effects on financial reports.
The IFRIC met in London on 9 July initial recognition of compound
The IFRIC also concluded that the issue
2009, when it discussed: instruments (IAS 32 paragraphs 31
is sufficiently narrow in scope to be
and 32). The amount allocated to the
Debt to equity swap in a restructuring capable of interpretation within the
equity component is the residual after
Classification of vesting conditions confines of IFRSs.
deducting the fair value of the
Rights issues denominated in a financial liability component from the Although this issue is within the scope of
foreign currency fair value of the entire compound the IASB’s project on Financial
Agenda decisions instrument. Instruments with Characteristics of
the cost of equity transactions and Equity, the IFRIC concluded that the
Tentative agenda decisions
own equity instruments (‘treasury urgency and importance of the issue
Work in progress shares’) acquired and reissued or warranted the development of an
cancelled (IAS 32 paragraph 33). interpretation. Therefore, the IFRIC
Debt to equity swap No gain or loss is to be recognised in
profit or loss on the purchase, sale,
decided to add the issue to its agenda and
to develop a draft interpretation for
in a restructuring issue or cancellation of an entity’s public comment as soon as possible.
own equity instruments. This might require a special IFRIC
The IFRIC received a request to add to equity instruments issued in share- meeting to be held by teleconference
its agenda an issue with respect to the based payment transactions (IFRS 2 before the meeting currently scheduled to
application of IAS 39 Financial paragraphs 10-23). For equity-settled take place in September.
Instruments: Recognition and share-based payment transactions, the
Measurement and IAS 32 Financial entity measures the goods or services
Instruments: Presentation when an entity received, and the corresponding
issues its own equity instruments in increase in equity, directly, at the fair
settlement of debt (referred to as a ‘debt value of the goods or services
to equity swap’) in a restructuring. The received, unless that fair value cannot
question is whether the entity should be estimated reliably. If the entity
recognise the equity instruments at the cannot estimate reliably the fair value
carrying amount of the liability or at the of the goods or services received (eg
fair value of either the liability or the transactions with employees), the
equity instruments issued. entity measures their value, and the
corresponding increase in equity,
The IFRIC noted that IFRSs do not indirectly, by reference to the fair
contain specific guidance on accounting value of the equity instruments
for a debt to equity swap. However, a Copyright © IFRIC Update is published
granted.
debt to equity swap could be analysed as after every IFRIC meeting by the
consisting of two transactions. First, the The IFRIC further noted that the general IASC Foundation, Publications
principle of IFRSs is that equity is a Department, 30 Cannon Street,
borrower issues new equity shares to the London EC4M 6XH United Kingdom
lenders for cash and the lenders then residual and should be measured by
reference to changes in assets and Tel: +44 (0)20 7332 2730
accept that amount of cash in full
liabilities (the Framework and IFRS 2). Fax: +44 (0)20 7332 2749
settlement of the liability. The IFRIC
noted that IAS 39 would then require an Therefore, equity instruments issued in a Website: www.iasb.org
debt to equity swap should be measured Email: publications@iasb.org
entity to recognise in profit or loss any
gain or loss arising from the settlement at the fair value of the liability settled. ISSN 1477-206X
of the liability. IAS 39 also requires a The IFRIC was concerned that entities
gain or loss to be recognised in profit or might encounter practical difficulties in
loss when one liability is exchanged for measuring the fair value of a liability in a
another with substantially different restructuring. Therefore the IFRIC
terms. The IFRIC also noted that an concluded that equity instruments issued
receive rights with an exercise price denominated in the
Classification of vesting currency in which their shares trade. Convertible bonds
conditions could be denominated in any currency the entity chooses.
For these reasons, the IFRIC concluded that rights issues
The IFRIC received a request to add to its agenda a project to with the characteristics described above should be classified
clarify how the examples of non-vesting conditions in as equity instruments. However, the IFRIC noted that in
paragraph IG24 of IFRS 2 should be applied. accordance with its 2005 conclusion IAS 32 would not
permit entities to classify the rights as equity instruments.
The IFRIC decided that further research and analysis were The IFRIC recognised that the Board has a major project on
needed to determine: its agenda relating to the classification of instruments as
whether the issues identified in the submission liabilities or equity that might eliminate this question.
fundamentally relate to the interaction of other conditions However, the IFRIC noted that many entities are raising
with the service conditions, and capital by issuing rights in the current economic
environment, so the request has immediate, widespread
whether these types of transactions are widespread and practical relevance.
the extent of diversity in practice.
Consequently, the IFRIC decided to recommend that the
The IFRIC will at a future meeting resume its discussion of Board amend IAS 32 urgently to permit rights issued pro rata
whether this project should be added to its agenda. to existing shareholders to be classified as equity instruments
if the exercise price is fixed in any currency. The IFRIC
directed the staff to develop a proposal for the Board to
Rights issues denominated in a consider at its meeting in July 2009. The IFRIC also
foreign currency directed the staff to prepare a paper for the next meeting
discussing other questions constituents have raised about the
The IFRIC received a request to consider the application of application of the ‘fixed for fixed’ requirement in IAS 32.
the conclusion it reached in 2005 that a call option entitling
the holder to receive a fixed number of the entity’s shares for
a fixed amount of foreign currency should be accounted for IFRIC agenda decisions
as a derivative liability. The IFRIC previously discussed the
issue in the context of convertible bonds denominated in a The following explanation is published for information
currency other than the entity’s functional currency (foreign only and does not change existing IFRS requirements.
currency). The question posed in the request was whether IFRIC agenda decisions are not Interpretations. IFRIC
the IFRIC’s 2005 conclusion applied to a rights issue in Interpretations are determined only after extensive
which the exercise price was fixed in a foreign currency. deliberation and due process, including a formal vote.
IFRIC Interpretations become final only when approved by
In a conventional rights issue, the entity issues rights pro rata the IASB.
to its existing shareholders that entitle the holder to purchase
a fixed number of additional shares at a fixed price. Because IFRS 3 Business Combination—Acquisition-related costs
the rights entitle the holder to receive a fixed number of in a business combination
shares for a fixed amount of cash, the entity would recognise The IFRIC has received requests to clarify the treatment of
the rights as equity instruments and they would not be acquisition-related costs that the acquirer incurred before it
remeasured. applies IFRS 3 (as revised in 2008) that relate to a business
An entity may be required to issue the rights in a currency combination that is accounted for according to the revised
other than its functional currency, for example, because it is IFRS.
listed on exchanges in more than one jurisdiction. Thus, In accordance with the revised IFRS 3, because acquisition-
considered in the functional currency, the amount of cash to related costs are not part of the exchange transaction between
be received for the issue of the shares is not fixed. In the acquirer and the acquiree (or its former owners), they are
accordance with the IFRIC’s previous conclusion, such a not considered part of the business combination. Therefore,
right is considered to be a derivative liability and is therefore except for costs to issue debt or equity securities that are
remeasured through profit or loss until the right is exercised recognised in accordance with IAS 32 and IAS 39, the
or expires. revised IFRS 3 requires an entity to account for acquisition-
The IFRIC noted that this conclusion results in the entity’s related costs as expenses in the periods in which the costs are
profit or loss being affected by changes in its own share price incurred and the services are received. In contrast, IFRS 3
as well as by changes in foreign exchange rates. In addition, (as issued in 2004) required the acquisition-related costs to
in the IFRIC’s view, the rights issue described above is not be included in the cost of a business combination.
similar to the convertible bonds it discussed in 2005 for the The IFRIC noted that more than one interpretation of how
following reasons: the requirements of the two IFRSs interact is possible.
the rights must be allocated pro rata to existing Accordingly, the IFRIC concluded that an entity should
shareholders; convertible bonds are a separate instrument disclose its accounting policy for such costs and the amount
that may be issued to any investor. recognised in the financial statements. Because this is a
transitional issue that will not arise for accounting periods
the rights are priced in the various currencies to treat all beginning on after 1 July 2009, the IFRIC decided not to add
shareholders equivalently, no matter which exchange the the issue to its agenda.
shares/rights are traded on. In other words, shareholders