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This is a „back to basics‟ series that relates to common business combination issues.

The following pages aim to


help entities account for stapling transactions. To find other topics covered in this series, please e-mail
ifrs.communications@au.pwc.com or visit www.pwc.com.au/assurance/ifrs

Understanding the accounting for stapling


transactions (ie, a business combination achieved
by contract alone)
As no ownership interest is acquired by the
The issue combining entities in the stapling arrangement, the
interests of the equity holders in each acquiree must
AASB 3 Business Combinations (AASB 3) provides be attributed to non-controlling interests (NCI).
specific guidance on business combinations that are Goodwill may be recognised if the acquirer elects to
achieved by contract alone. While the guidance in the measure the NCI at fair value. No goodwill will arise
standard applies generally to any business combination under the proportionate share method because,
that is achieved by contract alone (such as stapling under that method, the acquirer recognises only the
transactions and dual-listed entities) in this article we goodwill associated with the controlling equity
specifically focus on the accounting issues associated interest, which is nil in a stapling transaction.
with stapling transactions.
Each of these principles is explained in more
In our experience, stapling transactions are often detail below.
complex to account for in practice. Over the next few
pages we highlight the key accounting issues that entities
must consider when applying the requirements of AASB Identifying the acquirer and the parent
3 and share our insights on the relevant financial
statement disclosures that are impacted by such AASB 3 requires one of the combining entities in a
transactions. stapling transaction to be identified as the acquirer for
accounting purposes. In practice, this can be a challenge
as none of the stapled entities obtain an ownership
What is a stapling transaction? interest in the other combining entities. In determining the
A stapling transaction occurs as a result of a contractual acquirer, entities should consider the following:
arrangement between two or more legal entities, typically
without the transfer of consideration, whereby one legal the specific facts and circumstances of the
entity issues equity securities that are combined with (or arrangements;
stapled to) the securities issued by one or more other the guidance in AASB 127 Consolidated and
legal entities. The entities each have the same owners, Separate Financial Statements (AASB 127); and
and the stapled securities are quoted as a single price the guidance in AASB 3, paragraphs B14 to B18 (eg,
and cannot be traded or transferred independently. the acquirer may be the larger entity or the one that
dominates the selection of the arrangement‟s
How to account for stapling transactions management team).
under AASB 3
The acquirer is required to be the parent entity for the
Stapling transactions are considered business purpose of the consolidated financial statements of the
combinations and should be accounted for under AASB 3 stapled structure, which should be prepared by the
using the acquisition method at the acquisition date. parent in accordance with AASB 127. Entities should be
aware that a new entity that is formed to effect a stapling
The key principles of applying the acquisition method are arrangement is unlikely to be identified as the accounting
described below. acquirer or the parent entity in the stapled structure
One of the combining entities must be identified as
the acquirer and the parent for the purpose of
preparing consolidated financial statements for the
stapled group.
The identifiable assets and liabilities of each
acquiree must be recognised and measured by the
acquirer at their acquisition-date fair values.

What would you like to grow?


Under AASB 3, a stapling arrangement may add entities Where the NCI is measured at the proportionate share of
to a post-date-of-transition stapled group or a pre-date-of- the net assets, no goodwill arises and the movement in
transition stapled group. If either of the stapled groups is equity of the stapled group will be reflective of the net fair
deemed to be the acquirer, the accounting for that pre- value of the assets and liabilities of the acquiree.
existing stapling arrangement should be grandfathered
under the transitional provisions of AASB 3, paragraph Goodwill will only arise in a stapling transaction where the
B69 for business combinations achieved by acquirer elects to measure the NCI at fair value as a
contract alone. matter of policy. In such cases, the goodwill pertaining to
the acquiree is required to be recognised and measured
Further reading at fair value, and the movement in the equity of the
stapled group will be reflective of the net fair value of the
AASB 3 Business Combinations paragraphs 6 to 7, assets and liabilities of the acquiree, including the fair
B13 TO 18 value of any associated goodwill.
AASB 127 Consolidated and Separate Financial
Statements paragraph 13 Further reading
PwC‟s IFRS Manual of Accounting 2011 paragraphs
25.51 to 25.69 AASB 3 Business Combinations paragraphs 19, B44
to B45
Recognising and measuring the PwC‟s IFRS Manual of Accounting 2011 paragraphs
acquiree’s assets and liabilities at 25.254 to 25.263
“Back to basics‟”- ‘Understanding partial goodwill in a
fair value business combination’
Each acquiree‟s identifiable assets and liabilities must be
recognised and measured at their fair value at the
Acquisition-related costs
acquisition date in the consolidated financial statements
Finally, as with the accounting for all other business
of the stapled group (the results are consolidated from
combinations, any acquisition-related costs incurred to
that date). Entities cannot simply aggregate the carrying
effect the stapling transaction must be expensed in profit
amounts of the assets and liabilities in each acquiree‟s
or loss in the periods in which the costs are incurred and
financial statements with those of the acquirer.
the related services received. Acquisition-related costs
Further reading include advisory, legal, accounting, valuation and other
professional or consulting fees; general administrative
AASB 3 Business Combinations paragraphs 8 to 18,
costs; and stamp duty costs.
24 to 31
PwC‟s IFRS Manual of Accounting 2011 paragraphs
25.82 to 25.183.1
Implications on earnings per stapled
security disclosures
Non-controlling interests The presentation of earnings per stapled security (EPS)
information is impacted by the classification of the
Under AASB 3 paragraph 44, the interests of the equity interests of the equity holders of the acquirees as NCI.
holders in the net assets of each stapled entity identified AASB 133 Earnings per Share (AASB 133) requires EPS
as an acquiree are deemed NCI, despite the fact that information to be presented in the statement of
those equity holders also have an interest in the parent. comprehensive income based on the profit or loss
These interests are presented separately from the parent attributable to ordinary equity holders of the parent entity.
equity holders‟ equity in the consolidated statement of
financial position. Similarly, the total comprehensive A more relevant presentation for users of the
income of each stapled entity identified as an acquiree consolidated financial statements of stapled groups might
must be disclosed separately as NCI in the consolidated be basic and diluted EPS information based on the
statement of comprehensive income. consolidated total comprehensive income attributable to
all stapled security holders. The AASB issued guidance
Goodwill may be recognised on the presentation of EPS information for stapled
entities, noting that supplementary EPS disclosures can
Under AASB 3 the acquirer has an accounting policy only be included in a note to the financial statements (to
choice in terms of the measurement of NCI. On an comply with the requirements of AASB 133).
acquisition-by-acquisition basis, entities can choose to
measure any NCI in the acquiree at fair value or at the
Further reading
NCI‟s proportionate share of the acquiree‟s identifiable
net assets. - AASB Action Alert Number 91
Example disclosures for presenting 1. Accounting policy disclosure
transactions extracts (sample disclosure)
An entity that achieves a business combination through a
stapling transaction is required to include the typical
Basis of preparation
disclosures required for business combinations in its This financial report is a general purpose financial report
financial statements. The primary purpose of doing so is that has been prepared in accordance with Australian
to enable users of the financial statements to evaluate Accounting Standards, other authoritative
the nature and financial effect of the business pronouncements of the Australian Accounting Standards
combination. Board, Urgent Issues Group Interpretations, and the
Corporations Act 2001.
The specific disclosures must comply with the
requirements of AASB 3, paragraph B64 (refer to
Stapled Security
Understanding business combination disclosures in the
The securities of XYZ1, XYZ2 and XYZ3 are combined
“Back to basics series” for more information). The net fair
and issued as stapled securities in XYZ Group. The
value of the assets and liabilities of the acquiree should
be reflected as a movement in the equity of the stapled securities of XYZ1, XYZ2 and XYZ3 cannot be traded
group, as it is essentially a contribution from the separately and can only be traded as stapled securities.
acquiree‟s owners in their capacity as owners. These
movements must be treated as NCI. This financial report consists of the consolidated financial
statements of XYZ Group, which comprises XYZ1 and its
Aside from the business combination note disclosure controlled entities, XYZ2 and its controlled entities, and
itself, the most notable impacts of a stapling transaction XYZ3 and its controlled entities.
on the financial statements are on the:
basis of preparation and principles of consolidation Consolidated accounts and stapling
accounting policy disclosures; arrangements
presentation of the stapled equity holders‟ interest in
the equity of the stapled group in the consolidated AASB 3 Business Combinations requires one of the
statement of financial position; stapled entities in a stapling structure to be identified as
presentation of the stapled equity holders‟ interest in the parent entity for the purpose of preparing
the group‟s total comprehensive income in the consolidated financial reports. In accordance with this
consolidated statement of comprehensive requirement, XYZ1 has been identified as the parent
income; and entity in relation to the stapling with YXZ2 and XYZ3.
EPS note disclosure
Principles of consolidation
Each of these impacts is explained below.
The consolidated financial statements of XYZ1
incorporate the assets and liabilities of the entities
controlled by XYZ1 at 30 June 2011, including those
deemed to be controlled by XYZ1 by identifying it as the
parent of the XYZ Group, and the results of those
controlled entities for the year then ended. The effects of
all transactions between entities in the consolidated entity
are eliminated in full. Non-controlling interests in the
results and equity are shown separately in the Statement
of Comprehensive Income and Statement of Financial
Position respectively. Non-controlling interests are those
interests in XYZ2 and XYZ3 which are not held directly or
indirectly by XYZ1. Other non-controlling interests in the
results and equity are also shown separately in the
Statement of Comprehensive Income and Statement of
Financial Position respectively. Other non-controlling
interests are interests in subsidiaries which are
attributable to parties other than the stapled security
holders.

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2. Presentation of the stapled equity holders’ interest in the equity of
the stapled group
The stapled equity holders‟ interest in the equity of the stapled group may be presented in the consolidated
statement of financial position as shown below.

Extract from consolidated statement of financial position


2011 2010
$’000 $‟000
EQUITY
Capital and reserves attributable to stapled security holders as:
Equity holders of XYZ1 (parent interest)
Contributed equity XXX XXX
Reserves XXX XXX
Retained earnings XXX XXX
Total capital and reserves attributable to equity holders of XYZ1 (parent
interest) XXX XXX
Equity holders of XYZ2 and XYZ3 (non-controlling interests) XXX XXX
Other non-controlling interests XXX XXX
Total equity XXX XXX

3. Presentation of the stapled equity holders’ interest in the group’s


total comprehensive income
The stapled equity holders‟ interest in the group‟s total comprehensive income may be presented in the consolidated
statement of comprehensive income as shown below.

Extract from consolidated statement of comprehensive income


2011 2010
$’000 $‟000

Total comprehensive income for the period XXX XXX

Total comprehensive income for the year is attributable to:


Stapled security holders as:
Equity holders of XYZ1 (parent interest) XXX XXX
Equity holders of XYZ2 and XYZ3 (non-controlling interests) XXX XXX
XXX XXX
Other non-controlling interests XXX XXX

Earnings per stapled security for profit attributable to the ordinary


equity holders of the parent:
Basic earnings per stapled security XX XX
Diluted earnings per stapled security XX XX

Alternative presentation in the primary statements

An entity may adopt an alternative presentation to that illustrated above. For example:
The statement of financial position disclosure of the equity of the other stapled entities (ie, XYZ2 and XYZ3) may
be presented for each entity and/or broken down into its various components (share capital, reserves and
retained profits) either in the statement of financial position or in the notes. Where a breakdown is provided, the
reserves and retained profits could be further split between pre- and post-transition stapling amounts if
applicable.
This material has been prepared by PwC for general circulation on matters of interest only. It is not advice and does not take into account the
objectives, financial situation or needs of any recipient. Any recipient should, before acting on this material, make their own enquiries and obtain
their own professional advice in relation to any issue or matter referred to herein. We do not, in preparing this material, accept or assume
responsibility for any purpose or to any person to whom this material is shown and shall not be liable in respect of any loss, damage or expense
whatsoever caused by any 4 use the reader may choose to make of this material. © 2010 PwC. All rights reserved. "PwC" refers to
PricewaterhouseCoopers, an Australian limited liability partnership, or as the context requires, the PricewaterhouseCoopers global network or
other member firms of the network each of which is a separate and independent legal entity.
Some entities may want to flag "equity holders of XYZ2 and XYZ3" as NCI by cross referencing the line items to
a note disclosure that describes these equity holders as NCI, rather than including the words in the primary
statements as illustrated in the example above. While this may appear to be an acceptable presentation, we do
not encourage it; ASIC could challenge this approach on the basis that the designation should be in the
primary statements.

Alternative presentation of EPS information


The example below sets out an alternative disclosure format for entities that want to give the supplementary EPS
information for stapled securities more prominence than just including it in the notes to the financial statements. In
using this presentation there remains a risk (albeit we believe a reduced risk) that the disclosures will be regarded as
a breach of the requirements of AASB 133. Entities that want to avoid any risk of their financial statements being
criticised or challenged should present the supplementary EPS information in the notes to the financial statements.

This disclosure format has been developed to address the specific EPS disclosure anomaly resulting from the
accounting for stapling arrangements prescribed in AASB 3. It is not to be used to present other additional EPS
information.

Extract from consolidated statement of comprehensive income


2011 2010
$’000 $‟000

Profit for the year XXX XXX

Profit is attributable to:


Stapled security holders as:
Equity holders of XYZ1 (parent interest) XXX XXX
Equity holders of XYZ2 and XYZ3 (non-controlling interests) XXX XXX
XXX XXX
Other non-controlling interests XXX XXX

Profit for the year XXX XXX


Other comprehensive income
Available-for-sale financial assets XXX XXX
Cash flow hedges XXX XXX
Total comprehensive income for the year XXX XXX

Total comprehensive income for the year is attributable to:


Stapled security holders as:
Equity holders of XYZ1 (parent interest) XXX XXX
Equity holders of XYZ2 and XYZ3 (non-controlling interests) XXX XXX
XXX XXX
Other non-controlling interests XXX XXX

Earnings per stapled security for profit attributable to the ordinary


equity holders of the parent:

Basic earnings per stapled security XX XX


Diluted earnings per stapled security XX XX

The above statement of comprehensive income should be read in


conjunction with the accompanying notes, including note XX which presents
the following earnings per stapled security for profit attributable to the
stapled equity holders:

Basic earnings per stapled security XX XX


Diluted earnings per stapled security XX XX

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This material has been prepared by PwC for general circulation on matters of interest only. It is not advice and does not take into account the
objectives, financial situation or needs of any recipient. Any recipient should, before acting on this material, make their own enquiries and obtain
their own professional advice in relation to any issue or matter referred to herein. We do not, in preparing this material, accept or assume
responsibility for any purpose or to any person to whom this material is shown and shall not be liable in respect of any loss, damage or expense
whatsoever caused by any 6 use the reader may choose to make of this material. © 2010 PwC. All rights reserved. "PwC" refers to
PricewaterhouseCoopers, an Australian limited liability partnership, or as the context requires, the PricewaterhouseCoopers global network or
other member firms of the network each of which is a separate and independent legal entity.

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