如果你符合这些条件，那么ACCA证书就是为你量身订做的

正确答案：
(b) (i) The directors of GWCC might consider any of the following specific actions in order to improve the return on the
investment:
– Attempt to raise the selling price of the Mighty Ben cake to Superstores plc. Much will depend on the nature of the
relationship in terms of mutuality of trust and co-operation between the parties. If Superstores plc are insistent on
a launch price of ￡20·25 and a mark-up of 35% on its purchase price from GWCC then this is likely to be
unsuccessful.
– Attempt to reduce the material losses in the first 600 batches of production via improved process control.
– Attempt to negotiate a retrospective rebate based on volumes of packaging purchased.
– Improve the rate of learning of the hand-skilled cake decorators via a more intensive training programme and/or
altering the flow of production.
– Undertake a thorough review of all variable overheads which have been absorbed on the basis of direct labour
hours. It might well be the case that labour is not the only ‘cost driver’ in which case variable overheads might be
overstated.
– Undertake a thorough review of all fixed overheads to ensure that they are specific to the production of the Mighty
Ben cake.
– Adopt a ‘value engineering’ approach in order to identify ‘non value added’ features/aspects of the product or
processes used to produce it. This would have to be done in conjunction with Superstores plc, but might end in a
‘win-win’ scenario.
– Ensure that all overhead expenditure will be incurred in the most ‘economic’ manner.

正确答案：
(b) Matters to be considered (before accepting the engagement)
Tutorial note: Although candidates may approach this part from a rote-learned list of ‘matters to consider’ it is important
that answer points be tailored, in so far as the information given in the scenario permits, to the specifics of Plaza and MCM.
It is critical that answer points should not contradict the scenario (e.g. assuming that it is Plaza’s auditor who has been
asked to undertake the assignment).
■ Information about Duncan Seymour – What is the relationship of the chief finance officer to Plaza (e.g. is he on the
management board)? By what authority is he approaching Andando to undertake this assignment?
■ The purpose of the assignment must be clarified. Duncan’s approach to Andando is ‘to advise on a bid’. However,
Andando cannot make executive decisions for a client but only provide the facts of material interest. Plaza’s
management must decide whether or not to bid and, if so, how much to bid.
■ The scope of the due diligence review. It seems likely that Plaza will be interested in acquiring all of MCM’s business
as its areas of operation coincide with Plaza’s. However it must be confirmed that Plaza is not merely interested in
acquiring only the National or International business of MCM.
■ Andando’s competence and experience – Andando should not accept the engagement unless the firm has experience in
undertaking due diligence assignments. Even then, the firm must have sufficient knowledge of the territories in which
the businesses operate to evaluate whether all facts of material interest to Plaza have been identified.
Tutorial note: Candidates should be querying their competence and experience in the fields of retailing and training
as though they were dealing with highly regulated or specialist industries such as banking or insurance.
■ Whether Andando has sufficient resources (e.g. representative/associated offices), if any, in Europe and Asia to
investigate MCM’s International business.
■ Any factors which might impair Andando’s objectivity in reporting to Plaza the facts uncovered by the due diligence
review. For example, if Duncan is closely connected with a partner in Andando or if Andando is the auditor of Frontiers.
Tutorial note: Candidates will not be awarded marks for going into ‘autopilot’ on independence issues. For example,
this is a one-off assignment so size of fee is not relevant. Andando holding shares in MCM is not possible (since whollyowned).
■ Plaza’s rationale for wishing to acquire MCM. Presumably it is significant that MCM operates in the same territories as
Plaza. Plaza may be wanting to provide extensive training programs in management, communications and marketing
to its workforce.
■ The relationship, if any, between Plaza and MCM in any of the territories. Plaza may be a major client of MCM. That
is, Plaza is currently out-sourcing training to MCM. Acquiring MCM would bring training in-house.
Tutorial note: Ascertaining what a purchaser hopes to gain from an acquisition before the assignment is accepted is
important. The facts to be uncovered for a merger from which synergy is expected will be different from those relevant
to acquiring an investment opportunity.
■ Time available – Andando must have sufficient time to find all facts that would be of material interest to Plaza before
disclosing their findings.
■ The acceptability of any limitations – whether there will be restrictions on Andando’s access to information held by MCM
(e.g. if there will not be access to board minutes) and personnel.
■ The degree of secrecy required – this may go beyond the normal duties of confidentiality not to disclose information to
outsiders (e.g. if unannounced staff redundancies could arise).
■ Why Plaza’s current auditors have not been asked to conduct the due diligence review – especially as they are
responsible for (and therefore capable of undertaking) the group audit covering the relevant countries.
■ Andando should be allowed to communicate with Plaza’s current auditor:
– to inform. them of the nature of the work they have been asked to undertake; and
– to enquire if there is any reason why they should not accept this assignment.
■ In taking on Plaza as a new client Andando may have a later opportunity to offer external audit and other services to
Plaza (e.g. internal audit).

正确答案：
(c) (i) The proposed transaction broadly falls under the ‘paper for paper’ rules. Where this is the case, chargeable gains do not
arise. Instead, the new holding stands in the shoes (and inherits the base cost) of the original holding.
The company issuing the new shares must:
(i) end up with more than 25% of the ordinary share capital or a majority of the voting power of the old company,
OR
(ii) make a general offer to shareholders in the old company with a condition which would give the acquiring company
control of the company if accepted.
The exchange must be for bona fide commercial reasons and not have as its main purpose (or one of its main purposes)
the avoidance of capital gains tax or corporation tax.
The issue of shares by Bold plc satisfies these conditions, thus Damian, as a shareholder of Linden Limited, will not be
taxed on the exchange of shares.

正确答案：
(c) Small businesses face a number of well-documented problems when seeking to raise additional finance. These problems have
been extensively discussed and governments regularly make initiatives seeking to address these problems.
Risk and security
Investors are less willing to offer finance to small companies as they are seen as inherently more risky than large companies.
Small companies obtaining debt finance usually use overdrafts or loans from banks, which require security to reduce the level
of risk associated with the debt finance. Since small companies are likely to possess little by way of assets to offer as security,
banks usually require a personal guarantee instead, and this limits the amount of finance available.
Marketability of ordinary shares
The equity issued by small companies is difficult to buy and sell, and sales are usually on a matched bargain basis, which
means that a shareholder wishing to sell has to wait until an investor wishes to buy. There is no financial intermediary willing
to buy the shares and hold them until a buyer comes along, so selling shares in a small company can potentially take a long
time. This lack of marketability reduces the price that a buyer is willing to pay for the shares. Investors in small company
shares have traditionally looked to a flotation, for example on the UK Alternative Investment Market, as a way of realising their
investment, but this has become increasingly expensive. Small companies are likely to be very limited in their ability to offer
new equity to anyone other than family and friends.
Tax considerations
Individuals with cash to invest may be encouraged by the tax system to invest in large institutional investors rather than small
companies, for example by tax incentives offered on contributions to pension funds. These institutional investors themselves
usually invest in larger companies, such as stock-exchange listed companies, in order to maintain what they see as an
acceptable risk profile, and in order to ensure a steady stream of income to meet ongoing liabilities. This tax effect reduces
the potential flow of funds to small companies.
Cost
Since small companies are seen as riskier than large companies, the cost of the finance they are offered is proportionately
higher. Overdrafts and bank loans will be offered to them on less favourable terms and at more demanding interest rates than
debt offered to larger companies. Equity investors will expect higher returns, if not in the form. of dividends then in the form
of capital appreciation over the life of their investment.