如何报考英国的特许公认会计师资格（ACCA），本文告诉你~

正确答案：

(d) The current bid values the shares of Wragger at ￡19·07 million, compared to the current market value of ￡15·36 million, a premium of ￡3·71 million. The expected synergy is ￡15,570,000. If these data are accurate the bid could be substantially increased without the shareholders of Paxis suffering a fall in their expected wealth. In theory, the bid could be increased by an additional ￡11,860,000, or 148 pence for each existing Wragger share.
There might also be strategic reasons for undertaking the bid, and the acquisition of Wragger might lead to future options that are not valued by the above analysis.
The proposed acquisition is expected to result in substantial synergy, and to create wealth for the shareholders of both companies. The directors are recommended to proceed with the bid.

正确答案：
(c) (1) Acquisition of shares
Status
The acquisition of shares in Tagus LDA will add another associated company to the group. This may have an adverse
effect on the rates of corporation tax paid by the two existing group companies, particularly Tay Limited.
Taxation of profits
Profits will be taxed in Portugal. Any profits remitted to the UK as dividends will be taxable as Schedule D Case V income,
but will attract double tax relief. Double tax relief will be available against two types of tax suffered in Portugal. Credit
will be given for any tax withheld on payments from Tagus LDA to Tay Limited and relief will also be available for the
underlying tax as Tay Limited owns at least 10% of the voting power of Tagus LDA. The underlying tax is the tax
attributable to the relevant profits from which the dividend was paid. Double tax relief is given at the lower rate of the
UK tax and the foreign tax (withholding and underlying taxes) suffered.
Losses
As Tagus LDA is a non-UK resident company, losses arising in Tagus LDA cannot be group relieved against profits of the
two UK companies. Similarly, any UK trading losses cannot be used against profits generated by Tagus LDA.
(2) Acquisition of assets
Status
The business of Tagus will be treated as a branch of Tay Limited i.e. an extension of the UK company’s activities. The
number of associated companies will be unaffected.
Taxation of profits
Tay Limited will be treated as having a permanent establishment in Portugal. Profits attributable to the Tagus business
will thus still be taxed in Portugal. In addition, the profits will be taxed in the UK as trading income. Double tax relief
will be available for the tax already suffered in Portugal at the lower of the two rates.
Capital allowances will be available. As the assets in question will not previously have been subject to a claim for UK
capital allowances, there will be no cost restriction and the consideration attributable to each asset will form. the basis
for the capital allowance claim.
Losses
The Tagus trade is part of Tay Limited’s trade, so any losses incurred by the Portuguese trade will automatically be offset
against the trading profits of the UK trade, and vice versa.

正确答案：D

正确答案：

(d) IAS27 paragraph 14, ‘Consolidated and Separate Financial Statements’, states that warrants that have the potential to give
the holder voting power or reduce another party’s voting power over the financial and operating policies of the issuer should
be considered when existence of control is assessed. The warrants held by the competitor company, if exercised, would grant
that company control over Playtime. One party only can control Playtime and, therefore, the competitor company should
consolidate Playtime. In coming to this decision all the facts and circumstances that affect potential voting rights (except the
intention of management and the financial ability to exercise or convert) should be considered. It seems, however, that there
is a prima facie case for not consolidating Playtime but accounting for it under IAS28 or IAS39.