QUESTION 11 Illustration 1: Red pref. shares with mandatory dividend (refer Ex. 1 in section “Learning objective”) A Limited (issuer) issues preference shares to B Limited (holder). Those preference shares are redeemable at the end of 10 years from the date of issue and entitle the holder to a cumulative dividend of 15% p.a. The rate of dividend is commensurate with the credit risk profile of the issuer. Examine the nature of the financial instrument.

Solution

This instrument provides for mandatory fixed dividend payments and redemption by the issuer for a fixed amount at a fixed future date. Since there is a contractual obligation to deliver cash (for both dividends and repayment of principal) to the preference shareholder that cannot be avoided, the instrument is a financial liability in its entirety.


The financial instrument in this case is a preference share issued by A Limited to B Limited. The preference share has the following features:

  1. It is redeemable after 10 years from the date of issue.
  2. It entitles the holder to a cumulative dividend of 15% p.a.
  3. The rate of dividend is commensurate with the credit risk profile of the issuer.

Based on these features, the preference share can be classified as a financial liability. This is because the holder of the preference share is entitled to receive a fixed rate of return (i.e., cumulative dividend of 15% p.a.) and the share is redeemable at a fixed date in the future.

Furthermore, the fact that the rate of dividend is commensurate with the credit risk profile of the issuer indicates that the preference share is a form of debt financing. The rate of dividend is likely to be higher if the credit risk of the issuer is perceived to be higher, which is a characteristic of debt instruments.

Therefore, the preference share issued by A Limited to B Limited is a financial liability and represents a form of debt financing for A Limited.


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