- 15 Marks
Question
THE INSTITUTE OF CHARTERED ACCOUNTANTS OF NIGERIA
PROFESSIONAL LEVEL EXAMINATION – NOVEMBER 2022
STRATEGIC FINANCIAL MANAGEMENT
SECTION C: OPEN-ENDED QUESTIONS (30 MARKS)
INSTRUCTION: YOU ARE REQUIRED TO ATTEMPT ANY TWO OUT OF THE THREE QUESTIONS IN THIS SECTION
QUESTION 5
ADERUPOKO PLC
Aderupoko Plc (ADP), a large, listed media group, has been the holding company of Adamu Publishers Limited. (APL) since 2015. The publishing company (APL) is 100% owned by ADP since inception.
Recently the directors of APL informed ADP’s board of their readiness to make a management buy-out (MBO) of APL. Accordingly, ADP’s board decided to value APL using the shareholder value analysis method (SVA). ADP’s board estimates that APL has a four-year competitive advantage over its competitors (to 30 September 2024) and the following data regarding APL’s value drivers and additional financial information has been collected.
Sales for the current year to 30 September 2020 N80 Million Annual depreciation (equal to annual replacement of non-current asset expenditure N2.0 million Par value of 6% debentures in issue (current market value N95.00) nominal value N100 N10.0Million Short-term investments held N0.8Million Company tax rate 20% Current WACC 10%
Year to 30 September budgeted 2021 2022 2023 2024 2025+ Sales growth 5% 4% 3% 2% 0% Operating profit margin 8% 9% 10% 10% 10% Incremental non-current asset Investment (as a % of sales increase) 5% 6% 3% 2% 0% Incremental working capital Investment (as a % of sales increase) 6% 5% 4% 4% 0%
Required:
a. Calculate the value of APL’s equity using SVA b. Outline THREE methods by which APL’s directors might raise the funds necessary for the proposed MBO of the company
Answer
a)
Year 1 2 3 4 5 – Infinity ₦m ₦m ₦m ₦m ₦m Sales (see workings) 84.00 87.40 90.00 91.80 91.80 Operating profit 6.72 7.87 9.00 9.18 9.18 Tax at 20% (1.34) (1.57) (1.80) (1.84) (1.84) Depreciation 2.00 2.00 2.00 2.00 2.00 Operating cash flow 7.38 8.30 9.20 9.34 9.34 Replacement non-current assets (2.00) (2.00) (2.00) (2.00) (2.00) Capital expenditures (0.20) (0.20) (0.08) (0.04) (0.00) Working capital (0.24) (0.17) (0.10) (0.07) (0.00) Free cash flow 4.94 5.93 7.02 7.23 7.34 PVF at 10% 0.909 0.826 0.751 0.683 6.830* PV 4.49 4.89 5.27 4.94 50.10
₦m Total PV 69.69 Add short-term investment 0.80 Less market value of debentures = ₦10m × 95/100 = (9.50) Total value of equity 60.99 (* Annuity factors at 10% years 5 – infinity)
Workings
Year 0 1 2 3 4 5 – Infinity ₦m ₦m ₦m ₦m ₦m ₦m Sales* 80.0 84.0 87.4 90.0 91.8 91.8 Sales increase – 4.0 3.4 2.6 1.8 0 Capital expenditure* – 0.20 0.20 0.08 0.04 0 Additional working capital* – 0.24 0.17 0.10 0.07 0
(* applying the given rates)
b) An MBO can be financed using the following methods i) Private loan Members of the buyout team use unsecured and secured personal loans to fund the MBO. For secured lending, team members will provide their homes, pension plans and other non-cash assets as collateral; ii) Business loan Business loans from bank or finance companies may be obtained to fund the transaction. Depending on the track record and the type of business being purchased, unsecured lending may be possible. However, unsecured lending is generally much smaller than secured lending and, in many cases, the lender will take a lien on the company and all its assets, including its sales ledger, to secure the borrowing. Loan terms are typically 3 to 5 years. iii) Asset finance Leveraging against the assets in the company, such as property, stocks, or receivables. If the business owns substantial assets, those assets may be used as collateral for borrowing. This type of arrangement is called a leveraged buy-out, as the company’s assets are leveraged to buy out the old owner. iv) Private equity (PE) This is a steadily increasing source of finance even at the smaller end of the market. Cash is provided by venture capitalists, hedge funds and private investors in exchange for shares, board seats, dividends, fees, and varying degrees of control. v) Mezzanine finance A hybrid of debt and equity financing that gives the lender the right to convert to an equity interest in the company in case of default, generally, after venture capital companies and other senior lenders are paid. vi) Seller loan Also called vendor loans. The seller helps to fund the transaction by leaving some of their consideration in the company as loan notes to be repaid over time. In effect, their ownership reduces over an extended period. The old owner may retain a degree of control until they are completely paid out. (Note: For a question of 3 marks, the above points are certainly too detailed. They are included for educational purposes).
- Topic: Business Valuation Techniques
- Series: NOV 2022
- Uploader: Salamat Hamid