changes attributable to changes in credit risk are normally recognised in other
comprehensive income (see Chapter 46 at 2.4).
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6.2.2
The NCI put provides a present ownership interest
In our view, in the same way as for call options, an entity has to consider whether the
terms of the transaction give it present access to the returns associated with the
ownership interest in the shares subject to the NCI put. If so, the shares are accounted
for as if they had been acquired by the entity.
Factors that indicate that the NCI put might provide a present ownership interest include:
• pricing – to the extent that the price is fixed or determinable, rather than being at
fair value;
• voting rights and decision-making – to the extent that the voting rights or
decision-making connected to the shares concerned are restricted;
• dividend rights – to the extent that the dividend rights attached to the shares
concerned are restricted; and
• issue of call options – a combination of put and call options, with the same period
of exercise and same/similar pricing indicates that the arrangement is in the nature
of a forward contract.
If it is concluded that the acquirer has a present ownership interest in the shares
concerned, it is accounted for as an acquisition of those underlying shares, and no non-
controlling interest is recognised. The accounting is described in 6.2.3.A below.
6.2.3
The NCI put does not provide a present ownership interest
When the terms of the transaction do not provide a present ownership interest, there
are four approaches that can be taken. Key policy decisions that management must
make in order to conclude an accounting approach, are:
• due to the potential contradictions between IAS 32 and IFRS 10, which standard
takes precedence; and
• if a non-controlling interest is recognised on initial acquisition – whether or not it
continues to be recognised.
If the entity chooses to base its accounting policy on IAS 32, i.e. IAS 32 takes
precedence, then it will only recognise a financial liability for the NCI put and not
recognise a non-controlling interest. The approach is described at 6.2.3.A below.
If the accounting policy choice is that IFRS 10 takes precedence, the entity will initially
recognise both the non-controlling interest and the financial liability under the NCI put.
It initially measures any non-controlling interests, either at fair value or at the
proportionate share of net assets, with this choice available for each transaction (as
discussed at 5.2.1 above). [IFRS 3.19]. There is then a further accounting policy choice as
to whether the non-controlling interest that was initially recognised continues to be
recognised (as described at 6.2.3.B to 6.2.3.D below).
Consolidation procedures and non-controlling interests 517
6.2.3.A Non-controlling
interest is not recognised – financial liability recognised
(Approach 1)
Approach 1 must be used when the entity has a present ownership interest in the shares
concerned (see 6.2.2 above).
Approach 1 may also be used when the entity does not have a present ownership
interest, but concludes that IAS 32 takes precedence over IFRS 10. By recognising a
liability for the put option over the shares held by the non-controlling interest, no non-
controlling interest is recognised. The business combination is accounted for on the
basis that the underlying shares subject to the NCI put have been acquired. Thus, if the
acquirer has granted a put option over all of the remaining shares, the business
combination is accounted for as if the acquirer has obtained a 100% interest in the
acquiree. No non-controlling interest is recognised when the acquirer completes the
purchase price allocation and determines the amount of goodwill to recognise. The
consideration transferred for the business combination includes the present value of
the amount payable upon exercise of the NCI put to the non-controlling shareholders.
Approach 1 is based on the requirements and guidance within IAS 32.
IAS 32 requires the NCI put to be recognised as a liability, as discussed in 6.2.1 above.
[IAS 32.23]. IAS 32 also states that when a subsidiary issues a financial instrument and a
parent or another entity in the group agrees additional terms directly with the holders
of the instrument (e.g. a guarantee), the group may not have discretion over distributions
or redemption. Although the subsidiary may appropriately classify the instrument
without regard to these additional terms in its financial statements, the effect of other
agreements between members of the group and the holders of the instrument is taken
into account in the consolidated financial statements. To the extent that there is such
an obligation or settlement provision, the instrument (or the component of it that is
subject to the obligation) is classified as a financial liability in the consolidated financial
statements. [IAS 32.AG29]. The implication is that the underlying financial instruments (i.e.
the shares in the subsidiary) are represented by the financial liability. Accordingly, since
the shares held by those non-controlling shareholders are not treated as equity interests
in the consolidated financial statements, there is no non-controlling interest to be
accounted for under IFRS 10. This means that the profit or loss (and changes in other
comprehensive income) with respect to the subsidiary are allocated to the parent and
not to the non-controlling interest, as there is none.
Under this approach, any dividends paid to the other shareholders are recognised
as an expense in the consolidated financial statements, except where they represent
a repayment of the liability (e.g. where the exercise price is adjusted by the
dividends paid).
The NCI put is accounted for as a financial liability under IFRS 9. [IAS 32.23,
IFRS 9.4.2.1, 4.2.2]. Changes in the carrying amount of the financial liability are recognised
in profit or loss.
If the NCI put is exercised, the financial liability is extinguished by the payment of the
exercise price.
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If the NCI put is not exercised, then the entity has effectively disposed of a partial
interest in its subsidiary, without loss of control, in return for the amount recognised as
the financial liability at the date of expiry. The entity accounts for the transaction as
discussed at 4 above. The consideration received is the amount of the financial liability
extinguished and any difference between this and the carrying amount of the non-
controlling interest (as of the date that the NCI put expires) is recognised within equity.
6.2.3.B Full
recognition
of non-controlling interest (Approach 2)
Approach 2 is one of the alternatives that may be used when the entity does not have a
present ownership interest in the shares concerned, and concludes that IFRS 10 takes
precedence. The acquirer initially recognises the non-controlling interest, either at fair
value or at the proportionate share of the acquiree’s net assets.
Approach 2 takes the view that the non-controlling
interest continues to be recognised
within equity until the NCI put is exercised. The carrying amount of non-controlling
interest changes due to allocations of profit or loss, allocations of changes in other
comprehensive income and dividends declared for the reporting period (see 5 above).
The financial liability for the NCI put is recognised at the present value of the amount
payable upon exercise of the NCI put, and is subsequently accounted for under IFRS 9
like any other written put option on equity instruments. On initial recognition, the
corresponding debit is made to another component of equity attributable to the parent,
not to the non-controlling interest.
All subsequent changes in the carrying amount of the financial liability that result from
the remeasurement of the present value of the amount payable upon exercise of the
NCI put are recognised in the profit or loss attributable to the parent, and not the non-
controlling interest’s share of the profit or loss of the subsidiary.
If the NCI put is exercised, the entity accounts for an increase in its ownership interest as
an equity transaction (see 4 above). Consequently, the financial liability, as remeasured
immediately before the transaction, is extinguished by payment of the exercise price and
the NCI purchased is derecognised against equity attributable to owners of the parent.
If the NCI put expires unexercised, the financial liability is reclassified to the same
component of equity that was previously reduced (on initial recognition).
6.2.3.C
Partial recognition of non-controlling interest (Approach 3)
Approach 3 is one of the alternatives that may be used when the entity does not have a
present ownership interest in the shares concerned but initially applies IFRS 10 and
recognises a non-controlling interest, either at fair value or at the proportionate share
of the acquiree’s net assets.
Under Approach 3, while the NCI put remains unexercised, the accounting at the end
of each reporting period is as follows:
(a) the entity determines the amount that would have been recognised for the non-
controlling interest, including an update to reflect allocations of profit or loss,
allocations of changes in other comprehensive income and dividends declared for
the reporting period, as required by IFRS 10 (see 4 above);
(b) the entity derecognises the non-controlling interest as if it was acquired at that date;
Consolidation procedures and non-controlling interests 519
(c) the entity recognises a financial liability at the present value of the amount payable
on exercise of the NCI put in accordance with IFRS 9. There is no separate
accounting for the unwinding of the discount due to the passage of time; and
(d) the entity accounts for the difference between (b) and (c) as an equity transaction.
If the NCI put is exercised, the same treatment is applied up to the date of exercise. The
amount recognised as the financial liability at that date is extinguished by the payment
of the exercise price.
If the NCI put expires unexercised, the position is unwound so that the non-controlling
interest is recognised at the amount it would have been, as if the put option had never
been granted (i.e. measured initially at the date of the business combination, and
remeasured for subsequent allocations of profit or loss, other comprehensive income
and changes in equity attributable to the non-controlling interest). The financial liability
is derecognised, with a corresponding credit to the same component of equity.
6.2.3.D
Non-controlling interest is subsequently derecognised (Approach 4)
Approach 4 may be used when the entity does not have a present ownership interest in
the shares concerned, and concludes that IFRS 10 takes precedence. When the NCI put
is granted in a business combination, the acquirer initially recognises the non-controlling
interest, either at fair value or at the proportionate share of the acquiree’s net assets.
When the parent recognises the financial liability for the NCI put, it derecognises the
non-controlling interest. There are two ways of viewing this but the accounting effect
is the same:
• This transaction is an immediate acquisition of the non-controlling interest. The
non-controlling interest is treated as having been acquired when the NCI put is
granted, as in Approach 1. However, in accordance with IFRS 10, any difference
between the liability recognised (at the present value of the amount payable upon
exercise of the NCI put) and the amount of non-controlling interest derecognised
is recognised directly in equity. (Under Approach 1, the difference is reflected in
the measurement of goodwill).
• This transaction is viewed as a reclassification of an equity instrument to a
financial liability. In accordance with IAS 32, when the financial liability is
recognised, the present value of the amount payable upon exercise of the NCI put
is reclassified from equity with the effect that the non-controlling interest is
derecognised. Any difference between the carrying value of non-controlling
interest and the liability is adjusted against another component of equity.
The financial liability for the NCI put is subsequently accounted for under IFRS 9, with
all changes in the carrying amount recognised in profit or loss.
Dividends paid to the other shareholders are recognised as an expense of the group,
unless they represent a repayment of the liability (e.g. where the exercise price is
adjusted by the dividends paid). This means that the profit or loss (and changes in other
comprehensive income) with respect to the subsidiary are allocated to the parent and
not to the non-controlling interest, as there is none.
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If the NCI put is exercised, the carrying amount of the financial liability at that date is
extinguished by the payment of the exercise price.
If the NCI put expires unexercised, the liability is derecognised with the non-controlling
interest being reinstated as if nothing happened. Any difference between the liability and
non-controlling interest is recognised against another component of equity, generally the
same component reduced when the liability was initially recognised.
6.2.4
Assessing whether multiple transactions should be accounted for as a
single arrangement
As discussed at 3.4 above, IFRS 10 provides guidance on when to account for two or
more arrangements as a single transaction when a parent loses control of a subsidiary.
However, neither IFRS 10 nor IFRS 3 specifically addresses the accounting for a
sequence of transactions that begins with an acquirer gaining control over another
entity, followed by acquiring additional ownership interests shortly thereafter.
This frequently happens where public offers are made to a group of shareholders and
there is a regulatory requirement for an acquirer to make an offer to the non-controlling
shareholders of the acquiree.
The Interpretations Committee considered this issue and tentatively agreed that the initial
acquisition of the controlling stake and the subsequent mandatory tender offer should be
treated as a single transaction. However, there was no consensus among the Interpretations
>
Committee members on whether a liability should be recognised for the mandatory tender
offer at the date that the acquirer obtains control of the acquiree. A small majority expressed
the view that a liability should be recognised in a manner that is consistent with IAS 32. Other
Interpretations Committee members expressed the view that a mandatory tender offer to
purchase non-controlling interests is not within the scope of IAS 32 or IAS 37 – Provisions,
Contingent Liabilities and Contingent Assets – and that a liability should therefore not be
recognised.22 The issue was escalated to the IASB23 which subsequently decided that the
project on put options written on non-controlling interests should be incorporated into the
broader project looking at the distinction between liabilities and equity – the Financial
Instruments with Characteristics of Equity (‘FICE’) project (see 7.4 and 7.5 below).24
Meanwhile, in the absence of any explicit guidance in IFRS for such transactions, we
believe that entities have an accounting policy choice:
• to make an assessment as to whether the transactions should be treated as a single
acquisition in which control is gained (a single business combination); or
• to account for the transactions as discrete transactions (a business combination,
followed by an acquisition of non-controlling interests).
Where an entity adopts a policy of assessing whether to link the acquisition of the non-
controlling interest with the gaining of control, we believe the following guidance
should be applied.
6.2.4.A
Identifying a linked transaction
The acquisition of the non-controlling interest is accounted for as a linked transaction
when it arises from the same transaction as that by which control was gained. This will
generally be the case where it arises as part of the same offer, including where legal or
Consolidation procedures and non-controlling interests 521
regulatory requirements lead to the offer being extended through the creation of a
shareholder put, or acquirer compulsory acquisition rights.
In many cases, it will be clear where there is a single offer. Where it is not clear, the
existence of all of the following factors indicate a linked transaction:
• the option over the remaining interest and subsequent acquisition is not negotiated
International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards Page 103