william buck advantage issue 7 summer 2008

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A dual track process involves following the steps towards

an IPO while simultaneously pursuing a private trade

sale. The technique is used to create competitive tension

between the market and private investors in a bid to

increase shareholder value.

Interest from an acquirer is likely to heighten market

interest in an IPO especially where there may be

potential for a takeover further down the track. On

the other hand, a keen acquirer may be willing to pay

a premium for the business in a private trade sale if

there is a perception that the business may go public.

The acquirer may prefer to take advantage of the

opportunity now rather than running the risk of an

expensive takeover after the business has successfully

floated.

The practice of using a dual track method was very

popular during the bullish market of the 1990s

when emerging IPOs were highly anticipated and

often oversubscribed. Today the dual track process

is enjoying a comeback. Where the technique had

previously been used to enhance sale value, it is now

being used as a method of securing a sale. As with

many of the current merger and acquisition practices,

increased private equity activity has contributed

towards the dual track process’ revival as private

equity firms want to ensure a successful exit.

The dual track process can be used as a method of

proving the credibility of financial information and the

worth of the business. Due to the nature of private

business acquisitions, suspicion on behalf of the

acquirer can arise. A trade sale is usually a one-off

transaction and as such the acquirer must gather as

much information as possible during the due diligence

process prior to purchasing the business. Where the

seller is parting from the business there is often an

assumption that the quality of the business may be

misrepresented in order to derive the maximum sale

price. As such sellers of good quality businesses are

often at a disadvantage; the value of the businessmay be discounted to account for the acquirer’s risk.

There is a clear information divide between the seller

and the purchaser.

Following the route to an IPO can go some way

towards filling this information gap. The rigorous

disclosure required of a business in order to first raise

capital and then list on a stock exchange arguably

improves the credibility of the business’ financial

statements. Moreover, the pursuit of an IPO can send

a number of clear signals to the market in regards to

the value of the business. The ability to withstand the

financial costs associated with listing and the mere fact that the seller is willing to undergo the onerous task of

pursing an IPO may be indicative of quality. In some

instances, even a cold IPO market may have a positive

outcome for the seller.

CONT. PAGE 2

IPO or Trade Sale? The Dual Track Process

01\ IPO or Trade Sale?

The Dual Track Process

01\ For Richer or Poorer?

03\ U.S. Set to Give IFRS the

Green Light

04\ Economic Barometer

06\ 2007 - A Record Year for

Capital Raisings

06\ Further Information

IN THIS ISSUE

ISSUE 7 • SUMMER 2008

For Richer or Poorer?: PAGE 1

The capital gains tax implications of marriage

breakdown.

The breakdown of a marriage or de facto relationship

can be one of the most difficult periods in an individual’s

life. Amid the arising confusion and emotional

difficulties, financial issues are often neglected or put

aside until a later more convenient date. Unfortunately,

however, when the time comes to delve into financial

matters and their resulting tax implications it can often

be too late.

For relationship breakdowns involving settlement or

division of assets particular attention must be paid

to the capital gains tax (CGT) consequences of the

settlement. Amendments to the tax laws in relation

to CGT in the event of marriage or relationship

breakdown have proven to be a double edged sword

for Austral ian taxpayers. The changes, introduced in

December 2006, have resulted in many individuals

being afforded previously inaccessible CGT relief while

others have seen their potential exposure to CGTliabilities increased.

CGT applies to any capital gains made in the financial

year. It is triggered by certain events or transactions

called “CGT events,” such as the disposal of an asset,

the destruction of an asset and certain distributions

from unit trusts. CGT applies to all assets acquired

after the 19th of September 1985 and is charged at

an individual’s marginal rate of tax.

For relationship breakdowns settled in court, the

marriage breakdown roll-over relief is available. The

transferee is not liable to CGT where a CGT event

occurs as a result of:

ß A court order under the Family Law Act 1975 or a

corresponding foreign law;

ß A court approved maintenance agreement; or

ß A court order under a state, territory or foreign law

in relation to de facto relationship breakdown.

If the marriage breakdown roll-over occurs,

any CGT gain or loss made by the transferor

is ignored.

CONT. PAGE 5

For Richer or Poorer?

THE CHANGES, INTRODUCED

IN DECEMBER 2006,

HAVE RESULTED IN MANY

INDIVIDUALS BEING

AFFORDED PREVIOUSLY

INACCESSIBLE CGT RELIEF

WHILE OTHERS HAVE SEEN

THEIR POTENTIAL EXPOSURE

TO CGT LIABILITIES

INCREASED.

AdvantageCorporate Advisory Services

1



CONT. FROM PAGE 1

A business that is willing to undertake an IPO in an

unreceptive market may be considered confident and

of a high quality.

In addition to presenting the business in a positive

light to the market, the implementation of a dual track

process may have a number of advantages for the

owners including:

ß An increased chance of maximising any value

realised by the shareholders. In conditions where

an IPO may not be ideal, a trade sale can be used

as a back-up;

ß Greater control over the sale process as prospective

acquirers are encouraged to make an offer prior to

the floating date of the business; and

ß Potential for a higher sale price as prospective

acquirers are motivated to bid higher in order to

provide an appealing alternative to an IPO.

CONDUCTING THE DUAL TRACK PROCESS

For the owners, whether listing the business on the

stock exchange or selling in a private trade sale the

desired outcome is the same: to maximise any value

realised by shareholders. An IPO and a trade sale are,however very different transactions. Preparations for

an IPO focus on the business, its management and

future strategy. A trade sale focuses on the owners;

both the departing owner who would like to make a

profitable exit and the new owner who must consider

how best to develop the business. The steps towards

an IPO and trade sale are also very different. As

such the process must be carefully structured and

executed. A typical dual track process is shown in the

diagram on the right.

It is clear from the diagram on the right that

implementing two simultaneous transactions can betime consuming and costly. There are, however, certain

synergies between the steps in an IPO and a trade

sale which can be achieved. The due diligence for

an IPO, for example, may have a similar scope as the

purchaser ’s due diligence for a trade sale. Similarly, the

information required for the IPO disclosure document

will resemble that used for the trade sale information

If well structured, however, a dual track process

can maximise the value of the business on exit.

In a 2003 study of over 9,500 privately owned

firms in the US conducted by Prof. James Brau of

Brigham Young University and Prof. Ninon Kohers

of the University of Florida it was found that private

companies pursing a dual track process achieved a

26% premium on average when compared to those

that were sold outright. For any business owners

seeking to implement a dual track process it is crucial

that the owners and management team are prepared

and dedicated to the project. The process must be

effectively managed with clear objectives and an

unambiguous timeframe.

If you are considering undertaking a dual track

process or would like further information about any

of the issues raised in this article please contact your

nearest William Buck office

memorandum. To make the most of these synergies

and conduct a well structured dual track process it

is recommended that the seller appoints an advisor

experienced in both IPOs and trade sales.

The key to running a successful dual track process

lies in the planning and timing. It must be determined

in advance how far the two transactions will be

allowed to run parallel to one another. Though a

dual track process can increase the value realised

by shareholders, allowing the transactions to run in

parallel too far may cause damage to the business. If

an IPO were to be withdrawn due to adverse market

conditions or a lack of market interest this may

have a negative impact on a potential trade sale. If

negotiations break down on the side of a trade sale,

on the other hand, issues of confidentiality may arise

and adversely affect any future listing.

FOR ANY BUSINESS OWNERS

SEEKING TO IMPLEMENT

A DUAL TRACK PROCESS

IT IS CRUCIAL THAT THE

OWNERS AND MANAGEMENTTEAM ARE PREPARED AND

DEDICATED TO THE PROJECT.

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2



U.S. Set to Give IFRS the Green LightThe United States has moved one step closer to

bridging the gap between the accounting practices of

the United States and other countries. On the 15th

of November 2007 the United States’ Securities

and Exchange Commission (SEC) approved rule

amendments under which financial statements

prepared using the International Financial Reporting

Standards (IFRS) will be accepted without reconciliation

to the U.S. Generally Accepted Accounting Standards

(U.S. GAAP).

Furthermore, a concept release issued on the 7th

of August 2007 proposing to allow U.S. issuers toprepare financial statements in accordance with IFRS

is also under consideration.

IFRS are the accounting principles developed by the

International Accounting Standards Board (IASB), a

London based international private body. The IASB

aims to create a universal system of accounting to

eliminate disparities between the accounting standards

of different nations.

The use of IFRS is designed to facilitate cross border

investment. Under the adoption of IFRS the financial

statements of international companies should be

immediately comparable without the need for costly

and time consuming reconciliation.

Moreover, it is thought that standardised accounting

practices will reduce costs for those multinational

companies that currently produce financial statements

under a number of different systems in accordance

with each subsidiary’s jurisdiction.

Currently 108 countries allow or require publicly listed

companies to prepare financial reports using IFRS.

The use of IFRS in the member states of the European

Union, for example has been compulsory since 2005.

Australia adopted its own Australian equivalents to the

IFRS (AIFRS) in 2006. With the growing economies

of China and Brazil making the move towards IFRS

alongside America’s neighbour, Canada, the U.S. may

be left out in the cold. The U.S. may soon be globally

competing for investment with a majority of countries

who report under IFRS.

Companies in the U.S. currently prepare financial

statements in accordance with U.S. GAAP. The U.S.

has been reluctant to adopt IFRS, preferring instead to

work towards the convergence of U.S. GAAP and IFRS.

In October 2002 the IASB and America’s Financial

Accounting Standards Board (FASB) entered into the

Norwalk Agreement. The Boards agreed to “use their

best efforts to make their existing financial reporting

standards fully compatible as soon as possible”.

Indeed, America’s recent decision to allow foreign

private issuers to prepare financial statements using

IFRS is a substantial step towards this convergence.

The SEC’s decision is a direct response to the

increasing number of Americans with foreign

investments. Currently two thirds of American investors

own securities in foreign companies; an increase of

thirty per cent in the last five years. By eliminating the

need to reconcile IFRS with U.S. GAAP it is thought

that the U.S. will attract more foreign companies to

list on U.S. stock exchanges. It is believed that the

requirement to reconcile financial statements with U.S.GAAP has acted as a deterrent to some companies.

This change could save European companies alone

up to 2.5 billion Euros annually.

Similarly, Mr Charlie McCreevy the European Union

commissioner for internal market and services has

announced his intention to allow U.S. businesses

listed in the EU to prepare their accounts using U.S.

GAAP, eliminating the need for them to be reconciled

with IFRS. As the U.S. and the E.U. hold one of the

strongest trading links in the world such changes are

expected to have a significant global impact.

Some critics argue, however, that the U.S. is not readyto allow foreign private issuers to use IFRS because

differences between IFRS and U.S. GAAP are still too

large. For investors wishing to compare the financial

statements of a U.S. issuer with those of a foreign

private issuer the new lack of reconciliation could

make comparison problematic.

The ease of cross border investment is cited as a

strong incentive for the U.S to adopt IFRS. Mr Chuck

Landes the Vice President for Professional Standards

and services at the American Institute of Certified

Practicing Accountants says:

One common accounting language will benefit all

participants in the capital markets. A single worldwide

set of accounting standards would help investors by

facilitating the comparison of financial results.

Others, however, believe that the U.S. adoption of IFRS

may weaken American capital markets as they will

no longer have a distinguishable point of difference.

Mr Lynn Turner the former chief accountant of SEC

believes that:

The U.S. markets will not maintain their current

prominence if they simply become the equal of

other markets, employing the same strategies and

approaches to business.

Despite such concerns, it is clear that in a period

of increasingly globalised financial markets the U.S.

must make some changes to continue to attract

foreign investment. Whether the U.S. gives IFRS the

green light or not will depend on corporate and public

reactions to the August 2007 concept release on

allowing U.S. issuers to prepare financial statements

in accordance with IFRS.

One of the reasons why the U.S. has thus far been

reluctant to adopt IFRS is due to the distinction

between rules and principles. It is commonly believed,

that U.S. GAAP is far more prescriptive than IFRS

which is considered to be more interpretative. U.S.

GAAP contains approximately 25,000 pages of

accounting rules while IFRS contains only 2,000.

The idea that IFRS may be more permissive, however,

is a misconception. The chairman of the IASB, Sir

David Tweedie, argues that the IFRS principles may in

fact be harder to evade than the rules of U.S. GAAP.

ONE COMMON ACCOUNTINGLANGUAGE WILL BENEFIT

ALL PARTICIPANTS IN THE

CAPITAL MARKETS. A

SINGLE WORLDWIDE SET OF

ACCOUNTING STANDARDS

WOULD HELP INVESTORS BY

FACILITATING THE COMPARISON

OF FINANCIAL RESULTS.

3



A principle sets out certain guidelines to adhere to,

forcing the individual to exercise reasoning rather than

following a simple command. The use of principles

negates the necessity to set out a rule for each and

every possibility, a feat Sir Tweedie considers to be

impossible. He argues that:

Someone may believe that they can do something

just because there is no rule saying that they cannot.

It often comes down to ‘why am I being asked this

stupid question?’ The Americans would need a rule

every time. Even then, the rules didn’t stop Enron from

happening.The substantial amount of time and money required

to make the change from U.S. GAAP to IFRS is also

commonly given as a key reason to resist the change.

The education of the majority of accountants, whether

it be in university or in the workplace, centres on

U.S. GAAP with very few accountants being trained

in IFRS. Not only accountants, but investors, analysts

and academics would all require comprehensive

training in IFRS. Additionally U.S. public companies

would need to implement a number of changes to

internal systems and controls and various contractual

matters. Mr Robert Hertz, the chairman of the FASB,has shown concern in regards to the task ahead of

U.S. companies:

We expect the myriad of changes to the U.S. financial

reporting infrastructure would take a number of years

to complete.

Similar concerns were at the forefront of Australia’s

reluctance to adopt AIFRS in 2005. A review of

Australia’s first year of reporting under AIFRS by

the Financial Reporting Council, however, found

“the system to be working effectively (due to) the

commitment of the accounting bodies and accounting

firms”.

There is little doubt that if the U.S. were to adopt IFRS

the change would be long and at times problematic.

It would seem unlikely, however, that the U.S. will

continue to leave itself exposed to isolation from

IFRS.

In the current climate of increased globalised markets,

cross border investment and international capital

raising the need for one standardised accounting

system is clear and as outlined by Mr Herz, this should

include the U.S.:

For to be truly international, any set of standards would

need to be adopted and used in the world’s largest

capital market, the United States

5,000

10,000

15,000

20,000

25,000

0%

0.5%

1%

1.5%

2%

2.5%

3%

3.5%

4%

4.5%

Source: ABS (Five Years to September 2007)

Source: ASX (Five Years to December 2007)

Source: ASIC (Five Years to October 2007)

Source: RBA (Five Years to December 2007)

Source: ABS (Five Years to November 2007)

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

6,421 December 2007

5,664 December 2006

4.5% November 2007

4.6% November 2006

6.75% December 2007

6.25% December 2006

1.9% September 2007

3.9% September 2006

673 November 2007

653 November 2006

12,322 October 2007

11,293 October 2006

Source: ASIC (Five Years to November 2007)

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4

Economic Barometer



CONT. FROM PAGE 1

It was found that in many situations settlement out of court could be detrimental as some taxpayers

found that they were unable to access the marriage

breakdown roll-over relief. Previously, where a

relationship breakdown was settled out of court, the

transfer of an interest in an asset from one spouse to

another was considered to be a capital gain and tax

was levied. Consequently changes were made to the

CGT roll-over provisions in the Tax Laws Amendment

(2006 Measures No4) Act 2006 allowing transactions

that have been entered into under a written binding

financial agreement to access the marriage breakdown

roll-over relief without court assent. From the 12th of

December 2006 the roll-over applies to the transfer

of assets from one spouse to another as a result of:

ß A binding financial agreement under the Family

Law Act 1975 or a corresponding agreement

under foreign law;

ß An arbitral award under the Family Law Act 1975

or a corresponding award under foreign law; or

ß A written agreement that is binding due to state,

territory or foreign law in relation to a de facto

relationship.

The CGT events triggered by the situations outlined

above will, however, only benefit from the roll-over if it

can be evidenced that; the couple have separated, that

the separation is likely to be permanent and that the

CGT event is directly connected with the breakdown

of the relationship.

These amendments have come as a welcome relief

to many taxpayers. For others, however, uncertainty

has arisen due to changes to the main residence CGT

exemption. The main residence exemption provides

CGT relief on the disposal of an asset that has been

the taxpayer’s main residence.

Prior to the 12th of December 2006, only the livingarrangements of the spouse remaining in the former

marital home were considered when determining

whether he or she was eligible for the main residence

exemption. For example, if a couple were to separate

and the husband were to transfer his interest in the

property to the wife, providing that she continues to

live in the property, the proceeds of its eventual sale

would not be subject to CGT; the home would be

considered the wife’s main residence.

Following the tax law amendments, however, the living

arrangements of both spouses are now considered in

the assessment of the main residence exemption. Themain residence exemption is now endangered where

one spouse chooses to purchase a new home (which

would then become his or her main residence), prior

to transferring his or her interest in the former marital

home. Unexpected CGT liabilities may arise as shown

in the example below:

EXAMPLE

Martin and Joanne purchased a home in 1999 as

joint tenants. In October 2002 the couple separated

and Martin moved to a rented apartment for four

months. Joanne stayed in the former marital home.

In January 2003 Martin bought a new apartment and

this became his main residence. Following a lengthy

dispute it was decided that Martin should transfer

his interest in the former marital home to Joanne in

February 2004.

Following the tax law amendments in December 2006

if Joanne chooses to sell the home she will be liable

for CGT on Martin’s original 50% share in the property

for the thirteen month period between January 2003

and February 2004 if Martin chooses to claim the

main residence exemption on his new apartment.

The implications of the changes to the tax legislation

are clear; in relationship breakdown situations involving

the transfer of property the transferee spouse’s

exposure to a CGT liability may be increased. This is

particularly significant where there is a long period of

time between separation and settlement.

The amendments do not prevent the transferor

spouse from electing to keep the former marital

home as his or her main residence after purchasing a

second property. Under existing legislation, taxpayers

are able to continue treating a property as their mainresidence after they stop living there for up to six years

if the property is used for income producing purposes

and indefinitely if it is not used for income producing

purposes. The taxpayer may, however, only treat one

property as a main residence at a time.

The election of the former marital home as the

transferor’s main residence in spite of the purchase of

a new home can protect the transferee spouse from

a CGT liability. Uncertainty can arise for the transferee

spouse, however, if he or she is unaware of the other

spouse’s intentions in regards to the main residence

election.

Following marriage breakdown it may be important

to consider including a declaration of the transferor

spouse’s intentions in electing a main residence in a

written legally binding settlement agreement. In this

way, the risk of the transferee being struck with a

hidden CGT liability on disposal of the asset can be

minimised.

The amendments to the tax legislation in relation to

CGT and marriage breakdown have both advantagesand disadvantages. The extension of the marriage

breakdown rollover relief allows for more taxpayers

to access this relief and minimise their exposure to

CGT. The previous certainty of eligibility for the CGT

main residence exemption, however, may now be

questioned. With the actions of both spouses now

being taken into consideration it can no longer be

assumed that the property will be assessed as an

individual’s main residence even if he or she has

continued to live there since the separation date.

For further information about any of the issues raised

in this article please contact your nearest William Buck office

5



Australian equity and equity related markets

enjoyed a bumper year in 2007. Whether such

success can roll-over into 2008, however, remains

to be seen.

2007 has proven to be a record year for Australian

equity and equity-related markets which raised

over $55.3 billion through 900 transactionsaccording to data released by Thomson Financial.

This translates to a 44.1% increase on funds

raised in 2006.

Initial public offerings accounted for a large

proportion of this record with approximately 314

companies listing on the Australian Securities

Exchange in 2007 (compared with 245 in 2006).

The financials sector led the way, capturing 34.1

per cent of the market share. Additionally, there

was an influx of mining exploration companies

riding on the wave of the market’s zeal for resources

stocks. New floats in the materials sector raised

over $10.2 billion. While many of these companies

have proven to be very successful, others have

failed to get off the ground.

With the market slowing down in recent weeks

new listings in this sector may find that the funding

dries up as investors move away from speculative

or high risk stocks.

What the future will hold for new listings seems

less than certain. The much publicised U.S. sub-

prime mortgage crisis has cast a shadow overcompanies wishing to list in early 2008. The fall

in credit availability alongside the rising cost of

credit means that fewer and fewer companies

considering listing on the stock exchange will

have debt on their balance sheets. While lower

gearing may be good news for investors looking

for companies with a low risk profile, it may also

affect a company’s price to earnings ratios as debt

is more efficient that equity.

In spite of the American sub-prime mortgage crisis

it appears that Australian investors still have an

appetite for the stock market as oversubscriptions

for quality stocks with a good track record

abound

2007 – A Record Year for Capital Raisings

strategic advice innovative solutions service excellence

William Buck is a member of the International

accounting networks, Mazars and the alliance

Praxity, providing us with access to overseas

professional services advisors who regularly deal

with the large corporate and public entity markets.

For further information on any of our corporate

advisory services please visit our website at

www.williambuck.com.au. If you have any questions

about any of the issues raised in this publication or

would like to be placed on the mailing list please

contact one of our directors pictured on the right.

Further Information

6www williambuck com au

Manda Trautwein

(02) 8263 4000

[email protected]

Level 2966 Goulburn StreetSydney NSW 2000

Graham Spring

(02) 8263 4000

[email protected]

Level 2966 Goulburn StreetSydney NSW 2000

Adrian Chugg

(08) 8409 4333

[email protected]

Level 6211 Victoria Square

Adelaide SA 5000

Mark Collins

(08) 6436 2888

[email protected]

Level 3South Shore Centre83 South Perth EsplanadeSouth Perth WA 6151

Liabilit limited b a scheme appro ed nder Professional Standards legislation

william buck advantage issue 7 summer 2008

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