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Consolidation
Business combinations
The group accounts for business combinations using the acquisition method when control is
obtained by the group. A business is defined as an integrated set of activities and assets that
are capable of being conducted and managed for the purposes of providing a return directly
to investors or other owners, members or participants. The consideration transferred is
measured at the fair value of the assets given, equity instruments issued and liabilities
incurred or assumed at the acquisition date. The consideration transferred includes the fair
value of any asset or liability resulting from a contingent consideration arrangement.
Acquisition-related costs are recognised in profit or loss. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially
at their fair values at the acquisition date, irrespective of the extent of any non-controlling
interests.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount
of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously
held equity interest in the acquiree (if any) over the net of the acquisition date fair values of
the identifiable assets acquired and liabilities assumed. If, after reassessment, this amount is
negative, such negative amount is recognised immediately in profit or loss as a gain on
bargain purchase.
An obligation to pay contingent consideration is classified as either a financial liability or
equity based on the respective definitions set out in IAS 32 Financial Instruments: Presentation.
The group classifies any rights to the return of consideration previously transferred as a
financial asset. Contingent consideration that is classified as an asset or a liability is
remeasured at subsequent reporting dates in accordance with IAS 39 Financial Instruments:
Recognition and Measurement, with the corresponding gain or loss recognised in profit or
loss. Contingent consideration that is classified as equity is not remeasured after the
acquisition date.
Any changes resulting from additional and new information about events and circumstances
that existed at the acquisition date and, if known, would have affected the measurement of
the amount recognised at that date, are considered to be measurement period adjustments.
The group retrospectively adjusts the amounts recognised for measurement period
adjustments. The measurement period ends when the acquirer receives all the information
they were seeking about the facts and circumstances that existed at the acquisition date or
learns that information cannot be obtained. The measurement period shall, however, not
exceed one year from the acquisition date. To the extent that changes in the fair value relate
to post-acquisition events, these changes are recognised in accordance with the IFRS
applicable to the specific asset or liability.
When the group ceases to have control over a subsidiary, it derecognises the assets and
liabilities of the subsidiary, and any related non-controlling interests. Any retained interest in
the entity is remeasured to its fair value. Any resulting gain or loss is recognised in profit or
loss. The fair value is the initial carrying amount for the purposes of subsequently accounting
for the retained interest as an associate, joint venture or financial asset. In addition, any
amounts previously recognised in other comprehensive income in respect of that entity are
accounted for as if the group had directly disposed of the related assets or liabilities. This may
mean that amounts previously recognised in other comprehensive income are reclassified to
profit or loss.
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Where applicable, the principal accounting policies applied in the company financial statements are consistent with those applied in the group financial statements. |
Consolidation of subsidiaries
The group financial statements incorporate the financial statements of MTN Group Limited
and all its subsidiaries and controlled structured entities (SEs) for the reporting date
31 December 2017 on the basis outlined below.
Subsidiaries are fully consolidated from the date on which control is transferred to the group
(acquisition date) and are deconsolidated from the date that control ceases (disposal date).
The group controls an entity when it is exposed or has rights to variable returns from its
involvement with the entity and has the ability to affect those returns through its power over
the entity. When assessing whether control exists, the group considers all existing substantive
rights that result in the current ability to direct relevant activities.
All intercompany transactions, balances and unrealised gains or losses on transactions
between group companies are eliminated on consolidation. Unrealised losses are considered
an impairment indicator of the asset transferred.
Where necessary, adjustments are made to the financial statements of subsidiaries to align
any difference in accounting policies with those of the group.
The group does not consolidate entities where it owns more than half of the issued ordinary
share capital where the contractual agreements are such that other shareholders have
substantive rights that provide authority over the relevant activities of the entities.
The company accounts for investments in subsidiaries at cost, less accumulated impairment
losses.
Non-controlling interest
On an acquisition-by-acquisition basis, non-controlling interests in the acquiree may initially
be measured either at fair value, or at the non-controlling shareholders’ proportion of the net
identifiable assets acquired and liabilities and contingent liabilities assumed.
Non-controlling shareholders are treated as equity participants; therefore, all acquisitions of
non-controlling interests or disposals by the group of its interests in subsidiaries, where
control is maintained subsequent to the disposal, are accounted for as equity transactions.
Consequently, the difference between the fair value of the consideration transferred and the
carrying amount of a non-controlling interest purchased or disposed of, is recorded in equity.
Non-controlling interests in the net assets of consolidated subsidiaries are identified
separately from the group’s equity.
Total comprehensive income is attributed to non-controlling interests even if this results in
the non-controlling interests having a deficit balance. |