The acquisition of subsidiaries by PZU Group is accounted for using the acquisition method in accordance with IFRS 3 “Business Combinations”.
In the case of acquisition of an entity, an acquier is determined as well as the acquisition date being the day on which it obtains control of the acquiree. On the acquisition date, identifiable assets acquired, liabilities assumed and non-controlling interest in the acquiree are recognised separately from goodwill.
All identifiable assets acquired and liabilities assumed are measured at acquisition-date fair value.
In the case of every acquisition, all non-controlling interest in an acquiree are measured at value of a proportional share of non-controlling interest in identifiable net assets of the acquiree.
Goodwill is measured and recognized as at the acquisition date as the difference between:
- the consideration transferred measured at their acquisition-date fair value;
- non-controlling interest in the acquiree, measured as described above;
over the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed.
In the measurement period, PZU Group may retrospectively adjust provisional amounts recognized as at the acquisition date, so as to reflect new information obtained concerning the facts and circumstances at the acquisition date, which, if known, could have an effect on measurement of the amounts recognized as at the aforementioned date. Pursuant to IFRS 3 point 45, the measurement period shall not exceed one year after the acquisition date.
Intangible assets acquired on business combination transactions are recognized at fair value as at the acquisition date. Fair value of intangible assets reflects expectations as to the probability that the entity achieves economic benefits from a given asset. Fair value of intangible assets is determined in the following manner:
- trademark – using the relief-from-royalty method, based on potential savings on the licence fees the entity will not be charged with being the owner of the trademark (i.e. the present value of future licence fees), determining the market rate of licence fees involves an analysis of licence rates for using trademarks applied between unrelated parties in a comparable market segment. Then, hypothetical licence payments are established, defined as the product of the adopted licence fee and the value of estimated revenue from sales. In order to calculate the net income from licence, licence payments should be reduced by the hypothetical amount of income tax. To the calculated net cash flows the potential tax savings on tax depreciation of a trademark should be added, the socalled TAB (tax amortisation benefit). Finally, the indicated cash flows are discounted using the discount rate reflecting, among others, the typical risk of a given trademark;
- Broker and customer relations – using the MEEM method (multiperiod excess earnings method) based on the present value of future profits generated by the respective relations. Fair value is determined based on discounted future cash flows arising from the additional revenue generated by the company owning a given intangible asset as compared to the revenue generated by the company if it did not hold such an asset. The relations are identified along with the projected period of their duration (using an appropriate churn rate and applying the so-called Weibull’s curve); revenue and costs related to individual relations are projected. The identified and calculated CAC (contributory asset charge), including retaining capital ratios at levels required by supervisory authorities, fixed assets, organized workforce, trademark and other intangible assets, is applied to cash flows after tax. Should there be any tax structures in place allowing an average market participant for tax depreciation of the relations, the TAB should be included in its measurement;
- present value of future profits (value in force) – as a potential excess of book value of technical provisions over their fair value, including deferred acquisition costs. Fair value of technical provisions is determined as the expected value of nominal cash flows projected using actuarial methods appropriate for particular provision types, including the specific nature of a given portfolio and market trends. The expected value of future cash flows is determined by discounting projected nominal cash flows using discount rates established on the basis of the risk-free rates’ curve. When forecasting nominal cash flows, the following factors are considered: the likelihood of occurrence and the value of future claims, claim handling costs (both direct and indirect) and – in the case of unearned premiums reserve – also administrative expenses related to insurance portfolio management. The estimates takes into account reinsurer's share resulting from binding reinsurance treaties. The relevant probability of an event’s occurrence is estimated using statistical and actuarial methods, whereas the cash flow value results from relevant provisions of insurance contracts and actuarial analysis.
The discount rate applied to measure the intangible assets reflects the time value of money and risks related to expected cash flows in the future. It is calculated based on the expected return from the best alternative investment as compared with the measured investment. The rate indicates the lowest acceptable return from an asset by the investor in such a manner that the return rate achieved by the investor is at least equal to the best available investment alternative. The return from alternative investment must be comparable in terms of value, time and certainty.
Cost of equity (CE) is estimated as at the acquisition date in accordance with the CAPM (Capital Asset Pricing Model) model: CE = RF + ERP x β + SP + SR, where RF stands for risk-free rate, ERP – market risk premium, β – measure of systematical risk borne by the equity holders, including the operational and financial risks related to a given type of activity, SP – low capitalization premium, SR – specific premiums.
Property, plant and equipment
Property was measured using the income method, on the assumption that the acquirer pays the price the rate of which is dependent on the discounted value of achievable cash flows.
Other plant, property and equipment was measured using comparative or replacement value method.
The value of technical provisions was measured in accordance with the acquiree carrying amount. In accordance with IFRS 4, the diffrences between fair value and the carrying amount were disclosed as intangible assets (present value of future profits).