<strong>Annual</strong> <strong>Report</strong> December 31, 2014Notes to Financial Statements (continued)2. SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (continued)Investment Income/ExpenseDividend income is recognized on the date onwhich the investments are quoted ex-dividend andpresented gross of withholding taxes, which aredisclosed separately in the statement ofcomprehensive income. Dividend expense relatingto securities sold not yet purchased is recognizedwhen the shareholders’ right to receive thepayment is established.Net Gain or Loss on Financial Assets and Liabilitiesat Fair Value Through Profit or LossThe Company records its security transactions andthe related revenue and expenses on a trade datebasis. Unrealized gains and losses comprisechanges in the fair value of financial instrumentsfor the year and from reversal of prior years’unrealized gains and losses for financialinstruments which were realized in the reportingperiod.Realized gains and losses on disposals of financialinstruments classified at fair value through profit orloss are calculated using the highest cost reliefmethod. These gains or losses represent thedifferences between an instrument’s initial carryingamount and disposal amount, or cash paymentson, or receipts received, from derivative contracts.Professional FeesProfessional fees include, but are not limited to,expenses relating to accounting, auditing, entityleveltaxes and tax preparation expenses, legalfees and expenses, professional fees andexpenses (including fees and expenses ofinvestment bankers, advisors, appraisers, publicand government relations firms and otherconsultants and experts) and investment-relatedfees and expenses including research.Other ExpensesOther expenses include, but are not limited to,investment-related expenses associated withactivist campaigns including expenses for: (i) proxycontests, solicitations and tender offers; (ii)compensation, indemnification and expenses ofnominees proposed by the Investment Manager asdirectors or executives of portfolio companies; and(iii) printing and postage expenses, bank servicefees, insurance expenses, and expenses relatingto regulatory filings and registrations made inconnection with the Company’s business andinvestment activities.Withholding TaxesThe Company is not subject to any income orcapital gains taxes in Guernsey. The only taxespayable by the Company on its income arewithholding taxes applicable to certain investmentincome, including dividends. As a result, no incometax liability or expense has been recorded in theaccompanying financial statements.Net Assets Attributable to Non-Equity Shareholdersand Management ShareholdersFrom the Company’s commencement date toSeptember 30, 2014, the Private Shares,Management Shares and VoteCo Shares wereredeemable at the shareholders’ option and wereclassified as financial liabilities. The liabilitiesarising from the redeemable shares are carried atthe redemption amount which is the net assetvalue calculated in accordance with IFRS. EffectiveOctober 1, 2014, the Company converted into aregistered closed-ended investment scheme inconnection with the IPO and all Private Shares andVoteCo Shares were converted into nonredeemablePublic Shares and Class B Shares,respectively. In accordance with IAS 32, theCompany classifies its Public Shares and Class BShares as equity as shareholders do not have anyrights of redemption.Effective October 1, 2014, all redeemableManagement Shares were converted into nonredeemableManagement Shares. Non-redeemableManagement Shares can be converted into avariable number of Public Shares based upon thenet asset values as of the last day of each calendarmonth and are therefore classified as financialliabilities in accordance with IFRS. At no time cannon-redeemable Management Shares be redeemedin cash at the option of the managementshareholders. Net assets attributable toManagement Shares are accounted for on anamortized cost basis at the net asset valuecalculated in accordance with IFRS. The change inthe net assets attributable to Management Shares,other than that arising from share issuances,redemptions or conversions, is recognized in thestatement of comprehensive income.48 PERSHING SQUARE HOLDINGS, LTD.
<strong>Annual</strong> <strong>Report</strong> December 31, 2014Notes to Financial Statements (continued)3. SIGNIFICANT ACCOUNTINGJUDGMENTS, ESTIMATES ANDASSUMPTIONSThe preparation of the Company’s financialstatements requires management to makejudgments, estimates and assumptions that affectthe reported amounts recognized in the financialstatements and disclosure of contingent liabilities.Uncertainty about these assumptions andestimates could result in outcomes that couldrequire a material adjustment to the carryingamount of the asset or liability affected in futureperiods.JudgmentsIn the process of applying the Company’saccounting policies, management has made thefollowing judgments, which have a significant effecton the amounts recognized in the financialstatements:Assessment as an investment entityIFRS 10 requires management to assess whetherthe Company is an investment entity based on thebelow criteria. If the Company were an investmententity, the Company’s subsidiaries (if any) wouldbe recorded in the Company’s financial statementsas financial assets at fair value through profit orloss. If the Company were not an investment entity,IFRS 10 would require the Company to consolidatethe subsidiary’s financial statements with theCompany’s financial statements. The criteria forthe assessment are: An entity that obtains funds from one or moreinvestors for the purpose of providing thoseinvestors with investment services; An entity that commits to its investors that itsbusiness purpose is to invest funds solely forreturns from capital appreciation, investmentincome or both; and An entity that measures and evaluates theperformance of substantially all of itsinvestments on a fair value basis.The Company satisfies all of the aboverequirements as an investment entity.The Board has also concluded that the Companymeets the additional characteristics of aninvestment entity in that: it has more than oneinvestment, it has more than one investor, and itsinvestors are not related parties.Part of the assessment in relation to meeting thebusiness purpose aspects of the IFRS 10 criteriarequires consideration of exit strategies. TheCompany has an exit strategy for all investments.Furthermore, the Directors have determined thatthe Company’s investment plans support itsbusiness purpose as an investment entity.The Board has concluded that the Company meetsthe definition of an investment entity based on theabove criteria. These conclusions will bereassessed on a semi-annual basis in order todetermine if there was a change in any of theabove criteria or characteristics.Assessment of Company investment as structured entityAs of December 31, 2014 and December 31, 2013,the Company held an investment in PS VInternational, Ltd. (“PS V”) and as of December 31,2014, the Company also held an investment in PSFund 1, LLC (“PSF1”). PS V and PSF1 areaffiliated investment funds managed by theInvestment Manager. The investment objective ofPS V is to create significant capital appreciation byinvesting in stock of Air Products and Chemicals,Inc. The investment objective of PSF1 is to createsignificant capital appreciation by investing in thestock of Allergan, Inc. in connection with a potentialbusiness combination transaction with Allergan,Inc. as further discussed in Note 17.All realized and unrealized gains and losses frominvestments in PS V and PSF1 are reflected in thestatement of comprehensive income for the yearsended 2014 and 2013. See Note 7 for thediscussion on the fair value measurement andNote 16 for related party transactions regarding theCompany’s investments in PS V and PSF1.IFRS 12 defines a structured entity as an entitythat has been designed so that voting or othersimilar rights of the investors are not the dominantfactor in deciding who controls the entity. TheCompany has assessed whether the affiliatedentities, PS V and PSF1, in which the Companyinvests should be classified as structured entities.The Company has determined that the voting andother similar rights of the investors in PS V andPSF1, including the rights to remove theinvestment manager or redeem holdings, are notthe dominant factors of control. The dominantfactor of control of PS V and PSF1 are thecontractual agreements with the investmentmanager.PERSHING SQUARE HOLDINGS, LTD. 49
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