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Taxation Of Cross-Border Mergers And Acquisitions: South Africa 2014
By KPMG
The environment for mergers and acquisitions (M&A) in South Africa is far less clement than in previous years due to the harsh current economic climate and the global credit and liquidity crunches. These constraints have reduced the economy's growth and led to a sharp decrease in M&A activity. The fundraising appetite for domestic financial investments is increasing, however, leading to more opportunities for the growth of small and medium-sized business, which remains relatively active. Larger players are still on the look-out for quality assets with long-term growth potential.
Recent changes to the South African legislative framework have significantly affected the M&A environment. Historically, there was some uncertainty regarding the appropriate method of dealing with these types of transactions from a tax and legal perspective. Currently, the South African legislator has undertaken to address this uncertainty. While a degree of uncertainty remains, the recent changes are steps in the right direction. Among the recent developments, the most pertinent are the following:
a permanent restriction on interest deductibility in respect of certain M&A transactions, which replaces the prior pre-approval process in which the tax authorities regulated the deductibility of interest costs in respect of leverage buy-outs
the introduction of a withholding tax (WHT) on interest and service fees paid to non-residents
the introduction of limitations on interest deductions in respect of interest paid to, among others, non-residents
provisions permitting the deduction of interest on debt used to acquire equity shares, where specific requirements are met.
Withholding taxes
WHT on interest
As of 1 January 2015, a 15 percent WHT is imposed on interest received by or accrued to a non-resident (that is not a controlled foreign company (CFC)). An exemption applies in respect of any amount of interest received by or accrued to a non-resident in respect of:
government debt instruments
listed debt instruments
debt owed by a bank, the South African Reserve Bank (SARB), the Development Bank of South Africa (DBSA) or the Industrial Development Corporation (IDC)
debt owed by a foreign person or a headquarter company.
South Africa is expected to renegotiate its existing tax treaties in light of the new 15 percent WHT on interest.
WHT on service fees
As of 1 January 2016, a 15 percent WHT will be levied on service fees paid to a foreign person, to the extent paid from a source within South Africa (subject to treaty relief).
This WHT regime will apply to fees for any technical, managerial or consulting services.
WHT on dividends
A WHT on dividends applies in respect of all dividends declared and paid to non-residents on or after 1 April 2012. The dividend WHT is levied at a rate of 15 percent, subject to treaty relief.
WHT on royalties
Royalties paid by a South African entity to a non-resident are subject to a WHT of 12 percent (15 percent as of 1 January 2015).
Deductibility of interest on debt used to acquire equity
As of 1 January 2013, interest incurred on debt to finance the acquisition of the shares is deductible for tax purposes, where a South African company acquires at least a 70 percent equity shareholding in another South African operating company.
An 'operating company' includes any company that carries on business continuously by providing goods or services for consideration.
Interest deductibility in respect of M&A transactions
Previously, interest on debt used to fund certain transactions (discussed below) was not automatically deductible. Approval from the South African Revenue Service (SARS) was needed in order to deduct the interest expenditure in question.
This approval process has been replaced by section 23N, which essentially limits the deductibility of interest where debt is used:
to fund the acquisition of a business or assets from a related group entity on a tax-neutral basis
to fund at least a 70 percent equity shareholding in a South African operating company.
In these cases, the amount of interest deductible in the year of the transaction and the following 5 years cannot exceed the sum of:
interest received
40 percent of 'adjusted taxable income' (which is essentially the company's earnings before income taxes, deprecation and amortization (EBITDA)).
These rules apply to transactions entered into on or after 1 April 2014, and also to the refinancing of transactions that were subject to the pre-approval process discussed above.
Where such interest is disallowed, the disallowed portion of interest is lost and cannot be carried forward.
Limitations on interest paid to non-residents
As of 1 January 2015, section 23M will impose a general limitation on interest deductions where payments are made to offshore investors (i.e. creditors), or local investors who are not subject to tax in South Africa, that are in a controlling relationship with a South African resident debtor.
The limitations also will apply between a debtor and creditor who are not in a controlling relationship:
where a creditor advances funding to the debtor and the funding was obtained from a non-resident person in a controlling relationship with the debtor (i.e. back-to-back funding)
where a creditor advances funding based on a guarantee provided by a non-resident person in a controlling relationship with the debtor.
Essentially, where section 23M applies, the interest deduction by the debtor cannot exceed the total of:
40 percent of adjusted taxable income (essentially, the company's EBITDA).
Any interest disallowed in terms of section 23M may be carried forward to the following year of assessment, and will be deemed to be interest incurred in that year.
The provisions will not apply where the creditor funded the debt advanced to the debtor with funding granted by an unconnected lending institution and the interest charged on the loan does not exceed a specified rate of interest (currently 7 percent).
Asset purchase or share purchase
The following sections address those issues that should be considered when contemplating the purchase of either assets or shares.
Purchase of assets
The decision of whether to acquire the assets of a business or its shares depends on the details of the transaction. The advantages and disadvantages of both purchase mechanisms need to be understood in order to effect the acquisition efficiently while complying with legislative requirements.
Asset purchases may be favored due to the interest deductibility of funding costs and the ability to depreciate the purchase price for tax purposes. However, other considerations may make an asset purchase far less favorable, including, among other things, an increased capital outlay, recently promulgated legislation that may disallow the deduction of interest (discussed above), the inability to use the tax losses of the target company, and the inability to deduct or recovery VAT in respect of irrecoverable debts (unless the debts are acquired on a recourse basis).
Where assets (versus shares) are disposed of, the purchase price must be allocated between the assets acquired in terms of the sale agreement on a reasonable and commercial basis. This allocation is required to determine the tax implications on the disposal of each individual asset.
When assets are purchased at a discount, no statutory rules stipulate how to allocate the purchase price among the assets. Unless the discount can be reasonably attributed to a particular class of asset, it should be allocated among all the assets on some reasonable basis.
Withholding tax on immovable property disposals
A withholding tax (WHT) is applicable to the disposal of immovable property by a non-resident to any other person insofar as the immovable property or a right or interest therein (i.e. including an interest of at least 20 percent in a company where at least 80 percent of the market value of the company's shares is attributable directly or indirectly to immovable property, other than trading stock), is situated in South Africa, subject to certain exemptions.
In these cases, the purchaser must withhold 5 percent of the purchase price where the seller is a natural person, 7.5 percent if the seller is a company and 10 percent if the seller is a trust.
The purchaser is required to pay the WHT to SARS within 14 days from the date of withholding.
Where the purchaser is not a resident of South Africa, the time period for payment is extended to a period of 28 days. If the amount is withheld from consideration payable in a foreign currency, the amount must be converted into ZAR at the spot rate on the date that the amount is paid to SARS.
No provision exists for the write-off of goodwill for tax purposes by the purchaser. Accordingly, care should be taken to allocate the purchase price, as much as possible, among the tangible assets, providing such allocations do not result in the over-valuation of any asset.
Allowances/deductions
Certain allowances or deductions may be allowed on certain assets purchased by the taxpayer. When the assets are re-sold, the potential recoupment of allowances or deductions previously claimed on these assets should be considered. If a recoupment arises, this amount is required to be added back to the taxpayer's taxable income.
Tax attributes
Tax losses cannot be passed on to the buyer of a business. Recoupments in the company (that is, the difference between proceeds and tax value) are taxable to the seller where the values of certain assets realized exceed their tax values.
When certain intergroup income tax relief provisions apply to a transaction, the supplier and recipient are deemed to be the same person for value added tax (VAT) purposes. This implies that there is no supply for VAT purposes, provided both the supplier and recipient are registered as vendors for VAT purposes; in certain instances, the supply must be that of a going concern.
Assets or liabilities excluded from the income tax relief provisions are considered separately from a VAT perspective to determine the applicable rate of VAT to be levied, if any.
When the income tax and VAT relief provisions are applied, it was previously argued that vendors may not be entitled to recover VAT on the costs incurred on the transaction because the VAT was not incurred for the purpose of making taxable supplies. However, the SARS Draft Interpretation note, issued 31 March 2009, states that even though a transaction may not be regarded as a supply for VAT purposes, the VAT incurred on goods and services acquired for the purpose of making the supply may still qualify as input tax for VAT purposes. The test is whether the vendor would be entitled to an input tax deduction when section 8(25) of the VAT Act does not apply. If the answer is yes, input tax can still be claimed.
Where this provision does not apply and a business, or part of a business that is capable of separate operation, is sold as a going concern, VAT is payable at zero rate (that is, charged with VAT but at 0 percent). To qualify for zero rating, both the seller and the purchaser must be registered for VAT and agree in writing that:
the business will be sold as a going concern
the business will be an income-earning activity on the date of transfer
the assets needed to carry on such enterprise will be sold by the supplier to the recipient
the price stated is inclusive of zero rate VAT.
The contract can, nevertheless, provide that, should the zero rating for some reason not apply, VAT at the standard rate would be added to the selling price.
Transfer taxes
Transfer duty is payable by the purchaser on the transfer of immovable property to the extent the sale is not subject to VAT.
A notional VAT input credit is available to a vendor on the purchase of secondhand property from a person not registered for VAT. Where secondhand goods consisting of fixed property are acquired wholly for the purposes of making taxable supplies, the input tax claimable is calculated as the tax fraction of the lesser of any consideration in money given by the vendor or the open market value. The notional input tax is claimable in the tax period that registration of the fixed property was affected in the deeds registry in the name of the vendor.
The transfer duty is payable on the value of the property is determined in the Transfer Duty Act at the following rates (for natural persons and persons other than natural persons):
on the first 600,000 South African rand (ZAR) – 0 percent
from ZAR600,001 to ZAR1,000,000 – 3 percent
from ZAR1,000,001 to ZAR1,500,000 – ZAR12,000 plus 5 percent of the value in excess of ZAR1,000 001
more than ZAR1,500,001 – ZAR37,000 plus 8 percent of the amounts in excess of ZAR1,500 001.
Purchase of shares
Share purchases are often favored because of their lower capital outlay and the acquirer's ability to benefit from the acquisition of any tax losses of the target company (subject to the rules governing the carry forward of assessed losses). However, the inability to deduct the funding costs associated with the acquisition (except in limited circumstances as discussed above) is a significant barrier to this method.
Due diligence reviews
It is not unusual for the vendor in a negotiated acquisition to open the books of the target company for a due diligence review by the prospective purchaser, including an in-depth review of the target's financial, legal and tax affairs by the advisors to the purchaser. The findings of such a due diligence review may result in adjustments to the proposed purchase price and the inclusion of specific warranties negotiated between the purchaser and seller in the sale agreement.
Tax indemnities/warranties
The purchaser generally requires from the seller warranties regarding any undisclosed taxation liabilities of the company. The extent of the warranties is a matter for negotiation.
Tax losses
Tax losses may be retained by the purchaser when the shares are purchased, unless any anti-avoidance rules apply.
Crystallization of tax charges
South African income tax legislation provides for rollover relief on intragroup transfers of assets if certain requirements are met. For example, the rollover is available where assets are transferred within a 'group of companies', typically comprising a 70 percent shareholding. Each of the intragroup provisions contain its own specific anti-avoidance provisions, which deem the purchaser to have disposed of and immediately reacquire the assets at their market value on the day that certain events occur. Essentially, the purchaser becomes liable for all of the tax that was deferred and effectively rolled over in the intragroup transfer.
Consequently, the purchaser should satisfy itself that it has been made aware of all prior intragroup transfers of the assets that it acquires.
Securities transfer tax
Securities transfer tax (STT) applies to the transfer of shares in unlisted South African companies, shares listed on the Johannesburg Stock Exchange (JSE), members' interests in close corporations, as well as distribution rights. STT is levied at the rate of 0.25 percent of the taxable amount (according to a prescribed formula that differs depending on whether the securities are listed).
The Securities Transfer Tax Act defines 'transfer' to include the transfer, sale, assignment, cession or disposal in any other manner of securities, or the cancellation or redemption of securities; it does not include any issue of securities.
Only transfers that result in a change in beneficial ownership attract STT.
Debt waivers
Where a debt owed by a person is reduced for no or inadequate consideration, the amount by which the debt is reduced less any amount applied as consideration for such reduction ('reduction amount') is added to income and subject to tax at 28 percent to the extent that the debt funded tax-deductible expenditure. To the extent that the debt funded the acquisition of capital assets, the tax cost of the assets is reduced by the reduction amount. If the asset was disposed of before the debt reduction, any capital loss available to the company is reduced by the reduction amount.
Non-residents are subject to capital gains tax (CGT) only on capital gains from the disposal of certain South African property, including immovable property, an interest in such immovable property (i.e. an interest of at least 20 percent in a company where at least 80 percent of the market value of the company's shares is attributable directly or indirectly to immovable property, other than trading stock), and business assets attributable to a permanent establishment situated in South Africa. However, in line with international practice and South African tax treaties, non-residents are not liable to CGT on other assets, such as shares they own in a South African company, unless the value of the assets is attributable to immovable property situated in South Africa (this varies depending on the treaty).
The supply of shares by the owner of the shares is an exempt supply for VAT purposes. Any VAT incurred on the acquisition of any goods or services for the purposes of the exempt supply is not recoverable as input tax.
Comparison of asset and share purchases
Advantages of asset purchases
The purchase price (or a portion) can be depreciated or amortized for tax purposes.
No previous liabilities of the company are inherited.
It is possible to acquire only part of a business.
Advantages of share purchases
Lower capital outlay (purchase net assets only).
Likely to be more attractive to vendor, so price is likely to be lower.
May benefit from tax losses of target company (subject to general anti-tax avoidance rules).
Existing contracts normally are unaffected, so the purchaser may gain the benefit of existing supply or technology contracts.
In certain cases, interest incurred on debt to acquire equity may be deductible where certain provisions of the Income Tax Act are met, as discussed above.
Disadvantages of share purchases
Assumption of all liabilities that are in the target company, including tax liabilities.
STT applicable on the higher of the market value or consideration paid for the shares is payable by purchaser.
Depending on the transaction, no tax deduction of the funding cost may be permitted.
Choice of acquisition vehicle
A number of options are available to a foreign purchaser when deciding how to structure the acquisition of a local resident company. The South African Income Tax Act contains special rules for asset-for-share transactions, amalgamation transactions, intragroup transactions, unbundling transactions and liquidation distributions.
These provisions aim to facilitate mergers, acquisitions and restructurings in a tax-neutral manner. The rules are very specific and generally do not apply when one of the entities in the transaction is not a company.
Often the most crucial element to consider when choosing the vehicle is whether to structure the acquisition through a branch or a subsidiary. While the VAT implications of the branch and a subsidiary structure are the same, the income tax implications do differ.
Local intermediary holding company
The incorporation of a South African intermediary holding company affords limited liability protection. The intermediary holding company may invest in various joint ventures separately rather than through one single entity. Dividends received by the intermediary company are exempt from dividend WHT, allowing funds to be pooled at the intermediary level for re-investment or distribution.
Additional administrative and regulatory costs incurred by the intermediary holding company may not be tax-deductible because the intermediary earns no taxable income. In certain instances, any expenditure incurred by the intermediary company may have to be apportioned by taking into account the nature of its income streams (if any).
Foreign parent company
There are generally no legal restrictions on the percentage of foreign shareholding in a South African incorporated company.
Payments of royalties, management fees, dividends or interest on loans are subject to the WHT regimes (as discussed above) and to transfer pricing and thin capitalization rules.
Non-resident intermediate holding company
The foreign intermediary may separately invest into various African countries and may also be subject to foreign domestic anti-avoidance legislation, such as CFC legislation. The intermediary would need to be established in a jurisdiction that has lower rates of WHT on dividends, interest, management fees and royalties than those stipulated in the relevant tax treaties.
Any dividends declared to the foreign intermediary are subject to WHT (dividend withholding tax), which may be reduced by a tax treaty.
Where a group company purchases the assets of a South African business, it may operate the business in South Africa as a branch of the foreign company (which must be registered as an external company in South Africa) or establish a local subsidiary company in South Africa.
The South African income tax system is based on taxable income. Taxable income is gross income (non-capital) received by or accrued to a resident taxpayer, less any exempt income and less all allowable expenditure actually incurred in the production of that income. Non-residents are taxed on a source basis.
Both a local subsidiary and branch are subject to a 28 percent tax rate. Branch profits are not subject to any WHT on their remittance to the foreign head office.
Resident companies are, however, subject to dividend WHT. As a local branch is not a separate entity, expenditure payable to its foreign head office for royalties, management fees and interest on loans generally is not tax-deductible in South Africa.
The Income Tax Act does provide for the deduction of expenditure and losses actually incurred outside the republic in the production of income, provided they are not of a capital nature. Where the foreign company incurs expenditure outside the republic in the production of the South African branch's income, such amounts normally are tax-deductible by the branch. The amount of the deduction is the actual amount of expenditure incurred outside South Africa, which may not equate to the market value of the goods or services in South Africa.
The tax rates in the foreign country versus the tax rates in South Africa are an important factor in deciding whether a local subsidiary or a local branch of a foreign company would be more favorable from a tax point of view, especially as branches are not subject to dividend WHT.
An advantage of branches is that, where more than one branch operates in South Africa, the losses of one branch may be offset against the taxable income of another branch in determining the South African income tax payable. This setting-off of losses is not allowed for companies.
Companies incorporated in other countries and conducting business in South Africa are referred to as external companies. Such companies are required by the Companies Act to register as external companies, and certain provisions of the Companies Act apply to them.
The test for whether or not a foreign company needs to register as an external company is whether the foreign company has engaged or is engaging in a course of conduct or a pattern of activities in South Africa over a period of 6 months that would lead a person to reasonably conclude that such foreign company intended to continually engage in business in South Africa. A foreign company also needs to register where it is a party to employment contracts in South Africa.
Once registered, the external company must maintain an office in South Africa, register its address with the Companies and Intellectual Property Commission and submit annual returns. It is not subject to the audit or review requirements of the Companies Act.
Domesticated companies
A foreign company may apply to transfer its registration to the South Africa from the foreign jurisdiction in which it is registered. Such a company is referred to as a 'domesticated company'. A domesticated company becomes subject to the South African Companies Act on transfer of its registration.
When acquisitions are to be made together with other parties, the choice of an appropriate vehicle is important. Generally, such ventures can be conducted through partnerships, trusts or companies. While partnerships are ideally suited for joint ventures, the lack of limited liability, the joint and several liabilities for debts, and the lack of separate legal existence limit their use. When a partnership is used, its taxable income is first determined and then apportioned between the partners in accordance with their respective interests.
From a VAT perspective, these unincorporated bodies of persons are deemed to be persons separate from their underlying partners/members and can create separate VAT registration liabilities. When using such a vehicle, it is important to set it up properly from a VAT perspective to avoid irrecoverable VAT costs.
Choice of acquisition funding
The tax treatment of interest and dividends plays an important role in the choice between debt and equity funding. A hybrid instrument, which combines the characteristics of both debt and equity, may also be used to finance the purchase.
An important advantage of debt over equity is the greater flexibility it provides. Debt can be introduced from any company within a group, a financial institution or any other third party. In addition, debt can be varied as a group's funding requirements change, whereas any change in equity, particularly a decrease, can be a complex procedure.
Further, subject to the interest limitation provisions noted above and South African transfer pricing and thin capitalization provisions, the use of debt may increase an investor's return and thus be preferable to an equity contribution.
Deductibility of interest – foreign company
When funds in South Africa are loaned to a borrower, the interest earned by the lender, being from a South African source, is usually tax-exempt, provided certain requirements are met. The interest is subject to a WHT of 15 percent as of 1 January 2015, subject to relief under a tax treaty. Interest on foreign loan funding can be remitted abroad, provided the SARB has previously approved the loan facility, the repayment terms and the interest rate charged.
Approval from the SARB or the authorized Dealer (as the case may be) must be obtained by the South African exchange control resident before any foreign financial assistance may be accepted. This is to ensure that the repayment and servicing of loans do not disrupt the balance of payments. For loans, this entails providing full details of the loan to be received, the purpose of the loan, the repayment profile, details of all finance charges, and the denomination of the loan and the rate of interest to be charged. The loan itself does not need to be approved by the SARB for the funds to flow into South Africa, but, as already noted, the non-approval of the loan may result in restrictions on the repayment of the loan and any disinvestment from South Africa.
The SARB usually accepts an interest rate that does not exceed the prime lending rate plus two basis points in South Africa when the loan is denominated in ZAR. Where the loan is denominated in foreign currency, the SARB accepts a rate that does not exceed the relevant interbank rate plus two basis points.
The South African transfer pricing provisions should be considered where loan proceeds are provided by a non-resident creditor (as discussed above). Additionally, under legislative proposals having effect from 1 January 2016, where a debtor incurs interest on a debt provided by a creditor that is not taxable in South Africa and these parties are connected with each other, then the interest incurred by the debtor may be limited in relation to that debt. This limitation is determined with reference to the debtor's adjusted taxable income. Any portion of the non-deductible interest may be carried over to the following year of assessment.
Checklist for debt funding
Transfer pricing for the interest rates charged and the level of debt introduced.
The possibility of higher rates applying to tax deductions in other territories.
A purchaser may use equity to fund its acquisition, possibly by issuing shares to the seller as consideration or by raising funds through a seller placing.
New share issues are not subject to STT. However, dividends paid by a South African company are not deductible for South African tax purposes.
Previously, the South African thin capitalization provisions applied where financial assistance granted by a connected person that was a non-resident or a non-resident that held at least 25 percent of the equity shares capital/voting rights in a South African company, exceeded a 3:1 debt to fixed capital ratio (calculated with reference to the proportion of equity held). If so, the excessive portion of interest was disallowed as a deduction from the taxable income of that South African company.
As of 1 April 2012, thin capitalization is now treated as part of the general transfer pricing provisions. This test no longer applies a debt-to-fixed capital ratio. Rather it is necessary to undertake an analysis to determine whether the financial assistance granted is excessive in relation to financial assistance that would have been granted had the investor and the connected person been independent persons' dealing at arm's length. These changes are intended to be compatible with the rules as set forth by the Organisation for Economic Co-operation and Development (OECD).
Non-tax reasons may exist for preferring equity, for example, where a low debt-to-equity ratio is favored. This factor is often the reason for companies choosing hybrid funding.
Dividends declared from hybrid equity instruments are deemed to be interest and taxable as such. Where dividends or capital returns on the shares are hedged by a third party, the dividends declared on these shares may be deemed to be taxable (subject to certain exemptions). Otherwise, the normal tax principles relating to debt and equity apply. The provisions of the Banks Act, which regulates the issue of commercial paper, and the Companies Act, which regulates offers to the public, may need to be considered.
In certain circumstances, interest on hybrid debt instruments (i.e. debt with equity-like characteristics) may be deemed to be dividends paid (and thus not deductible in the hands of the payor).
Discounted securities
The tax treatment of securities issued at a discount normally follows the accounting treatment. As a result, the issuer should be able to obtain a tax deduction for the discount accruing over the life of the security, provided the discount amounts to 'interest' for tax purposes. Similarly, the holder of the instrument may be subject to tax on the discount received over the life of the security.
Deferred settlement
The period or method of payment generally does not influence the tax nature of the proceeds. The payment for a capital asset can be deferred without altering the capital nature of the proceeds. However, where the full selling price is not clearly stipulated and payment is based on a proportion of profits, an inherently capital transaction may be treated as revenue and taxed in the vendor's hands. Likewise, care should be taken not to have the sale proceeds characterized as an annuity, which is specifically taxable in South Africa.
Share swaps
Approval from the exchange control authorities is required for the exchange of shares in cross-border mergers and amalgamations and for issues of shares on acquisition of assets. To obtain this approval, the assets and shares must be valued.
When shares are issued in exchange for an asset, South African legislation deems the value of the shares issued to equal the market value of the asset acquired. Moreover, the issuing company is deemed to acquire the asset at the market value of the shares immediately after the acquisition.
Concerns of the seller
The concerns for a seller may vary depending on whether the acquisition took place via shares or via a purchase of assets. When the assets are acquired by the purchaser, for example, capital gains tax may be levied on the capital gain realized on the disposal of the assets. Further, to the extent that any deductions were claimed against the original cost of the assets and the amount realized from the sale of the assets exceeds the tax values thereof, the seller may experience clawbacks, which it would have to include in its gross income (as defined) and would be subject to income tax at the normal rate of 28 percent.
When the seller does not receive adequate consideration for the disposal of its assets, the transaction may be subject to donations tax at the rate of 20 percent on the difference between the consideration actually given and the market value consideration.
The sale of shares also may be subject to CGT, assuming the shares were held by the seller on capital account. To the extent that the seller disposed of the shares in a profit-making scheme, the proceeds may be taxed on revenue account at a rate higher than the rate of CGT. However, the three-year holding rule in the South African Income Tax Act would deem the proceeds received on the sale of shares held for a continuous period of 3 years to be capital in nature and hence, taxed at the effective capital gains tax rate of 18.6 percent (assuming the seller is a company).
Concerns of the purchaser
To the extent that the assets are disposed of, the assessed tax losses of the seller cannot be carried forward into the new company, so the losses would be ring-fenced in the seller and thus lost.
When the seller decides to dispose of shares, the tax losses in the company remain in the company, available for future set-off. However, when SARS is satisfied that the sale was entered into for the purpose of using the assessed loss and that, as a result of the sale, income has been introduced into the company to use the loss, the set-off of the loss may be disallowed.
In South Africa, the operations of a company can be acquired by purchasing the business from the company as a going concern or by purchasing the company's shares. In addition, the Companies Act recognizes the following means by which mergers and takeovers of corporate entities can be effected:
sale of a greater part of a company's assets
scheme of arrangement (restructuring either the debt or share capital of the company)
amalgamation or merger.
These transactions are jointly referred to as 'fundamental transactions'.
A special resolution is required to authorize a fundamental transaction. In addition, notwithstanding the approval by special resolution, the company may not implement the approval by special resolution without the approval of a court if:
the resolution was opposed by at least 15 percent of the voting rights exercised on that resolution
any shareholder who voted against the resolution requires the company to seek court approval
any shareholder who has opposed the resolution has been given consent by a court to have the transaction reviewed by the court.
The court is only required to review the resolution (and not the terms of the overall transaction) and may only set aside a resolution where it is manifestly unfair to any class of shareholder, the vote was materially tainted by conflict of interest, inadequate disclosure, failure to comply with the Companies Act or the memorandum of incorporation (MOI), or there was any other significant and material procedural irregularity.
In addition to the above requirements, the acquisition of a business in South Africa, is affected by the 'takeovers and offers' provisions of the Companies Act. Takeovers are overseen by the Takeover Regulation Panel (TRP) and monitored in accordance with takeover regulations.
The TRP and takeover regulations apply to regulated companies, which include a public company, a state-owned company and a private company if its MOI provides for its application or if 10 percent or more of its shares of such private company were transferred within the previous 24 months. The takeover regulations could apply to private companies irrespective of their size, because the test depends not on the number of shareholders or the size of shareholder equity but rather on the percentage of shares transferred over a period. The Companies Act also includes provisions relating to required disclosure of share transactions, mandatory offers, comparable and partial offers, restrictions on frustrating action and prohibited dealings before and during an offer.
Appraisal rights
The Companies Act has introduced a new concept called appraisal rights for shareholders. The appraisal rights apply where the company has:
amended its MOI to change the rights attaching to any class of shares in a manner materially adverse to the rights of a particular shareholder
entered into a fundamental transaction.
However, the appraisal rights do not apply where the transaction is pursuant to a business rescue plan that has been approved by the shareholders. If a shareholder (the dissenting shareholder) has notified the company that it intends to oppose any resolution for a matter referred to earlier and thereafter votes against the particular resolution, the dissenting shareholder can require the company to repurchase their shares at fair value. This right is afforded to the dissenting shareholder irrespective of the majority percentage approval obtained by the company.
The Companies Act sets out certain formal requirements that the dissenting shareholder must follow to enforce their appraisal rights.
Financial assistance for secondary trading in company's shares
The Companies Act restricts a company from providing financial assistance for the subscription or purchase of its own shares or shares in a related or inter-related company. This restriction is wider than section 38 of the old Companies Act, which only applies to financial assistance by a company for its own shares or shares in its holding company. The Companies Act effectively applies to financial assistance for buying or subscribing for shares in the company or any other company within the group of companies of which the company is a part.
Group relief/consolidation
South Africa's tax law does not recognize the concept of group relief, where losses made by some group companies are offset against profits made by other group companies. Rather, companies are assessed as separate entities. However, intragroup transactions may take place in a tax-neutral manner in certain circumstances, mostly relating to situations in which companies form part of the same South African group of companies (unless the foreign company has a place of effective management in South Africa). To be a group requires the companies to have a common shareholding of at least 70 percent of their equity share capital.
The overriding principle of the transfer pricing legislation is that cross-border transactions between connected persons should be conducted at arm's-length.
Under the Income Tax Act, where connected persons conclude a cross-border agreement for the supply of goods or services (such as the granting or assignment of any right such as a royalty agreement, the provision of technical, financial or administrative services, the granting of financial assistance such as a loan), and such goods and services are not supplied on an arm's length basis, the Commissioner of SARS may adjust the price to reflect an arm's length price in determining the taxable income of any of the persons involved.
Essentially there is a focus on the overall arrangements and the profits derived from such activities. If terms or conditions made or imposed in transactions, operations, schemes, arrangements or understandings differ from the terms and conditions that would have existed between independent persons acting at arm's length and the difference confers a South African tax benefit on one of the parties, the taxable income of the parties that have benefited must be calculated as if the terms and conditions had been at arm's length. In addition, the difference being calculated is deemed to be a loan.
The transfer pricing provisions now also cover any financial assistance (i.e. debt, security or guarantee) granted between connected persons. As such, the previous legislation pertaining to thin capitalization is replaced with this arm's length test.
Foreign investments of a local target company
South Africa's CFC legislation is designed to prevent South African companies from accumulating profits offshore in low-tax countries.
When a South African resident directly or indirectly holds shares or voting rights in a foreign company, the net income of that company is attributed to the South African resident if that foreign company is a CFC and does not qualify for any of the available exclusions. The net income of a CFC attributable to the South African resident is the taxable income of the CFC, calculated as if that CFC were a South African taxpayer and a resident for specific sections of the Income Tax Act. Consequently, both income and capital gains are attributed.
The main exemptions to these rules are the Foreign Business establishment (FBE) exemption and the so-called high-tax jurisdiction exemption (i.e. where the CFC would be subject to tax in that foreign jurisdiction at a rate of at least 21 percent). If a CFC's income and gains are attributable to an FBE (including gains from the disposal or deemed disposal of any assets forming part of that FBE), they will generally not be attributed to the South African-resident parent, subject to the application of the diversionary rules and the mobile passive income tests.
Other regulatory authorities
JSE listing requirements
The JSE listing requirements apply to all companies listed on the JSE and to applicants for listings. The requirements were introduced in 1995 and have since been subject to many amendments. The requirements aimed to raise the levels of certain market practices to international standards and account for situations unique to the South African economy and culture.
Integral functions of the JSE are to provide facilities for the listing of the securities of companies (domestic or foreign), to provide users with an orderly marketplace for trading in such securities, and to regulate accordingly.
The listing requirements reflect, among other things, the rules and procedures governing new applications, proposed marketing of securities, and the continuing obligations of issuers. The requirements are intended to ensure that the business of the JSE is carried on with due regard to the public interest.
With respect to M&A, the JSE listing requirements regulate transactions of listed companies by rules and regulations to ensure full, equal and timely public disclosure to all holders of securities and to afford them adequate opportunity to consider in advance, and vote on, substantial changes in the company's business operations and matters affecting shareholders' rights.
The JSE listing requirements are numerous and may be onerous. To comply, a listed company considering a transaction with another party should assess the proposed transaction on the basis of its size, relative to that of the listed company, to determine the full extent of these requirements and the degree of compliance and disclosure needed.
Exchange controls
No cross-border merger or acquisition should be contemplated without due consideration being given to the likely impact of the strictly enforced South African Exchange Control Regulations.
The exchange control authorities allow investments abroad by South African companies, although a case would have to be made proving, among other things, the benefits to the South African balance of payments, the strategic importance of the proposed investment, and the potential for increased employment and export opportunities. A minimum 10 percent shareholding is generally required. Under a new dispensation, JSE-listed entities may establish one subsidiary to hold African and offshore operations that is not be subject to any exchange control restrictions (various conditions must be met, including that the subsidiary be a South African tax resident.
Remittance of income
Income derived from investments in South Africa is generally transferable to foreign investors, subject to the following restrictions:
Interest is freely remittable abroad, provided the authorities have approved the loan facility and the interest rate is related to the currency of the loan, such as the Great British Pound Sterling at the London Interbank offered rate (LIBOR).
Payment of management fees by a South African company to a non-South African exchange control resident company or beneficiary is subject to exchange control approval. The amount paid must be reasonable in relation to the services provided. Payments of such fees by wholly owned subsidiaries of overseas companies are not readily approved. Authorized dealers may approve, against the production of documentary evidence confirming the amount involved, applications by South African residents to effect payments for services rendered by non-residents, provided that the fees payable are not calculated on the basis of a percentage of turnover, income, sales or purchases.
Agreements for the payment of royalties and similar payments for the use of technical know-how, patents, and copyrights require the prior approval of the exchange control authorities.
All license agreements relating to the use of technology in manufacture are first vetted by the Department of Trade and Industry. Other license agreements are submitted directly to the exchange control authorities.
Dividend distributions, whether from capital or revenue profits, are freely remittable abroad, provided the shares to which the dividends relate have been endorsed 'non-resident'. The non-resident endorsement can be achieved by submitting to an authorized dealer proof that funds have flowed to South Africa from abroad for the original purchase of the shares are at market value.
Structuring the transaction
Mergers and amalgamations
A merger or amalgamation is a transaction in which the assets of two or more companies become vested in or come under the control of one company, the shareholders of which then consist of the shareholders (or most of the shareholders) of the merged companies. The single company that owns or controls the combined assets of the merged companies may be either:
one of the merged companies whose share capital was reorganized to enable it to be the vehicle of the merger
a new company formed for the purpose of the merger.
The Companies Act has introduced the concept of amalgamations or mergers, prescribing a statutory procedure for effecting mergers and amalgamations. Note, however, that the definition of 'amalgamation or merger' In the Companies Act is not aligned with the concepts of amalgamation and merger as contemplated in the Income Tax Act.
An acquisition or takeover is a transaction in which control over a company's assets is obtained by the acquisition of sufficient shares in the company to control it. The continued existence of the acquired company is not affected by the introduction of the new majority shareholder.
Structuring and South African tax relief
The South African Income Tax Act contains special rules relating to asset-for-share transactions, amalgamation transactions, intragroup transactions, unbundling transactions and liquidation distributions. The purpose of these provisions is to facilitate mergers, acquisitions and restructurings in a tax-neutral manner. The rules are very specific and generally do not apply cross-border or when one of the entities in the transaction is a trust or natural person.
Profitable operations can be absorbed by loss companies in the acquirer's group, thereby effectively gaining the ability to use the losses (subject to general anti-tax avoidance rules).
Interest incurred to finance an asset purchase may be deductible, subject to the interest limitation provisions and transfer pricing rules.
Assets may be encumbered to assist in financing the acquisition.
Disadvantages of asset purchases
Possible need to renegotiate supply, technology and other key agreements.
Need to change stationery and other company documentation.
A higher capital outlay is usually involved (unless debts of business are also assumed).
May be unattractive to the vendor, thereby increasing the price.
Accounting profits are affected if acquisition goodwill is written-off.
The benefit of any tax losses incurred by the target company remains with the vendor.
Tax disallowance of trade receivables purchased without recourse when proven uncollectible.
Registration of registerable assets and consents required for transfer of agreements and licenses.
When the acquirer will not use the assets to make taxable supplies, VAT or transfer duty become an additional cost.
If debts are also assumed, no tax deduction or VAT claim can be made on irrecoverable debts.
Interest on debt funding may not be deductible.
South Africa – Withholding tax rates
This table sets out reduced withholding tax rates that may be available for various types of payments to non-residents under South Africa's tax treaties. This table is based on information available up to 31 January 2014.
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text:
Labor to push Joyce over jobs for partner
11 February 2018 2min read
PREVIOUS ARTICLE Wall St ends whipsaw week on u... NEXT ARTICLE Aurizon Holdings Half Year Res...
Labor will continue to pursue Barnaby Joyce over what special treatment may have been afforded his now-pregnant partner – but insists it doesn't want to cause any more distress to the deputy prime minister's family.
The government maintains there was nothing untoward about the jobs Vikki Campion held in National Party MPs' offices after she entered a relationship with Mr Joyce.
Deputy Labor leader Tanya Plibersek said the opposition would continue to ask questions about the use of taxpayer funds, after it was revealed Mr Joyce began an affair with Ms Campion while she worked for him.
Ms Campion, a former journalist, was initially a media advisor in the deputy prime minister's office before working for cabinet minister Matt Canavan.
When Senator Canavan stepped down from the front bench awaiting a High Court ruling on his citizenship status, she shifted to the office of then-Nationals whip Damian Drum.
"Was this job necessary? Was there work to be done at this skill level? What was the case made for having to hire someone additional into those offices?" Ms Plibersek asked on ABC TV.
She said it would be fine to transfer someone internally if they had the right skills but normally there would also be a process where other candidates could apply for a position.
"It might be that there is no case to answer here, but I think the deputy prime minister and the prime minister should be prepared to answer questions about taxpayer money."
Media reports have suggested Prime Minister Malcolm Turnbull was involved in approving the two appointments.
But Mr Joyce told AAP in a statement the Nationals were responsible for all staffing for the party's MPs.
He had had not discussed Ms Campion's employment with Mr Turnbull or his staff, although the prime minister's office has an administrative role in informing the Department of Finance of changes, he said.
And Finance Minister Mathias Cormann, whose department oversees the hiring of political staff, says everything was done appropriately.
"She's clearly somebody who is qualified to do the job and she was hired in certain positions based on merit and there's nothing really further to add," he told Sky News on Sunday.
"All of my advice is that everything was absolutely above board."
Veteran Liberal senator Eric Abetz said it was an "untidy situation" but Ms Campion was a "highly valuable staff member" who would be an asset in anyone's office.
Mr Turnbull has said he was not aware of any inappropriate spending of public funds relating to the affair.
Select Harvests' $20m profit amid big dry
US to ban flavored vaping products as lung disease cases surge
Oil prices pull back amid trade tensions
CommSec Daily Report Friday
US stocks fall on worries about Saudi Arabia, Italy

redpajama_set_name: RedPajamaCommonCrawl


This pleasantly nautical scent is almost inconceivable! A refreshing blend of ocean and woody notes, this fragrance would be a perfect addition to a relaxing bubble bath. Grab a favorite book (that you don't mind the pages getting a little soggy), sit back and indulge in the self-care of aromatherapy.
Reading by candlelight, transport yourself to a fairy tale world where The Man in Black crosses oceans, scales majestic seaside cliffs and goes to any length to save his Princess. Adventure, romance and fantasy all wrapped into one, defy genres with this enchanting summery fragrance.


text:
X-O MANOWAR VOL. 7: ARMOR HUNTERS TPB
Hunt it! Trap it! Kill it!
The Armor Hunters are the most dangerous fighters in the galaxy — unparalleled in their abilities to catch and destroy their prey. Their mission has been long and unforgiving and featured the destruction of many X-O Manowar armors from across the civilized universe. Now, for the first time, discover the brutal origin of the alien Armor Hunters and the devastation they long ago vowed to combat.
Before the Armor Hunters bring ruin to X-O Manowar and the people of Earth, join New York Times best-selling writer Robert Venditti (Green Lantern, The Flash) and red-hot artist Diego Bernard (Red Lanterns) for an all-new, standalone story arc that will reveal the stunning secret behind the universe's most elite fighting force — who they are, where they come from, and why a terrible secret from their past now threatens our present! Collecting X-O MANOWAR #26-29.
On Sale: December 10, 2014
Writer: Robert Venditti
Artist: Diego Bernard
Cover Artist: Clayton Crain
Editor: Warren Simons, Josh Johns


text:
CVD Equipment to Announce 2022 Second Quarter Results
Home / Press Releases / Announcements / CVD Equipment to Announce 2022 Second Quarter Results
August 8, 2022 Announcements, Press Releases, Quarterlies
CENTRAL ISLIP, N.Y., (Business Wire) – August 8, 2022 - CVD Equipment Corporation (NASDAQ: CVV), a leading provider of chemical vapor deposition systems, announced today that it will release its 2022 second quarter results after markets close on Monday August 15, 2022. CVD Management will hold a conference call to discuss its results at 5:00 pm (Eastern Time) that day.
To participate in the live conference call, please dial toll free (877) 407-2991 or International (201) 389-0925. A telephone replay will be available for 7 days. To access the replay, dial (877) 660-6853 or international (201) 612-7415. The replay passcode is 13732170.
A live and archived webcast of the call will also be available on the company's website at www.cvdequipment.com/events. The archived webcast will be available at the same location approximately two hours following the end of the live event.
CVD Equipment Corporation (NASDAQ: CVV) designs, develops, and manufactures a broad range of chemical vapor deposition, gas control, and other state-of-the-art equipment and process solutions used to develop and manufacture materials and coatings for research and industrial applications. This equipment is used by its customers to research, design, and manufacture these materials or coatings for aerospace engine components, medical implants, semiconductors, battery nanomaterials, solar cells, smart glass, carbon nanotubes, nanowires, LEDs, MEMS, and other applications. Through its application laboratory, the Company provides process development support and process startup assistance with the focus on enabling tomorrow's technologies™. It's wholly owned subsidiary CVD Materials Corporation provides advanced materials and metal surface treatments and coatings to serve demanding applications in the electronic, biomedical, petroleum, pharmaceutical, and many other industrial markets.
Tom McNeill, EVP & CFO
CVD Equipment Corporation Announces 73% Increased Orders for the First Half 2022
Long-Lifetime, Superhydrophobic, Free-standing Carbon Infiltrated Vertically Aligned Carbon Nanotube Structures


Total weight gain/loss: +11 lbs at my 24 week appt!
Stretch Marks? Please stay away!
The Bump: The bump is there!!
Symptoms: Get super full fast, getting winded carrying both of my babies!!! Having 2 toddlers and being pregnant the ENTIRE summer is NO joke!
Food Cravings: Puppy chow is still my love!
Anything Making Me Queasy or Sick: Nada!
Sleep: My sleep is still glorious, belly sleeping and waking up once to potty!
What I miss: Not breathing hard doing simple things!
Weddings Rings On or Off: on, I've noticed some swelling in the heat!!
Any Names Picked Out Yet: We are getting close I think!
Gender: Team green till the end!
Movement: Loving this active little baby!!
Maternity clothes: living in comfy clothes and swim suits!
Labor Signs: Starting to get BH!!
Best Moment of the Week: We got to see our little lovey yeaterday and got some face pictures!!! I'm obsessed with his/her little face!!!
Feeling: So happy that we have a healthy babe, growing great and right on track!
What I'm excited about/looking forward to: Just growing bigger and getting closer and closer to meeting our last little baby to complete our family! If I go into labor around the same time as Kaige then we have around 13 weeks left!! Wow!!


There are those who, when buying a ham, want it boned, either to keep it in a more comfortable place or to have it vacuum-packed and thus prolong its life. If you want a boneless or whole piece, in Enrique Tomás you will be able to find it. You have to know that our offer is made up of both Serrano or Iberian hams and bellota hams and ham shoulders. Find out everything we have for you!
How are our pieces boned?
The first thing to bear in mind is that all the curing we offer is first class, either Iberian or Gran Reserva, the Serrano ham that Enrique Tomás considers the first step in quality.
That said, our catalogue of boneless cuts is made up of six half-pieces: Gran Reserva ham shoulder, Iberian de cebo ham or Iberico bellota ham and Gran Reserva ham, Iberico de cebo or bellota Iberico ham. Each one is approximately 1.8 kilograms net, although it must be taken into account that the weight will be greater or smaller depending on the size of the ham or ham shoulder from which it is obtained.
We have already explained that vacuum packaging helps to delay the expiry date of food but you have to keep something in mind: once you open the package, the vacuum will be broken. A ham leg or shoulder lasts as long as it lasts, thanks in part to the fact that the bone helps to keep it in good condition, but if you remove the bone from a piece, the period of time of the piece is reduced and, therefore, once you remove it from the vacuum packaging you will have to take this aspect into account and eat it as soon as you can.
In Enrique Tomás we know that ham is not only a food, but also hides a whole culture behind it. This product is usually a regular item at any family or friend table, either at Christmas or any other important time of the year, so if you've already opened a boneless piece, you have the perfect excuse to bring all your loved ones together! Invite them to eat ham or ham shoulder first and you'll see how they all immediately agree upon. If you accompany it with a little bread, extra virgin olive oil and wine, either red or white, you will have a great time sharing unique moments! Don't give it any more thought and buy a boneless piece of a first-class ham, you'll surely repeat it!


The banking sector in Northern Ireland is regulated by the Bank of England, the Financial Conduct Authority and the Prudential Regulatory Authority of the United Kingdom.
The banking sector in Northern Ireland is a strong and well-regulated sector. Northern Ireland's banks provide generally easy access to a full range of banking and financial services including account banking, loans and structured debt, trade finance, invoice finance, foreign exchange and commodity finance.
All the major UK and Irish banks have a presence in Northern Ireland – either directly or through a local affiliate – and all are responsive to the needs of businesses with interests in both Northern Ireland and the Republic of Ireland.
The provision of banking services is generally available to business with minimal formalities. All lending decisions will be subject to credit approval and will often require some form of security or supporting guarantees to be provided if debt facilities are being sought.
There is no standard lending approach in Northern Ireland and each bank will operate its own credit and lending policies. Early engagement with your preferred bank is encouraged to ensure that all required information is provided at an early stage to ensure a smooth lending process.
In addition to the established banking sector, credit facilities can also be obtained through alternative credit providers such as asset financiers, invoice finance and trade finance specialists, mezzanine lenders and investment funds more generally. Such providers are unlikely to provide account banking services but can provide tailored credit solutions in their specialist areas. Such providers tend to be smaller in scale than their established bank counterparts but provide a specialist solution in their niche market.
The process of taking and enforcing security in Northern Ireland is relatively straightforward and Northern Ireland is considered, in common with the rest of the United Kingdom, as a creditor friendly jurisdiction in which to take and enforce security. Northern Irish law recognises the use of security trust and security agency structures. It is also generally permissible for a creditor to take security over all property and assets of a company either by way of floating charge over all of a company's property, undertaking and assets or by way of specific charges or security assignments over specific assets. Outside of insolvency, security can generally be enforced without court assistance, although certain restrictions can apply.
There are no exchange controls effective in Northern Ireland.
The UK's anti-money laundering and counter terrorist financing legislation applies equally in Northern Ireland as it does in the rest of the United Kingdom. Under that legislation, financial institutions are obliged to take steps to verify the identity of their customers and to prevent proceeds of criminal and terrorist conduct being laundered through the financial sector. The anti-money laundering and counter terrorist financing legislation which applies in the United Kingdom takes a similar approach to that which applies in the rest of the European Union and in the USA and is strictly adhered to.


American Enterprise as Viewed by the Foreign Press, with Some Interesting Facts and Figures About the Export Trade.
The American Household and Commercial Atlas of the World.
Item Details for The American Household and Commercial Atlas of the World.
ANZAC Anniversary Day. Commemorative menu and program for the First ANZAC commemoration, 25th April 1916 in London, AUTOGRAPHED by Attendees.
Bartholomew's Touring Map of New Zealand, the Edinburgh Geographical Institute.
Item Details for Bartholomew's Touring Map of New Zealand, the Edinburgh Geographical Institute.
New Zealand Engineers: Archive of WWII Photographs, Zagazig Egypt.
Item Details for New Zealand Engineers: Archive of WWII Photographs, Zagazig Egypt.
New Zealand News and Views. Magazine.
Item Details for New Zealand News and Views. Magazine.
North Island, New Zealand, Sheet 3, northeast corner from Tauranga to Dannevirke, folding map on linen.
Part North Island, Part South Island, New Zealand, from Dannevirke on the North Island to Port Robinson, folding map on linen.
Rotorua And New Zealand's Thermal Wonderland. Travel brochure.
Item Details for Rotorua And New Zealand's Thermal Wonderland. Travel brochure.
Australasia Triumphant! With the Australians and New Zealanders in the Great War on Land and Sea.
Item Details for Australasia Triumphant! With the Australians and New Zealanders in the Great War on Land and Sea.
Advertising Poster. Chinese Acrobats in Wellington New Zealand, 1939.
The Great North China Troupe. Supported by the Cream of English & Continental Vaudeville Specialties and Full Orchestra.
Carte d'Une Partie de l'Hemisphere Austral, ou Sont Indiquees les Nouvelles Decouvertes.
Item Details for Carte d'Une Partie de l'Hemisphere Austral, ou Sont Indiquees les Nouvelles Decouvertes.
Collection of Third Annual International Antarctic Treaty Services memorabilia.
Item Details for Collection of Third Annual International Antarctic Treaty Services memorabilia.
Sculpture & Design, An Outline of Maori Art.
Item Details for Sculpture & Design, An Outline of Maori Art.


Are you as happy as you could be with your business and in your life? Happiness is something people talk about, sometimes, fleetingly. It's looked at as something to have more of, certainly. But, how often do you hear the words happiness or joy in relation to business?
For most of the world those two things do not go together. However, a key ingredient to the secret sauce of a successful business is being happy!
When we were kids, most of us were happy. We didn't know there were all of these things to not be happy about. Then it starts; we were told we were too joyful and exuberant, and we begin to tone it down. We discover that laughing too loudly or too often meets with criticism and we begin to perceive all of the stress, concern and unhappiness around us and that becomes what is normal.
Have you ever noticed that when people are having a hard time, they receive empathy, kindness and comfort; but, when someone is visibly joyful the response is often, "what drug are they on?" Perhaps it's time to make happy the new normal. Happiness may not be what you think it is!
Often people think of happiness as an enthusiastic proclamation, raucous laughter, a giddiness; and, it can be expressed that way. Happiness is something we are; it is big and peaceful. Joy is the doing of happiness, an exuberant expression. Both are powerful and important to create a dynamic and fruitful business.
Why is happiness in business important?
For starters, money follows joy, joy does not follow money! This is contrary to how most people look at finances. The prevailing point of view is, "when I have money I will (fill in the blank)!" This creates a conditional relationship that you can't have happy and fully live your life until the money shows up. The catch here is that the focus on 'not enough money' will create more 'not enough'.
What we focus on we create, and happiness is a choice. If you make choices towards what is fulfilling, enjoyable and interesting to you a priority, then that becomes your focus. This sets you up to notice the possibilities for happiness that are waiting for you to choose them. The happier you are, the more enthusiasm and joy you will have with your business.
Cultivate a rich and satisfying life and living. Take a look at what really brings you happiness and joy and do more of it! When you are living a life you enjoy it is a compliment and boost to your business.
Have you fallen into the trap of making your business your life? Here is a different proposal. Let your business enhance your life and your life enhance your business. Neither one is an island separate from the other. Dissatisfaction in one area can filter into the other very quickly. Instead of making your business the source of your life, allow yourself the freedom to do what you enjoy in all areas. As you do, more money will show up.
Create your business happy: positioning yourself for the greatest possibility. Are you in a role that you enjoy? What parts of it do you have enthusiasm for? These are some questions to play with to get clarity about what will bring the most interest and enthusiasm to your work. Also, explore whether the way you work is compatible with who you are. If you are most productive in the morning, take advantage of that. If you do best with lots of time outside, allow yourself some breaks to take a quick walk or feel the sun on your face.
Start asking open-ended questions about what you really desire and be willing to shift things accordingly. It is critical to be open to change aspects of your business at any moment in order for it to thrive. Don't let boredom, dissatisfaction or frustration take root. Use the flexibility of having your own business to your advantage and allow yourself to shine.
Your point of view creates your reality. What points of view do you have that diminish your happiness? Be willing to look for the perspectives and attitudes about business and money you have. They are changeable, and you can undo the obstacles to having joy with your business.
Once you discover some of your points of view, flip them 180 degrees and explore if the opposite perspective would contribute to expanding your business and your pleasure with it. Business can be fun and you can have ease with it, even when challenges come up. It all depends on the point of view you choose to take.
Own your happy! Don't fall into the trap of being at the effect of others and their attitudes or emotions. Here is something you are not taught, but which can change everything.
You are aware, very aware. Have you ever been in a great mood then spent time with a friend who is cranky and all of a sudden you are cranky too? Guess what, you picked up on it, and suddenly it seemed like yours. When that happens, it is never yours. It is your awareness of someone or something else. Simply think, "return to sender," and tap back into what is true for you.
It goes against convention to be happy when others are not. And, let's face it, we are not living in a particularly happy world right now. Being happier than the people around us is a no-no. What if the kindest choice we can make, is to live the greatest life we can? It creates an invitation and shows people something else is possible. And, being happy is alluring; the happier you are the more people will be drawn to your business. Because it is so unique, you and your business will stand out.
Be You. This may sound obvious, after all, who else would you be? However, many entrepreneurs are trying to fit into some image they bought of what a business owner is supposed to be like. There are certain norms we accept as absolute without even realizing it. Don't buy anyone else's point of view or projections about how you should be, and how your business should run. Trust that you actually do know what choices you can make that will expand your joy and happiness.
Be willing to experiment and play with some changes. They don't have to be big ones to have a wonderful impact. When you are fully willing to be you, regardless of what anyone else thinks, it is a gift to you, your business and the world.
You started your business for a reason. There was some idea or vision for how you wanted it to be, and how you wanted to be with it. Most likely, being happier and enjoying your life more was a part of it. Are creating that fully? There is no time but the present, so make choices towards YOUR happy, whatever that looks like. It will only create something greater. And, don't judge yourself if everything doesn't go as planned or as quickly as you desire. Every choice will create an awareness of a different possibility. Choosing to be happy is having your own back in a way most people don't even realize is possible. If you keep at it, soon you will notice you have more enjoyment and satisfaction, and both you and your business will thrive.
Gabrielle Vena is a life coach and business mentor with a background in counseling psychology and psychotherapy. She is a certified facilitator of several Access Consciousness® special programs, including Being You and Joy of Business and is a certified practitioner in Reiki and Integrative Energy Therapy.


text:
using System.ComponentModel;

namespace LinqAn.Google.Dimensions
{
	/// <summary>
	/// 	The name for the requested custom variable.
	/// </summary>
	[Description("The name for the requested custom variable.")]
	public class CustomVarName18: Dimension
	{
		/// <summary>
		/// 	Instantiates a <seealso cref="CustomVarName18" />.
		/// </summary>
		public CustomVarName18(): base("Custom Variable (Key 18)",true,"ga:customVarName18")
		{

		}
	}
}

redpajama_set_name: RedPajamaGithub


THE Labor Party wants to use the $5 billion Northern Australian Infrastructure Facility to accelerate fracking for onshore gas in the NT.
Record high natural gas demand and production highlighted FERC's 2018 State of the Markets report.
Britain needs to look open for business just as politics and the public have become less amenable.
As Mexico's proven natural gas and crude reserves fall ever rapidly, analysts point to a "black hole" that is tied and bound in the red tape of bureaucracy.
Jay Inslee is goading his rivals for the 2020 Democratic presidentialnomination to back his bid for a primary debate exclusively focused on climatechange.
Total investment in Ohio's resource rich shale energy sector has reached $74 billion since tracking began in 2011, according to a Cleveland State Univ.


text:
Pharmacists' Attitudes Toward and Practices With Adolescents
Lee Ann E. Conard, RPh, DO, MPH; J. Dennis Fortenberry, MD, MS; Margaret J. Blythe, MD; et al Donald P. Orr, MD
From the Department of Pediatrics, West Virginia University, Morgantown (Dr Conard); and Section of Adolescent Medicine, Indiana University School of Medicine, Indianapolis (Drs Fortenberry, Blythe, and Orr).
Arch Pediatr Adolesc Med. 2003;157(4):361-365. doi:10.1001/archpedi.157.4.361
Pharmacist Partners in the Care of Children and Adolescents
Jacqueline Gardner, PhD; Ryan Oftebro
Background Adolescents often face barriers to health care. As pharmacists' scope of practice expands, they may be in positions to decrease barriers to care for adolescents.
Objective To describe pharmacists' attitudes toward and practices with adolescents.
Design Cross-sectional self-administered survey of chief pharmacists at 1361 Indiana pharmacies. Survey items inquired about sociodemographic variables, adolescent-specific pharmacy practices, and training in adolescent health issues.
Setting All active, licensed pharmacies in Indiana were surveyed.
Participants Nine hundred forty-eight surveys (70%) were returned. Sixty-five percent of responding pharmacists were male, 54% were younger than 45 years, and 58% had been practicing for more than 15 years; 47% practiced in areas with fewer than 30 000 people.
Main Outcome Measures Pharmacists' attitudes toward and practices with adolescents.
Results The majority of pharmacists (94%) dispensed prescriptions for adolescents, but 57% felt inadequately trained in adolescent-specific issues. Forty-eight percent of pharmacies did not dispense emergency contraception. Pharmacists were more likely to report dispensing contraceptives directly to 17-year-olds than to 14-year-olds, and were more likely to report contacting a parent or provider before dispensing contraceptives to 14-year-olds.
Conclusions Adolescents often require pharmacy services, but many pharmacists feel inadequately trained in adolescent-specific issues. Confidentiality may not be maintained by all members of the health care team, and a prescription may be refused by the receiving pharmacist. Younger adolescents may face more barriers to care than older adolescents. Increasing pharmacists' knowledge and skills in adolescent issues, especially confidentiality, may decrease barriers to care and improve adolescent health outcomes.
PHARMACISTS' SCOPE of practice is expanding to include roles as pharmaceutical care providers. Pharmaceutical care is patient-centered, outcome-oriented pharmacy practice that is designed to assess, initiate, monitor, and modify medication to ensure that drug therapy regimens are safe and effective. Many contemporary pharmacists enter into collaborative care agreements with physicians, where pharmacists complete some patient management responsibilities traditionally conducted by physicians.1 This expanding role of pharmacists creates opportunities for them to assist in the provision of several types of health services for adolescents.
Pharmacists are in a unique position to assist adolescents during the developmental process, which includes assuming increased health care autonomy, often requiring confidential services. As consumers of pharmacy services, adolescents have unique needs that may go unmet. Pharmacists are visible, accessible professionals, and may represent the only or last encounter between an adolescent and a member of the health care team.
Few studies address pharmacists' training in adolescent health or their interactions with adolescent patients. Many pharmacists may have misinformation about medications such as emergency contraception that should be available for adolescents. A recent survey reported that 50% of pharmacists judged emergency contraception to be unsafe for adolescents, 50% believed contraceptive pills cause birth defects if taken during pregnancy, and 55% agreed that repeated use of emergency contraception may pose health risks.2 Even among pharmacists adequately trained to provide emergency contraception, many report inadequate training in dealing with parents' inquiries about provision of emergency contraceptive services to their children.3 Adequate training in consent and confidentiality issues, as well as training about health products used by adolescents, is especially important as pharmacists' scope of practice continues to increase.4
We sought to describe pharmacists' attitudes, dispensing practices, and perceived adequacy of training related to adolescent patients. Specific attention was given to provision of reproductive health services such as contraceptives. Such information is necessary to identify relevant issues in adolescent health needed for the education and training of pharmacists.
A list of licensed pharmacies was purchased from the Indiana Health Professions Bureau. Pharmacies identified as "closed" were excluded. Pharmacies with 2 or more licenses received only one set of study materials. Study materials were mailed to the "chief pharmacist" at 1361 active, licensed pharmacies. A cover letter described the purpose of the research and assured anonymity. Written, informed consent was not obtained because the respondents remained anonymous and survey return was accepted as consent. The research protocol was approved by the Indiana University/Purdue University at Indianapolis and Clarian Institutional Review Board.
Survey items were developed by a licensed pharmacist-physician (L.A.E.C.) and pilot tested with 5 pharmacists working in varied practice settings. The instrument was revised after pilot testing, primarily to improve focus and clarity. A token $1 incentive was included in each survey. An initial survey mailing was followed by a second mailing (3 weeks later) to initial nonresponders. No information was available for nonresponders.
The survey instrument assessed pharmacy characteristics, responding pharmacist characteristics, and pharmacists' dispensing practices with adolescent patients. Pharmacy characteristics included population of the town or city of the pharmacy, provision of direct patient services, type of patients served (inpatients or outpatients), availability of private counseling space, and frequency of prescription dispensing to adolescents.
Responding pharmacist characteristics included age, sex, most advanced pharmacy degree (eg, bachelor's degree or doctor of pharmacy), years in pharmacy practice, and perceived adequacy of training in adolescent health issues. Additional items assessed attitudes and practices about contraceptive dispensing for adolescent clients. Pharmacists were asked about practices regarding dispensing emergency contraception, types of emergency contraception stocked, and level of comfort in dispensing emergency contraception to adolescents. In addition, pharmacists were asked how often adolescents ask questions about prescription medications, over-the-counter preparations, and medical devices.
Practices related to reproductive health services with adolescents were assessed by means of 4 case scenarios. In each scenario, a young woman entered the pharmacy alone with one of the following prescriptions: Ortho-Cyclen (ethinyl estradiol and norgestimate; Ortho Pharmaceutical Corp, Raritan, NJ), a common oral contraceptive; Ovral (ethinyl estradiol and norgestrel; Wyeth Pharmaceuticals, Philadelphia, Pa), an oral contraceptive in emergency contraception dosing; Premarin (conjugated estrogens; Wyeth Pharmaceuticals) for breakthrough bleeding with injectable progestin contraceptives; or Accutane (isotretinoin; Roche Pharmaceuticals, Nutley, NJ), an acne medication with known teratogenicity. This study was completed before recent changes in Accutane dispensing, known as the System to Manage Accutane Related Teratogenicity (SMART), were put into effect. With the SMART program, physicians who prescribe Accutane must have completed a training program and must place a sticker on an Accutane prescription to notify the pharmacist that a female patient meets the criteria to be treated with Accutane (including having 2 negative pregnancy tests and using 2 forms of birth control).5 Trade names were used instead of generic names, since there are many generic formulations available for some of the products. Also, many prescriptions are written by trade name. For each scenario, pharmacists were asked to report separately for a 14-year-old patient and a 17-year-old patient. Response alternatives for each scenario included "dispense," "contact the parent or ask that the parent pick up the prescription," or "contact the provider prior to dispensing." Additional space for explanation or comment was provided for each scenario.
Ten percent of the surveys were double-entered as an accuracy check. No errors were noted. The double entries were not used in the data set. Initial data analyses included inspection for outliers, obvious data entry errors, and univariate distributions. Data analyses were conducted with SPSS (SPSS Inc, Chicago, Ill). Summary statistics and associations between categorical variables were determined by the Pearson χ2. Statistical significance was defined as P<.05.
Of the 1361 mailed surveys, 956 were completed and returned. Eight returned surveys were duplicates and were excluded, leaving a final sample of 948 (response rate of 70%). Among nonresponses, 41 surveys were returned uncompleted and 15 were returned as undeliverable; 349 surveys were not returned.
Forty-seven percent of the pharmacies were located in an area with a population less than 30 000. Ninety-three percent of pharmacists reported direct patient contact, and 94% filled prescriptions for adolescent patients. Eighty-eight percent reported dispensing medication to outpatients and 17% reported dispensing to inpatients. Forty-seven percent reported lack of private space for confidential discussions with patients (data not shown).
Sixty-five percent of the respondents were male, and 54% were younger than 45 years. Race and ethnicity were not surveyed. Fifty-eight percent had been practicing pharmacy for more than 15 years, and most (89%) reported a bachelor's degree in pharmacy as their most advanced degree (Table 1).
Demographic Characteristics of Pharmacists
Several survey items addressed training around adolescent issues. Respondents were asked if they felt that they had been well trained in certain areas in pharmacy school (Table 2). Thirteen percent agreed that they had been well trained in adolescent-specific issues, 7% agreed that they had been well trained in adolescent consent issues, and 23% agreed that they had been well trained in adolescent confidentiality issues. Pharmacists younger than 45 years were more likely to agree that they had been well trained in adolescent-specific issues (χ2 = 55.9, P<.001), adolescent consent issues (χ2 = 32.7, P<.001), and adolescent confidentiality issues (χ2 = 55.3, P<.001). There were no differences in response on the basis of sex or population where the site was located.
Attitudes Toward Training in Adolescent Care*
Forty-eight percent of pharmacies did not dispense emergency contraception in any form. Forty-eight percent stocked oral contraceptives for use as emergency contraception, and 22% stocked more than one type of emergency contraception (usually oral contraceptives and one or more specific brands of emergency contraceptives). Pharmacists younger than 45 years were significantly more likely to state that they dispensed emergency contraception (χ2 = 23.7, P<.001). There was no difference in response based on sex or population where the site was located. Of the 59% of pharmacists who stated that they dispensed emergency contraception to adolescents, only 17% never felt uncomfortable doing so. There was no difference in response based on age, sex, or population where the site was located (data not shown).
Pharmacists were asked how often adolescents ask questions about prescription medications, over-the-counter preparations, and medical devices (such as home pregnancy test kits, blood glucose–monitoring machines, condoms, douches, and blood pressure cuffs). Forty-three percent stated that adolescents sometimes or often ask questions about prescription medications (Table 3). Male pharmacists were significantly more likely than female pharmacists to believe that adolescents ask questions about their prescriptions (χ2 = 8.2, P = .04). This response did not differ by age of the pharmacist or population where the site was located.
Pharmacists' Perceptions of Adolescents' Question Asking
Fifty percent stated that adolescents sometimes or often ask questions about over-the-counter products. This response differed by the pharmacist's sex (χ2 = 13.4, P = .009) and population (χ2 = 28.9, P = .004), but not by pharmacist's age. Male pharmacists were again more likely than female pharmacists to believe that adolescents ask questions. Pharmacists in less-populated areas were more likely to say that adolescents ask questions about over-the-counter products.
Only 29% of pharmacists stated that adolescents sometimes or often ask about medical devices. This response differed by population (χ2 = 35.6, P<.001) but not by pharmacist's age or sex. Again, pharmacists in rural areas were more likely to believe that adolescents ask questions. For both over-the-counter preparations and medical devices, pharmacists in areas where the population was greater than 100 000 were more likely to say that they do not sell these products.
The case scenarios indicated that pharmacists were significantly more likely to dispense contraceptives and reproductive health–related products directly to 17-year-olds than to 14-year-olds and were significantly more likely to contact a parent before dispensing these medications to 14-year-olds (Table 4). Nine percent of respondents would contact a parent before dispensing Ortho-Cyclen to a 14-year-old, 11% before dispensing Ovral, and 9% before dispensing Premarin. Three percent would contact a parent before dispensing Ortho-Cyclen to a 17-year-old, 6% before dispensing Ovral, and 4% before dispensing Premarin.
Case Scenario Responses*
Thirty-five percent of respondents would contact the provider before dispensing Premarin to a 17-year-old and 40% would contact before dispensing to a 14-year-old. However, only 11% would contact the provider before dispensing Accutane to a 17-year-old and 14% would contact before dispensing to a 14-year-old. This is despite the fact that the teratogenicity of Accutane is much greater than that of Premarin.
The majority of pharmacists responding to the survey fill prescriptions for adolescent patients. Pharmacists perceive that adolescents use pharmacies to receive prescription medications, but are less likely to use pharmacy services such as medication counseling and drug or medical device information. A substantial proportion reported inadequate levels of training in issues regarding adolescent health care. Emergency contraception is unavailable in many pharmacies, and prescriptions for these medications may be refused by pharmacists. Of pharmacists who do stock and dispense emergency contraception to adolescent women, many feel uncomfortable providing this service. In addition, we found that adolescents—especially younger adolescents—may encounter significant barriers in confidentially obtaining prescription contraceptive products.
The National Center for Health Statistics reports that about 8% of ambulatory visits are by adolescents. Medication is prescribed at 58% of those visits, with 32% receiving 1 medication, 17% receiving 2 medications, and 9% receiving 3 or more medications.6 Adolescents are also frequent users of nonprescription medications and devices. Fifty-nine percent of older adolescents report use of 1 or more nonprescription medications in the previous week.7 Many pharmacists report that discussion of nonprescription medications and devices is a common professional activity. For example, 67% state that they counsel about acne medications at least monthly, with an average of 6.6 discussions per month. Sixty-six percent advise patients about pregnancy or ovulation test kits each month, with an average of 4.0 discussions.8 Adolescents use medical devices such as home pregnancy test kits.9 Of sexually active young women (ages 13-19 years) who were surveyed at an adolescent health clinic, 34% had used a home pregnancy test. Of those with a negative test, 48% did not confirm the result. Reasons that young women had never used a home pregnancy test kit included embarrassment about buying the test (13.5%), not knowing how to use the test (10.3%), and not trusting the result (30.5%).9
In our study, pharmacists stated that they were asked questions about prescription medications, over-the-counter preparations, and medical devices, but less frequently than in earlier studies of adult populations. One reason adolescents may be reluctant to ask questions is that less than half of pharmacies surveyed had private space available for confidential discussions with patients. It was also noted that pharmacists responded differently to perceived question asking for over-the-counter medications and medical devices on the basis of population where the site was located. One potential explanation is that specialty pharmacies with limited over-the-counter items (eg, hospital pharmacies and home care pharmacies) are more likely to be located in areas with larger populations.
Pharmacists' widening scope of practice may be accompanied by expanded prescribing authority. In at least 35 states, pharmacists have collaborative practice agreements that may involve approving refills and initiating and changing certain medication regimens (Kristina E. Lunner, American Society of Health System Pharmacists, oral communication, May 28, 2002). In some states, pharmacists are able to prescribe emergency contraception and thus may be asked to dispense these medications to adolescents. According to data from our study, some pharmacists may be unwilling to prescribe emergency contraception even if legally allowed.
Indiana law, like that in many states, does not address provision of contraception to minors, but does allow confidential diagnosis and treatment of sexually transmitted diseases for adolescents regardless of age. In addition to local laws surrounding provision of care to adolescents, health care providers of all disciplines are confronted with complex ethical issues related to adolescent health care, especially for reproductive health services. The Pharmacist Conscience Clause was set forth by the American Pharmaceutical Association in recognition of these and related issues.10 The Conscience Clause states that pharmacists have a right to exercise conscientious refusal of service. The clause also supports the establishment of systems to ensure patients' access to legally prescribed therapy without compromising the pharmacist's right of refusal. However, refusal is likely to serve as a barrier to access for adolescents, especially when emergency contraception is not universally available.
Providers should realize that confidentiality may not be maintained by all members of the health care team, and that a prescription may be refused by the receiving pharmacist. Education of pharmacists, physicians, and adolescents about adolescent health issues may decrease barriers to care for adolescent patients. Increasing pharmacists' comfort with adolescent issues may increase both the quality and frequency of interactions.
For adolescent patients, pharmacists may help to improve compliance and optimize therapy by understanding adolescent needs and anticipating some of the concerns that they may have about their medications. Pharmacists can also help to decrease adverse effects and drug interactions by knowing the adolescent's history, including other medications (both prescribed and nonprescribed), type of activities in which the teen is participating, and pregnancy status.
Several limitations of the study should be noted as the results are considered. The majority of respondents were men who had been in practice for longer than 15 years. This is not surprising, since the survey was directed to the chief pharmacist at each site. We believed that the chief pharmacists would be responsible for policies and procedures at their site. We chose to survey a single pharmacist in each licensed pharmacy rather than each pharmacist in the state. Our rationale for this choice was concern about nonindependence of responses from pharmacists working within single pharmacies or those working for large companies governed by corporate policies and guidelines. Our response rate was 70%. Although this is an excellent response rate for a mailed survey, nonrespondents may systematically differ from those who completed the survey. Thus, the survey does not represent all pharmacists, but certainly addresses a broad cross section of pharmacies in Indiana.
Many of the pharmacists surveyed indicated interest in learning more about adolescent health care issues and requested continuing-education modules. Improving pharmacists' training in adolescent health care and increasing adolescents' knowledge of pharmacists may improve interactions between pharmacists and adolescents. The pharmacist is an integral part of the health care team, and we suggest that the role of pharmacists in adolescent health receive increased attention, both during pharmacy training and in postgraduate forums. This may ultimately lead to decreased barriers to care and improved health outcomes for adolescents.
Corresponding author and reprints: Lee Ann E. Conard, RPh, DO, MPH, Department of Pediatrics, West Virginia University, PO Box 9214, Morgantown, WV 26508 (e-mail: lconard@hsc.wvu.edu).
Accepted for publication October 30, 2002.
This study was supported in part by grant T71 MC0008 from Health Resources and Services Administration, Maternal and Child Health Bureau (Rockville, Md).
This study was presented in part at the annual meeting of the Society for Adolescent Medicine, Boston, Mass, March 7, 2002.
Pharmacists' scope of practice is increasing, and pharmacists have interactions with adolescents. Although there is very little information available on the interactions between pharmacists and adolescents, several studies have suggested that pharmacists may be uncomfortable with or lack knowledge about issues that occur with adolescents as they proceed through the developmental process. This study was done to describe pharmacists' attitudes and practices with adolescents.
This study adds a description of these attitudes and practices with adolescents around contemporary issues of pharmaceutical care, contraceptive care, and emergency contraception. The study also shows that emergency contraception is largely unavailable, and that confidentiality may not be maintained by all members of the health care team. Educating all members of the health care team about adolescent development, confidentiality, and medications commonly used in this age group may improve access to care for adolescents.
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Adolescent Medicine Clinical Pharmacy and Pharmacology Pediatrics Gynecology Women's Health Obstetrics and Gynecology
Conard LAE, Fortenberry JD, Blythe MJ, Orr DP. Pharmacists' Attitudes Toward and Practices With Adolescents. Arch Pediatr Adolesc Med. 2003;157(4):361–365. doi:10.1001/archpedi.157.4.361