Glossary

"Countries in Sub-Saharan Africa have weathered the global crisis better than expected…The region appears to be staging a robust recovery."
-The World Bank, 2011

Accredited Investor: A term used in the United States SEC to define investors that are financially sophisticated. Accredited investors have no need for the protection provided by certain government filings and regulatory bodies. They are also known as a qualified purchaser.

Acquisition: When one company purchases a majority interest in another business entity.

Angel Investor: A financial backer providing venture capital funds for small startups or entrepreneurs.

Blank Check Company: A company in a developmental stage that doesn't have an established business plan or has a business plan that revolves around a merger or an acquisition of another firm.

Bond: A debt investment, with which the investor loans money to the issuer (company or government) that borrows the funds for a defined period of time at a specified interest rate.

Bourse:Any European or African stock exchange.

Broker: An individual or firm that charges a fee or commission for executing buy and sell orders submitted by an investor.

Broker-Dealer: A firm (or sometimes a person) in the business of buying and selling securities operating as both a broker and dealer depending on the transaction.

Brokerage Firm: A financial intermediary that performs a variety of services such as: Underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Business Consultant: A person who facilitates organizational change and/or provides subject matter expertise on technical, functional and business topics during development or implementation.

Business Consulting: An act of facilitating organizational change and/or providing subject matter expertise on technical, functional and business topics during development or implementation.

Business Finance: To lend money or finances primarily to businesses.

BVMAC: The BVMAC is a regional stock exchange that serves the Central African Republic, Tchad, Congo, Equatorial Guinea and Gabon. Cameroon is served by the Douala Stock Exchange, DSX. There are 29 exchanges in Africa, representing 38 nation's capital markets.

Capital Markets: Markets where capital, such as stocks and bonds, are traded.

Capital Stock: The common and preferred stock a company is authorized to issue, according to their corporate charter.

Consultant: A person who facilitates organizational change and/or provides subject matter expertise on technical, functional and business topics during development or implementation.

Corporate Finance: Any financial or monetary activity that deals with a company and its money.

Corporate Finance Consultant: A person who facilitates organizational change and/or provides subject matter expertise on technical, functional and business topics during development or implementation.

Corporate Governance: 1. The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. 2. A generic term which describes the ways in which rights and responsibilities are shared between the various corporate participants, especially the management and the shareholders.

Debt Private Placement: Raising of funds via private rather than public placement. The result is the sale of securities to a relatively small number of investors

Depository Company: A company that acts like a clearing house to settle trades in corporate and municipal securities.

DPO (Direct Public Offering): Offering securities directly without a brokerage firm; this is far less common. Typically companies offer securities through brokerage and investment banking firms.

Douala Stock Exchange: Douala Stock Exchange is the sole agent, operator of the public service of the Securities Exchange of Cameroon, based at Douala. DSX has been established on December 2001.

Electronic Communication Network (ECN): An electronic system that attempts to eliminate the role of a third party in the execution of orders entered by an exchange market maker or an over-the-counter market maker, and permits such orders to be entirely or partly executed.

Equity: 1. Stock or any other security representing an ownership interest. : 2. On the balance sheet, the amount of the funds contributed by the owners (the stockholders) plus the retained earnings (or losses); also referred to as "shareholder's equity". : 3. In the context of margin trading, refers to the value of securities in a margin account minus what has been borrowed from the brokerage. : 4. In real estate, refers to the difference between the current market value of the property and the amount the property owner still owes on the mortgage. Thus, it is the amount, if any, the owner would receive after selling a property and paying off the mortgage.

Equity Capital: Capital raised from owners.

Equity Offering: An offering of a security (stock).

Equity Private Placement: Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors

Finance: Any financial or monetary activity, either debt or equity.

Financial: Any activity that relates to finance, either debt or equity

FINRA: United States Financial Industry Regulatory Authority. Successor of the NASD, was created in July 2007 when the National Association of Securities Dealers (NASD) merged with the self-regulatory functions of the New York Stock Exchange (NYSE).

Forward Triangular Merger: A type of merger that occurs when the subsidiary of the acquiring corporation merges with the target firm

FTSE: A company that specializes in index calculation. Although not part of a stock exchange, co-owners include the London Stock Exchange and the Financial Times

Going Public: The process of selling shares that were formerly privately held to new investors for the first time;otherwise known as an initial public offering (IPO)

Holding Company: A parent corporation that owns enough voting stock in another corporation to control its board of directors (and, therefore, controls its policies and management).

Horizontal Merger: A merger occurring between companies producing similar goods or offering similar services.

Indication of Interest (IOI): An underwriting expression showing a conditional, non-binding interest in buying a security that is currently in registration (awaiting effectiveness by the SEC). The investor's broker is required to provide the investor with a preliminary prospectus.

Investment Bank (IB): A financial intermediary that performs a variety of services. This includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Investment Banker: A financial intermediary that performs a variety of services. This includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Investment Banking: A financial intermediary that performs a variety of services. This includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Investor Relations: 1. A department, present in most medium to large public companies, that provides investors with an accurate account of the affairs of the company. This helps investors to make informed buy or sell decisions. : 2. A department within a public company that distributes information about the company and its financial performance to existing and potential shareholders.

IPO (Initial Public Offering): The first sale of stock by a private company to the public. IPOs are often smaller, younger companies seeking capital to expand their business.

Joint Venture: The cooperation of two or more individuals or businesses--each agreeing to share profit, loss and control--in a specific enterprise.

Leverage Buyout: A strategy involving the acquisition of another company using borrowed money (bonds or loans). The acquiring company uses its own assets as collateral for the loan in hopes that the future cash flows will cover the loan payments.

Leveraged Finance: Leveraged finance is funding a company or business unit with more debt than would be considered normal for that company or industry. More-than-normal debt implies that the funding is riskier, and therefore more costly, than normal borrowing. As a result, leveraged finance is commonly employed to achieve a specific, often temporary objective: to make an acquisition, to effect a buy-out, to repurchase shares or fund a one-time dividend, or to invest in a self-sustaining cash-generating asset.

Listing: 1: The acceptance of a security for trading on a registered exchange. 2: A written agreement between a real estate owner and an agent authorizing the agent to search for a buyer for the property.

Listed Security: Securities that have been accepted for trading purposes by a recognized and regulated exchange

Listing Requirements: The requirements to trade on exchanges such NYSE, AMEX, BVMAC, DSX, etc.

London Interbank Bid Rate : LIBID: This is the rate bid by banks on eurocurrency deposits.

London Stock Exchange (LSE): The primary stock exchange in the United Kingdom (U.K.) and the largest in Europe. Originated in 1773, the U.K.'s six regional exchanges joined together in 1973 to form the Stock Exchange of Great Britain and Ireland, later renamed the London Stock Exchange (LSE). The Financial Times Stock Exchange (FTSE) 100 Index, otherwise known as the "Footsie", is the dominant index, which contains 100 of the top blue-chips stocks on the exchange.

M & A Consultant: A person who consultant pertaining to mergers and acquisitions.

M&A Firm: A firm that consults on the merging and acquiring of other corporations.

Market: 1. Typically refers to the equity market where stocks are traded, but can also refer to the bond, options, or commodity market. : 2. People with the desire and ability to buy a specific product.

Market Arbitrage: Purchasing and selling the same security at the same time in different markets to take advantage of a price difference between the two separate markets.

Market Maker: A broker-dealer firm that facilitates trading in a security. Each market maker competes for customer order flow by displaying buy and sell quotes

Merchant Bank: A bank that deals mostly in (but is not limited to) international finance, long-term loans for companies and underwriting. Merchant banks do not provide regular banking services to the general public.

Merger: The combining of two or more companies, generally by offering the stockholders of one company securities in the acquiring company in exchange for the surrender of their stock.

Merger and Acquisition (M & A): The merging and acquiring of corporations.

Mergers and Acquisitions Consultant: A person who consultant pertaining to mergers and acquisitions.

Mergers and Acquisitions Firm: A firm that consults on the merging and acquiring of other corporations.

Mezzanine Financing: A hybrid of debt and equity financing. It is typically used to finance the expansion of existing companies and is basically debt capital that gives the lender the rights to convert to an ownership or equity interest in the company if the loan is not paid back in time and in full. It is generally subordinated to debt provided by senior lenders such as banks and venture capital companies. Since mezzanine financing is usually provided to the borrower very quickly with little due diligence (on the part of the lender) and little or no collateral (on the part of the borrower), this type of financing is aggressively priced with the lender seeking a return in the 20%-30% range.

Micro-cap: Micro cap refers to a company with a market capitalization of between $ 50 million to $ 300 million.

Nano-Cap: In the United States, small public company with a market capitalization below $ 50 million.

NASD (National Association of Securities Dealers): A U.S. securities industry organization responsible for the operation and regulation of the Nasdaq stock market and over-the-counter markets. They also administrate exams for investment professionals, such as the series 7 exam. It has now been replaced by FINRA (Financial Industry Regulatory Authority)

Nasdaq: Created in 1971, the Nasdaq was the world's first electronic stock market. The Nasdaq is a computerized system that facilitates trading and provides price quotations on some 5,000 of the more actively traded over-the-counter stocks. The term "Nasdaq" used to be capitalized "NASDAQ" as an acronym for National Association of Securities Dealers Automated Quotation. In recent times, the acronym was dropped, and Nasdaq is now used as a proper noun.

Nasdaq National Market: consists of over 3000 companies that have a national or international shareholder base, meet stringent financial requirements, and agree to specific corporate governance standards

Nasdaq Smallcap Market: consists of smaller companies with less stringent listing and financial requirement that those of the Nasdaq National Market. It has over 2000 companies

Nasdaq Listing: The process of having a company's securities trading on Nasdaq, a computerized system that facilitates trading and provides price quotations on some 5,000 of the more actively traded over-the-counter stocks.

Net Asset Value:NAV: 1. In the context of mutual funds, the total value of the fund's portfolio less liabilities. The NAV is usually calculated on a daily basis. : 2. In terms of corporate valuations, the book value of assets less liabilities.

Net Asset Value Per Share:NAVPS: 1. The value of a mutual fund share. Calculated by dividing the total net asset value of the fund by its number of outstanding shares.: 2. A fundamental analysis indicator that gives an estimate of the value of a fund's shares after all assets are sold and all liabilities are paid off.

Net Income:NI: An individual or company's total earnings, reflecting revenues adjusted for costs of doing business, depreciation, interest, taxes, and other expenses.

Net Tangible Assets: Calculated as the total assets of a company, minus any intangible assets such as goodwill, patents and trademarks, less all liabilities and the par value of preferred stock. Also known as "net asset value" or "book value".

New Issue: The event of a security being sold to the public for the first time.

New York Stock Exchange (NYSE): A corporation, operated by a board of directors, responsible for listing securities, setting policies, and supervising the stock exchange and its member activities. The NYSE also oversees the transfer of members' seats on the Exchange, judging whether a potential applicant is qualified to be a specialist.

NYSE: New York Stock Exchange.

Offering: An offering of stocks or bonds.

Offering Circular: An abbreviated prospectus for a new security listing. Delivered to individuals and brokerage houses, these documents are issued to arouse interest in the new issue.

Offering Memorandum: A legal document stating the objectives, risks, and terms of investment involved with a private placement

Online Trading: Making trades via the Internet.

Open End Fund: A mutual fund that continues to sell shares to investors, and will buy back shares when investors wish to sell.

OTC (Over The Counter): An electronic trading service offered by the National Association of Security Dealers (NASD) that shows real-time quotes, last-sale prices, and volume information for over-the-counter (OTC) equity securities. OTC securities include newer small cap companies, national, regional and foreign equity issues, warrants, units, American Depositary Receipts (ADRs) and Direct Participation Programs (DPPs).

OTC Bulletin Board: An electronic trading service offered by the National Association of Security Dealers (NASD) that shows real-time quotes, last-sale prices, and volume information for over-the-counter (OTC) equity securities. OTC securities include newer small cap companies, national, regional and foreign equity issues, warrants, units, American Depositary Receipts (ADRs) and Direct Participation Programs (DPPs).

OTC Bulletin Board Listing: The process having a company's securities eligible for trading on the over the counter bulletin board.

OTC Options: Exotic options traded on the over-the-counter market, where participants can choose the characteristics of the options traded.

Over the Counter Listing: The process having a company's securities eligible for trading on the over the counter bulletin board.

Penny Stock: A stock which sells for less than one dollar per share (or in some cases, less than five dollars per share). Penny stocks are almost always small cap stocks, but the reverse isn't necessarily true. They are traded on the United States OTC Bulletin Board and the Pink Sheets.

Penny Stock List: A list of stock that sells for less than CFA 1 a share but may also rise to as much as CFA 10/share as a result of heavy promotion just drop again at or bellow original price. Penny stocks are highly speculative. All penny stocks in the United States are traded OTC or on the pink sheets.

Pink Sheets: A daily publication compiled by the United States National Quotation Bureau containing price quotations for over-the-counter stocks. Unlike companies on a stock exchange, companies quoted on the pink sheets system are not required to meet minimum requirements or file with the SEC.

Preferred Stock: A class of ownership in a corporation with a stated dividend that must be paid before dividends to common stock holders. Preferred stock does not usually have voting rights.

Price-Earnings Ratio: P/E Ratio: A valuation ratio of a company's current share price compared to its per-share earnings.

Private Company: A company whose ownership is private; its stock is not traded on an exchange. Private companies do not need to meet filing requirements of public companies.

Private Equity: When equity capital is made available to companies or investors from private sources.

Private Placement: Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors.

Private Placement Memorandum: Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors.

Private Placement Offering: Raising of capital via private rather than public placement. The result is the sale of securities to a relatively small number of investors.

Prospectus: 1. A formal legal document describing details of a corporation. The prospectus is generally created for a proposed offering (usually an IPO), but they can still be obtained from existing businesses as well. The prospectus includes company facts that are vitally important to potential investors. : 2. In this case of mutual funds, a prospectus describes the fund's objectives, history, manager background, and financial statements.

Proxy: A formal document signed by a shareholder to authorize another shareholder, or commonly the company's management, to vote the holder's shares at the annual meeting.

Publicly Traded Company: A public corporation; a corporation which stock is traded on an exchange

Raising Money: Process of obtaining additional capitalization or funding.

Red Herring: A preliminary registration statement that must be filed with the SEC describing a new issue of stock (IPO) and the prospects of the issuing company.

Regional Stock Exchange: In Africa, an exchange that serves several countries. In the United States, any exchange that resides beyond the country's main financial center.

Registered Investment Advisor (RIA): In the United States, an advisor, registered with the Securities and Exchange Commission, who manages the investments of others.

Registered Representative: In the United States, a person who works for a brokerage company that is licensed by the Security and Exchange Commission (SEC) and acts as an account executive for clients trading investment products such as stocks, bonds and mutual funds. Also known as an "account executive".

Registration Statement: A carefully prepared set of documents, including a prospectus, which is filed with the regulator prior to an initial public offering.

Restricted Stock: Stocks generally held by insiders and that are under some other kind of sales restriction. Restricted stock must be traded in compliance with special regulations.

Retail Investor: Individual investors who buy and sell securities for their own account ( not for another company or organization).

Reverse Stock Split: A reduction in the number of a corporation's shares outstanding that increases the par value of its stock or its earnings per share. The market value of the total number of shares (market capitalization) remains the same.

Reverse Takeover or "RTO": 1. The buying out of larger company by a smaller company. : 2. The purchasing of a public company by a private company.

Reverse Triangular Merger: When the subsidiary of the acquiring corporation merges with the target firm. In this case, the subsidiary's equity merges with the target firm's stock. As a result of the merger, the target would become a wholly-owned subsidiary of the acquirer and shareholders of the target would get shares of the acquirer.

Road Show: A presentation by an issuer of securities to potential buyers. It is intended to create interest in the securities.

SEC: (United States)Securities and Exchange Commission

Secondary Market: A market in which an investor purchases an asset from another investor, rather than an issuing corporation.

Secondary Offering: A sale of securities in which one or more major stockholders in a company sell all or a large portion of their holdings. The underwriting proceeds are paid to the stockholders, rather than to the corporation.

Securities / Security: An instrument representing ownership (stocks), a debt agreement (bonds), or the rights to ownership (derivatives).

Shareholder: Any person, company, or other institution that owns at least 1 share in a company. A shareholder may also be referred to as a stockholder.

Shareholder's Equity: A firms total assets minus its total liabilities, or equivalently, share capital plus retained earnings minus treasury shares. It is the amount of the company that is financed through common and preferred shares.

Shares: Certificates representing ownership in a corporation; also means Stocks or Equity

Shell Company: A legal entity that is separate and distinct from its owners. Corporations enjoy most of the rights and responsibilities that an individual possesses; that is, a corporation has the right to enter into contracts, loan and borrow money, sue and be sued, hire employees, own assets and pay taxes. The most important aspect of a corporation is limited liability. That is, shareholders have the right to participate in the profits, through dividends and/or the appreciation of stock, but are not held personally liable for the company's debts.

Shell Corporation: A corporation without active business operations or significant assets.

Shells: A public corporation that is called a "shell" since all that exists of the original company is its corporate shell structure and shareholders. It has no business operation or significant assets.

Stock: Also known as shares, or equity. A type of security that signifies ownership in a corporation and represents a claim on part of the corporation's assets and earnings. There are two main types of stock: common and preferred. Common stock usually entitles the owner the right to vote at shareholder meetings and to receive dividends that the company has declared. Preferred stock generally does not have voting rights, but has a higher claim on assets and earnings than the common shares. Owners of preferred stock receive dividends before common shareholders and have priority in the event a company goes bankrupt and is liquidated.

Spinoff: A new, independent company created through selling or distributing new shares for an existing part of another company.

Stock Brokerage: Financial intermediation that includes underwriting, acting as an intermediary between an issuer of securities and the investing public, facilitating mergers and other corporate reorganizations.

Stock Listing Requirements: The requirements to trade on an exchange

Stock Market: A place where organized trading of stocks through exchanges and over-the-counter. A stock market can be a physical location or electronic (a network of computers)

Stock Offering: An offering of a security (stock) for sale to investors.

Stockbroker: An individual or firm that charges a fee or commission for executing buy and sell orders submitted by an investor.

Stock Market Listing: The acceptance of a security for trading on a registered exchange.

Strategic Alliance: An arrangement between two companies who have decided to share resources in a specific project or goal.

Syndicate: A group of bankers, insurers, etcetera, who work together on a large project, usually an underwriting.

Takeover: A corporate action where an acquiring company makes a bid for another company it is targeting. If the target company is publicly traded, the acquiring company will make an offer for the outstanding shares.

Turnaround: A situation where a company that has had poor performance for an extended period of time experiences a positive reversal.

Underwriter: An organization that raise funds from investors on behalf of corporations and governments that are issuing securities (both equity and debt).

Underwriting: The process by which investment bankers raise capital on behalf of corporations or government. It is done through issuing securities (equity or debt).

Venture Capital: Financing for new businesses with money provided by investors. Venture capital deals with startup firms and small businesses with strong mid/long-term growth potential. Typically, startups do not have access to bank loans or to capital markets as they also typically entails high risk for the investor. However, potential returns in venture capital investing are usually significantly above-average.

Venture Capitalist: An investor who provides capital to either start-up ventures or support small companies who wish to expand but have difficulties finding funding.

Venture Capital Fund: An investment fund that manages money from investors seeking equity stakes in startups and small companies with strong growth potential.

Vertical Merger: A merger between two companies producing different goods or services for one specific finished product.