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Accrued Interest: Interest which has been accumulated on a debt instrument since the last interest payment date.

Acquisition: The purchase of controlling equity interest in a company by another company. Acquisition may be financed by cash or the issuance of securities.

Active Market: A stock market with high transaction volumes. Such markets usually display high liquidity.

Additional Offering: Subsequent issue of securities to the public orto a select group of investors after an initial (the first) offering of securities. It provides additional funds to a company and enlarges its outstanding shares.

Aftermarket: Trading in the securities of a company in the period immediately following a new issue.

Allotment: The allocation of securities among various subscribers to a security issue. In Nigeria, preference is given to small subscribers in the allotment of securities in line with the widespread share ownership philosophy of the Federal Government.

American Depository Receipts (ADR): A method of accessing United States’ capital market by foreign issuers. Under the system, the certificate relating to a security issue is registered in the name of and held by a US entity usually a bank, which then issues receipts to investors (subscribers). These receipts are then traded normally in the market.

Amortization: The instalmental re-payment of a loan by a debtor over the life span of the loan. This is usually by creating a sinking fund account into which the debtor would make periodic payment which would then be utilized to redeem the loan. Amortization in accounting parlance, however, refers to the gradual reduction of the book value of an intangible asset until completely written-off. Akin to depreciation except that depreciation is used in respect of tangible assets.

Annual Report: A document published yearly by a company and distributed to its shareholders showing its operations including financial performance during the fiscal year. The report, which is mandatory for public companies, contains the financial statements, auditors report, chairman’s statement and directors’ report, among others.

Anti-Trust Law: A Legislation which is aimed at preventing business combinations which could create monopolies or restrain competition.

Annuity: An agreed sum payable to an investor at specified intervals over a period of time or perpetuity, as in the case of interest payment in annuity bonds.

Appreciation: An upward movement in the price of a security or in the value of assets.

Arbitrage: The purchase of a financial instrument or commodity in one market and the sale of it simultaneously in another market in order to profit from existing price differentials in both markets. In other word, the arbitrageur takes advantage of two different price quotations for the same instrument or commodity in different markets or in the same market as with rights trading. He buys in the market with the lower quotation and sells where it is higher.

Ask Price: The lowest price offered for a security on an exchange or over-the-counter market. It denotes the lowest price an investor is willing to sell a security at a particular time. It is also called the offer price.

Asset: An item of commercial or exchange value owned by a company, individual, government, etc. It also refers to the culmination of all the items accompany owns — total assets.

Asset Mix: The percentage distribution of assets held by an individual or corporate entity under the various categories of assets such as equities, debt instruments, cash, and short-term instruments.

Asset Diversification: Investment in a variety of financial instruments in order to spread risk.

Asset Stripping: The sale of a company’s assets or other component parts (e.g. subsidiaries) bit by bit for profit.

Auction Market: A market where orders to buy or sell financial instruments or commodities are effected under given rules. Trade is usually sealed at the highest bid price and the lowest offer price. The auction system in the securities market, however, differs from other forms of auction markets as there are several buyers and sellers represented by their stockbrokers, unlike the latter type of auction where just one seller and several buyers participate.

 
Authorised Share Capital: The permissible number of shares a company may issue as stated in its Memorandum and Articles of Association. The authorised shares are subject to change only by a resolution at a general meeting of shareholders.
                                                                    


Bear: One who expects a general depreciation in the value of securities or commodities or in a particular security or commodity traded on an exchange or over -the - counter.                                                

Bear Market: A general decline in prices of securities or commodities in a stock or commodity market.

Bearer Security: A security which does not carry (indicate) the name of the owner in the books of the issuer or on the certificate. Any one in possession of it (bearer) is, therefore, presumed to be the owner.

Beneficial Owner: Re al owner of a security who may, for convenience or safety, register the security in the name of a nominee such as a bank, trustee or portfolio manager.

Best Effort Underwriting: An underwriting agreement in which the underwriter has no obligation to purchase the securities from the issuer but merely uses his ‘best efforts" to market and distribute the securities. All unsold securities are subsequently returned to the issuer. An underwriter may prefer this type of arrangement when the issuer is considered unseasoned.

Bid: The maximum price investors are prepared to pay for a security on the stock exchange at a given point in time.

Blue Chip: Companies which are widely known for good financial performance, product acceptance, high-quality management and regular dividend payment. Owing to these features, blue chips securities are usually in high demand.

Block Holding: Large holdings of the shares of a company by an investor usually by an institutional investor or corporate body.

Block Trading: Trading in large quantities of a security. The size of transactions regarded as ‘block’ is usually determined by a stock exchange and varies from one exchange to another exchange.

Book Entry System: A system which eliminates the issuance of certificates to evidence ownership of securities but in which changes are effected by mere entries usually in a computer.

Book Value: The value of an asset as shown in a company’s balance sheet. The book value usually differs, sometimes considerably, from the market value which is the current price consumers/investors are willing to pay for an asset.

Bonus Issues: Shares distributed free to shareholders out of a company’s reserve in proportion to the number of shares held, e.g. shareholders could receive one new share for every two held. Such shares add to the shareholder’s holdings as well as the company’s outstanding shares (paid-up capital) but does not generate additional fund for the company. It is also called share dividend because it is a portion of post tax profit that is declared by a company and distributed to shareholder in form of shares in proportion to the number of shares already held.

Bond: Interest-bearing securities (i.e. debt securities) issued by corporate entities and governments. However, in Nigeria, Federal Government long-dated instruments are generally not called bonds but stock.

Bridging Loan: A short-term credit facility to an individual, corporate body or government as an interim measure to meet planned expenditure needs while expecting a medium to long-term fund.

Broker: See Stockbroker.

Broker Amount: An odd amount, such as sixty-nine shares which is not a normal market quantity. (see odd lot)

Broker/Dealer: A financial intermediary who combines the functions of a stock- broker and a securities dealer.

Brokerage Commission: Fee charged by a stockbroker for services rendered in the course of buying and selling securities on behalf of a client.

Bull: One who expects a general rise in the value of securities or commodities or in a particular security or commodity.

Bull Market: Stock or commodity market witnessing a general rise in price.


Call Feature: The provisions in interest-bearing securities, giving the issuer the option to redeem the security at a predetermined price before the date of maturity.

Call-over: A system of trading in some stock exchanges where stockbrokers assemble at the trading floor at designated times to bid or make offers as the list of securities is read aloud i. e. as the board is called.

Cash Account: An account maintained by a stockbroker for cash settlement of transactions.

Cash Dividend: The portion of after-tax profit that is declared by a company and distributed to shareholders in proportion to their holdings in the company.

Capital Gains: Gains made at the disposal (sale) of securities by an investor. It is the difference between the price at which the securities were bought and the price at which they were sold. When such difference is positive, it is said to be a capital gain. When the difference is negative, this is a capital loss.

Capitalization Issue: A new allotment of shares made in proportion to existing shares out of accumulated reserves. Usually known as’scrip’ or a ‘bonus’ issue. Such issues only increase the outstanding shares but add nothing to the assets of a company. (See bonus issues).

Capital Market: Financial market which trades in medium to long-term financial instruments (stocks and bonds) with maturity in excess of one year. It is a network of participants, instruments and facilities which function basically to facilitate efficiently, the flow of savings into long-term investment for socio-economic development.

Capital Structure: The various components of a company’s long-term capital such as debentures, ordinary and preference shares.

Call Option: The right but not the obligation of an investor to buy a specified quantity of a financial instrument at a predetermined price and period.

Cash Settlement: Payment for securities transactions in the secondary market in cash as distinct from normal account settlement.

Circuit Breaker: A mechanism which temporarily stops trading in US stock and commodity exchanges when the price index drops by a specified point within a specified period. The device was introduced following the 1987 stock market crash.

Clearing House: An organization, usually a subsidiary or an arm of a futures exchange which stands as a counter party in every futures transaction in order to guarantee performance of the contract. The clearing house thus registers, matches, monitors and settles every transaction.

Clearing System: Procedure put in place by a securities exchange to compare trading details between stockbrokers before settlement takes place.

Closed-End Investment Company: An investment company quoted on a securities exchange which pools funds from the public through the flotation of equities, and invests the monies usually in listed securities. The securities of the company are thus tradeable like any other securities on an exchange. Unlike the open-end funds (unit trust or mutual funds), closed-end companies have fixed capital and thus do not stand ready to redeem or issue additional securities. They are sometimes referred to as investment trust company.

Closing Prices: Final prices at the close of transaction on an exchange.

Cost of Raising Capital: The price paid by an issuer of securities to raise funds in the capital market. There are usually several cost components borne by the issuer, including fees to various advisers, issuing houses, other operators, and regulatory authorities. Also included are publicity, printing and distribution expenses.


Completion Board Meeting: The meeting of the board of directors of a company making a security offering with all the parties to the issue such as issuing house, solicitors, accountants and registrars. It is during this meeting that all documents relating to the issue are signed by the directors and the parties. It is only after the completion board meeting and the lodgment of copies of the signed documents with the SEC that the securities can be distributed to the public.

Convertible Security: A security which carries a provision giving the holder and or the issuer the option to turn the security into another class of security of the issuer at a later date e.g. to convert a debt instrument into equity of the company.

Counterparty: An individual or institution which is party to a contract.

Counterparty Risk: The probability that a party to an agreement (counterparty) would default on his obligation.

Coupon Rate: The rate of interest paid by a corporate entity or a government on its bond (debt) issue. The coupon rate could either be fixed or floating.

Conglomerate: A company having a group of subsidiaries engaged in unrelated activities.

Conglomerate Merger/Acquisition: A business combination in which the integrating companies are in unrelated lines of business.

Consolidation of Companies: A merger of two or more companies in which an entirely new company evolves to take over the assets and liabilities of the merging companies.
Cross Border Listing/Offering: Securities listings or offerings by an entity (corporate or government) in a country or countries other than the home country.

Cumulative Preference Shares: Preference shares having a provision which allows dividends not paid in a particular year or period to be accumulated and carried forward to a later date.

Cum Rights: With rights. A buyer of a security marked cum rights is entitled to participate in an impending rights issue of the company.

Current Asset: Short-term assets of a company such as cash and other instruments which are convertible into cash within one year. These include inventory, money market instruments, etc.

Current Liabilities: Obligations of a company expected to be settled by it within one year.

Current Yield: The income earned on an investment within a year, expressed as a percentage of the present value of the investment. For equity, it is derived by dividing the annual dividend by the market price and for bonds, by dividing the annual interest (income) by the market price of the investment.

Custodian: An institution which holds for safe keeping, for clients, documents and assets such as securities. In many instances, (in respect of securities), custodians are given powers to vote and exercise other rights including collection of investment income on behalf of their clients.

Covenant: A provision which spells out the dos and don’ts of the debtor in a trust deed for the purposes of protecting the creditors of a company or government in a loan arrangement.

Collateral: Financial or physical assets pledged by a borrower as a guarantee for the repayment of a loan or bond in the event of a default

Cum Dividend: With dividend. The buyer of an equity cum dividend is entitled to the dividend already declared or to be declared by the company whose security was bought.


Delisting: The removal of a security from the official list of a stock exchange resulting usually from the failure of a company to comply with post-listing requirements, maturity of debt instruments or merger between quoted companies. Once delisted, the security ceases to be traded on the exchange.

Dealer: A financial intermediary who buys or sells securities for his own account and not on behalf of clients as stockbrokers do. A dealer thus acts as a principal in a security transaction. A dealer resells the securities to clients at approved margin above the transaction price. The margin is what the dealer gets since he does not earn a commission.

Dealing Member: A member of a stock exchange authorized to buy and sell securities on behalf of the public or for their own account.

Debentures: Interest-bearing securities of corporate bodies representing indebtedness by the issuer to subscribers. The issuer pays subscribers interest at stated intervals and redeems the principal on maturity.

Debt/Equity Ratio: Indicates the extend to which shareholders’ fund can absorb creditors’ claims in the event of a company’s liquidation; derived by dividing the long-term debt of a company by its equity capital (shareholders’ fund).

Debt Service: Settlement of interest and principal of a loan as they fall due within a period usually a year.

Debt Instruments: Interest-bearing securities of governments and corporate bodies. Interest is paid to creditors at stated intervals throughout the life of the security, and on maturity, the debt (principal) is redeemed.

Debt Financing: The issuance of debt-securities by a company to raise funds to finance a specific project, working capital and/or retire current indebtedness. A government could also issue debt securities to finance specific projects.
t Security: See debt instruments.

Default: The non-performance of the terms of a bond such as the inability of a company or government to meet its financial obligations e.g. the payment of interest or principal to its bondholders. (creditors).

Deregulation: Relaxation or removal of economic and legal controls (restrictions) in a country essentially to promote competition, efficiency, and ultimately foster socio-economic progress.

Derivative Instrument: A financial instrument whose value is derived from an underlying instrument or product such as a security (e.g. stock index) or commodity (e.g. cocoa).

Depreciation: A decline in the value of a security or an asset.

Depository: An institution which provides custodial services by holding, for safe keeping, documents relating to an investment in securities or other assets (see also custodian).

Development Loan Stock: Long-term, interest-bearing securities of the Federal Government of Nigeria traded on the Stock Exchange.

Disclaimer Clause: A requirement by some securities commissions that issuers carry on the front cover page of a prospectus, a clause which states that the commission has not approved (endorsed) the merit of the securities on offer to the public. Some markets also carry a liability clause stating the liabilities for providing false and misleading information in a prospectus or any vending document.

Disclosure: The release of information by a company or government to existing and prospective investors and other members of the public, about its activities. The securities laws require that any information which is material to an offer of security or to investment in the secondary market must be disclosed to the public.

Disclosure Requirement: Information which is required of issuers by regulatory agencies such as securities commissions and stock exchanges to be provided in an offer document or released from time to time to shareholders and the public.

Discretionary Account: A client account kept by a broker-dealer carrying the mandate of the client to buy and sell securities on his behalf without his (client’s) prior consent but for his notification after the transaction has been effected.

Discount: When the market price of a security is below the par value, the security is said to be trading at a discount. Discount also means transaction price below the market price.

Divestment: The disposal of all or a portion of an equity interest in a company. The term is usually used in respect of relatively large disposal.

Dividend Cover: The number of times the net profit of a company ‘covers’ the dividend declared. Fast-growing companies, which need capital for reinvestment, are likely to have higher dividend cover than more mature ones.
Dividend Warrant: A cheque issued by a company to its shareholders for the payment of dividends.
Dividend Yield: The ratio of current dividend to the market price of a security.
Double Option: The right to buy and sell a security at an agreed price within an agreed period which is usually not more than three months.
Due Date: The date when interest on a debt instrument or the principal falls due for payment to creditors/investors.
Dual Capacity: When a securities firm acts both as a stockbroker (i.e. agent to its clients) and market-maker (i.e. dealer or principal trading for its account).
Dual Listing: The listing of a security on more than one stock exchange. This usually improves the liquidity of the security and could encourage arbitrage trading.


Earnings Per Share: Gross profit of a company (less taxes and obligations to preference shares and bond holders), divided by the company’s paid-up capital. It shows how much a company had earned on its ordinary shares.
Efficient Market Hypothesis: An hypothesis which states that the price of a security is a reflection of all available information about it and thus represents its true value. It states also that the current price of a security is the most appropriate measure of future returns.

Equity: Ownership capital held by individuals, corporate bodies and sometimes governments in a company. Also called ordinary shares.

Ex-Dividend: Without dividend. The buyer of a security marked ex-dividend will not be entitled to receive current or impending dividend of the company whose securities were bought.

Euro-Bond: An international bond issue sold in countries other than the one in whose currency the instrument is denominated e.g. US dollar-denominated bond sold outside the United States.

Equity Capital: Monies supplied to a company by persons and institutions having ownership interest in it.

Equity Financing: The issuance of shares to generate money to finance a company’s planned projects and/or working capital.

Exercise Price: The price at which the underlying securities of an option can be bought or sold by the holder of the option during a stated period.

Expiration Date: The date of maturity of an option contract.

Extra-Ordinary General Meeting: A special meeting of the shareholders of a company ordered by the board of directors to discuss specific issues of concern to the company.

Exchange-Traded Derivatives: Derivative products which are traded on a securities or futures exchange.


Financial Intermediary: An institution such as a bank, stockbroking firm or issuing house, which mobilizes, or facilitates the mobilization of funds from surplus to deficit economic units.

Financial Instrument:
(i) A financial product such as stock, bonds, treasury bill, and certificate, commercial paper and bankers’ acceptances which is created to facilitate the flow of funds from surplus to deficit economic units.
(ii) Any document which denotes ownership of a financial asset or evidences credit to a company or government.

Fidelity Bond: Insurance policy taken by an organization against losses which may arise as a result of dishonest activities of employees.

Financial Future: A future contract whose underlying product is a financial instrument such as stock, bond, currency, treasury bill or certificate.

Financial Leverage: The proportion of debt to equity in a company’s capital structure. A company is highly leveraged when the proportion of debt is higher than equity.

Financial Market: A market which provides a mechanism for the efficient mobilization of funds from the surplus economic units (suppliers of funds) to the deficit economic units (users of funds). The market is made up of two principal segments -the money and the capital markets.

Final Dividend: The last dividend distribution during a company’s fiscal year. However, some companies pay dividend only once in a year.

Fixed Capital: Funds invested by a company in fixed assets such as plants, machineries and equipments.

Fixed Rate Securities: A debt security whose interest rate does not vary (fluctuate) but is fixed throughout the life of the instrument.

Flight Capital : Monies which are taken out of a country as a result of instability in the political, economic or social environment.

Flotation: Public offering of new securities by a company or government.

Floating Rate Note: Debt instruments with variable interest rates.

Foreign Bond: Bond issued by a government or company in a foreign country and denominated in that (foreign) country’s currency. Usually, the issuer does so to take advantage of more favourable market conditions in the country of issue. In the international capital market, certain coinages linked to the country of issue have developed to describe some foreign bonds. These include yankee bonds (foreign bonds issued in the U.S.), Samurai bonds (Japan) and Bulldog bonds (United Kingdom).

Forward Contract: Similar, to a futures contract but neither traded on an exchange nor carry standardized terms. A forward contract can thus be customized to suit the special needs of the parties to the contract.

Franked Income: Investment income on which tax has already been paid (usually deducted at source) and thus exempted from additional tax by the investor. Income on unit trust is franked in many countries.

Front Running: The sale or purchase of securities by a broker-dealer for his account ahead of client’s order and based on privileged information available to the broker-dealer about the client’s order flow.

Full Disclosure: The provision of comprehensive information and material facts relevant to an issue of securities to the public to enable rational and informed investment decision.

Fully Paid-up Capital (Shares): The portion of a company’s authorized share capital that has been issued and paid for by shareholders.

Futures Contract: An agreement to buy or sell a specified quantity of a financial instrument or commodity at a price and time agreed by the parties. Futures, basically developed to hedge against adverse fluctuations in the prices of financial instruments or commodities, and have also become important speculative instruments. Unlike forward contracts, futures contracts are standardized and traded on an exchange.

Futures Exchange: An organized market for trading in futures contracts .


Gilt-Edged Securities: Securities issued by governments. They are usually considered high-grade and safe investment owing to the almost zero probability of default on interest and principal payments.

Global Bond: A bond issue which is offered for subscription simultaneously in many jurisdictions.

Global Depository Receipt: A means of accessing the international capital market through the issuance of depository receipts which are traded in major stock markets such as the International Stock. Exchange, London, and the over-the-counter market in the U.S.

Global Offering: A security issue - equity or debt which is offered simultaneously in many countries. The equities could be new issues or existing securities such as privatization issues.

Gross Profit: Corporate profit from which taxes and other deductions are yet to be made. It is derived by deducting total cost of production from total revenue from sales.

Growth Stock: Securities of a compare which display relatively fast growth ii earnings. Such securities are usual priced well above par value and investors benefit through capital appreciation.

Going Public: The process of conversion of corporate status from private liability company (private ownership) to public limited liability company (public ownership). It is also used in relation to a company offering its securities to the public for the first time (IPO).



Haircut: The amount taken off the value of securities for the purpose of calculating the net capital of broker/dealers. A number of criteria such as market risk, maturity (for debt instruments) and type of security would usually be considered in the determination of the most appropriate haircut.

Hedging: A strategy used by business concerns and investors to reduce the risk of adverse price fluctuation in the prices of Commodities or financial instruments.

Hedge Fund: Mutual funds which employ hedging techniques to minimize risk.

Highs: The highest movement of a stock index or price of a security during a given period e.g. a day, month, year, etc. Lows are the opposite of highs.

Historic Cost Accounting: The traditional method of accounting for profit and other balance sheet figures, making no allowance for inflation as in current cost ac counting. Stock is valued at its original cost, not its current replacement cost. Fixed assets are entered at original cost, minus a depreciation figure based on that cost.

Holders of Record: The list of shareholders as shown on a company’s register of shareholders at a given date. The distribution of dividends, annual reports, etc. are restricted to holders of record. In Nigeria, these are members of a public company at the close of the company’s register on a given date.

Holding Company: A company which owns sufficient equity capital in another company and thus exercises control over the latter.

Horizontal Merger: A merger between companies in similar lines of business.

Hot Issue: A public offering of securities with exceedingly high demand.

Hot Money: Highly volatile foreign investment capital. It refers to monies brought into a country by investors taking advantage of high returns such as favourable interest rates and stock market return~, but which are quickly moved out as fundamentals change or as returns in other jurisdictions become more favourable. These are thus, essentially, flows of short duration.

Hypothecation: The pledging of securities as collateral to purchase other securities on a margin account.



Income Bonds: Securities, the interest or which is payable only out of profit.

Index: Statistical data computed to measure changes in the value of commodities, securities, etc. An index is derived from the prices of all or some market constituents, usually expressed in percentage change from the base period. Indices are important measures of the performance of an economy or a financial market.

Institutional Investors: Institutions such as insurance companies, pension funds, investment trusts and unit trusts which, by virtue of their activities, pool substantial funds with a good percentage of the monies invested in the securities ‘market. In some stock markets, over 50 per cent of equities is held by this class of investors while up to 70 per cent of trading is conducted on their behalf. They are, therefore, considered important players in stock markets.

Internationalization: The opening up of a country’s capital market to foreign participation by removal of entry and exit barriers, and permission to nationals to freely participate in foreign capital markets.

Investor: A person (or institution) who buys and sells financial instruments with the aim of enhancing income and/or diversifying risk.

Investor Protection Fund: An insurance fund established to compensate clients of stockbroking firms and other capital market institutions which have collapsed or defaulted on their obligations. There is often a limit placed on the amount of compensation receivable by a client.

Insider: Principal officers and directors of a company and those with business relationship with it such as auditors, reporting accountants and lawyers as well as those holding a specified percentage (in most countries 5 per cent or above) of the outstanding shares of a company.

Investment Banker: A financial institution which performs a variety of capital market and corporate finance functions for clients. Such functions usually include assisting in raising capital, underwriting of securities, arranging mergers/acquisition activities, as well as reorganizing and restructuring corporate entities. An investment banker may also engage in brokerage services through its brokerage arm and deal for its own account.

Investment Company or Fund: A financial institution or fund whose business is to pool monies basically from small investors for a fee. The monies are then invested in securities and/or other instruments in line with the investment policy and objectives of the company/fund. Two types of investment company/fund exist: the open-end and the closed-end.

Issue: Securities of a company or government sold by way of a public offering or private placement at a given point in time.

Issued Capital: The portion of the authorized capital of a company which has actually been issued to subscribers (investors) which may or may not have been paid for. The issued capital may be equal to or less than the authorized capital but never greater than it. (see outstanding shares).

Issuer: A company or government which makes an offering of securities to the public or a select group of investors.

Investment Adviser: A market operator who, for compensation, engages in the business of advising others as to the value of securities or as to the advisability of investing in, purchasing or selling securities or who for compensation and as part of a regular business, issues and publishes analyses or reports concerning securities.

Interim Dividend: Dividend declared and distributed by a company to its shareholders prior to the determination of final profit position for the financial year.

Insider Dealing: Trading in the securities of a quoted company based on unpublished price-sensitive information of the company, to make a profit or minimize loss.

Indenture: A formal agreement between issuers of securities and bondholders (creditors) stating the terms and conditions of payment such as the interest rate, interest payment and maturity dates.

Irredeemable Debenture Stock: Interest bearing securities issued by corporate entities which cannot be redeemed until the instruments mature.

Initial Public Offering (IPO): The first public offering of securities by a corporate entity.

Interest: Payments made at regular intervals by issuers of debt securities and other borrowers to lenders (creditors) for parting with their funds.

Investment Income: Income such as dividend, interest and capital gains earned from investment in securities and other assets.

Investment In Securities: The purchase of financial assets e.g. stocks and bonds with the objective of enhancing income through returns such as dividends, intere5t and capital gains or, in some cases, with the objective of gaining a seat on the board or diversifying risk.

Investment Risk: The normal risk which is associated with investment in securities or any form of business venture. These include normal price fluctuations or busine5s vagaries.



Junk Bond: A speculative, low-grade, high-risk, high- yield bond, issued by a company with short track record or poor credit rating.

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Leverage-Buy-Out: The financing of a corporate takeover largely through borrowed funds (loans), with the assets of the target company usually serving as the security for the loan.

Lien: The right which can be exercised by an unpaid creditor over the property of a debtor in his possession.

Limit Order: A directive (order) given to a stockbroker by his client to buy or sell a given quantity of a security at a specified price. The client may also state the period for which the order would be valid.

Listed Options: Options which are traded on an exchange.

Listing by Introduction: An arrangement whereby shares of a company already widely held by the public and meets other listing requirements, are granted quotation on an exchange without a prior public offering. The securities are usually introduced to the stock exchange by a broker/dealer firm.

Listed Securities: Corporate or government securities granted quotation by a stock exchange and subsequently traded on it.

Listing Requirements: The conditions that must be fulfilled by a company or government before its securities can be admitted for trading and continue to be traded on a stock exchange. Such requirements usually include minimum number of shareholders, percentage of shares in the hands of the public, submission of audited financial statement for a specified number of years, public corporate status and prompt disclosure of financial and other material facts.

Liquidity: The ease at which a financial instrument can be converted into cash. An instrument which can be quickly converted is said to be liquid while one which cannot be easily converted is regarded as illiquid. A stock market is considered liquid when it can absorb large volumes of trading without significant change in prices and when securities can be easily converted into cash.


Management Buyout (MBO): The purchase of a company from its owners by the existing management team of the company. The managers in other words ‘buy out’ the owners.

Management Buy-In (MBI): The purchase of a company from its owners by an outside management team.

Margin Account: A brokerage account that enables an investor purchase securities with loan from his stockbroker.

Margin Loan: A credit facility which is extended by stockbrokers to their clients to purchase securities. Given the monetary policy implications of margin credits, such activities are usually regulated by central banks as well as securities market regulators.

Market Float: The percentage of the aggregate number of shares quoted on a stock exchange or the outstanding shares of a quoted company, which is traded freely on the stock exchange. Markets where the bulk of the outstanding shares is held by institutions and individuals who rarely trade their holdings, would exhibit low float while the reverse would be the case in markets where investors do not "buy and hold".

Market-Maker: A dealer who stands ready to buy and sell securities for his own a count at his own risk. By so doing, a market-maker provides liquidity to and maintains stability in the market. (See dealer specialists).

Marketable Amount: The amount of stock or number of shares in which a jobber quoting a price would reasonably be expected to deal. As circumstances differ considerably between active and inactive securities, the amount varies.

Market Capitalization: The market value of a company’s paid-up capital, determined by multiplying the current quoted price by the total number of shares outstanding. The market capitalization of a securities exchange is the aggregate market capitalization of all its quoted securities.

Money Market Mutual Fund: A mutual fund whose policy is to invest in short-term instruments such as treasury bills/certificates, commercial papers, certificates of deposit, etc.

Mark to Market: The daily settlement of obligations on a future position.

Market Order: An order given to a stockbroker by his client to buy or sell a given quantity of a security at the best price prevailing in the market.

Market Price: The prevailing price of a security in the stock market

Maturity Date: The redemption or expiry date of a debt.

Market Manipulation: The sale or purchase of a security with the intention of creating an artificial market in it, i.e by giving a semblance of a bull or bear market in the security.

Merger: The fusion of two or more companies usually on equal terms.

Member Firm: A firm licensed by a stock exchange to carry out brokerage services and deal for its own account.


National Association of Securities Dealers Automated Quotation System (NASDAQ): A securities market in the United States which does not have any physical trading floor but uses computers and telecommunications network to effect transactions. Owned by the National Association of Securities Dealers, NASDAQ is one of the largest securities markets in the world.

National Association of Securities Dealers (NASD): A self-regulatory organization of broker/dealers operating in the NASDAQ market. The NASD owns and operates the NASDAQ. In Nigeria, the NASD would operate the over-the-counter market.

Net: Any figure from which some liability, such as tax, has been deducted. Thus, net dividend is one from which standard rate income tax has been deducted.

Net Asset: The total asset less total liabilities of a company. It is also referred to a net worth.

Net Asset Per Share: Net assets of a company divided by the number of its shares outstanding. (See net assets value).

Net Assets Value: The amount by which the assets of a company exceed its liabilities including loan and preference capital, divided by the number of equity shares in issue. For example, if the net asset is N30 million and there are 20 million, 50 kobo ordinary shares outstanding, the Net Asset Value per share is N1.50.

Net Capital Rule: A capital standard issued by securities commissions to operators, particularly broker/dealers, to maintain, at all times, a prescribed ratio of indebtedness to liquid assets. Under the rule, a firm is expected to always maintain a position where its liquid assets would at all times, surpass its indebtedness. This is aimed, essentially, at ensuring that intermediaries are in a state of readiness to meet their obligations.

New Issues: Securities of a government or corporate entity newly created and offered for subscription to the public, or to a select group of investors, in the case of private placement, or to a company’s existing shareholders as with rights issues. New issues are a means of raising funds for development financing, and do enlarge the paid-up capital of a company.

Negative Pledge Clause: A clause attached to a debenture stock barring the issuer from pledging the assets of the company if doing so would jeopardize the ability of the company to meet its commitments to the bondholders under the particular indenture. (also called covenant of equal coverage).

Non-Convertible Securities: Securities which do not give the holder the right to convert his holdings into another class of securities of the issuer.

Non-Cumulative Preference Shares: Preference shares on which unpaid dividends do not accrue and cannot be claimed in arrears.

Non-Voting Securities: Securities which do not carry voting rights and thus preclude the holders from voting on corporate resolutions or elections. Preference shares are examples of non-voting securities.



Odd Lot: Equity transactions which are less than the established trading units of a stock exchange. Trading in units of 1-99 are considered odd lots in Nigeria.

Offer For Subscription: An invitation to investors to purchase newly issued securities of a company or a government. The proceeds go to the issuer.

Offer for Sale: An invitation to investors to purchase the existing shares of a company being divested by one or more shareholders. The proceeds of sale go to the divesting investor(s). This happens when an institutional investor or government with substantial holdings divests e.g. during privatization exercise of government assets.

Outstanding Shares: Shares which have been issued by a company and paid
for by subscribers. The shares represent capital invested by shareholders and could be a portion or all of the authorized shares of the company. (Same as paid-up capital).

Option: A contract which gives an investor the right but not the obligation to bi or sell a given amount of a financial instrument or commodity at a specified price and time. A call option confers o the holder the right to buy while a pt option confers the right to sell on holder.

Over-The-Counter (OTC) Market: A securities market for trading in the securities of public companies not listed on a stock exchange. Transactions are essential) conducted among brokers over the telephones.

Over-Subscription: An offering of securities in which investors’ demand exceeds supply. An issue is, in other words, considered over-subscribed when more applications are received than there are securities.

Ordinary Shares: Securities representing ownership in a business (i.e equity participation in a company) which entitle the holder to dividends, voting right and the residual share of a company’s assets in the event of liquidation i.e after it has met all its liabilities. Non-voting ordinary shares, however, do not confer voting rights on the holder, although they entitle him to dividends when declared (see equity).



Paid-Up Capital: See outstanding shares.

Par-Value (Par Price): The nominal value or face value of a security. It is the value assigned to the security in the company’s memorandum. (See face value).

Portfolio: The totality of the various types of securities and other financial instruments (stock, bonds, treasury bills, etc.) held by an investor. Although it mostly refers to financial instruments, real estate investments are often included.

Portfolio Manager: A financial intermediary who uses his professional skills to manage for a fee, the portfolio of investments of his clients.

Preference Shares: A class of shares whose holders have a prior claim over equity holders on the earnings of the issuer but do not have a priority claim over obligations to creditors of the company. Dividends paid to preference shareholders, unlike equity holders, are based on a pre-determined rate. There are variants of preference shares.

Participating Preference Shares: Preference shares which entitle the holders to partake in additional dividends of a company (i.e. apart from the stipulated dividend to preference shareholders) under stated conditions. This contrasts with non-participating preference shares which restricted to the stipulated dividend.

Price-Earnings Ratio: The ratio of price earnings per share i. e the value ordinary shares in relation to earnings a period. It is derived by dividing market price by the earnings per share a company. The P/E ratio is a measure the price being paid by investors for given earnings of a company and shows the time it would take an investor recoup his investment in a company profit and distributed income are held constant.

Program Trading: Automatic buying selling of shares on the instruction of computer, according to whether prices are rising or falling. En-masse program trading destabilises markets.

Prospectus: A document issued by a company giving detailed information about itself and the securities being offered to the public. Such documents are usually required by law to be filed and vetted by securities commissions for completeness and subsequent registration before their release to the public. The prospectus is, in other words, a vending document which enables investors evaluate the securities being offered and decide whether or not to participate.

Proxy: (i) An authority given by a shareholder to someone else to act on his
behalf at a meeting of shareholders. Usually, a proxy card would be completed and sent to the company giving authority to the proxy to vote on his behalf.

(ii) A document issued by a public company to its shareholders providing information on matters to which they would vote by proxy.

Price-Sensitive-Information: Information about a company which could influence the price of its securities on a stock exchange. Such information is required by law to be disclosed to the public immediately while insiders are prohibited from taking undue advantage of price-sensitive information to trade in the stock market.

Private Placement: The sale of securities to a select group of investors as opposed to the general public. It usually by-passes the normal sales mechanism.

Primary Market: The market for the sale and purchase of freshly issued (additional) securities of a corporate entity or government. (also called new issues market).

Poison Pill: A strategy sometimes employed by target companies in a take-over bid to reduce the attractiveness of their securities to the companies intending the take-over. This is often done by enlarging the outstanding shares of a target company through a new issue of shares to its shareholders at a discount to the market price, thus making the take-over quite expensive to the company intending the take-over.
Premium: The difference between par value and market price and same time between transaction price and the previous m price when the difference is positive.
Principal:(1) The value of a debt security as issued by a company government. The principal of a debt instrument does not include interest and premium on the bond. It is the amount redeemed by the issuer on maturity.
(2) Principal also refers to a dealer what acts for his own account in a stock market transaction.
(3) Also refers to a stockbroker’s client for whom the stockbroker is an agent.
Public Offering: An invitation by a company or government to the general public to purchase its securities on offer. (see offer for subscription and offer for sale).

Quick Assets: Current assets less inventories.
Quick Ratio: A measure of short-term solvency of a company. It is derived by dividing quick asset (liquid assets) by the current liabilities.
Quotation: The admission of a security for trading on a stock exchange. (see listed securities)
Quoted Company: A company whose securities are traded on a stock exchange.
Quoted Price: The price at which a security listed on a stock exchange is traded at a given time.



Rally: A rapid increase in stock market prices or in the price of a particular security.

Rating: The assessment of the investment quality of a bond by ascribing a grade such as AA, BB, CC to it. Ratings change with changes in the financial conditions of the issuer.

Rating Agencies: Institutions which, as a business, professionally evaluate the investment qualities of debt issues.

Random Walk Theory: A theory which states that past prices of a security cannot be a means of predicting future prices as stock prices are a reflection of the information coming into the market in a random fashion. In other words, daily changes in stock prices are at random and such changes have similar probability distribution.

Regulation: The formulation and application of rules and the introduction of ethical standards to guide business conduct, protect investors, maintain stability, and promote the efficiency of a capital market.

Registrar: A capital market operator appointed by a public company to maintain a comprehensive list of its bond/ shareholders; dispatches annual report, dividend warrants and return monies and other documents to shareholders. He may also arrange annual general and extra-ordinary general meetings on behalf of the company and perform other related functions. Registrars’ activities are not restricted to public companies but extend to government issues

Registered Securities: Securities of a Company or government for which a registration has been obtained from a securities commission and could thus be offered the public. It also refers to a security which has had its owner’s name register on the list of members maintained by the issuer or its agent.

Restricted Securities: Stocks and bonds of companies which are not open to the public for subscription.

Retained Earnings: Undistributed profits of a company accumulated for reinvestment.

Rights Issue: A new issue of securities of a company offered to its existing shareholders in proportion to their holdings. To enhance attractiveness, rights issues are usually offered at a discount to the market price of the security.

Rights Trading: Trading on a stock exchange of rights in respect of a right issue by shareholders who do not wish to exercise all or a portion of the securities allotted to them. Such rights are only tradeable during the offer period.

Round Lot: A standard trading unit in a stock exchange, e.g. 100 shares which indicate the minimum units of a particular security an investor could purchase or sell. (also called board lot).


Secured Debt: Debt guaranteed by the pledge of some assets of the borrower.

Seat: The term often used to describe membership of some stock and commodity exchanges notably New York and Tokyo exchanges. Such exchanges have fixed number of seats (membership) which are bought and sold at prices determined by demand and supply. In other words, a prospective member can only be admitted when an existing member wishes to sell his seat.

Securities Market: A market, physical or otherwise, where financial instruments are bought and sold.

Securities Acts: Laws enacted to regulate activities in the securities industry. Such laws are usually administered by a government agency which may delegate some of its functions to Self-Regulatory Organizations (SROs). Most securities laws are primarily focused on investor protection.

Securities and Exchange Commission (SEC): A government agency established by statute to administer securities laws. Such laws usually empower these agencies to regulate the capital market with the primary aim of protecting investors. In some countries, market development is added to their functions.

Secondary Market: A securities market such as a stock exchange or an over-the-counter market where existing securities of corporate bodies and governments are bought and sold. Such securities has been previously issued and sold in the primary market by the issuing entity. Tb secondary market allows holders of securities to sell, and those desirous of buying existing securities to do so whenever they wish to. Thus, unlike the primal market where proceeds of sale of securities go to the issuer, in the secondary market, proceeds go to the selling investor The secondary market, therefore, provides liquidity to investors by ensuring easy convertibility of securities into cash.

Second-Tier Securities Market (SSM): A second market established by The Stock Exchange in Lagos in 1985 to list the securities of smaller companies which are unable to meet the requirements for listing on the more stringent segment (main market) of the Exchange.

Self-Regulatory Organizations (SROs):
These are membership organizations in the securities industry such as stock exchanges and National Association of Securities Dealers which set and enforce rules to direct the professional activities of their members and, in some cases, provide trading facilities for members to conduct business in securities.

Settlement: The completion of a transaction in securities on a stock exchange or on an over-the-counter market by the payment after delivery of securities.

Shares: See equity and preference shares.

Share Certificate: A certificate issued by a company to its shareholders evidencing ownership of a stated number of shares in the company.

Share Transfer Form: A form which has to be completed by investors to facilitate the transfer of shares from seller to buyer.

Shareholder: An individual or institution having ownership interest in a company and thus entitled to certain rights and privileges accruing to holders of equity shares.

Shareholders’ Funds: Derived by subtracting a company’s liabilities from its assets. It indicates the amount that would be left with shareholders should the assets of the company be sold and liabilities settled. It also gives an indication of the solvency or otherwise of a company. (also called net worth).

Shelf Registration: A system adopted by the US SEC which allows a company having certain features to file a master registration statement with it in respect of an issue which the company hopes to offer within the next two years. Following the master registration, the company may sell the security any time within the period, provided it files short statements. The features for qualification include:

(i) an investment grade rating;
(ii) no default on its debt in the past one year;
(iii) a given size of market capitalization; and
(iv) non-violation of the Securities Act within the past one year.

Short Sale: The sale of a security or futures contract which the seller does not possess. This is with the hope of buying back the security or contract at a later date when prices drop thus profiting from the sale. It is essentially a speculative practice.

Sinking Fund: A special fund created an issuer of a debt security, into which regular payments are made, to meet certain obligations of the issuer such as retirement of the debt.

Specialist: A member of a stock exchange who is assigned to a particular security or securities for which he has to maintain order and stability in their trading. He does this by standing ready to buy and sell the securities for his account when there is a temporary imbalance in demand and supply. The activities of the specialist prevent wide movements in prices which could destabilize a stock market. The specialist, unlike the floor broker, has no direct dealings with investors (the public), but in addition to buying for his own account, he assists floor brokers execute limit orders.

Spread: The difference between the bid and ask prices of a security. The spread would narrow or widen depending on the supply and demand position.

Speculator: Market participant who engages in high-risk transactions in anticipation of quick profit arising from price increase. Unlike a risk-averse investor, the safety of principal is of secondary importance to the speculator.

Stamp Duties: The "advalorem" duty payable on the consideration money in the transfer of securities to a buyer.

Stock Split: The sub-dividing of the shares of a company in order to enlarge the number of shares of the company without a change in the shareholders’ equity, proportional holding, or an increase in the market value of the company at the time of the stock split. A company having outstanding shares of one million and which makes a split of 2 for 1 would have new outstanding shares of two million.

Standby Underwriting: An underwriting arrangement in which the underwriter only underwrites the unsubscribed portion of an issue. The funds in respect of the unsubscribed portion would normally be made available to the issuer at the close of the offer, when the subscription level has been established. The standby underwriter would subsequently hold the unsubscribed securities for eventual distribution.

Stock Exchange: An organization which provides facilities for trading in securities by its members and also sets rules for the admission and trading of existing securities as well as rules to guide the business conduct of members.

Stock Index: A measure of stock market trends and performance. It is often used as a barometer for monitoring upswings and downswings in the economy. (see index)

Stock Purchase Plan: A corporate programme which enables employees to buy shares of the company. The plan usually takes various forms including compensation for executives, dividend reinvestment, and periodic deduction of a certain amount from the salaries of participating staff, for the purchase of the shares of the company.

Street Name: Securities held in the name of a broker rather than the client.

Subsidiary: A company which has a large proportion of its equity shares in the hands of another. Such holding by the parent company has to be substantial enough to control the affairs of the subsidiary company - usually above 50%.

Subscription Price: The price at which a new issue of securities is offered to interested subscribers.

Swap: An agreement between two parties to exchange some financial instruments or commodities. Swap agreements are usually entered to hedge against adverse fluctuations in say, interest rates (i.e. Interest rate swap) or currency as in currency swap. Interest rate swap may, for instance, involve two parties agreeing to exchange a fixed rate for a floating rate interest payment.

Syndicated Loan: A loan packaged by a group of creditors agreeing to come together to provide credit facilities to a company, an individual or government. Syndicated loans are based on terms written out in an agreement which specifies the level of obligation of each participant.



Takeover: Basically refers to the purchase of securities of a company from the stock market with the intention of acquiring sufficient holdings of its shares to control its activities.

Technical Analysis: The study of share behaviour with the aim of anticipating future movements. Charts play a large part in this but other aspects of share activity also feature.

Turnover: The total number of shares traded on a stock exchange at a given period e.g. day, month, year. In business, it refers to a company’s total revenue from sales.

Turnover Ratio: A measure of stock market liquidity. It is the total number of securities traded in a stock exchange during a given period, usually a year, as a percentage of the market capitalization at the end of the period (usually year-end).

Trustee: An institution holding property or investment for the benefit of others in a business or financial arrangement. The trustee is responsible for ensuring the operation of the trust deed, thus protecting creditors of a company or unit holders in a unit trust scheme.

Trust Deed: See indenture

Tranches: The division of a stock or bond issue into various portions for the purpose of sale to the public at different times. Each portion is called a tranche which sold at a separate time.

Trading Floor: The physical trading area where financial instruments are bought and sold by brokers and dealers in a stock or futures exchange.



Underwriting (Firm Commitment): The process whereby a financial intermediary purchases all or a portion of a security issue from an issuer for eventual distribution to the public. The intermediary (underwriter) makes the total amount or the portion underwritten available to the issuer at the opening of the offer, thus bearing the risk of a possible poor investors’ response to the issue. Underwriting is thus a form of insurance which protects an issuer from adverse response to its security issue. (see also best effort underwriting and standby underwriting).

Unit Trust (Mutual Fund): An open-end investment scheme which pools funds principally from small investors for subsequent investment in securities and other financial instruments. Investors are, in exchange for their funds, issued units which the unit trust manager stands ready to redeem whenever an investor wishes to dispose of his holdings. Similarly, new units are created on demand, hence they are referred to as open-end funds. (same as mutual funds).

Unit Trust Manager: An institution which manages a unit trust scheme for a fee.

Unit Holder: An investor in a unit trust scheme.

Unlisted Securities: Securities that are not listed/quoted on a stock exchange.


Vendor Placing: A placing of shares, by a stockbroker on behalf of persons who have acquired the shares (as consideration) for a business dealing with the company whose shares are being sold for cash. The shares are being sold as the persons may not wish to hold the shares of the company.

Venture Capital: Monies which are invested in a commercial venture with highly uncertain chance of success; hence, such monies are called risk capital.

Venture Capitalist: A person or institution which invests in venture capital companies.

Volatility: The degree and frequency of fluctuation in the prices of securities or commodities.

Warrant: A form of financial instrument issued as a "sweetener" by a company along with its bond or preference share offer, giving the warrant holder the right but not the obligation to purchase directly from the company a given quantity of its equities at a fixed price within a given period.

Withholding Tax: A tax deducted at source from investment income such as dividend and rent.

X:

Yield: The rate of return on an investment.

Zero Coupon Bond: A bond which carries no coupon and thus pays no interest to the holder but is issued at a deep discount from its face value (i.e. the redemption price). To the issuer, the absence of interest payment is seen as an advantage while the investor usually benefits by way of capital appreciation.