INTM539000 - Finance glossary

Disclaimer

This glossary is intended to be used as a compilation of practical working descriptions of the terms contained in it, for those who may not be familiar with them. It is not a list of legal definitions used by the Inland Revenue in its legislation. The descriptions have been drawn from a range of media, and it is clear that alternative, although similar, descriptions may exist. No legal reliance may be placed on this list.

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Accruals basisAccounting basis that brings income and expenses into account in the accounting period to which they relate.
ArbitrageExploitation of differences in tax rules between different countries, for example tax rates, income recognition or timing. Generally, taking advantage of profitable opportunities in the derivatives, foreign exchange, money or equity markets which arise from pricing anomalies. Arbitrage profits are possible if two instruments with identical characteristics are trading at different prices in different markets - the arbitrageur can simultaneously sell the higher-priced asset and buy the lower-priced asset.

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Back-to-back loan1. Indirect lending where funds are loaned through an intermediary, which enters into separate, but symmetrical, agreements with a lender and a borrower who are typically related parties.


2. The term is also sometimes used to describe the situation in which a loan by an unrelated financial institution is guaranteed by a party related to the borrower. However, the more common use occurs where collateral of some kind is provided by the related party.
Base rateThe rate at which the Bank of England lends to discount houses by buying their bills. Sometimes referred to as the repo rate, the base rate is usually the minimum rate at which banks are prepared to lend money. The high street bank base rate follows that set by the Bank of England, and it acts as the benchmark for other interest rates, including mortgages and personal loans.
Basis pointA change of 0.01% (a hundredth of a per cent) in an interest rate
Bill of exchangeAn unconditional order written and signed by one person (the drawer) and addressed to another person (the drawee). The order instructs the drawee to pay a specified sum of money to a specified person (the payee) to the bearer, either on demand or at a specified future date. The drawee must `accept' the bill (accept liability to pay the amount when the bill matures) by signing the face of the bill. The bill then becomes an `acceptance'. A bill of exchange is a negotiable instrument: the payee can turn it to account immediately by selling it, usually at a discount, to a bank or to some other person. A cheque is a special form of bill of exchange, with a clearing bank as the drawee.
BondA negotiable written instrument evidencing a debt. Under the terms of the contract, the issuer is obliged, among other things, to pay the holder a fixed principal amount on a specified future date, and often to also make periodic payments of interest. Bonds are usually issued by companies, governments, or local authorities or other public bodies.

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Capital contributionA contribution, in cash or in kind, leading to an increase in the equity capital of a company and which does not generally constitute taxable income for the company.
Capital distributionDistribution of funds not derived from the profits of a company, being either a return of the original subscribed capital or derived from a sale of capital assets.
Capital redemption reserveS170 Companies Act 1985 provides that where shares of a company are redeemed or purchased wholly out of the company’s profits, or by a fresh issue the amount by which the company’s issued share capital is diminished on cancellation of the shares shall be transferred to a reserve called the ‘capital redemption reserve’. It also provides that the reduction of the company’s share capital shall be treated as if the capital redemption reserve were paid up capital of the company.
Cash basisAccounting method in which only cash receipts and cash expenditure are used in computing taxable income.
Check-the-box regulationsMethod used in the US from 1997 to determine the classification of a domestic or foreign business as a corporation, a partnership or a disregarded entity. An unincorporated entity may elect, on IRS form 8832, for the classification it wishes by ticking a box on a form. If no election is made, default rules apply based upon the liability, and number of, the members.
Conduit financingTransaction involving one or more intermediate, or conduit, companies, usually to reduce withholding tax. See also Back-to-back loan and Treaty shopping.
Convertible bondBond which gives the holder the option of either receiving repayment of the principal at maturity, or converting the debt into shares (either in the issuing company, or some other company). Sometimes referred to as hybrid capital. See also debt capital and equity capital.
Coupon strippingFormer exploitation of the difference in the UK between the tax treatment of interest and accruing discount, the latter being taxable on disposal or redemption. Deep discount securities were backed by interest-bearing securities held by the issuing company, the coupon on the latter being matched by the accruing discount on the former; eliminated by anti-avoidance legislation and loan relationships legislation. Generally, separating an interest-bearing security into separate components: the right to receive the principal (called the principal strip) and the right to receive interest (a series of coupon strips). The separate components are repackaged and can be traded individually. US Treasury Bonds are widely traded in stripped form. US bond strips are called STRIPS (Separately Traded Principal and Interest Securities). The strip market in Europe, including the UK, is less active, although there is a market in gilt strips.
Coupon washingSale of a bond by a resident to a non-resident immediately before the annual interest is due. The non-resident sells the bond back to the resident at a lower price and the 'tax saved' is divided between the two.

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DebentureA term applicable to any certificate that an amount of money is owed by a specified person. In the UK, it often refers to a loan secured on the assets of the company; however, the term may be used interchangeably with `bond'. For example, a document which creates or acknowledges debt or an interest-bearing corporate or government bond not secured by specific property.
Debt:equity ratioThe ratio of debt capital to equity capital.
Debt capitalFunding through loans, such as debentures and bonds. See also Equity capital and Convertible bond.
Derivative financial instrumentA financial instrument whose value is dependent on, or derived from, the value of some underlying asset. OECD definition: "A contractual right that derives its value from the value of something else, such as debt security, equity, commodity, or a specified index. The most common types are forwards, futures, options and notional principal contracts such as swaps, caps floors, and collars. Unlike traditional debt and equity securities, these instruments generally do not involve a return on initial investment."
Deep discount bondA bond under which the discount exceeds a certain proportion of the issue price.
Discounti) The difference between the value of a bond or other loan relationship at any time, and its (higher) maturity or face value. Issuing a bond at a discount is a way of rewarding the investor, either instead of or as well as paying interest. See also market discount and issue discount.
(ii) The difference between the spot price of a foreign currency and the (lower) forward exchange rate.
(iii) The difference between the forward price of, or the future in, any financial instrument or commodity and its (higher) current value.
Double dippingTax relief in more than one country because of differences in tax rules. See Arbitrage.
Downstream loanLoan from a parent company to its subsidiary.
Equity capitalOwnership interest in a company through share capital

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EURIBORInterbank lending rate for banks in the Euro zone, fixing of the cost of borrowing in euros.
EurobondInternational company bond issued by a company in a market different from its domestic market, in the form of loans, debentures or convertible debentures in a designated currency. In the UK it normally means a tradable debt security issued in London, not necessarily by a UK issuer, under the law of England and Wales, often (but by no means exclusively) denominated in US dollars. This is the general market usage and differs from the definition implied by ICTA88/S349(4).

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FactoringAn arrangement whereby a company sells its invoiced debts, at a discount from their face value, to a specialist debt factor. This gives the company immediate cash and transfers the credit risk from the company to the debt factor.
Floating rateAn interest rate which is periodically varied in line with a benchmark commercial interest rate, such as LIBOR.

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GearingThe ratio of the debt in a company's balance sheet to its equity. This is occasionally expressed as the ratio of the debt to the balance sheet total i.e. the sum of the debt and equity. In an active sense, it sometimes describes a situation in which the debt/equity ratio is increased.
Gilt-edged bond, or giltA gilt-edged security; loan stock issued by the UK Treasury, and backed by the credit of the UK.
Gross payment of interestPayment of UK source yearly interest to an overseas recipient without deducting income tax under the requirements of ICTA88/S349(2)(c).
Group finance companyWholly-owned group subsidiary that borrows funds, from either inside or outside the group, to lend on to affiliates.

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Hybrid accounting methodAn accounting method using a combination of accounting methods for different income items, for example and accruals basis for purchases and sales but a cash basis for other income.

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InterestAmount charged by a lender for the use of money. Most tax treaties contain a definition of interest which may, or may not, correspond to domestic definitions.
Interest rate capAn option product which limits the holder's interest rate exposure, but still allows the holder to profit from advantageous interest rate movements. One party limits its exposure to interest rate increases to a ceiling by paying a fixed premium, the second party agreeing to pay the excess interest above the ceiling.

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Jouissance shareA right to participate in a corporation's profits without there being a debt.

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LeveragingAn arrangement whereby a small change at one end of a series of transactions creates a disproportionately large change at the other. For examplea leveraged player with capital of £1 million might buy an asset costing £10 million, supplying bonds worth £9 million through a stock loan. If the price of the asset rises by 10%, he or she can realise a £1 million profit, as against someone who has invested only £1 million and thus makes a £100,000 profit. Also another name, more common in America, for `gearing'.
LIBIDThe London inter-bank bid rate. The rate of interest at which first-class banks in London will bid for deposit funds. Often used as a benchmark for deposit rates. LIBID is not fixed in the same way as LIBOR, but is typically one-sixteenth to one-eighth of a per cent below LIBOR.
LIBORLondon Inter Bank Offered Rate. A benchmark interest rate fixed by the British Bankers Association at 11 am each London business day. The fixing is achieved by the BBA asking 16 banks for the rate at which that bank could borrow in each of the range of currencies quoted in London, for, say, 3 months, if it were to ask for and accept inter-bank offers just before 11 am. The four highest and four lowest quotations are discarded and the remaining 8 averaged to give, in this case, 3-month LIBOR. 1-day, 1-week, 2-week, 1-month, and 2- through 12-month LIBOR is fixed daily in the same way.
Rates for differing maturities are fixed in sterling, dollars, euros and other major currencies.

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Manufactured dividendPayment representing dividends made by the interim holder of a share or security, under a repo or securities loan, to the original holder.
Manufactured interestPayment representing interest made by the interim holder of a share or security, under a repo or securities loan, to the original holder.
Mark to marketRegular periodic revaluation of any financial asset or liability by reference to its current fair value, the profits and losses so produced being recognised for tax purposes.
Mezzanine financeOften a high-risk form of finance, part way between debt and equity. It has the characteristics of debt but may carry a right to shares.

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Perpetual loanLoan having either no maturity date or being repayable after a very long time, sometimes recharacterised as equity capital for tax purposes. Such debt represents a very considerable credit risk to the investor, and would therefore be expected to carry a high rate of interest. See Zero coupon bond.
Preference sharesShares that carry preferential rights to dividends (usually fixed) and to repayment in a winding up, but no voting rights.

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Redeemable preference sharesAs preference shares, with the issuer having the right to redeem them, so they have debt characteristics.
RepoA means of providing short term finance against collateral. The `borrower' agrees to sell securities (such as government bonds or shares) to the `lender', with an agreement to buy them back (repurchase) at a specified later date, either at an agreed higher price or at the market price. The interest rate implied from this `lending' transaction is called the repo rate. There is a statutory definition of a repo in ICTA88/S730A(1). Effectively, this is a secured loan, the price difference being the interest. The initial purchaser typically makes substitute payments to the seller in place of the interest or dividends formerly received on the securities.
Revolving creditA credit arrangement allowing the borrower some flexibility as to the scale and timing of a proposed borrowing or note issue. The borrower can usually increase or reduce his indebtedness with some freedom during an agreed period.

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Scrip issueSee Stock dividend.
SecuritiesDocuments demonstrating rights either to corporate share capital (e.g. share certificates) or to government or corporate debt (e.g. bonds, debentures, etc.)
SecuritisationThe packaging of debt or other receivables into the form of a tradable security.
Senior debtDebt which is not subordinated debt.
Stock dividendDistribution of dividends to shareholders in the form of additional shares in the company, capitalised out of reserves instead of new share capital; also called bonus issues or scrip issues.
Subordinated debtDebt which is issued on terms which stipulate that it will only be repaid once the claims of more senior creditors have been satisfied.
Syndicated loanA loan issued by a group of lenders, usually banks or financial institutions.

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Thin capitalisationA high proportion of debt capital with respect to equity capital in a company.
Treaty shoppingTaking advantage of the network of double taxation treaties to obtain a more advantageous position. For example, consider the position in which a country A has a 15% withholding tax on interest in the double taxation agreement with country B, but neither country A nor B has a withholding tax clause with country C. By passing a loan through country C a company in country A or B can avoid withholding tax. Some UK treaties, but not all, contain anti-treaty shopping clauses to prevent this.

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UK borrowing unitDefined by ICTA88/S209(8A)(repealed for transactions on or after 1 April 2004), this is the top UK company and all 51% subsidiaries, wherever situated in the world. If, in addition to such a grouping, there are any singleton companies held directly by overseas parents, each of those singletons constitutes a borrowing unit on its own.
Upstream loanLoan from a subsidiary company to its parent.

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Venture capitalCapital investment to establish a new business, or a new development of an existing business, often in exchange for shares.

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Withholding taxTax on income imposed at source. For example, interest payments from the UK to foreigners may have tax withheld and remitted to the Inland Revenue.

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Zero coupon bondA bond that pays no interest. Such bonds will be issued and traded at a substantial discount to the face value.