This is another term imported from the US and is
almost the same as a Management Buy-Out (MBO) (see below) but is characterised
by the high level of borrowings used to fund it, usually financed by 'leveraging'
the assets of the company concerned and securing loans against them. The proportion
of debt to equity therefore is usually high.
This is an agreement between two parties - say the seller and potential
acquirer of a company - where it is agreed that for a limited period of time,
the seller will not enter into negotiation with any other party.
The LSE remains one of the biggest and most important
of the international stock exchanges. It enables the raising of capital for UK
and International companies via equity, debt and depositary receipt issues. Following
the 'big bang' of 1986, it now trades mainly via television screens and telephones.
Several kinds of businesses which were once separate such as market making, broking/dealing,
or investment analysis, have now been formed into groups of financial services
(hence the need for Chinese Walls and the avoidance of insider dealing- see above)
usually called securities houses or merchant/investment banks. Dealers in shares
now sit in front of computers instead of waving bits of paper at each other across
noisy, crowded dealing floors, as they once did. The LSE became a listed public
company itself in 2001. It operates the AIM, launched in 1995 (see above) and
the techMARK, in 1999, an international market for innovative technology companies.
It has also launched techMARK mediscience, an international market for healthcare
companies. It is intent on international expansion in its own right, having established
for example, a local presence in Stockholm for Nordic companies, and is working
closely with the Hong Kong Exchanges and Clearing Limited to make joint country
listings possible.
This is the total value that a stock market attaches
to a company's equity or total shares, calculated by multiplying the number of
shares - that is issued share capital - by the current quoted price of the shares.
Generally referred to as 'market cap'. Clearly, it can only refer to listed companies.
The original merchant banks were founded as the financial arms
of merchant trading companies to finance the needs of merchants, hence the name.
Merchant Banks tend to concentrate on corporate finance, (mergers, acquisitions,
takeovers, flotations et al) investment banking and other services, but not on
areas such as running current accounts - which they leave to the big clearing
banks - taking deposits or issuing cheques. They do not deal with the public -
unless occasionally if the individuals are extremely rich - and concentrate on
companies and their specific financial needs.
A form of funding, usually for new companies, which lies
somewhere between debt and equity (shares). This gives it a certain priority in
the event of a liquidation or payout. Mezzanine Finance, in whatever form it is
provided, is basically that intermediate element of funding which is too risky
to justify a bank loan because, say, there are no assets against which to secure
the loan, but which does not pay enough to justify equity funding. As the risk
is higher than that for senior debt the interest charged is normally higher.
This is simply the takeover of a company, or perhaps
one of its subsidiaries, by a group of its existing managers who set up a new
company, usually acting together with a funder such as a venture capitalist, to
buy the old one. MBOs are popular as the risks involved are perceived to be lower.
This is because the company concerned usually has an established track record,
and the managers buying in usually know the business well.
This is almost the same as a MBO but in this case,
a group of managers acquires a company, again usually with the help of a venture
capitalist, where they were not already employed as managers. This may be because
the internal management is not perceived to have sufficient expertise to run the
company as an independent business or cannot raise the funding to buy it out.
NASDAQ
is now the world's largest electronic stock market with trading executed via its
computer system and telecommunication system. Over 1.3 million people and organisations
in over 83 countries use it. In March 2001, it acquired a majority stake in EASDAQ
(see above).
Known also as the Main Market, the Official List is the LSE's
main market for listed companies. It has a number of entry requirements and is
maintained by the UKLA (see below).
A broad term, private equity is basically investment in the
shares of private, unquoted companies, that is those companies not listed on a
stock exchange. Private equity is a generic term covering the entire industry
from buy-outs to venture capital. Private equity is usually provided by specialist
private equity funds and can be applied to a wide variety of situations including
MBOs, MBIs, BIMBOs, or 'public to private' transactions. Private equity funds
are usually those which raise their funds from a variety of external sources such
as insurance companies or pension funds, though other institutions such as some
banks, often run their own private equity funds. Private equity is also provided
by business angels (see above).
A public limited company must have a minimum
authorised share capital (see above) of £50,000 of which a minimum of a
quarter, £12,500 must be paid up. Only a public limited company can offer
its shares to the public. The regulation of public limited companies is stricter
than that of private ones. Any limited company is a private one if it does not
comply with the qualifications required to be a public one. The concept of the
plc or PLC (it can be either, and its name must end with those initials) arose
from the EC's second directive on company law and was introduced in the 1980 Companies
Act.
A ratchet is designed to be an incentive. Generally ratchets affect
the split of equity between separate shareholders, say the private equity investors
and the management of a company, depending on performance of the company. That
ratchet would usually operate to increase the shareholding of management in the
venture if it performs particularly well.