Glossary
Glossary
Ad hoc publicity
Obligation of issuers of securities to immediately report and publish any information that might have a bearing on the price of their securities.
The regulations pertaining to the disclosure requirement are contained in section 15 of the German Securities Trading Act, which states that issuers of securities admitted to the Regulated Market or Unofficial Regulated Market on a German stock exchange are obliged to report all corporate developments that have a sufficiently strong impact on the issuer's financial situation or its business activities to influence the market price of the security.
The obligation to release such information without delay is intended to mitigate the abuse of inside information and enhance market transparency. A violation of the disclosure requirement is punishable with a fine.
Allocation
If demand is higher than the supply of newly issued shares, subscriptions will be shortened and investors will be informed about their final share allocations.
Annual General Meetings (AGM)
The AGM takes place at least once a year and is an opportunity for shareholders to air their concerns and to ask questions. The AGM is responsible for: the appointment and dismissal of the members of the Supervisory Board (but not of the employee representatives); decides on the use of profits; amendments of the company's statutes; capital increases, and actions that will significantly change the organisational structure of the company.
Balance sheet
A balance sheet lists the total assets as well as the equity and debt (liabilities) as of the balance sheet date. A public limited company publishes a balance sheet at the end of the fiscal year and thus outlines its assets and liabilities.
Banking Syndicate (Global Coordinators)
As soon as a decision to go public has been taken, the Global Co-ordinators that will lead the syndicate for the offering are selected. The banks involved form a syndicate up to the time at which the IPO has been completed.
Book-building
Procedure for determining the offering price. Book-building is viewed as an objective method because it determines the price by supply and demand. During the book-building period investors submit their purchase requests specifying how many shares they would like to buy and at which price (within the specified price range). These purchase requests are known as subscriptions or orders, which can come from both institutional and retail investors (who typically put in their orders through their banks). All subscriptions are collected and provide a concrete basis for determining the level of interest in the offer and the price that investors are willing to pay for the stock.
Cash Flow
Indicator of a company's liquidity. Overall liquidity consists of the sums of operative liquidity as well as cash flow resulting from financing and investment activities. Operative cash flow is a good indicator of the company's ability to invest, repay debt and to pay dividends.
Dividend
The Annual General Meeting decides on the amount of dividend. The dividend is the proportion of the profit paid out for each share owned.
Free float
The float refers to shares that are not owned by major shareholders, and can therefore be acquired and traded by the general public. As a rule, the larger the float, the easier it is for investors to buy and sell the stock.
Since June 2002, the stocks in Deutsche Börse's share indices have been weighted according to trading volume and market capitalization based on the number of shares in free float.
Green shoe
Related to the green shoe option the banking syndicate has the possibility to issue additional shares if, in conjunction with a new placement, demand exceeds supply: if a new issue is oversubscribed, the green shoe is used to satisfy excess demand or to stabilize the trading price. The issuing company gives the lead bank an option for more shares under the original terms. In this way, the bank can ultimately issue more shares than originally planned. The issuer and syndicate banks determine the green shoe amount before the IPO. The additional shares generally come from the original owners.
The term comes from the US company Green Shoe Manufacturing, which was the first to utilize the method.
Institutional investor
Institutional investors are capital collectors. Among them are banks, insurers, and asset management companies, but also companies investing their retire-ment contributions in securities.
Investor Relations
Department of the Company which is in charge of communication with financial markets. This includes any activities for maintenance of the relations to existing shareholders and for the acquisition of new shareholders. The objective of investor relations is to facilitate further capital raising, to lower the cost of capital for the Company and to achieve a high share price. Accordingly, the main objective of investor relations are financing functions.
IPO
Abbreviation for Initial Public Offering.
Expression used to describe the process during which a company offers its shares for the first time to the public.
ISIN Number
The International Securities Identification Number (ISIN) serves to clearly identify securities on a world-wide basis and has in the meantime replaced the national securities identification number (WKN).
Issue
Issue of securities by means of a public offer; usually happens as a result of a group of financial institutions acting as mediators (banking syndicate).
Issuer
Company or public body issuing securities.
Managing Board
The management board is responsible for the management of the company and its representation. It is appointed by the Supervisory Board for a maximum of 5 years. Members may be reappointed or their term may be extended for a maximum of five years in each case.
No-par value (NPV) share
Participation in the ownership of an enterprise. It has no par value (the nominal value assigned to a share of stock by the corporate charter at the time of issuance).
Ordinary Share
Share carrying all standard rights like voting rights.
Preference Shares
Shares that do not carry voting rights but are endowed with additional rights such as preferential dividend pay-outs.
Prime Standard
The Prime Standard is part of the EU-regulated segments and the admission or listing segment for companies also planning to attract the attention of international investors.
Prime Standard enterprises are required to meet high international transparency requirements beyond the benchmark laid down the General Standard, which defines the statutory minimum requirements of the regulated market. The most important post-listing obligations include:
- quarterly reporting in German and English
- publication of a corporate diary or calendar in German and English
- holding at least one analysts’ conference per annum
- ad-hoc notices in German and English
- compliance with the post-listing requirements laid down by the General Standard
A listing in the Prime Standard segment is a prerequisite for inclusion in a selection index of the German Securities Exchange (Deutsche Börse) - DAX, MDAX, SDAX, TecDAX).
Registered share
A type of stock registered on the name of the owner, who is also recorded in the stock register of the company. The stock register enables the company to gain a better understanding of its shareholders and shareholder structure.
Regulated Market
As of November 1, 2007, the subdivision of the Official and the Regulated Markets no longer exists. Securities entered into these markets on or since this date are now listed only on the regulated market.
The admission and follow-up requirements of the former Official Market (Amtlicher Markt) apply for the Regulated Market. This also applies to the entry requirements, which previously differed in the two markets: The company must have existed for at least three years; the estimated market value of the shares, or, in the case that an estimate cannot be made, the capital of the company itself must be at least 1,25 million euros, 25 percent of which must be owned by diversified holdings.
The Regulated Market is an organised market in accordance with article 2, paragraph 5 of the Securities Trading Act. This means that the admission and follow-up requirements for the participants and the organisation of trading are legally regulated.
Before being admitted to trading, issuers are required to undergo an approval process as stipulated by public law. Together with at least one bank, a financial service institution, or a company that does business under the provisions of article 53, paragraph 1, no. 1, or article 53b, paragraph 1, no. 1 of the Banking Act, prospective participants must submit an application to the Admissions Board of the respective exchange.
In addition to the admission requirements, issuers on the Frankfurt Stock Exchange opt for a transparency standard. Issuers in the regulated market can choose either the general or the prime standard. Issuers in the open market choose the admission standard. This choice depends on the admission and follow-up requirements.
Road Show
In the context of an IPO, institutional investors in major financial centres will want to meet the management of the company. The company will introduce itself to the international investment community by presenting its strategy, goals and particular strengths. The roadshow is an important means to stimulate interest in the company and help generate orders during the subscription period.
Share
Security representing a part of a company's overall equity capital. German stock corporation law differentiates between nominal value shares and so-called individual share certificates. Owning a share entitles the shareholder among others to participate in Annual General Meetings; to vote at Annual General Meetings; to receive dividends, and to subscribe for "new" shares in case of a capital increase. Some of these rights can be limited or excluded under certain circumstances.
Subscription
When subscribing for shares the investor commits himself to buy a certain amount of newly issued securities.
Subscription period
Within the subscription period, investors can subscribe for new shares. This is done by declaring one's commitment to purchase a determined amount of shares.
Supervisory Board
A control body stipulated by the German Stock Corporations Act (Aktiengesetz – AG), responsible for monitoring the actions of the Management Board. Its members are elected at the Annual General Meeting unless they are to be appointed to the Supervisory Board or elected by the workforce in accordance with legislation relating to co-determination. The members of the Supervisory Board can be appointed for a maximum period until such time as the Annual General Meeting has been closed after adopting a resolution in favor of discharge for the fourth fiscal year since the beginning of the members’ term of office. The key functions of the Supervisory Board include the appointment and dismissal of the Management Board as well as monitoring corporate governance by the Management Board.
Voting right
The shareholder is entitled to vote resolutions that are proposed at the Annual General Meeting of the company he or she is a shareholder of. The weight of his or her vote depends on the amount of shares held.
Xetra
The term Xetra stands for the electronic stock exchange trading system of Deutsche Börse AG (Exchange Electronic Trading System).
