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Offshore Glossary

Offshore Related Expressions Explained

Arbitrage - Buying securities in one country, currency or market and selling in another to take advantage of price differentials.

Articles of Association - Regulations for governing the rights and duties of the members of a company among themselves. Articles deal with internal matters such as general meetings, appointment of directors, issue and transfer of shares, dividends, accounts and audits.

Asset Protection Trust - A trust established offshore to protect settlor's assets against those who may attempt to make claims against them: creditors, former spouses and dependents on death.  Some offshore jurisdictions provide protection from creditor claims against persons who have guaranteed bank loans.

Back to Back Loan - A loan structure when "A" deposits a sum of money with a bank in country "X" on condition that a related branch, agency, edge corporation or bank located in country "Y" will lend an equivalent sum to "A" or a designee in country "Y".

Bare Trusts - Also known as dry, formal, naked, passive or simple trusts.   These are trusts where the trustees have no duties to perform other than to convey the trust property to the beneficiary(s) when called upon to do so.

Bear - An investor who has sold a security in the hope of buying it back at a lower price.

Bearer Share Certificate - A negotiable share certificate made out in the name of the bearer and not in the name of a particular person or organization.

Bearer Stocks/Shares - Securities for which no register of ownership is kept by the company.  Dividends are not received automatically from the company and must be claimed.

Beneficial Owner - The actual or economic owner of an offshore company as distinct to the registered or nominal owner.

Best effort - A designation that a certain financial result is not guaranteed but that a good faith effort will be made to provide the result that is represented.

BIS - Bank for International Settlements, Basle, Switzerland.  The bank's bank.

Blind Trust - A trust in which the trustees are not allowed to provide any information to the beneficiaries about the administration of the assets of the trust.

Blocked Funds - Term for "reserving" funds by one bank for the benefit of another bank.  Blocking of funds is an often used banking procedure to ensure that the same funds are not used twice.  Often more beneficial to an investor than a bank guarantee.

Blue Chip - Term for the most prestigious industrial shares.  Originally an American term derived from the color of the highest value poker chip.

Bond - Any interest-bearing government or corporate security that requires that the issuer will pay the holder of the bond a specified sum of money, usually at fixed intervals, and will repay the principal amount of the loan at maturity.  A secured bond is backed by collateral, whereas as an unsecured bond or debenture is backed by the full faith and credit of the issuer, not by any specified collateral.

Broker - An intermediary.  An individual or organization in-between the person/organization that controls the funds and the provider/trader.  A broker often knows someone who knows somebody else who may provide program trading.  This chain of brokers is known in the business as a "daisy chain".  There are thousands of "want-to-be"-, "hope-to-be"- and "wish-they-were" brokers in the high-yield business who are giving the industry a bad name.

Bull - An investor who has bought a security in the hope to make a profit from rising prices.

Capitalization Issue - The process whereby money from a company's reserves is converted into capital and then distributed to shareholders as new shares, in proportion to their original holdings, also known as bonus or scrip issue.

Cap - An optionlike contract for which the buyer pays a fee or premium, to obtain protection against a rise in a particular interest rate above a certain level.  For example, an interest rate cap may cover a specified principal amount of a loan over a designated time period such as a calendar quarter.  If the covered interest rate rises above the rate ceiling, the seller of the rate cap pays the purchaser an amount of money equal to the average rate differential times the principal amount times one quarter.

Clearing System - A mechanism for calculation of mutual positions within a group of participants with a view to facilitating the settlement of their mutual obligations on a net basis.

Collar - The simultaneous purchase of a cap and the sale of a floor with the aim of maintaining interest rates within a defined range.  The premium income from the sale of the floor reduces or offsets the cost of buying the cap.

Conditional SWIFT - A funds transfer method which uses Society for Worldwide Interbank Financial Telecommunications protocols to transfer funds conditionally between banks, subject to the performance of a specified party.

Commission - The fee that a broker charges clients for dealing on their behalf.

Commitment Holder - A wealthy private party buying guarantees from the issuing banks, reselling them to other banks/brokers.  Commitment holders are not allowed to trade or do business on their own behalf.  Other designation: provider.

Compound Yield - The total return on investment, consisting of the distribution (dividend, interest) and the capital gain or loss, in % of the investment amount.

Consideration - The money value of a transaction (number of shares multiplied by the price), before adding commission, stamp duty, etc.

Contract exit for non-performance - A condition in a financial agreement that enables the investor to take back his funds if the result represented is not achieved.

Contract Note - The day that a transaction takes place, the broker sends the client a document detailing the transaction, including full title of the stock, price, consideration and stamp duty (if applicable).

Cover - The total net profit a company has available for distribution as dividend, divided by the amount paid, gives the number of times that the dividend is covered.

Credit Equivalent - Value amount representing the credit risk exposure in off-balance sheet transactions.  In the case of derivatives, credit equivalent value represents the potential cost at current market prices of replacing the contract's cash flows in the case of default by the counter-party.

Credit Risk - The risk that a counter party to a transaction will fail to perform according to the terms and conditions of the contract, thus causing the holder of the claim to suffer a loss.

Currency Swaps - A transaction involving the exchange of cash flows and principal in one currency for those in another with an agreement to reverse the principal swap at a future date.

Current Exposure Method - Term used in the Basle Capital Accord to denote a method of assessing credit risk in off-balance sheet transactions, consisting of adding the market to market replacement cost of all contracts and an amount for potential credit exposure arising from future price- or volatility changes.

Debenture - A certificate of indebtedness, an instrument in which a corporation or a company acknowledges indebtedness for a specified sum on which interest is due until the principal is paid back.

Demand Guarantees - General term for payment undertakings arising on the presentation of a written demand (plus possible other documents specified in the guarantee), not conditional on proof of default by the principal in the underlying transaction. They ensure often that the lender will be paid the principal on maturity and possibly, depending on the instrument, interest when due.  Example: SLC's.

Depository Trust Company (DTC) - A custodial clearing facility owned by the major banks and securities firms and monitored by various banking regulatory agencies and the Securities and Exchange Commission.

Discount - When the market price of a newly issued security is lower than the issue price.  If it is higher, the difference is called a premium.

Discretionary Trust - The form of trust usually established offshore.  The discretion's are vested in the trustee who can usually decide which of the beneficiaries is to benefit, when and to what extent.  Discretion's are exercised under advice of, or suggestions from the settlor or protector.

Dividend - The part of a company's post-tax profits distributed to shareholders, usually expressed as an amount per share.

Domicile - The place of a person's permanent home and the means by which the person is connected with a certain system of law related to issues such as marriage, divorce, succession of estate and taxation.

Double Exit - Use of two passports for the purpose of confusion or convenience.

Draft - A signed, written order by which one party (the drawer) instructs another party (the drawee) to pay a specified sum to a third party (the payee), at sight or at a specific date.

ECU - European Currency Unit.

EMS - European Monetary Unit.

Equity - The risk-sharing part of a company's capital, usually referred to as ordinary shares.

Equity Options - A class of options giving the purchaser the right but not the obligation to buy or sell an individual share, a basket of shares or an equity index at a predetermined price, on or before a fixed date.

Equity Swaps - A transaction that allows an investor to exchange the rate of return (or a component thereof) on an equity investment (an individual share, a basket or index) for the rate of return on another non-equity or equity investment.

Eurobond - A bond issued in a currency other than that of the country or market in which it is issued.  Interest is paid without the deduction of tax.

Ex - Latin for 'without', the opposite of Cum.  Used to indicate that the buyer is not entitled to participate in whatever forthcoming event is specified, for example, ex cap, ex dividend, ex rights.

Exercise Price - The fixed price at which an option holder has the right to buy, in the case of a call option, or to sell, in the case of a put option, the financial instrument covered by the option.

Exit Buyer - The buyer of a security arriving on the secondary (retail) market.

Expatriation - The removal of ones legal residence or citizenship from one country to another in anticipation of future restrictions on capital movements or to avoid estate taxes.

FED - Federal Reserve, the US Central Banking system, established in 1913 and responsible for managing the US Dollar, both within and outside the US.

FIBV - World Federation of Stock Exchanges.

Fresh Cut - Security arriving on the secondary (retail) market.

Fiduciary Account - An amount typically deposited with a Swiss Bank which will redeposit the sum with a third party bank outside Switzerland in its own name (to eliminate Swiss withholding tax on interest).

Final Dividend - The dividend paid by a company at the end of its financial year.

Flight Capital - The movement of large sums of money from one country to another to escape political or economic turmoil, aggressive taxation or to seeking higher rates of interest.

Floor - A contract whereby the seller agrees to pay to the purchaser in return for the payment of a premium, the difference between current interest rates and an agreed (strike) rate times the notional amount, should interest rates fall below the agreed rate.   A floor contract is effectively a string of interest rate guarantees.

Flotation - The occasion on which a company's shares are offered on a market for the first time.

Foreign Currency Account - An account maintained in a bank in another currency than the currency of the country in which the bank is located.  Foreign currency accounts can be maintained for depositors by banks in the United States.

Forfaiting - The process of purchasing at a discount registered bank paper which will mature in the future without recourse to previous holders of the receivable.   Comparable to factoring.

Fully Paid - Applied to new issues when the total amount payable in relation to the new shares has been paid to the company.

Futures - Securities or goods bought or sold for future delivery.  There may be no intention to take them up but to rely upon price changes in order to sell at a profit before delivery.

Glass-Steagall act - A portion of the Banking Act of 1933 which prohibits banks from entering into the securities business and prohibits securities firms from accepting deposits.  However, securities issued or guaranteed by a bank are not subject to the Securities Act of 1933. Therefore, bank instruments, by virtue of being issued by a bank, are not considered a form of securities.

Grantor Trust - Under US tax law, income of the trust is taxed as the income of the grantor.

Grossing Up - Calculation of the amount that would be required in the case of an investment subject to tax to equal the income from that investment as if it were not subject to tax.

Hard Currency - The term "hard currency" is a carry-over from the days when sound currency was freely convertible into "hard" metal, i.e. gold.   It is used today to describe a currency which is sufficiently sound so that it is generally accepted internationally at face value.

Hedge Funds - Speculative funds managing investments for private investors (in the US, such funds are unregulated if the number of investors does not exceed one hundred).

Hot Money - (1) Large quantities of money that move quickly in international currency exchanges due to speculative activity. (2) Foreign funds temporarily transferred to a financial center and subject to withdrawal at any moment.

ICC - International Chamber of Commerce, Paris, France.  The institution that issues the rules governing Demand Guarantees, including SLC's.  The International Chamber of Commerce has no affiliation with the local Chamber of Commerce offices.

Insider Dealing - A criminal offense involving the purchase or sale of shares by someone who possesses inside information about a company's performance and prospects which is not yet available to the market as a whole, and which, if available, might affect the share price.

Interbank Rate of Exchange - The rate at which banks deal with each other in the market.

Interest Rate Swap - A transaction in which two counterparties exchange interest payment streams of differing character based on an underlying notional principal amount.   The three main types are coupon swaps (fixed rate to floating rate in the same currency), basis swaps (one floating rate index to another floating rate index in the same currency) and cross-currency interest rate swaps (fixed rate in one currency to floating rate in another).

International Business Company (IBC) - A term used to define a variety of offshore corporate structures.  Common to all IBC's are the dedication to business use outside the incorporating jurisdiction, rapid formation, secrecy, broad powers, low cost, low to zero taxation and minimal filing and reporting requirements.  An increasing number of offshore jurisdictions are permitting the use of nominee shareholders, directors and officers.

Investment Trust - A company whose sole business consists of buying, selling and holding shares.

Key tested telex (KTT) - An older form of transferring funds between banks, using telex machines in addition to verification of messages through the use of key code numbers.

Laundering - Laundering is the process of cleaning illicitly gained money so that it appears to others to have come from, or to be going to, a legitimate source.

Letter of Intent (LOI) - A document by which the investor states that he intends to enter into a High-Yield transaction. 

Letter of Wishes/Memorandum of Wishes - A document prepared by the settlor or grantor of a trust providing guidance on how trustees should exercise their discretion's.

Leverage - Company debt expressed as a percentage of equity capital.  High leverage means that debts are high in relation to assets.  The equivalent UK term is gearing.

Leveraged (indirect) programs - Programs which use leased assets (such as US Government bonds) to increase the amount of instruments purchased and resold for a profit.   The benefit of leased assets is that such programs generate substantially larger profits.

Limit - In relation to dealing instructions, a restriction set on an order to buy or sell, specifying the minimum selling or maximum buying price.

Limited Power of Attorney - A legal document that empowers the trade manager to deal with the various parties of the transaction on behalf of the owner of the funds (the Principal).  Transactions will not happen without this instrument.

Listed Company - A company that has obtained permission for its shares to be admitted to the London Stock Exchange's Official List.

Man of Straw - Effectively a nominee settlor or grantor who creates an offshore trust but often has no further connection with the trust once it is created.

Managed Bank - An offshore bank also known as a Class "B" or Cubicle Bank.  The Managed Bank is not required to maintain a physical presence in the licensing jurisdiction.  Its presence in the licensing jurisdiction is passive with nominee directors and officers provided by a managing trust company with a physical presence.  The Managed Bank is not permitted to transact business within the licensing jurisdiction but may maintain its books, records, etc., to assure secrecy of operations.

Merchant Bank - A European form of an Investment Bank.

Mini-Trust - A short (usually preprinted) form of a trust, often used as a confidentiality enhancer, to bridge the ownership and management of an International Business Company.  The Mini-Trust is intended only to pass assets on the death of the settlor, i.e. a will substitute.

MTN - Medium Term Note.  A guarantee issued by a bank with a maturity between 1 and 10 years and paying interest (often 10 years with a 7 1/2% coupon).

Mutual Legal Assistance Treaty - A treaty which provides for mutual legal assistance, including the exchange of information, etc., in cases where criminal offenses have been committed.

Net Asset Value - The value of a company after all debts have been paid, expressed as an amount per share.

Nominee Company - A company formed for the express purpose of holding securities and other assets in its name or to provide nominee directors and/or officers on behalf of clients of its parent bank or trust company.

Nominee Director - A director whose function is passive in nature.  The director receives a fee for lending his or her name to the organization. Nominee directors are subject to director responsibilities.

Nominee Name - Name in which security is registered and held in trust on behalf of the beneficial owner.

Off-balance sheet financing - The process whereby a contingent (dependent on certain events) liability is not recorded as a liability on the balance sheet but typically appears in the notes to the financial statement.  Off-balance sheet financing is therefore not reflected in the balance sheet total, although possible related reserves will.

Offshore Banking - By popular usage, the establishment and operation of US or foreign banks in such offshore tax havens as the Bahamas and the Cayman Islands.

Offshore Banking Unit (OBU) - A bank in an offshore financial center, not allowed to conduct business in the domestic market but only with other OBU's or with foreign persons.

Offshore Booking Centers - An offshore financial center used by international banks as a location for "shell branches" to book certain deposits and loans.   Such offshore bookings are often utilized to avoid regulatory restrictions and taxes.

Offshore Company - See International Business Company.

Offshore Financial Centers - A country or jurisdiction where an intentional attempt has been made to attract foreign business by deliberate government policy such as the enactment of secrecy laws and tax incentives.

Offshore Group of Banking Supervisors (OGBS) - Established in October 1980 at the instigation of the Basle Committee on Banking Supervision with which the Group maintains close contact.  The primary objective of OGBS is to promote the effective supervision of banks in their jurisdictions and to further international cooperation in the supervision between the Offshore Banking Supervisors and between them and Basle Committee member nations and other banking supervisors.  Current OGBS members are: Aruba, Bahamas, Bahrain, Barbados, Bermuda, Cayman Islands, Cyprus, Gibraltar, Guernsey, Hong Kong, Isle of Man, Jersey, Lebanon, Malta, Mauritius, Netherlands Antilles, Panama, Singapore and Vanuatu.

Offshore Limited Partnership - A partnership, the general partner of which is an offshore company.  The limited partners may be onshore entities.

Offshore Profit Centers - Branches of major international banks and multinational corporations located in a low tax financial center which are established for the purpose of lowering taxes.

Offshore Trust - The quality that differentiates an offshore trust from an onshore trust is portability.  The offshore trust can be transferred to additional jurisdictions to maintain confidentiality and to advantage desirable facets of the new jurisdictions laws.

One-year zeros - An obligation of a bank due in one year and sold at a discount from face value in lieu of an interest coupon.

Ordinary Shares - The most common form of shares.  Holders receive dividends which vary in accordance with the profitability of the company and the recommendations of the directors.  The holders of the ordinary shares are the owners of the company.

Par - The nominal- or face value of a security.  A bond selling at par is worth the same dollar amount as when issued or when redeemed at maturity.

Parallel Account - A separate account established at the trading bank.

Pay Order - A document which instructs a bank to pay a certain sum to a third party.  Such orders are normally acknowledged by the bank which provides a guarantee that the payment will be made.

PBG - Guarantees issued by prime banks.  In this context the word prime is an adjective and not a noun, meaning that the bank issuing the bank guarantee is of prime status, one of the top international banks.

Portfolio - A collection of securities held by an investor.

Prime Bank - An older term for a well known (top-25, top-100) international bank.   The term should be avoided and replaced by "money center bank" or "international bank".

Principal - The party that controls the funds and seeks a secure high-yield investment.

Private Placement - An issue that is offered to a single or a few investors as opposed to being publicly offered.

Private Trustee Company - A company incorporated in certain offshore jurisdictions, such as Bermuda, to act as a trustee for a limited class or group of trusts.  Private trustee companies are not permitted to offer trustee services to the public generally.

Privatization - Conversion of a state run company into a public company, often accompanied by a sale of its shares to the general public.

Proof of Funds (POF) - A document by which the principal's bank states that the principal owns the funds required for the transaction.  Usually, proof of funds can also be delivered in the form of a recent bank-, security- or custody statement.  A generic document can be found in the "How to contact us" page of this site.

Proper Law - The body of law which governs the validity and interpretation of a contract or trust deed.

Protector - A person appointed by the settlor/grantor of a trust, who has limited powers to control the trustee.  The protector usually has the right to change trustees.

Provider - A wealthy private party buying guarantees from the issuing banks, reselling them through banks/brokers.  Other designation: commitment holder.

Purpose Trust - A trust created for an express purpose without any individually ascertained or ascertainable beneficiaries.  A purpose trust is typically used in circumstances where the trust is of philanthropic nature.

Resident Company - A bank, trust company or holding company permitted to deal only in local currency.  Foreign currency transactions must be approved by the appropriate regulatory authority.

Retail Buyer - The buyer of a security when it arrives on the secondary (retail) market.

Re-domiciliation Corporations - Some offshore jurisdictions allow corporations incorporated in other jurisdictions to reincorporate in their own at will.

Rights Issue - An invitation to existing shareholders to acquire additional shares in the company in proportion to the number of shares they already own - usually at a preferential price.

Roll Program - A broker term describing a trade program.  The use of the term "roll program" should be avoided.

Safekeeping receipt - A document issued by a bank which requires the bank to hold specific funds (or securities, gold, etc.) unconditionally separate from other assets and return them when requested by the depositor.  In this way, the funds (or securities, gold, etc.) are not an asset of the bank nor are they, directly or indirectly, subject to any of the bank's other obligations or debts.

Seasoned - Securities owned by a participant in the secondary (retail) market.

Securities - General name for shares and bonds of all types.  Shares produce a variable dividend and bonds a fixed interest.

Service Company - A company located in an offshore financial center to provide management, invoicing and other services for client companies located in other countries. Initially used to advantage double taxation treaties.  Service Companies are now frequently used to facilitate flight capital outflow and are often involved in money laundering schemes.

Settlement - Exchanging money or securities for securities.

SLC - Stand-by Letter of Credit.  A financial guarantee or performance bond issued by a bank on behalf of a customer and regulated by the ICC-500 rules.

Sub-account (segregated account) - When a bank acts on behalf of an intermediary, a sub account is opened for each of the intermediaries' clients, to hold their funds in their name.  The account can only be operated, and the funds can only be used, according to the terms of a written agreement (Power of Attoney) that is given to, and approved by, the bank.  The deposited funds are not considered intermediary assets nor bank assets if a safekeeping receipt is issued by the bank.

Trade Program - A term for the participation in the buying and the selling of bank debentures.

Tranche - A specified part of a larger transaction.  Each purchase and resale of a separate block of bank instruments within the total transaction is known as a tranche.  For example, a contract may be signed to buy 100 million US dollars worth of bank paper with an initial tranche (or purchase) of 25 million US dollars.

Transfer - The form signed by the seller of a security authorizing the company to remove his name from the register and substitute that of the buyer.

Underwriting - An arrangement by which a company is guaranteed that an issue of shares will raise a given amount of cash because the underwriters, for a commission, agree to subscribe for any of the issue not taken up by the public.

Warrant - A special kind of option given by the company to holders of a particular security giving them the right to subscribe for future issues, either of the same or of some other security.

White Knight - A company which rescues another which is in financial difficulty, especially one which saves a company from an unwelcome takeover bid.

Yield - The return earned on an investment taking into account the annual income and its present capital value.  There are a number of different types of yield and in some cases different methods of calculating each type.

106/108% bank guarantee - A written guarantee issued and payable by a bank which provides for the return of the principal amount plus six or eight percent interest.

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