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Book
Building - About Book Building
Book Building is basically a
capital issuance process used in Initial Public Offer (IPO) which aids price
and demand discovery. It is a process used for marketing a public offer of
equity shares of a company. It is a mechanism where, during the period for
which the book for the IPO is open, bids are collected from investors at
various prices, which are above or equal to the floor price. The process
aims at tapping both wholesale and retail investors. The offer/issue price
is then determined after the bid closing date based on certain evaluation
criteria.
The Process:
- The Issuer who is planning an IPO nominates a lead merchant banker as
a 'book runner'.
- The Issuer specifies the number of securities to be issued and the
price band for orders.
- The Issuer also appoints syndicate members with whom orders can be
placed by the investors.
- Investors place their order with a syndicate member who inputs the
orders into the 'electronic book'. This process is called 'bidding' and is
similar to open auction.
- A Book should remain open for a minimum of 5 days.
- Bids cannot be entered less than the floor price.
- Bids can be revised by the bidder before the issue closes.
- On the close of the book building period the 'book runner evaluates
the bids on the basis of the evaluation criteria which may include -
- Price Aggression
- Investor quality
- Earliness of bids, etc.
- The book runner and the company conclude the final price at which it
is willing to issue the stock and allocation of securities.
- Generally, the number of shares are fixed, the issue size gets frozen
based on the price per share discovered through the book building process.
- Allocation of securities is made to the successful bidders.
- Book Building is a good concept and represents a capital market which
is in the process of maturing.
Guidelines for Book Building
Rules governing book building is covered in Chapter XI of the Securities and
Exchange Board of India (Disclosure and Investor Protection) Guidelines
2000.
BSE's Book Building System
- BSE offers the book building services through the Book Building
software that runs on the BSE Private network.
- This system is one of the largest electronic book building networks
anywhere spanning over 350 Indian cities through over 7000 Trader Work
Stations via eased lines, VSATs and Campus LANS
- The software is operated through book-runners of the issue and by the
syndicate member brokers. Through this book, the syndicate member brokers
on behalf of themselves or their clients' place orders.
- Bids are placed electronically through syndicate members and the
information is collected on line real-time until the bid date ends.
- In order to maintain transparency, the software gives visual graphs
displaying price v/s quantity on the terminals.
Initial Public Offerings
Corporates may raise capital in the primary market by way of an initial
public offer, rights issue or private placement. An Initial Public Offer
(IPO) is the selling of securities to the public in the primary market. This
Initial Public Offering can be made through the fixed price method, book
building method or a combination of both.
In case the issuer chooses to issue securities through the book building
route then as per SEBI guidelines, an issuer company can issue securities in
the following manner:
- 100% of the net offer to the public through the book building route.
- 75% of the net offer to the public through the book building process
and 25% through the fixed price portion.
Difference between shares offered through book building and offer
of shares through normal public issue:
| Features |
Fixed Price process |
Book Building
process |
| Pricing |
Price
at which the securities are offered/allotted is known in advance to the
investor. |
Price
at which securities will be offered/allotted is not known in advance to
the investor. Only an indicative price range is known. |
| Demand |
Demand
for the securities offered is known only after the closure of the issue |
Demand
for the securities offered can be known everyday as the book is built. |
| Payment |
Payment
if made at the time of subscription wherein refund is given after
allocation. |
Payment
only after allocation. |
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