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Book Building
Book Building
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Need of Book Building
The abolition of the Capital Issue Control Act, 1947 has brought a new era in the primary
capital markets in India. Controls over the pricing of the issues, designing and tenure of
the capital issues were abolished. The issuers, at present, are free to make the price of the
issues. Before establishment of SEBI in 1992, the quality of disclosures in the offer
documents was very poor. SEBI has also formulated and prescribed stringent disclosure
norms in conformity to global standards. The main drawback of free pricing was the
process of pricing of issues. The issue price was determined around 60-70 days before the
opening of the issue and the issuer had no clear idea about the market perception of the
price determined. The traditional fixed price method of tapping individual investors
suffered from two defects: (a) delays in the IPO process and (b) under-pricing of issue. In
fixed price method, public offers do not have any flexibility in terms of price as well as
number of issues. From experience it can be stated that a majority of the public issues
coming through the fixed price method are either under-priced or over-priced. Individual
investors (i.e. retail investors), as such, are unable to distinguish good issues from bad
one. This is because the issuer Company and the merchant banker as lead manager do not
have the exact idea on the fixed pricing of public issues.
Thus it is required to find out a new mechanism for fair price discovery and to help the
least informed investors. That’s why, Book Building mechanism, a new process of price
discovery, has been introduced to overcome this limitation and determine issue price
effectively. Public offers in fixed price method involve a pre issue cost of 2-3% and carry
the risk of failure if it does not receive 90% of the total subscription. In Book Building
such cost and risks can be avoided because the issuer company can withdraw from the
market if demand for the security does not exist.
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Malegam Panel’s Recommendations:
The introduction of book-building in India in 1995 was on account of the
recommendations of an expert committee appointed by SEBI under Chairmanship of YH
Malegam “to review the (then) existing disclosure requirements in offer documents.”
Two of the terms of reference being “the basis of pricing the issue” and “whether
substantial reduction was possible in the time taken for processing applications by SEBI.”
The committee has submitted its report with several recommendations and the SEBI
accepted the same in November 1995. The book-building route should be open to issuer
companies, subject to certain terms and conditions. Some of them are presented below:
1. The option should be available only to issues exceeding Rs. 100 crore;
2. The book-building issuer companies could either reserve the securities for firm
allotment or avail themselves of the book-building process;
3. Draft prospectus to be submitted to SEBI could exclude information about the offer
price;
4. A book runner to be nominated from among the lead merchant bankers, charged with
specific responsibilities and the name is to be submitted to the SEBI’s approval
5. The requirement of 25 percent of the securities to be offered to the public will be
continued.
There have been several amendments/revisions to the above guidelines; the first one in
December 1996 made available the option of book-building to all corporate bodies which
were otherwise eligible to make an issue of capital to the public, and in case of under
subscription, the spill-over from the public portion could be permitted to the placement
area and vice-versa.
In 1997, the restriction of the facility to 75 % of the issue was thought to severely
constrain the benefits arising out of price and demand discovery, and the facility was
extended to 100 percent of the issue, available only if the issue amount was Rs. 100 crore
and above, compulsorily offering an additional 10 percent of the issue to the public
through prospectus, and reserving at least 15 percent of the issue size to individual
investors applying up to ten tradable lots. Further, audited financial ratios had to be
disclosed, namely, EPS, P/E, average return on net worth for the last three years and net
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asset value based on last year’s balance sheet. However, there were no takers for the 100
percent book-building facility. Based on suggestions made by leading merchant bankers,
the following amendments were made to the guidelines in 1999:
1. The issuer may be allowed to disclose either the issue size or the number of securities
to be offered to the public;
2. Allotment should be in demat mode only; and
3. Reservation of 15 percent of issue amount for individual investors need to the public at
a fixed price.
Some of the earliest mega issues through the book-building route were those of Larsen &
Toubro, ICICI, TISCO and others.
Book Building and Fixed Price Option in the IPOs
A company may raise capital in the primary capital market through initial public offers
(IPOs), rights issues and private placement. IPOs, the largest sources of funds in the
primary capital market, to the company are basically an invitation by a company to the
public to subscribe to its securities offered through prospectus.
In fixed price process in IPOs, allotments of shares to all investors are made on
proportionate basis. Institutional investors normally are not interested to participate in
fixed price public issues due to uncertainty of allotment and lack of opportunity cost. On
the other, they like to participate largely in book built transactions as in this process the
costs of public issue and the time taken for the completion of the entire process are much
lesser than the fixed price issues.
In Book Building the price is determined on the basis of demand received or at price
above or equal to the floor price whereas in fixed price option the price of issues is fixed
first and then the securities are offered to the investors. In case of Book Building process
book is built by Book Runner Lead Manager (BRLM) to know the everyday demand
whereas in case of fixed price of public issues, the demand is known at the close of the
issue.
mukesha.kr@indiatimes.com
How is Book Built in India?
The main parties who are directly associated with book building process are the issuer
company, the Book Runner Lead Manager (BRLM) and the syndicate members. The
Book Runner Lead Manager (i.e. merchant banker) and the syndicate members who are
the intermediaries are both eligible to act as underwriters. The steps which are usually
followed in the book building process can be summarized below:
1. The issuer company proposing an IPO appoints a lead merchant banker as a
BRLM.
2. Initially, the issuer company consults with the BRLM in drawing up a draft prospectus
(i.e. offer document) which does not mention the price of the issues, but includes other
details about the size of the issue, past history of the company, and a price band. The
securities available to the public are separately identified as “net offer to the public”.
3. The draft prospectus is filed with SEBI which gives it a legal standing.
4. A definite period is fixed as the bid period and BRLM conducts awareness
campaigns like advertisement, road shows etc.
5. The BRLM appoints a syndicate member, a SEBI registered intermediary to
underwrite the issues to the extent of “net offer to the public”.
6. The BRLM is entitled to remuneration for conducting the Book Building process.
7. The copy of the draft prospectus may be circulated by the BRLM to the
institutional investors as well as to the syndicate members.
8. The syndicate members create demand and ask each investor for the number of
shares and the offer price.
9. The BRLM receives the feedback about the investor’s bids through syndicate
members.
10. The prospective investors may revise their bids at any time during the bid period.
11. The BRLM on receipts of the feedback from the syndicate members about the bid
price and the quantity of shares applied has to build up an order book showing the
demand for the shares of the company at various prices. The syndicate members must
also maintain a record book for orders received from institutional investors for
subscribing to the issue out of the placement portion.
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12. On receipts of the above information, the BRLM and the issuer company
determine the issue price. This is known as the market-clearing price.
13. The BRLM then closes the book in consultation with the issuer company and
determine the issue size of (a) placement portion and (b) public offer portion.
14. Once the final price is determined, the allocation of securities should be made by the
BRLM based on prior commitment, investor’s quality, price aggression, earliness of bids
etc. The bid of an institutional bidder, even if he has paid full amount may be rejected
without being assigned any reason as the Book Building portion of institutional investors
is left entirely at the discretion of the issuer company and the BRLM.
15. The Final prospectus is filed with the registrar of companies within 2 days of
determination of issue price and receipts of acknowledgement card from SEBI.
16. Two different accounts for collection of application money, one for the private
placement portion and the other for the public subscription should be opened by the
issuer company.
17. The placement portion is closed a day before the opening of the public issue through
fixed price method. The BRLM is required to have the application forms along with the
application money from the institutional buyers and the underwriters to the private
placement portion.
18. The allotment for the private placement portion shall be made on the 2nd day from
the closure of the issue and the private placement portion is ready to be listed.
19. The allotment and listing of issues under the public portion (i.e. fixed price
portion) must be as per the existing statutory requirements.
20. Finally, the SEBI has the right to inspect such records and books which are
maintained by the BRLM and other intermediaries involved in the Book Building process
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Book Building Process
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Some of the guidelines of SEBI are:
1. In January 2000, SEBI has issued a compendium of guidelines, circulars and
instructions to merchant bankers relating to issue of capital, including those on the book-
building mechanism. The compendium includes a model time frame for book-building:
“After the price has been determined on the basis of bidding, statutory public
advertisements for a continuous three days containing, inter alia, the price as well as a
table showing the number of securities and the amount payable by an investor, based on
the price determined, shall be issued and the interval between the advertisement and issue
opening date should be a minimum of five days.”
2. The draft prospectus to be circulated has to indicate the price band within which the
securities are being offered for subscription. The bids have to be within the price bands.
Bidding is permissible only if an electronically- linked transparent facility is used. An
issuing company can also fix a minimum bid size. An initial bid can be changed before
the final rate is determined.
3. The Prospective bidders were advised to read the “Red herring prospectus” carefully.
According to the Act, a “Red herring prospectus” means a prospectus that does not have
complete particulars on the price and the quantum of securities offered.
4. The year 2000, Amendment to the Act gave legal cloak to the book-building route by
allowing circulation of the information memorandum and the red herring prospectus.
According to the Act, a process is to be undertaken prior to the filing of a prospectus by
which a demand for the securities proposed to be issued by a company is elicited, the
price and the terms of the issue of such securities are assessed by means of a notice,
circular, advertisement or document. Incidentally, the working group on the
Comprehensive Companies Bill, 1997 (since lapsed) had advocated introduction of book-
building. It defined the term as “an international practice that refers to collecting orders
from investment bankers and large investors based on an indicative price range. In capital
markets, with sufficient width and depth, such a pre-issue exercise often allows the issue
to get a better idea of the demand and the final offer price of an intended public offer.”
mukesha.kr@indiatimes.com
2.Offer to public through Book building process: The process specifies that an issuer
company may make an issue of securities to the public through prospectus in the
following manner:
a. 100% of the net offer to the public through book-building process, or
b. 75% of the net offer to the public through book-building process and 25% of the net
offer to the public at the price determined through book building process.
100% of the net offer to the public through 100% Book Building process
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