BOOK BUILDING METHOD
A method of marketing
the shares of a company whereby the quantum and the price of the securities to
be issued will be decided on the basis of the 'bids' received from the
prospective shareholders by the lead merchant bankers is known as
'book-building method. Under the book-building method, share prices are determined
on the basis of real demand for the shares at various price levels in the
market. For discovering the price at which issue should be made, bids are
invited from prospective investors from which the demand at various price
levels is noted. The merchant bankers undertake full responsibility for the
same. The option of book-building is available to all body corporate, which are
otherwise eligible to make an issue of capital to the public. The initial
minimum size of issue through book-building route was fixed at Rs.100 crores.
However, beginning from December 9, 1996 issues of any size will be allowed
through the book-building route. Book-building facility is available as an
alternative to firm allotment. Accordingly, a company can opt for book-building
route for the sale of shares to the extent of the percentage of the issue that
can be reserved for firm allotment as per the prevailing SEBI guidelines. It is
therefore possible either to reserve securities for firm allotment or issue
them through the book-building process. The book-building process involves the
following steps:
1. Appointment
of book-runners:
The first step in the
book-building process is the appointment by the issuer company, of the
book-runner, chosen from one of the lead merchant bankers. The book-runner in
turn forms a syndicate for the book-building. A syndicate member should be a
member of National Stock Exchange (NSE) or Over-the-Counter Exchange of India
(OTCEI). Offers of bids‘ are to be made by investors to the syndicate members,
who register the demands of investors. The bid indicates the number of shares
demanded and the prices offered. This information, which is stored in the
computer, is accessible to the company management or to the book-runner. The
name of the book-runner is to be mentioned in the draft prospectus submitted to
SEBI.
2. Drafting prospectus:
The draft prospectus
containing all the information except the information regarding the price at
which the securities are offered is to be filed with SEBI as per the prevailing
SEBI guidelines. The offer of securities through this process must separately
be disclosed in the prospectus, under the caption ‘placement portion category’.
Similarly, the extent of shares offered to the public shall be separately shown
under the caption 'net offer to the public'. According to the latest SEBI
guidelines issued in October 1999, the earlier stipulation that at least 25
percent of the securities were to be issued to the public has been done away
with. This is aimed at enabling companies to offer the entire public issue
through the book-building route.
3. Circulating
draft prospectus
A copy of the draft prospectus filed with SEBI is to
be circulated by the book-runner to
the prospective
institutional buyers who are eligible for firm allotment and also to the
intermediaries who are eligible to act as underwriters. The objective is to
invite offers for subscribing to the securities. The draft prospectus to be
circulated must indicate the price band within which the securities are being
offered for subscription.
4. Maintaining
offer records:
The book-runner maintains a record of the offers
received. Details such as the name and the number of securities ordered
together with the price at which each institutional buyer or underwriter is
willing to sub scribe to securities under the placement portion must find place
in the record. SEBI has the right to inspect such records.
5. Intimation
about aggregate orders:
The underwriters and the institutional investors
shall give intimation on the aggregate of
the offers received to the book-runner.
6. Bid
analysis:
The bid analysis is carried out by the book-runner
immediately after the closure of the bid
offer date. An appropriate final price is arrived at after a careful
evaluation of demands at various prices and the quantity. The final price is
generally fixed reasonably lower than the possible offer price. This way, the
success of the issue is ensured. The issuer company announce the pay-in-date at
eh expiry of which shares are allotted.
7. Mandatory Underwriting:
Where it has been
decided to make offer of shares to public under the category of ‘Net Offer to
the Public’; it is incumbent that underwritten. In case an issue is made
through book-building route, it is mandatory that the portion of the issue
offered to the public be underwritten. This is the purpose, an agreement has to
be entered into with the underwriter by the issuer. The agreement shall specify
the number of securities as well as the price at which the underwriter would
subscribe to the securities. The book-runner may require the underwriter of the
net offer to the public to pay in advance all moneys required to be paid in
respect of their underwriting commitment.
8. Filling
with ROC:
A copy of the prospectus as certified by the SEBI shall
be filed with the Registrar of
Companies within two days of the receipt of the
acknowledgement card from the SEBI.
9. Bank
accounts:
The issuer company has to open two separate accounts
for collection of application
money, one for the private placement portion and the
other for the public subscription.
10.
Collection of Completed
Applications:
The
book-runner collects from
the institutional buyers
and the underwriters
the
application forms along
with the application money to the extent of the securities proposed to be
allotted to them or subscribed by them. This is to be done one day before the
opening of the issue to the public.
11.
Allotment of securities:
Allotment for the private placement portion may be
made on the second day from the
closure of the issue.
The issuer company, however, has the option to choose one date for both the
placement portion and the public portion. The said date shall be considered to
be the date of allotment for the issue of securities through the book-building
process. The issuer company is permitted to pay interest on the application
moneys till the date of allotment or the deemed date of allotment provided that
payment of interest is uniformly given to all the applicants.
12.
Payment schedule and listing:
The book-runner may
require the underwriters to the 'net offer to the public to pay in advance all
moneys required to be paid in respect of their underwriting commitment by the
eleventh day of the closure of the issue. In that case, the shares allotted as
per the private placement category will become eligible for being listed.
Allotment of securities under the public category is to be made as per the
prevailing statutory requirements.
13.
Under-subscription:
In the case of
under-subscription in the ‘net offer to the extent of under-subscription is to
be permitted from to the condition that preference is given to the individual
investors. In the case of under- subscription in the placement portion,
spillover is to be permitted from the net offer to the public to the placement
portion.
Advantages of Book Building
Book-building process
is of immense use in the following ways: 1. Reduction in the duration between
allotment and listing 2. Reliable allotment procedure 3. Quick listing in stock
exchanges possible 4. No price manipulation as the price is determined on the
basis of the bids received.
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