Book building is a process used by companies and underwriters to determine the price at which an Initial Public Offering (IPO) will be offered. This method is popular in the global financial markets, as it allows market participants to help decide a fair price for new shares. Unlike fixed-price offerings, the book building method enables a price range for bids, making it more dynamic and reflective of market demand.
This guide delves into what book building is, how it works in the IPO context, the steps involved in the book building process, and the difference between book building and reverse book building.
What is Book Building?
Book building is a price discovery mechanism wherein the issuing company, in collaboration with its lead managers or underwriters, collects bids from investors within a price band. Based on these bids, the final price of the shares is determined. The primary objective of the book building process is to gauge investor interest and establish a price that reflects true market demand for the company’s shares.
The process of book building contrasts with fixed-price issues, where a predetermined share price is set before the IPO. By allowing a range of bids, book building helps establish a fair market price, optimizing both the issuer’s and investors’ interests.
Book Building in the IPO Process
In an Initial Public Offering (IPO), book building serves as a way to decide the optimal share price for both the company and potential investors. The process involves inviting bids within a price range and then determining the cut-off price based on demand.
The book building process in an IPO is beneficial because it enables the company to maximize capital raised while also aligning the share price with investor demand. This process typically includes the following parties:
Issuing Company: The business going public and offering shares.
Underwriters or Lead Managers: Investment banks or financial institutions managing the IPO.
Bidders: Institutional, non-institutional, and retail investors interested in purchasing shares.
Book Building Process Steps
The book building process is structured and follows specific steps:
Setting the Price Band:
The issuing company, in consultation with the lead managers, decides on a price band or range within which investors can bid. The price band usually includes a floor price (minimum bid price) and a cap price (maximum bid price). For instance, if the price band is set at ₹100–₹120, investors can place bids anywhere within this range.
Open Period for Bidding:
The book building window is opened for a specific period, generally lasting 3–5 days. During this time, investors submit bids within the established price range.
Bidding Process:
Investors submit their bids, specifying the price and the number of shares they wish to purchase. The demand for shares at each price level is tracked, helping determine the final offer price.
Closure and Price Determination:
After the bidding period ends, the lead managers analyze the demand at each price point and set a cut-off price or final price. This is typically the price at which demand and supply meet, allowing the company to optimize the number of shares sold.
Allotment of Shares:
The company allots shares to successful bidders based on the final price. If the IPO is oversubscribed, the allotment typically follows a proportionate basis.
Listing:
The stock exchange lists the company’s shares, and trading begins at the final IPO price determined through the book-building process.
The direction of the bidding process categorizes the book-building method.
Traditional Book Building:
In traditional book building, the company collects bids within a pre-decided price range and sets the final price based on demand. Companies commonly use this approach for IPOs.
Reverse Book Building:
Reverse book building is used when a company or investor wishes to buy back shares from the public. In this case, shareholders specify the price at which they are willing to sell their shares back to the company. The highest price within the range of bids is usually selected as the buyback price.
Key Terms in the Book Building Process
Here are some important terms associated with book building that investors should understand:
Price Band: The range within which investors can place their bids. It includes a floor price and a cap price.
Floor Price: The minimum bid price within the price band.
Cap Price: The maximum bid price within the price band.
Cut-Off Price: The price at which shares are finally allotted based on demand. Retail investors can select a cut-off bid to indicate willingness to pay the final price determined.
Bid Lot: The minimum number of shares investors must apply for in an IPO.
Book Running Lead Manager (BRLM): The institution responsible for managing the book building process, including setting the price band and assessing demand.
Book Building vs. Fixed Price Issues
The book building method is different from fixed price issues, where the IPO price is set beforehand and is non-negotiable. In contrast, book building allows flexibility by enabling investors to choose a price within a range.
Attribute
Book Building
Fixed Price Issue
Pricing
Dynamic, based on investor demand
Fixed, pre-determined price
Price Discovery
Conducted during the IPO bidding process
No price discovery, single price offered
Investor Bids
Within a price band
At a fixed price
Transparency
High, as demand at each price is visible
Less transparent
Companies generally favor the book building process in larger IPOs because it offers more flexibility and attracts a broader investor base.
Importance of Book Building in IPOs
Book building is crucial in IPOs because it allows for a price that accurately reflects market sentiment. Key benefits include:
Accurate Price Discovery: Book building aligns the IPO price with actual market demand, reducing the risk of underpricing or overpricing the shares.
Demand Assessment: By tracking bids at different price points, the issuing company and underwriters can gauge demand and adjust the final price accordingly.
Higher Investor Participation: The flexible price band encourages participation from a broader base of investors, including retail, institutional, and non-institutional investors.
Efficient Capital Raising: Since the book building process attracts competitive bidding, companies can raise funds efficiently, maximizing their capital intake.
Reverse Book Building Process
Companies or large investors primarily use reverse book building when they want to buy back shares from the public. In this process:
Price Discovery by Public Shareholders: Instead of setting a price band, the company invites shareholders to submit the minimum price at which they are willing to sell their shares.
Bid Collection: Shareholders submit bids, with each bid specifying a sale price. These bids are collected by the company over a specified period.
Setting the Buyback Price: Companies often accept the highest bid price within the range as the final buyback price to ensure fairness in the process.
Companies typically use reverse book building in cases like buybacks, delisting of shares, or reducing public shareholding.
Book Building in the Global Context
Investors widely adopt the book building method internationally as the preferred mechanism for IPO price discovery. Countries like the United States, the United Kingdom, and India employ book building for most public issues. In India, the Securities and Exchange Board of India (SEBI) mandates the use of book building for large IPOs, as it encourages greater transparency and fair pricing.
Key Considerations for Investors
Highest Bid Price in Book Building:
Investors who wish to maximize their chances of allotment may bid at the highest bid price (cap price) within the price band. However, this also means you will need to commit more capital if the cap price becomes the final offer price.
Understanding Demand Levels:
Demand for the IPO shares at each price point can provide insights into the popularity of the offering. High demand in the upper price band may indicate strong market interest.
Cut-Off Bidding for Retail Investors:
Retail investors can opt for a cut-off bid, indicating that they are willing to pay the final price, whatever it may be. This approach increases the likelihood of securing shares if demand is high.
Steps to Participate in the Book Building Process
For those looking to invest in an IPO through the book building method, here’s a simple guide:
Research the IPO: Study the company, its fundamentals, and the price band.
Decide on Bid Price: Based on your analysis, choose a bid price within the price band.
Submit Your Bid: Place your bid through your brokerage account. Retail investors can select the cut-off option to increase allotment chances.
Monitor Allotment: If you place a successful bid, the company allots shares to you. If the IPO experiences oversubscription, they may allot shares partially based on demand.
IPO Listing: Once listed, you can hold or sell your shares based on your investment goals.
Conclusion
The book building process is essential for price discovery in the IPO market. By allowing investor participation in setting the final price, it optimizes share allocation and fosters a transparent pricing mechanism. Investors benefit from a fair market price, while companies can raise capital in an efficient manner. Understanding the steps, advantages, and types of book building equips investors to make informed decisions and participate successfully in IPOs.
Frequently Asked Questions
What is the book building process in IPOs?
The book building process is a price discovery method in IPOs where investors place bids within a price band to help determine the final offer price.
What is reverse book building?
Reverse book building is used in buybacks, where shareholders bid on the minimum price at which they are willing to sell shares back to the company.
How is the highest bid price in book building determined?
The highest bid price, or cap price, is the maximum amount investors can bid within the price band. It’s usually set based on demand analysis.
What is the cut-off price in the book building process?
The cut-off price is the final price at which shares are allotted. Retail investors often select cut-off bids to increase allotment chances.
How does book building differ from fixed price issues?
In book building, investors bid within a range, enabling demand-based price discovery. Fixed price issues have a pre-set price, with no bidding process.