Capital-raising tool widens the pool of potential investors

Source: On-Market BookBuilds; Written by: Tony Featherstone; Published: June 17, 2014

ASX BookBuild gives resource companies undertaking a placement or IPO an additional tool that optimises price discovery, allows all investors to participate, and improves governance outcomes.

Endorsed by the Association of Mining and Exploration Companies (AMEC), ASX BookBuild is one of the most important financial market innovations in recent years.

This revolutionary capital raising tool allows companies to use the ASX platform to access all interested market participants when undertaking primary placements and IPOs, while also allowing for a priority allocation to cornerstone funds.

The ASX BookBuild facility helps companies promote their IPO or placement to the widest possible audience of local and global investors, secure a larger spread of investors (which is especially important in resource-stock IPOs), and provide a better secondary market profile by allowing any market participant to bid for stock via their nominated broker.

Proven track record

Stavely Minerals recently chose to use the ASX BookBuild facility for its $6 million IPO, in combination with corporate adviser Morgans. Stavely managing director Chris Cairns said: “The main attraction with ASX BookBuild is that any investor could, through any broker, bid for stock in our IPO through the bookbuild process. It’s an effective, democratic capital-raising process.”

Cairns adds: “The downside of only appointing a lead manager for an IPO is the capital raising can become a closed shop, because an investor needs to have an account with the lead manager or another broker associated with the float. You can miss out on investors who cannot gain access to the offer.”

“To its credit, our adviser (Morgans) saw the benefits of using the ASX BookBuild facility to help Stavely provide an opportunity for former Integra Mining shareholders to participate in the IPO, in addition to promoting the offer to its own client base.” Cairns and fellow directors Peter Ironside and Jennifer Murphy helped grow Integra into a 100,000 ounce-a-year producer, and have attracted support for the promising copper/gold explorer Stavely.

Integra’s strong performance helped Stavely exceed its minimum subscription and attract a sufficient shareholder base to meet ASX Listing Rules– a good effort in a challenging capital-raising market for junior miners. Several resource companies have had to abandon their IPOs in the past two years, given the dearth of interest in mining floats.

“In some ways, we were more concerned about achieving a sufficient spread of investors than securing the minimum subscription,” says Cairns. “Using a combination of ASX BookBuild and Morgans was fundamental to our strategy of getting the right spread of investors for the float.”

Cairns expects more mining companies to follow Stavely’s lead and use the ASX BookBuild facility. “There are obvious benefits for companies and investors and also for brokers, who got a 4 per cent stamping fee on the Stavely IPO,” he says. “At the same time, there is resistance to ASX BookBuild among some brokers who see it as anathema to their traditional capital-raising services.”

Broad industry support

Five years in the making, ASX BookBuild was launched in October 2013 with wide support from companies, advisory boards, investor associations, private client advisors, and brokers. And to criticism from some market participants, who have traditionally gained from capital raisings conducted on their spreadsheet, offered to favoured clients first, and not made available to all investors interested in bidding for the stock.

Along with AMEC, the ASX BookBuild facility has been endorsed by the Business Council of Australia (BCA), the Australian Institute of Company Directors, and the Australian Shareholders’ Association.  Former BCA President Tony Shepherd told The Australian in September last year: “It’s a welcome development as it will make capital raisings fairer and more efficient, and takes advantage of the availability of new technology. Anything that makes the equity market more efficient has to be a good thing.”

Boards favour ASX BookBuild because it improves governance in capital raisings. For example, a Chairman of a mining company that elects to use ASX BookBuild can be certain that all eligible investors had the opportunity to bid for stock, that preferential treatment was not given to a small group of investors at the expense of others, that greater competition for its stock ensured optimal price discovery, and that equity was raised at the best possible price.

Brokers are also increasingly supportive of the ASX BookBuild facility. More and more firms are recognising that, far from being a threat, ASX BookBuild is an additional, value-accretive tool that gives brokers (and their clients) access to more active deals. Moreover, it is a tool that is revenue positive since brokers can earn a stamping fee (if offered) and brokerage on deals they participate in.

In March 2014, BBY Stockbroking CEO Arun Maharaj said: “ASX BookBuild has strengthened the competitiveness, transparency and efficiency of the Australian market in raising capital. BookBuild is encouraging unlisted businesses to access Australian capital markets, and more than ever in a tough economy that has an even tougher outlook, this is exactly what Australia needs. BBY fully supports this initiative and we have the resources to provide corporate advisory for companies looking to use the BookBuild system.”

Adding value to explorers and producers alike

Mining companies, too, have much to gain.

Large resource companies that typically use a corporate adviser to raise capital can instruct their lead manager to use ASX BookBuild to access investors across Australia and in key mining markets such as the United Kingdom, Canada and Hong Kong.

ASX BookBuild also has clear benefits for small and mid-size resource companies that struggle to secure support from investment banks or large broking firms – or for those that cannot afford high advisory fees.

Instead of promoting its offer to clients of just one boutique broker, a small resource company can promote its offer to all brokers and investors via the ASX BookBuild facility. As more brokers recommend the offer to clients, there is potential for greater research coverage of the stock. Low analyst coverage of their stock is a problem for many emerging resource companies.

In the best interest of shareholders and clients.

The arrival of the ASX BookBuild facility is particularly timely for the resources sector. In a capital constrained environment, mining companies have the opportunity to get the best results in their capital raising efforts by tapping the entire market, rather than a select group of investors who are clients of one particular broking firm.  Few capital seeking companies can afford to ignore investors who may have bid for stock in a capital raising, if only they had been given the opportunity to participate via the ASX BookBuild facility.

With over $90 million dollars raised since launch in October, ASX BookBuild has made quick progress in proving the benefits.

Tony Featherstone is a former managing editor of Business Review Weekly and Shares magazines. He is a specialist writer on small companies and entrepreneurs for The Age online, The Australian Financial Review and BRW.