Accelerated bookbuild compliance: keeping the record when the deal runs overnight

An accelerated bookbuild is the quickest way for a listed company to raise equity, or for a large shareholder to sell. It is also the deal where the compliance record is most likely to be finished after the event, because nobody has time to finish it during it.

The FCA’s April 2026 review of 50 UK accelerated bookbuilds shows how compressed the timetable is. Soundings for a secondary sale were completed within a single trading day on average, and all within three. Soundings for a primary raise took three trading days on average, with a median of two. Then the deal launches, the book opens and closes, and allocations and confirmations follow within hours.

UK MAR does not relax for any of that. The obligations on a market sounding are the same whether it runs for six weeks or six hours. This article walks through an accelerated bookbuild from the record’s point of view, picks out where it tends to slip, and sets out what can be done before the first call to stop that happening.

The deal, step by step

Before launch: the sounding

The broker, with the issuer or the selling shareholder, decides whether to sound the market first and makes a written record of whether the sounding will involve inside information, and why. It agrees a list of investors to approach. In the FCA’s sample the average was 33 investors per deal, and on primary raises an average of 13 of the company’s top 20 existing shareholders were approached.

Each investor, or their gatekeeper, is told the call is a market sounding, agrees to receive inside information, and is told they must not trade on it and must keep it confidential. Only then do they hear about the deal. Where possible they are also given an estimate of when the information will stop being inside information, and told how they will hear if that changes. Their indications of interest shape the size and price of the launch.

Launch: the announcement and the book

The deal is announced, usually after the market has closed, and the bookbuild opens. Binding orders come in by email, chat, phone and order platforms, from the investors who were sounded and from those who were not. They have to be entered, checked against each investor’s status and kept up to date as investors revise them, often overnight.

Close, pricing and allocation

The book closes, the price is set and the shares are allocated against it. The result is announced, often before the market opens the next morning.

Confirmations and cleansing

Every allocated investor needs a confirmation, and settlement contacts need the details, frequently people other than the ones who were sounded. Every investor who was wall-crossed has to be told, individually and as soon as possible, that the information is no longer inside information, and the record has to show that they were.

Where the record slips

None of those steps is hard on its own. The difficulty is that they all happen at once, across several people and often more than one firm: in the FCA’s sample, nearly four in five accelerated bookbuilds involved two or more disclosing firms working together. Under that pressure the gaps fall in predictable places.

• Consent and disclosure too close together. The email that asks an investor to be wall-crossed and the one that carries the deal go out minutes apart, or as one message. Market Watch 75 asked firms to keep the time between first contact and consent as short as possible, which is right, but it has to be short without the order of the steps changing.
• Replies taken on the phone. An investor agrees by phone at 6pm and the spreadsheet is updated at midnight, or never. The record then shows the agreement at the wrong time, or not at all.
• Gatekeepers, and the colleagues behind them. Market Watch 83 found firms emailing people at an investor who had not been wall-crossed by the gatekeeper who agreed. On a fast deal, with a growing email chain, that is easy to do and hard to spot.
• Two lists, two records. Where two firms share the target list, each keeps its own copy, and nobody holds a single view of who has been sounded by whom.
• The book in a spreadsheet. Orders from the order platform are typed in again, and an order from an investor whose wall-cross status changed an hour ago is checked against a list that has not.
• Confirmations to the wrong people. Allocations go to the dealers who placed the orders, but settlement details belong with someone else, from a different source.
• Cleansing in bulk. The announcement goes out, the desk moves on to the next deal, and whether each wall-crossed investor was individually told, and when, is something nobody checks until somebody asks.

The FCA review adds one more consideration. The risk of a leak, it says, grows with the scale of a sounding: more investors, or a longer exercise. On an accelerated bookbuild that argues for a list that is no longer than it needs to be, and a record that shows why each name was on it.

What can be done before the first call

Most of the work that goes wrong on the night can be done the week before.

• Approved wording. The sounding email, the wall-cross wording, the confirmation and the cleansing email can all be prepared and approved in advance, so that on the night nobody drafts compliance language under pressure.
• Gatekeeper arrangements. Which investors use a gatekeeper, and who sits behind each one, can be known before the deal, not discovered during it.
• Settlement contacts. The people who need confirmations are usually the same as on the last deal with that investor.
• Who does what. Which colleagues can sound investors, take orders and allocate, and what each bookrunner on a joint deal can see, can be settled once.

How DealBridge runs an accelerated bookbuild

DealBridge holds the whole deal in one place, so each piece of information is entered once and every later stage uses it.

Templates can be copied from a previous deal, and approaches go out in bulk by templated email, so every investor sounded hears the same thing, or are logged as phone calls. Investors who agree to be wall-crossed can confirm from the email itself, and DealBridge sends transaction material only to investors who have agreed. Gatekeepers are recorded with the fund managers they act for.

Once the deal launches, orders go into a live book, with strike, limit and stepped orders, the level of cover and price scenarios in view. Orders placed through Primary Portal sync into the book both ways, without re-keying. Joint bookrunners work on one shared book while each firm’s own sensitive information stays protected. Allocations are made from the same book, by investor tag, in bulk or pro rata, and confirmations go out in bulk from it.

Every approach, agreement, wall-cross and cleanse is timestamped against a named user while the deal runs, and the whole record exports in one click. If the expected cleansing date moves, wall-crossed investors can be told from the same place. The compliance file is already there when the deal closes.

We have also written about where the hours go on a typical placing. To see the workflow end to end, read about bookbuilding in DealBridge or book a demo.