TaxTMI 
TaxTMI 
Guidelines for preferential issue of units and institutional placement of units by a listed Infrastructure Investment Trust (InvIT)
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.... 2. A listed InvIT may make a preferential issue of units or institutional placement of units under these guidelines, if it satisfies the following conditions: 2.1. A resolution of the existing unitholders approving the issue of units, in accordance with Regulation 22(5) of the InvIT Regulations has been passed. 2.2. Units of the same class, which are proposed to be allotted have been listed on a stock exchange for a period of at least six months prior to the date of issuance of notice to its unit holders for convening the meeting to pass the resolution in terms of clause 2.1 above: Provided in case of issuance of units through "institutional placement" the minimum listing period required shall be 12 months. 2.3. The InvIT has obtained in principle approval of the stock exchange(s) for listing of the units proposed to be issued under these guidelines. 2.4. The InvIT is in compliance with all the conditions for continuous listing and disclosure obligations under the InvIT Regulations and circulars issued thereunder. 2.5. None of the respective promoters or partners or directors of the sponsor(s) or investment manager or trustee of the InvIT is a fugitive economic ....
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....ent document, if applicable, shall also be filed with the Board along with the allotment report. 3.7. The issue of units shall comply with the conditions and manner of allotment for preferential issue and institutional placement as provided in Annexure - I and Annexure - II & III, respectively. 4. The earlier circular no. SEBI/HO/DDHS/CIR/P/2018/89 dated June 5, 2018 stands repealed. 5. This circular is being issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulation 33 of the InvIT Regulations. 6. This Circular is available on the website of the Securities and Exchange Board of India at www.sebi.gov.in under the sub-category "Circulars" under the category "Legal". Yours faithfully, Richa G. Agarwal Deputy General Manager Department of Debt and Hybrid Securities Tel. No.: +91 22 2644 9596 E-mail ID: [email protected] Annexure - I Manner of preferential issue of units by a listed InvIT 1. Unit holders' approval 1.1. The issuer shall, in an explanatory statement to the notice for the general meeting proposed for passing the resolution in terms of guideline 2.1 a....
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....levant date falls on a weekend or a holiday, the day preceding the weekend or the holiday will be reckoned to be the relevant date. b) "Relevant stock exchange" shall mean the recognised stock exchange in which the units of the InvIT are listed, and in which the highest trading volume in respect of the units of the InvIT has been recorded during the preceding twenty-six weeks prior to the relevant date. c) "Frequently traded units" for the purpose of this circular shall mean the units of the InvIT, in which the traded turnover on any recognised stock exchange during the twelve calendar months preceding the relevant date, is at least ten percent of the total number of issued and outstanding units of such class of units of the InvIT: Provided that where the number of issued and outstanding units of a particular class of units of the InvIT is not identical throughout such period, the weighted average number of total units of such class of the issuer shall represent the total number of units. B. Pricing of infrequently traded units 2.3. Where the units of an InvIT are not frequently traded, the price determined by the InvIT shall take into account ....
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....e to repay it, the InvIT and the investment manager and its director or partner who is an officer in default shall, on and from the expiry of the twentieth day, be jointly and severally liable to repay that money with interest at the rate of fifteen percent per annum. Annexure - II Manner of institutional placement of units by a listed InvIT 1. Placement document 1.1. The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue. 1.2. The lead manager(s) shall, while seeking in-principle listing approval for the units, furnish to each stock exchange on which the same class of units of the issuer are listed, a due diligence certificate stating that the units are being issued under institutional placement and that the issuer complies with requirements of these guidelines, and also furnish a copy of the preliminary placement document along with any other document required by the stock exchange. 1.3. The lead manager(s) shall exercise due diligence and shall satisfy themselves with all aspects of the Issue including the veracity and adequacy of disclosures in the offer document. 1.4. The institutional pl....
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...., the InvIT and the investment manager and its director or partner who is an officer in default shall, on and from the expiry of the twentieth day, be jointly and severally liable to repay that money with interest at the rate of fifteen percent per annum. 4.2. No allotment shall be made, either directly or indirectly, to any institutional investor who is a sponsor(s) or investment manager, or is a person related to, or related party or associate of, the sponsor(s) or the investment manager Annexure - III Disclosures to be made by the issuer 1. Disclaimer to the effect that the preliminary placement document and placement document relates to an issue being made to institutional investors under the InvIT Regulations and these guidelines and that no issue is being made to the public or any other class of investors. 2. Market Price Information 2.1. Disclose particulars of: i. high, low and average market prices of units of the InvIT during the preceding three years or since the date of listing, as applicable, until the date of the preliminary placement document and placement document; ii. monthly high and low prices for the six months preceding the d....
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....ment memorandum or placement document. b) Any disclosures made regarding related party transactions shall also be incorporated by reference to such disclosures. c) Link(s) to document(s) at (a) and (b) above wherever available, including on the website of the InvIT, stock exchanges, shall be provided. 6. Valuation: a) Summary of valuation of the assets proposed to be financed through proceeds of the issue b) Valuation methodology. c) Frequency of valuation and declaration of NAV. d) Any disclosures made regarding valuation since the initial offer shall also be incorporated by reference to such disclosures. e) Link(s) to document(s) at (d) above wherever available, including on the website of the InvIT, stock exchanges, shall be provided. f) The valuation report of the asset to be financed through proceeds of the issue, if any, shall be provided along with the preliminary placement document and placement document. 7. Financials: a) Disclosure as per clauses 11(a) to 11(c) and 11(e) to 11(f) of the Schedule III of the InvIT Regulations: Provided if the InvIT is undertaking/ has undertaken ....