TaxTMI 
TaxTMI 
Amendment to Master Circular for Infrastructure Investment Trusts (InvITs) dated May 15, 2024
X X X X Extracts X X X X
X X X X Extracts X X X X
....estment Trusts (InvITs) 1. Regulations 12(3) of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations") inter-alia require the sponsor(s) and sponsor group(s) to hold a minimum of 15% of the total units of the InvIT [25% of the total units in case the sponsor / associate of sponsor is not the project manager of the InvIT for a minimum period of three years from the date of listing of units of the InvIT.], for three years from the date of listing of units in the initial offer. 2. However, Para 7.6.1. of the Master Circular for InvITs dated May 15, 2024, dealing with the lock-in requirement applicable at the time of preferential issue of units by a InvIT, requires as under: "The units allotted to spo....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e units allotted to sponsor(s) and sponsor group(s) shall be lockedin as under: a) fifteen percent of the units allotted to sponsor(s) and sponsor group(s) shall be locked-in for a period of three years from the date of trading approval granted for the units, subject to the condition that the project manager of the InvIT is the sponsor or an associate of the sponsor and shall continue to act in such capacity for a period of minimum three years from the date of trading approval granted for the units unless suitable replacement is appointed by the unitholders through the Trustee; Provided that twenty-five percent of the units allotted to sponsor(s) and sponsor group(s) shall be locked-in for a period of three years from the ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....sponsor or its own sponsor group entities and not to any other sponsor or their sponsor group entities. Provided further that in the event of a change in sponsor, the locked-in units held by the outgoing sponsor or its sponsor group entities may be transferred to the incoming sponsor or its sponsor group entities, subject to the condition that the incoming sponsor or its sponsor group entities shall continue to comply with the minimum unitholding requirements as specified under the InvIT Regulations after such transfer. Provided further that in case of conversion to a self-sponsored investment manager, the locked-in units held by the outgoing sponsor or its sponsor group entities may be transferred to the self-sponsored in....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d May 15, 2024: "Follow-on Offer 2.17. The provisions specified in Chapter 2 of this Master Circulars which are applicable for public issue of units of InvIT are also applicable for follow-on offer by an InvIT. 2.18. For issuing units through a follow-on offer, the InvIT shall pay fees to the Board as specified in Schedule II of InvIT Regulations along with follow-on offer document / draft follow-on offer document, as applicable. 2.19. An InvIT desirous of issuing units by way of follow-on offer shall, for any such issue, ensure that: 2.19.1. It has made an application to all stock exchanges on which its units are listed, to seek an in-principle approval for listing of its units on such stock exc....
X X X X Extracts X X X X
X X X X Extracts X X X X
....2.26. Restriction on further issue of units: An InvIT shall not undertake any further issue of units in any manner whether by way of public issue, rights issue, preferential issue, institutional placement or otherwise, except pursuant to a unit based employee benefit scheme (if any) during the period between the date of filing of the draft follow-on offer document/ follow-on offer document for follow-on offer and the listing of the units or refund of application monies: 2.27. The provisions of Chapter 3 of this Master Circular shall apply in relation to the disclosure of financial information in the follow-on offer document except Section (B) (provisions pertaining to disclosure of projections of InvITs Revenues and Operating Cash ....