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Mandatory Disclosures in Scheme Offer Document

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....ks, clause addressing Investment Manager's Absolute Responsibility, proposed stock exchanges for listing and status of in-principle approvals from them, names, contact details and email addresses of registered intermediaries connected to the issue (such as BRLMs, RTA, CRA etc.), proposed issue opening and closing dates, etc. (c) The annotated table of contents shall be added after the cover page. (d) A summary of the scheme of SM REIT in the tabular format mentioned below, covering the following details shall be included after the table of contents: S. No. Particulars Contents 1. Name of the SM REIT   2. Name of the Investment Manager and Trustee   3. Contact details of the Investment Manager   4. Contact details of the Merchant Banker(s)   5. Listing (including name of stock Exchange(s) where it will be listed and timeline for listing)   6. Issue Size   7. Issue Price   8. NAV per unit   9. Minimum Application and in multiples of [●] units thereafter   10. Issue Timing   11. Issue Opening Date   12. ....

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....spondence address, contact person (s), contact details and email id of the SM REIT; b. Place and date of creation of the SM REIT; c. Registration number and date of registration of the SM REIT with SEBI. 2. Details of parties to the SM REIT   a. Investment Manager a. Background of the investment manager including past experience in real estate industry or real estate fund management; In case investment manager is unable to meet the above requirement, details of key managerial personnel who possess not less than five years' experience in real estate industry or real estate fund management; b. Brief functions, duties and responsibilities of the investment manager; c. Brief profiles of the directors of the investment manager and units held by them in the SM REIT, if any b. Trustee a. Background of the trustee including details of registration with SEBI; b. Names and profiles of the Directors; c. Functions, duties and responsibilities of the Trustee. 3. Brief background of the SM REIT a. Glossary of terms and abbreviations (relevant information which is present in the KIT shall be included here); b. Structure and descript....

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....hange in the Investment Manager, change in the investment strategy of the SM REIT, etc. b. Proposed disclosures to the unit holders either directly or by public dissemination on the Designated Stock Exchanges website (which pertain to all the unitholders of the SM REIT). c. Frequency and manner of meetings of unit holders (for those matters which pertain to all the unitholders of the SM REIT). 10. Litigations and regulatory actions Brief description of the material litigations and regulatory actions which are pending, against the SM REIT, investment manager or any of its associates and the trustee, if any. 11. Risk Factors pertaining to the SM REIT 12. Brief details on taxation and regulatory aspects related to the SM REIT to enable the investors to make an informed decision 13. Other general information a. Key terms of material agreements relating to the SM REIT including but not limited to the investment management agreement, trust deed, tripartite agreements etc. b. Policy of appointment of auditor, information with respect to the auditor and auditing standards to be followed. c. Policy and timelines for redresses of complaints by the in....

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....y set-up costs for the scheme; g. Total expense ratio; h. Details with respect to merchant banker(s) appointed for the scheme; i Confirmation with respect to the lock-in requirements, along with details of units which would be locked-in by the investment manager from the date of listing of units (as required in Regulation 26ZB of these Regulations); 3. Terms of the Offer a. Terms of the offer for the scheme including number of units, price, offer opening date, offer closing date, terms and conditions and any other information as may be required for the investor to make an informed decision; b. Policy of distribution including method of calculation and the frequency for distribution for the scheme; c. Listing of units: (i) Names of the Stock Exchanges where units are proposed to be listed; (ii) Timelines for listing; (iii) Declaration that prior in-principle approval has been obtained from the Stock Exchanges; d. Eligibility details with respect to the offer made by the scheme of SM REIT shall be included in this section (as required under Regulation 26P(2) of these Regulations). 4. Market overview General overview of th....

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....n of investment strategy (the relevant strategy would be related to the micro markets which are being targeted by the scheme) including category, type, location, allocation to each type; b. Description of ROFR with respect to any properties under the scheme; c. Capital and risk management strategy of the scheme. b. Use of proceeds a. Purpose of the offer; b. Offer expenses. c. Leverage a. Capital structure of the assets under the scheme including any borrowings or deferred payments with respect to the such assets prior to the offer and post-offer; b. Borrowing policy of the assets under the scheme; c. State whether the scheme is with leverage or without leverage in accordance with Regulation 26U(2) of these Regulations. In case of a scheme with no leverage, the investment manager shall submit an undertaking that the particular scheme shall not utilize any leverage in future. 7. Valuation a. Summary of valuation as per the full valuation report; b. Valuation methodology; c. Frequency of valuation and declaration of NAV. 8. Financials a. If discrete financial statements are available for the assets for previous 3 years and stub period (....

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....any. 11. Risk Factors Risk factors (internal and external) which pertain to the schemes' assets or properties, their location or the micro market in which the scheme operates. 12. Brief details on taxation and regulatory aspects to enable the investors to make an informed decision In the event where an asset under a scheme is governed under a specific tax and regulatory regime, then relevant disclosures related to such aspects shall be included in this section and / or a cross reference to the KIT shall be included in this section of the KIS. 13. Other general information Key terms of material agreements relating to the assets held under the scheme, such as the property management agreement, shared services agreement etc. 14. Supporting Documents a. Undertaking by the investment manager in case of scheme with no leverage. b. Auditor's report prepared on a standalone basis for each SPV or on combined financial statements, if applicable. c. Any other such report. 15. Offer procedure a. Selling restriction, if any b. Minimum Subscription and Minimum Allotment c. Price Discovery (if applicable) and Allocation d. Basis of a....