pri Guidelines for issue of Units by an Unlisted Infrastructure Investment Trust (InvIT) Guidelines for issue of Units by an Unlisted Infrastructure Investment Trust (InvIT)

1. Relevant CircularSEBI Circular SEBI/HO/DDHS/DDHS/CIR/P/2020/223

2. Relevant Date – 4th November 2020

3. Relevant Chapter – Chapter VIA

4. Relevant Regulation SEBI (Infrastructure Investment Trusts) Regulations, 2014

5. Purpose of the Circular –  To enable Unlisted InvITs to raise further funds through right issue of units.

Conditions for issuance

6. Board Resolution

A BR of the Investment manager for-

a. For Approving the right issue of the units and determining the record date.

b. Units f same class which are proposed to be allotted are already issued by the InVIT.

c. None of the  Promoters or Partners or Directors of the sponsor(s) or investment manager or trustee of the InVIT is economic offender declared under section 12 of Fugitive Economic Offender Act, 2018.

d. The respective promoters or partners or directors of the sponsor or investment manager or trustee of the InVIT shall not be subject to the following disqualifications-

i. Debarred from accessing the securities market by the SEBI.

ii. Promoters, directors, manager or trustee of any other InVIT which is debarred from accessing the capital market under any order or directions made by the SEBI.

7. Underwriting

If the InvIT desires to have the issue underwritten, it may appoint underwriters in accordance with the SEBI (Underwriters) Regulations, 1993.

8. Letter of offer

1. The investment manager, on behalf of the InvIT shall file a letter of offer with the Board at least 5 days prior to opening of Issue.

2. The investment manager, on behalf of the InvIT, shall carry out the obligations relating to the issue.

3. The investment manager shall ensure that disclosure made in the letter of offer contains material, true, correct and adequate disclosure and are in accordance with the invIT Regulations and guidelines or circulars issued thereunder.

4. it shall contain disclosures as specified in Annexure I of this Circular.

5. It shall also be furnished to the Board in soft copy.

9. Application

The investment manager shall make properly arrangements for distribution of the application form along with letter of offer to all the unit holders as on the record date at least 5 before the date of opening of the issue.

10. Pricing of Units

1. The investment manager shall decide the issue price before determining the record date.

2. The issue price shall be disclosed in the letter of offer.

11. Timelines

1. The right issue shall open within three months from the record date.

2. The right issue shall be kept open for atleast three working days but not more than 15 days.

12. Manner for issuance of units

1. The unit shall be issued in demat form only.

2. The right entitlement shall be credited to the demat account of the unit holders before the date of opening of the issue.

13. Allotment

The minimum allotment to investor shall be INR 1 Crore.

14. Manner of allotment

Allotment shall be made in the following manner.

a. Full allotment to those eligible unit holders who have applied for their right entitlement either in full or in part and also to renounced in their favor, in full or in part, as adjusted for fractional entitlement.

b. allotment to eligible unitholders who having applied for the units in full to the  extent  of  their  rights  entitlement  and  have  also  applied  for  additional  units   shall be made as far as possible on an equitable basis, having due regard to  the number of units held by them on the record date, provided there is an  undersubscribed portion after making allotment in (a) above.

c. allotment to the renouncees, who having applied for the units renounced in their favour and also applied for  additional units ,  provided there  is  an  undersubscribed portion after making full allotment specified in (a) and (b)  above. The allotment of such additional units may be made on a proportionate basis.

d. Allotment to the underwriter appointed for the issue, if any, at the discretion  of the board of directors of the investment manager, subject to disclosure in  the letter of offer as applicable

15. Restriction on further capital issue.

The InvIT shall not make any further issue of units in any manner during the period  between the date of filing the letter of offer with the Board and the allotment of the  units offered through the  letter of offer.

The  InvIT shall  file  an  allotment  report  with  the  Board  providing  details  of  the  allottees and allotment made within 15 days of the is sue closing date.

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.


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July 2021