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Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT) - SEBI - SEBI/HO/DDHS/DDHS/CIR/P/2019/142

Extract

..... of units, in accordance with Regulation 22(6) of the REIT 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 REIT has obtained in principle approval of the stock exchange(s) for listing of units proposed to be issued under these guidelines. 2.4. The REIT is in compliance with all the conditions for continuous listing and disclosure obligations under the REIT Regulations and circulars issued thereunder. 2.5. None of the respective promoters or partners or directors of the sponsor(s) or manager or trustee of the REIT is a fugitive economic offender declared under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018). 2.6. The REIT shall not make any subsequent institutional placement until the expiry of six months from the date of the prior institutional placement made purs .....

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Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT) - SEBI

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..... is 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 REIT Regulations. 5. 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: richag@sebi.gov.in Annexure - I Manner of preferential issue of units by a listed REIT 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, make appropriate disclosures including the following: 1.1.1. Objects of the preferential issue; 1.1.2. NAV of the REIT; 1.1.3. Maximum number of units to be issued; 1.1.4. Intent of the parties to the REIT, their directors or key managerial personnel to subscribe to the issue; 1.1.5. Unitholding pattern of the issuer before and after the preferential issue; 1.1.6. Time frame within which the preferential issue sh .....

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Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT) - SEBI

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..... f these guidelines shall mean the units of the REIT, 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 issuer: Provided that where the number of issued and outstanding units of a particular class of units of the issuer 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 the REIT are not frequently traded, the price determined by the REIT shall take into account the NAV of the REIT based on a full valuation of all existing REIT assets conducted in terms of REIT Regulations. 3. Lock-in 3.1. The units allotted to sponsor(s) shall be locked-in for a period of three years from the date of trading approval granted for the units: Provided that units not more than that required to be held in terms of Regulation 11 of the REIT Regulations shall be locked-in for three years from the date of trading approval: Provided further that units allotted in ex .....

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Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT) - SEBI

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..... m. Annexure II Manner of institutional placement of units by a listed REIT 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 placement shall be made on the basis of a placement document which shall contain all material information, including disclosures as specified in Annexure III. 1.5. The preliminary placement document and the placement document shall be serially numbered and copies of the same shall be circula .....

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Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT) - SEBI

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..... onsor(s) or manager, or is a person related to, or related party or associate of, the sponsor(s) or the 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 REIT 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 REIT 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 date of filing of the preliminary placement document and placement document, as applicable; iii. number of units traded on the days when high and low prices were recorded in the relevant stock exchange during period of (a) and (b) above, and total volume traded on those dates; 2.2. The stock market data specified in paragraph 2.1 above shall be shown separately for periods marked by a change in capital structure, with su .....

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Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT) - SEBI

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..... tial 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 REIT, 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), 11(b), 11(c) and 11(e) of the Schedule III of the REIT Regulations: Provided if the REIT is undertaking/ has undertaken any acquisition of any material asset(s), the disclosures as per clause 11(b) should be prepared on a pro forma basis certified by statutory auditors of the REIT, taking into account the financials of the asset(s) being acquired/already acquired. b) Disclosure as per clause (a) above may be incorporated by reference to any public disclosures of financials made under the REIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the REIT, stock exchanges. 8. Distribution including the manner of calculation of the net distributable cash flows, history of dist .....

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Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT) - SEBI

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