Tax Management India. Com
                        Law and Practice: A Digital eBook ...
TMI - Tax Management India. Com
Case Laws Acts Notifications Circulars Classification Forms Articles News
Highlights
D. Forum
What's New
Sub-Menu

Share:      

        Home        
 
Home Circulars 2020 SEBI SEBI - 2020 This
← Previous Next →
  • Login

 

User Login
Username  
Password  
Stay sign in     

Forget password       New User/ Regiser


Register for Demo / Trial


Annual Subscription Offer

With popular demand, we introduce:-
Special offer on GST Package for Professionals
i.e. CA/CWA/CS/Advocate/Others @ 2500/- +GST



 

Manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(6A) and Regulation 22(8) of SEBI Real Estate Investment Trusts Regulations, 2014 (“SEBI (REIT) Regulations”) - SEBI - SEBI/HO/DDHS/DDHS/CIR/P/2020/123

Extract

..... ue diligence certificate, in line with format specified in Form A in Annexure-I of SEBI circular IMD/DF/136/2016 dated December 19, 2016, with the Exchange(s). The broad contents of LoF are indicated in Annexure-II of this circular. 4. Upon completion of exit option process, a due diligence certificate in line with format specified in the Form D in Annexure-I of SEBI circular no. IMD/DF/136/2016 dated December 19, 2016, shall be filed by the lead manager(s) with the Board within two working days of payment of consideration by the acquirer. 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 SEBI (REIT) 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 Email id: richag@sebi.gov.in Phone: +91-22-26449596 Annexure - I 1. Definitions For the purpose of this circular: 1.1 “Acquirer” means, (a) a person who, a .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(6A) and Regulation 22(8) of SEBI Real Estate Investment Trusts Regulations, 2014 (“SEBI (REIT) Regulations”) - SEBI

X X   X X   Extracts   X X   X X

..... of the paid-up capital of that investment company or unit capital of that fund: Provided that nothing contained in this sub-clause shall apply to holding of units of mutual funds registered with the Board; Explanation-For the purposes of this clause “associate” of a person means any person as defined under Regulation 2(1)(b) of SEBI (REIT) Regulations and shall also include- i) trusts of which such person or his immediate relative is a trustee; ii) partnership firm in which such person or his immediate relative is a partner; and iii) members of Hindu undivided families of which such person is a coparcener 1.3 “Cut-off date” means a date not more than three working days before the date of meeting for determining the eligibility to vote; 1.4 “Dissenting unit holders” means unit holders as on the cut-off date who have not voted in favour of the resolution proposed in terms of Regulation 22(6A) or Regulation 22(8) of the SEBI (REIT) Regulations, irrespective of whether present or not; 1.5 “Frequently traded units” shall have the same meaning as assigned to it in SEBI circular SEBI/HO/DDHS/DDHS/CIR/P/2019/142 dated November 27, 2019; 1.6 & .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(6A) and Regulation 22(8) of SEBI Real Estate Investment Trusts Regulations, 2014 (“SEBI (REIT) Regulations”) - SEBI

X X   X X   Extracts   X X   X X

..... public notice to stock exchange(s) and Manager regarding his intention of providing exit option to dissenting unit holders Within twenty four hours of the Date of Intimation Upon receipt of public notice from the Lead Manager, Manager shall provide the list of dissenting unit holders to the Lead Manager(s). Immediately but not later than twenty four hours from the receipt of public notice from the Acquirer Acquirer through the Lead Manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and file a copy of the same with the stock exchange(s). Lead Manager(s) shall exercise due diligence with regard to all information and disclosures contained in the LoF. The stock exchange(s) shall disseminate the LoF on its website as soon as it receives the same. Within three working days from the date of public notice by the Acquirer regarding exit option/offer Acquirer shall create an escrow account wherein the aggregate amount of consideration based on the list of dissenting unit holders provided by the Manager to Lead Manager would be deposited in the manner specified at para 2.6 below. At least two working days prior to opening of the tendering period. Tender date and t .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(6A) and Regulation 22(8) of SEBI Real Estate Investment Trusts Regulations, 2014 (“SEBI (REIT) Regulations”) - SEBI

X X   X X   Extracts   X X   X X

..... any person acting in concert with them, during the fifty-two weeks immediately preceding the relevant date; 3.1.3 the highest price paid or payable for any acquisition, whether by the proposed Acquirer or any person acting in concert with them, during the twenty-six weeks immediately preceding the relevant date; 3.1.4 the volume-weighted average market price of such units for a period of sixty trading days immediately preceding the relevant date as traded on the stock exchange where the maximum volume of trading in the units of the REIT are recorded during such period, provided such units are frequently traded; 3.1.5 Where the units of the REIT are not frequently traded, the price determined by the Acquirer and the lead manager to the exit option/offer taking into account valuation parameters including the NAV of the REIT based on a full valuation of all existing REIT assets conducted in terms of SEBI (REIT) Regulations, book value, comparable trading multiples, and such other parameters as are customary for valuation of units of such REITs. 3.2 Where the Acquirer has acquired or agreed to acquire whether by himself or through or with persons acting in concert with him any units o .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(6A) and Regulation 22(8) of SEBI Real Estate Investment Trusts Regulations, 2014 (“SEBI (REIT) Regulations”) - SEBI

X X   X X   Extracts   X X   X X

..... , etc. are as per the timelines specified in this circular. 1.3. The source from which data / information is obtained should be mentioned in the relevant pages of LoF. 1.4. The LoF shall, inter alia, shall include the following: 1.4.1. Details of the Acquirer (including PAC, if any) including its background, experience, areas of operation, relationship between Acquirers, pre and post exit offer unit holding etc. financial position (financial statements/net worth, as applicable) etc. In case of financial statements, audited Profit & Loss statement, Balance Sheet and Cash Flow statement for last three years along with latest available financial statements. Latest financials should not be older than six months from the date of LoF. 1.4.2. Details of the exit option/offer, statutory approvals and detailed timelines with regard to exit option process including operational terms and conditions etc. subject to which Acquirer(s) would accept the offer. 1.4.3. Details of exit price including total amount of funds required to make the payment of consideration to unit holders, details of escrow account and bank guarantee, as the case may be. It shall also be disclosed that the lead manage .....

X X   X X   Extracts   X X   X X

Login / Subscribe to Access Full Page

Manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(6A) and Regulation 22(8) of SEBI Real Estate Investment Trusts Regulations, 2014 (“SEBI (REIT) Regulations”) - SEBI

X X   X X   Extracts   X X   X X

 

← Previous Next →

 

 

 

|| Home || About us || Feedback || Contact us || Disclaimer || Terms of Use || Privacy Policy || Database || Members || Refer Us ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.
|| Site Map - Recent || Site Map || ||