TMI BlogGuidelines for preferential issue of units and institutional placement of units by a listed Infrastructure Investment Trust (InvIT)X X X X Extracts X X X X X X X X Extracts X X X X ..... acement shall mean a preferential issue of units by a listed InvIT only to Institutional Investors, as defined under InvIT Regulations. Conditions for issuance 2. A listed InvIT may make a preferential issue of units or institutional placement of units under these guidelines, if it satisfies the following conditions: 2.1. A resolution of the existing unitholders approving the issue of units, in accordance with Regulation 22(5) of the InvIT 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 InvIT has obtained in principle approval of the stock exchange(s) for listing of the units proposed to be issued under these guidelines. 2.4. The InvIT is in compliance with all the conditions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tment manager and its director or partner who is an officer in default shall, on and from the expiry of the twentieth day, be jointly and severally liable to repay that money with interest at the rate of fifteen percent per annum. 3.6. The InvIT shall file an allotment report with SEBI within seven days of allotment of the units, providing details of the allottees and allotment made. Placement document, if applicable, shall also be filed with the Board along with the allotment report. 3.7. The issue of units shall comply with the conditions and manner of allotment for preferential issue and institutional placement as provided in Annexure I and Annexure II III, respectively. 4. The earlier circular no. SEBI/HO/DDHS/CIR/P/2018/89 dated June 5, 2018 stands repealed. 5.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 InvIT 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e relevant date; or 2.1.2. the average of the weekly high and low of the volume weighted average prices of the related units quoted on the relevant stock exchange during the two weeks preceding the relevant date. 2.2. A preferential issue of units to institutional investors, not exceeding five in number, shall be made at a price not less than the average of the weekly high and low of the volume weighted average prices of the related units quoted on a recognised stock exchange during the two weeks preceding the relevant date. Explanation: a) Relevant date for the purpose of clauses related to preferential issue of units shall be the date thirty days prior to the date on which the meeting of unitholders is held to consider the preferential issue. Where the relevant date falls on a weekend or a holiday, the day preceding the weekend or the holiday will be reckoned to be the relevant date. b) Relevant stock exchange shall mean the recognised stock exchange in which the units of the InvIT are listed, and in which the highest trading volume in respect of the units of the InvIT has been recorded during the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any, shall be locked-in from the relevant date up to a period of six months from the date of trading approval. 4. Allotment 4.1. Preferential issue of units shall not be made to any person who has sold or transferred any units of the issuer during the six months preceding the relevant date. 4.2. Allotment pursuant to the unit holders resolution shall be completed within a period of fifteen days from the date of passing of such resolution: Provided that in case the approval of any regulatory, governmental or statutory body / agency is required, then in such cases the period of fifteen days will commence from the date of approval from such regulatory, governmental or statutory body/agency: Provided further that where the InvIT fails to allot the units within the specified time, the monies received shall be refunded through verifiable means within twenty days from the date of the resolution, and if any such money is not repaid within such time after the issuer becomes liable to repay it, the InvIT and the investment manager and its director or partner who is an officer in default shall, on and from the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ders through a resolution as specified in guideline 2.1. Explanation: relevant date for the purpose of clauses related to institutional placement shall be the date of the meeting in which the board of directors of the investment manager decides to open the proposed issue. B. Pricing of infrequently traded units 2.2. Where the units of the InvIT are not frequently traded, the price determined by the InvIT shall take into account the NAV of the InvIT based on a full valuation of all existing InvIT assets conducted in terms of InvIT Regulations. 3. Transferability 3.1. The units allotted through the institutional placement shall not be sold by the allottee for a period of one year from the date of allotment, except on a recognised stock exchange. 4. Allotment 4.1. Allotment pursuant to the unit holders resolution shall be completed within a period of 365 days from the date of passing of such resolution: Provided that where the InvIT fails to allot the units within the specified time, the monies received shall be refunded through verifiable means with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... liminary placement document and placement document shall contain the disclosures as specified under schedule III of the InvIT Regulations in the following manner: a) The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16, 17 and 19 shall be made in the preliminary placement document and placement document. b) The disclosures in clause (a) above may be incorporated by reference to disclosures made in any previous offer document or placement memorandum or placement document or annual report duly published by the InvIT: Provided that the link(s) to such document wherever available, including on the website of the issuer, stock exchanges or SEBI, shall also be provided. Provided further that any modification/update in the information provided in such documents shall be suitably incorporated in the disclosure document. 4. Terms of the issue: a) Objects of the issue. b) If the objects of the issue involve financing of any new asset(s), description of such asset(s) as per disclosures required under clause 6 of the Schedule III of the InvIT Regulations. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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