TMI BlogManner 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”)X X X X Extracts X X X X X X X X Extracts X X X X ..... n terms of this circular shall appoint one or more merchant bankers, registered with the Board, as lead manager(s) for the exit option/offer, who shall ensure compliance with the provisions of SEBI (REIT) Regulations and this circular. Lead manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and shall also file the same along with the due 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 a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pply to a bank whose sole role is that of providing normal commercial banking services or activities in relation to an acquisition/exit option under SEBI (REIT) Regulations; x) an investment company or fund and any person who has an interest in such investment company or fund as a shareholder or unit holder having not less than 10 per cent of the paid-up capital of the investment company or unit capital of the fund, and any other investment company or fund in which such person or his associate holds not less than 10 per cent 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... om the receipt of such notice Manager shall convene a meeting of unit holders for voting Voting to be completed not later than three working days from the cut-off date and within twenty one days from the date of receipt of notice from the acquirer Intimation of outcome of the unit holders meeting by the Manager to Acquirer and stock exchange(s) along with the number of dissenting unit holders and total number of units held by them as of the cut-off date, as certified by its compliance officer. The day of aforesaid intimation by Manager shall be construed as Date of Intimation . Within forty eight hours of the last day of voting Acquirer through the Lead Manager shall give a 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 lat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t of the escrow account. 2.6.2 For such part of the escrow account as is in the form of a cash deposit with a scheduled commercial bank, the acquirer shall while opening the account, empower the lead manager to the exit option/offer to instruct the bank to issue a banker s cheque or demand draft or to make payment of the amounts lying to the credit of the escrow account. 2.6.3 For such part of the escrow account as is in the form of a bank guarantee, such bank guarantee shall be in favour of the lead manager to the exit option/offer and shall be kept valid throughout the period of exit option/offer and for an additional period of thirty days after completion of payment of consideration to unit holders who have tendered their units in acceptance of the exit option/offer. 3. Exit Price 3.1 The exit price payable to the dissenting unit holders shall be highest of the following: 3.1.1 the highest negotiated price per unit of the REIT for any acquisition under the agreement attracting the obligation of exit option; 3.1.2 the volume-weighted average price paid or payable for acquisitions, whether by the proposed Acquirer or any person acting in conce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... EIT whether by way of bulk deals, block deals or in any other form. 4. Maintenance of minimum public unitholding If the units tendered in exit option are such that, if accepted may result in public unit holding below the minimum public unit holding norm prescribed under SEBI (REIT) Regulations, in such scenario, tendered units shall be accepted on proportionate basis so as to maintain the minimum public unit holding post completion of exit option process. Annexure - II Contents of letter of offer (LoF) and certificate by the Merchant Banker: 1. The disclosures prescribed herein are the minimum disclosure requirements to be contained in the LoF for an exit option/offer. The lead manager/Acquirer is free to add any other disclosure(s) which in his opinion is material for the unit holders, provided such disclosure(s) is not presented in an incomplete, inaccurate or misleading manner. 1.1. All the requisite disclosures/statements in respect of the Acquirer, persons who are acting in concert (PAC) with the Acquirer for the purpose of the exit option/offer shall be made in the LoF. 1.2. Lead manager shall ensure that the timelines specified fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l inter-alia undertake that lead manager(s) have examined all relevant information and documents pertaining to this exit option/offer. Certificate shall also include that letter of offer filed with the exchange(s) is in conformity with the documents, materials and papers relevant to the exit option/offer. The lead manager(s) shall be responsible for ensuring compliance with SEBI rules, regulation and the provisions of this circular and lead manager(s) shall continue to be responsible until completion of the exit option process and for any related matter thereafter. 3. Any act of omission or commission on the part of any of the intermediaries noticed by the lead manager(s) shall be duly reported by them to the Board. 4. In the due diligence certificate to be submitted to SEBI upon completion of exit option process, the lead manager(s) shall confirm compliance with all provisions of this circular by the Acquirer and the certificate shall also mention that information disclosed in the LoF was true and correct to the best of his knowledge and was obtained after exercising proper due diligence. - Circular - Trade Notice - Public Notice - Instructions - Office orders Ta ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
