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TMI BlogGuidelines for rights issue of units by an unlisted Infrastructure Investment Trust (InvIT)X X X X Extracts X X X X X X X X Extracts X X X X ..... unlisted InvITs through rights issue of units. For the purpose of this circular "rights issue" shall mean an offer of units by an unlisted InvIT to the unit holders of the InvIT as on the record date fixed for the said purpose. The guidelines in respect of a rights issue of units by an unlisted InvIT are given below. 1. Conditions for issuance 1.1. No InvIT shall make a rights issue of units unless the following conditions are satisfied: 1.1.1. A resolution of the board of directors of the investment manager approving the rights issue of units and determining the record date has been passed. 1.1.2. Units of the same class, which are proposed to be allotted are already issued by the InvIT. 1.1.3. None of the respective promoters ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed to the Board in soft copy. 4. Application 4.1. The application form for the issue shall be prepared by the investment manager and the investment manager shall make arrangements for distribution of the application form along with letter of offer to all unit holders as on the record date at least five days prior to the opening of the issue. 5. Pricing of Units 5.1. The investment manager on behalf of the InvIT shall decide the issue price before determining the record date. 5.2. The issue price shall be disclosed in the letter of offer. 6. Timelines 6.1. The rights issue shall open within three months from the record date. 6.2. The rights issue shall be kept open for at least three working days but not more than fifteen working ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... otment specified in (a) and (b) above. The allotment of such additional units may be made on a proportionate basis. 8.2.4. 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. 9. Restriction on further capital issues 9.1. 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. 9.2. The InvIT shall file an allotment report with the Board providing details of the allottees and allotment made within 15 days of the issue closing date. 10. This ci ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3. 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. c) If the objects are not being financed solely through the issue proceeds, the details of other financing arrangements for fulfilling the objects of the issue. 4. Related Party Transactions: a) Disclosure as per clause 9 of the Schedule III of the InvIT Regulations, which may be incorporated by reference to disclosures made in any previous placement memorandum or placement document. b) Any disclosures made regarding related party transactions shall also be incorporated by reference to such ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to such disclosure(s) wherever available, including on the website of the InvIT. c) Summary of the audited standalone financial statements of the assets proposed to be acquired for the previous three years and the stub period (if any) 7. Distribution including the manner of calculation of the net distributable cash flows, history of distributions made in the last three financial years or from the date of listing of the InvIT and the policy, if any. 8. Manner of Application and Allotment: a) How to apply, availability of application forms and letter of offer and mode of payment b) Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement, if any, of the fractional rights etc. 9. Other disclosures: a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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