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TMI BlogMandatory Disclosures in Scheme Offer DocumentX X X X Extracts X X X X X X X X Extracts X X X X ..... Manager's Absolute Responsibility, proposed stock exchanges for listing and status of in-principle approvals from them, names, contact details and email addresses of registered intermediaries connected to the issue (such as BRLMs, RTA, CRA etc.), proposed issue opening and closing dates, etc. (c) The annotated table of contents shall be added after the cover page. (d) A summary of the scheme of SM REIT in the tabular format mentioned below, covering the following details shall be included after the table of contents: S. No. Particulars Contents 1. Name of the SM REIT 2. Name of the Investment Manager and Trustee 3. Contact details of the Investment Manager 4. Contact details of the Merchant Banker(s) 5. Listing (including name of stock Exchange(s) where it will be listed and timeline for listing) 6. Issue Size 7. Issue Price 8. NAV per unit 9. Minimum Application and in multiples of [●] units thereafter 10. Issue Timing 11. Issue Opening Date 12. Issue Closing Date 13. Pay-in Date 14. Expected Date of Allotment 15. Issuance mo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies to the SM REIT a. Investment Manager a. Background of the investment manager including past experience in real estate industry or real estate fund management; In case investment manager is unable to meet the above requirement, details of key managerial personnel who possess not less than five years' experience in real estate industry or real estate fund management; b. Brief functions, duties and responsibilities of the investment manager; c. Brief profiles of the directors of the investment manager and units held by them in the SM REIT, if any b. Trustee a. Background of the trustee including details of registration with SEBI; b. Names and profiles of the Directors; c. Functions, duties and responsibilities of the Trustee. 3. Brief background of the SM REIT a. Glossary of terms and abbreviations (relevant information which is present in the KIT shall be included here); b. Structure and description of the SM REIT (this section shall include details with respect to the structure of the SM REIT and various scheme(s) which it may have from time to time); c. Details with respect to the registration certificate granted by SEBI to the SM REIT; d. Information wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... matters which pertain to all the unitholders of the SM REIT). 10. Litigations and regulatory actions Brief description of the material litigations and regulatory actions which are pending, against the SM REIT, investment manager or any of its associates and the trustee, if any. 11. Risk Factors pertaining to the SM REIT 12. Brief details on taxation and regulatory aspects related to the SM REIT to enable the investors to make an informed decision 13. Other general information a. Key terms of material agreements relating to the SM REIT including but not limited to the investment management agreement, trust deed, tripartite agreements etc. b. Policy of appointment of auditor, information with respect to the auditor and auditing standards to be followed. c. Policy and timelines for redresses of complaints by the investors 14. Supporting Documents a. Auditors report b. Any other such report 15. General Information a. Offer Procedure - Book Building Process or Fixed Price Process b. Information with respect to Bid cum Application Form c. Information with respect to who can bid in the offer d. Conditions for Bids by FPIs/ MFs/ Insurance Companies, VCFs, AIFs, Bankin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rice, offer opening date, offer closing date, terms and conditions and any other information as may be required for the investor to make an informed decision; b. Policy of distribution including method of calculation and the frequency for distribution for the scheme; c. Listing of units: (i) Names of the Stock Exchanges where units are proposed to be listed; (ii) Timelines for listing; (iii) Declaration that prior in-principle approval has been obtained from the Stock Exchanges; d. Eligibility details with respect to the offer made by the scheme of SM REIT shall be included in this section (as required under Regulation 26P(2) of these Regulations). 4. Market overview General overview of the scheme and the micro market where the scheme is targeting its investments (basis location and type of asset). 5. Description of the assets under the scheme of SM REIT a. Description of real estate assets of the scheme of SM REIT including the general character and competitive conditions of all the properties held or intended to be acquired by the scheme of SM REIT and pictures of the properties. b. Key statistics of the properties (type of property, area, occupancy, location, lea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y of the assets under the scheme; c. State whether the scheme is with leverage or without leverage in accordance with Regulation 26U(2) of these Regulations. In case of a scheme with no leverage, the investment manager shall submit an undertaking that the particular scheme shall not utilize any leverage in future. 7. Valuation a. Summary of valuation as per the full valuation report; b. Valuation methodology; c. Frequency of valuation and declaration of NAV. 8. Financials a. If discrete financial statements are available for the assets for previous 3 years and stub period (if applicable), then historical financial statements shall be disclosed for last three years and stub period (if applicable) or for such shorter period for which the financial statements are available. b. In case more than one SPV is being acquired under a scheme and discrete financial statements are available for the SPVs, then combined financial statements shall also be disclosed for last three years and stub period (if applicable) or for such shorter period for which the financial statements are available. c. If discrete financial statements as per above are not available for past periods, the inves ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... held under the scheme, such as the property management agreement, shared services agreement etc. 14. Supporting Documents a. Undertaking by the investment manager in case of scheme with no leverage. b. Auditor's report prepared on a standalone basis for each SPV or on combined financial statements, if applicable. c. Any other such report. 15. Offer procedure a. Selling restriction, if any b. Minimum Subscription and Minimum Allotment c. Price Discovery (if applicable) and Allocation d. Basis of allotment e. Timelines for allotment and listing 16. Such other information as is material and appropriate to enable the investors to make an informed decision a. Information with respect to lease rental income for each property proposed to be acquired by the scheme of the SM REIT, along with the comparable lease rental income of other similar properties (such comparable disclosures shall be sourced from or certified by a valuer or any other persons). b. Relevant confirmations with respect to the disclosures included in the KIS shall be included here, as required under Regulation 26(S) (1), (2), (3) and (4) of these Regulations. c. Relevant material and appropriate informati ..... X X X X Extracts X X X X X X X X Extracts X X X X
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