(1) No initial offer of units by an InvIT shall be made unless,–
(a) The InvIT is registered with the Board under these regulations;
(b) the value of 110[InvIT assets] is not less than 111[rupees] five hundred crore.
108 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 109 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 110 Substituted for the words “the assets held by the InvIT” by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
111 Substituted ”ruppes” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 33
Explanation.- Such value shall mean the value of the specific portion of the holding of InvIT in the underlying assets or 112[holdco or] SPVs;
(c) the offer size is not less than rupees two hundred fifty crore:
Provided that the requirement of ownership of assets under clause (b) and offer size under clause (c) may be complied 113[ at any point of time before allotment of units in accordance with offer document/placement memorandum] subject, to a binding agreement with the relevant party(ies) that 114[such] the requirements shall be fulfilled prior to 115[such] allotment 116[and] a declaration to the Board and 117[to] the designated stock exchanges to that effect, where applicable and adequate disclosures in this regard in the 118[***] offer document or placement memorandum.
119[(1A) The minimum offer and allotment to public through an offer document/ placement memorandum shall be,-
(a) atleast twenty five per cent. of the total outstanding units of the InvIT, if the post issue capital of the InvIT calculated at offer price is less than rupees one thousand six hundred crore:
Provided that this requirement shall be complied along with the requirement under Regulation 14(1)(c) of the InvIT Regulations.
(b) of the value of atleast Rs 400 crore, if the post issue capital of the InvIT calculated at offer price is equal to or more than rupees one thousand six hundred crore and less than rupees four thousand crore;
112 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 113 Substituted “with after initial offer or first offer of units under private placement” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 114 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 115 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 116 Substituted “of units,” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 117 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 118 Omitted “initial” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 119 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 34
(c) atleast ten per cent. of the total outstanding units of the InvIT, if the post issue capital of the InvIT calculated at offer price is equal to or more than rupees four thousand crore:
Provided that any units offered to sponsor or the investment manager or the project manager or their related parties or their associates shall not be counted towards units offered to the public.
Provided further that any listed InvIT which has public holding below twenty five per cent on account of sub-clauses (b) and (c) above, such InvIT shall increase its public holding to at least twenty five per cent, within a period of three years from the date of listing pursuant to initial offer.]
(2) If the InvIT 120[ raises funds by way of private placement]–
(a) 121[it shall do it] through a placement memorandum;
(b) from 122[institutional investors] and body corporate only, whether Indian or foreign:
Provided that in case of foreign investors, such investment shall be subject to guidelines as may be specified by Reserve Bank of India and the government from time to time;
(c) with minimum investment from any investor of rupees one crore;
123[Notwithstanding the above, if such an privately placed InvIT invests or proposes to invest not less than eighty per cent of the value of the InvIT assets 124[, in completed and revenue generating assets,] the minimum investment from an investor shall be rupees twenty five crore;]
(d) from not less than five and not more than one thousand investors.
120 Substituted “invests or proposes to invest in under-construction projects, value of which is more than ten per cent. of the value of the InvIT assets, it shall raise funds,” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 121 Substituted “by way of private placement only” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 122 Substituted for the words “qualified institutional buyers” by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
123 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 124 Inserted by the SEBI (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017.
35 125[(e) shall file a placement memorandum with the Board alongwith the fee as specified in Schedule II, atleast 5 days prior to opening of the issue:
Provided that such opening of the issue shall not be at a date later than 3 months from the receipt of in-principle approval for listing, from exchange(s).]
126[(f) it shall file the final placement memorandum with the Board within a period of ten working days from the date of listing of the units issued therein.]
(3) 127[***]
(4) 128[ If the InvIT raises funds by public issue] 129[***] 130[***]–
(a) 131[ it shall be by way of initial public offer];
(b) any subsequent issue of units after initial 132[public] offer may be by way of follow-on offer, preferential allotment, qualified institutional placement, rights issue, bonus issue, offer for sale or any other mechanism and in the manner as may be specified by the Board;
(c) minimum subscription from any investor in initial and follow-on offer shall be 133[one] lakh rupees ;
125 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 126 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
127 Omitted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read “The InvIT as specified in sub-regulation (2) shall file the draft placement memorandum for making private placement of units with the Board along with the application for registration and the Board may communicate its comments, to such applicant which shall be incorporated by the applicant in placement memorandum prior to grant of registration.” 128 Substituted “with respect to” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 129 The word “InvITs” is omitted by the SEBI (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017.
130 Omitted “that hold not less than eighty per cent. of its assets in completed and revenue generating infrastructure projects,” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 131 Substituted “initial issue of units shall be by way of initial offer only” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 132 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 133 Substituted for “ten” by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2019, w.e.f. 22.4.2019.
36
(d) 134[***]
(e) prior to initial 135[public] offer and follow-on offer, the 136[merchant banker] shall file the draft offer document 137[ along with the fee as specified in Schedule II,] with the designated stock exchange(s) and the Board not less than 138[thirty] working days before filing the 139[***] offer document with the designated stock exchange 140[and SEBI];
(f) the draft offer document filed with the Board shall be made public, for comments, if any, 141[***] by hosting it on the websites of the Board, designated stock exchanges 142[, InvIT] and merchant bankers associated with the issue 143[, for a period of not less than twenty one days];
(g) the Board may communicate its comments to the lead merchant banker and, in the interest of investors, may require the lead merchant banker to carry out such modifications in the draft offer document as it deems fit;
(h) the lead merchant banker shall ensure that all comments received from the Board on the draft offer document are suitably 134 Omitted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read “the units proposed to be offered to the public is not less than twenty five per cent. of the total of the outstanding units of the InvIT and the units being offered by way of the offer document:
Provided that if prior to the initial offer, units of the InvIT are held by the public, the units proposed to be offered to the public shall be calculated after reducing such existing units for satisfying the aforesaid percentage requirement;” 135 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 136 Substituted “investment manager” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 137 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 138 Substituted “twenty one” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 139 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 140 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 141 Omitted “to be submitted to the Board, within a period of at least ten days,” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 142 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
143 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 37 addressed prior to the filing of the 144[***] offer document with the designated stock exchanges;
(i) in case no 145[observations] are 146[issued] by the Board in the draft offer document within twenty one working days from the date of receipt of satisfactory reply from the lead merchant bankers or manager, the InvIT may 147[file] the 148[***] offer document or follow-on offer document 149[with the Board and the exchange(s)];
(j) the draft 150[offer document] and 151[***] offer document shall be accompanied by a due diligence certificate signed by the 152[***] lead merchant banker;
(k) the 153[***] offer document shall be filed with the designated stock exchanges and the Board not less than five working days before opening of the offer 154[***];
144 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 145 Substituted “modifications” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 146 Substituted “suggested” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 147 Substituted “issue” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 148 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 149 Substituted “to the public” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 150 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
151 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 152 Omitted “investment manager and” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 153 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 154 Omitted “and such filing with the Board shall be accompanied by filing fees as specified under Schedule II” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 38
(l) The InvIT may 155[open] the initial 156[public] offer or follow-on offer 157[or rights issue] within a period of not more than 158[one year] from the date of 159[***] issuance of observations by the Board 160[***]:
Provided that if the initial 161[public] offer or follow-on offer 162[or rights issue] is not made within the prescribed time period, a fresh 163[draft] offer document shall be filed;
(m) The InvIT may invite for subscriptions and allot units to any person, whether resident or foreign:
Provided that in case of foreign investors, such investment shall be subject to guidelines as may be specified by Reserve Bank of India and the government from time to time.
(n) the application for subscription shall be accompanied by a statement containing the abridged version of the offer document detailing the risk factors and summary of the terms of issue;
(o) initial 164[public] offer and follow-on offer shall not be open for subscription for a period of more than thirty days;
(p) in case of over-subscriptions, the InvIT shall allot units to the applicants on a proportionate basis rounded off to the nearest integer subject to minimum subscription amount per subscriber as specified in clause (c);
155 Substituted “make” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 156 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 157 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 158 Substituted “six months” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 159 Omitted “last” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 160 Omitted “, if any and if no observations have been issued by the Board, within six months from the date of filing of final offer document with the designated stock exchanges” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 161 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 162 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 163 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 164 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 39
(q) the InvIT shall allot units or refund application money,as the case may be, within twelve working days from the date of closing of the issue;
(r) the InvIT shall issue units in only in dematerialized form to all the applicants;
(s) the price of InvIT units issued by way of public issue shall be determined through the book building process or any other process in accordance with the guidelines issued by the Board and in the manner as may be specified by the Board;
(t) the InvIT shall refund money,-
(i) to all the applicants in case it fails to collect subscription of atleast 165[ninety] per cent. of the 166[fresh] issue size as specified in the 167[***] offer document;
(ii) to applicants to the extent of the over subscription, in case the moneys received is in excess of the extent of oversubscription as specified in the 168[***] offer document, money shall be refunded to applicants to the extent of the oversubscription:
Provided that right to retain such over subscription cannot exceed twenty five per cent. of the issue size;
169[Provided further, that the offer document shall contain adequate disclosures towards the utilisation of such oversubscription proceeds, if any, and such proceeds retained on account of oversubscription shall not be utilised towards general purposes.]
165 Substituted for “seventy five”by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 166 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 167 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 168 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 169 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 40
(iii) to all the applicants, in case the number of subscribers to the initial 170[public] offer forming part of the public is less than twenty;
(u) If the investment manager fails to allot or list the units or refund the money within the specified time, then the investment manager shall pay interest to the unit holders at the rate of fifteen per cent.
per annum, till such allotment or listing or refund and such interest shall be not be recovered in the form of fees or any other form payable to the investment manager by the InvIT;
(v) units may be offered for sale to public,– i. if such units have been held by the sellers for a period of at least one year prior to the filing of draft offer document with the Board:
Provided that the holding period for the equity shares 171[, compulsorily convertible securities (from the date such securities are fully paid-up)] or partnership interest in the 172[holdco or] SPV against which such units have been received shall be considered for the purpose of calculation of one year period referred in this sub-regulation:
173[Provided further that the compulsorily convertible securities, whose holding period has been included for the purpose of calculation for offer for sale, shall be converted to equity shares of the holdco or SPV, prior to filing of offer document.]
ii. subject to other guidelines as may be specified by the Board in this regard;
174[(va) The amount for general purposes, as mentioned in objects of the issue in the draft offer document filed with the Board, shall not exceed Ten per cent of the amount raised by the InvIT by issuance of units.]
170 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 171 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 172 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 173 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 174 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 41
(5) If the InvIT fails to make any offer of its units, whether by way of public issue or private placement, within three years from the date of registration with the Board, it shall surrender its certificate of registration to the Board and cease to operate as an InvIT:
Provided that the Board, if it deems fit, may extend the period by another one year:
Provided further that the InvIT may later re-apply for registration, if it so desires.
(6) The Board may specify by issue of guidelines or circulars any other requirements, as it deems fit, pertaining to issue and allotment of units by an InvIT, whether by way of public issue or private placement.
Offer document or placement memorandum and advertisements