Regulation 14 - Issue of units and allotment - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

CHAPTER IV OFFER OF UNITS OF InvIT AND LISTING OF UNITS Issue of units and allotment 14. (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 1 [InvIT assets] is not less than 2 [rupees] five hundred crore. Explanation.- Such value shall mean the value of the specific portion of the holding of InvIT in the underlying assets or 3 [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 4 [ 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 5 [such] the requirements shall be fulfilled prior to 6 [such] allotment 7 [and] a declaration to the Board and 8 [to] the designated stock exchanges to that effect, where applicable and adequate disclosures in this regard in the 9 [***] offer document or placement memorandum. 10 [(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 ₹ 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; (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 11 [ raises funds by way of private placement] (a) 12 [it shall do it] through a placement memorandum; (b) from 13 [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; 14 [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 15 [, 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. 67 [ (da) maximum subscription from any investor other than sponsor(s), its related parties and its associates, in initial offer shall not be more than 25 percent of the total unit capital; ] 16 [(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).] 17 [(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) 18 [***] (4) 19 [ If the InvIT raises funds by public issue] 20 [***] 21 [***] (a) 22 [ it shall be by way of initial public offer]; (b) any subsequent issue of units after initial 23 [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 69 [ amount ] from any investor in initial and follow-on offer shall 70 [ fall within the range of ten thousand rupees to fifteen thousand rupees ] ; 68 [ (ca) maximum subscription from any investor other than sponsor(s), its related parties and its associates, in initial offer shall not be more than 25 percent of the total unit capital; ] (d) 24 [***] (e) prior to initial 25 [public] offer and follow-on offer, the 26 [merchant banker] shall file the draft offer document 27 [ along with the fee as specified in Schedule II,] with the designated stock exchange(s) and the Board not less than 28 [thirty] working days before filing the 29 [***] offer document with the designated stock exchange 30 [and SEBI]; (f) the draft offer document filed with the Board shall be made public, for comments, if any, 31 [***] by hosting it on the websites of the Board, designated stock exchanges 32 [, InvIT] and merchant bankers associated with the issue 33 [, 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 addressed prior to the filing of the 34 [***] offer document with the designated stock exchanges; (i) in case no 35 [observations] are 36 [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 37 [file] the 38 [***] offer document or follow-on offer document 39 [with the Board and the exchange(s)]; (j) the draft 40 [offer document] and 41 [***] offer document shall be accompanied by a due diligence certificate signed by the 42 [***] lead merchant banker; (k) the 43 [***] offer document shall be filed with the designated stock exchanges and the Board not less than five working days before opening of the offer 44 [***]; (l) The InvIT may 45 [open] the initial 46 [public] offer or follow-on offer 47 [or rights issue] within a period of not more than 48 [one year] from the date of 49 [***] issuance of observations by the Board 50 [***]: Provided that if the initial 51 [public] offer or follow-on offer 52 [or rights issue] is not made within the prescribed time period, a fresh 53 [draft] offer document shall be filed; 66 [ Provided further that the InvIT shall not be required to file draft offer document with the Board in case of a fast track rights issue, subject to the fulfillment of the conditions as specified by the Board from time to time. ] (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 54 [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); (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 55 [ninety] per cent. of the 56 [fresh] issue size as specified in the 57 [***] offer document; (ii) to applicants to the extent of the over subscription, in case the moneys received is in excess of the extent of over-subscription as specified in the 58 [***] offer document, money shall be refunded to applicants to the extent of the over subscription: Provided that right to retain such over subscription cannot exceed twenty five per cent. of the issue size; 59 [Provided further, that the offer document shall contain adequate disclosures towards the utilisation of such over subscription proceeds, if any, and such proceeds retained on account of over subscription shall not be utilised towards general purposes.] (iii) to all the applicants, in case the number of subscribers to the initial 60 [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 61 [, compulsorily convertible securities (from the date such securities are fully paid-up)] or partnership interest in the 62 [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: 63 [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; 64 [(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.] (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. 71 [ (5A) No InvIT shall undertake any activity under Chapter VIA. ] 72 [ (5B) No InvIT shall raise funds through public issue if any subordinate units have been issued and are outstanding. ] (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. *************** NOTES:- 1 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. 2 Substituted ruppes by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 3 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 4 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 5 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 6 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 7 Substituted of units, by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 8 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 9 Omitted initial by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 10 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 11 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 12 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 13 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. 14 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 15 Inserted by the SEBI (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. 16 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 17 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 18 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. 19 Substituted with respect to by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 20 The word InvITs is omitted by the SEBI (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. 21 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 22 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 23 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 24 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; 25 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 26 Substituted investment manager by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 27 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 28 Substituted twenty one by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 29 Omitted final by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 30 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 31 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 32 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 33 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 34 Omitted final by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 35 Substituted modifications by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 36 Substituted suggested by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 37 Substituted issue by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 38 Omitted final by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 39 Substituted to the public by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 40 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 41 Omitted final by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 42 Omitted investment manager and by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 43 Omitted final by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 44 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 45 Substituted make by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 46 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 47 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 48 Substituted six months by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 49 Omitted last by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 50 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 51 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 52 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 53 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 54 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 55 Substituted for seventy five by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 56 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 57 Omitted final by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 58 Omitted final by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 59 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 60 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 61 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 62 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 63 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 64 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 65 Substituted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/10 d-ated 22-04-2019 before it was read as ten 66. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2020/05 dated 02-03-2020 67. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/15 dated 16-6-2020 68. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/15 dated 16-6-2020 69. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/27 dated 30-07-2021 70. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/27 dated 30-07-2021 before it was read as be 65 [ one ] lakh rupees 71. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/101 dated 09-11-2022 w.e.f. 01-01-2023 72. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/182 dated 27-05-2024