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TMI BlogGuidelines for rights issue of units by a listed Real Estate Investment Trust (REIT)X X X X Extracts X X X X X X X X Extracts X X X X ..... on a stock exchange. (c) The REIT has obtained in-principle approval of the stock exchange(s) for listing of units proposed to be issued under these guidelines. (d) The REIT is in compliance with the continuous listing and disclosure obligations under the REIT Regulations and circulars issued thereunder. Provided that imposition of only monetary fines by stock exchanges on the REIT shall not be a ground for ineligibility for undertaking issuances under these guidelines. (e) None of the respective promoters or partners or directors of the sponsor(s) or sponsor group or manager or trustee of the REIT is a fugitive economic offender declared under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018). (f) None of the respective promoters or partners or directors of the sponsor(s) or sponsor group or manager or trustee of the REIT i. is debarred from accessing the securities market by the Board; ii. is a promoter, director or person in control of any other company or a sponsor, manager or trustee of any other REIT which is debarred from accessing the capital market under any order or directions made by the Board; 2. Appointment of merchant banker( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... if any, on the draft letter of offer within fifteen days from the later of the following dates: a) the date of receipt of the draft letter of offer, filed under sub-clause 3.1; or b) the date of receipt of satisfactory reply from the lead merchant banker(s), where the Board has sought any clarification or additional information from them; or c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or d) the date of receipt of a copy of in-principle approval letter issued by the stock exchanges. 3.8. If the Board specifies any changes or issues observations on the draft letter of offer, the manager on behalf of the REIT and lead merchant banker(s) shall carry out such changes in the draft letter of offer and shall submit to the Board an updated draft letter of offer complying with the observations issued by the Board and highlighting all changes made in the draft letter of offer before filing the letter of offer with the stock exchanges. 3.9. The lead merchant banker shall, along with filing of the letter of offer with the Board and the stock exchang ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... letter of offer, letter of offer and the notice sent to the unitholders shall contain a statement to this effect. 7.1.2. The units shall be allotted in the dematerialized form only and shall be listed on the stock exchange(s) where the units of the REIT are listed. 7.1.3. All investors would be required to mandatorily use Application Supported by Blocked Amount (ASBA) as a payment mode, whether existing unitholders or renouncees and follow the procedure for rights issues of securities specified by the Board. 8. Subscription, Allotment and Listing of Units 8.1. Minimum Subscription (a) The minimum subscription to be received in the rights issue shall be 90% of the issue size through the letter of offer. (b) If the minimum subscription as specified under (a) above is not received, the application monies shall be refunded to the applicants forthwith, but not later than 15 days from the issue closing date. 8.2. The sponsor(s), their associates and members of the sponsor group who are unitholders as on the record date, may choose to subscribe to additional units subject to disclosure of such intent in the draft letter of offer and letter of offer. Provided that such ad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... otted in the manner specified above shall be listed within six working days from the issue closing date. 9. Restriction on further capital issues 9.1. The REIT shall not make any further issue of units in any manner whether by way of public issue, rights issue, preferential issue, qualified institutions placement, institutional placement, issue of bonus shares or otherwise during the period between the date of filing the draft letter of offer with the Board and the listing of the units offered through the letter of offer or refund of application monies. 10. The REIT shall file an allotment report with the Board providing details of the allottees and allotment made within 15 days of the issue closing date. 11. 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 REIT Regulations. 12. This Circular is available on the website of the Securities and Exchange Board of India at www.sebi.gov.in under the category "Legal" and under the drop down "Circulars". Yours faithfully, Richa G. Agarwal Deputy General Manager Department of Debt and Hybrid Securities Tel No ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Valuation (latest available): a) Summary of valuation of the assets proposed to be financed through proceeds of the issue b) Valuation methodology. c) Frequency of valuation and declaration of NAV. d) Any disclosures made regarding valuation since the initial offer shall also be incorporated by reference to such disclosures. e) Link(s) to document(s) at (d) above wherever available, including on the website of the REIT, stock exchanges, shall be provided. f) The valuation report of the asset to be financed through proceeds of the issue, if any, shall be provided to the Board along with the draft letter of offer and letter of offer. 7. Financials: a) Disclosure as per clauses 11(a), 11(b), 11(c) and 11(e) of the Schedule III of the REIT Regulations: Provided if the REIT has undertaken any acquisition or disposal of any material asset(s) after the latest period for which financial information is disclosed in the letter of offer but before the date of filing of the letter of offer, the financial information should be prepared on a pro forma basis certified by statutory auditors of the REIT. b) Disclosure as per clause (a) above may be incorporated by ref ..... X X X X Extracts X X X X X X X X Extracts X X X X
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