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TMI BlogManner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(5C) and Regulation 22(7) of SEBI Infrastructure Investment Trusts Regulations, 2014 (“SEBI (InvIT) Regulations”)X X X X Extracts X X X X X X X X Extracts X X X X ..... egistered with the Board, as lead manager(s) for the exit option/offer, who shall ensure compliance with the provisions of SEBI (InvIT) Regulations and this circular. Lead manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and shall also file the same along with the due diligence certificate, in line with format specified in Form A in Annexure-I of SEBI circular no. CIR/IMD/DF/55/2016 dated May 11, 2016, with the Exchange(s). The broad contents of LoF are indicated in Annexure-II of this circular. 4. Upon completion of exit option process, a due diligence certificate in line with format specified in the Form D in Annexure-I of SEBI circular no. CIR/IMD/DF/55/2016 dated May 11, 2016, shall be filed by the lead manager(s) with the Board within two working days of payment of consideration by the acquirer. 5. 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 SEBI (InvIT) Regulations. 6. This circular is available on the website of the Securities and Exchange Board of India at www.sebi.gov.in under the sub-category "Circulars" under the catego ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rson who has an interest in such investment company or fund as a shareholder or unit holder having not less than 10 per cent of the paid-up capital of the investment company or unit capital of the fund, and any other investment company or fund in which such person or his associate holds not less than 10 per cent of the paid-up capital of that investment company or unit capital of that fund: Provided that nothing contained in this sub-clause shall apply to holding of units of mutual funds registered with the Board; Explanation-For the purposes of this clause "associate" of a person means any person as defined under Regulation 2(1)(b) of SEBI (InvIT) Regulations and shall also include- i) trusts of which such person or his immediate relative is a trustee; ii) partnership firm in which such person or his immediate relative is a partner; and iii) members of Hindu undivided families of which such person is a coparcener 1.3 "Cut-off date" means a date not more than three working days before the date of meeting for determining the eligibility to vote; 1.4 "Dissenting unit holders" means unit holders as on the cut-off date who have not voted in favour of the resolution propos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l number of units held by them as of the cut-off date, as certified by its compliance officer. The day of aforesaid intimation by IM shall be construed as "Date of Intimation". Within forty eight hours of the last day of voting Acquirer through the Lead Manager shall give a public notice to stock exchange(s) and IM regarding his intention of providing exit option to dissenting unit holders Within twenty four hours of the Date of Intimation Upon receipt of public notice from the Lead Manager, IM shall provide the list of dissenting unit holders to the Lead Manager(s). Immediately but not later than twenty four hours from the receipt of public notice from the Acquirer Acquirer through the Lead Manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and file a copy of the same with the stock exchange(s). Lead Manager(s) shall exercise due diligence with regard to all information and disclosures contained in the LoF. The stock exchange(s) shall disseminate the LoF on its website as soon as it receives the same. Within three working days from the date of public notice by the Acquirer regarding exit option/offer Acquirer shall create an escrow a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ders shall be highest of the following: 3.1.1 the highest negotiated price per unit of the InvIT for any acquisition under the agreement attracting the obligation of exit option; 3.1.2 the volume-weighted average price paid or payable for acquisitions, whether by the proposed Acquirer or any person acting in concert with them, during the fifty-two weeks immediately preceding the relevant date; 3.1.3 the highest price paid or payable for any acquisition, whether by the proposed Acquirer or any person acting in concert with them, during the twenty-six weeks immediately preceding the relevant date; 3.1.4 the volume-weighted average market price of such units for a period of sixty trading days immediately preceding the relevant date as traded on the stock exchange where the maximum volume of trading in the units of the InvIT are recorded during such period, provided such units are frequently traded; 3.1.5 Where the units of the InvIT are not frequently traded, the price determined by the Acquirer and the lead manager to the exit option/offer taking into account valuation parameters including the NAV of the InvIT based on a full valuation of all existing InvIT assets conducted ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r. 1.1. All the requisite disclosures/statements in respect of the Acquirer, persons who are acting in concert (PAC) with the Acquirer for the purpose of the offer shall be made in the LoF. 1.2. Lead manager shall ensure that the timelines specified for tendering period, payment of consideration to unit holders, etc. are as per the timelines specified in this circular. 1.3. The source from which data / information is obtained should be mentioned in the relevant pages of LoF. 1.4. The LoF shall, inter alia, shall include the following: 1.4.1. Details of the Acquirer (including PAC, if any) including its background, experience, areas of operation, relationship between Acquirers, pre and post exit offer unit holding etc. financial position (financial statements/net worth, as applicable) etc. In case of financial statements, audited Profit & Loss statement, Balance Sheet and Cash Flow statement for last three years along with latest available financial statements. Latest financials should not be older than six months from the date of LoF. 1.4.2. Details of the exit option/offer, statutory approvals and detailed timelines with regard to exit option process including operatio ..... X X X X Extracts X X X X X X X X Extracts X X X X
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