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TMI BlogSecurities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2024X X X X Extracts X X X X X X X X Extracts X X X X ..... ion shall be inserted, namely - Explanation . For the purpose of calculating the number of outstanding units, any outstanding subordinate units shall not be included ; ii. after clause (zza), the following clause shall be inserted, namely (zzaa) subordinate unit means an instrument issued by an InvIT which can be reclassified as an ordinary unit ; iii. in clause (zzd), after the words and expression unit and before the word means , the words and expression or ordinary unit shall be inserted; (2) in regulation 4 , in sub-regulation (2), (a) clause (h) shall be substituted with the following, namely - (h) subject to the provisions of Chapter IVA of these regulations, there shall be only one class of units and all units shall carry equal voting rights and distribution rights associated with such units. ; (b) after clause (h), clause (i) shall be inserted, namely (i) the unitholder(s) holding not less than ten percent of the total outstanding units of the InvIT, either individually or collectively, shall - (i) be entitled to nominate one director on the board of directors of the Investment Manager, in such manner as may be specified by the Board: Provided that the director so nominated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... classification into ordinary units in accordance with the provisions contained in these regulations. (6) The subordinate units may be issued by way of an initial offer or any offer subsequent to the initial offer, either along with the issue of ordinary units or without the issue of ordinary units. (7) The issue of subordinate units made after the initial offer by the InvIT shall require the approval of the unitholders where votes cast in favour of the resolution shall not be less than one and a half times the votes cast against the resolution: Provided that any unitholder who is party to the acquisition of the infrastructure project including the sponsor, its associates and sponsor group, shall not be entitled to vote. (8) The price of subordinate units shall be determined according to the pricing guidelines applicable for issuance of ordinary units. (9) Prior to issuance of subordinate units, the investment manager shall obtain in-principle approval from the recognised stock exchange for listing of such subordinate units after their reclassification into ordinary units. (10) The enabling provisions authorising the issuance of subordinate units shall be specified in the Trust Deed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the InvIT. (5) The investment manager shall disclose any inter-se transfer or inter-se encumbrance of subordinate units to the recognised stock exchange within one working day of such transfer or encumbrance. (6) In case of a change in the sponsor, the outgoing sponsor shall transfer the subordinate units held by it, if any, to another sponsor, its associates or sponsor group. Entitlement date, entitlement event and performance benchmark. 17D. (1) The entitlement date, the entitlement event and the performance benchmark for reclassification of subordinate units to ordinary units shall be clearly defined and specified in the Term Sheet. (2) The performance benchmark for reclassification of subordinate units shall be quantifiable, objective and based on the audited financial statements. (3) The minimum time period between the issuance of subordinate units and entitlement date for reclassification of the subordinate units to ordinary units shall be three year. (4) The entitlement date may be extended in the manner specified in the Term Sheet, subject to the following conditions: (a) the entitlement date shall not be extended for more than one year at a time and shall not be extende ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d shall be reviewed by the trustee and the audit committee of the investment manager. (2) If the performance benchmark is achieved at the end of the entitlement date, including extended period, if any; the subordinate units shall be reclassified into equal number of ordinary units on a pari passu basis in accordance with the terms and conditions of subordinate units mentioned in the Term Sheet. Explanation 1. - The reclassification can happen for all subordinate units either together or on a piecemeal basis in accordance with the terms and conditions and on the achievement of performance benchmarks as disclosed in the Term Sheet. Explanation 2. - The subordinate units may be reclassified into ordinary units, in part or in full in accordance with the terms and conditions and on the achievement of performance benchmarks as disclosed in the Term Sheet. (3) If the performance benchmark is not achieved at the end of the entitlement date, including extended period, if any, the subordinate units shall be extinguished without any payment to the holder of subordinate units. (4) The board of directors of the investment manager shall consider reclassification of subordinate units into ordinar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... I/LAD/NRO/GN/2016-17/021, with effect from November 30, 2016. b. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD-NRO/GN/2017-18/024, with effect from December 15, 2017. c. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, vide No. SEBI/LAD-NRO/GN/2018/07, with effect from April 10, 2018. d. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2019, vide No. SEBI/LAD-NRO/GN/2019/10, with effect from April 22, 2019. e. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/05, with effect from March 02, 2020. f. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/10, with effect from April 17, 2020. g. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/15, with effect from June 16, 2020. h. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) R ..... X X X X Extracts X X X X X X X X Extracts X X X X
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