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Amendment to Master Circular for Infrastructure Investment Trusts (InvITs) dated May 15, 2024

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..... e sponsor(s) and sponsor group(s) to hold a minimum of 15% of the total units of the InvIT [25% of the total units in case the sponsor / associate of sponsor is not the project manager of the InvIT for a minimum period of three years from the date of listing of units of the InvIT.], for three years from the date of listing of units in the initial offer. 2. However, Para 7.6.1. of the Master Circular for InvITs dated May 15, 2024, dealing with the lock-in requirement applicable at the time of preferential issue of units by a InvIT, requires as under: "The units allotted to sponsor(s) and its associates shall be locked-in for a period of three years from the date of trading approval granted for the units: Provided that units not more than .....

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..... od of three years from the date of trading approval granted for the units, subject to the condition that the project manager of the InvIT is the sponsor or an associate of the sponsor and shall continue to act in such capacity for a period of minimum three years from the date of trading approval granted for the units unless suitable replacement is appointed by the unitholders through the Trustee; Provided that twenty-five percent of the units allotted to sponsor(s) and sponsor group(s) shall be locked-in for a period of three years from the date of trading approval granted for the units if the condition specified above relating to project manager of the InvIT is not satisfied; b) the remaining units allotted to sponsor(s) and sponsor .....

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..... or group entities may be transferred to the incoming sponsor or its sponsor group entities, subject to the condition that the incoming sponsor or its sponsor group entities shall continue to comply with the minimum unitholding requirements as specified under the InvIT Regulations after such transfer. Provided further that in case of conversion to a self-sponsored investment manager, the locked-in units held by the outgoing sponsor or its sponsor group entities may be transferred to the self-sponsored investment manager or its shareholders or group entities of the self-sponsored investment manager, subject to the condition that the self-sponsored investment manager or its shareholders or group entities shall comply with the minimum unitho .....

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..... low-on offer, the InvIT shall pay fees to the Board as specified in Schedule II of InvIT Regulations along with follow-on offer document / draft follow-on offer document, as applicable. 2.19. An InvIT desirous of issuing units by way of follow-on offer shall, for any such issue, ensure that: 2.19.1. It has made an application to all stock exchanges on which its units are listed, to seek an in-principle approval for listing of its units on such stock exchanges and has chosen one of them as the designated stock exchange. 2.19.2. Units shall be issued mandatorily in dematerialized form. 2.20. The Investment Manager and the merchant banker(s) shall be responsible for obtaining in-principle approval and final listing and trading appr .....

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..... draft follow-on offer document/ follow-on offer document for follow-on offer and the listing of the units or refund of application monies: 2.27. The provisions of Chapter 3 of this Master Circular shall apply in relation to the disclosure of financial information in the follow-on offer document except Section (B) (provisions pertaining to disclosure of projections of InvITs Revenues and Operating Cash flows) and Section (G) (Principles for preparation of combined financial statements)." 2.28. Filing of offer document for issuing units through a follow-on offer ('follow-on offer document') 2.28.1. The InvIT shall file the draft follow-on offer document, through the merchant banker with the Board, for its observations. The timelines .....

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