CIRCULAR
SEBI/HO/DDHS-PoD-2/P/CIR/2023/174 October 31, 2023
To
All Infrastructure Investment Trusts (“InvITs”)
All Parties to InvITs
All Recognised Stock Exchanges
All Depositories
All Merchant Bankers
Madam / Sir,
Sub: Revision in manner of achieving minimum public unitholding requirement
– Infrastructure Investment Trusts (InvITs)
1. SEBI issued circular no. SEBI/HO/DDHS/PoD2/P/CIR/2023/107 dated June 27,
2023 prescribing methods to achieve minimum public unitholding requirements for
InvITs. Subsequently, the said circular was consolidated as Chapter 21 of the
Master Circular for InvITs dated July 06, 2023.
2. In addition to the methods listed under para 21.2. of Chapter 21 of the Master
circular for InvITs dated July 06, 2023, the following shall be an additional method
for privately placed InvITs in order to achieve minimum public unitholding
requirements:
S. No. Method Specific Conditions, if any,
applicable
10. Issuance of units through Only units issued to the public shall
preferential allotment be considered for compliance with
minimum unitholding requirement
3. Further, it has been decided that S. No. 7 under para 21.2. of Chapter 21 of the
Master circular for InvITs dated July 06, 2023 stands modified as under:
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S. Specific conditions, if any,
Method
No. applicable
7. Sale of units held by Sponsor(s) / i. Sponsor(s) / Investment Manager
Investment Manager /Project / Project Manager and their
Manager and their associates/related parties can use
associates/related parties in the either the mechanism specified at
open market in any one of the Sl. No. 7(i) or 7(ii) to comply with
following ways, subject to minimum public unitholding
compliance with the conditions requirements, but not both.
specified:
ii. The Investment Manager of the
i. Sponsor(s) / Investment InvIT shall, at least one trading
Manager / Project Manager and day prior to every such proposed
their associates/related parties sale, announce the following
can sell up to 2% of the total details to the stock exchange(s)
paid-up unit capital of the InvIT, where its units are listed:
subject to five times’ average a) the intention of the Sponsor(s)
monthly trading volume of the / Investment Manager/ Project
units of the InvIT, every financial Manager and their associates/
year till the due date for related parties to sell and the
minimum public unitholding purpose of sale;
requirement as per InvIT b) the details of Sponsor(s) /
Regulations Investment Manager/ Project
Manager and their associates/
Provided that the above limit of related parties, who propose to
five times’ average monthly divest their unitholding;
trading volume of the units of the c) total number of units and
InvIT shall not be applicable to a percentage of unitholding in
privately placed InvIT. the InvIT that is proposed to be
divested; and
(or)
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ii. Sponsor(s) / Investment d) the period within which the
Manager / Project Manager and entire divestment process will
their associates/related parties be completed.
can sell upto a maximum of 5%
of the paid-up unit capital of the iii. The Investment Manager of the
InvIT during a financial year InvIT shall also give an
subject to the condition that the undertaking to the recognized
public unitholding in the InvIT stock exchange(s) obtained from
shall become 25% after the Sponsor(s) / Investment
completion of such sale. The Manager/ Project Manager and
sale can be in a single tranche their associates/ related parties
or in multiple tranches during that they shall not buy any units in
the said financial year. The the open market on the dates on
number of units to be sold shall which the units are being sold by
not exceed the trading volume them as stated above.
of the units of the InvIT during
the preceding 12 months from iv. The InvIT, its Sponsor(s) /
the date of announcement. Investment Manager/ Project
Manager and their associates/
Provided that the above limit related parties shall ensure
related to the trading volume of compliance with all applicable
units of the InvIT during the legal provisions including that of
preceding 12 months from the the Securities and Exchange
date of announcement, shall not Board of India (Prohibition of
be applicable to a privately Insider Trading) Regulations,
placed InvIT. 2015 and InvIT Regulations.
4. This circular shall come into force with immediate effect.
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 14(1A)
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and Regulation 33 of the SEBI (Infrastructure Investment Trusts) Regulations,
2014. This circular is issued with the approval of the competent authority.
6. 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”.
7. The recognized Stock Exchanges are advised to disseminate the contents of
this Circular on their website.
Yours faithfully,
Ritesh Nandwani
Deputy General Manager
Department of Debt and Hybrid Securities
Tel No.+91-22-2644 9696
Email id - riteshn@sebi.gov.in
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