CIRCULAR
SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/134 August 03, 2023
To
All Recognised Stock Exchanges
All Recognised Clearing Corporations
All Depositories
Madam/Sir
Sub: Offer for Sale framework for sale of units of Real Estate Investment Trusts
(REITs) and Infrastructure Investment Trusts (InvITs)
1. SEBI vide Circular No.SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated
January 10, 2023 specified the comprehensive framework on Offer for Sale
(OFS) of shares including units of REITs and InvITs through stock exchange
mechanism.
2. Based on the feedback received from market participants, it has been decided
to modify Paragraph B of SEBI Circular dated January 10, 2023 to allow OFS
for units of private listed InvITs, as under:
“B. OFS Framework for sale of units of Real Estate Investment Trusts
(REITs) and Infrastructure Investment Trusts (InvITs)
1.0 OFS for sale of units of REITs and InvITs by sponsor(s) or sponsor group
entities, and other unitholders are permitted only in units of listed REITs
and listed InvITs. The OFS framework for REITs and InvITs shall be
equivalent to the OFS framework prescribed at paragraph-A above for
equity shares of listed companies.
Provided that in case of OFS for listed InvITs, the trading lot shall be same
as the trading lot prescribed for such InvITs in the secondary market in
terms of SEBI (Infrastructure Investment Trusts) Regulations, 2014.
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Provided further that since there is no participation of retail investors in
private listed InvITs, the provisions related to retail investors as specified in
paragraph-A above shall not be applicable in case of OFS for such InvITs
and the OFS shall remain open only for one day (i.e. T day).”
3. The provisions of this circular shall come into force with immediate effect.
4. All recognized stock exchanges are advised to:
a) take necessary steps and put in place necessary systems for
implementation of the above.
b) make necessary amendments to the relevant bye-laws, rules and
regulations, wherever required, for the implementation of the above; and
c) bring the provisions of this circular to the notice of market participants
(including investors) and also to disseminate the same on their website;
5. This circular is issued in exercise of the powers conferred under Section 11(1)
of the Securities and Exchange Board of India Act,1992 to protect the interest
of investors in securities and to promote the development of and to regulate the
securities market.
6. This circular is available on SEBI website at www.sebi.gov.in at “Legal
Framework-Circulars.”
Yours faithfully,
Hruda Ranjan Sahoo
Deputy General Manager
Tel no.: 022-26449586
Email: hrsahoo@sebi.gov.in
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