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listed InvIT and REIT – amendments to guidelines

SEBI has issued two circulars, both dated 28th September, 2020 in respect of amendments to guidelines for preferential issue and institutional placement by a listed InvIT and REIT. The amendments are identical in all respects except of course for the clause nos. in the respective guidelines.

The amendments are as follows:

  1. Clause 2.6 of the Guidelines is modified as under:
    “The REIT shall not make any subsequent institutional placement until the expiry of two weeks from the date of the prior institutional placement made pursuant to one or more special resolutions.”
  2. After clause 2.1 and before clause 2.2 of sub-paragraph (A) of paragraph 2 of Annexure-I, the following provisos shall be inserted:
    “Provided that, for any preferential issue made between the date of this circular and December 31, 2020, the REIT may opt for a pricing method where the price of the units to be allotted pursuant to the preferential issue shall not be less than the higher of the following:
    (a) the average of the weekly high and low of the volume weighted average price of the related units quoted on the recognised stock exchange during the twelve weeks preceding the relevant date; or
    (b) the average of the weekly high and low of the volume weighted average prices of the related units quoted on a recognised stock exchange during the two weeks preceding the relevant date.
    Provided further that, units allotted on a preferential basis using the pricing method set out in the first proviso shall be locked-in for a period of three years:
    Provided further that, all allotments arising out of the same unitholders approval shall follow the same pricing method.”
  3. After clause 3.1 of paragraph 3 of Annexure-I, the following explanation shall be inserted:
    Explanation: For the computation of the lock-in requirement, the units held by the sponsor(s) and locked-in for three years, in the past in terms of Regulation 11 (3) of the REIT Regulations shall be taken into account. The units locked-in pursuant to Regulation 11(3) of the REIT Regulations shall not be put under fresh lock-in again, even though they are considered for computing the lock-in requirement, in case the said units are free of lock-in at the time of the preferential issue.



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