Master Circular for Real Estate Investment Trusts (REITs)
Summary
This section establishes the Master Circular for Real Estate Investment Trusts (REITs) as a compilation of SEBI circulars effective up to March 31, 2022. It mandates that all REIT-related filings, including registration and compliance reports, must be submitted exclusively through the SEBI Intermediary Portal. Additionally, it outlines initial guidelines for public issues, requiring the appointment of merchant bankers and specifying procedures for drafting and filing offer documents. This section mandates the filing of fresh draft offer documents for material changes such as shifts in control or issue size, while minor updates require no fees. It establishes allocation quotas for public issues, including specific rules for anchor investors and institutional allocations. Furthermore, it outlines procedures for pre-issue advertisements, security deposits, issue timelines, underwriting obligations, and price determination mechanisms. This section outlines the mandatory electronic bidding process using ASBA and the specific roles of intermediaries, stock exchanges, and merchant bankers. It details the allotment procedures, including proportionate allocation and handling of under-subscr
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Master Circular for Real Estate Investment Trusts has been prepared to enable the industry and other users to have an access to all the applicable circulars at one place.
This Master Circular is a compilation of relevant circulars issued by SEBI up to March 31, 2022 which are operational as on date of this circular. Circulars providing temporary relaxations with regards to certain compliance requirements for REITs in the wake of the COVID-19 pandemic have not been included in the master circular.
In case of any inconsistency between the master circular and the applicable circulars, the contents of the relevant circular shall prevail.
SEBI has introduced an online system for filings related for REITs. The online system can be used for application for registration, reporting and filing under the provision of aforesaid Regulations.
All applicants desirous of seeking registration as REITs are now required to submit their applications online only, through SEBI Intermediary Portal at https://siportal.sebi.gov.in. Furthermore, all SEBI registered REITs are required to file/ submit/ apply for any request, as may be required under the provision of REIT Regulations & Circulars issued thereunder, through the online system only.
Link for SEBI Intermediary Portal is also available on SEBI website - www.sebi.gov.in. In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the Portal Helpline as specified in the manual.
The Manager on behalf of the REIT, in line with Regulation 10 (5) of REIT Regulations, shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker, to carry out the obligations relating to the issue.
Where the issue is managed by more than one merchant banker, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each merchant banker shall be predetermined and disclosed in the offer document.
Draft offer document refers to the draft of the offer document filed with the Board and the stock exchanges. Offer document refers to the version of the offer document filed with the Board and the stock exchanges incorporating all updations except the price / price band. Final offer document refers to the version of the offer document filed with the Board and the stock exchanges including details with respect to pricing, allotment etc.
The draft offer document shall be filed with the Board and the designated stock exchanges in accordance with REIT Regulations.
The lead merchant bankers shall submit the following to the Board along with the draft offer document: a) a certificate, confirming that an agreement has been entered into between the Manager on behalf of the REIT and the lead merchant bankers; b) a due diligence certificate as per Form A of Annexure - 1.
The draft offer document shall be hosted on the websites as specified under Regulation 14(5) of the REIT Regulations and the period of hosting on the website for comments, if any, shall be at least twenty one days. The lead merchant banker shall file a statement with the Board giving information of the comments received by them or the REIT or the parties to the REIT on the draft offer document during that period and the consequential changes, if any, to be made in the draft offer document.
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Source: SecMarx — Master Circular for Real Estate Investment Trusts (REITs). Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.