Master Circular for Infrastructure Investment Trusts (InvITs)
Summary
This section establishes the Master Circular for Infrastructure Investment Trusts (InvITs) as a compilation of SEBI circulars operational up to March 31, 2022. It mandates that all InvIT-related filings, including registration and reporting, must be conducted exclusively through the SEBI Intermediary Portal online system. The text further outlines initial guidelines for public issues, requiring the appointment of merchant bankers and specifying procedures for filing offer documents. This section details the procedural requirements for hosting, commenting on, and filing draft offer documents with the Board. It establishes specific allocation percentages for public issues, including rules for anchor investors and institutional investors. Additionally, it outlines obligations regarding application forms, security deposits, issue opening timelines, and underwriting arrangements. This section outlines the procedures for determining issue price, conducting the bidding process, and handling allotment for InvIT units. It mandates specific disclosure requirements regarding price bands and financial ratios while prohibiting differential pricing. Additionally, it establishes strict guidelines
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Master Circular for Infrastructure 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 InvITs 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 InvITs. 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 InvITs are now required to submit their applications online only, through SEBI Intermediary Portal at https://siportal.sebi.gov.in. Furthermore, all SEBI registered InvITs are required to file/ submit/ apply for any request, as may be required under the provision of SEBI InvIT 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 Investment Manager on behalf of the InvIT, in line with Regulation 10 (5) of InvIT 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 InvIT Regulations.
The lead merchant bankers shall submit the following to the Board along with the draft offer document:
The lead merchant bankers shall submit a certificate confirming agreement with merchant bankers and a due diligence certificate as per Form A of Annexure - 1 to the Board along with the draft offer document.
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Source: SecMarx — Master Circular for Infrastructure Investment Trusts (InvITs). Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.