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SEBI fine-tunes draft regulations for Infrastructure Investment Trusts

17 July, 2014

Securities market regulator SEBI has come out with more elaborate draft regulations for setting up Infrastructure Investment Trusts (InvITs) which prescribe at least 80 per cent of the corpus to be invested in completed or income generating assets for InvITs issuing public units, strategic investors to bring at least 5 per cent of the amount, InvITs offer size to be at least Rs 250 crore (around $42 million) and that the proposed holding of an InvIT in the underlying assets shall be not less than Rs 500 crore ($83 million).

This follows a previous consultation note circulated late last year and incorporates the provisions delineated in the Union Budget which provided tax pass-through status to such investment vehicles.

SEBI has called for comments on its draft proposals by July 24.

Here are some key points

InvITs are proposed to provide a suitable structure for financing/refinancing of infrastructure projects in the country.

It shall invest in infrastructure projects, either directly or through SPV. In case of PPP projects, such investments shall only be through SPV.

InvITs which propose to invest at least 80 per cent of the value of the assets in the completed and revenue generating infrastructure assets, shall raise funds only through public issue of units and minimum subscription size and trading lot for such InvIT shall be Rs 5 lakh. Rest 20 per cent may be invested in under construction infrastructure projects (subject to maximum of 10 per cent) and other permissible investments. The minimum public float in such issues would be 25 per cent, which is at par with equity issues on the bourses.

These other permissible investments include listed or unlisted debt of companies or body corporate in infrastructure sector (provided that this shall not include any investment made in debt of the SPV); shares of companies listed on a recognised stock exchange in India which derives over 80 per cent of operating income from infrastructure sector; government securities besides money market instruments, liquid mutual funds or cash equivalents.

An InvIT which proposes to invest more than 10 per cent of the value of its assets in under construction infrastructure projects shall necessarily raise funds through private placement from Qualified Institutional Buyers and body corporate and the minimum investment and trading lot for such InvITs shall be of Rs 1 crore. Such InvITs shall mandatorily invest in at least one completed and revenue generating project and not less than one pre- commercial operation date (COD) project. In such InvITs there should be at least five QIBs and a maximum of 1,000 institutional investors holding units.

Listing shall be mandatory for both publicly offered and privately placed InvITs.

The InvIT shall refund money to the applicants if it collects subscription of amount less than 75 per cent of the issue size as specified in the final offer document or in the case of public issues less than 20 subscribers buy the units of the InvIT. SEBI has also said the maximum oversubscription amount which can be retained by the InvIT would be capped at 25 per cent over and above the target.

An InvIT prior to making an offer of units, either through public issue or private placement, may have strategic investors such as banks, international multilateral financial institutions, foreign portfolio investors including sovereign wealth funds, etc., which together invest at least 5 per cent of the size of the InvIT or such amount  as may be specified by SEBI.

An InvIT shall be a trust with parties such as sponsor(s), investment manager, trustee and project manager(s). A trustee can either be a debenture trustee registered with SEBI and not an associate of the

sponsor(s)/investment manager; or an associate of the sponsor/investment manager having not less than 50 per cent of its directors as independent and not related parties to the InvIT. However, a trustee of InvIT cannot be trustee to another InvIT or an Alternative Investment Fund engaged in infrastructure sector.

The proposed holding of an InvIT in the underlying assets shall be not less than Rs 500 crore and the offer size of the InvIT shall not be less then Rs 250 crore at the time of initial offer of units.

The aggregate consolidated borrowing of the InvIT and the underlying SPVs shall be capped at 49 per cent of the value of InvIT assets. However, this may exclude any debt infused by the InvIT in the underlying SPV. Further, for any borrowing exceeding 25 per cent of the value of InvIT assets, requirement of credit rating and unit holders approval has been made mandatory.

SEBI has said leasing of land or building on which a hospital or hotel is located shall not be considered as an infrastructure project for the purposes of InvITs but if revenues are generated from operation and management of a hospital or hotel, then the same shall be considered as infrastructure project under these regulations.

If the sponsor of the InvIT is a developer it needs to have at least two projects which have achieved financial closure.

It calls for the investment manager to have net worth of at least Rs 5 crore if it is a body corporate or a company or net tangible assets of value not less than Rs 5 crore in case the it is a Limited Liability Partnership.

It should have at least five years experience in fund management/advisory services/development in the infrastructure sector and have at least two employees with five years or more experience each, in fund management/advisory services/development in the infrastructure sector; at least one employee who has five years of experience in the relevant sub-sector(s) in which the InvIT has invested or proposes to invest; an office in India from where the operations pertaining to the InvIT is proposed to be conducted.

For the full report click here.

(Edited by Joby Puthuparampil Johnson)


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SEBI fine-tunes draft regulations for Infrastructure Investment Trusts

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