SEBI vide its Circular dated 28th September, 2022 amended guidelines for preferential issue and institutional placement of units by a listed InvITs. These guidelines were first issued by SEBI vide its circular dated 27th November, 2019.
| Sr. No. | Part/Chapter/Section /Sub-section(s) | Old guidelines (SEBI Circular 27th November, 2019) | New guidelines (SEBI Circular dated 26th August, 2022) | Comment |
| 1. | Modification in Clause 2.2 of SEBI Circular dated 27th November, 2019 | Units of the same class, which are proposed to be allotted have been listed on a stock exchange for a period of at least six months prior to the date of issuance of notice to its unit holders for convening the meeting to pass the resolution in terms of clause 2.1 above: Provided in case of issuance of units through “institutional placement” the minimum listing period required shall be 12 months. | “2.2 Units of the same class, which are proposed to be allotted have been listed on a stock exchange for a period of at least six months prior to the date of issuance of notice to its unit holders for convening the meeting to pass the resolution in terms of clause 2.1 above:” | Due to this amendment, condition pertaining to minimum listing period of 12 months has been removed for issuance of units through “institutional placement”. |
| 2. | Modification in Clause 4.2 of Annexure II of SEBI Circular dated 27th November, 2019 | 4.2. No allotment shall be made, either directly or indirectly, to any institutional investor who is a sponsor(s) or manager, or is a person related to, or related party or associate of, the sponsor(s) or the manager | “4.2 No allotment shall be made, either directly or indirectly, to any institutional investor who is a sponsor(s) or manager, or is a person related to, or related party or associate of, the sponsor(s) or the manager Provided that allotment of units can be made to the sponsor for un-subscribed portion in the institutional placement subject to following conditions at least ninety percent of the issue size has been subscribed objects of the issue is acquisition of assets from that sponsorunits allotted to sponsor shall be locked in as per Clause 3 of Annexure I.unitholders approval shall be taken for unsubscribed portion being allotted to sponsor” | Due to this amendment, now for any allotment of unit for un-subscribed portion in the institutional placement to sponsor can be made subject to following condition : at least ninety percent of the issue size has been subscribed objects of the issue is acquisition of assets from that sponsorunits allotted to sponsor shall be locked in as per Clause 3 of Annexure I.unitholders approval shall be taken for unsubscribed portion being allotted to sponsor” |
- This circular shall be applicable to all Infrastructure Investment Trusts (“InvITs”), Parties to InvITs, Recognised Stock Exchanges, Depositories and Merchant Bankers.
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