Sebi amends InvITs rules; cuts min invest threshold

New Delhi: Markets regulator Sebi has notified rules to reduce the minimum allotment lot in the primary market for privately placed infrastructure investment trusts (InvITs) to Rs25 lakh, aligning it with the trading lot size in the secondary market.

Prior to this, the minimum allotment lot in the primary market for privately placed InvITs was Rs1 crore or Rs25 crore, depending on the asset mix. However, in an earlier round of reforms, the trading lot size in the secondary market had already been reduced to Rs25 lakh, irrespective of the asset mix.

Accordingly, this amendment introduces a uniform minimum allotment size of Rs25 lakh in the primary market for all privately placed InvITs, harmonizing it with the secondary market norms.

Also, the regulator, through separate notifications dated September 1, enhanced the ease of doing business for the activities of Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs) by amending rules.

Under the norms, Sebi said the related parties of the REIT/InvIT and the related parties of the sponsor, investment manager/manager, and project manager would not be considered as “public” unless such related parties are Qualified Institutional Buyers (QIBs).

Moreover, they would always be excluded from the “public” category irrespective of their status as QIBs. Prior to this amendment, any units held by the related parties of the Sponsor, Investment Manager/Manager, and Project Manager were not counted towards units held by the “public”.

The amendment now facilitates the classification of units held by the related parties of these entities who are QIBs as public.

Also, the regulator said,”if the net distributable cash flow generated by the holdco on its own is negative; the holdco may adjust it against the cash flows received from its underlying SPVs provided that it makes appropriate disclosures in this regard to the unitholders in such form and manner as may be specified by the Board (Sebi)”..

Earlier, a holdco was required to distribute 100 per cent of the cash flows received from the underlying SPVs to the REIT/InvIT. This amendment enables a holdco (holding company) to offset its own negative cash flows before distributing the net amount to the REIT/InvIT.