Amendments to manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(5C) and Regulation 22(7) of SEBI (Infrastructure Investment Trusts) Regulations, 2014(“

Last updated: 07 October 2021

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The Securities and Exchange Board of India (SEBI) has issued a circular amending the procedures for providing exit options to dissenting unit holders in Infrastructure Investment Trusts (InvITs). These amendments clarify the 'relevant date' for calculating exit options, particularly when an acquisition or change in sponsor is triggered by an open offer. New timelines have been introduced for various activities, including notice periods, unit holder meetings, and payment of consideration. Additionally, the exit option price may be enhanced by 10% per annum for the period between the first and second notice dates in certain acquisition or sponsor change scenarios.

Securities and Exchange Board of India CIRCULAR SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 October 05, 2021 To All Infrastructure Investment Trusts (InvITs) All Parties to InvITs All Recognised Stock Exchanges All Merchant Bankers Madam/Sir Sub: Amendments to manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(5C) and Regulation 22(7) of SEBI (Infrastructure Investment Trusts) Regulations, 2014(SEBI (InvIT) Regulations) 1. S

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FAQ :

The circular amends the manner and mechanism for providing exit options to dissenting unit holders in Infrastructure Investment Trusts (InvITs) under specific SEBI regulations.

The 'relevant date' is now the last day of voting for a resolution. However, if an acquisition or sponsor change is triggered by an open offer under SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the relevant date is the date of the public announcement for the acquisition.

Yes, the circular introduces specific timelines for various steps, including the acquirer's notices to the Investment Manager (IM), IM's intimation to stock exchanges, unit holder meetings, and payment of consideration to dissenting unit holders.

Yes, in cases where an acquisition or change in sponsor is triggered by an open offer, the exit option price can be enhanced by an amount equal to 10% per annum for the period between the first and second notice dates.

The IM receives notices from the acquirer, intimates stock exchanges, convenes unit holder meetings for voting, and provides the list of dissenting unit holders to the Lead Manager(s).