SEBI has issued the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2024. The regulations allows subordinate units to be issued by a privately placed InvIT upon acquisition of an infrastructure project subject to following conditions:
- The subordinate units shall be issued only to the sponsor, its associates and the sponsor group and shall be deemed to be a part of the consideration for acquisition of the infrastructure project from such sponsor, its associates and the sponsor group.
- The subordinate units shall not carry any voting rights or distribution rights. The subordinate units shall be issued in a dematerialized form with an International Securities Identification Number, distinct from that of the ordinary units.
- The subordinate units shall be listed on a recognised stock exchange after their reclassification into ordinary units in accordance with the provisions contained in these regulations.
- The subordinate units may be issued by way of an initial offer or any offer subsequent to the initial offer, either along with the issue of ordinary units or without the issue of ordinary units.
- The issue of subordinate units made after the initial offer by the InvIT shall require the approval of the unitholders where votes cast in favour of the resolution shall not be less than one and a half times the votes cast against the resolution.
- The price of subordinate units shall be determined according to the pricing guidelines applicable for issuance of ordinary units.
- Prior to issuance of subordinate units, the investment manager shall obtain inprinciple approval from the recognised stock exchange for listing of such subordinate units after their reclassification into ordinary units.
- The enabling provisions authorising the issuance of subordinate units shall be specified in the Trust Deed.
