MANU/SIPM/0006/2019

Ministry : Securities and Exchange Board of India

Department/Board : Debt and Hybrid Securities Department

Circular No. : SEBI/HO/DDHS/DDHS/CIR/P/2019/142

Date : 27.11.2019

To,

All Real Estate Investment Trusts ("REITs")
All Parties to REITs
All Recognised Stock Exchanges
All Merchant Bankers

Dear Sir/Madam,

Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust

Regulation 2(1)(zd) of Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations"), defines a "preferential issue" as an issue of units to a select persons on a private placement basis.

This circular details the guidelines in respect of a preferential issue of units and institutional placement of units by a listed REIT.

GUIDELINES

1. "Institutional Placement" shall mean a preferential issue of units by a listed REIT only to Institutional Investors, as defined under REIT Regulations or circulars issued thereunder.

Conditions for issuance

2. A listed REIT may make a preferential issue of units or an institutional placement of units under these guidelines, if it satisfies the following conditions:

2.1. A resolution of the existing unitholders approving the issue of units, in accordance with Regulation 22(6) of the REIT Regulations has been passed.

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: