Securities And Exchange Board Of India - Subsection
Section 12(3) in Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014
(3)With respect to holding of units in the InvIT, the sponsor(s) together shall hold not less than [fifteen] [Substituted 'twenty five' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] per cent. of the total units of the InvIT after initial offer of units, on a post-issue basis for a period of not less than 3 years from the date of the listing of such units [, subject to the following] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).]:(i)[ sponsor(s) would be responsible for all acts, omissions and representations/covenants of the InvIT related to formation of InvIT, sale/ transfer of assets/holdco/SPV to the InvIT. [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).](ii)the InvIT/the trustee of the InvIT shall also have recourse against the Sponsor for any breach in this regard.(iii)project Manager of the InvIT shall be the sponsor or an associate of the sponsor and shall continue to act in such capacity for a period of minimum three years from the date of listing of InvIT units unless suitable replacement is appointed by the unit-holders through the Trustee:Provided that the condition as specified at sub clause (iii) above shall not be applicable where the sponsor(s) together hold not less than twenty five per cent. of the total units of the InvIT after initial offer of units, on a post-issue basis for a period of not less than 3 years from the date of the listing of such units.]Provided [further] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] that in case of PPP projects, [where the InvIT is investing in infrastructure assets through SPV(s)] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] in case such acquiring or holding is disallowed by government or under any provisions of the concession agreement or any other such agreement,-(i)the sponsor may continue to maintain such holding at the SPV level;(ii)the consolidated value of all such holdings at the SPV level and the value of the units of InvIT held by the sponsor shall not be less than the value of [fifteen] [Substituted 'twenty five' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] per cent. of the total units of the InvIT after initial issue of units on a post-issue basis;(iii)such units of the InvIT and shares or interest in the SPV shall be held for a period of not less than three years from the date of the listing of units of the InvIT;(iv)in case such holding of sponsor in the SPV results in the InvIT not having controlling interest and not having more than fifty [one] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] per cent. shareholding or interest in the SPV, the sponsor shall enter into a binding agreement with the InvIT to ensure that decisions taken by the sponsor including voting with respect to the SPV are in compliance with these regulations and not against the interest of the InvITs or the unit holders and shall be subject to further guidelines as may be specified by the Board.
