Finance1 min read

ET EXPLAINER: What do the new REIT regulation amendments mean for investors?

By · Published by Everything Blog

In short

Recent amendments adjust the threshold for specified resolutions by requiring 75% approval from the votes actually cast rather than total unit value, excluding related-party votes. To safeguard investors during multi-sponsor changes, outgoing or continuing sponsors must provide an exit option to unitholders who dissent from a sponsor's departure under conditions set by SEBI. Furthermore, the framework opens capital-market access by permitting depository receipts against trust units, subject to regulatory requirements. The language defining common infrastructure was also updated by removing specific references to composite real estate projects, industrial parks, and SEZs.

Key points

  • Unitholder voting power for key matters now directly depends on active participation rath…: Unitholder voting power for key matters now directly depends on active participation rather than the overall volume of units held.
  • Dissenting investors gain a protected liquidity route when changes occur among the sponso…: Dissenting investors gain a protected liquidity route when changes occur among the sponsors of multi-sponsor trusts.
  • Trusts now have a newly regulated avenue to pursue broader market exposure through deposi…: Trusts now have a newly regulated avenue to pursue broader market exposure through depository receipts.

Sources checked by our analysis pipeline: 1

The changes have implications for investor rights, sponsor transactions and capital-market access for India’s listed property trusts. The revised voting threshold shifts the basis for calculating approvals, while the new exit provision provides a mechanism for dissenting investors when a sponsor leaves under specified circumstances.

The provision for depository receipts could create an additional route for accessing REIT units, subject to regulatory requirements. The amendments also alter the definition of common infrastructure under the regulations.

1. How has the unitholder approval requirement changed?

The amendment changes the voting threshold for specified resolutions under Regulation 22. Earlier, approval was required from unitholders holding at least 75% by value, excluding units held by parties related to the transaction. Under the revised provision, votes in favour must constitute at least 75% of the total votes cast on the resolution, excluding votes cast by parties related to the transaction.

The change shifts the basis of calculating approval from the value of units held by unitholders to the votes cast on the resolution. This could affect how investor participation influences the outcome of specified decisions.

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