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Date: 2020-09-16 Category: Not Applicable State: Union Government Country: India

Listing and trading of units of Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs) on recognized stock exchanges in International Financial Services Centres (IFSC)

Issued by Securities and Exchange Board of India · Not Applicable

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Executive Summary & Key Takeaways

Executive Summary: This circular, issued by the Securities and Exchange Board of India (SEBI) on September 16, 2020, permits the listing and trading of units of Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs) on recognized stock exchanges in International Financial Services Centres (IFSC). It specifies conditions for InvITs and REITs incorporated/settled in permissible jurisdictions and listed on specified international exchanges to be eligible for listing on IFSC exchanges. Stock exchanges in IFSC must develop a detailed framework for initial and continuous listing requirements based on these conditions. Key Points / Main Content: * **Permissible Securities:** * Units of InvITs and REITs in Permissible Jurisdictions are permitted as permissible securities under Clause 7 of SEBI IFSC Guidelines, 2015. * **Eligibility for Listing on IFSC Exchanges:** * InvITs and REITs must be incorporated/settled in Permissible Jurisdictions as notified by the Government of India. * InvITs and REITs must be regulated by securities market regulators in the Permissible Jurisdictions. * InvITs and REITs must be listed on specified international exchanges in the Permissible Jurisdiction. * **Framework for Listing Requirements:** * Stock exchanges in IFSC shall develop a detailed framework prescribing initial and continuous listing requirements for InvITs and REITs. * **Conditions and Applicability:** * The circular's applicability is subject to conditions prescribed by SEBI, Reserve Bank of India, and other appropriate authorities. * **Permissible Jurisdictions and International Exchanges:** * Annexure A lists Permissible Jurisdictions: United States of America, Japan, South Korea, United Kingdom (excluding British Overseas Territories), France, Germany, and Canada. * Annexure A also lists corresponding International Exchanges for each jurisdiction (e.g., NASDAQ and NYSE for the United States). Impact Analysis: * **Recognized Stock Exchanges in IFSC:** * *Impact:* Must permit listing and trading of eligible InvITs and REITs. * *Action Required:* Evolve a detailed framework prescribing the initial and continuous listing requirements for such InvITs and REITs. * **Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs):** * *Impact:* Opportunity to list and trade units on stock exchanges in IFSC, subject to meeting specified conditions. * *Action Required:* Ensure compliance with eligibility criteria related to incorporation/settlement jurisdiction, regulatory oversight, and existing listing on international exchanges. * **Investors:** * *Impact:* Expanded investment opportunities in InvITs and REITs listed on IFSC exchanges. * *Action Required:* Monitor and understand the listing requirements and regulatory framework applicable to InvITs and REITs in IFSC.

Key Entities Referenced

Infrastructure Investment Trusts (InvITs): A type of investment trust focused on infrastructure projects, units of which are permitted for listing and trading on recognized stock exchanges in International Financial Services Centres. Real Estate Investment Trusts (REITs): A type of investment trust focused on real estate properties, units of which are permitted for listing and trading on recognized stock exchanges in International Financial Services Centres. International Financial Services Centres (IFSC): Special economic zones within India that aim to attract foreign investment and provide financial services to non-residents and residents, where InvITs and REITs can be listed and traded. Securities and Exchange Board of India (SEBI): The regulatory body for securities markets in India, responsible for issuing guidelines and circulars related to the listing and trading of InvITs and REITs in IFSC. Securities and Exchange Board of India International Financial Services Centre Guidelines, 2015: Guidelines issued by SEBI that govern the operations of stock exchanges and permissible securities in International Financial Services Centres. Prevention of Money-Laundering (Maintenance of Records) Rules, 2005: Rules established to prevent money laundering, referenced in the context of defining permissible jurisdictions for InvITs and REITs. Reserve Bank of India (RBI): The central bank of India, which may prescribe conditions related to the applicability of the circular regarding InvITs and REITs. Permissible Jurisdictions: Countries or regions where InvITs and REITs must be incorporated/settled to be eligible for listing on stock exchanges in IFSC, as notified by the Government of India.
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CIRCULAR SEBI/HO/DDHS/DDHS/CIR/P/2020/174 September 16, 2020 All Recognized Stock Exchanges in International Financial Services Centre All Infrastructure Investment Trusts (InvITs) All Real Estate Investment Trusts (REITs) Sir/ Madam, Sub: Listing and trading of units of Infrastructure Investment Trusts (InvITs) and Real Estate Investment Trusts (REITs) on recognized stock exchanges in International Financial Services Centres (IFSC) 1. Securities and Exchange Board of India (International Financial Services Centre) Guidelines, 2015 were notified by SEBI on March 27, 2015, which came into force on April 01, 2015. 2. Clause 7 of SEBI (IFSC) Guidelines, 2015 specifies the types of securities in which dealing may be permitted by stock exchanges operating in IFSC. It has been decided to permit ‘Units of InvITs and REITs by whatever name called in the Permissible Jurisdictions’ as permissible security under sub-clause (vi) of Clause 7 of SEBI (IFSC) Guidelines, 2015. 3. Accordingly, ‘Units of InvITs and REITs by whatever name called in the Permissible Jurisdictions’ meeting the following conditions may be permitted to list on stock exchanges operating in IFSC: Page 1 of 3i. Such InvITs and REITs which are incorporated/settled in Permissible Jurisdictions, as may be notified by the Government of India from time to time pursuant to notification no. G.S.R. 669(E) dated September 18, 2019 in respect of sub-rule 1 of rule 9 of Prevention of Money-Laundering (Maintenance of Records) Rules, 2005; In this regard, the Government of India vide notification dated November 28, 2019, has notified the list of Permissible Jurisdictions in pursuance of notification dated September 18, 2019. Accordingly, a list of Permissible Jurisdictions for the purpose of this clause is placed at Annexure A. ii. Such InvITs and REITs are regulated by the securities market regulator(s) in the Permissible Jurisdictions. iii. Such InvITs and REITs are listed on any of the specified international exchanges in the Permissible Jurisdiction. A list of International Exchanges for the purpose of this clause is also placed at Annexure A. 4. Stock exchanges in IFSC shall evolve a detailed framework prescribing the initial and continuous listing requirements for such InvITs and REITs whose units are listed/proposed to be listed on stock exchanges in IFSC (based on para 3 above). 5. The applicability of this circular is subject to such conditions that may be prescribed by SEBI, Reserve Bank of India and other appropriate authority from time to time. 6. This circular is being issued in exercise of powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. Page 2 of 37. This circular is available on the website of the Securities and Exchange Board of India at www.sebi.gov.in under the sub-category “Circulars” under the category “Legal”. Yours faithfully, Sabir Vasant Sawant Deputy General Manager Department of Debt and Hybrid Securities Email id: sabirvs@sebi.gov.in Page 3 of 3Annexure-A List of Permissible Jurisdictions and International Exchanges 1. United States of America - NASDAQ, NYSE 2. Japan - Tokyo Stock Exchange 3. South Korea - Korea Exchange Inc. 4. United Kingdom excluding British Overseas Territories- London Stock Exchange 5. France - Euronext Paris 6. Germany - Frankfurt Stock Exchange 7. Canada - Toronto Stock Exchange

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