InvIT Private Issue Structuring & Advisory Services
InvIT Private Issue Structuring & Advisory Services
Facilitating Capital Raising via SEBI‑Compliant Private Placements by Listed InvITs
The private placement (which is also called private issue or private placement issuance) enables listed InvITs to raise funds through accredited investors (QIBs and corporate bodies) without a public issue and is faster and discreet under the SEBI InvIT Regulations.
India IPO provides a full-fledged InvIT Private Issue Advisory service with a complete service of structuring, documentation, regulatory liaison, investor engagement and post-issuance governance.
What is an InvIT Private Placement?
A private issue by a listed InvIT involves issuing units to Qualified Institutional Buyers (QIBs) and corporates under the SEBI framework. It generally favors purchases or investments in under-construction infrastructure properties, with less disclosure and allocation standards when compared to public offers.
Regulatory Framework & Key Conditions
- Eligible Issuers: Only listed InvITs may issue private placements beyond 10% exposure to under-construction assets.
- Asset Threshold: In case the asset value exceeds 10% of the under-construction infrastructure, the issuance should be through private placement to QIBs and corporates.
- Investor Limits : Minimum of 5 investors with no single investor owning more than 25% after issue; minimum investment/trading lot: 1 crore rupees.
- Offering Documentation : Placement memorandum or letter of offer should report the objectives, asset valuations, financials, related-party transactions and adequacy of working capital.
- Valuation & Pricing: The assets funded by the issue must have a valuation summary and methodology; NAV statements should be regular.
- Assets financed through the issue require a valuation summary and methodology; NAV declarations must be regular.
- Disclosure & Governance: There is a continuous disclosure requirement and compulsory listing after issue.
India IPO InvIT Private Placement Advisory Service
1. Investment Structuring & Feasibility
- Evaluation of capital requirements, asset composition and regulatory funding channel (public, private, rights, preferential).
- Financial modeling with sensitivity on pricing, dilution, asset value and leverage.
2. Offer Documentation & Placement Planning
- Prepare and finalize Placement Memorandum with all detailed disclosures as per Schedule III of InvIT Regulations (including valuation, related-party, financials, working capital assessment)
- Organise due diligence and audit and liaise with SEBI-registered merchant bankers where necessary.
3. Pricing Strategy & Allocation Planning
- VWAP vs NAV-based pricing strategy depending on trading profile.
- Allocation to institutional investors, anchor investors (if permissible) and corporates within regulatory caps.
4. Investor Targeting & Allocation Strategy
- Find QIBs, corporates and strategic investors within the regulatory boundaries.
- Design allocation strategy under QIP/private placement framework, including anchor tranches if relevant.
5. Execution & Compliance Management
- Manage subscription process, investor correspondences, allotment and subscriptions.
- File post-issue reports with SEBI within the stipulated time; make sure new units are listed.
6. Post-Issue Disclosure & Governance Support
- Advise on continued NAV publishing, quarterly disclosures and working capital updates.
- Offer governance assistance in the matter of related-party procedure, trustee coordination and unit holder thresholds.
