InvIT Rights Issue Advisory Services
InvIT Rights Issue Advisory Services
Expert Guidance for SEBI-Compliant Rights Issues by Infrastructure Investment Trusts (InvITs) in India
An InvIT rights issue is a powerful capital-raising instrument that enables existing InvITs – both listed and unlisted – to offer additional units to their current unitholders, usually at a discount price, while ensuring regulatory compliance and investor confidence.
At India IPO, we offer end-to-end advisory on InvIT rights issues, where we assist the sponsors and managers in the complete process, including structuring, regulatory filings, investor outreach, to execution and post-issue compliance.
What is an InvIT Rights Issue?
An InvIT rights issue enables an InvIT to issue new capital by issuing new units to the existing unitholders in proportion to their existing holdings. The mechanism assists sponsors to raise extra capital to buy assets, repay debt, or restructure capital while providing unitholders the first right to keep or grow their investment stake at favorable conditions.
Regulatory Framework & Eligibility
The rights issues of InvIT in India are governed by the detailed guidelines of SEBI, mainly under:
- SEBI (Infrastructure Investment Trusts) Regulations, 2014 (with latest amendments up to 2025)
- SEBI ICDR (Issue of Capital and Disclosure Requirements) Regulations for rights issue process alignment.
Key regulatory highlights:
- Both listed and unlisted InvITs are allowed to issue rights where fast-track approvals are available to eligible publicly listed InvITs.
- Similar requirements are imposed on follow-on offers in terms of minimum public float and disclosure.
- Right issues are moderate in terms of filing fees (0.05% of the size of the issue), which promotes efficient capital raising.
- Rights issues also need thorough compliance checks to prevent defaults, ensure sufficient disclosures and lock-in conditions to sponsor units.
Our InvIT Rights Issue Advisory Services
1. Strategic Structuring & Feasibility Assessment
- Evaluate the benefits of rights issue compared to alternatives (private placements, raising debt, follow-on offers).
- Design optimal quantum of capital raising, pricing plans (typically discounted NAV-based prices) and plans to allocate units.
- Evaluate the effect on the holding of the sponsor, the norms of public float and the expected market reception.
2. Offer Document Drafting & Regulatory Liaison
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Prepare detailed draft offer documents compliant with SEBI requirements, including:
- Financial disclosures (audited and pro forma),
- Asset portfolios and valuation methodologies,
- Sponsor and related-party details,
- Rights ratio, issue price, minimum subscription and timelines.
- Manage SEBI filings, respond to regulatory comments and coordinate with merchant bankers and legal advisors.
3. Investor Communication & Market Execution
- Develop investor outreach programs targeting existing unitholders across institutional, non-institutional and retail segments.
- Guide on application processes via ASBA and UPI for smooth subscription management.
- Make sure that there are transparent allotment practices as per the right entitlements and regulatory norms.
4. Subscription & Allotment Management
- Monitor subscription levels in real time and manage any unsubscribed unit offerings.
- Oversight of timely allocations, refunds, dematerialization processes and liaising with stock exchanges and registrars on listing of additional units.
- Ensure T+3 listing timelines are met to enhance liquidity.
5. Post-Issue Compliance & Governance Support
- Assist in the continuous monitoring of public float requirements and disclosures post-issue.
- Support trustee governance functions of compliance audits, investor complaints and reporting.
- Maintain the standards of distribution (pay out at least 90% of distributable cash flow) and quarterly performance reports.
