The Securities and Exchange Board of India (“SEBI”) has released a circular revising the Pricing Methodology for Institutional Placements of Privately Placed Infrastructure Investment Trust (“InvIT”). This circular refers to significant changes in the pricing methodology for institutional placements of privately placed InvITs. It intends to streamline and simplify the entire process of pricing by shifting the stock exchange-based pricing system to Net Asset Value (“NAV”)-based pricing to ensure ease of doing business within this sector.
Background and Key Proposal
Regulation 14(4) of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("Regulations") formerly governed the pricing of institutional InvIT placements, referencing the pricing guidelines stipulated in the SEBI Master Circular for InvITs dated July 6, 2023 ("Master Circular"). This Master Circular established a floor price calculated based on the average of the weekly high and low closing prices of the InvIT's listed stocks during the preceding two weeks.
The Circular now replaces the aforementioned stock-based pricing methodology with a NAV-based approach. This change was implemented upon recommendations from the Hybrid Securities Advisory Committee ("HySAC") and with the intention of promoting ease of doing business within the infrastructure sector. Effective immediately, the floor price for institutional placements of privately placed InvITs will be determined by the NAV per unit of the InvIT, calculated in accordance with the prescribed InvIT norms. This signifies that pricing will now be based on the full valuation of all underlying assets held by the InvIT, ensuring a more comprehensive and transparent representation of its true value.
Benefit and Impact
Firstly, The shift to NAV-based pricing directly addresses industry concerns regarding the previous methodology's reliance on volatile stock prices. NAV reflects the underlying value of InvIT assets, fostering greater transparency and simplifying the pricing process for investors and issuers. This can potentially facilitate smoother transactions and enhance market efficiency.
Secondly, the circular also aligns with SEBI's objective of promoting ease of doing business within
the infrastructure sector. The simplified NAV-based pricing is expected to reduce administrative burdens, potentially leading to faster deal execution and attracting more investments. This could ultimately contribute to the growth and development of infrastructure projects.
And, lastly, this revision reflects SEBI's responsiveness to industry feedback and its commitment to adapting regulations to the evolving securities market. It demonstrates a balanced approach, facilitating market growth while ensuring regulatory oversight. This move is expected to benefit both InvITs and investors, ultimately contributing to the growth and stability of the infrastructure sector.
Our Take
SEBI's circular revising the pricing methodology for privately placed InvITs marks a significant step towards streamlining the process and promoting ease of doing business within the infrastructure sector. The shift to NAV-based pricing, driven by industry feedback and a focus on transparency, has the potential to attract greater investment, enhance market efficiency, and ultimately contribute to the growth and stability of the sector. However, ensuring accurate NAV calculations and addressing potential challenges will be crucial for the successful implementation and long-term effectiveness of this revised approach.
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