Offer Structure and Quantities
The Sellers (BREP Asia SG L&T Holding (NQ) Pte. Ltd., BREP Asia SG DRPL Holding (NQ) Pte. Ltd., BREP Asia II Indian Holding Co IV (NQ) Pte. Ltd., and BREP Asia II Indian Holding Co VII (NQ) Pte. Ltd.) propose to sell:
- Base Offer Units: 740,000,000 Units representing 16.69% of the Unit capital of the Trust
- Oversubscription Option: Up to 370,000,000 additional Units representing 8.34% of the Unit capital
- Maximum Possible Offer: 1,110,000,000 Units representing 25.03% of the Unit capital if oversubscription option is fully exercised
Purpose and Regulatory Context
The Offer is being undertaken to achieve the minimum public unitholding of the Trust as prescribed under regulation 14(2A) of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, as amended. The Offer is one of the permissible methods prescribed by SEBI under Chapter 17 of the master circular bearing no. SEBI/HO/DDHS-PoD-2/P/CIR/2025/99 dated July 11, 2025 (REIT Master Circular).
Timeline and Trading Schedule
The Offer will occur over two trading days:
- T Day (August 31, 2026): For non-Retail Investors only, from 9:15 a.m. to 3:30 p.m. IST
- T+1 Day (September 1, 2026): For Retail Investors and for non-Retail Investors who choose to carry forward their un-allotted bids, from 9:15 a.m. to 3:30 p.m. IST
Non-Retail Investors may indicate willingness to carry forward un-allotted bids to T+1 Day for allocation in the unsubscribed portion of Retail Category.
Pricing Information
- Floor Price: ₹108 (Rupees one hundred and eight only) per Unit
- Cut-Off Price: To be determined based on valid bids received on T Day for Non-Retail Category
Allocation Methodology
Non-Retail Category:
- Allocation at or above Floor Price on price priority basis at multiple clearing prices
- Minimum 25% reservation for Mutual Funds and Insurance Companies subject to valid bids at or above Floor Price
- No single Bidder (except Mutual Funds and Insurance Companies) allocated more than 25% of Offer Units
- Oversubscription Option exercise decision to be intimated to Stock Exchanges by 5:00 p.m. on T Day
Retail Category:
- Retail Investor defined as individual investor bidding for total value not exceeding ₹200,000 across exchanges
- Minimum 10% reservation for Retail Investors subject to valid bids
- Retail Investors may bid at price or opt for Cut-Off Price
- Bids below Cut-Off Price or Floor Price will be rejected
Broker Appointments
The Sellers have appointed eight brokers:
1. IIFL Capital Services Limited (BSE: 0179; NSE: 10975) - Also acting as settlement broker
2. Axis Capital Limited (BSE: 6105; NSE: 13872)
3. JM Financial Institutional Securities Limited (BSE: 400; NSE: 12966)
4. Kotak Securities Limited (BSE: 673; NSE: 08081)
5. 360 ONE Capital Market Private Limited (BSE: 0736; NSE: 10405)
6. 360 ONE Distribution Services Limited (BSE: 6633; NSE: 90070)
7. SBICAP Securities Limited (BSE: 095; NSE: 10529)
8. Sunidhi Securities and Finance Limited (BSE: 291; NSE: 06764)
BSE has been declared as the Designated Stock Exchange (DSE).
Settlement Details
- Settlement on trade-for-trade basis
- Non-Retail Category settlement on T+1 Day
- Retail Category settlement on T+2 Day
- Different settlement timelines based on investor type and payment method
Conditions and Restrictions
Withdrawal Rights: Sellers reserve right to not proceed with Offer any time prior to opening on T Day, with 10 trading day cooling off period.
Cancellation Conditions:
- Offer may be cancelled on T Day if insufficient demand from non-Retail Investors at or above Floor Price
- Cancellation possible in case of settlement obligation defaults
- Cancellation request accepted until 5:00 p.m. on T Day
Participation Conditions:
- Non-institutional investors must deposit 100% bid value upfront
- Institutional investors have option to bid without upfront payment
- Retail Investors margin requirements: 100% of order value in cash or equivalents
- Individual investors cannot exceed ₹200,000 cumulative bid value across categories
US and International Restrictions
The Offer Units have not been and will not be registered under the US Securities Act of 1933. The offer is restricted in the United States except to Qualified Institutional Buyers (QIBs) and is made offshore in reliance on Regulation S. Extensive representations and warranties are required from bidders regarding their jurisdiction and investor status.