Regulatory Session Framework on Indian Infrastructure Investment Trusts – Workshop

APREA has established a dominant presence in the real estate industry through its work with governments to facilitate robust investment ground rules and tax systems that actively encourage deep and liquid capital markets, including “state of the art” REIT rules in all Asian countries. APREA’s member companies have an estimated US$1 trillion of assets under management.

In addition, APREA helps members connect to exciting business opportunities, and delivers investor interface, market intelligence, learning and networking services. Historically, foreign investors’ outlook towards Indian infrastructure has been skeptical, because of various policy and implementation issues. That said, over the last couple of years, infrastructure has received record-setting PE investments, contributing to almost 25%-30% of the overall PE inflow to the country. While there are various reasons for this sudden spurt in investments, a few underlying building blocks are clearly identifiable – improved transparency, adoption of stronger governance systems by infrastructure developers, creation of a tax optimal and professionally managed InvIT (Infrastructure Investment Trusts) platform for offshore investments into yielding assets, and increased regulatory oversight on the sector overall. Gas-distribution, roads, renewables, transmissions, airports, digital infrastructure – the opportunities for placing big ticket bets are plenty.

APREA has been instrumental in introduction of the Indian REIT regulations and has also been driving policy changes for Indian InvITs. Join us for this series of closed door interactive masterclasses to analyse the commercial, legal and regulatory challenges around InvITs and the infrastructure sector in general.

1 July 2020
8:30 am (London)	1:00 pm (India)	4:30 pm (Tokyo)	5:30 pm (Sydney)

Programme

Workshop

1 July 2020

1:00 – 1:05 pm (IST)

Welcome Speech

Sigrid Zialcita

CEO
APREA

Sigrid Zialcita

CEO
APREA

Sigrid is the Chief Executive Officer of Asia Pacific Real Assets Association (APREA). Based in Singapore, she is responsible for overseeing the strategic direction, initiatives and operations of the association across Asia Pacific. Under her leadership, APREA repositioned to an industry trade group focusing on real estate and infrastructure.

Sigrid joined APREA’s executive team in January 2019.

Prior to APREA, she served as Managing Director of Asia Pacific Research and Advisory Services of Cushman & Wakefield (C&W) from 2010 through 2018, where she was responsible for research, thought leadership, strategy formulation and client management. Before relocating to Singapore, she was based in Washington, D.C. and led C&W’s U.S. research group in the Mid-Atlantic region, overseeing all aspects of market research activities in the Washington, DC; Virginia; Suburban Maryland, Baltimore; and Philadelphia areas. Prior to joining C&W, Sigrid served as a Senior Economist for the National Association of Realtors (NAR). In that position, she developed NAR’s office, warehouse, retail, multi-family housing, and international research programs.

A recognized expert in global economic, public policy and real estate issues, Sigrid is a frequent speaker at industry events. Her commentary on commercial and residential real estate markets is also regularly featured in a wide array of global publications, including the Wall Street Journal, Financial Times, Bloomberg, New York Times and Reuters. Additionally, she has made several television appearances on financial networks and radio such as CNBC, Bloomberg, CNN, National Public Radio and Channel News Asia.

Sigrid holds a Master of Business Administration from Cornell University’s Johnson Graduate School of Management and a Master’s degree in Economics from Pennsylvania State University. She is a member of several civic groups including the Rotary Club of Raffles City in Singapore, where she has served in various leadership positions, and serves in the Executive Committee of the Crohn’s & Colitis Society of Singapore.

1:05 – 2:05 pm (IST)

Presentation and Q&A:

Topic: Regulatory Framework of Indian Infrastructure Investment Trusts covering:

Overview of the InvIT framework, regulations and benefits to stakeholders
Commercial considerations moving investors and sponsors to InvITs
Emerging structures for reign investments in InvITs
InvITs as a strategic M&A platform
Emergence of unlisted InvITs
Unlisted InvIT v/s private listed InvIT v/s public listed InvIT
Should you be a sponsor? Investor conundrum
Management and governance of InvIT (including Inter-se governance between stakeholders)
Fund-raising options and limitations, and operational challenges
Managing the investment manager
Roll-over of assets to an InvIT – Structures and Legal/ Tax Considerations
Debt infusion into an InvIT – regulatory and commercial challenges
InvIT tax treatment – Investors and Sponsors
Tax benefits for sovereign funds and pension funds

RUCHIR SINHA

Managing Partner
Resolut Partners

RUCHIR SINHA

Managing Partner
Resolut Partners

Ruchir has 17 years of experience advising clients primarily on private equity, PIPE, M&A and structured finance transactions. With background in fund formation and tax, he has been involved in developing the first generation of asset-specific tax optimized investment platforms and managed accounts. He has advised on some of the largest transactions and fundraises, acting for leading global financial sponsors, SWFs and other institutional investors.

He has specialism in financial services (BFSI), infrastructure, real estate and technology sectors. He offers integrated and holistic advice from a legal, regulatory and cross-border tax perspective. Ruchir led the corporate transactions group at Nishith Desai Associates where he worked for 14 years, following which he set up and headed the Mumbai office of Touchstone Partners (formerly Platinum Partners). Ruchir co-chairs APREA’s infrastructure and InvITs committee and actively contributes to policy advocacy to streamline the regulatory framework for global financial sponsors investing in real assets. As part of his policy advocacy efforts, he has been closely involved in the development of the SEBI REIT and InvIT Regulations.

MOST RECENT WORKS

Advised GIC on their investment in setting up of the GIC – IRB InvIT (First unlisted Infrastructure Investment Trust) (USD 600 mn)
Advised GIC in their investment in (i) the Reliance Tower InvIT alongside Brookfield and British Columbia Investment Management Company to acquire JIO Telecom Towers (USD 3.2 bn); and (ii) in co-investment into India Grid InvIT with KKR (USD 150 mn)
Advised GIC in its PIPE investment into HDFC (USD 800 mn); Godrej Properties (USD 150 mn); Capital First (USD 140 mn); and Prestige Properties (USD 100 mn)
Advised Investcorp Bank in its acquisition of IDFC’s real estate and private equity asset management businesses (AUM USD 500 mn), and in setting up their offshore fund vehicles for funding their various investment strategies
Advised GIC in their structured debt investment into the GMR Group (USD 300 mn) and IRB Infrastructure (USD 200 mn)
Advised Proprium Capital Partners in their mezzanine financing into Scalar Projects (one of the largest warehousing platforms in India)
Advised Brookfield Capital on several structured debt investments and setup of their domestic pooling vehicle
Advised Cintra INR Investments BV, a subsidiary of Ferrovial S.A., Europe’s largest infrastructure groups in their investment of ~USD 430 mn in IRB Infrastructure Developers Limited
Advised GIC Singapore on its PIPE investment of USD 42 mn in Nazara Technologies
Advised GIC Singapore on their pre-IPO investment in Star Health of USD 86 mn
Advised Square Yards on its fundraise of USD 25 mn from ADM Capital in its offshore entity
Advised Brookfield Asset Management on its investment of USD 135 mn in INDIS housing projects, a Hyderabad-based real estate firm

RECOGNITION

“Distinguished Practitioner,” Corporate M&A and Private Equity, Asialaw, 2021 and 2022
“Notable Practitioner”, Corporate M&A and Private Equity, IFLR 1000, 2020
Recognised for “Most Innovative” transactions by Financial Times, London, 2016
Nominated as a “Deal Maker of the Year 2019”, Thomson Reuters – Asian Legal Business, 2019
Nominated amongst the top 3 corporate lawyers in India (under 35 category), IDEX Legal Awards, 2015
Winner of the IBA Young Lawyer Scholarship, Vancouver, 2010
Elected Member, Royal Institute of Chartered Surveyors

INTERVIEWS AND PUBLICATIONS

Interview with MINT on ‘Impact of Covid-19 on the deal-making landscape’ (June 2020)

Interview with ET Now on REITs and INVITs (April 2017)

‘How will COVID-19 losses impact valuation in M&A transactions?’ (The Economic Times, May 2020)

‘Should the court restrain lenders from invoking share pledge?’ (Moneycontrol, April 2020)

‘Decoding India’s infrastructure investment trusts’ (Infrastructure Investor (PEI Publication), October 2019)

‘Pledging of Shares; Do lenders need to rethink their strategy?’ (Business Standard, March 2019)

‘Issues for offshore investment funds: To declare or not to declare’ (MINT, September 2018)

‘Evolving negotiation strategies in late stage PE investments’ (MINT, August 2017)

‘REITs: Will they be attractive enough?’ (MINT, June 2017)

‘Thin Capitalisation norms to weigh on realty offshore funding’ (ET Realty, February 2017)

‘Realty reforms to boost offshore funds’ (ET Realty, December 2016)

‘REITs- Will they now be a reality?’ (ET Realty, February 2016)

‘Externalisation: Regulatory regime forcing companies’ migration to foreign shores’ (The Economic Times, January 2014)

‘The great deception: Satyam’s accounting scandal offers salutary lessons to companies’ (Authored Cover Story, Asialaw, 2009)

Avinash Narvekar

Partner Transaction Tax
Ernst & Young India

2:05 pm (IST)

Closing Remarks

APREA’s Commitment to Sustainability in Our Events

APREA is committed to making our events more environmentally responsible. We work closely with our event partners, venues, and suppliers to embed sustainability into the way we plan and execute our gatherings across the region. Our goal is to continually reduce our environmental footprint and promote responsible practices across the real assets industry.

Our key sustainability measures in our events include:

Sourcing energy-efficient venues with green certifications or demonstrated sustainable operations.
Minimizing single-use plastics, including limiting or eliminating plastic water bottles in favor of refill stations or reusable alternatives.
Reducing printed materials and handouts.
Using recycled or sustainably sourced paper when printing is necessary.
Partnering with vendors and caterers who prioritize sustainable sourcing, local produce, and low-waste food practices.
Educating attendees on sustainability efforts at the event and encouraging participation in green practices.

Through these steps, we aim to make every APREA event a reflection of our broader commitment to a more responsible and resilient industry.