ADVOKS GLOBAL · KENYA
The Capital Markets (Real Estate Investment Trusts) (Collective Investment Schemes) Regulations
27. Offers in respect of a D-REIT
Edition: 2023-10-06 · In force
27. Offers in respect of a D-REIT
(1)An offer or an issue of REIT securities in a D-REIT shall only—(a)be made as a restricted offer to professional investors;(b)be offered in minimum subscription or offer parcels of five million shillings; and(c)subject to these Regulations, shall only be transferred to a party to whom the REIT securities could have been issued or offered.(2)A D-REIT shall have a minimum of seven investors.(3)The minimum value of the initial assets of real estate investment trust in a D-REITshall be one hundred million shillings.(4)A minimum of twenty-five percent of the total REIT securities in the trust by value shall be free float:Provided that this provision shall not apply where additional REIT securities are issued to—(c)parties associated or connected with either of them,for the funding of an unscheduled cost overrun on a development or construction, in circumstances where such REIT securities during the time that they are held by the promoter, REIT manager or a connected person or associated party shall not be entitled to voting rights in respect of such additional REIT securities but may be entitled to participate in any distribution in respect of such REIT securities.(5)Subject to the exception under paragraph (4), a minimum free float of twenty five percent of the REIT securities on issue at any time shall be held by investors who are not connected persons or associated with the promoter or the REIT manager.(6)The trustee shall not register any issue or transfer of a REIT security if the trustee has reasonable grounds to believe that the issue or transfer would result in a breach of this provision in relation to the minimum requirements for the free float.(7)The trustee may, in registering or declining to register an issue or a transfer under paragraph (6), rely on a certification issued by the subscriber or transferee that he or she is not a connected person or associated with the promoter or the REIT manager.