FME Regulatory Intelligence, Learning & Practice · IFSCA (Fund Management) Regulations, 2025
Offer Document or Placement Memorandum

Regulation 95

Offer Document or Placement Memorandum

IFSCA (Fund Management) Regulations, 2025No change in 2026Chapter VI · Other Fund Management Activities

Chapter VI · Other Fund Management Activities

Regulation 95 – Offer Document or Placement Memorandum
High importance about 3 min

Investment Trusts — REITs & InvITs: Setting up and running listed and unlisted Investment Trusts, from sponsor to distribution.

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In plain English

The or PM must contain material, true, correct and adequate disclosures to enable an informed decision, in the exchange-specified format, covering sponsor/manager/trustee details, assets, strategy, leverage, conflicts and related-party transactions, valuation, financials, unit-holder rights, litigation, risk factors and taxation, with valuation report, project agreement, due-diligence certificate and in-principle approval submitted to the Authority.

In plain English
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The rule, in its own words

Read the exact text of Regulation 95
95. (1) The offer document or the placement memorandum of an Investment Trust shall contain material, true, correct and adequate disclosures to enable the investors to make an informed investment decision. (2) The offer document or placement memorandum shall include all information as required by the recognised stock exchange(s) and in such format as specified by the recognised stock exchange(s), including: (a) Introduction; (b) Details of sponsor(s), Investment Manager, Project Manager, Trustee and other relevant parties; (c) Brief background of the Investment Trust; (d) Description of the assets under the Investment Trust; (e) Business Details and Strategy; (f) Leverage; (g) Conflict of In…
Show the full text
95. (1) The offer document or the placement memorandum of an Investment Trust shall contain material, true, correct and adequate disclosures to enable the investors to make an informed investment decision. (2) The offer document or placement memorandum shall include all information as required by the recognised stock exchange(s) and in such format as specified by the recognised stock exchange(s), including: (a) Introduction; (b) Details of sponsor(s), Investment Manager, Project Manager, Trustee and other relevant parties; (c) Brief background of the Investment Trust; (d) Description of the assets under the Investment Trust; (e) Business Details and Strategy; (f) Leverage; (g) Conflict of Interest and Related party transactions; (h) Valuation; (i) Financials; (j) Rights of Unit Holders; (k) Title disclosures, litigations and regulatory actions; (l) Risk Factors; (m) Taxation. (3) The following documents shall be submitted to the Authority: (a) Valuation report along with the offer document/ placement memorandum; (b) Project implementation/management agreement, along with draft offer document or the placement memorandum; (c) Due diligence certificate along with the draft offer document and offer document/ placement memorandum; and (d) In principle approval from the recognised stock exchange(s). (4) The placement memorandum of an Investment Trust whose units are not proposed to be listed on a recognised stock exchange shall contain all information, to the extent applicable, as specified for an Investment Trust whose units are proposed to be listed on a recognised stock exchange.
Statutory text — Principal Regulations, 2025 (as amended to 30 January 2026), consolidated where amended. The notified Gazette text prevails. Tap a highlighted word for how it functions.
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What this means in practice

Compliance actions
Applies to
Investment Trust
Frequency
Per issue
Evidence
Offer document/PM and supporting documents
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Where it connects

Read alongside

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Check yourself

The Investment Trust offer document/PM must contain material, true and adequate disclosures in the exchange-specified format.
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Your notes

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Investment Trusts — REITs & InvITs
Regulation 95 Chapter VI · Part B High · about 3 min