Sebi has eased some rules, but
cumbersome legal process and time taken to aggregate assets stand in the way
Eight years, four consultation
papers and countless relaxations in norms later, the introduction of real
estate investment trusts (REITs) in India is still at least a year away.
While the capital markets regulator has
eased rules for asset valuation and related-party deals, onerous legal and
listing processes, and the time taken to aggregate assets stand in the way.
Restructuring and consolidation of
commercial office portfolios by developers at DLF Ltd, one of the first
companies that expressed an interest in introducing a REIT, will also likely
add to the delay.
On 18 July, the Securities and Exchange
Board of India (Sebi) unveiled proposals aimed at making REITs more attractive.
This included allowing them to invest in holding companies which have a
multi-layered structure of real estate asset ownership, expanding the
definition of real estate to include hotels and hospitals, allowing REITs to
invest more money in under-construction projects and increasing the number of
sponsors to five from three.
While welcoming the move, real estate
industry executives also said that it will take time for companies to access
funds by listing REITs.
Companies such as Blackstone Group LP,
Embassy Group, Panchshil Realty, RMZ Corp. and K Raheja Corp. have all drawn up
plans to introduce REITs, but no one expects to list before 2017.
“It will take another 18 months for us to
do a listing. An intensive process precedes a REIT which includes
consolidation, meeting investors and a number of financial and legal matters,”
said Jitu Virwani, chairman, Embassy Group.
The property developer, along
with global investor Blackstone Group LP, is planning a $3-billion REIT
involving a portfolio of at least 37 million sq. ft. This will include their
jointly owned assets as well as some of Blackstone’s own assets, Virwani said.
Blackstone’s other partner, Pune-based
Panchshil Realty, which has a 12 million sq. ft of completed, rent-generating
office portfolio and an additional 6 million under construction, is also
looking at a REIT with Blackstone “sometime next year”, said its chairman Atul
Chordia, adding that the process is on.
However, it remains unclear if Blackstone
will do a single REIT listing with its partners in India, or separate ones with
respective partners.
Blackstone is the largest commercial
office space owner in the country, with 50 million sq. ft spanning 16 assets in
five cities.
Blackstone didn’t respond to an email
query.
Similarly, Bengaluru-based RMZ Corp.,
backed by the Qatar Investment Authority, plans to launch a REIT, but is
unlikely to do so before 2018, said co-owner and corporate chairman Raj Menda.
The firm is still actively looking for
acquisitions and is in the process of buying out office assets in different
parts of the country. For practical reasons, only once it has a significantly
sized portfolio, will it actually do a listing.
Just like RMZ, Tata Realty Infrastructure
Ltd (TRIL) and its investor partner Standard Chartered Private Equity, through
their partnership, will eventually do a REIT; but right now, the focus is on
buying new land parcels and developing them. They may also buy out office
assets.
“The quality of the offering and the
macroeconomic factors are critical and has to be attractive for retail
investors. Few developers have the desired volume of assets and they need to
aggregate a bit more. With more volume, risks of vacancy get diluted and will
generate better yield. Also, interest rates need to fall further to ensure
better returns for investors,” said Abhishek Goenka, partner, direct tax and
real estate expert, PricewaterhouseCoopers India.
Despite the delays, REITs remain a doable
and convincing option for developers and investors to monetize their commercial
assets, aided by the fact that the commercial office sector has been the only
bright spot in a lacklustre real estate sector in the past three years.
Rental rates have been consistent, take-up
of space has been healthy, accompanied by tremendous interest from investors in
buying good-quality office properties. According to an estimate by property
advisory Cushman and Wakefield India, the assets that may qualify to be
included in REITs may reach $20 billion by 2020. In the first three to five
years, as much as $12 billion could be raised.
The country’s largest realty developer by
market value, DLF, too is drawing plans to launch its first domestic REIT to
extract maximum value from its large office portfolio, according to a person
close to the firm. However, it is in the process of selling a 40% stake in its
commercial property arm, DLF CyberCity Developers Ltd, owned by the promoters
to institutional investors. “Once the stake sale is done, or alongside, the
company will also do a share sale and once the promoters infuse the money
generated from the stake sale back into DLF, the company, along with its
investment partner will look at launching a REIT,” the person added.
DLF said earlier this year that it is
preparing for REITs worth Rs.6,000 crore in the next two years. The realty firm
plans to list its commercial office assets and eventually, also its retail
shopping mall portfolio. It has been ramping up the latter by structuring
ownership of existing assets in order to facilitate potential monetization
either through REITs or otherwise in the future.
Another large commercial office space
owner, Mumbai-based K Raheja Corp. is also working towards a REIT but
alongside, it is now focusing on selling a stake in its rental portfolio to
raise capital.
If these REITs are indeed introduced in
2017, it will be almost a decade since the markets regulator first introduced
the concept of this new investment vehicle.
While Sebi has been continually attempting
to ease the norms (see timeline), issues related to holding structure,
tax problems and disclosure norms made companies unenthusiastic of floating
this product.
It was only after the government stepped
in and exempted REITs from dividend distribution tax and minimum alternate tax
on capital gains made through transactions of REIT units, that realty firms,
anticipating regulatory relaxations, started drafting REIT launch plans.