Embassy Office Parks Reit

Preliminary Placement Document Subject to completion
Not for circulation; private and strictly confidential Serial number: ________

The information in this Preliminary Placement Document is not complete and may be changed. The Issue is meant only for Eligible Institutional Investors on a private placement basis and is not an offer to the public or to any other class of investors to subscribe to the Units. This Preliminary Placement Document is not an offer to sell any Units and is not soliciting an offer to subscribe to or buy the Units in any jurisdiction where such offer, sale or subscription is not permitted. This Preliminary Placement Document does not constitute a public offer to any person to purchase the Equity Shares of the Company and is being issued for the sole purpose of inviting Bids for the Equity Shares being offered pursuant to this Issue. The information in this Preliminary Placement Document is not complete and may be changed.

EMBASSY OFFICE PARKS REIT
(Registered in the Republic of India as an irrevocable trust under the Indian Trusts Act, 1882 and as a real estate investment trust under the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, on August 3, 2017 at Bengaluru having registration number IN/REIT/17-18/0001)

Principal Place of Business: Royal Oaks, Embassy Golf Links Business Park, Off Intermediate Ring Road, Bengaluru 560 071, Karnataka, India Tel: +91 80 3322 0000/ 2222; Fax: +91 80 4903 0046; Compliance Officer: Ms. Deepika Srivastava E-mail: [email protected]; Website: www.embassyofficeparks.com

TRUSTEE

MANAGER

EMBASSY SPONSOR

BLACKSTONE SPONSOR

Axis Trustee Services Limited

Embassy Office Parks Management Services Private Limited

Embassy Property Developments Private Limited

BRE/ Mauritius Investments

Issue of up to [●] units (the “Units”) representing an undivided beneficial interest in Embassy Office Parks REIT (the “Embassy REIT”) at a price of ₹[●] per Unit (the “Issue Price”) aggregating up to ₹[●] million (the “Issue”).

THE ISSUE IS BEING MADE ONLY TO ELIGIBLE INSTITUTIONAL INVESTORS (AS DEFINED HEREIN) IN RELIANCE UPON REGULATION 14(3) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (REAL ESTATE INVESTMENT TRUSTS) REGULATIONS, 2014, AS AMENDED (THE “REIT REGULATIONS”) AND THE CIRCULAR DATED NOVEMBER 27, 2019 ON GUIDELINES FOR PREFERENTIAL ISSUE OF UNITS AND INSTITUTIONAL PLACEMENT OF UNITS BY A LISTED REIT ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (THE “SEBI”), AS AMENDED (THE “SEBI INSTITUTIONAL PLACEMENT GUIDELINES”).
The issued and outstanding Units are listed on the National Stock Exchange of India Limited (the “NSE”) and the BSE Limited (the “BSE” and together with NSE, the “Stock Exchanges”). In-principle approvals under SEBI Institutional Placement Guidelines for listing of the Units to be issued pursuant to the Issue have been received from each of the NSE and the BSE, on December 15, 2020. The Manager shall make applications to the Stock Exchanges for obtaining final trading and listing approvals for the Units to be issued pursuant to the Issue. A copy of this Preliminary Placement Document has been delivered to the Stock Exchanges and a copy of the Placement Document will be delivered to the Stock Exchanges.
THE ISSUE AND THE DISTRIBUTION OF THIS PRELIMINARY PLACEMENT DOCUMENT IS BEING MADE TO ELIGIBLE INSTITUTIONAL INVESTORS IN RELIANCE UPON THE SEBI INSTITUTIONAL PLACEMENT GUIDELINES AND THE REIT REGULATIONS AND NO OFFER IS BEING MADE THROUGH THIS PRELIMINARY PLACEMENT DOCUMENT TO THE PUBLIC OR ANY OTHER CATEGORIES OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN ELIGIBLE INSTITUTIONAL INVESTORS. THIS PRELIMINARY PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND WILL BE CIRCULATED ONLY TO SUCH ELIGIBLE INSTITUITIONAL INVESTORS WHOSE NAMES ARE RECORDED BY THE MANAGER PRIOR TO MAKING AN INVITATION TO SUBSCRIBE TO UNITS.
Invitations, offers and sales of the Units in the Issue shall be made only pursuant to this Preliminary Placement Document, the Placement Document, the Application Form and the Confirmation of Allocation Note (each as defined hereinafter). For further information, see “Issue Procedure” on page 371. The distribution of this Preliminary Placement Document or the disclosure of its contents without the prior consent of the Manager to any person, other than Eligible Institutional Investors, and persons retained by Eligible Institutional Investors to advise them with respect to their purchase of the Units, is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Preliminary Placement Document, agrees to observe the foregoing restrictions and not to make copies of this Preliminary Placement Document or any documents referred to in this Preliminary Placement Document.
This Preliminary Placement Document has not been, and will not be, registered as a prospectus, will not be circulated or distributed to the public at large in India or any other jurisdiction, and will not constitute a public offer in India or any other jurisdiction.
The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Units are being offered and sold only to eligible investors outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”) and applicable law of the jurisdictions where such offers and sales occur. Accordingly, the Units are being offered and sold (a) in the United States only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) and referred to in this Preliminary Placement Document as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investors defined under applicable Indian regulations and referred to in this Preliminary Placement Document as “Eligible Institutional Investors”) pursuant to Section 4(a)(2) under the U.S. Securities Act or another applicable exemption from registration under the U.S. Securities Act and (b) outside the United States in an “offshore transaction” (as defined in Regulation S) in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. Also see “Selling Restrictions” on page 382.
THIS PRELIMINARY PLACEMENT DOCUMENT HAS BEEN PREPARED BY THE MANAGER SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE ISSUE.
YOU MAY NOT, AND ARE NOT AUTHORIZED TO, (1) DELIVER THIS PRELIMINARY PLACEMENT DOCUMENT TO ANY OTHER PERSON; (2) REPRODUCE THIS PRELIMINARY PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER; OR (3) RELEASE ANY PUBLIC ADVERTISEMENTS OR UTILISE ANY MEDIA, MARKETING OR DISTRIBUTION CHANNELS OR AGENTS TO INFORM THE PUBLIC AT LARGE ABOUT THE ISSUE. ANY DISTRIBUTION OR REPRODUCTION OF THIS PRELIMINARY PLACEMENT DOCUMENT, IN WHOLE OR IN PART, IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE REIT REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OF OTHER JURISDICTIONS.
INVESTMENTS IN UNITS INVOLVE RISKS AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THE ISSUE UNLESS THEY CAN AFFORD TO TAKE THE RISK OF LOSING THEIR ENTIRE INVESTMENT. FOR MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE EMBASSY REIT, THE UNITS, THE ISSUE, AND THIS PRELIMINARY PLACEMENT DOCUMENT. INVESTORS ARE ADVISED TO CAREFULLY READ THIS PRELIMINARY PLACEMENT DOCUMENT, INCLUDING THE SECTION “RISK FACTORS” ON PAGE 25 BEFORE MAKING AN INVESTMENT DECISION. THE UNITS HAVE NOT BEEN RECOMMENDED OR APPROVED BY THE SEBI OR THE STOCK EXCHANGES AND NEITHER THE SEBI NOR THE STOCK EXCHANGES GUARANTEE THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS PRELIMINARY PLACEMENT DOCUMENT. ADMISSION OF THE UNITS TO TRADING ON THE STOCK EXCHANGES SHOULD NOT BE TAKEN AS AN INDICATION OF THE MERITS OF THE BUSINESS OF EMBASSY REIT OR THE UNITS. EACH ELIGIBLE INVESTOR IS ADVISED TO CONSULT ITS OWN ADVISORS ABOUT THE CONSEQUENCES OF AN INVESTMENT IN THE UNITS BEING OFFERED PURSUANT TO THIS PRELIMINARY PLACEMENT DOCUMENT.
Unless a serially numbered Preliminary Placement Document along with an Application Form is addressed to a particular Eligible Institutional Investor, no invitation to offer shall be deemed to have been made to such Eligible Institutional Investor to make an offer to subscribe to Units pursuant to the Issue.
The information on the Embassy REIT’s/Manager’s website, the Embassy Sponsor’s website, the Trustee’s website, any website directly or indirectly linked to such websites or the websites of the Lead Managers does not form part of this Preliminary Placement Document and prospective investors should not rely on such information contained in, or available through, any such websites. As at the date of this Preliminary Placement Document, the Blackstone Sponsor does not have a website.
This Preliminary Placement Document is dated December 15, 2020.

LEAD MANAGERS

TABLE OF CONTENTS
SECTION I: GENERAL .................................................................................................................................................................. 1 NOTICE TO INVESTORS ........................................................................................................................................................... 1 REPRESENTATIONS BY INVESTORS..................................................................................................................................... 5 OFFSHORE DERIVATIVE INSTRUMENTS .............................................................................................................................10 PRESENTATION OF FINANCIAL DATA AND OTHER INFORMATION.............................................................................11 FORWARD-LOOKING STATEMENTS .....................................................................................................................................16 ENFORCEMENT OF CIVIL LIABILITIES.................................................................................................................................18
SECTION II: EXECUTIVE SUMMARY .....................................................................................................................................19 SECTION III: RISK FACTORS ....................................................................................................................................................25 SECTION IV: ABOUT THE EMBASSY REIT ...........................................................................................................................69
BACKGROUND OF THE EMBASSY REIT ...............................................................................................................................69 INDUSTRY OVERVIEW .............................................................................................................................................................82 OUR BUSINESS AND PROPERTIES .......................................................................................................................................149 THE SPONSORS.........................................................................................................................................................................213 THE MANAGER.........................................................................................................................................................................215 THE TRUSTEE ...........................................................................................................................................................................222 RELATED PARTY TRANSACTIONS ......................................................................................................................................225 MANAGEMENT FRAMEWORK ..............................................................................................................................................229 AUDITOR AND VALUER OF THE EMBASSY REIT ............................................................................................................241 REDRESSAL OF INVESTOR GRIEVANCES ..........................................................................................................................245 SECTION V: THE ETV ACQUISITION....................................................................................................................................246 SECTION VI: FINANCIAL INFORMATION...........................................................................................................................253 SUMMARY FINANCIAL INFORMATION..............................................................................................................................253 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................................................................................................................................................299 DISTRIBUTION..........................................................................................................................................................................350 LEVERAGE AND CAPITALIZATION .....................................................................................................................................353 SECTION VII: ABOUT THE ISSUE ..........................................................................................................................................360 SUMMARY OF THE ISSUE ......................................................................................................................................................360 USE OF PROCEEDS ..................................................................................................................................................................362 MARKET PRICE INFORMATION AND OTHER INFORMATION CONCERNING THE UNITS.......................................365 ISSUE PROCEDURE..................................................................................................................................................................371 PLACEMENT .............................................................................................................................................................................380 SELLING RESTRICTIONS........................................................................................................................................................382 PURCHASER REPRESENTATIONS AND WARRANTIES....................................................................................................389 RIGHTS OF UNITHOLDERS ....................................................................................................................................................393 SECTION VIII: LEGAL AND REGULATORY MATTERS ...................................................................................................397 LEGAL AND OTHER INFORMATION....................................................................................................................................397 TAXATION .................................................................................................................................................................................411 CERTAIN U.S. ERISA CONSIDERATIONS ............................................................................................................................425 LEGAL MATTERS.....................................................................................................................................................................428 SECTION IX – OTHER INFORMATION .................................................................................................................................429

DEFINITIONS .............................................................................................................................................................................429 GENERAL INFORMATION ......................................................................................................................................................438 DECLARATIONS .......................................................................................................................................................................442 SECTION X: ANNEXURES............................................................................................................................................................A ANNEXURE A: PRO FORMA FINANCIAL INFORMATION OF THE EMBASSY REIT ......................................................A ANNEXURE B: FINANCIAL INFORMATION OF THE EMBASSY REIT ..............................................................................B ANNEXURE C: FINANCIAL INFORMATION OF ETV TARGET ENTITIES.........................................................................C ANNEXURE D: FINANCIAL INFORMATION OF VTV INFRA ..............................................................................................D ANNEXURE E: FINANCIAL INFORMATION OF THE MANAGER ....................................................................................... E ANNEXURE F: VALUATION REPORTS ................................................................................................................................... F ANNEXURE G: ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE SUPPLEMENT ............................... G-1

SECTION I: GENERAL
NOTICE TO INVESTORS
The statements contained in this Preliminary Placement Document relating to the Embassy REIT and the Units are, in all material respects, true, accurate and not misleading, and the opinions and intentions expressed in this Preliminary Placement Document with regard to the Embassy REIT and the Units are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions and information presently available to the Trustee and the Manager. There are no other facts in relation to the Embassy REIT and the Units, the omission of which would, in the context of the Issue, make any statement in this Preliminary Placement Document misleading in any material respect. Further, the Manager and the Trustee have made all reasonable enquiries to ascertain such facts and to verify the accuracy of all such information and statements. Investors acknowledge that they have not relied on the Lead Managers or any of their respective shareholders, employees, counsel, officers, directors, representatives, agents or affiliates in connection with such person’s investigation of the accuracy of such information or such person’s investment decision, and each such person must rely on his/her own examination of the Embassy REIT and the merits and risks involved in investing in the Units. Investors should not construe the contents of this Preliminary Placement Document as legal, business, tax, accounting or investment advice.
No person is authorized to give any information or to make any representation not contained in this Preliminary Placement Document and any information or representation not so contained must not be relied upon as having been authorized by or on behalf of the Embassy REIT or by or on behalf of the Lead Managers. The delivery of this Preliminary Placement Document at any time does not imply that the information contained in it is correct as at any time subsequent to its date.
The distribution of this Preliminary Placement Document or the disclosure of its contents without the prior consent of the Manager to any person, other than the Eligible Institutional Investors specified by the Lead Managers or their representatives, and those retained by such Eligible Institutional Investors to advise them with respect to their purchase of the Units, is unauthorized and prohibited. Each prospective investor, by accepting delivery of this Preliminary Placement Document, agrees to observe the foregoing restrictions and make no copies of this Preliminary Placement Document or any offering material in connection with the Units.
The distribution of this Preliminary Placement Document and the issue of the Units in certain jurisdictions may be restricted by law. As such, this Preliminary Placement Document does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by the Embassy REIT, the Manager, the Trustee, the Lead Managers, or any other persons which would permit an issue of the Units or distribution of this Preliminary Placement Document in any jurisdiction, other than India where actions for that purpose is required. Accordingly, the Units may not be offered or sold, directly or indirectly, and neither this Preliminary Placement Document nor any Issue material in connection with the Units may be distributed or published in or from any country or jurisdiction that would require registration of the Units in such country or jurisdiction. See “Selling Restrictions” on page 382.
In making an investment decision, investors must rely on their own examination of the Embassy REIT and the terms of the Issue, including the merits and risks involved. Investors should not construe the contents of this Preliminary Placement Document as legal, tax, accounting or investment advice. Investors should consult their own counsel and advisors as to business, legal, tax, accounting and related matters concerning the Issue. In addition, none of the Embassy REIT, the Manager, the Trustee, the Lead Managers or any other persons are making any representation to any offeree or purchaser of the Units regarding the legality of an investment in the Units by such offeree or purchaser under applicable legal, investment or similar laws or regulations. Each purchaser of the Units is deemed to have acknowledged, represented and agreed that it is eligible to invest in India and in the Embassy REIT under the REIT Regulations and is not prohibited by the SEBI or any other regulatory authority from buying, selling or dealing in securities or units. Each subscriber to the Units also acknowledges that it has been afforded an opportunity to request from the Manager and review information pertaining to the Embassy REIT and the Units. This Preliminary Placement Document contains summaries of certain terms of certain documents, which summaries are qualified in their entirety by the terms and conditions of such documents. All references herein to “you” or “your” is to the prospective investors in the Issue.
Notice to Prospective Investors in the United States
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The Units have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Preliminary Placement Document or approved or disapproved the Units. Any representation to the contrary is a criminal offence in the United States. In making an investment decision, investors must rely on their own examination of the Embassy REIT and the terms of the Issue, including the merits and risks involved. The Units have not been and will not be registered under the U.S. Securities Act or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Units are being offered and sold (a) in the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act and referred to in this Preliminary Placement Document as “U.S. QIBs”. For the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in this Preliminary Placement Document as “Eligible Institutional Investors”) in transactions exempt from the registration requirements of the Securities Act; and (b) outside the United States in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.
Prospective purchasers in the United States are hereby notified that the sellers of Units offered hereby may be relying on the exemption from the registration requirements under Section 5 of the Securities Act provided by Rule 144A. The Units are transferable only in accordance with the restrictions described under “Selling Restrictions” and “Purchaser Representations and Warranties” in this Preliminary Placement Document. Purchasers in the U.S. will be required to make the applicable representations set forth in “Purchaser Representations and Warranties” in this Preliminary Placement Document.
This Preliminary Placement Document is being furnished on a confidential basis solely for the purpose of enabling a prospective investor to consider subscribing for the particular securities described herein. The information contained in this Preliminary Placement Document has been provided by the Embassy REIT and other sources identified herein. Distribution of this Preliminary Placement Document to any person other than the offeree specified by the Lead Managers or their representatives, and those persons, if any, retained to advise such offeree with respect thereto, is unauthorized, and any disclosure of its contents, without prior written consent of the Embassy REIT, is prohibited. Any reproduction or distribution of this Preliminary Placement Document in the United States, in whole or in part, and any disclosure of its contents to any other person is prohibited.
Notice to Prospective Investors in the European Economic Area
This Preliminary Placement Document has been prepared on the basis that all offers of the Units will be made pursuant to an exemption under the Prospectus Regulation, as implemented in Member States of the European Economic Area (“EEA”), from the requirement to produce a prospectus for offers of Units. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and includes any relevant implementing measure in each Relevant Member State (as defined below). Accordingly, any person making or intending to make an offer within the EEA of Units which are the subject of the placement contemplated in this Preliminary Placement Document should only do so in circumstances in which no obligation arises for the Embassy REIT or any of the Lead Managers to produce a prospectus for such offer. None of the Embassy REIT and the Lead Managers have authorized, nor do they authorize, the making of any offer of the Units through any financial intermediary, other than the offers made by the Lead Managers which constitute the final placement of the Units contemplated in this Preliminary Placement Document.
THE EMBASSY REIT WILL CONSTITUTE AN ALTERNATIVE INVESTMENT FUND FOR THE PURPOSE OF THE EUROPEAN UNION DIRECTIVE ON ALTERNATIVE INVESTMENT FUND MANAGERS (DIRECTIVE 2011/61/EU) (“AIFMD”). THE ALTERNATIVE INVESTMENT FUND MANAGER (“AIFM”) OF THE EMBASSY REIT WILL BE THE MANAGER.
UNITS MAY ONLY BE MARKETED TO PROSPECTIVE INVESTORS WHICH ARE RESIDENT, DOMICILED OR HAVE A REGISTERED OFFICE IN A EUROPEAN ECONOMIC AREA (“EEA”) MEMBER STATE (“EEA MEMBER STATE”) IN WHICH THE MARKETING OF UNITS HAS BEEN REGISTERED OR AUTHORIZED (AS APPLICABLE) UNDER THE RELEVANT NATIONAL IMPLEMENTATION OF ARTICLE 42 OF AIFMD, AND IN SUCH CASES, ONLY TO EEA PERSONS WHICH ARE “PROFESSIONAL INVESTORS” OR ANY OTHER CATEGORY OF PERSON TO WHICH SUCH MARKETING IS PERMITTED UNDER THE NATIONAL LAWS OF SUCH EUROPEAN
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ECONOMIC AREA MEMBER STATE (EACH AN “EEA PERSON”). THIS PRELIMINARY PLACEMENT DOCUMENT IS NOT INTENDED FOR, SHOULD NOT BE RELIED ON BY AND SHOULD NOT BE CONSTRUED AS AN OFFER (OR ANY OTHER FORM OF MARKETING) TO ANY OTHER EEA PERSON.
A “PROFESSIONAL INVESTOR” FOR THE PURPOSES OF AIFMD IS AN INVESTOR WHO IS CONSIDERED TO BE A PROFESSIONAL CLIENT OR WHICH MAY, ON REQUEST, BE TREATED AS A PROFESSIONAL CLIENT WITHIN THE RELEVANT NATIONAL IMPLEMENTATION OF ANNEX II OF DIRECTIVE 2004/39/EC (MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE).
A LIST OF JURISDICTIONS IN WHICH THE MANAGER AND/OR THE EMBASSY REIT HAVE BEEN REGISTERED OR AUTHORIZED (AS APPLICABLE) UNDER ARTICLE 42 OF AIFMD IS AVAILABLE FROM THE MANAGER ON REQUEST. IF THE MANAGER HAS NOT BEEN REGISTERED OR APPROVED IN A PARTICULAR EEA MEMBER STATE TO MARKET UNITS, THEN THE EMBASSY REIT IS NOT BEING MARKETED TO ANY EEA PERSON AT SUCH DATE IN THAT EEA MEMBER STATE. TO THE EXTENT THAT AN AFFILIATE OF THE INVESTMENT MANAGER PROMOTES THE TRUST IN AN EEA MEMBER STATE, THEN SUCH PROMOTION IS BEING UNDERTAKEN FOR AND ON BEHALF OF THE MANAGER IN SUCH CAPACITY.
AVAILABLE INFORMATION
The Embassy REIT is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Securities Exchange Act”). In order to permit compliance with Rule 144A under the U.S. Securities Act in connection with resales of the Units, the Embassy REIT agrees to furnish upon request of a holder of its Units, or any prospective purchaser designated by such holder, the information required to be delivered under Rule 144A(d)(4) of the U.S. Securities Act if at the time of such request the Embassy REIT is not a reporting company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act, or is not exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
The Embassy REIT agrees to comply with any undertakings given by it from time to time in connection with the Units to the Stock Exchanges and, without prejudice to the generality of foregoing, shall furnish to each such Stock Exchange all such information as the rules of such Stock Exchange may require in connection with the listing of the Units on such Stock Exchange.
Any information about the Embassy REIT available on any website of the SEBI, the Stock Exchanges, the Embassy REIT/Manager, the Embassy Sponsor or the Lead Managers shall not constitute a part of the Preliminary Placement Document and no investment decision should be made on the basis of such information.
Disclaimer
This Preliminary Placement Memorandum and the Placement Memorandum relate to an Issue being made only to Eligible Institutional Investors in reliance upon the SEBI Institutional Placement Guidelines and the REIT Regulations and no offer is being made to the public or to any other class of investors.
This Preliminary Placement Document does not, directly or indirectly, relate to any invitation, offer or sale of any securities, instruments or loans (including any debt securities or instruments) that may be issued by the Embassy REIT or any of the Asset SPVs (including the ETV Target Entities) concurrently with or after the listing of the Units pursuant to the Issue. Any person or entity investing in such issue or transaction by the Embassy REIT or any of the Asset SPVs (including the ETV Target Entities) should consult its own advisors and neither the Lead Managers nor their respective associates or affiliates have any responsibility or liability for such issue or transaction.
Disclaimer of the Stock Exchanges
As required, a copy of this Preliminary Placement Document has been submitted to the Stock Exchanges. The Stock Exchanges do not in any manner:
1. warrant, certify or endorse the correctness or completeness of the contents of this Preliminary Placement Document;
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2. warrant that the Units issued pursuant to the Issue will be listed or will continue to be listed on the Stock Exchanges; or
3. take any responsibility for the financial or other soundness of our the Embassy REIT, its management or any scheme or project of the Embassy REIT.
It should not for any reason be deemed or construed to mean that this Preliminary Placement Document has been cleared or approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquire any Units may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchanges whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
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REPRESENTATIONS BY INVESTORS
All references to “you” or “your” in this section are to Eligible Institutional Investors in the Issue. By bidding for and subscribing to any Units under the Issue, you are deemed to have represented to the Embassy REIT, the Manager, the Trustee and the Lead Managers, and acknowledged and agreed as follows:
1. you are an (a) an Eligible Institutional Investor (as defined herein); and (b) undertake to acquire, hold, manage or dispose of any Units that are Allotted (as defined herein) to you in accordance with the REIT Regulations and other applicable law, including in respect of reporting requirements, if any, in connection with the Issue;
2. you are eligible to invest in Units in India under applicable law, including the FEMA Rules (as defined herein), and have not been prohibited by the SEBI or any other regulatory authority, statutory authority or otherwise, from buying, selling or dealing in securities or units, or otherwise accessing capital markets in India;
3. you have been provided a serially numbered copy of this Preliminary Placement Document and have read this Preliminary Placement Document in its entirety, including, in particular, the section “Risk Factors” on page 25;
4. you will make all necessary filings with appropriate regulatory authorities, including the RBI, as required pursuant to applicable law;
5. if you are Allotted Units pursuant to the Issue, you will not, for a period of one year from the date of Allotment (as defined herein), sell the Units so acquired except on the Stock Exchanges. See “Purchaser Representations and Warranties” on page 389;
6. you will provide the information as required for record keeping by the Manager and the Trustee, on behalf of the Embassy REIT, including your name, complete address, phone number, e-mail address, permanent account number (if applicable) and bank account details;
7. you are aware that the Units have not been and will not be registered through a prospectus or any other offer document for a public offering under the REIT Regulations or under any other law in force in India. This Preliminary Placement Document has not been verified or affirmed by the SEBI, the Stock Exchanges or any other regulatory or listing authority and will not be filed with any RoC, and is intended only for use by Eligible Institutional Investors. This Preliminary Placement Document has been filed with the Stock Exchanges for record purposes only and has been displayed on the websites of the Embassy REIT and the Stock Exchanges;
8. you are aware that the Issue is an institutional placement of Units and no offer is being made to the public or to any other category of investors, other than Eligible Institutional Investors and Allotment of Units will be on a discretionary basis, at the discretion of the Manager in consultation with the Lead Managers;
9. you are permitted to subscribe to the Units under the laws of all relevant jurisdictions which are applicable to you and that you have complied with such laws and have all necessary capacity and have obtained all necessary consents and authorizations as may be required and completed all necessary formalities, to enable you to commit to your participation in the Issue and to perform your obligations in relation thereto (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorizations to agree to the terms set out or referred to in this Preliminary Placement Document) and that you will honor such obligations;
10. none of the Embassy REIT, the Manager, the Trustee, the Lead Managers or any of their respective Unitholders/shareholders, directors, officers, employees, counsels, advisors, representatives, agents or affiliates are making any recommendations to you, or advising you regarding the suitability of any transactions you may enter into in connection with the Issue, and that your participation in the Issue is on the basis that you are not and will not, until the Allotment of Units, be a client of the Lead Managers and that the Lead Managers have no duties or responsibilities to you for providing the protection afforded to their clients or customers or for providing advice in relation to the Issue and are in no way acting in a fiduciary capacity to you;
11. you have made, or are deemed to have made, as applicable, the representations, warranties, acknowledgements and undertakings set forth in “Purchaser Representations and Warranties” on page 389;
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12. all statements other than statements of historical fact included in this Preliminary Placement Document, including, without limitation, those regarding the Embassy REIT’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Embassy REIT’s business), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to be materially different from future results, performance or achievements expressed or implied by such forwardlooking statements. Such forward-looking statements are based on numerous assumptions regarding the Embassy REIT’s present and future business strategies and environment in which the Embassy REIT will operate in the future. You should not place undue reliance on forward-looking statements, which speak only as at the date of this Preliminary Placement Document. None of the Embassy REIT, the Manager, the Trustee, the Lead Managers or any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates assumes any responsibility to update any of the forward-looking statements in this Preliminary Placement Document;
13. in making your investment decision, (i) you have relied on your own examination of the Embassy REIT, the Asset SPVs, the Investment Entity and the terms of the Issue, including the merits and risks involved, (ii) you have relied upon your own investigations and resources in deciding to invest in the Units, (iii) you have consulted your own independent advisors (including tax advisors) or otherwise have satisfied yourself concerning, without limitation, the effects of local laws and taxation matters, (iv) you have relied solely on the information contained in this Preliminary Placement Document and no other disclosure or representation by the Embassy REIT, the Manager, the Trustee, the Lead Managers, the Embassy Sponsor, the Blackstone Sponsor, the Blackstone Sponsor Group or any other party, and (v) you have received all information that you believe is necessary or appropriate in order to make an investment decision in respect of the Embassy REIT and the Units;
14. neither the Lead Managers nor any of their respective shareholders, directors, officers, employees, counsels, advisors, representatives, agents or affiliates have provided you with any tax advice or otherwise made any representations regarding the tax consequences of the Units (including, but not limited to, the Issue and the use of the proceeds from the Units). You will obtain your own independent tax advice and will not rely on the Lead Managers or any of their respective shareholders, directors, officers, employees, counsels, advisors, representatives, agents or affiliates when evaluating the tax consequences in relation to subscription, purchase, ownership and disposal of the Units (including, but not limited to, the Issue and the use of the proceeds from the Units). You waive and agree not to assert any claim against the Lead Managers or any of their respective shareholders, directors, officers, employees, counsels, advisors, representatives, agents or affiliates with respect to the tax aspects of the Units or as a result of any tax audits by tax authorities, wherever situated;
15. you are a sophisticated investor, and have such knowledge and experience in financial, business and investment matters as to be capable of evaluating the merits and risks of the investment in the Units; you and any accounts for which you are subscribing to the Units (a) are each able to bear the economic risk of the investment in the Units (including sustaining a complete loss on the investment), (b) will not look to the Embassy REIT, the Manager, the Trustee, the Lead Managers or any of their respective Unitholders/shareholders, directors, officers, employees, counsel, advisors, representatives, agents or affiliates for all or part of any such loss or losses that may be suffered, including losses arising out of nonperformance by the Manager or the Trustee of any of their respective obligations or any breach of any representations and warranties by the Manager or the Trustee, whether to you or otherwise, (c) have no need for liquidity with respect to the investment in the Units and (d) have no reason to anticipate any change in your or their circumstances, financial or otherwise, which may cause or require any sale or distribution by you or them of all or any part of the Units except in accordance with applicable law;
16. that where you are acquiring the Units for one or more managed accounts, you represent and warrant that you are authorized in writing by each such managed account to acquire the Units for each such managed account and to make (and you hereby make) the representations, warranties, acknowledgements and undertakings herein for and on behalf of each such managed account, reading the reference to “you” to include such accounts;
17. you are not a “sponsor” or “manager”, each as defined under the REIT Regulations, of the Embassy REIT and are not a person related to, a related party or associate (as defined under the REIT Regulations) of any of the Embassy Sponsor, the Blackstone Sponsor or the Manager, either directly or indirectly, and your Bid
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does not directly or indirectly represent the Sponsors or the Manager of the Embassy REIT or persons related to, related parties of or associates of the Sponsors or the Manager;
18. you will have no right to withdraw your Bid or revise your Bid downwards after the Issue Closing Date (as defined herein) and you will pay full consideration for the Units at the time of Bidding through banking channels;
19. you are eligible to Bid for and hold the Units Allotted to you pursuant to the Issue, together with any Units held by you prior to the Issue. You further confirm that your Unitholding, upon the issue of the Units, shall not exceed the permissible levels as per any applicable law;
20. you understand that the Units to be Allotted in the Issue will, when issued, be credited as fully paid and will rank pari passu in all respect with all other Units, including in respect of the right to receive all distributions declared, made or paid in respect of the Units after the Allotment;
21. you understand that, none of the Manager or the Trustee has any obligation to purchase or subscribe to all, or any part, of the Units subscribed by you in the Issue, or to support any losses directly or indirectly sustained or incurred by you for any reason whatsoever in connection with the Issue;
22. the Bid submitted by you or your subscription to the Units will not result in acquisition of Units which taken together with Units already held by you and any person acting in concert with you in the Embassy REIT exceeding 25% of the value of the outstanding units of the Embassy REIT;
23. you are aware that the pre and post-Issue Unitholding pattern of the Embassy REIT will be filed by the Manager with the Stock Exchanges and the Manager will also file an allotment report with the SEBI providing details of the Allottees and the Allotment made and you consent to such disclosure being made by us;
24. you acknowledge that this Preliminary Placement Document does not, and the Placement Document shall not, confer upon or provide you with any right of renunciation of the Units offered pursuant to the Issue in favour of any person;
25. you are aware that (i) applications for in-principle approval for listing and admission of the Units and for trading on the Stock Exchanges were made and approval has been received from each of the Stock Exchanges, and (ii) the application for the final listing and trading approval for the Units pursuant to the Issue will be made only after Allotment. There can be no assurance that the final approvals for listing and trading of the Units will be obtained in time or at all. Neither the Embassy REIT, the Manager, the Trustee, the Lead Managers nor their respective shareholders, directors, officers, employees, counsels, representatives, agents or affiliates shall be responsible for any delay or non-receipt of such final approvals or any loss arising from such delay or non-receipt;
26. you shall not undertake any trade in the Units credited to your beneficiary account opened with the Depository Participant until such time that the final listing and trading approvals for the Units under the Issue are granted by the Stock Exchanges;
27. you are not the Trustee, or the Valuer or an employee of the Valuer involved in the valuation of the Asset SPVs or the assets proposed to be acquired out of the proceeds of the Issue;
28. you are aware and understand that the Lead Managers have entered into a Placement Agreement with the Manager and the Trustee (on behalf of the Embassy REIT) pursuant to which the Lead Managers have, subject to the satisfaction of certain conditions set out therein, severally and not jointly, undertaken to use reasonable endeavours to procure subscription for the Units on the terms and conditions set forth therein;
29. the contents of this Preliminary Placement Document are exclusively the responsibility of the Manager and the Trustee, on behalf of the Embassy REIT, and neither the Lead Managers nor any person acting on their behalf or any of the counsel or advisors to the Issue has or shall have any liability for any information, representation or statement contained in this Preliminary Placement Document or any information previously published by or on behalf of the Embassy REIT and will not be liable for your decision to participate in the Issue based on any information, representation or statement contained in this Preliminary Placement Document or otherwise. You acknowledge that the only information you are entitled to rely on, and on which you have relied in committing yourself to acquire the Units is contained in this Preliminary Placement
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