Tower Infrastructure Trust (‘Trust’) is an infrastructure investment trust (InvIT) established as a trust under the Indian Trusts Act, 1882 with the objective of undertaking investment activities as an InvIT, under the InvIT Regulations on March 19, 2019, having registration number IN/InvIT/18-19/0009.
Currently, Reliance Industrial Investments and Holdings Limited (“Reliance Sponsor”) is the sponsor of the Trust. BIF IV Jarvis India Pte. Ltd.* (“Brookfield Sponsor”) is proposed to be a sponsor of the Trust.
* SEBI has taken on record the request for addition of BIF IV Jarvis India Pte. Ltd. as one of the sponsors of the Trust. The Deed of Accession will be signed by BIF IV Jarvis India Pte. Ltd. after receipt of approval from DoT and prior to the Bid/Issue Opening Date.
The Brookfield Sponsor was incorporated on May 31, 2019 under the laws of Singapore. The Brookfield Sponsor is 100% held by BIP IV India Holdings Pte. Ltd. (“BIF IV India”), a company incorporated in Singapore. The Brookfield Sponsor and BIF IV India are controlled by Brookfield Asset Management Inc. (“BAM”).
BAM, together with its affiliates (“Brookfield”), has a history of over 115 years of owning and operating assets with a focus on infrastructure, renewable power, property and other real assets. Brookfield currently controls over USD 9 billion of assets in India, with approximately 1,000 employees, employed directly and indirectly. BAM is listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbols BAM and BAMA, respectively and has a market capitalization of approximately USD 56 billion, as of September 30, 2019. BAM had over USD 500 billion of assets under management as of September 30, 2019. Brookfield’s infrastructure group (“Brookfield Infrastructure”) owns and operates one of the largest infrastructure portfolios in the world, with approximately USD 113 billion of assets under management as on September 30, 2019. Brookfield’s Infrastructure’s assets under management span the utilities, transport, energy and renewable power sectors and include operations throughout North America, South America, India, Australia, Europe and Asia.
The Reliance Sponsor is a wholly owned subsidiary of Reliance Industries Limited (RIL), the largest private sector company in India, with presence across energy, material value chain, retail and telecommunication sectors. Reliance Sponsor will not hold any units of the Trust.As on the date of this Preliminary Placement Memorandum, the Reliance Sponsor is one of the sponsors of the Trust. The Reliance Sponsor was incorporated in India under the Companies Act, 1956. The Reliance Sponsor was originally incorporated on October 1, 1986 as Trishna Investments and Leasings Private Limited. The Reliance Sponsor was considered as a ‘deemed’ public company under Section 43A of the Companies Act, 1956 with effect from August 20, 1988 and accordingly, the word ‘private’ was deleted. Subsequently, the name of the Reliance Sponsor was changed from Trishna Investments and Leasings Limited to Reliance Industrial Investments and Holdings Limited and a fresh certificate of incorporation was issued on August 6, 1993. The Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai has, by its order dated December 28, 2018, confirmed the alteration of the memorandum of association of the Reliance Sponsor for shifting the registered office from Maharashtra to Gujarat. Currently, the corporate identity number of the Reliance Sponsor is U65910GJ1986PLC106745.
The Reliance Sponsor’s registered office is situated at Office - 101, Saffron, Near Centre Point, Panchwati 5 Rasta, Ambawadi, Ahmedabad Gujarat 380 006.
In September 2019, pursuant to a scheme of arrangement, certain undertakings of the Reliance Sponsor have been demerged to its fellow subsidiaries. Post the effectiveness of the scheme of arrangement, the principal activities of Reliance Sponsor are trading and strategic investments.
Infinite India Investment Management Limited is the Investment Manager for the Trust. The Investment Manager was originally incorporated under the Companies Act, 1956 as Infinite India Investment Management Private Limited on August 2, 2006 at Mumbai.
Subsequently, the Investment Manager was converted from a private company to a public company and the name of the Investment Manager was changed from Infinite India Investment Management Private Limited to Infinite India Investment Management Limited. A fresh certificate of incorporation consequent to the conversion of the Investment Manager to a public limited company was issued by the RoC, Maharashtra at Mumbai on August 27, 2014. The Investment Manager’s registered office is situated at 7th Floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025. The CIN of the Investment Manager is U74140MH2006PLC163489.
The Brookfield Sponsor proposes to change the Investment Manager to an affiliate of the Brookfield Sponsor, after the consummation of the transaction.
The Project Manager was initially incorporated on September 4, 2017 as Reliance Digital Media Distribution Limited, a public limited company, under the Companies Act, 2013, with the RoC. Subsequently, the name of the Project Manager was changed from Reliance Digital Media Distribution Limited to Jio Infrastructure Management Services Limited and a fresh certificate of incorporation was issued by the RoC on March 25, 2019. The corporate identity number of the Project Manager is U74999MH2017PLC299344. The Project Manager’s registered office is situated at 9th Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021.
Axis Trustee Services Limited is the Trustee of the Trust. The Trustee is a wholly-owned subsidiary of Axis Bank Limited and is a registered intermediary with SEBI under the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as a debenture trustee having registration number IND000000494 and is valid until suspended or cancelled.