In these Regulations, unless the context otherwise requires- "Act" means the Collective Investment Schemes Act, 2003; "associate" or "associated person" in relation to any person who is a director of the company, means that person's wife, husband or child or anybody corporate of which that person is a director, any person who is an employee or partner of that person and, if that person is a body corporate, any subsidiary of that body corporate and any employee of such a subsidiary;
"Authority"
means the Capital Markets Authority established under section 4 of the Capital Markets Authority Act, Cap 84;
"closed ended fund"
means a fund or trust where- (a) a person invests by subscribing for an issue of REIT securities or by acquiring REIT securities in a secondary market; (b) the value of the investment fluctuates over time as determined by market price for the REIT securities; (c) the number of the REIT securities issued remains constant over time except where a new issue of REIT securities is made or there is a reduction in the capital of the fund initiated by the trustee or as a consequence of termination or winding up of the trust; and
(d)
the REIT securities holder except where there is a reduction in the capital of the fund initiated by the trustee or as a consequence of termination or winding up of the trust-
(i)
is not entitled to require the trustee to redeem the REIT securities; and (ii) may only exit the investment in the REIT securities by selling the units in a secondary market; "compliance officer" means a person designated as such by the market intermediary;
"connected person"
or "connected party" in relation to a real estate investment trust scheme includes- (a) the REIT manager;
(b)
a valuer appointed to undertake a valuation of the scheme;
(c)
the trustee; (d) a substantial holder of REIT securities in the scheme; (e) a director, a senior executive or an officer of any person referred to in (a), (b) or (c); (f) an associate of any person referred to in (d) and (e); (g) a controlling entity, a holding company, a subsidiary or an associated company of any person referred to in (a) to (d); "co-tenancy" means the ownership of land by two or more persons in undivided shares and includes joint tenancy or tenancy in common; "currency point" has the meaning assigned to it in Schedule I; "Development and construction Real Estate Investment Trust" or "D-REIT scheme" means a real estate investment trust scheme authorised as such a scheme by the Authority; "eligible investments" means the assets and other investments specified under regulation 65 in respect of an I-REIT and regulation 77 in respect of a D-REIT in which the trustee may invest; "eligible real estate" means in respect to real estate situate in Uganda or outside Uganda;
"exempted real estate investment trust"
means--
(a)
a collective investment scheme authorised by the Authority other than a real estate investment trust scheme; (b) a scheme that is prescribed by the Authority not to be a real estate investment trust scheme; or (c) a trust, scheme, syndicate or arrangement which-
(i)
does not involve an issue or offer to the public or a section of the public which complies with the conditions for a private offer as prescribed by the Authority and in respect of which the issuer has not elected to seek authorisation under these Regulations as a real estate investment trust scheme;
(ii)
is limited to members of a family group;
(iii)
is a charitable trust; or
(iv)
is established as a consequence of a disposition under a will or other testamentary instrument;
(d)
for the avoidance of doubt, "exempted real estate investment trust" does not include-
(i)
a statutory fund maintained under any law for the regulation of insurance in Uganda;
(ii)
any pension or retirement fund established under or regulated by the laws of Uganda; (iii) an arrangement regulated in Uganda by the law of partnership; or (iv) a scheme which is operated as a co-operative and regulated under the laws of Uganda;
"free float"
means REIT securities issued, offered or held by persons who are not connected persons or associated persons with the promoter or the REIT manager;
"fund"
means a real estate investment trust fund or REIT fund;
"high net worth persons"
means a person who either alone or with any associates on a joint account, subscribes for REITS securities with an issue price equal to at least seven thousand five hundred currency points;
"information Memorandum"
means any notice, circular, material or advertisement, publication or other invitation issuing or information for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion information Memorandum or supplemental information Memorandum;
"IFRS"
means the International Financial Reporting Standards issued from time to time by the International Accounting Standards Board as adopted in Uganda;
"income real estate investment trust"
or "I-REIT" means a real estate investment trust that complies with the requirements of these Regulations and the terms; "income real estate investment trust scheme" or I-REIT scheme" means a real estate investment trust scheme authorised as such by the Authority; "independent auditor" means a person who-
(a)
is qualified and registered as an auditor by the Institute of Certified Public Accountants of Uganda;
(b)
holds a valid practicing certificate;
(c)
is not an auditor of the trustee, promoter or the REIT manager;
(d)
is not a director, officer, employee, shareholder or a partner of a person specified in subparagraph (c); and
(e)
is otherwise qualified for appointment as an auditor of a REIT;
"initial offer"
means the first offer or issue of REIT securities made to persons other than the promoter, connected persons to the promoter or the REIT manager;
"investor"
means a holder of REIT securities who is a beneficiary under the trust deed; "initial public offer" or "IPO" in relation to REIT securities means the first unrestricted public issue of I-REIT securities which are to be listed on an approved securities exchange; "investee company" means a company which meets the requirements of regulation 65 in respect of an I-REIT and regulation 77 in respect of a D-REIT; "investee trust" means a trust which meets the requirements of regulation 65 in respect of an I-REIT and regulation 77 in respect of a D-REIT; "issuer" means-
(a)
for the first issue of REIT securities made after the authorisation of the real estate investment trust scheme, the promoter; (b) for any subsequent issue or offer of REIT securities or in the case of a conversion as provided for under regulation 86, the REIT manager at the time of issue, but does not include a trustee;
"leasehold"
includes sub-leasehold; "listed" in relation to REIT securities, means REIT securities which are traded on an approved securities exchange in Uganda or any other exchange as may be approved by the Authority;
"lock in period"
means a period in which the promoter is required to retain an investment in REIT securities;
"management expense ratio"
or "MER" means the ratio of the sum of fees and recoverable expenses of the real estate investment to the average value of the fund calculated on a daily basis where-
(a)
fees equals all outgoing fees deducted or deductible directly from the fund in respect of the period covered by the management expense ratio, expressed as a fixed amount, calculated on a daily basis and includes any management fee, the annual trustee fee and any other fees deducted or deductible directly from the fund; (b) recoverable expenses equal all expenses recovered from or charged to the fund as a result of the expenses incurred by the operation of the fund expressed as a fixed amount but should not include expenses that would otherwise have been incurred by an individual investor, for example taxes; and (c) average value of the REIT securities equals the net asset value of the trust, including net income value, less expenses on an accrued basis, for the period covered by the management expense ratio, calculated on a daily basis; "net asset value" or "NAV" means the value of all assets of the fund less the value of all liabilities of the Fund, including trustee and management fees, as at the day the calculation is made; "net asset value per unit" or "NAV per unit" means the NAV divided by the number of units of REIT securities issued and not redeemed on the day the calculation is made; "offeror" means a person who makes an offer of REIT securities and shall include the issuer where the issuer makes the offer or requests or authorises another person to make the offer but does not include the trustee;
"partial ownership"
when used in connection with or in respect of land or real estate includes, any title or ownership or right or purported right to occupy or use land or use real estate which is in the form of a co-tenancy or where the ownership is in a partnership, a co-operative, or other form of co-ownership whether formal or informal including by way of ownership of
a share in a company that is not wholly owned and controlled or of a unit in a trust that is not wholly owned or pursuant to a licence or easement or other form of joint or co-ownership but does not include- (a) ownership of shares in a common REIT where the share is held as a consequence of the holding of a freehold or leasehold title;
(b)
a right in respect of common property arising out of a leasehold held under the Land Act;
(c)
a right under a lease, or licence of easement that arises as a consequence of the holding of freehold or leasehold title or which is established for the benefit of that freehold or leasehold title or relates to plant and equipment or the use of a utility or infrastructure or natural resource for use in connection with the freehold or leasehold title; or
(d)
ownership where the assets are held jointly in the name of the trustee and a secondary disposition trustee;
"professional investor"
means a person whose ordinary business or regular activity involves the buying and selling of securities as a principal and includes an underwriter, a financial institution, an insurance company, high net worth persons, a fund manager, a broker, a broker's representative, a dealer, a dealer's representative, an investment adviser or investment adviser's representative acting as principal subject to any exception that may be prescribed by the Authority;
"promoter"
means a person who- (a) acts as a promoter; or (b) is nominated in the application for authorisation, to act as a promoter,
of a real estate investment trust or a real estate investment trust scheme but does not include an underwriter of an issue or offer of REIT securities who is paid a commission without otherwise taking part in the formation, establishment or organisation of the real estate investment trust or scheme;
"property manager"
means a person appointed as such under regulation 55;
"project manager certifier"
means a person appointed as such under part 8 of Form 3 set out in Schedule 3;
"Prospectus"
means any notice, circular, material or advertisement, publication or other invitation issuing or Information for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental Prospectus or a conversion Prospectus;
"real estate"
means land and includes-
(a)
all things which are a natural part of the land or growing on the land; (b) attachments above and below the land;
(c)
things which are fixtures or are developed, installed or constructed on the land including buildings and site improvements; (d) improvements and permanent building, plant and equipment or attachments such as plumbing, heating and cooling systems, electrical wiring and built-in items such as elevators, and items of a similar nature which might be used in connection with the land; and
(e)
all rights and interests attaching to the land;
"REIT"
means a real estate investment trust;
"real estate investment trust"
means an arrangement in respect of real estate or interest in real estate of any description, structured in accordance with the rules prescribed by the Authority to enable a person taking part in the arrangement, whether by becoming an owner of the property or any part of it or otherwise to participate in or receive profits or income arising from the acquisition, holding management or disposal of the real estate or interest in the real estate or sums paid out of such profits or income;
"real estate investment trust assets"
or "REIT assets" or "scheme assets" includes all assets of the REIT fund;
"real estate investment trust fund"
or "REIT fund" means all contributions of money or money's worth or other income or assets of the real estate investment trust from time to time including money borrowed or raised by the trustee for the purposes of the scheme and includes all amounts due and any rights of a manager or of a trustee to commence or pursue actions against any person and the rights of the beneficiaries of the trust to commence or pursue actions against any party including a trustee;
"real estate investment trust scheme"
or "REIT scheme" means an arrangement made or established for the purposes of collective investment by persons in real estate for the purpose of earning profits or income from real estate as beneficiaries of a trust which is divided into units where- (a) a person contributes money or money's worth as consideration to acquire rights or interests to gain the benefits from pooling of funds and the investment in real estate;
(b)
the person investing does not have the day to day control over the management of the assets of the real estate investment trust;
(c)
the assets are managed by an entity; or (d) the assets are otherwise prescribed by the Authority to be a real estate investment trust scheme; and includes a real estate investment trust but does not include an exempted real estate investment trust; "register" means the register of REIT securities holders maintained by the trustee under regulation 51; "REIT manager" means a company incorporated or registered in Uganda and licenced by the Authority to provide real estate management services in respect of a REIT; "REIT securities'' means units in a trust which is a real estate investment trust or a real estate investment trust scheme; "restricted offer" means an issue or an offer made only to professional investors; "scheme" means a real estate investment trust scheme; "scheme documents" include- (a) the Prospectus and information Memorandum and any conversion or supplementary Prospectus or information Memorandum; (b) the trust deed and any amending, supplemental or replacement trust deed; (c) any document appointing a REIT manager or setting out the terms of appointment, the role or obligations of a REIT manager; (d) any document appointing a property manager, project manager certifier or structural engineer or setting out the terms of appointment, the role or obligations of such persons; (e) any document described in paragraph (b), (c) or (d) above which relates to an investee trust; and
(f)
the Memorandum and Articles of Association of any investee company and any shareholders' agreement including any amendment or supplement or Memorandum and Articles of Association of shareholder's agreement.
"secondary disposition trustee"
means an additional trustee appointed by the Authority, the scheme documents or the trustee as a joint trustee with limited powers pursuant to regulation 45;
"securities"
means any instrument defined as such under the Capital Markets Authority Act and includes REIT securities;
"special resolution"
means a resolution passed by a majority of not less than three-fourths of the holders of REIT securities being entitled so to do, vote in person or where proxies are permitted by proxy, at a general meeting of holders of REIT securities of which at least twenty-one days' written notice specifying the intention to propose the special resolution has been given;
"substantial holder of REIT securities"
means a person who holds fifteen percent or more of the issued REIT securities in a scheme, where for the purposes of calculating the fifteen percent, in addition to any REIT securities held by the holder, that person is also considered to be the holder of any REIT securities held by-
(a)
an associate of a holder who is an individual; or
(b)
a director, senior executive, officer, controlling entity, holding company, subsidiary or associated company of the holder, if the holder is an entity;
"total asset value"
or "TAV" means the value of all assets of the fund based on the most recent valuation;
"transaction adviser"
means a person appointed under regulation 33 and licenced under the Capital Markets Authority Act to undertake such activities;
"trust deed"
in relation to a real estate investment trust scheme, means the trust deed or other document which establishes or sets out the terms of the trust and includes-
(a)
any instrument that varies the terms of the trust or affects the powers or functions of the trustee or any manager appointed in respect of the trust; and
(b)
any instrument that varies the rights of beneficiaries under the trust including the REIT securities holders;
"trustee"
means the person holding title to the property of a unit trust scheme on trust for the participants and in relation to a collective investment scheme constituted under the law of a country or territory outside Uganda, or any person who whether or not under a trust is entrusted with the custody of the property in question;
"unit"
means a REIT security being any undivided share, right, interest or entitlement in the assets of the real estate investment trust which is classified as a security under the Act;
"unit holders"
or "securities holders" means holders of the REITS securities;
"valuation report"
in respect of a real estate investment trust scheme, means a report made by a valuer; and
"valuer"
for the purposes of REIT securities, means a person appointed as such under these Regulations to prepare a valuation report.
