0001104659-25-065594.txt : 20250703 0001104659-25-065594.hdr.sgml : 20250703 20250703092111 ACCESSION NUMBER: 0001104659-25-065594 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250703 DATE AS OF CHANGE: 20250703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ReNew Energy Global plc CENTRAL INDEX KEY: 0001848763 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] ORGANIZATION NAME: 01 Energy & Transportation EIN: 000000000 STATE OF INCORPORATION: K7 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92830 FILM NUMBER: 251103931 BUSINESS ADDRESS: STREET 1: C/O RENEW POWER, COMMERCIAL BLOCK-1 STREET 2: ZONE 6, GOLF COURSE RD, DLF CITY PHASE-V CITY: GURUGRAM-HARYANA STATE: K7 ZIP: 122009 BUSINESS PHONE: 91 99710 95748 MAIL ADDRESS: STREET 1: C/O RENEW POWER, COMMERCIAL BLOCK-1 STREET 2: ZONE 6, GOLF COURSE RD, DLF CITY PHASE-V CITY: GURUGRAM-HARYANA STATE: K7 ZIP: 122009 FORMER COMPANY: FORMER CONFORMED NAME: ReNew Energy Global Ltd DATE OF NAME CHANGE: 20210302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abu Dhabi Investment Authority CENTRAL INDEX KEY: 0001362558 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: C0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 211 CORNICHE STREET STREET 2: PO BOX 3600 CITY: ABU DHABI STATE: C0 ZIP: 0000 BUSINESS PHONE: 971 2 4154242 MAIL ADDRESS: STREET 1: 211 CORNICHE STREET STREET 2: PO BOX 3600 CITY: ABU DHABI STATE: C0 ZIP: 0000 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001104659-21-112392 0001362558 XXXXXXXX LIVE 3 Class A Ordinary Shares, Nominal Value of $0.0001 Per Share 07/02/2025 false 0001848763 G7500M104 ReNew Energy Global plc
C/O Vistra (UK) Ltd, Suite 3, 7th Floor 50, Broadway London X0 SW1H 0DB
Turner Herbert 971 2 4150000 Abu Dhabi Investment Authority 211 Corniche, PO Box 3600 Abu Dhabi C0 00000 Michael Levitt, Sebastian Fain 212 277 4000 Freshfields US LLP 3 World Trade Center, 175 Greenwich St. New York NY 10007 0001362558 N Abu Dhabi Investment Authority b OO N C0 0.00 58170916.00 0.00 58170916.00 58170916.00 N 23.8 OO Item 13 is calculated based on a total of 244,266,823 Class A Ordinary Shares of ReNew Energy Global plc, a public limited company registered in England and Wales with registered number 13220321 (the "Issuer"), which the Reporting Persons understand were outstanding as of March 31, 2024, as reported by the Issuer in its Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on July 30, 2024. With respect to Item 14, Abu Dhabi Investment Authority ("ADIA") is a public institution established in 1976 by the Government of the Emirate of Abu Dhabi (the "Government") as an independent investment institution. ADIA is wholly owned and subject to constitutional supervision by the Government. ADIA has an independent legal identity with full capacity to act in fulfilling its statutory mandate and objectives. Y Platinum Cactus A 2019 Trust b OO N C0 0.00 58170916.00 0.00 58170916.00 58170916.00 N 23.8 OO Item 13 is calculated based on a total of 244,266,823 Class A Ordinary Shares of the Issuer, which the Reporting Persons understand were outstanding as of March 31, 2024, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2024. With respect to Item 14, Platinum Cactus A 2019 Trust is a trust established under the laws of the Abu Dhabi Global Market by deed of settlement, dated March 28, 2019 between Abu Dhabi Investment Authority and Platinum Hawk C 2019 RSC Limited ("Platinum Hawk"). Platinum Hawk is the trustee of Platinum Cactus A 2019 Trust. Platinum Hawk is an indirect wholly owned subsidiary of ADIA. The Class A Ordinary Shares are directly held by the Platinum Cactus A 2019 Trust. Pursuant to the rules and regulations of the Securities and Exchange Commission, both ADIA (pursuant to its right to vote or dispose of the shares) and Platinum Hawk (pursuant to its right to dispose of the shares) should be considered to be the beneficial owner of the Class A Ordinary Shares. Y Platinum Hawk C 2019 RSC Limited b OO N C0 0.00 0.00 0.00 58170916.00 58170916.00 N 23.8 CO Item 13 is based on a total of 244,266,823 Class A Ordinary Shares of the Issuer which the Reporting Persons understand were outstanding as of March 31, 2024, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2024. With respect to Item 14, Platinum Hawk is the trustee of Platinum Cactus A 2019 Trust, which is a trust established under the laws of the Abu Dhabi Global Market by deed of settlement, dated March 28, 2019 between Abu Dhabi Investment Authority and Platinum Hawk. Platinum Hawk is an indirect wholly owned subsidiary of ADIA. Platinum Hawk does not have any voting power with respect to the Class A Ordinary Shares owned by the Platinum Cactus A 2019 Trust, but has the power to make, retain, divest, transfer, sell, convert, vary or transpose of such shares. Pursuant to the rules and regulations of the Securities and Exchange Commission, both ADIA (pursuant to its right to vote or dispose of the shares) and Platinum Hawk (pursuant to its right to dispose of the shares) should be considered to be the beneficial owner of the Class A Ordinary Shares. Class A Ordinary Shares, Nominal Value of $0.0001 Per Share ReNew Energy Global plc C/O Vistra (UK) Ltd, Suite 3, 7th Floor 50, Broadway London X0 SW1H 0DB This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on September 2, 2021, as amended and supplemented on August 22, 2023 and December 10, 2024 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D is being filed by the Reporting Persons in relation to the Class A Ordinary Shares, par value $0.0001 (the "Shares"), of the Issuer. The principal executive office of the Issuer is located at C/O Vistra (UK) Ltd, Suite 3, 7th Floor, 50, Broadway, London, England, SW1H 0DB. The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by reference. This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following: Revised Non-Binding Proposal On July 2, 2025, the Consortium jointly submitted a revised non-binding proposal (the "Revised Proposal") to the special committee of the Board increasing the price per Share that the Consortium is proposing to pay to acquire all of the Shares (on a fully diluted basis) of the Issuer not presently owned by the Consortium Members in the Proposed Transaction to $8.00 per Share. The Revised Proposal is non-binding, and no agreement, arrangement or understanding between the Consortium or any Consortium Members, on the one hand, and the Issuer, on the other hand, relating to the Revised Proposal, the Proposed Transaction or any other transaction will be created until such time as definitive agreements for the Proposed Transaction have been executed and delivered. References to, and descriptions of, the Revised Proposal in this Schedule 13D are qualified in their entirety by the terms of the Revised Proposal, a copy of which is attached hereto as Exhibit 99.7 and is incorporated in its entirety into this Item 4. The information set forth in or incorporated by reference in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. This Amendment amends and supplements Item 6 of the Original Schedule 13D by adding the following: Amendment No. 1 to Consortium Bid Conduct Agreement On July 3, 2025, the Consortium entered into an Amendment No. 1 to the Consortium Bid Conduct Agreement, pursuant to which, among other things, the outside date for the restrictions set forth in Section 2.6 of the Consortium Bid Conduct Agreement has been extended to September 30, 2025. References to, and descriptions of, the Amendment No. 1 to Consortium Bid Conduct Agreement in this Schedule 13D are qualified in their entirety by the terms of the Amendment No. 1 to Consortium Bid Conduct Agreement, a copy of which is attached hereto as Exhibit 99.8 and is incorporated in its entirety into this Item 6. This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as follows: 99.1 Joint Filing Agreement, dated September 2, 2021, among the Abu Dhabi Investment Authority, The Platinum Cactus A 2019 Trust and Platinum Hawk C 2019 RSC Limited (incorporated by reference to the Joint Filing Agreement filed as Exhibit 99.1 to the Original Schedule 13D filed by the Reporting Persons with respect to the Issuer on September 2, 2021) 99.2 Registration Rights, Coordination and Put Option Agreement (incorporated by reference to the Registration Rights Agreement filed as Exhibit 4.4 to the Shell Company Report on Form 20-F filed by ReNew Energy Global plc on August 27, 2021) 99.3 Shareholders Agreement (incorporated by reference to the Shareholders Agreement filed as Exhibit 4.3 to the Shell Company Report on Form 20-F filed by ReNew Energy Global plc on August 27, 2021) 99.4 Amendment to ReNew Global Shareholders Agreement dated July 17, 2023 (executed on July 24, 2023) (incorporated by reference to the Amendment to ReNew Global's Shareholders Agreement filed as Exhibit 4.17 to the Annual Report on Form 20-F filed by ReNew Energy Global plc on July 31, 2023) 99.5 Proposal, dated December 10, 2024, from Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha (incorporated by reference to the Proposal filed as Exhibit 99.5 to the Amendment No.2 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on December 10, 2024) 99.6 Consortium Bid Conduct Agreement, dated December 10, 2024, by and among Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha (incorporated by reference to the Consortium Bid Conduct Agreement filed as Exhibit 99.6 to the Amendment No.2 to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on December 10, 2024) 99.7 Revised Proposal, dated July 2, 2025, from Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha* 99.8 Amendment No. 1 to Consortium Bid Conduct Agreement, dated July 3, 2025, by and among Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha* *Filed herewith Abu Dhabi Investment Authority /s/ Khadem AlRemeithi Khadem AlRemeithi / Executive Director 07/03/2025 /s/ Sultan Aldhaheri Sultan Aldhaheri / Deputy Director 07/03/2025 Platinum Cactus A 2019 Trust /s/ Suhail Al Dhaheri Suhail Al Dhaheri / Authorized Signatory 07/03/2025 /s/ Mamoun Jamai Mamoun Jamai / Authorized Signatory 07/03/2025 Platinum Hawk C 2019 RSC Limited /s/ Suhail Al Dhaheri Suhail Al Dhaheri / Authorized Signatory 07/03/2025 /s/ Mamoun Jamai Mamoun Jamai / Authorized Signatory 07/03/2025 Suhail Al Dhaheri is signing on behalf of Platinum Hawk C 2019 RSC Limited as Trustee to the Platinum Cactus A 2019 Trust. Mamoun Jamai is signing on behalf of Platinum Hawk C 2019 RSC Limited as Trustee to the Platinum Cactus A 2019 Trust. EX-99.7 2 tm2519748d1_ex99-7.htm EXHIBIT 99.7

 

Exhibit 99.7

 

July 2, 2025

 

VIA E-MAIL

 

ReNew Energy Global plc

Special Committee of the Board of Directors

C/O Vistra (UK) Ltd

Suite 3, 7th Floor, 50, Broadway,

London, England, SW1H 0DB

 

Attention: Mr. Manoj Singh, Lead Independent Director

 

Dear Manoj:

 

The consortium is pleased to confirm its continued interest in the transaction and would like to thank you, the rest of the special committee and the management of the company, for your time and continued engagement. The consortium would like to take this opportunity to outline where it stands in its evaluation of the transaction, including with regards to value. Subject to alignment on the points outlined below, the consortium sees a clear path to a mutually agreeable transaction on an expedient timeline.

 

Revised Proposal

 

With your support, the consortium has undertaken comprehensive due diligence (including, but not limited to, technical, commercial, financial, tax, legal and other due diligence), underscoring its significant investment of resources in this transaction. Our due diligence investigation has allowed us to assess the performance of the company and its outlook and refine our view on valuation. On that basis, the consortium is prepared to increase its offer price to US$8.00 per share, payable in cash, for the entire issued and to be issued share capital of the company not already owned by the members of the consortium.

 

Our revised proposal would provide the company’s shareholders with a 26% premium to the closing share price of $6.34 per share on December 10, 2024 and a 39% premium to the 30-day volume-weighted average price of $5.76 per share (as of December 10, 2024).

 

The consortium believes that its revised proposal, which would provide shareholders with immediate liquidity and value certainty not available in public markets, would be in the best interest of the company and its shareholders, and the consortium trusts that it bears evidence of its willingness to take the transaction forward. The revised proposal is based on the information that you have made available to us and reflects the findings of our due diligence. The revised proposal is a final non-binding offer.

 

Definitive Documentation

 

We have already circulated a draft transaction agreement to the Linklaters team. We look forward to engaging with the special committee on it, in order to finalize it as soon as possible.

 

Due Diligence

 

The consortium’s remaining due diligence is purely confirmatory in nature and key pending areas have been outlined to the special committee. The consortium’s financial advisors will also reach out separately to highlight the specific remaining confirmatory items.

 

Shareholder Support

 

The consortium expects the special committee, its advisors and the company to engage with top shareholders to ensure their support of the transaction. In addition, the consortium expects the special committee, its advisors and the company to deliver hard irrevocable commitments from certain major shareholders and from directors (other than the founder and the nominee directors of the consortium members) prior to the announcement of any binding transaction.

 

Pre-Signing Approvals

 

Once transaction documents are in near final form, the consortium will seek internal approvals to be able to sign and expects that these approvals can be obtained within three weeks of the transaction documents being finalised.

 

 

 

 

Signing

 

As a result, subject to (i) mutually satisfactory agreement on the transaction documents, and (ii) final approvals (which would require three weeks), the consortium would like to work expeditiously towards the announcement of a binding transaction.

 

In summary, the consortium would like to thank you again for your engagement on this transaction and looks forward to continuing to work together expeditiously towards the announcement of a binding transaction. The consortium can see a clear path forward and believes that, with your support, a successful outcome could be within reach.

 

As is customary, this proposal is not to be construed as a binding, definitive or irrevocable proposal, agreement or contract. The proposal is non-binding until such time as the potential parties to the transaction enter into legally binding definitive transaction documents in respect of the transaction.

 

Sincerely,  
   
Canada Pension Plan Investment Board  
   
/s/ Kavita Saha  
Name: Kavita Saha  
Title: Authorised Signatory  

 

Platinum Hawk C 2019 RSC Limited as trustee for the Platinum Cactus A 2019 Trust

 

/s/ Suhail Al Dhaheri  /s/ Mamoun Jamai
Name: Suhail Al Dhaheri  Name: Mamoun Jamai
Title: Authorized Signatory  Authorized Signatory

 

Abu Dhabi Future Energy Company PJSC-Masdar

 

/s/ Mohamed Jameel Al Ramahi  
Name: Mohamed Jameel Al Ramahi  
Title: Chief Executive Officer  

 

Founder

 

/s/ Sumant Sinha  
Name: Sumant Sinha  
Title: Founder  

 

 

 

 EX-99.8 3 tm2519748d1_ex99-8.htm EXHIBIT 99.8

 

Exhibit 99.8

 

Amendment no. 1 to CONSORTIUM BID CONDUCT AGREEMENT

 

THIS AMENDMENT NO. 1 TO BCA (this Amendment), dated as of July 3, 2025, by and among:

 

(1)CANADA PENSION PLAN INVESTMENT BOARD, whose address is One Queen Street East, Suite 2500, Toronto, ON, M5C 2W5, Canada (CPPIB);

 

(2)ABU DHABI FUTURE ENERGY COMPANY PJSC - MASDAR, a public joint stock company duly registered and established under the laws of Abu Dhabi, whose address is P.O. Box 54115, Abu Dhabi, United Arab Emirates (Masdar);

 

(3)PLATINUM HAWK C 2019 RSC LIMITED, as trustee for the Platinum Cactus A 2019 Trust, whose address is Level 26, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, PO BOX 25642, United Arab Emirates (Platinum); and

 

(4)MR. SUMANT SINHA, whose address is 1017 B, Aralias, DLF Golf Course Road, Gurgaon -122009 (Founder).

 

INTRODUCTION

 

(A)CPPIB, Masdar, Platinum and Founder have entered into that certain Consortium Bid Conduct Agreement, dated as of December 10, 2024 (the BCA). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the BCA.

 

(B)CPPIB, Masdar, Platinum and Founder may be referred to herein individually as a Party and collectively as Parties.

 

(C)Pursuant to and in accordance with Clause 11.5 of the BCA, Parties desire to amend the BCA on the terms and subject to the conditions set forth herein.

AMENDMENT TO THE BCA

As of the date hereof, Parties hereto agree as follows.

 

 1.Clause 2.6 of the BCA is hereby amended and restated in its entirety as follows:

 

Until the earlier of (a) the expiration or earlier termination of this Agreement and (b) September 30, 2025, (i) CPPIB shall cause the CPPIB Real Assets Department not to, (ii) Masdar shall not and shall cause its controlled Affiliates not to, (iii) Platinum shall not and shall cause its Affiliates not to and (iv) Founder shall not, in each case of clauses (i) through (iv), engage or participate in any discussions or negotiations regarding, or execute or enter into any agreement or understanding (whether written or oral, binding or non-binding) relating to, the acquisition of any equity interests, assets, properties or rights (whether by way of license, merger, consolidation, share exchange, investment or other business combination, asset, stock or equity purchase or otherwise) of any other renewable energy company or platform in India (each, a “Competitor”), or enter into or agree to enter into any joint venture or other similar strategic arrangement with a Competitor, in each case other than any such transaction with or investment in a Competitor that exists between a Party and such Competitor as of the date of this Agreement; provided that nothing in this Clause 2.6 shall (a) restrict any Party or any of its Affiliates from exercising pre-emptive rights in the capital of, or participating in rights issuances by, or exercising contractual rights (including call/put options or default rights) in respect of, any Competitor in which it has an investment as of the date of this Agreement, provided that such transaction does not result in such Party or its Affiliate holding more than 35% of the outstanding equity interests of such Competitor, (b) prevent any Party or any of its Affiliates from making a minority investment for up to 20% of the outstanding equity interests of a Competitor, or (c) restrict investments or acquisitions made by any operating or portfolio company, investment funds or vehicles, third-party fund managers, connected fund managers or principal traders (in the ordinary course of such persons’ investment or advisory business) of any of the Parties.

 

 

 

 

 2.Variation. The amendment of the BCA pursuant to this Amendment shall constitute a variation of the BCA in accordance with Clause 11.5 of the BCA.

 

 3.Continuation. Except for the amendment expressly set forth above, the BCA remains in full force and effect without any amendment or modification by this Amendment. This Amendment does not constitute a waiver by the Parties of any breach of the BCA.

 

 4.Miscellaneous. Clauses 1, 7.1(c), 11.3, 11.4, 11.8, 11.9 and 12 of the BCA shall apply, mutatis mutandis, to this Amendment.

 

 5.Arbitration. Any dispute arising out of or connected with this Amendment, including a dispute as to the existence, validity or termination of this Amendment or this Clause 5 or any non-contractual obligation arising out of or in connection with this Amendment, shall be resolved by arbitration in London, United Kingdom conducted in English by a single arbitrator pursuant to the rules of the London Court of International Arbitration.

 

 6.Governing Law and Jurisdiction. This Amendment (which is not expressed to be governed by another law) and any non-contractual obligations arising out of or in connection with this Amendment shall be governed by the law of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England to support and assist the arbitration process pursuant to Clause 5 including, if necessary, the grant of interlocutory relief pending the outcome of that process.

 

[Signature Page Follows]

 

 

 

 

This Amendment has been entered into on the date first stated above.

 

SIGNED by BILL ROGERS and )
MICHAEL DOUGLAS )
for and on behalf of )
CANADA PENSION PLAN )
INVESTMENT BOARD )

 

  Signature:   /s/ Bill Rogers
     
  Name: Bill Rogers, Authorized Signatory
     
  Signature: /s/ Michael Douglas
     
  Name: Michael Douglas, Authorized Signatory

 

 

 

 

This Amendment has been entered into on the date first stated above.

 

SIGNED by MOHAMED JAMEEL AL RAMAHI )
for and on behalf of )
ABU DHABI FUTURE ENERGY )
COMPANY PJSC-MASDAR )

 

  Signature:   /s/ Mohamed Jameel Al Ramahi
     
  Name: Mohamed Jameel Al Ramahi

 

 

 

 

This Amendment has been entered into on the date first stated above.

 

SIGNED by SUHAIL AL DHAHERI and )
MAMOUN JAMAI )
for and on behalf of )
PLATINUM HAWK C 2019 )
RSC LIMITED )

 

  Signature:   /s/ Suhail Al Dhaheri
     
  Name: Suhail Al Dhaheri
     
  Signature: /s/ Mamoun Jamai
     
  Name: Mamoun Jamai

 

 

 

 

This Amendment has been entered into on the date first stated above.

 

SIGNED by SUMANT SINHA )
  )
  )
  )
   

 

  Signature:   /s/ Sumant Sinha
     
  Name: Sumant Sinha