0000898286-16-000055.txt : 20161108 0000898286-16-000055.hdr.sgml : 20161108 20161108163407 ACCESSION NUMBER: 0000898286-16-000055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161108 DATE AS OF CHANGE: 20161108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Azure Power Global Ltd CENTRAL INDEX KEY: 0001633438 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: O4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89669 FILM NUMBER: 161981679 BUSINESS ADDRESS: STREET 1: 8 LOCAL SHOPPING COMPLEX STREET 2: PUSHP VIHAR, MADANGIR CITY: NEW DELHI STATE: K7 ZIP: 110062 BUSINESS PHONE: 2304543200 MAIL ADDRESS: STREET 1: C/O AAA GLOBAL SERVICES LTD. STREET 2: 1ST FLOOR, THE EXCHANGE 18 CYBERCITY CITY: EBENE STATE: O4 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CENTRAL INDEX KEY: 0000898286 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 BUSINESS PHONE: 514 847-2353 MAIL ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 SC 13D/A 1 azure13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule (13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-d2(a)
(Amendment No. 1)*
Azure Power Global Limited
(Name of Issuer)
 
Equity Shares
(Title of Class of Securities)
 
V0393H103
(CINS Number)
 
Soulef Hadjoudj
Caisse de dépôt et placement du Québec
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
(514) 847-5998
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
November 4, 2016
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
1
NAME OF REPORTING PERSONS

CDPQ Infrastructures Asia Pte Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     
(b)    
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


         
6
CITIZENSHIP OR PLACE OF ORGANIZATION

Singapore


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
8
SHARED VOTING POWER
5,006,550
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
5,006,550
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,006,550
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)


         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.3%
14
TYPE OF REPORTING PERSON*

CO
         
 
 


1
NAME OF REPORTING PERSONS

Caisse de dépôt et placement du Québec
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     
(b)    
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


         
6
CITIZENSHIP OR PLACE OF ORGANIZATION

Québec, Canada


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
8
SHARED VOTING POWER
5,006,550
9
SOLE DISPOSITIVE POWER
 
10
SHARED DISPOSITIVE POWER
5,006,550
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,006,550
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)


         
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.3%
14
TYPE OF REPORTING PERSON*

OO
         

 


ITEM 1.
 SECURITY AND ISSUER.
This amendment No. 1 ("Amendment No. 1) to Schedule 13D relates to the Schedule 13D filed on October 27, 2016 (the "Original Schedule 13D") by CDPQ Infrastructures Asia Pte Ltd. ("CDPQ Infrastructures") and Caisse de dépôt et placement du Québec ("CDPQ" and, together with CDPQ Infrastructures, the "Reporting Persons") relating to Equity Shares (the "Shares") issued by Azure Global Power Limited (the "Issuer"). The principal executive offices of the Issuer are located at 8 Local Shopping Complex, Pushp Vihar, Madangir, New Delhi, 110062, India.
Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Original Schedule 13D.
Except as specifically amended by this Amendment No. 1, the Original Schedule 13D is unchanged.
ITEM 3.
 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
"Between October 28, 2016 and November 8, 2016, CDPQ Infrastructures purchased an additional 345,028 Shares in open market transactions for an aggregate purchase price of $5,586,983.23. The source of the funds used by CDPQ Infrastructures to acquire such additional Shares was working capital provided by CDPQ. The source of funds used by CDPQ to provide such working capital to CDPQ Infrastructures was funds on deposit at CDPQ."
ITEM 5.
 INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is hereby amended and restated to read in full as follows:
"The responses to this Item 5 and the information on the cover page are based on their being 25,915,959 Shares outstanding after giving effect to the Issuer's initial public offering of Shares and the issuance of Shares to CDPQ Infrastructures pursuant to the Share Purchase Agreement, as reported on the Issuer's Form 424B4 filed with the with the Securities and Exchange Commission on October 13, 2016.
(a) and (b) As a result of the transactions described in the Original Schedule 13D and in this Amendment No. 1, CDPQ Infrastructures is the direct beneficial owner of 5,006,550 Shares, which represents 19.3 % of the Issuer's outstanding Shares. CDPQ, through its ownership of CDPQ Infrastructures, may be deemed to share voting and dispositive power over the Shares beneficially owned or deemed to be beneficially owned by CDPQ Infrastructures.
(c) The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Annex B. Except as otherwise disclosed therein, the Reporting Persons have not effected any transaction in the Shares in the last 60 days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Shares beneficially owned by the Reporting Persons.
(e) Not applicable."
ITEM 6.
 CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
"On November 3, 2016, the Issuer's board approved CDPQ Infrastructures' right of first offer to provide equity financing to fund the development or acquisition of new power projects of the Issuer's subsidiaries, granted pursuant to the Share Purchase Agreement."
 

 
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: November 8, 2016
 
 
 
CDPQ INFRASTRUCTURES ASIA PTE LTD.
 
 
By: 


S/ Cyril Cabanes
 
 
 
Name:   Cyril Cabanes
Title:    Director
 
 
 

 
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: November 8, 2016
 
 
 
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
 
 
By: 


S/ Soulef Hadjoudj
 
 
 
Name:   Soulef Hadjoudj
Title:     Legal Counsel
 
 






Annex B

Schedule of Transactions


[NTD: La Caisse to update Annex B with trading data re: additional open market purchases from 10/28/2016 to 11/08/2016]


CDPQ INFRASTRUCTURE ASIA PTE. LTD


Date of Transaction
Security
Amount of Securities Bought
Unit Cost
Where and How Effected
10/14/2016
Equity Shares
200,000
$13.7396
Open Market
10/17/2016
Equity Shares
4,166,667
$18.00
Private Placement
10/17/2016
Equity Shares
8,600
$14.1115
Open Market
10/17/2016
Equity Shares
41,757
$14.1186
Open Market
10/18/2016
Equity Shares
20,885
$14.7330
Open Market
10/19/2016
Equity Shares
39,150
$15.4086
Open Market
10/20/2016
Equity Shares
22,660
$15.5558
Open Market
10/20/2016
Equity Shares
2,500
$15.4856
Open Market
10/21/2016
Equity Shares
119,412
$15.5997
Open Market
10/21/2016
Equity Shares
10,681
$15.5806
Open Market
10/24/2016
Equity Shares
4,540
$15.6009
Open Market
10/25/2016
Equity Shares
1,400
$15.6757
Open Market
10/26/2016
Equity Shares
17,826
$15.8948
Open Market
10/27/2016
Equity Shares
5,444
$15.6858
Open Market
10/28/2016
Equity Shares
7,020
$15.69
Open Market
10/31/2016
Equity Shares
10,468
$15.7319
Open Market
11/02/2016
Equity Shares
17,500
$15.9451
Open Market
11/02/2016
Equity Shares
145,400
$15.9481
Open Market
11/02/2016
Equity Shares
6,830
$15.9939
Open Market
11/03/2016
Equity Shares
8,843
$16.2512
Open Market
11/04/2016
Equity Shares
37
$16.45
Open Market
11/04/2016
Equity Shares
129,700
$16.50
Open Market
11/07/2016
Equity Shares
14,090
$16.6483
Open Market
11/08/2016
Equity Shares
5,140
$16.7439
Open Market


CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

None.