SEC Form SC 13D/A filed by ReNew Energy Global plc (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

RENEW ENERGY GLOBAL PLC

(Name of Issuer)

Class A Ordinary Shares, Nominal Value of $0.0001 Per Share 

(Title of Class of Securities)

G7500M104 

(CUSIP Number)

Turner Herbert 

Abu Dhabi Investment Authority
211 Corniche
PO Box 3600 

Abu Dhabi, United Arab Emirates 

+971 2 4150000 

with a copy to

Michael A. Levitt, Esq. 

Sebastian L. Fain, Esq. 

Freshfields Bruckhaus Deringer US LLP 

601 Lexington Avenue 

New York, New York 10022 

212 277 4000 

(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)

July 31, 2023 

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 (“Act”) 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).

SCHEDULE 13D

Classification: Confidential - ADIA and Business Partners

Classification: Confidential - ADIA and Business Partners

Classification: Confidential - ADIA and Business Partners

Explanatory Note

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on September 2, 2021 (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 “Class A Ordinary Shares”), of the Issuer. The principal executive office of the Issuer is located at Commercial Block 1, Zone 6, Golf Course Road, DLF City Phase V, Gurugram 122 009, Haryana, India.

This Amendment amends and supplements Item 2 of the Original Schedule 13D by (i) deleting Schedule 1 and Schedule 2 in their entirety and replacing them with Schedule I and Schedule 2 attached hereto and (ii) adding the following:

(d), (e) During the last five years, none of the Reporting Persons or the Scheduled Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This Amendment supplements Item 4 of the Original Schedule 13D by adding the following:

The Reporting Persons understand that the aggregate number of Class A Ordinary Shares outstanding as of October 12, 2022, as reported by the Issuer in its Post-Effective Amendment No. 2 on Form F-3 to the Registration Statement on Form F-1 (File No. 333-259706) filed on September 21, 2021, as subsequently amended, which was declared effective by the SEC on October 5, 2021, filed with the SEC on October 13, 2022 was 269,099,498 as compared to the 282,366,725 Class A Ordinary Shares that were outstanding as of August 26, 2021. As a result of such decrease in the aggregate number of outstanding Class A Ordinary Shares, the percentage of Class A Ordinary Shares that each of the Reporting Persons beneficially owned increased from approximately 20.6% to 21.6%. The increase in percentage ownership of each Reporting Person was solely due to the decrease in the number of outstanding Class A Ordinary Shares.

In addition, the Reporting Persons understand that the aggregate number of Class A Ordinary Shares outstanding as of March 31, 2023, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 31, 2023, was 254,673,898 as compared to the 269,099,498 Class A Ordinary Shares that were outstanding as of October 12, 2022. As a result of such further decrease in the aggregate number of outstanding Class A Ordinary Shares, the percentage of Class A Ordinary Shares that each of the Reporting Persons beneficially owned increased from approximately 21.6% to 22.8%. The increase in percentage ownership of each Reporting Person was solely due to the decrease in the number of outstanding Class A Ordinary Shares.

Classification: Confidential - ADIA and Business Partners

This Amendment amends and supplements Item 6 of the Original Schedule 13D by adding the following:

Investor Nominee Director

On June 20, 2022, the board of directors of the Issuer (the “Board”), pursuant to a request received from Platinum Hawk as trustee of Platinum Cactus Trust, approved the change in representation of its Investor Nominee Director (as defined below) by appointment of Mr. Yuzhi Wang as of June 12, 2022, in place of Mr. Projesh Banerjea, who notified the Issuer of his decision to step down from the Board as of June 10, 2022. His decision to resign was not the result of any disagreement with the Issuer on any matter relating to the Issuer’s operations, policies or practices.

Amendment to the ReNew Global Shareholders Agreement

On July 24, 2023, the Issuer, Platinum Cactus Trust and the other parties thereto entered into an amendment to the Renew Global Shareholders Agreement (the “Amended ReNew Global Shareholders Agreement”).

Pursuant to the Amended ReNew Global Shareholders Agreement, Platinum Cactus Trust has the right to appoint or reappoint certain directors (“Investor Nominee Directors”) to the Board as follows:

If at any time following August 23, 2023 Platinum Cactus Trust ceases to hold (together with its affiliates) at least 15% of the Equivalent Outstanding Voting Beneficial Shares, Platinum Cactus Trust shall (x) immediately cease to have the right to appoint a director pursuant to the above paragraph (ii), (y) as soon as reasonably practicable notify the Issuer of that fact, and (z) unless the Board requests otherwise, procure the resignation of its Investor Nominee Director from the Board and each committee of the Board on which such Investor Nominee Director serves as soon as reasonably possible (and in any event within 15 Business Days) or on such reasonable date as the Board notifies Platinum Cactus Trust that its Investor Nominee Director should resign.

Platinum Cactus Trust agreed to take all necessary actions to give effect to the director appointment rights contained in the Amended ReNew Global Shareholders Agreement (including voting its Class A Ordinary Shares in favor of the appointment, reappointment or removal, as applicable, of the applicable appointed directors).

Pursuant to the Amended ReNew Global Shareholders Agreement, any action by the Board to increase or decrease the maximum size of the Board will require the prior written consent of each Investor that has the right to appoint a director at such time pursuant to the terms of the Amended ReNew Global Shareholders Agreement, except that if an Investor with a director appointment right ceases to have such appointment right, the size of the Board may be decreased by the director such Investor ceases to have such right to appoint, without the consent of any Investor.

The foregoing summary of the terms of the Amended ReNew Global Shareholders Agreement should be read in conjunction with the full text of the ReNew Global Shareholders Agreement and the Amended ReNew Global Shareholders Agreement, copies of which are included as Exhibits 99.3 and 99.4 to this Schedule 13D, respectively, and which are incorporated herein by reference.

All capitalized terms used but not otherwise defined under this heading shall have the meanings ascribed to such terms in the Amended ReNew Global Shareholders’ Agreement.

Classification: Confidential - ADIA and Business Partners

Classification: Confidential - ADIA and Business Partners

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.

Date: August 22, 2023

Classification: Confidential - ADIA and Business Partners

SCHEDULE 1

Schedule 1 sets forth the Managing Director and the members of the Investment Committee of ADIA.

Classification: Confidential - ADIA and Business Partners

SCHEDULE 2

Schedule 2 sets forth the executive officers and the members of the board of directors of Platinum Hawk C 2019 RSC Limited.

Classification: Confidential - ADIA and Business Partners