| | The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by reference.
This Amendment No. 5 amends and supplements Item 4 of the Original Schedule 13D by adding the following:
Revised Non-Binding Proposal
On October 10, 2025, the Reporting Persons, Canada Pension Plan Investment Board ("CPPIB"), Abu Dhabi Future Energy Company PJSC-Masdar ("Masdar"), and Platinum Hawk C 2019 RSC Limited ("Platinum Hawk' and, together with the Reporting Persons, CPPIB, Platinum Hawk and Masdar, the "Consortium" and each member in the Consortium, a "Consortium Member") jointly submitted a best and final 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 in the Proposed Transaction to $8.15 per Share. The Revised Proposal is the Consortium's best and final non-binding offer.
The Revised Proposal is non-binding, and no agreement, arrangement or understanding between the Consortium or any Consortium Member, 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 99.15 and is incorporated in its entirety into this Item 4. |
| (a) | This Amendment No. 5 amends and restates Item 5 of the Original Schedule 13D in its entirety as follows:
As of the date hereof, Cognisa Investment is the record holder of 6,498,328 Class A ordinary shares, nominal value of $0.0001 (the "Shares"), of ReNew Energy Global plc, a public limited company incorporated in England and Wales (the "Issuer"). Based on 244,405,376 Shares (excluding treasury shares) of the Issuer outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2025, Cognisa Investment beneficially owns approximately 2.6% of the outstanding Shares.
As of the date hereof, Wisemore Advisory Private Limited is the record holder of 4,939,313 Shares. Based on 244,405,376 Shares (excluding treasury shares) of the Issuer outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2025, Wisemore Advisory Private Limited beneficially owns approximately 2.0% of the outstanding Shares.
As of the date hereof, Mr. Sinha is the record holder of one Class B Ordinary Share, which represents voting rights equal to (i) 82 Shares that would have been issued to Mr. Sinha and his affiliates if Mr. Sinha and his affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289, (ii) 6,498,328 Shares that would have been issued to Cognisa and its affiliates if Cognisa and its affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289, and (iii) 4,939,313 Shares that would have been issued to Wisemore and its affiliates if Wisemore and its affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289. Cognisa and Wisemore are directly owned and controlled by Mr. Sinha. As a result, Mr. Sinha may be deemed to share beneficial ownership over the securities held by each of Cognisa and Wisemore. In addition, Mr. Sinha is the record holder of 43,511,577 Shares issuable upon the exercise of options held by Mr. Sinha that were exercisable within 60 days from the date hereof.
(a) Based on an aggregate of 299,354,676, comprising of 244,405,376 Shares (excluding treasury shares) outstanding as of March 31, 2025, 11,437,723 Shares that would have been issued to Mr. Sinha and his affiliates if Mr. Sinha and his affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1- to-0.8289 and the 43,511,577 Shares issuable to Mr. Sinha upon the exercise of options held by Mr. Sinha that were exercisable within 60 days from the date hereof, Mr. Sinha beneficially owns approximately 18.36% of the outstanding Shares. Items 7 through 11 and 13 of the cover pages of this Amendment No. 5 are hereby incorporated by reference.
Pursuant to Section 13(d) of the Act, by virtue of the relationships described in this Schedule 13D and the Consortium Bid Conduct Agreement, the Reporting Persons may be deemed to be a member of a "group" with CPPIB, Platinum Hawk and Masdar. However, the Reporting Persons expressly disclaim beneficial ownership of the Shares beneficially owned by CPPIB, Platinum Hawk or any other reporting person(s). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons beneficially own any Shares that are beneficially owned by CPPIB, Platinum Hawk or any other reporting person(s). The Reporting Persons are only responsible for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedule 13D filed by CPPIB, Platinum Hawk or any other reporting person(s).
Based on the Schedule 13D filed by CPPIB with the SEC on the date hereof, CPPIB beneficially owns, and has sole voting power and sole dispositive power with respect to 88,846,844 Shares, representing approximately 28.5% of the voting rights associated with the outstanding Shares (including 12,345,678 voting rights exercisable by CPPIB by virtue of the Class D Share held by CPPIB).
Based on the Schedule 13D filed by Platinum Hawk with the SEC on the date hereof, Platinum Hawk beneficially owns 58,170,916 Shares representing approximately 18.66% of the voting rights associated with the outstanding Shares.
Accordingly, in the aggregate, the Reporting Person, CPPIB and Platinum Hawk may be deemed to beneficially own 201,967,060 Shares. Based on an aggregate of 311,700,354 Shares, comprised of (i) 244,405,376 Shares outstanding as of March 31, 2025, as reported by the Issuer in its Annual Report on Form 20-F filed with the SEC on July 30, 2025, (ii) 12,345,678 Shares that would have been issued to CPPIB if CPPIB had exchanged its existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289, (iii) 11,437,723 Shares that would have been issued to Mr. Sinha and his affiliates if Mr. Sinha and his affiliates had exchanged their existing ordinary shares in ReNew India that they hold at the relevant time for Shares at an exchange ratio of 1-to-0.8289 and (iv) 43,511,577 Shares issuable to Mr. Sinha upon the exercise of options held by Mr. Sinha that were exercisable within 60 days from the date hereof, Reporting Person, CPPIB and Platinum Hawk may be deemed to beneficially own approximately 64.80% of the outstanding Shares. |
