Sinha Amends ReNew Energy Global Stake Filing

TL;DR

Sinha updated his ReNew Energy stake filing. Keep an eye on potential moves.

AI Summary

Sumant Sinha, through entities like Cognisa Investment Group and Wisemore Advisory Private Ltd, has amended their Schedule 13D filing for ReNew Energy Global plc on December 10, 2024. This filing relates to their beneficial ownership of Class A ordinary shares.

Why It Matters

This amendment indicates changes or updates in the significant beneficial ownership of ReNew Energy Global plc, which could signal shifts in control or investment strategy.

Risk Assessment

Risk Level: medium — Amendments to 13D filings can indicate changes in significant shareholder intentions, potentially impacting stock price and corporate strategy.

Key Numbers

• 20241210 — Filing Date (Date of the Schedule 13D/A amendment)

Key Players & Entities

• Sumant Sinha (person) — Filing party and beneficial owner
• ReNew Energy Global plc (company) — Subject company
• Cognisa Investment Group (company) — Group member associated with filing
• Wisemore Advisory Private Ltd (company) — Group member associated with filing

FAQ

Key Financial Figures

• $0.0001 — er) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securitie
• $7.07 b — m Members at a price per Share equal to $7.07 by way of a UK scheme of arrangement (the

Filing Documents

• form_sc13da-renew.htm (SC 13D/A) — 89KB
• exhibit_99-11.htm (EX-99.11) — 0KB
• exhibit_99-11.pdf (EX-99.11) — 128KB
• exhibit_99-12.htm (EX-99.12) — 0KB
• exhibit_99-12.pdf (EX-99.12) — 192KB
• 0001011438-24-000716.txt ( ) — 533KB

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by reference. This Amendment No. 3 amends and supplements Item 4 of the Original Schedule 13D by adding the following: Non-Binding Proposal On December 10, 2024, 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 Person, CPPIB and Masdar, the " Consortium " and each member in the Consortium, a "Consortium Member") jointly submitted a non-binding proposal (the " Proposal ") to the board of directors of the Issuer (the " Board ") by the Consortium to acquire all of the Shares (on a fully diluted basis) of the Issuer not presently owned by the Consortium Members at a price per Share equal to $7.07 by way of a UK scheme of arrangement (the " Proposed Transaction "). The Consortium Members may seek to add new members to the Consortium. The Consortium Members expect to engage in communications with the Special Committee of the Board of Directors, comprised entirely of disinterested non-management directors and acting in consultation with independent financial and legal advisors, relating to the Proposal. The Reporting Persons do not intend to update this Schedule 13D to reflect developments relating to the Proposed Transaction except to the extent required by law. The 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 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. The Proposal states that the Consortium Members are interested only in acquiring the Shares (on a fully diluted basis) not already owned by the Consortium M

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. This Amendment No. 3 amends and restates Item 5 of the Original Schedule 13D in its entirety as follows: (a) - (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Ordinary Shares and percentage of Class A Ordinary Shares beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Ordinary Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 244,266,823 Shares 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: Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition Cognisa Investment 6,498,328 2.6 % 0 6,498,328 0 6,498,328 Wisemore Advisory Private Limited 4,939,313 2.0 % 0 4,939,313 0 4,939,313 Sumant Sinha 47,628,131 16.3 % 36,190,490 11,437,641 36,190,490 47,628,131 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 Class A Ordinary 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 Class A Ordinary Shares at an exchange ratio of 1-to-0.8289, (ii) 6,498,328 Class A Ordinary 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

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth in or incorporated by reference in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. This Amendment amends and supplements Item 6 by adding the following: Consortium Bid Conduct Agreement On December 10, 2024, the Reporting Persons, CPPIB, Platinum Hawk and Masdar entered into a consortium bid conduct agreement (the " Consortium Bid Conduct Agreement "), pursuant to which the Consortium Members agreed, among other things, to cooperate and work together in good faith and act reasonably in connection with the implementation and conduct of the Proposal and the Proposed Transaction. The Consortium Bid Conduct Agreement regulates (i) conduct of and responsibilities for the Proposal and the Proposed Transaction among the Consortium Members, (ii) admission and withdrawal of members of the Consortium, (iii) engagement of advisors and (iv) expense sharing. Pursuant to the Consortium Bid Conduct Agreement, none of the Shares held by any Consortium Member that is an existing shareholder of the Issuer or its affiliates will be subject to the scheme of arrangement and instead, all of such Shares will remain shares of the Issuer immediately following the consummation of the Proposed Transaction. References to, and descriptions of, the Consortium Bid Conduct Agreement in this Schedule 13D are qualified in their entirety by the terms of the Consortium Bid Conduct Agreement, a copy of which is attached hereto as Exhibit 99.12, which is incorporated in its entirety into this Item 6.

Material to Be Filed as

Item 7. Material to Be Filed as Exhibits. Exhibit No. Description 99.11 Proposal, dated December 10, 2024, from Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, as trustee for the Platinum Cactus A 2019, Abu Dhabi Future Energy Company PJSC-Masdar and Mr. Sumant Sinha. 99.12 Consortium Bid Conduct Agreement, dated December 10, 2024, by and among Canada Pension Plan Investment Board, Platinum Hawk C 2019 RSC Limited, as trustee for the Platinum Cactus A 2019, Abu Dhabi Future Energy Company PJSC-Masdar and Mr. Sumant Sinha.

SIGNATURES

SIGNATURES 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: December 10, 2024 COGNISA INVESTMENT By /s/ Sumant Sinha Name: Sumant Sinha Title: Partner WISEMORE ADVISORY PRIVATE LIMITED By /s/ Sumant Sinha Name: Sumant Sinha Title: Director Mr. SUMANT SINHA By /s/ Sumant Sinha (in person capacity)

View Full Filing

View this SC 13D/A filing on SEC EDGAR