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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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ReNew Energy Global plc (Name of Issuer) |
Class A ordinary shares, nominal value of $0.0001 (Title of Class of Securities) |
(CUSIP Number) |
Patrice Walch-Watson Canada Pension Plan Investment Board, One Queen Street East, Suite 2500 Toronto, A6, M5C 2W5 416-868-4075 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/06/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Canada Pension Plan Investment Board | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
88,846,844.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
34.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, nominal value of $0.0001 | |
| (b) | Name of Issuer:
ReNew Energy Global plc | |
| (c) | Address of Issuer's Principal Executive Offices:
C/O Vistra (UK) Ltd, Suite 3, 7th Floor 50, Broadway, London,
UNITED KINGDOM
, SW1H 0DB. | |
Item 1 Comment:
This Amendment No. 15 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person on September 2, 2021 and amended and supplemented on February 15, 2022, February 18, 2022, February 24, 2022, September 23, 2022, October 3, 2022, March 2, 2023, March 8, 2023, July 24, 2023, December 10, 2024, July 3, 2025, October 10, 2025, December 15, 2025, May 28, 2026 and July 27, 2026 (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 relates to the 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"). | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment amends and restates the final paragraph of Item 2 of the Original Schedule 13D in its entirety as follows:
In accordance with the provisions of General Instruction C to Schedule 13D, with respect to the Reporting Person, information concerning the name, business address, principal occupation and citizenship of its general partners, executive officers and board of directors and each person controlling the Reporting Person (collectively, the "Covered Persons"), required by Item 2 of Schedule 13D, is provided on Schedule I (attached as Exhibit 99.25) ("Schedule I") and is incorporated by reference herein. Schedule I to this Amendment amends and restates the information set forth on Schedule I to the Original Schedule 13D in its entirety. | |
| (b) | See Item 2(a) above, which is incorporated by reference herein. | |
| (c) | See Item 2(a) above, which is incorporated by reference herein. | |
| (d) | Neither the Reporting Person nor, to the Reporting Persons' knowledge, any Covered Person listed on Schedule I (attached as Exhibit 99.25) has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Neither the Reporting Person nor, to the Reporting Persons' knowledge, any Covered Person listed on Schedule I (attached as Exhibit 99.25) has during the last five years been a party to a civil proceeding of a judicial or administrative body of 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. | |
| (f) | See Item 2(a) above, which is incorporated by reference herein. | |
| Item 4. | Purpose of Transaction | |
This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following:
Confirmatory Letter
On August 6, 2026, the Consortium jointly submitted a confirmatory letter (the "Confirmatory Letter") to the Board to reaffirm the Cash Consideration of $7.02 per share set out in the Revised Proposal submitted by the Consortium on July 27, 2026, as its best and final non-binding offer and to confirm that the Consortium's due diligence exercise has been completed. The Confirmatory Letter further reaffirms that the Consortium is interested only in acquiring the Shares (on a fully diluted basis), and the Consortium does not intend to sell their Shares to any third party in any alternative takeover transaction. All other terms of the Revised Proposal and proposal made by the Consortium on May 28, 2026, including the Rollover, remain unchanged.
The Confirmatory Letter is non-binding, and no agreement, arrangement or understanding between the Consortium, on the one hand, and the Issuer, on the other hand, relating to the Confirmatory Letter, 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 Reporting Person does not intend to update this Schedule 13D to reflect developments relating to the Proposed Transaction except to the extent required by law.
References to, and descriptions of, the Confirmatory Letter in this Schedule 13D are qualified in their entirety by the terms of the Confirmatory Letter, a copy of which is attached hereto as Exhibit 99.26 and is incorporated in its entirety into this Item 4.
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| Item 7. | Material to be Filed as Exhibits. | |
This Amendment amends and supplements Item 7 of the Original Schedule 13D by adding the following:
Exhibit 99.25 List of Covered Persons
Exhibit 99.26 Confirmatory Letter, dated August 6, 2026, from Canada Pension Plan Investment Board and Sumant Sinha | ||
| 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.
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Comments accompanying signature:
See Exhibit 99.22 Power of Attorney of Canada Pension Plan Investment Board (incorporated by reference to Exhibit 99.22 to Amendment No. 13 to the Schedule 13D filed by Canada Pension Plan Investment Board in respect of the issuer with the Securities and Exchange Commission on May 28, 2026). |