Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
ReNew Energy Global plc (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G7500M104 (CUSIP Number) |
Eiji Hagio, c/o JERA Co., Inc. Nihonbashi Takashimaya Mitsui Building, 25th Floor, 2-5-1 Nihonbashi, Chuo-ku, Tokyo, M0, 103-6125 81-(0)70 3892 1103 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/28/2025 (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.
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
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| CUSIP No. | G7500M104 |
| 1 |
Name of reporting person
JERA Power RN B.V. | ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,524,255.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Based on a total of 245,833,850 Class A Ordinary Shares (excluding treasury shares) outstanding as of October 2, 2025, as reported in filings made with UK Companies House.
SCHEDULE 13D
|
| CUSIP No. | G7500M104 |
| 1 |
Name of reporting person
JERA Co., Inc. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,524,255.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Based on a total of 245,833,850 Class A Ordinary Shares of the Issuer, which the Reporting Persons understand were outstanding as of October 2, 2025, as reported in UK Companies House.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (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, England,
UNITED KINGDOM
, SW1H 0DB. | |
Item 1 Comment:
Explanatory Note This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on September 2, 2021, as amended and supplemented by Amendment No.1 to the Schedule 13D filed by the Reporting Persons with the SEC on September 5, 2024 (the "Original Schedule 13D" and, together with this Amendment, this "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 registered in England and Wales with registered number 13220321 (the "Issuer"). The Issuer's registered office is located at c/o Vistra (UK) Ltd, Suite 3, 7th Floor, 50, Broadway, London, England, SW1H 0DB United Kingdom. | ||
| Item 4. | Purpose of Transaction | |
This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following: Announcement of Possible Offer On October 28, 2025, the Issuer announced that it had reached an agreement in principle on the key financial terms of a possible cash offer (the "Possible Offer") from Abu Dhabi Future Energy Company PJSC-Masdar ("Masdar"), Canada Pension Plan Investment Board ("CPP Investments"), Platinum Hawk C 2019 RSC Limited as trustee for the Platinum Cactus A 2019 Trust ("Platinum Hawk") (a wholly owned subsidiary of the Abu Dhabi Investment Authority, "ADIA") and Sumant Sinha (the founder, Chairman and CEO of the Issuer) (together with Masdar, CPP Investments and Platinum Hawk, the "Consortium") to acquire the entire issued and to be issued share capital of the Issuer not already owned by members of the Consortium for cash consideration of US$8.15 per share (the "Announcement"). The Announcement states that proceeding with the Possible Offer is conditional on, inter alia, reaching agreement on the other terms and the conditions of any offer, including as to regulatory clearances, and the completion of confirmatory due diligence from the Consortium. The Announcement states that the Special Committee of the Issuer (the "Special Committee") has indicated to the Consortium that the key financial terms of the Possible Offer represent a value that it would unanimously recommend to the Issuer's shareholders to vote in favour of should a final binding offer be made on these terms and subject to agreement on all other terms and conditions of such Possible Offer and definitive transaction documentation being agreed. The Special Committee has engaged with JERA Power RN B.V. (a wholly owned subsidiary of JERA Nex Limited) ("JERA Nex"), and JERA Nex has indicated that were the Special Committee to make a unanimous recommendation on customary terms to the Issuer's shareholders to vote in favour of a final binding offer made on these key financial terms then subject to JERA Nex being satisfied with all other terms and conditions of such final binding offer and with the definitive transaction documentation that had been agreed JERA Nex is currently minded to vote in favour of this offer should it proceed to a scheme of arrangement vote. Other than as described in the Schedule 13D, the Reporting Persons have no plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D that relate to their investment in the Issuer, although they and their affiliates reserve the right to formulate such plans or proposals in the future. If the Consortium does not proceed with the Possible Offer, the Reporting Persons will continue to regularly review and assess their investment in the Issuer and depending on market conditions, general economic and industry conditions, the Issuer's business and financial condition and/or other relevant factors, the Reporting Persons may or may not: (i) purchase or sell the Shares or other securities of the Issuer in the future on the open market or in private transactions, or (ii) determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D. References to, and descriptions of, the Possible Offer in this Schedule 13D are qualified in their entirety by the Announcement, a copy of which is attached hereto as Exhibit 99.7 and is incorporated in its entirety into this Item 4. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented to add the following exhibit: Exhibit No. Description 99.7 Press release, dated October 28, 2025 (incorporated by reference to the Issuer's Current Report furnished to the SEC on Form 6-K on October 28, 2025). | ||
| 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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