F-4/A
Table of Contents

As filed with the Securities and Exchange Commission on July 22, 2021

Registration No. 333-256228

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 4

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

RENEW ENERGY GLOBAL PLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

United Kingdom   4911   98-1607117

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

C/O Vistra (UK) Ltd

3rd Floor

11-12 St James’s Square

London SW17 4LB

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Cogency Global Inc.

122 East 42nd Street,

18th floor

New York, New York 10168

(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Sharon Lau

Rajiv Gupta

Latham & Watkins LLP

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

+65 6536-1161

 

Ryan J. Maierson

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

(713) 546-5400

 

Scott V. Simpson

Lorenzo Corte

Skadden, Arps, Slate, Meagher

& Flom (UK) LLP

40 Bank Street

London E14 5DS

+44 20 7519 7040

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 


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CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Amount

to be

registered(1)(2)

 

Proposed

maximum

offering price

per unit(3)

 

Proposed

maximum

aggregate

offering price

  Amount of
registration fee(4)

ReNew Global Class A Shares(5)

  34,500,000   $9.88   $340,860,000   $37,187.83

RMG II Adjusted Warrants to purchase ReNew Global Class A Shares(6)

  11,500,000            

ReNew Global Class A shares issuable on exercise of RMG II Adjusted Warrants(7)

  12,555,227   $11.87  

$149,074,000.49

 

$16,263.97

ReNew Global Class A Shares issuable under the 2021 Incentive Award Plan(8)

               

—Series 1

  796,197   $1.33   $1,058,942.01   $115.53

—Series 2

  653,844   $1.75   $1,144,227.00   $124.84

—Series 3

  823,463   $2.73   $2,248,053.99   $245.26

—Series 4

  7,715,402  

$4.53

  $34,950,771.06   $3,813.13

—Series 5

  1,160,460   $5.33   $6,185,251.80   $674.81

—Series 6

  248,670   $5.33   $1,325,411.10   $144.60

—Series 7

  506,210   $5.53   $2,799,341.30   $305.41

—Series 8

  91,179   $5.56   $506,955.24   $55.31

—Series 9

  29,012   $10.00   $290,120.00   $31.65

—Series 10

  53,007,223   $10.00   $530,072,230.00   $57,830.88

Total

 

123,586,887

      $1,070,515,303.99   $116,793.22(9)

 

 

 

 

 

(1)

The number of Class A ordinary shares, nominal value of $0.0001, or “ReNew Global Class A Shares,” of ReNew Energy Global plc, or “ReNew Global” and warrants, or “RMG II Adjusted Warrants,” to purchase ReNew Global Class A Shares being registered is based upon an estimate of the maximum number of Class A ordinary shares, par value $0.0001, or “RMG II Class A Shares,” of RMG Acquisition Corporation II, or “RMG II,” that will be outstanding immediately prior to the Business Combination (as defined herein) and exchanged for one ReNew Global Class A Share.

(2)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on (i) in respect of ReNew Global Class A Shares issued to RMG II security holders, the average of the high ($9.91) and low ($9.85) prices of the shares of ReNew Global Class A Shares on the Nasdaq Capital Market, or “Nasdaq,” on May 12, 2021, and (ii) in respect of RMG II Adjusted Warrants, the sum of (a) the average of the high ($1.39) and low ($1.29) prices for the warrants of RMG II, or the “RMG II Warrants,” on Nasdaq on May 12, 2021 and (b) $11.50, the exercise price of the RMG II Warrants, divided by 1.0917589, the number of ReNew Global Class A Shares to be issued in exchange for the exercise of an RMG II Adjusted Warrant, resulting in a combined maximum offering price per warrant of $11.90. The maximum number of RMG II Adjusted Warrants and ReNew Global Class A Shares issuable upon exercise of the RMG II Adjusted Warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the RMG II Adjusted Warrants has been allocated to the underlying ReNew Global Class A Shares and those ReNew Global Class A Shares are included in the registration fee.

(4)

Calculated pursuant to Rule 457 of the Securities Act of 1933, as amended, or the “Securities Act” by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091.

(5)

Consists of ReNew Global Class A Shares issuable in exchange for outstanding RMG II Class A Shares, including RMG II Class A Ordinary Shares included in the outstanding units of RMG II, or “RMG II Units,” each RMG II Unit consisting of one RMG II Class A Share and one-third of one warrant of RMG II, each whole warrant to purchase one RMG II Class A Share at an exercise price of $11.50 per share, or “RMG II Warrants.”

(6)

Consists of RMG II Adjusted Warrants held by those entities other than RMG Sponsor II, LLC, or “RMG Sponsor II.”

(7)

Consists of the ReNew Global Class A Shares issuable upon exercise of the RMG II Adjusted Warrants held by those entities other than RMG Sponsor II. Each such RMG II Adjusted Warrant will entitle the warrant holder to purchase 1.0917589 ReNew Global Class A Shares at a price of $11.50 per 1.0917589 shares (subject to adjustment).

(8)

Consists of ReNew Global Class A Shares issuable under the 2021 Incentive Award Plan. For more details on the plan see “Management of ReNew Global Following the Business Combination—2021 Incentive Award Plan.”

(9)

Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED             , 2021

LETTER TO SHAREHOLDERS OF RMG ACQUISITION CORPORATION II

RMG Acquisition Corporation II

57 Ocean, Suite 403

5775 Collins Avenue

Miami Beach, Florida 33140

Dear RMG Acquisition Corporation II Shareholder:

You are cordially invited to attend an extraordinary general meeting of RMG Acquisition Corporation II, a Cayman Islands exempted company, or “RMG II,” which will be held on August 16, 2021 at 9:00 a.m., Eastern time, at https://www.cstproxy.com/rmgii/2021 and at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, New York 10001-8602, or the “RMG II General Meeting,” In light of ongoing developments related to coronavirus, or “COVID-19”, after careful consideration, RMG II has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate shareholder attendance and participation while safeguarding the health and safety of RMG II’s shareholders, directors and management team. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of RMG II, the physical location of the meeting shall be at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at One Manhattan West, New York, New York 10001-8602.

On February 24, 2021, RMG II, ReNew Power Private Limited, a company with limited liability incorporated under the laws of India, or “ReNew India,” Philip Kassin, solely in the capacity as the representative for the shareholders of RMG II, or the “RMG II Representative,” ReNew Energy Global plc (formerly known as ReNew Energy Global Limited), a public limited company registered in England and Wales with registered number 13220321, or “ReNew Global,” ReNew Power Global Merger Sub, a Cayman Islands exempted company, which is a wholly-owned subsidiary of ReNew Global, or “ Merger Sub,” and certain shareholders of ReNew India, or the “Major Shareholders,” entered into a Business Combination Agreement, or as amended from time to time, the “Business Combination Agreement,” pursuant to which several transactions will occur, and in connection therewith, ReNew Global will be the ultimate parent company of ReNew India and RMG II, or the “Business Combination.”

At the RMG II General Meeting, RMG II shareholders will be asked to consider and vote upon a proposal, as an ordinary resolution, to adopt the Business Combination Agreement and approve the terms thereto, or the “Business Combination Proposal” or “Proposal No. 1,” a copy of which is attached to the accompanying proxy statement/prospectus as Annex A.

In addition to the Business Combination Proposal, RMG II shareholders will be asked to consider and vote upon a proposal, as a special resolution, to approve the Merger and the plan of merger between RMG II and Merger Sub in the form tabled at the RMG II General Meeting, or the “Merger Proposal” or “Proposal No. 2,” which will be substantially in the form attached to the accompanying proxy statement/prospectus as Annex B, or the “Plan of Merger.”

In addition to the Business Combination Proposal and the Merger Proposal, RMG II shareholders are being asked to consider and vote on a proposal, as a special resolution, to approve the form of the amended and restated memorandum and articles of association of RMG II, a copy of which is attached as an exhibit to the accompanying proxy statement/prospectus as Annex C, or the “Memorandum and Articles of Association Proposal” or “Proposal No. 3.” The amended and restated memorandum and articles of association present no material change from the current amended and restated memorandum and articles of association of RMG II. The approval of the Business Combination Proposal and the Merger Proposal is a condition to the adoption of the Amended and Restated Memorandum and Articles of Association Proposal. Accordingly, if the Business Combination Proposal and the Merger Proposal are not approved, the Amended and Restated Memorandum and Articles of Association Proposal will not be presented at the RMG II General Meeting.


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As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

 

   

RMG II will merge with and into Merger Sub, or the “Merger,” with RMG II as the surviving company in the merger and RMG II will become a wholly owned subsidiary of ReNew Global;

 

   

in connection with the Merger, (a) each outstanding RMG II Class B ordinary share, par value $0.0001 per share, or “RMG II Class B Share,” will be converted to an RMG II Class A ordinary share, par value $0.0001 per share, or “RMG II Class A Shares” and together with the RMG II Class B Shares, the “RMG II Ordinary Shares,” (b) each outstanding RMG II Class A ordinary share will be automatically exchanged for one ReNew Global Class A Share, or “ReNew Global Class A Shares,” (b) each outstanding warrant of RMG II will remain outstanding and will be automatically adjusted to entitle the holder to purchase 1.0917589 ReNew Global Class A Shares at a price of $11.50 per 1.0917589 ReNew Global Class A Shares, or “RMG II Adjusted Warrant”; and

 

   

following the Merger, subject to the terms and conditions set forth in the Business Combination Agreement, each Major Shareholder will transfer their ReNew India Ordinary Shares to ReNew Global in exchange for a certain number and class of shares in ReNew Global and/or cash consideration, as described in the Business Combination Agreement.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, RMG II and ReNew Global entered into Subscription Agreements, or the “Subscription Agreements,” with certain investors, or the “PIPE Investors,” pursuant to which the PIPE Investors agreed to subscribe for and purchase, and ReNew Global agreed to issue and sell to such PIPE Investors, an aggregate of 85,500,000 ReNew Global Class A Shares at $10.00 per share for gross proceeds of $855,000,000, or the “PIPE Subscription,” on the date of the Merger. The ReNew Global Class A Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. ReNew Global will grant the PIPE Investors certain registration rights in connection with the PIPE Subscription. The PIPE Subscription is contingent upon, among other things, the closing of the Business Combination.

In addition to the Business Combination Proposal, the Merger Proposal and the Memorandum and Articles of Association Proposal, RMG II shareholders are being asked to consider and vote on a proposal, as an ordinary resolution, to adjourn the RMG II General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to RMG II shareholders or, if as of the time for which the RMG II General Meeting is scheduled, there are insufficient RMG II Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the RMG II General Meeting, (B) in order to solicit additional proxies from RMG II shareholders in favor of the Business Combination Proposal, or (C) if RMG II shareholders redeem an amount of RMG II Class A ordinary shares such that the condition, or the “Minimum Cash Condition,” to each party’s obligation to consummate the Business Combination that the amount of cash in the Trust Account (net of the aggregate amount of cash required to satisfy any exercise by RMG II shareholders of their right to have RMG II redeem their RMG II Class A Shares in connection with the Business Combination, or the “Cash Redemption Amount”) together with the proceeds from the PIPE Subscription, or the “PIPE Investment Amount,” (net of any unpaid RMG II Expenses as defined in the Business Combination Agreement) is not at least $650,000,000, or the “Adjournment Proposal” or “Proposal No. 4.” The Adjournment Proposal will only be presented to RMG II shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, or in the event that RMG II shareholders redeem an amount of RMG II Class A Shares such that the Minimum Cash Condition would not be satisfied. Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

The RMG II Class A Shares, RMG II Units and RMG II public warrants are currently listed on the Nasdaq Capital Market, or “Nasdaq,” under the symbols “RMGB,” “RMGBU” and “RMGBW,” respectively. Upon the closing of the Business Combination, the RMG II securities will be delisted from Nasdaq. ReNew Global intends to apply to list the ReNew Global Class A Shares and RMG II Adjusted Warrants on Nasdaq under the symbols


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“RNW” and “RNWW,” respectively, upon the closing of the Business Combination. RMG II cannot assure you that the ReNew Global Class A Shares or RMG II Adjusted Warrants will be approved for listing on Nasdaq.

Investing in ReNew Global’s securities involves a high degree of risk. See “Risk Factors” beginning on page 64 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in ReNew Global’s securities.

With respect to RMG II and the holders of the RMG II Ordinary Shares, the accompanying proxy statement/prospectus serves as a:

 

   

proxy statement for the extraordinary general meeting of RMG II shareholders being held on August 16, 2021, where RMG II shareholders will vote on, among other things, a proposal to adopt the Business Combination Agreement and approve the Business Combination and the Merger; and

 

   

prospectus for the ReNew Global Class A Shares and RMG II Adjusted Warrants that RMG II shareholders and public warrant holders will receive in the Business Combination.

Pursuant to the RMG II amended and restated memorandum and articles of association, RMG II is providing its public shareholders with the opportunity to redeem, upon the closing of the Business Combination, the RMG II Class A Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) of the RMG II IPO and certain of the proceeds of the sale of the Private Placement Warrants. Redemptions referred to herein will take effect as repurchases under the RMG II amended and restated memorandum and articles of association. The per-share amount RMG II will distribute to investors who properly redeem their RMG II Class A Shares will not be reduced by the aggregate deferred underwriting commission of $12,075,000 that RMG II will pay to the underwriters of the RMG II IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $345,011,212.31 as of July 20, 2021, the estimated per RMG II Class A Share redemption price would have been approximately $10.00. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust, or the “RMG II Transfer Agent,” in order to validly redeem its shares. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding RMG II Class A Shares (i.e., in excess of 5,175,000 RMG II Class A Shares). RMG II has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold, but we are not permitted to redeem RMG II Class A Shares in an amount that would result in RMG II’s failure to have net tangible assets of at least $5,000,001. Each redemption of RMG II Class A Shares by RMG II’s public shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the proceeds from the PIPE Subscription (net of any unpaid RMG II Expenses as defined in the Business Combination Agreement) being at least $650,000,000.

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of RMG II Class A Shares by RMG II’s public shareholders, the Minimum Cash Condition is not met or is not waived, then each of ReNew India and the Major Shareholders may elect not to consummate the Business Combination. In addition, in no event will RMG II redeem the RMG II Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the RMG II amended and restated memorandum and articles of association. Holders of outstanding RMG II public warrants do not have redemption rights in connection with the Business


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Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of RMG II’s public shareholders exercise their redemption rights with respect to their RMG II Class A Shares. For more information about the factors that affect the assumptions above, please see the section entitled “Beneficial Ownership of Securities.”

RMG II is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the RMG II General Meeting and at any adjournments or postponements of the RMG II General Meeting. Information about the RMG II General Meeting, the Business Combination and other related business to be considered by the RMG II shareholders at the RMG II General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the RMG II General Meeting, all RMG II shareholders are urged to read carefully the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of ReNew Global, RMG II and ReNew India carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 63 of the accompanying proxy statement/prospectus.

After careful consideration, the RMG II Board has approved the Business Combination Agreement and the Business Combination, and recommends that RMG II shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the Business Combination and the Merger, and “FOR” all other proposals presented to RMG II shareholders in the accompanying proxy statement/prospectus. When you consider the RMG II Board’s recommendation of these proposals, you should keep in mind that certain RMG II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

Approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. Approval of the Merger Proposal requires the affirmative vote of holders of at least two-thirds of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. Approval of the Memorandum and Articles of Association Proposal requires the affirmative vote of holders of at least two-thirds of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting.

Your vote is very important. Whether or not you plan to attend the RMG II General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the RMG II General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the RMG II General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the Merger Proposal and the Memorandum and Articles of Association Proposal are approved at the RMG II General Meeting. The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal and the Memorandum and Articles of Association Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the RMG II General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the RMG II General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the RMG II General Meeting. If you are a shareholder of record and you attend the RMG II General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.


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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT RMG II REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE RMG II TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE RMG II GENERAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE RMG II TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE RMG II TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the RMG II Board, I would like to thank you for your support of RMG Acquisition Corporation II and look forward to a successful completion of the Business Combination.

 

Sincerely,

 

Robert S. Mancini
Chairman of the Board of Directors

                , 2021

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated                 , 2021, and is expected to be first mailed or otherwise delivered to RMG II shareholders on or about                , 2021.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by ReNew Global, RMG II or ReNew India. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of ReNew Global, RMG II or ReNew India since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.


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NOTICE OF EXTRAORDINARY GENERAL MEETING

OF RMG ACQUISITION CORPORATION II

TO BE HELD AUGUST 16, 2021

To the Shareholders of RMG Acquisition Corporation II:

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of RMG Acquisition Corporation II, a Cayman Islands exempted company, or “RMG II,” which will be held on August 16, 2021 at 9:00 a.m., Eastern time, at https://www.cstproxy.com/rmgii/2021 and at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, New York 10001-8602, or the “RMG II General Meeting.” In light of ongoing developments related to coronavirus, or “COVID-19,” after careful consideration, RMG II has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate shareholder attendance and participating while safeguarding the health and safety of RMG II’s shareholders, directors and management team. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of RMG II, the physical location of the meeting shall be at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at One Manhattan West, New York, New York 10001-8602. You are cordially invited to attend the RMG II General Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:

 

1.

Business Combination Proposal—RESOLVED, as an ordinary resolution, or the “Business Combination Proposal” or “Proposal No. 1,” that the Business Combination Agreement, dated as of February 24, 2021, as it may be amended from time to time, the “Business Combination Agreement,” a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, by and among RMG II, ReNew Power Private Limited, a company with limited liability incorporated under the laws of India, or “ReNew India,” Philip Kassin, solely in the capacity as the representative for the shareholders of RMG II, or the “RMG II Representative,” ReNew Energy Global plc (formerly known as ReNew Energy Global Limited), a public limited company registered in England and Wales with registered number 13220321, or “ReNew Global,” ReNew India Power Global Merger Sub, a Cayman Islands exempted company, or “Merger Sub,” and certain shareholders of ReNew India, or the “Major Shareholders,” pursuant to which several transactions will occur, and in connection therewith, ReNew Global will be the ultimate parent company of ReNew India and RMG II, or the “Business Combination,” and RMG II’s entry into the Business Combination Agreement and transactions contemplated thereby be confirmed, ratified and approved in all respects.

 

2.

The Merger Proposal—RESOLVED, as a special resolution, or the “Merger Proposal” or “Proposal No. 2,” that (i) RMG II be authorized to merge with Merger Sub with RMG II surviving, and all the undertakings, property and liabilities of Merger Sub vest in RMG II by virtue of the merger by virtue of the merger pursuant to the Companies Act (As Revised) of the Cayman Islands, (ii) the Plan of Merger in the form annexed to the proxy statement/prospectus in respect of the RMG II General Meeting as Annex B, or the “Plan of Merger,” be authorized, approved and confirmed in all respects and RMG II be authorized to enter into the Plan of Merger, (iii) the Plan of Merger be executed by any director of RMG II for and on behalf of RMG II and any director of RMG II or Maples, on behalf of Maples Corporate Services Limited, be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands, and (iv) all actions taken and any documents or agreements executed, signed or delivered prior to or after the date hereof by any director or officer of RMG II in connection with the Transactions be approved, ratified and confirmed in all respects.

 

3.

Memorandum and Articles of Association Proposal—RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of RMG II currently in effect be amended and restated substantially in the form of amended and restated memorandum and articles of association of RMG II, which is attached as an exhibit to the accompanying proxy statement/prospectus as Annex C, or the “Memorandum and Articles of Association Proposal” or “Proposal No. 3.” The amended and restated memorandum and articles of association present no material change from the current amended and restated memorandum and articles of association of RMG II.

 

4.

Adjournment Proposal—RESOLVED, as an ordinary resolution, to adjourn the RMG II General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to this


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  proxy statement/prospectus is provided to RMG II shareholders or, if as of the time for which the RMG II General Meeting is scheduled, there are insufficient RMG II Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the RMG II General Meeting, (B) in order to solicit additional proxies from RMG II shareholders in favor of the Business Combination Proposal, or (C) if RMG II shareholders redeem an amount of RMG II Class A Shares such that the condition, or the “Minimum Cash Condition,” to each party’s obligation to consummate the Business Combination that the amount of cash in the Trust Account (net of the aggregate amount of cash required to satisfy any exercise by RMG II shareholders of their right to have RMG II redeem their RMG II Class A Shares in connection with the Business Combination, or the “Cash Redemption Amount”) together with the proceeds from the PIPE Subscription, or the “PIPE Investment Amount,” (net of any unpaid RMG II Expenses as defined in the Business Combination Agreement) is not at least $650,000,000, or the “Adjournment Proposal” or “Proposal No. 4.”

The record date for the RMG II General Meeting for RMG II shareholders that hold their shares in “street name” is July 20, 2021. For RMG II shareholders holding their shares in “street name,” only shareholders at the close of business on that date may vote at the RMG II General Meeting or any adjournment thereof. For the avoidance of doubt, the record date does not apply to RMG II shareholders that hold their shares in registered form and are registered as shareholders in RMG II’s register of members. RMG II shareholders that hold their shares in registered form are entitled to one vote on each proposal presented at the RMG II General Meeting for each RMG II Ordinary Share held on the date of the RMG II General Meeting.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

 

   

RMG II will merge with and into Merger Sub, or the “Merger,” with RMG II as the surviving company in the merger and RMG II will become a wholly owned subsidiary of ReNew Global;

 

   

in connection with the Merger, (a) each RMG II Class A ordinary share and RMG II Class B ordinary share, or “RMG II Class A Shares” and “RMG II Class B Shares,” respectively and collectively, the “RMG II Ordinary Shares,” will be automatically exchanged for one ReNew Global Class A Share, or “ReNew Global Class A Shares,” (b) each outstanding warrant of RMG II will remain outstanding and will be automatically adjusted to entitle the holder to purchase 1.0917589 ReNew Global Class A Shares at a price of $11.50 per 1.0917589 shares, or “RMG II Adjusted Warrant”; and

 

   

following the Merger, subject to the terms and conditions set forth in the Business Combination Agreement, each Major Shareholder shall transfer their ReNew India Ordinary Shares to ReNew Global in exchange for a certain number and class of shares in ReNew Global, or the “Share Exchange,” as described in the Business Combination Agreement.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, RMG II and ReNew Global entered into Subscription Agreements, or the “Subscription Agreements,” with certain investors, or the “PIPE Investors,” pursuant to which the PIPE Investors agreed to subscribe for and purchase, and ReNew Global agreed to issue and sell to such PIPE Investors, an aggregate of 85,500,000 ReNew Global Class A Shares at $10.00 per share for gross proceeds of $855,000,000, or the “PIPE Subscription,” on the date of the Merger. The ReNew Global Class A Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. ReNew Global will grant the PIPE Investors certain registration rights in connection with the PIPE Subscription. The PIPE Subscription is contingent upon, among other things, the closing of the Business Combination.

The above matters are more fully described in this proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of ReNew Global, RMG II and ReNew India.

Pursuant to the RMG II amended and restated memorandum and articles of association, RMG II is providing its public shareholders with the opportunity to redeem, upon the closing of the Business Combination, RMG II


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Class A Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the Trust Account that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable, expenses relating to the administration of the trust account and limited withdrawals for working capital), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) of the RMG II IPO and certain of the proceeds of the sale of the Private Placement Warrants. Redemptions referred to herein will take effect as repurchases under the RMG II amended and restated memorandum and articles of association. The per-share amount RMG II will distribute to investors who properly redeem their RMG II Class A Shares will not be reduced by the aggregate deferred underwriting commission of $12,075,000 that RMG II will pay to the underwriters of the RMG II IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $345,011,212.31 as of July 20, 2021, the estimated per RMG II Class A Share redemption price would have been approximately $10.00. The redemption rights include the requirement that a holder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the RMG II Transfer Agent in order to validly redeem his, her or its shares. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding RMG II Class A Shares (i.e., in excess of 5,175,000 RMG II Class A Shares). RMG II has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold, but we are not permitted to redeem RMG II Class A Shares in an amount that would result in RMG II’s failure to have net tangible assets of at least $5,000,001. Each redemption of RMG II Class A Shares by RMG II’s public shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the Aggregate PIPE Proceeds (net of any unpaid RMG II Expenses as defined in the Business Combination Agreement) being at least $650,000,000.

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of RMG II Class A Shares by RMG II’s public shareholders, the Minimum Cash Condition is not met or is not waived, then each of ReNew India and the Major Shareholders may elect not to consummate the Business Combination. In addition, in no event will RMG II redeem the RMG II Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the RMG II amended and restated memorandum and articles of association. Holders of outstanding RMG II public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of RMG II’s public shareholders exercise their redemption rights with respect to their RMG II Class A Shares. For more information about the factors that affect the assumptions above, please see the section entitled “Beneficial Ownership of Securities.”

The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal and the Memorandum and Articles of Association Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.


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Approval of the Merger Proposal and the Memorandum and Articles of Association Proposal requires the affirmative vote of holders of at least two-thirds of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. Approval of the Business Combination Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the RMG II Ordinary Shares that are entitled to vote and are voted at the RMG II General Meeting. The RMG II Board recommends that you vote “FOR” each of these proposals.

 

By Order of the Board of Directors

 

Robert S. Mancini
Chairman of the Board of Directors

New York, New York

                , 2021


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     Page  

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     1  

FINANCIAL STATEMENT PRESENTATION

     2  

EXCHANGE RATE PRESENTATION

     3  

INDUSTRY AND MARKET DATA

     4  

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

     5  

FREQUENTLY USED TERMS

     6  

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

     19  

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE GENERAL MEETING

     22  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     39  

RMG II’S SELECTED HISTORICAL FINANCIAL INFORMATION

     54  

RENEW INDIA’S SELECTED HISTORICAL FINANCIAL INFORMATION

     57  

COMPARATIVE PER SHARE DATA

     62  

RISK FACTORS

     64  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     114  

EXTRAORDINARY GENERAL MEETING OF RMG II SHAREHOLDERS

     116  

THE BUSINESS COMBINATION PROPOSAL

     123  

THE MERGER PROPOSAL

     162  

MATERIAL TAX CONSIDERATIONS

     163  

RMG II AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION PROPOSAL

     179  

THE ADJOURNMENT PROPOSAL

     180  

INFORMATION RELATED TO RENEW GLOBAL

     181  

INFORMATION RELATED TO RMG II

     182  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RMG II’s FINANCIAL CONDITION AND RESULTS OF OPERATION

     195  

RENEW INDIA’S BUSINESS

     201  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RENEW INDIA’S FINANCIAL CONDITION AND RESULTS OF OPERATION

     256  

PROSPECTIVE OPERATIONAL AND UNAUDITED FINANCIAL INFORMATION OF RENEW INDIA

     284  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     290  

DESCRIPTION OF RENEW INDIA’S MATERIAL INDEBTEDNESS

     303  

MANAGEMENT OF RENEW GLOBAL FOLLOWING THE BUSINESS COMBINATION

     309  

BENEFICIAL OWNERSHIP OF SECURITIES

     324  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     329  

DESCRIPTION OF RENEW GLOBAL SECURITIES

     343  

COMPARISON OF SHAREHOLDERS’ RIGHTS

     354  

PRICE RANGE OF SECURITIES AND DIVIDENDS

     373  

APPRAISAL RIGHTS

     374  

ANNUAL MEETING SHAREHOLDER PROPOSALS

     375  

OTHER SHAREHOLDER COMMUNICATIONS

     376  

LEGAL MATTERS

     377  

EXPERTS

     378  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     379  

ENFORCEMENT OF JUDGMENTS

     380  

TRANSFER AGENT AND REGISTRAR

     381  

WHERE YOU CAN FIND MORE INFORMATION

     382  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

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ANNEXES

 

Annex A: Business Combination Agreement

     A-1  
Annex B: Form of the PIPE Subscription Agreement      B-1  
Annex C: Amended and Restated Articles of Association of RMG II      C-1  
Annex D: Plan of Merger      D-1  
Annex E: Articles of Association of ReNew Global      E-1  

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by ReNew Energy Global plc, or “ReNew Global,” which constitutes a prospectus of ReNew Global under Section 5 of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” with respect to the ReNew Global Shares to be issued to RMG shareholders, the RMG II Adjusted Warrants to be issued to RMG II Warrant holders and the ReNew Global Shares underlying such RMG II Adjusted Warrants if the Business Combination described herein is consummated. This document also constitutes a notice of the extraordinary general meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the “Exchange Act,” with respect to the extraordinary general meeting of RMG at which RMG shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.

Unless otherwise indicated, references to a particular “fiscal year” are to ReNew India’s fiscal year ended March 31 of that year. ReNew India’s fiscal quarters end on June 30, September 30 and December 31. After the Business Combination, ReNew Global’s financial year will end on March 31 each year and its fiscal quarters will be on June 30, September 30 and December 31.

References to a year other than a “Fiscal” or “fiscal year” are to the calendar year ended December 31. References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. References to “Indian Rupee,” “INR” and “Rs.” in this proxy statement/prospectus are to the Indian Rupee, the legal currency of India. References to “Euro” or “€” and “Pound Sterling” or “£” in this proxy statement/prospectus, are to each of the legal currency of the European Union, or the “EU,” and the United Kingdom, respectively. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this prospectus have been rounded to a single decimal place for the convenience of readers.

 

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FINANCIAL STATEMENT PRESENTATION

RMG II

The historical financial statements of RMG II were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.

ReNew India

ReNew India’s audited consolidated financial statements as of and for the years ended March 31, 2019, 2020 and 2021 included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards, or “IFRS,” as issued by the International Accounting Standards Board, or “IASB,” and are reported in Indian Rupees.

ReNew India refers in various places in this proxy statement/prospectus to non-IFRS financial measures, EBITDA and EBITDA margin which are more fully explained in “Selected Historical Financial Information—Other Financial Data”. The presentation of the non-IFRS information is not meant to be considered in isolation or as a substitute for ReNew India’s audited consolidated financial results prepared in accordance with IFRS.

ReNew Global

ReNew Global was incorporated on February 23, 2021 for the purpose of effectuating the transactions described herein. ReNew Global has no material assets and does not operate any businesses. Accordingly, no financial statements of ReNew Global have been included in this proxy statement/prospectus.

The Business Combination is made up of the series of transactions within the Business Combination Agreement as described elsewhere within this proxy statement/prospectus. The transactions will be accounted for as a reverse recapitalization, and acquisition accounting does not apply. Consequently, there will be no goodwill or other intangible assets recorded, in accordance with IFRS. Under reverse recapitalization, ReNew Global and RMG II will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the transactions will be treated as the equivalent of ReNew India issuing ordinary shares for the net assets of ReNew Global and RMG II at fair value, accompanied by a recapitalization.

Following the Business Combination, ReNew Global will qualify as a Foreign Private Issuer and will prepare its financial statements in accordance with IFRS as issued by IASB denominated in Indian Rupees. Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information that will be presented in this proxy statement/prospectus will be prepared in accordance with Article 11 of Regulation S-X and denominated in Indian Rupees.

 

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EXCHANGE RATE PRESENTATION

ReNew India reports its financial results in Indian Rupees and its functional currency is also Indian Rupees. Solely for the convenience of the reader, this proxy statement/prospectus contains translations of certain Indian Rupee amounts into U.S. Dollars at specified rates. Except as otherwise stated in this proxy statement/prospectus, all translations from Indian Rupees to U.S. Dollars are based on the rates of Rs. 73.5047 per $1.00 being the closing exchange rate published by the Reserve Bank of India as of March 31, 2021. No representation is made that the Indian Rupee amounts referred to in this proxy statement/prospectus could have been or could be converted into U.S. Dollars at such rates or any other rates.

 

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning ReNew India’s industry and the regions in which it operates, including ReNew India’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and reports provided to ReNew India (including reports from IHS Markit (defined below)). ReNew India commissioned IHS Markit to prepare and provide information relating to its industry, which has been extracted and included in this prospectus. ReNew India has not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which ReNew India believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While ReNew India believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. Forecasts and other forward-looking information obtained from third parties are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. In addition, assumptions and estimates of ReNew India’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operations” in this proxy statement/prospectus.

The IHS Markit reports, data and information referenced herein, or the “IHS Markit Materials,” are the copyrighted property of IHS Markit Ltd., and its subsidiaries, or “IHS Markit,” and represent data, research, opinions or viewpoints published by IHS Markit, and are not representations of fact. The IHS Markit Materials speaks as of the original publication date thereof and not as of the date of this document. The information and opinions expressed in the IHS Markit Materials are subject to change without notice and IHS Markit has no duty or responsibility to update the IHS Markit Materials. Moreover, while the IHS Markit Materials reproduced herein are from sources considered reliable, the accuracy and completeness thereof are not warranted, nor are the opinions and analyses which are based upon it. IHS Markit is a trademark of IHS Markit. Other trademarks appearing in the IHS Markit Materials are the property of IHS Markit or their respective owners.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

ReNew India and its respective subsidiaries own or have rights to trademarks and trade names that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks. All other trademarks or trade names appearing in this proxy statement/prospectus are, to ReNew Global’s knowledge, the property of their respective owners. Solely for convenience, in some cases, the trademarks and trade names referred to in this proxy statement/prospectus are listed without the applicable and symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks and trade names.

 

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FREQUENTLY USED TERMS

In this proxy statement/prospectus:

2020 Electricity Rules means the Electricity (Rights to Consumers) Rules, 2020.

2022 Masala Bonds” refers to the 10.629% Senior Secured Bonds due February 8, 2022, in an aggregate principal amount of Rs. 31,800,000,000 issued on February 17, 2017, and entered in to by ReNew Solar Energy (Karnataka) Private Limited, ReNew Solar Energy (TN) Private Limited, ReNew Wind Energy (Karnataka) Private Limited, ReNew Wind Energy (MP Two) Private Limited, ReNew Wind Energy (Rajkot) Private Limited, ReNew Wind Energy (Shivpur) Private Limited and ReNew Wind Energy (Welturi) Private Limited.

2022 Notes” refers to the 6.45% Senior Secured Notes due September 27, 2022, in an aggregate principal amount of $300,000,000 issued on September 12, 2019.

2024 Notes” refers to the 6.67% Senior Secured Notes due March 12, 2024, in an aggregate principal amount of $525,000,000 issued on March 12, 2019, March 26, 2019 and October 3, 2019, and entered in to by Kanak Renewables Limited, Rajat Renewables Limited, ReNew Clean Energy Private Limited, ReNew Saur Urja Private Limited, ReNew Solar Energy (Telangana) Private Limited, ReNew Wind Energy (Budh 3) Private Limited, ReNew Wind Energy (Devgarh) Private Limited and ReNew Wind Energy (Rajasthan 3) Private Limited.

2027 Notes” refers to the 5.875% Senior Secured Notes due March 5, 2027, in an aggregate principal amount of $450,000,000 issued on January 29, 2020.

2028 Notes” refers to the 4.50% Senior Secured Notes due July 14, 2028, in an aggregate principal amount of US$585,000,000 issued on April 14, 2021.

Adjournment Proposal” means the proposal by the RMG II Board to adjourn the RMG II General Meeting to a later date or dates, as specified under the section titled “The Adjournment Proposal.”

ADIA” means the Abu Dhabi Investment Authority.

Amended and Restated Warrant Agreement” means the amended and restated warrant agreement to be entered into by and between ReNew Global and Computershare in connection with Closing.

Amendment Bill” means the Electricity Act (Amendment) Bill, 2020.

AP Forecasting Regulations means The Andhra Pradesh Electricity Regulatory Commission Forecasting, Scheduling and Deviation Settlement of Solar and Wind Generation Regulations, 2017.

AP Solar Policy 2018” means the Andhra Pradesh Solar Power Policy, 2018.

AP Wind Policy” means the Andhra Pradesh Wind Power Policy, 2018.

APERC” means the Andhra Pradesh Electricity Regulatory Commission.

Approved Stock Exchange” means Nasdaq Stock Market.

APSLDC” means Andhra Pradesh State Load Dispatch Centre.

APSPDCL” means the Southern Power Distribution Company of Andhra Pradesh Limited.

APTEL” means the Appellate Tribunal for Electricity in India.

APTRANSCO” means Transmission Corporation of Andhra Pradesh Limited.

 

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As-Converted Basis” means that, to the extent that there are any CCPS in issue at the relevant time, the calculation of equity capital and voting rights is to be made assuming that all outstanding CCPSs have been converted into ReNew India Ordinary Shares applying the ratio of 0.90427 ReNew India Ordinary Shares for each CCPS;

AVVNL” means Ajmer Vidyut Vitran Nigam Ltd.

Barclays” means Barclays Capital, Inc.

BESCOM” means Bangalore Electricity Supply Company Limited.

BESS” means Battery Energy Storage Systems.

BG Petition” means a petition before APTEL, as further specified under the section titled “ReNew India’s Business—Legal Proceedings—Actions involving regulatory and statutory authorities.”

BofA Securities” means BofA Securities, Inc.

Business Combination” means the Merger, the Exchange and the other transactions contemplated by the Business Combination Agreement.

Business Combination Agreement” means the Business Combination Agreement, dated as of February 24, 2021, as it may be amended from time to time, by and among RMG II, the RMG II Representative, ReNew Global, Merger Sub, ReNew and the Major Shareholders.

Business Combination Agreement Parties” means RMG II, the RMG II Representative, ReNew Global, Merger Sub, ReNew and the Major Shareholders as defined in the Business Combination Agreement.

Business Combination Proposal” means the proposal by the RMG II Board to the RMG II Shareholders to approve the Business Combination and the Business Combination Agreement, as specified under the section titled “The Business Combination Proposal.”

Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in London (United Kingdom), New York (New York), Cayman Islands, Delhi (India) and Gurugram (India) are authorized or required by law to close.

Catch-Up Right” has the meaning specified under the section titled “Certain Relationships And Related Person TransactionsReNew India related party transactionsRegistration Rights, Coordination and Put Option Agreement—Registration Rights.”

Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

CCPS” means the Series A compulsorily and fully convertible preference shares of ReNew India having a par value of Rs. 425 per preference share of ReNew India.

CERC” means the Central Electricity Regulatory Commission in India.

CERC Connectivity & Access Regulations” means the Central Electricity Regulatory Commission (Grant of Connectivity, Long-term Access and Medium-term Open Access in inter-State Transmission and related matters) Regulations, 2009.

CERC Open Access Regulations” means the CERC (Open Access in Inter-State Transmission) Regulations, 2008.

 

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CERC Review Petition” means a review filed by RSPPL before the CERC, as specified in the section titled “ReNew India’s Business—Legal Proceedings—Actions involving regulatory and statutory authorities.”

CERC Transmission Charges Regulations 2020” means the Central Electricity Regulatory Commission (Sharing of Inter-State Transmission Charges and Losses) Regulations, 2020.

CESCOM” means Chamundeshwari Electricity Supply Corporation Limited.

Cleary” means Cleary Gottlieb Steen & Hamilton LLP.

Closing” means the consummation of the Transactions contemplated by the Business Combination Agreement.

Closing Date” means the date of closing of the Transactions as contemplated by the Business Combination Agreement.

Cognisa” means Cognisa Investment, a partnership firm established under the laws of India.

Commissioned Projects” or “Commissioned capacity” means projects for which a commissioning certificate has been issued and which have already started commercial operations and/or supply power to offtakers.

Committed Projects” or “Committed capacity” means projects for which a PPA has been signed for project development, or projects for which the bid has been won and a letter of award has been received.

Company” or “ReNew India” means ReNew Power Private Limited, a company with limited liability incorporated under the laws of India, and its subsidiaries, unless the context suggests otherwise.

Computershare” means Computershare Inc. and Computershare Trust Company, N.A.

CPCB” means The Central Pollution Control Board of India.

CPP Investments” means Canada Pension Plan Investment Board, a Canadian crown corporation organized and validly existing under the Canada Pension Plan Investment Board Act, 1997, c.40.

CTU” means Central Transmission Utility.

Date of Adoption” has the meaning specified under the section titled “Description of ReNew Global Securities”.

Default PFIC Regime” has the meaning specified under the section titled “United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations of the Ownership of ReNew Global Securities—Application of PFIC Rules to ReNew Global Shares and RMG II Adjusted Warrants.”

Distributions” has the meaning specified under the section titled “Description of ReNew Global Securities”.

Dodd-Frank Act” means the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act.

DTAA” means the Double Tax Convention between the U.K. and India, as amended by the MLI.

DTC” means the Depository Trust Company.

Effective Interest” means, with respect to a Shareholders Agreement Investor or a Significant Shareholder, as applicable, at a particular time of determination, the percentage equal to (a) (i) the total number of ReNew Global Class A Shares and ReNew Global Class C Shares, if any, held by such Shareholders Agreement Investor and its affiliates or such Significant Shareholders and its affiliates, as applicable, at such time, plus (ii) the number of

 

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ReNew Global Class A Shares that would have been issued to such Shareholders Agreement Investor and its affiliates or such Significant Shareholder and its affiliates, as applicable, had they exchanged the ReNew India Ordinary Shares, if any, that they continue to hold at such time for ReNew Global Class A Shares at the exchange ratio under the Business Combination Agreement (as proportionally adjusted for any share dividends, share combinations or consolidations, share splits, bonus issues or merger, consolidation or other reorganization or recapitalization effected with respect to ReNew Global Shares or ReNew India Ordinary Shares after the Closing), divided by (b) the ReNew Global Shares Deemed Outstanding at such time.

Electricity Act” means The Electricity Act, 2003.

Electricity Rules” means the Electricity Rules, 2005.

EPC” means engineering, procurement and construction.

ESG” means environmental, social and corporate governance.

ESMS” means Environmental and Social Management System.

EU” means the European Union.

Exchange” means the series of transactions immediately following the Merger by which the Major Shareholders will transfer ReNew India Ordinary Shares in exchange for the issuance by ReNew Global of ReNew Global Shares and/or the payment of cash pursuant to the terms of the Business Combination Agreement.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

F&S Regulations” means the Central Electricity Regulatory Commission (Deviation settlement Mechanism and related matters) Regulations, 2014.

FCPA” means the Foreign Corrupt Practices Act.

First PFIC Holding Year” has the meaning specified under the section titled “United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations of the Ownership of ReNew Global Securities—Application of PFIC Rules to ReNew Global Shares and RMG II Adjusted Warrants.”

FiT” means feed-in tariff.

Founder” means Mr. Sumant Sinha.

Founder Investors” means, collectively, the Founder, Cognisa and Wisemore.

Founder Investor Put Financing Issuance” has the meaning specified in the section titled “Certain Relationships And Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement.”

Founder Investors Ordinary Put Option” has the meaning specified in the section titled “Certain Relationships And Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement—Founder Investors’ Put Options.”

Founder Investor Put Options” has the meaning specified in the section titled “Certain Relationships And Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement—Founder Investors’ Put Options.”

 

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Founder Registrable Securities” has the meaning specified in the section titled “Certain Relationships And Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement.”

Fried Frank” means Fried, Frank, Harris, Shriver & Jacobson LLP.

GAAR” means General Anti-Avoidance Rules of the ITA

GBI Scheme” means Generation Based Incentive Scheme.

GESCOM” means Gulbarga Electricity Supply Company Limited.

Goldman Sachs India” means Goldman Sachs (India) Securities Private Limited, together with its subsidiaries and affiliates.

Grid Code” means the Central Electricity Regulatory Commission (Indian Electricity Grid Code) Regulations, 2010.

GSW” means GS Wyvern Holdings Limited, a company organized under the laws of Mauritius.

GSW Investors” means, collectively, GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, MBD 2011 Holdings, L.P., Bridge Street 2011, L.P., Bridge Street 2011 Offshore, L.P., West Street Energy Partners, L.P., West Street Energy Partners Offshore Holding-B, L.P., West Street Energy Partners Offshore, L.P., MBD 2013, L.P. and MBD 2013 Offshore, L.P.

GSW Priority Offering has the meaning specified under the section titled “Registration Rights, Coordination and Put Option Agreement—ReNew India related party transactions—Certain Relationships And Related Person Transactions.”

GSW Priority Offering Right” has the meaning specified under the section titled “Registration Rights, Coordination and Put Option Agreement—ReNew India related party transactions—Certain Relationships And Related Person Transactions.”

GSW Total Equity Interest” shall mean, with respect to GSW at a particular time of determination, the percentage equal to (a) the sum of (i) the number of ReNew India Ordinary Shares held by GSW at such time multiplied by 0.8289 (as proportionally adjusted for any share dividends, share combinations or consolidations, share splits, bonus issues or merger, consolidation or other reorganization or recapitalization effected with respect to the ReNew Global Shares or the ReNew India Ordinary Shares after the Closing), plus (ii) the number of ReNew Global Class A Shares and ReNew Global Class C Shares held by GSW at such time, divided by (b) the sum of (i) the number calculated pursuant to (a) above, plus (ii) the number of issued and outstanding ReNew Global Class A Shares as of such time that are held by persons other than GSW or any of its affiliates, plus (iii) the number of issued and outstanding ReNew Global Class C Shares as of such time, if any, that are held by persons other than GSW or any of its affiliates.

GUVNL” means Gujarat Urja Vikas Nigam Limited.

HESCOM” means Hubli Electricity Supply Company Limited.

HLNC” means High Level Negotiation Committee.

Hybrid Policy” means the National Wind-Solar Hybrid Policy.

Hybrid Projects Guidelines” means Guidelines for Tariff Based Competitive Bidding Process for procurement of power from Grid Connected Wind Solar Hybrid Projects, 2020.

IASB” means the International Accounting Standards Board.

IFC” means the International Finance Corporation.

IFRS” means the International Financial Reporting Standards, as issued by the IASB.

IHS Markit” means IHS Markit Ltd., and its subsidiaries.

 

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IHS Markit Materials” means the IHS Markit reports, data and information referenced herein.

INR” or “Rs.” or “Indian Rupees” means the lawful currency in India.

Interim Period” means the period between the date of the Business Combination Agreement and the earlier of (i) the Closing Date and (ii) termination of the Business Combination Agreement.

Investors” means, collectively, ReNew Global, Cognisa, the Founder, Wisemore, GSW, CPP Investments, Platinum Cactus, JERA and RMG Sponsor II.

ISTS” means inter-state transmission system.

ITA” means the Indian Income Tax Act, 1961.

JERA” means JERA Power RN B.V., a company organized under the laws of the Netherlands.

JUVNL” Jaipur Vidyut Vitran Nigam Limited.

Karnataka Solar Policy” means the Karnataka Solar Policy 2014-2021.

KERC” means the Karnataka Electricity Regulatory Commission.

Khaitan” means Khaitan & Co LLP.

KPMG” means KPMG India Services LLP.

KREDL” means The Karnataka Renewable Energy Development Limited.

Land Acquisition Act” means the Land Acquisition, Rehabilitation and Resettlement Act, 2013.

Latham” means Latham & Watkins LLP.

LOA” means Letter of Award.

LTA Petition” means a petition filed against the SECI and others before the CERC by ReNew Wind Energy (TN) Private Limited, as specified under the section titled “Actions involving regulatory and statutory authorities—Legal Proceedings—ReNew Indias Business.”

Maples” means Maples and Calder (Cayman) LLP.

Major Shareholders” means GSW, CPP Investments, Platinum Cactus, SACEF, JERA, Wisemore, Cognisa and the Founder.

Major Shareholders Representatives” means each of GSW, CPP Investments, Platinum Cactus and the Founder.

MAT” means the minimum alternate tax under the Income Tax Act, 1961.

Material Adverse Effect” has the meaning specified under the section titled “Material Adverse Effect—The Business Combination Agreement—The Business Combination Proposal.”

McGriff” means McGriff Insurance Services, Inc.

MERC” means Maharashtra Electricity Regulatory Commission, Mumbai.

 

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Merger” means the merger pursuant to the terms of the Business Combination Agreement and the Plan of Merger whereby Merger Sub will merge into RMG II, with RMG II continuing as the surviving entity.

Merger Sub” means ReNew Power Global Merger Sub, a Cayman Islands exempted company.

MESCOM” means Mangalore Electricity Supply Company Limited.

Minimum Cash Condition” means the condition that the amount of cash in the Trust Account together with the PIPE Investment Amount be at least $650,000,000 in order for ReNew and the Major Shareholders to be obliged to consummate the Business Combination.

MLI” means measures relating to the tax treatment of multinationals proposed by the Organization for Economic Co-operation and Development, some of which are implemented by amending double tax treaties through the multilateral convention to implement tax treaty related measures to prevent base erosion and profit shifting.

MNRE Guidelines” means the Guidelines for Development of Onshore Wind Power Projects, 2016.

MoEF&CC” means the Ministry of Environment, Forest and Climate Change.

Morgan Stanley” means Morgan Stanley & Co. LLC, Morgan Stanley India Company Private Limited and their affiliates.

Morrow Sodali” means Morrow Sodali LLC, proxy solicitor to RMG II.

MPERC Forecasting Regulations” means The Madhya Pradesh Electricity Regulatory Commission (Forecasting, Scheduling, Deviation Settlement Mechanism and Related Matters of Solar and Wind Generating stations) Regulations, 2018.

MPPMCL” means Madhya Pradesh Power Management Company Limited.

MP Wind Policy” means the Wind Power Project Policy, 2012, as amended, adopted by the Government of Madhya Pradesh.

MSEDCL” means Maharashtra State Electricity Distribution Company Limited.

MSLDC” means Maharashtra State Load Dispatch Centre.

NAPCC” means the National Action Plan on Climate Change.

NDA” means Nishith Desai Associates.

NEP” means the National Electricity Policy.

Non-UK Holders” means the holders of ReNew Global Shares and/or RMG II Adjusted Warrants that are not residents of the UK for tax purposes, as further specified under the section titled “Material Tax Considerations—Material United Kingdom Tax Considerations.”

NSM” means the National Solar Mission.

NTP 2016” means National Tariff Policy, 2016.

NTPC” means NTPC Limited (formerly National Thermal Power Corporation Limited).

O&M” means Operations and Maintenance.

 

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OAPL” means Ostro Anantapur Private Limited.

OEM” means Original Equipment Manufacturer.

Petition” has the meaning assigned to it in each separate instance in the section titled “ReNew India’s Business—Legal Proceedings.”

PFIC” means passive foreign investment company.

PGCIL” means Power Grid Corporation of India Limited.

PIPE Investment” means the issuance and sale by ReNew Global, to the PIPE Investors, of an aggregate of 85,500,000 ReNew Global Class A Shares at $10.00 per share for gross proceeds of $855,000,000.

PIPE Investment Amount” means the aggregate of gross proceeds, $855,000,000, from the PIPE Investment.

PIPE Investor” means those certain investors who entered into Subscription Agreements with ReNew Global and RMG II.

Plan of Merger” means the Plan of Merger in the form annexed to the proxy statement/prospectus in respect of the general meeting as Annex B.

Platinum Cactus” means Platinum Cactus A 2019 Trust, a trust established under the laws of the Abu Dhabi Global Market.

POEM” means Place of Effective Management.

POSOCO” means Power System Operation Corporation Limited.

PPA” means Power Purchase Agreement.

Project” has the meaning assigned to it in each separate instance in the section titled “ReNew India’s Business—Legal Proceedings.”

PTC” means PTC India Limited.

Put Shares” has the meaning specified in the section titled “Founder Investors’ Put Options—Registration Rights, Coordination and Put Option Agreement—ReNew India related party transactions—Certain Relationships And Related Person Transactions.”

QCAs” means Qualified Coordinating Agencies.

QEF” means Qualified Electing Fund.

QEF Election” means a qualified electing fund election under Section 1295 of the U.S. Internal Revenue Code.

RBI” means the Reserve Bank of India.

REC” means Renewable Energy Certificate.

REC Regulations” means the Central Electricity Regulatory Commission (Terms and Conditions for Recognition and Issuance of Renewable Energy Certificate for Renewable Energy Generation) Regulations, 2010.

 

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Redemption Price” means a per-share redemption price payable in cash equal to the aggregate amount then on deposit in the Trust Account divided by the total number of then issued and outstanding RMG II Class A Shares, calculated as of two business days prior to the consummation of the Business Combination in accordance with the RMG II’s memorandum and articles of association dated December 9, 2020.

Registrable Securities” means the Founder Registrable Securities and the Significant Shareholder Registrable Securities together.

Registration Rights, Coordination and Put Option Agreement” means the registration rights, coordination and put option agreement contemplated by the Business Combination Agreement, and entered into by ReNew Global, the Significant Shareholders, the Founder Investors and ReNew India at Closing.

Related Agreements” means certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, as specified in the section titled “Related AgreementsThe Business Combination Proposal.”

ReNew Global” means ReNew Energy Global plc (formerly known as ReNew Energy Global Limited), a public limited company registered in England and Wales with registered number 13220321.

ReNew Global Board” means the board of directors of ReNew Global.

ReNew Global A&R Articles” means the amended and restated memorandum and articles of association of ReNew Global to be submitted to ReNew Global’s shareholders and adopted prior to, and effective as of, the Closing.

ReNew Global Cash Consideration” means the amount in cash paid by ReNew Global to certain Major Shareholders in exchange for the transfer of certain ReNew India Ordinary Shares as further specified in the section titled “The Business Combination Proposal—The Business Combination Agreement—General Description of the Transactions—The Exchange.”

ReNew Global Class A Shares” means the Class A ordinary shares of ReNew Global, having the conditions and rights set out in the ReNew Global Shareholders Agreement.

ReNew Global Class B Shares” means the Class B ordinary shares of ReNew Global, having the conditions and rights set out in the ReNew Global Shareholders Agreement.

ReNew Global Class C Shares” means the Class C ordinary shares of ReNew Global, having the conditions and rights set out in the ReNew Global Shareholders Agreement.

ReNew Global Class D Shares” means the Class D ordinary shares of ReNew Global, having the conditions and rights set out in the ReNew Global Shareholders Agreement.

ReNew Global Shareholders Agreement” means the shareholders agreement relating to ReNew Global to be entered into among ReNew Global and each Investor on the Closing Date.

ReNew Global Shares” means, collectively, ReNew Global Class A Shares, ReNew Global Class B Shares, ReNew Global Class C Shares and ReNew Global Class D Shares.

ReNew Global Shares Deemed Outstanding” means, at a particular time of determination, (a) the total number of ReNew Global Class A Shares and ReNew Global Class C Shares issued and outstanding at such time, plus (b) the total number of ReNew Global Class A Shares that would have been issued to the Founder Investors, GSW and CPP Investments and their respective affiliates if the Founder Investors, GSW and CPP Investments

 

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and their respective affiliates had exchanged the ReNew India Ordinary Shares that they continue to hold at such time for ReNew Global Class A Shares at the exchange ratio under the Business Combination Agreement (as proportionally adjusted for any share dividends, share combinations or consolidations, share splits, bonus issues or merger, consolidation or other reorganization or recapitalization effected with respect to ReNew Global Shares or ReNew India Ordinary Shares after the Closing).

ReNew India” means ReNew Power Private Limited and its subsidiaries, unless the context otherwise requires.

ReNew India Distributions” has the meaning specified under the section titled “Description of ReNew Global Securities”.

ReNew India Exchanged Conversion Shares” means the ReNew India Ordinary Shares to be issued upon conversion of the CPPS.

ReNew India Ordinary Shares” means the equity shares in the issued, subscribed and paid-up share capital of the Company having a par value of Rs. 10 each.

Restricted CPP Investments Group” means the investment group within CPP Investments administratively referred to, as of the date of the Business Combination Agreement, as the ‘Fundamental Equities Asia’ group of CPP Investments (but not including its direct or indirect portfolio companies, investee entities, investee funds or other investments). For the avoidance of doubt, the Restricted CPP Investments Group will not include any other investment group of CPP Investments (including the “Credit Investments” group or its credit investments).

Riverside” means Riverside Management Group, LLC.

RMG Sponsor II” means RMG Sponsor II, LLC.

RMG II” means RMG Acquisition Corporation II, a Cayman Islands exempted company.

RMG II A&R Articles” means the amended and restated articles of association of RMG II, substantially in the form attached as Exhibit F of the Business Combination Agreement.

RMG II Adjusted Warrant” means a warrant to purchase 1.0917589 whole ReNew Global Class A Shares.

RMG II Board” means the board of directors of RMG II.

RMG II Class A Shares” means the Class A ordinary shares of RMG II, par value $0.0001 per share.

RMG II Class B Shares” means the Class B ordinary shares of RMG II, par value $0.0001 per share.

RMG II Founder Shares” means an aggregate of 8,625,000 RMG II Class B Shares subscribed to by RMG Sponsor II, as specified under the section title “Introduction—Information Related To RMG II.”

RMG II General Meeting” means the extraordinary general meeting of shareholders of RMG II to be held for the purpose of approving the proposals set out in this proxy statement/prospectus.

RMG II Private Warrant” means a warrant entitling RMG Sponsor II to purchase one RMG II Class A Share per warrant, pursuant to the terms of the Sponsor Warrant Purchase Agreement.

RMG II Public Warrant” means a warrant entitling the holder to purchase one RMG II Class A Share per warrant, pursuant to the terms of the Warrant Agreement.

RMG II Representative” means Mr. Philip Kassin.

 

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RMG II Securities” means, collectively, the RMG II Shares and the RMG II Warrants.

RMG II Shareholder Approval” means (i) with respect to the Merger Proposal and the Memorandum and Articles of Association Proposal, both special resolutions under Cayman Islands law, being the affirmative vote of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the RMG II General Meeting; (ii) with respect to the Business Combination Proposal and the Adjournment Proposal, both ordinary resolutions under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the RMG II General Meeting; and (iii) with respect to any other Proposals proposed to the shareholders of RMG II, the requisite approval required under the organizational documents of RMG II, the Cayman Companies Act or other applicable law.

RMG II Shareholders” means the holders of RMG II Shares.

RMG II Shares” means, collectively, the RMG II Class A Shares and RMG II Class B Shares.

RMG II Transfer Agent means Continental Stock Transfer & Trust Company.

RMG II Units” means the units issued by RMG II, each consisting of one share of RMG II Class A Shares and one-third of one RMG II Public Warrant.

RMG II Warrants” means, collectively, the RMG II Public Warrants and RMG II Private Warrants.

Ropes” means Ropes & Gray LLP.

RPO” means Renewable Purchase Order.

RREC” means Rajasthan Renewable Energy Corporation Limited.

RSPPL” means ReNew Solar Power Private Limited, a subsidiary of the Company.

SACEF” means GEF SACEF India, a private company limited by shares incorporated under the laws of Mauritius.

SCADA” means supervisory control and data acquisition.

SDRT” means Stamp Duty Reserve Tax.

SECI” means Solar Energy Corporation of India Ltd.

SECI Annuity Petitions” has the meaning specified in the section titled “ReNew India’s Business—Legal Proceedings—Actions involving regulatory and statutory authorities.”

Second Anniversary Date” means the date that is two years following the Closing Date.

SERC” means State Electricity Regulatory Commission.

Shareholders Agreement” means the shareholders agreement to be entered into at the Closing, by and among ReNew Global and each Shareholders Agreement Investor, pursuant to, and on the terms and subject to the conditions of, which such parties will regulate their relationship with respect to each other following the Closing, in connection with ReNew Global.

Shareholders Agreement Investors” means each of the Founder Investors, GSW, CPP Investments, Platinum Cactus, JERA and RMG Sponsor II.

 

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Significant Shareholder Registrable Securities” has the meaning specified in the section titled “Registration Rights, Coordination and Put Option Agreement—ReNew India related party transactions—Certain Relationships And Related Person Transactions.”

Significant Shareholders” means each of GSW, CPP Investments, Platinum Cactus, JERA, SACEF and RMG II.

Skadden” means Skadden, Arps, Slate, Meagher & Flom LLP.

SPAC” means special purpose acquisition company.

Sponsor Warrant Purchase Agreement” means that certain Sponsor Warrants Purchase Agreement, dated as of December 9, 2020, among RMG II and RMG Sponsor II.

Subsidiary” means, with respect to any person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

Takeover Code” means the U.K. City Code on Takeovers and Mergers.

Takeover Panel” means the Panel on Takeovers and Mergers.

Tax Return” means any return, report, statement, refund, claim, declaration, information return, statement, estimate or other document filed or required to be filed with respect to taxes, including any schedule or attachment thereto and including any amendments thereof.

TANGEDCO” means Tamil Nadu Generation and Distribution Corporation.

Tariff 2006” means the Tariff Policy on January 6, 2006.

Tariff Regulations 2017” means the Central Electricity Regulatory Commission (Terms and Conditions for Tariff Determination from Renewable Energy Sources) Regulations, 2017.

Tariff Regulations 2020” means the Central Electricity Regulatory Commission (Terms and Conditions of Tariff Determination from Renewable Energy Sources) Regulations, 2020

Transactions” means the series of transactions contemplated by the Business Combination Agreement, including the Merger and the Exchange.

Transfer Agent” means Computershare Trust Company, N.A.

Trust Account” means the U.S.-based trust account maintained by the Trustee pursuant to the Investment Management Trust Agreement, dated December 9, 2020, by and between RMG II and the Trustee.

Trustee” means Continental Stock Transfer & Trust Company.

TSNPDCL” means The Northern Power Distribution Company of Telangana Limited.

TSSPDL” means Telangana State Southern Power Distribution Company Limited.

TUV” means TUV Rheinlander India Pvt. Ltd.

 

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UDAY” means Ujwal Discom Assurance Yojana.

UK” means the United Kingdom.

U.K. Companies Act” means The U.K. Companies Act 2006.

US” means the United States of America.

U.S. GAAP” means United States generally accepted accounting principles or Indian generally accepted accounting principles, consistently applied.

U.S. Holder” means a beneficial owner of RMG II Shares or RMG II Warrants who or that is, for U.S. federal income tax purposes:

 

   

an individual citizen or resident of the United States,

 

   

a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia,

 

   

an estate whose income is subject to U.S. federal income tax regardless of its source, or

 

   

a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

VAT” means Value Added Tax.

Voting Agreement” means the voting agreement contemplated by the Business Combination Agreement and entered into by ReNew Global, ReNew India, GSW, CPP Investments and the Founder Investors at the Closing.

Warrant Agreement” means that certain Warrant Agreement, dated as of December 9, 2020, between RMG II and the Trustee.

Wind Power Guidelines” means the Revised Guidelines for Wind Power Projects.

Wisemore” means Wisemore Advisory Private Limited.

$” or “U.S. Dollar” means the lawful currency of the United States of America.

 

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

Parties to the Business Combination

RMG II, the RMG II Representative, ReNew India, ReNew Global, Merger Sub and the Major Shareholders are parties to the Business Combination Agreement.

The Business Combination

Prior to the completion of the transactions contemplated by the Business Combination Agreement, (i) Merger Sub shall be a wholly-owned subsidiary of ReNew Global and (ii) ReNew Global shall be an independent entity wholly-owned by a third party. At Closing, pursuant to the terms of the Business Combination Agreement, (i) Merger Sub will merge with and into RMG II, with RMG II surviving, or the “Merger,” and (ii) immediately after the Merger, the Major Shareholders will transfer, and ReNew Global will acquire, ReNew India Ordinary Shares in exchange for the issuance of ReNew Global Shares and/or the payment of cash to the Major Shareholders, or the “Exchange.” See “The Business Combination Proposal—The Business Combination Agreement—General Description of the Transactions.”

The Merger

As a result of the Merger, at the Merger Effective Time (i) all the assets and liabilities of RMG II and Merger Sub shall vest in and become the assets and liabilities of RMG II as the surviving company, and RMG II shall thereafter exist as a wholly-owned subsidiary of ReNew Global, (ii) each share of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and shall cease to exist, (iii) the board of directors and executive officers of Merger Sub shall resign, and the board of directors and executive officers of RMG II shall be as determined among RMG II, ReNew India and ReNew Global, (iv) RMG II’s memorandum and articles of association shall be amended and restated to read in their entirety in the form attached to this proxy statement/prospectus as Annex B and (v) each issued and outstanding RMG II Security immediately prior to the Merger Effective Time shall be cancelled in exchange for, among other things, the issuance of certain ReNew Global Shares as set out below. In consideration for the Merger, (i) each RMG II Unit issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one RMG II Class A Share and one-third of an RMG II Warrant, subject to certain conditions and (ii) immediately following the separation of each RMG II Unit each (a) RMG II Class A Share issued and outstanding immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of one ReNew Global Class A Share and (b) RMG II Class B Share issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one RMG II Class A Share pursuant to RMG II’s organizational documents and cancelled in exchange for the issuance of one ReNew Global Class A Share, and, in each case, the allotment by ReNew Global of ReNew Global Class A Shares and ReNew Global Class C Shares to holders of ReNew India Ordinary Shares, and (c) immediately following such cancellation, RMG II shall issue 43,125,000 RMG II Class A Shares to ReNew Global in consideration for the ReNew Global Class A Shares issued by ReNew Global and (d) each RMG II Warrant shall remain outstanding, but shall be automatically adjusted to become a warrant to purchase 1.0917589 whole ReNew Global Class A Shares, each, a “RMG II Adjusted Warrant,” which shall be subject to the terms and conditions set forth in the Amended and Restated Warrant Agreement to be executed in connection with the Business Combination (including any repurchase rights and cashless exercise provisions), which shall provide that each RMG II Adjusted Warrant will be exercisable (or will become exercisable in accordance with its terms) for 1.0917589 ReNew Global Class A Shares.

Immediately following the Merger Effective Time but before the Closing Date, RMG II shall extend a loan to ReNew Global in an aggregate principal amount equal to the value of substantially all of RMG II’s assets on such terms to be agreed between ReNew Global and RMG II, with the prior written consent of ReNew India.

 

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The Exchange

Following the Merger, subject to the terms and conditions set forth in the Business Combination Agreement, each Major Shareholder shall transfer their ReNew India Ordinary Shares to ReNew Global as consideration and in exchange for (i) the issuance of a certain number and class of ReNew Global Shares and/or (ii) the payment by ReNew Global to certain Major Shareholders of the ReNew Global Cash Consideration, as set out below.

 

    Number of
ReNew India
Ordinary
Shares to be
Transferred
on the

Closing Date
    ReNew Global Shares to be issued
on the Closing Date
    Number of
ReNew India
Ordinary
Shares to be
Transferred
after the
Closing Date
    ReNew Global Shares to be issued
post-Closing Date
    ReNew
Global Cash
Consideration
(US$)
    Exchange
Ratio: No.
of ReNew
Global
Shares per
ReNew
India
Ordinary
Shares
    Exchange
Ratio: No. of
ReNew
Global
Shares per
ReNew India
Ordinary
Shares
 
Investor   ReNew
Global
Class A
Shares
    ReNew
Global
Class B
Shares
    ReNew
Global
Class C
Shares
    ReNew
Global
Class D
Shares
    ReNew
Global

Class A
Shares
    ReNew
Global
Class B
Shares
    ReNew
Global

Class C
Shares
    ReNew
Global
Class D
Shares
 

GSW(3)

    184,709,600       21,766,529       —         105,441,472       —         14,825,749       —         —         12,289,241       —         242,000,000       0.8197       0.8289  

CPP Investments

    61,608,099       41,867,691       —         —         1       14,893,835       12,345,678       —         —         —         92,000,000       0.8289       0.8289  

Platinum Cactus

    75,244,318 (1)      53,370,916 (2)      —         —         —         —         —         —         —         —         90,000,000       0.8289       0.8289  

JERA

    34,411,682       28,524,255       —         —         —         —         —         —         —         —         —         0.8289      
Not
applicable
 
 

Founder
Investors

    7,479,685       —         1       —         —         —         —         —         —         —         62,000,000      
Not
applicable
 
 
   
Not
applicable
 
 

RMG

   
Not
applicable
 
 
    8,625,000       —         —         —         —         —         —         —         —         —        
Not
applicable
 
 
   
Not
applicable
 
 

SACEF

    12,375,767       8,858,421       0       0       0       —         —         —         —         —         14,000,000       0.8289      
Not
applicable
 
 

Total

      163,012,812       1       105,441,472       1         12,345,678       —         12,289,241       —         500,000,000      

 

(1)

This includes 14,756,514 ReNew India Ordinary Shares from the conversion of 16,318,729 CCPS, and assumes that Platinum Cactus will have converted all 16,318,729 CCPS into ReNew India Ordinary Shares on or before the Closing Date.

(2)

This assumes that Platinum Cactus will have converted all 16,318,729 CCPS into ReNew India Ordinary Shares on or before the Closing Date.

(3)

Under the Business Combination Agreement, GSW jas the right to elect the class of ReNew Global shares it will receive by providing a notice up to two business days prior to Closing.

Conditions to Closing

In addition, unless waived by the parties to the Business Combination Agreement, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. See the section titled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.”

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated and the transactions contemplated therein may be abandoned under certain customary and limited circumstances at any time prior to Closing: (i) by written consent of ReNew India, RMG II and each of the Major Shareholders Representatives, (ii) by RMG II if there is a Terminating Company Breach (as defined in the Business Combination Agreement), subject to a cure period, (iii) by ReNew India and each of the Major Shareholders Representatives if there is a Terminating RMG II Breach (as defined in the Business Combination Agreement), subject to a cure period, (iv) by RMG II or by ReNew India and each of the Major Shareholders Representatives if consummation of the Transactions is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation (provided that the terminating party shall not have been the primary cause of thereof), or (v) by any party if the Business Combination Agreement fails to receive the RMG II Shareholder Approval at the RMG II General Meeting. In addition, the Business Combination Agreement shall automatically terminate if Closing has not occurred on or before August 31, 2021 (or such later date as agreed to in writing between RMG II and the holders of not less than 85% of the aggregate of ReNew India Ordinary Shares and CCPS (prior to the amendment thereof pursuant to Business Combination Agreement and assuming a conversion ratio of 1:1) on a fully diluted basis as of the date of the Business Combination Agreement). See the section titled “The Business Combination Proposal—The Business Combination Agreement—Termination.”

 

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Amendment to the Business Combination Agreement

On May 17, 2021, the parties to the Business Combination Agreement agreed to amend certain terms of the Business Combination Agreement. Such terms included (i) certain exchange mechanics relating to the RMG II Shares, (ii) certain amendments to the HMRC and DTC confirmation and clearance procedures as a joint covenant between the parties and a condition to Closing, (iii) the conversion ratio for the ReNew Global Class C Shares exchanged post-Closing, (iv) the removal of SACEF as a party to the Shareholders Agreement and (v) the notification by ReNew Global and RMG II pre-Closing as to updated estimates of transaction expenses. Please see the section titled “The Business Combination Proposal – The Business Combination Agreement – Amendment to the Business Combination Agreement.

The ReNew Global Board Structure

During the period commencing on the Closing Date until the Second Anniversary Date, the board of directors of ReNew Global shall be composed of up to 11 directors, six of whom shall be independent directors (including at least two female independent directors). On or following the Closing Date, pursuant to the terms and conditions of the ReNew Global Shareholders Agreement, each of the Founder Investors, GSW, Platinum Cactus, CPP Investments and RMG II shall be entitled to appoint one director. See “Management of ReNew Global Following the Business Combination.”

Organizational Structure

See the section titled “The Business Combination Proposal—Organizational Structure” for an illustration of the ownership structure of ReNew India and RMG II immediately prior to the consummation of the Business Combination and the ownership structure of ReNew Global immediately following the consummation of the Business Combination.

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE RMG II GENERAL MEETING

 

Q. Why am I receiving this proxy statement/ prospectus?

A. RMG II, ReNew India, ReNew Global and other parties have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement provides that, among other things, in connection with the Closing, the parties thereto will undertake a series of Transactions pursuant to which (i) Merger Sub will merge with and into RMG II, with RMG II surviving, pursuant to the Merger and (ii) immediately after, the Major Shareholders will transfer, and ReNew Global will acquire, ReNew India Ordinary Shares in exchange for the issuance of ReNew Global Shares and/or the payment of the ReNew Global Cash Consideration to the Major Shareholders, pursuant to the Exchange.

 

  This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the RMG II General Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

 

Q. What is being voted on at the RMG II General Meeting?

A. The RMG II Shareholders are being asked to vote to adopt the Business Combination Agreement and the Plan of Merger and approve the Transactions contemplated thereby. See the sections titled “The Business Combination Proposal” and “The Merger Proposal”.

 

  The RMG II Shareholders are also being asked to vote to change the authorized share capital of RMG II as a result of the Merger and adopt the RMG II A&R Articles substantially in the form attached as Annex B to this proxy statement/prospectus. See the section titled “Amended and Restated Memorandum and Articles of Association Proposal”.

 

  The RMG II Shareholders may also be asked to consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes to authorize RMG II to consummate the Business Combination and each other matter to be considered at the RMG II General Meeting or if holders of the RMG II Class A Shares have elected to redeem an amount of RMG II Class A Shares such that the Minimum Cash Condition would not be satisfied. See the section entitled “The Adjournment Proposal.

 

  RMG II will hold the RMG II General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the RMG II General Meeting. RMG II Shareholders should read it carefully.

 

  The vote of the RMG II Shareholders is important. The RMG II Shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

 

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Q. Why is RMG II proposing the Business Combination?

A. RMG II was incorporated on July 28, 2020 in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. In evaluating potential business combination opportunities, RMG II generally looked for potential business combination targets that had compelling growth potential and a combination of certain characteristics described in “The Business Combination Proposal—Background of the Business Combination”.

 

  On December 14, 2020, RMG II consummated its Initial Public Offering of 34,500,000 RMG II Units (including the full exercise of the underwriters’ over-allotment option), with each RMG II Unit consisting of one RMG II Class A Share and one-third of one RMG II Public Warrant to purchase one RMG II Class A Share at a price of $11.50 commencing on the later of (i) 30 days after completion of an initial business combination or (ii) 12 months from the closing of the Initial Public Offering. The RMG II Units from the Initial Public Offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $345 million. Simultaneously with the consummation of its Initial Public Offering and the exercise of the underwriters’ over-allotment option, RMG II consummated the private placement of 7,026,807 RMG II Private Warrants at $1.50 per warrant generating gross proceeds of $10,540,211. A total of $345 million was deposited into the trust account, and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. Since the Initial Public Offering, RMG II’s activity has been limited to the evaluation of business combination candidates.

 

  ReNew India is the largest utility-scale renewable energy solutions provider in India in terms of total commissioned capacity. It operates wind and solar energy projects in India and, as of March 31, 2021, had a total commissioned capacity of 5.60 GW and an additional 4.26 GW of committed capacity which is expected to be commissioned by the year ending March 31, 2023. ReNew India was founded in 2011 and are committed to drive a change in India’s energy portfolio by delivering cleaner and smarter energy solutions. ReNew India commenced operations in 2012 and its portfolio has grown from a 25.20 MW wind energy project in the state of Gujarat in India to more than 100 wind and solar energy projects with a commissioned and committed capacity of 9.86 GW across nine states in India.

 

 

In evaluating the Business Combination, RMG II’s Board consulted with RMG II’s management and legal and financial advisors. RMG II’s Board reviewed various industry and financial data in order to determine that the consideration to be paid was reasonable and that the Business Combination was in the best interests of the RMG II Shareholders. The financial data reviewed included the historical and

 

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projected consolidated financial statements of ReNew India, comparable publicly traded company multiple analyses prepared by management, a discounted cash flow analysis and a run-rate multiples analysis based on a March 2023 fiscal year-end, fully built-out portfolio prepared by management. The RMG II Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to approve the entry into the Business Combination Agreement and the Transactions contemplated thereby, including but not limited to, the material factors described in the section entitled “The Business Combination—RMG II Board’s Reasons for the Business Combination”.

 

Q. What will happen in the Business Combination?

Prior to the completion of the transactions contemplated by the Business Combination Agreement, (i) Merger Sub shall be a wholly-owned subsidiary of ReNew Global and (ii) ReNew Global shall be an independent entity wholly-owned by a third-party. At Closing, pursuant to the terms of the Business Combination Agreement, (i) Merger Sub will merge with and into RMG II, with RMG II surviving and (ii) immediately after the Merger, the Major Shareholders will transfer, and ReNew Global will acquire, ReNew India Ordinary Shares in exchange for the issuance of ReNew Global Shares and/or the payment of ReNew Global Cash Consideration.

 

  As a result of the Merger, at the Merger Effective Time (i) all the assets and liabilities of RMG II and Merger Sub shall vest in and become the assets and liabilities of RMG II as the surviving company, and RMG II shall thereafter exist as a wholly-owned subsidiary of ReNew Global, (ii) each share of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and shall cease to exist, (iii) the board of directors and executive officers of Merger Sub shall resign, and the board of directors and executive officers of RMG II shall be as determined among RMG II, ReNew India and ReNew Global, (iv) RMG II’s memorandum and articles of association shall be amended and restated to read in their entirety in the form attached to this proxy statement/prospectus as Annex C and (v) each issued and outstanding RMG II Security immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of certain ReNew Global Shares as set out below.

 

  In consideration for the Merger, (i) each RMG II Unit issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one RMG II Class A Share and one-third of an RMG II Warrant, subject to certain conditions and (ii) immediately following the separation of each RMG II Unit:

 

   

each RMG II Class A Share issued and outstanding immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of one ReNew Global Class A Share;

 

   

each RMG II Class B Share issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted

 

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into one RMG II Class A Share pursuant to RMG II’s organizational documents and cancelled in exchange for the issuance of one ReNew Global Class A Share and, in each case, the allotment by ReNew Global of ReNew Global Class A Shares and ReNew Global Class C Shares to holders of ReNew India Ordinary Shares;

 

   

immediately following such cancellation, RMG II shall issue 43,125,000 RMG II Class A Shares to ReNew Global in consideration for the ReNew Global Class A Shares issued by ReNew Global; and

 

   

each RMG II Warrant shall remain outstanding, but shall be automatically adjusted to become an RMG II Adjusted Warrant (i.e., a warrant to purchase 1.0917589 whole ReNew Global Class A Shares).

 

  Following the Merger, subject to the terms and conditions set forth in the Business Combination Agreement, including ReNew Global having obtained a report in relation to the issuance of any ReNew Global Shares pursuant to the Exchange if required to comply with section 593 of the U.K. Companies Act, each Major Shareholder shall transfer their ReNew India Ordinary Shares to ReNew Global as consideration and in exchange for (i) the issuance of a certain number and class of ReNew Global Shares and/or (ii) the payment by ReNew Global to certain Major Shareholders of the ReNew Global Cash Consideration, in each case as set out in the Business Combination Agreement.

 

  See “Summary of the Material Terms of the Business Combination—The Exchange” for further details.

 

Q. Will the management of ReNew India change in the Business Combination?

The current executive officers of ReNew India, Mr. Sumant Sinha. Mr. Balram Mehta, Mr. D Muthukumaran, Mr. Mayank Bansal and Mr. Sanjay Varghese, are expected to continue to serve as ReNew Global’s executive officers upon consummation of the Business Combination.

 

  During the period commencing on the Closing Date until the Second Anniversary Date and pursuant to the Shareholders Agreement, the number of directors of ReNew Global will be up to 11 persons, six of whom shall be independent directors (including at least two female independent directors) who, as of the Closing Date, shall be Ms. Vanitha Narayanan, Mr. Sumant Sinha, Mr. Anuj Girotra, Mr. Manoj Singh, Ms. Michelle Robyn Grew, Mr. Michael Bruun, Sir Sumantra Chakrabarti, Mr. Ram Charan, Mr. Robert S. Mancini and Mr. Projesh Banerjea.

 

  On or following the Closing Date, pursuant to the terms and conditions of the ReNew Global Shareholders Agreement, each of the Founder Investors (acting together), GSW, Platinum Cactus, CPP Investments and RMG II will be entitled to appoint one director to the ReNew Global Board.

 

  See “Management of Renew Global Following the Business Combination” for further details.

 

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Q. What will be the relative equity stakes of the RMG II Shareholders, ReNew India and the Investors in ReNew Global upon completion of the Business Combination?

A. Upon consummation of the Business Combination, ReNew Global will become a new publicly listed company and each of RMG II and ReNew India will become subsidiaries of ReNew Global. Following the Merger and the Exchange, the RMG II Shareholders, the PIPE Investors and the Major Shareholders will each hold equity ownership stakes in ReNew Global. Assuming that no holder of RMG II Class A Shares exercises its redemption rights in connection with the Business Combination, the share ownership immediately post-Closing in respect of ReNew Global shares would be as follows:

 

    ReNew Global Shares
Ownership (%)
    Voting rights  

Founder Shareholder

    3.7     5.0

GSW

    30.6     7.0

CPP Investments

    13.0     17.4

Platinum Cactus

    12.8     17.2

JERA

    6.9     9.2

SACEF

    2.1     2.8

PIPE Investors

    20.5     27.5

Holders of RMG II Class B Shares

    2.1     2.8

Holders of RMG II Class A Shares

    8.3     11.1

 

  Assumes:

 

  (1)

at Closing, ReNew Global issues and allots one ReNew Global Class A Share for each outstanding RMG II Class A Share;

 

  (2)

at Closing, the PIPE Investors purchase ReNew Global Class A Shares pursuant to the Subscription Agreement in connection with the PIPE Investment;

 

  (3)

at Closing, ReNew Global issues and allots ReNew Global Class A shares to CPP Investments, Platinum Cactus, JERA and SACEF in exchange for the transfer to ReNew Global of certain ReNew India Ordinary Shares they hold;

 

  (4)

at Closing, ReNew Global issues and allots ReNew Global Class A and ReNew Global Class C Shares to GSW in exchange for the transfer to ReNew Global of certain ReNew India Ordinary Shares they hold. Under the Business Combination Agreement, GSW has the right to elect the class of ReNew Global shares it will receive by providing a notice of up to two business days prior to Closing. Accordingly, this may result in a change in the voting rights of the shareholders set out in the table above. Assuming that GSW elects to receive only ReNew Global Class A Shares at Closing, the voting rights of the shareholders immediately post-Closing will be (1) 3.7% for the Founder Shareholder; (2) 30.6% for GSW; (3) 13.0% for CPP Investments; (4) 12.8% for Platinum Cactus; (5) 6.9% for JERA; (6) 2.1% for SACEF; (7) 20.5% for the PIPE Investors; (8) 2.1% for the Holders of RMG II Class B Shares; and (9) 8.3% for Holders of RMG II Class A Shares;

 

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  (5)

at Closing, ReNew Global issues and allots one ReNew Global Class D Share to CPP Investments; and

 

  (6)

at Closing, ReNew Global issues and allots one ReNew Global Class B Share to the Founder Investors.

 

  Assuming maximum redemptions, the public shareholders of RMG II would exercise their redemption rights in respect of 30,316,882 RMG II Class A Shares in connection with the Business Combination, the share ownership in respect of ReNew Global shares immediately post Closing would be as follows:

 

    ReNew Global Shares
Ownership (%)
    Voting
rights
 

Founder Shareholder

    3.7     5.0

GSW

    34.6     12.4

CPP Investments

    14.5     19.5

Platinum Cactus

    14.3     19.2

JERA

    6.9     9.2

SACEF

    2.4     3.2

PIPE Investors

    20.5     27.5

Holders of RMG II Class B Shares

    2.1     2.8

Holders of RMG II Class A Shares

    1.0     1.3

 

  Assumes:

 

  (1)

at Closing, ReNew Global issues and allots one ReNew Global Class A Share for each outstanding RMG II Class A Share;

 

  (2)

at Closing, the PIPE Investors purchase ReNew Global Class A Shares pursuant to the Subscription Agreement in connection with the PIPE Investment;

 

  (3)

at Closing, ReNew Global issues and allots ReNew Global Class A shares to CPP Investments, Platinum Cactus, JERA and SACEF in exchange for the transfer to ReNew Global of certain ReNew India Ordinary Shares they hold;

 

  (4)

at Closing, ReNew Global issues and allots ReNew Global Class A and ReNew Global Class C Shares to GSW in exchange for the transfer to ReNew Global of certain ReNew India Ordinary Shares they hold Under the Business Combination Agreement, GSW has the right to elect the class of ReNew Global shares it will receive by providing a notice of up to two business days prior to Closing. Accordingly, this may result in a change in the voting rights of the shareholders set out in the table above. Assuming that GSW elects to receive only ReNew Global Class A Shares at Closing, the voting rights of the shareholders immediately post-Closing will be (1) 3.7% for the Founder Shareholder; (2) 34.6% for GSW; (3) 14.5% for CPP Investments; (4) 14.3% for Platinum Cactus; (5) 6.9% for JERA; (6) 2.4% for SACEF; (7) 20.5% for PIPE Investors; (8) 2.1% for Holders of RMG II Class B Shares; and (9) 1.0% for Holders of RMG II Class A Shares;

 

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  (5)

at Closing, ReNew Global issues and allots one ReNew Global Class D Share to CPP Investments; and

 

  (6)

at Closing, ReNew Global issues and allots one ReNew Global Class B Share to the Founder Investors.

 

  In addition, subject to certain terms and conditions, the Business Combination Agreement provides for the following to occur at Closing or post-Closing:

 

   

following the conversion of its CCPS into ReNew India Exchanged Conversion Shares, GSW shall be entitled to transfer to ReNew Global all of its ReNew India Exchanged Conversion Shares in exchange for the issuance of 0.8289 ReNew Global Class C Shares per ReNew India Exchanged Conversion Share on such date after the Closing Date as may be notified in writing to ReNew Global by GSW, subject to certain conditions; and

 

   

following the conversion of its CCPS into ReNew India Exchanged Conversion Shares, CPP Investments shall be entitled to transfer to ReNew Global all of its ReNew India Exchanged Conversion Shares in exchange for the issuance of 0.8289 ReNew Global Class A Shares per ReNew India Exchanged Conversion Share on such date after the Closing Date as may be notified in writing to ReNew Global by CPP Investments, subject to certain conditions.

 

Q. What are the U.S. federal income tax consequences of the Business Combination to U.S. holders of RMG II Shares and/or RMG II Warrants?

Subject to the limitations and qualifications described in “Material Tax Considerations—United States Federal Income Tax Considerations” below, the exchange by a U.S. Holder of RMG II Shares for ReNew Global Shares pursuant to the Merger, or “Merger Share Exchange,” will qualify as a tax-free transaction described in Section 351 of the Code, and, provided that Merger Share Exchange so qualifies, a U.S. Holder will generally not recognize gain or loss with respect to the Merger Share Exchange and such U.S. Holder’s (i) tax basis in its ReNew Global Shares received in the Merger Share Exchange will generally equal the adjusted tax basis of the RMG II Shares surrendered in exchange therefor and (ii) holding period for the ReNew Global Shares will generally include the period during which such U.S. Holder held RMG II Shares. Notwithstanding the foregoing, to the extent that U.S. Holders exercise redemption rights with respect to their RMG II Shares, such U.S. Holders will be subject to tax consequences.

 

  Although the obligations of the parties to the Business Combination Agreement to complete the Merger are not conditioned on the receipt of an opinion from either Latham or Skadden regarding the Merger Share Exchange’s qualification as tax-free pursuant to Section 351 of the Code, Skadden has delivered an opinion that the Merger Share Exchange will qualify as tax-free pursuant to Section 351 of the Code.

 

 

The U.S. federal income tax treatment of the exchange of RMG II Warrants for RMG II Adjusted Warrants pursuant to the Merger is

 

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unclear. Although not free from doubt, it is expected that the exchange of RMG II Warrants for RMG II Adjusted Warrants pursuant to the Merger would generally be a taxable transaction for U.S. federal income tax purposes. Provided that such exchange is taxable, and subject to the limitations and qualifications described in “Material Tax Considerations—United States Federal Income Tax Considerations” below, a U.S. Holder of RMG II Warrants will generally recognize capital gain or loss equal to the difference between the fair market value of the RMG II Adjusted Warrants and such U.S. Holder’s adjusted tax basis in the RMG II Warrants exchanged therefor. Under tax law currently in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the RMG II Warrants exceeds one year. The deductibility of capital losses is subject to various limitations.

 

In the event that a U.S. Holder exchanges both (i) RMG II Shares for ReNew Global Shares and (ii) RMG II Warrants for RMG II Adjusted Warrants, pursuant to the Merger, then the calculation of gain or loss on each exchange would likely be treated as described above, respectively. However, the law is unclear on this point and alternative characterizations are possible, including, for example, the treatment of RMG II Adjusted Warrants received by such U.S. Holder as boot. Under such alternative treatment, such U.S. Holder would generally be treated as transferring each of (i) the RMG II Shares and (ii) the RMG II Warrants in exchange for a combination of ReNew Global Shares and RMG II Adjusted Warrants received by such U.S. Holder in the Merger. The boot received by such U.S. Holder in the Merger would generally be allocated ratably between such RMG II Shares and RMG II Warrants in proportion to their relative fair market values and such U.S. Holder would generally recognize gain (but not loss) with respect to each of such RMG II Shares and RMG II Warrants equal to the lesser of (i) the amount of the respective allocated boot and (ii) the amount by which the fair market value of such RMG II Shares or RMG II Warrants, as the case may be, exceeds such U.S. Holder’s tax basis in such securities.

 

  Additionally, if RMG II is a passive foreign investment company, or “PFIC,” for U.S. federal income tax purposes for any taxable year, U.S. Holders of RMG II Shares or RMG II Warrants may be subject to adverse U.S. federal income tax consequences with respect to dispositions of, including the exchange of RMG II Shares for ReNew Global Shares, and distributions with respect to RMG II Shares, including the exchange of RMG II Shares for ReNew Global Shares, and may be subject to additional reporting requirements.

 

 

The tax consequences of the Business Combination are complex and will depend on your particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the Business Combination, including the application of Section 351 of the Code and PFIC rules, see the section titled “Material Tax

 

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ConsiderationsUnited States Federal Income Tax Considerations”. If you are a U.S. holder exchanging RMG II Shares or RMG II Warrants in the Business Combination, you are urged to consult your tax advisor to determine the tax consequences thereof.

 

Q. What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations to U.S. Holders”. If you are a U.S. Holder of RMG II Shares contemplating exercise of your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

 

Q. What conditions must be satisfied to complete the Business Combination?

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.

 

Q. How many votes do I have at the RMG II General Meeting?

RMG II Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. RMG II Warrants do not have voting rights. As of the close of business on the record date, there were 43,125,000 ordinary shares issued and outstanding, of which 34,500,000 were issued and outstanding Class A ordinary shares.

 

Q. What vote is required to approve the proposals presented at the RMG II General Meeting?

The approval of the Business Combination Proposal and the Adjournment Proposal (if presented) will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the RMG II General Meeting. The failure of a shareholder to vote on the Business Combination Proposal will have no effect on the outcome of any vote on the Business Combination Proposal.

 

  The approval of the Merger Proposal and the Amended and Restated Memorandum and Articles of Association Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the RMG II General Meeting.

 

 

The approval of the Business Combination Proposal and the Merger Proposal is a condition to the adoption of the Amended and Restated Memorandum and Articles of Association Proposal. Accordingly, if the Business Combination Proposal and the Merger Proposal are not

 

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approved, the Amended and Restated Memorandum and Articles of Association Proposal will not be presented at the RMG II General Meeting.

 

Q. What constitutes a quorum at the RMG II General Meeting?

A quorum of a majority of RMG II Shareholders is necessary to hold a valid meeting. A quorum will be present at the RMG II General Meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the RMG II General Meeting are represented in person or by proxy. As of the record date for the RMG II General Meeting, 21,562,501 ordinary shares would be required to achieve a quorum.

 

Q. How do the insiders of RMG II intend to vote on the proposals?

RMG Sponsor II and the officers and directors of RMG II together beneficially own and are entitled to vote an aggregate of 20% of the outstanding shares of RMG II. These parties are required by certain agreements to vote their securities in favor of the Business Combination Proposal, and in favor of the Adjournment Proposal, if presented at the meeting.

 

Q. Do I have redemption rights?

If you are a holder of RMG II Class A Shares, you have the right to demand that RMG II redeem such shares for a pro rata portion of the cash held in RMG II’s Trust Account, including interest earned on the trust account. RMG II sometimes refers to these rights to demand redemption of the RMG II Class A Shares as “redemption rights.”

 

  Notwithstanding the foregoing, a holder of RMG II Class A Shares, together with any affiliate or any other person with whom he or she is acting in concert or as a partnership, syndicate, or other group, will be restricted from seeking redemption with respect to more than 15% of the issued and outstanding RMG II Class A Shares. Accordingly, all RMG II Class A Shares in excess of 15% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

 

  Under the current articles of association of RMG II, the Business Combination may be consummated only if RMG II has at least $5,000,001 of net tangible assets after giving effect to all redemptions of RMG II Class A Shares. If redemptions exceed the maximum redemption scenario described herein, RMG II will need to seek additional debt or equity financing, which may only be obtained with the prior written consent of the parties to the Business Combination Agreement.

 

Q. Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights irrespective of whether you vote your RMG II Class A Shares for or against the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their RMG II Class A Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their RMG II Class A Shares holding shares in a company with a less liquid trading market, fewer

 

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shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

 

Q. How do I exercise my redemption rights?

If you are a holder of RMG II Class A Shares or units and wish to exercise your redemption rights, you must (i) if you hold your RMG II Class A Shares through units, elect to separate your units into the underlying RMG II Class A Shares and RMG II Warrants and (ii) prior to 9:00 a.m., Eastern time, on August 14, 2021, (a) submit a written request to Continental Stock Transfer & Trust Company, RMG II’s transfer agent, that RMG II redeem your RMG II Class A Shares for cash and (b) deliver your RMG II Class A Shares to Continental Stock Transfer & Trust Company, RMG II’s transfer agent, physically or electronically using the Depository Trust Company’s, or “DTC,” DWAC (Deposit and Withdrawal at Custodian) System. Any holder of RMG II Class A Shares will be entitled to demand that such holder’s RMG II Class A Shares be redeemed for a full pro rata portion of the amount then in the trust account, including interest earned on the trust account (which, for illustrative purposes, was approximately $345,011,212.31, or $10.00 per public share, as of July 20, 2021). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the Business Combination.

 

  Any request for redemption, once made by a holder of RMG II Class A Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with RMG II’s consent, until the Closing. If you deliver your RMG II Class A Shares for redemption to Continental Stock Transfer & Trust Company, RMG II’s transfer agent, and later decide to withdraw such request prior to the deadline for submitting redemption requests, you may request that Continental Stock Transfer & Trust Company, RMG II’s transfer agent, return the shares (physically or electronically). You may make such request by contacting Continental Stock Transfer & Trust Company, RMG II’s transfer agent, at the address listed at the end of this section.

 

  Any corrected or changed proxy card or written demand of redemption rights must be received by Continental Stock Transfer & Trust Company, RMG II’s transfer agent, prior to the vote taken on the Business Combination Proposal at the RMG II General Meeting. No demand for redemption will be honored unless the holder’s RMG II Class A Shares have been delivered (either physically or electronically) to Continental Stock Transfer & Trust Company, RMG II’s transfer agent, prior to the deadline for submitting redemption requests.

 

  If the redemption demand is properly made as described above, then, if the Business Combination is consummated, RMG II will redeem these RMG II Class A Shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your RMG II Class A Shares for cash and will not be entitled to ordinary shares of ReNew Global upon consummation of the Business Combination.

 

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  If you are a holder of RMG II Class A Shares and you exercise your redemption rights, it will not result in the loss of any warrants that you may hold. Your warrants will become exercisable to purchase 1.0917589 ReNew Global Class A Shares in lieu of one RMG II Class A Share for a purchase price of $11.50 upon consummation of the Business Combination.

 

Q. If I am a RMG II Warrant holder, can I exercise redemption rights with respect to my RMG II Warrants?

No. The holders of Warrants have no redemption rights with respect to such securities.

 

Q. If I am a RMG II Unit holder, can I exercise redemption rights with respect to my RMG II Units?

No. Holders of outstanding RMG II Units must separate the underlying shares of RMG II Class A Shares and RMG II Public Warrants prior to exercising redemption rights with respect to the RMG II Class A Shares.

 

  If you hold RMG II Units registered in your own name, you must deliver the certificate for such RMG II Units to Continental Stock Transfer & Trust Company, RMG II’s transfer agent, with written instructions to separate such Units into RMG II Class A Shares and RMG II Public Warrants. This must be completed far enough in advance to permit the mailing of the RMG II Class A Share certificates back to you so that you may then exercise your redemption rights upon the separation of the RMG II Class A Shares from the RMG II Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

 

  If a broker, bank, or other nominee holds your RMG II Units, you must instruct such broker, bank or nominee to separate your RMG II Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, RMG II’s transfer agent. Such written instructions must include the number of RMG II Units to be split and the nominee holding such RMG II Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant RMG II Units and a deposit of the number of RMG II Class A Shares and RMG II Public Warrants represented by such RMG II Units. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the RMG II Class A Shares from the RMG II Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your RMG II Class A Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

 

Q. Do I have appraisal rights if I object to the proposed Business Combination?

Statutory appraisal, or “dissenter,” rights may be available to holders of RMG II Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Companies Act. These statutory appraisal rights are described in the section titled

 

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Extraordinary General Meeting of RMG II Shareholders—Statutory Appraisal Rights under the Companies Act of the Cayman Islands.” Such statutory appraisal rights under Section 238 of the Companies Act are distinct from the right of holders of RMG II to elect to have their shares redeemed for cash at the applicable Redemption Price in accordance with the RMG II Articles as described herein.

 

  None of the holders of RMG II Units or RMG II Warrants have appraisal rights in connection with the Business Combination under Section 238 of the Cayman Companies Act in respect of their RMG II Units and RMG II Warrants.

 

Q. I am a RMG II Warrant holder. Why am I receiving this proxy statement/prospectus?

Upon consummation of the Business Combination, the RMG II Warrants will remain outstanding and will be automatically adjusted to entitle the holder to purchase 1.0917589 ReNew Global Class A Shares at a price of $11.50 per 1.0917589 ReNew Global Class A Shares. This proxy statement/prospectus includes important information about ReNew Global and the business of ReNew Global and its subsidiaries following consummation of the Business Combination. RMG II urges you to read the information contained in this proxy statement/prospectus carefully.

 

Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

Upon consummation of the IPO, RMG II deposited $345,000,000 in the Trust Account. Upon consummation of the Business Combination, the funds in the trust account will be used to pay holders of the RMG II Class A Shares who properly exercise redemption rights, to pay the ReNew Global Cash Consideration and fees and expenses incurred in connection with the Business Combination (including $12,075,000 in deferred underwriting commissions). Any remaining cash will be used for ReNew Global’s working capital and general corporate purposes.

 

Q. What happens if a substantial number of RMG II Class A Shares vote in favor of the Business
Combination and exercise their redemption rights?

RMG II’s public shareholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders. With fewer RMG II Class A Shares and public shareholders, the trading market for the ReNew Global Class A Shares may be less liquid than the market for RMG II Class A Shares was prior to the Business Combination and ReNew Global may not be able to meet the listing standards for Nasdaq. If the amount available from the Trust Account and the funds received from the PIPE Investment together total less than $650 million then the Founder Investors and the Major Shareholders will not be obligated to consummate the Business Combination. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into ReNew India’s business will be reduced. See “Risk Factors” for more details.

 

Q. What happens if the Business Combination is not consummated?

If RMG II does not complete the Business Combination for whatever reason, RMG II would search for another target business with which

 

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to complete a business combination. If RMG II does not complete an initial business combination by December 14, 2022 (or such later date as may be approved by the RMG II Shareholders), RMG II must redeem 100% of the outstanding RMG II Class A Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to RMG II (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable, expenses relating to the administration of the Trust Account and limited withdrawals for working capital) divided by the number of outstanding RMG II Class A Shares. RMG Sponsor II and RMG II’s other initial shareholders have no redemption rights in respect of their RMG II Class B Shares in the event a business combination is not effected in the required time period, and, accordingly, such shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to RMG II’s outstanding warrants. Accordingly, the warrants will expire worthless.

 

Q. When do you expect the Business Combination to be completed?

The Business Combination will be consummated ten business days following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Business Combination Agreement, including the approval of the Business Combination Proposal by the RMG II Shareholders. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.

 

Q. What do I need to do now?

RMG II urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of RMG II. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q. How do I vote?

If you are a holder of record of RMG II Class A Shares on the record date, you may vote in person at the meeting or by submitting a proxy for the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. Any shareholder wishing to attend the hybrid virtual meeting should register for the meeting by August 14, 2021.

 

  To register for the meeting, please follow these instructions as applicable to the nature of your ownership of Ordinary Shares:

 

   

If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the hybrid virtual meeting, go to https://www.cstproxy.com/rmgii/2021, enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to

 

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preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

 

   

Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the hybrid virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the hybrid virtual meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the hybrid virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

 

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.

 

  RMG II believes that all of the proposals presented to the shareholders at this RMG II General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the RMG II General Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the RMG II General Meeting. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.

 

Q. May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to RMG II’s secretary at the address listed below so that it is received by RMG II’s secretary prior to the RMG II General Meeting or attend the RMG II General Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to RMG II’s secretary, which must be received by RMG II’s secretary prior to the RMG II General Meeting.

 

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Q. What happens if I fail to take any action with respect to the RMG II General Meeting?

If you fail to take any action with respect to the RMG II General Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder of ReNew Global and/or your RMG II warrants will become exercisable to purchase 1.0917589 ReNew Global Class A Shares in lieu of one RMG II Class A Share for a purchase price of $11.50 upon consummation of the Business Combination. If you fail to take any action with respect to the meeting and the Business Combination Proposal is not approved, you will continue to be a shareholder and/or warrant holder of RMG II.

 

Q. What should I do if I receive more than one set of voting materials?

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your RMG II Class A Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold RMG II Class A Shares. If you are a holder of record and your RMG II Class A Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your RMG II Class A Shares.

 

Q. What happens if I sell my RMG II Shares before the RMG II General Meeting?

The record date for the RMG II General Meeting for RMG II shareholders that hold their shares in “street name” is earlier than the date that the Business Combination is expected to be completed. If you transfer your RMG II Class A Shares after the record date for RMG II shareholders that hold their shares in “street name,” but before the RMG II General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the RMG II General Meeting. However, you will not be able to seek redemption of your RMG II Class A Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your RMG II Class A Shares prior to the record date for RMG II shareholders that hold their shares in “street name,” you will have no right to vote those shares at the RMG II General Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

 

Q. Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

RMG Acquisition Corporation II

57 Ocean, Suite 403

5775 Collins Avenue

Miami Beach, Florida 33140

(212) 785-2579

Attention: Philip Kassin, President & Chief Operating Officer

Email: pkassin@rmginvestments.com

 

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  You may also contact the proxy solicitor for RMG II at:

Morrow Sodali LLC

470 West Avenue, 3rd Floor

Stamford, Connecticut 06902

Individuals call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call: (203) 658-9400

Email: RMGII.info@investor.morrowsodali.com

 

  To obtain timely delivery, RMG II shareholders must request the materials no later than August 11, 2021, or five business days prior to the RMG II General Meeting.

 

  You may also obtain additional information about RMG II from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

 

  If you intend to seek redemption of your RMG II Class A Shares, you will need to send a letter demanding redemption and deliver your RMG II Class A Shares (either physically or electronically) to the Transfer Agent prior to the RMG II General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your RMG II Class A Shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting of shareholders, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Transactions that will be undertaken. It is also described in detail in this proxy statement/prospectus in the section titled “The Business Combination Proposal—The Business Combination Agreement.”

Parties to the Business Combination

RMG II

RMG II is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. RMG II was incorporated as a Cayman Islands exempted company on July 28, 2020.

On December 14, 2020, RMG II consummated its Initial Public Offering of 34,500,000 RMG II Units (including the full exercise of the underwriters’ over-allotment option), with each RMG II Unit consisting of one RMG II Class A Share and one-third of one RMG II Public Warrant to purchase one RMG II Class A Share at a price of $11.50 commencing on the later of (i) 30 days after completion of an initial business combination or (ii) 12 months from the closing of the Initial Public Offering. The RMG II Units from the Initial Public Offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $345 million. Simultaneously with the consummation of its Initial Public Offering and the exercise of the underwriters’ over-allotment option, RMG II consummated the private placement of 7,026,807 RMG II Private Warrants at $1.50 per warrant generating gross proceeds of $10,540,211. A total of $345 million was deposited into the trust account, and the remaining proceeds, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-249342 and 333-251244). As of July 20, 2021, the record date, there was approximately $345,011,212.31 held in the trust account.

The RMG II Units, the RMG II Class A Shares and RMG II Warrants are listed on Nasdaq under the symbols RMGBU, RMGB and RMGBW, respectively.

The mailing address of RMG II’s principal executive office is 57 Ocean, Suite 403 5775 Collins Avenue, Miami Beach, Florida 33140, and its telephone number is (212) 785-2579. After the consummation of the Business Combination, RMG II will become a wholly-owned subsidiary of ReNew Global.

ReNew India

ReNew India is the largest utility-scale renewable energy solutions provider in India in terms of total commissioned capacity, according to IHS Markit. It operates wind and solar energy projects in India and as of March 31, 2021 it had a total commissioned capacity of 5.60 GW and an additional 4.26 GW of committed capacity which is expected to be commissioned by the year ended March 31, 2023. ReNew India was founded in 2011 and is committed to drive a change in India’s energy portfolio by delivering cleaner and smarter energy solutions. ReNew India commenced operations in 2012 and its portfolio has grown from a 25.20 MW wind energy project in the state of Gujarat in India to more than 100 wind and solar energy projects with a commissioned and committed capacity of 9.86 GW across nine states in India.


 

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ReNew India has strategically focused on developing a pan-India portfolio of utility-scale wind energy projects, utility-scale solar energy projects, utility-scale firm power projects and distributed solar energy projects. Utility-scale projects refer to power generation facilities that generate power and feed that power into the grid, supplying a utility or offtaker with energy. Every utility-scale facility has a PPA with an offtaker, guaranteeing a market for its energy for a fixed period of time. Distributed solar energy projects are small-scale energy generation units that operate locally and are indirectly connected to larger power grids at the distribution level.

ReNew India is a company with limited liability incorporated under the laws of India on January 19, 2011. The mailing address of ReNew India’s principal executive office is ReNew Power, Commercial Block-1, Zone 6, Golf Course Road, DLF City Phase-V, Gurugram-122009, Haryana, India , and its phone number is (+91) 124 489 6670. ReNew India’s corporate website address is https://renewpower.in/. After the consummation of the Transactions, ReNew India will become an entity controlled by ReNew Global. The information contained on ReNew India’s website does not form part of this proxy statement/prospectus.

ReNew Global

ReNew Global is considered a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. ReNew Global was incorporated on February 23, 2021 solely for the purpose of effectuating the Business Combination described herein. ReNew Global was incorporated as a private limited company in the United Kingdom on February 23, 2021 and re-registered as a public limited company in the United Kingdom on May 12, 2021. ReNew Global owns no material assets and does not operate any business.

As of the consummation of the Business Combination, the number of directors of ReNew Global will be increased to up to 10, six of whom shall be independent directors (including at least two female independent directors). On, or following, the Closing Date, pursuant to the terms and conditions of the ReNew Global Shareholders Agreement, each of Platinum Cactus, CPP Investments, the Founder Investors (acting together), GSW and RMG II shall be entitled to appoint one director.

The mailing address of ReNew Global’s registered address is C/O Vistra (UK) Ltd, 3rd Floor, 11-12 St James’s Square, London SW1Y 4LB, United Kingdom. After the consummation of the Transactions, ReNew Global will become the continuing public company.

Merger Sub

Merger Sub is a wholly-owned subsidiary of ReNew Global formed solely for the purpose of effectuating the Merger described herein. Merger Sub was incorporated as a Cayman Islands exempted company on February 18, 2021. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s registered address is offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands, and its telephone number is (212) 785-2579. After the consummation of the Transactions, Merger Sub will cease to exist.

Major Shareholders

Major Shareholders comprise GSW, CPP Investments, Platinum Cactus, SACEF, JERA, Wisemore, Cognisa and the Founder.

The Business Combination Proposal

On February 24, 2021, RMG II, the RMG II Representative, ReNew Global, Merger Sub, ReNew India and the Major Shareholders entered into the Business Combination Agreement, pursuant to which, subject to the


 

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terms and conditions set forth therein, (i) Merger Sub will merge with and into RMG II, with RMG II surviving and (ii) immediately after, the Major Shareholders will transfer, and ReNew Global will acquire, ReNew India Ordinary Shares in exchange for the issuance of ReNew Global Shares and/or the payment of the ReNew Global Cash Consideration to the Major Shareholders.

The Merger

As a result of the Merger, at the Merger Effective Time (i) all the assets and liabilities of RMG II and Merger Sub shall vest in and become the assets and liabilities of RMG II as the surviving company, and RMG II shall thereafter exist as a wholly-owned subsidiary of ReNew Global, (ii) each share of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and shall cease to exist, (iii) the board of directors and executive officers of Merger Sub shall resign, and the board of directors and executive officers of RMG II shall be as determined among RMG II, ReNew India and ReNew Global, (iv) RMG II’s memorandum and articles of association shall be amended and restated to read in their entirety in the form attached to this proxy statement/prospectus as Annex C and (v) each issued and outstanding RMG II Security immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of certain ReNew Global Shares.

Subject to the terms and conditions of the Business Combination Agreement, in consideration for the Merger:

 

   

each RMG II Unit issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one RMG II Class A Share and one-third of one RMG II Public Warrant;

 

   

immediately following the separation of each RMG II Unit, (a) each RMG II Class A Share issued and outstanding immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance by ReNew Global of one ReNew Global Class A Share, and (b) each RMG II Class B Share issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one RMG II Class A Share pursuant to RMG II’s organizational documents and cancelled in exchange for the issuance by ReNew Global of one ReNew Global Class A Share and, in each case, the allotment by ReNew Global of ReNew Global Class A Shares and ReNew Global Class C Shares to holders of ReNew India Ordinary Shares;

 

   

immediately following the cancellation of the RMG II Class A Shares and the RMG II Class B Shares, RMG II shall issue 43,125,000 RMG II Class A Shares to ReNew Global in consideration for the ReNew Global Class A Shares issued by ReNew Global; and

 

   

each RMG II Warrant shall remain outstanding, but shall be automatically adjusted to become an RMG II Adjusted Warrant, which shall be subject to the terms and conditions set forth in the Amended and Restated Warrant Agreement to be executed in connection with the Business Combination (including any repurchase rights and cashless exercise provisions), which shall provide that each RMG II Adjusted Warrant will be exercisable (or will become exercisable in accordance with its terms) for 1.0917589 ReNew Global Class A Shares.

Immediately following the Merger Effective Time but before the closing date, RMG II shall extend a loan to ReNew Global in an aggregate principal amount equal to the value of substantially all of RMG II’s assets on such terms to be agreed between ReNew Global and RMG II, with the prior written consent of ReNew.

For more information on the Merger and the Merger Proposal, see the sections titled “The Business Combination ProposalGeneral Description of the Transactions—The Merger” and “The Merger Proposal”.

The Exchange

Following the Merger, subject to the terms and conditions set forth in the Business Combination Agreement, each Major Shareholder shall transfer their ReNew India Ordinary Shares to ReNew Global as consideration and


 

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in exchange for (i) the issuance of a certain number and class of ReNew Global Shares and/or (ii) the payment by ReNew Global to certain Major Shareholders of the ReNew Global Cash Consideration as set out in the section titled “Summary of the Material Terms of the Business Combination—The Exchange”.

In addition, the Business Combination Agreement provides for certain adjustment mechanisms to the Exchange, including (i) subject to certain conditions, the transfer, on or after the closing date, by Platinum Cactus of all of its ReNew India Exchanged Conversion Shares in exchange for the issuance of a certain number of ReNew Global Class A Shares, (ii) the transfer, after the closing date, by GSW of all of its ReNew India Exchanged Conversion Shares in exchange for the issuance of a certain number of ReNew Global Class C Shares, (iii) the issuance of one ReNew Global Class D Share to CPP Investments for cash consideration in an amount equal to $100.00 on the Closing Date, and the transfer after the Closing Date by CPP Investments of all of its ReNew India Exchanged Conversion Shares to ReNew Global in consideration for a number of ReNew Global Class A Shares and (iv) the subscription on the Closing Date by one of the founder investors of one ReNew Global Class B Share for cash consideration in an amount equal to $100.00.

For more information on the Exchange, see the section titled “The Business Combination ProposalGeneral Description of the Transactions—The Exchange”.

Conditions to Closing

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.

Related Agreements

Registration Rights, Coordination and Put Option Agreement

The Business Combination Agreement contemplates that, at the Closing, ReNew Global, the Significant Shareholders, the Founder Investors and ReNew India will enter into the Registration Rights, Coordination and Put Option Agreement, pursuant to which, among other things, (i) the Significant Shareholders will be entitled to certain registration rights in respect of the resale, pursuant to Rule 415 under the Securities Act, of Significant Shareholder Registrable Securities, (ii) the Significant Shareholders (other than SACEF and RMG Sponsor II (for so long as it is not an affiliate of ReNew Global)) will agree certain obligations to coordinate transfers and sales of Significant Shareholder Registrable Securities, (iii) the Founder Investors will be entitled to require ReNew Global to purchase certain ReNew India Ordinary Shares held by the Founder Investors and ReNew Global will agree to register the Founder Registrable Securities subject to certain conditions and (iv) the Significant Shareholders (other than SACEF) and the Founder Investors will agree to certain post-Closing transfer restrictions in respect of ReNew Global Shares held by them. See the section entitled “Certain Relationships and Related Person Transactions—Renew India related party transactions—Registration Rights, Coordination and Put Option Agreement” for further detail.

ReNew Global Shareholders Agreement

The Business Combination Agreement contemplates that, at the Closing, ReNew Global will enter into the ReNew Global Shareholders Agreement with the Shareholders Agreement Investors, pursuant to which, among other things, the Shareholders Agreement Investors will agree on the composition of the ReNew Global Board and certain committees. See the section entitled “Certain Relationships and Related Person Transactions—Renew India related party transactions—Shareholders Agreement” for further detail.


 

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Subscription Agreements

ReNew Global and RMG II entered into Subscription Agreements with the PIPE Investors concurrently with the execution of the Business Combination Agreement on February 24, 2021. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and ReNew Global agreed to issue and sell, to the PIPE Investors an aggregate of 85,500,000 shares of ordinary shares of ReNew Global for a purchase price of $10.00 per share, or an aggregate of approximately $855 million, in a private placement. The closing of the private placement will occur on the date of and immediately prior to the consummation of the Transactions and is conditioned thereon and on other customary closing conditions. The ordinary shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. See the section entitled “The Business Combination Proposal—Related Agreements—Subscription Agreements” for further detail.

RMG II Board of Directors’ Reasons for the Approval of the Business Combination

RMG II was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. The RMG II Board sought to do this by utilizing its networks and industry experience to identify, acquire and operate one or more businesses. In considering the Business Combination, the RMG II Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to approve the entry into the Business Combination Agreement and the Transactions contemplated thereby, including but not limited to, the following material factors:

 

   

ReNew India’s large and fast-growing market;

 

   

ReNew India’s leading market position and committed growth;

 

   

ReNew India’s efficient business model and pioneering energy solutions;

 

   

ReNew India’s experienced management team and marquee investor base;

 

   

The attractive valuation and financial analysis of the Business Combination;

 

   

The Business Combination being the best available opportunity;

 

   

The investments by top-tier third party investors;

 

   

The results of the due diligence review;

 

   

The terms of the Business Combination Agreement; and

 

   

The role of RMG II’s independent directors.

The RMG II Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including the following:

 

   

The potential inability to complete the Business Combination;

 

   

The potential risks associated with ReNew India’s business;

 

   

The limitations of the due diligence review;

 

   

The possibility of litigation challenging the Business Combination;

 

   

The fees and expenses associated with completing the Business Combination; and

 

   

The potential for diversion of RMG II’s management and employees during the process.


 

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For more information about the RMG II Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination—The RMG II Board’s Reasons for Approval of the Business Combination.”

The Merger Proposal

As part of the Business Combination, pursuant to the terms and conditions of the Business Combination Agreement and the Plan of Merger, at the Merger Effective Time, Merger Sub will merge with and into RMG II in accordance with the merger provisions set out in the Cayman Companies Act (As Revised), with RMG II continuing as the surviving entity. See the section titled “The Merger Proposal” for further detail.

The Amended and Restated Memorandum and Articles Of Association Proposal

In connection with the Merger and the execution of the Business Combination Agreement, RMG II shall amend its memorandum and articles of association to read as the RMG II A&R Articles, substantially in the form attached as Annex C to this proxy statement/prospectus, which, as so amended and restated, will become effective at the Merger Effective Time. See the section titled “RMG II Amended and Restated Memorandum and Articles of Association Proposal” for further detail.

The Adjournment Proposal

The Adjournment Proposal allows the RMG II Board to submit a proposal to adjourn the RMG II General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes to authorize RMG II to consummate the Business Combination and each other matter to be considered at the RMG II General Meeting or if holders of the RMG II Class A Shares have elected to redeem an amount of RMG II Class A Shares such that the Minimum Cash Condition would not be satisfied. See the section titled “The Adjournment Proposal” for further detail.

The RMG II General Meeting

Date, Time and Place

The extraordinary general meeting of RMG II Shareholders will be held on August 16, 2021, at 9:00 a.m., New York City time, at https://www.cstproxy.com/rmgii/2021 and at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, New York 10001-8602.

In light of ongoing developments related to COVID-19, RMG II has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate shareholder attendance and participation while safeguarding the health and safety of RMG II’s shareholders, directors and management team. Shareholders may attend the meeting online and vote at the meeting by visiting https://www.cstproxy.com/rmgii/2021 and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company. RMG II will announce any updates to this plan on its proxy website https://www.cstproxy.com/rmgii/2021, and encourages you to check this website prior to the meeting if you plan to attend.

Proposals

At the RMG II General Meeting, the RMG II Shareholders will be asked to consider and vote on:

 

   

The Business Combination Proposal—to adopt the Business Combination Agreement and approve the Business Combination and the other transactions contemplated by the Business Combination Agreement and the terms thereto (See the section titled “The Business Combination Proposal”);

 

   

The Merger Proposal—to approve the Plan of Merger (See the section titled “The Merger Proposal”);


 

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The Amended and Restated Memorandum and Articles of Association Proposal—to approve the RMG II A&R Articles (See the section titled “Amended and Restated Memorandum and Articles of Association Proposal”); and

 

   

Adjournment Proposal—to adjourn the RMG II General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated votes at the time of the RMG II General Meeting, there are not sufficient votes to authorize RMG II to consummate the Business Combination and each other matter to be considered at the RMG II General Meeting or if holders of the public shares of RMG II have elected to redeem an amount of public shares of RMG II such that the Minimum Cash Condition would not be satisfied (See the section titled “The Adjournment Proposal”).

Record Date; Who is Entitled to Vote

RMG II Shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on July 20, 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. RMG II Warrants do not have voting rights. As of the close of business on the record date, there were 43,125,000 ordinary shares issued and outstanding, of which 34,500,000 were issued and outstanding Class A ordinary shares.

RMG Sponsor II and each director of RMG II have agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby and waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them. The ordinary shares held by RMG Sponsor II will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, RMG Sponsor II (including RMG II’s independent directors) owns 20.0% of the issued and outstanding ordinary shares.

Quorum and Required Vote for Proposals at the RMG II General Meeting

The approval of the Business Combination Proposal requires the affirmative vote of holders a majority of the RMG II Shares that are entitled to vote and are voted at the RMG II General Meeting. Accordingly, an RMG II shareholder’s failure to vote by proxy or to vote in person at the RMG II General Meeting will not be counted towards the number of RMG II Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal. Broker non-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Business Combination Proposal. The holders of RMG II Class B Shares have agreed to vote their RMG II Class B Shares in favor of the Business Combination Proposal.

The approval of the Merger Proposal and the Amended and Restated Memorandum and Articles of Association Proposal both require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the RMG II Shares represented in person or by proxy and entitled to vote thereon and who vote at the RMG II General Meeting.

The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the RMG II Shares that are entitled to vote and are voted at the RMG II General Meeting. Accordingly, an RMG II shareholder’s failure to vote by proxy or to vote in person at the RMG II General Meeting will not be counted


 

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towards the number of RMG II Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Broker non-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Adjournment Proposal.

A quorum of RMG II Shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting, 21,562,501 ordinary shares would be required to achieve a quorum. Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to RMG II but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. RMG II believes all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal and the Amended and Restated Memorandum and Articles of Association Proposal.

The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, RMG II will not consummate the Business Combination. If RMG II does not consummate the Business Combination and fails to complete an initial business combination within 24 months after the closing of the Initial Public Offering, RMG II will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders.

Recommendation to RMG II Shareholders

The RMG II Board believes that the Business Combination Agreement Proposal and the other proposals to be presented at the RMG II General Meeting are in the best interest of RMG II Shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Amended and Restated Memorandum and Articles of Association Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the RMG II General Meeting.

Interests of RMG Sponsor II and RMG II’s Directors and Officers in the Business Combination

In considering the recommendation of RMG II Board to vote in favor of approval of the Business Combination Proposal, the Merger Proposal, the Amended and Restated Memorandum and Articles of Association Proposal and the Adjournment Proposal, you should keep in mind that the RMG Sponsor II (which is affiliated with certain of RMG II’s officers and directors) and RMG II’s directors and officers have interests in such proposals that are different from, or in addition to, your interests as a stockholder or warrant holder. These interests include, among other things:

 

   

If the Business Combination with ReNew India or another business combination is not consummated by December 14, 2022 (or such later date as may be approved by the RMG II Shareholders), RMG II will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 8,625,000 Founder Shares held by RMG Sponsor II, which were acquired for a purchase price of approximately $0.003 per share prior to the Initial Public Offering, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $85,301,250 based upon the closing price of $9.89 per share on Nasdaq on July 20, 2021, the record date.


 

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RMG Sponsor II, which is affiliated with certain of RMG II’s directors and officers, purchased an aggregate of 7,026,807 private warrants from RMG II for an aggregate purchase price of approximately $10.54 million (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Initial Public Offering. The private placement warrants will become worthless if RMG II does not consummate a business combination by December 14, 2022 (or such later date as may be approved by the RMG II Shareholders in an amendment to its amended and restated memorandum and articles of association).

 

   

The ReNew Global Shareholders Agreement contemplated by the Business Combination Agreement provides that RMG II will be entitled to appoint one director of ReNew Global after the consummation of the Business Combination. As such, in the future such director will receive any cash fees, stock options or stock awards that ReNew Global’s board of directors determines to pay to its non-executive directors.

 

   

If RMG II is unable to complete a business combination within the required time period, or upon the exercise of a redemption right in connection with the Business Combination, RMG II will be required to provide for payment of claims of creditors that were not waived that may be brought against RMG II within the ten years following such redemption. In order to protect the amounts held in RMG II’s trust account, RMG Sponsor II has agreed that it will be liable to RMG II if and to the extent any claims by a third party (other than RMG II’s independent auditors) for services rendered or products sold to RMG II, or a prospective target business with which RMG II has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, expenses relating to the administration of the trust account and limited withdrawals for working capital, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of RMG II’s IPO against certain liabilities, including liabilities under the Securities Act.

 

   

RMG Sponsor II and RMG II’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on RMG II’s behalf, such as identifying and investigating possible business targets and business combinations. However, if RMG II fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, RMG II may not be able to reimburse these expenses if the Business Combination with ReNew India or another business combination is not completed by December 14, 2022 (or such later date as may be approved by the RMG II Shareholders in an amendment to its amended and restated memorandum and articles of association). As of July 20, 2021, the record date, RMG Sponsor II and RMG II’s officers, directors and their affiliates had incurred approximately $16,500 of unpaid reimbursable expenses.

 

   

The Business Combination Agreement provides for the indemnification of RMG II’s current directors and officers and the continuation of directors and officers liability insurance covering RMG II’s current directors and officers for a period of three years from the Closing Date.

 

   

RMG II’s officers and directors (or their affiliates) may make loans from time to time to RMG II to fund certain capital requirements. As of the date of this proxy statement/consent solicitation statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/consent solicitation statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to RMG II outside of the trust account.

 

   

The PIPE Investors have entered into Subscription Agreements with RMG II, pursuant to which the PIPE Investors will purchase an aggregate of 85,500,000 shares of Class A ordinary shares of ReNew Global for a purchase price of $10.00 per share.


 

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At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding RMG II or its securities, RMG Sponsor II, RMG II’s officers and directors, ReNew India or ReNew India’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of RMG II common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares entitled to vote at the special meeting to approve the business combination proposal vote in its favor and that RMG II has in excess of the required dollar amount to consummate the Business Combination under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/consent solicitation statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the initial shareholders of RMG II for nominal value.

Entering into any such arrangements may have a depressive effect on RMG II common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and the other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that RMG II will have in excess of the required amount of cash available to consummate the Business Combination as described above.

As of the date of this proxy statement/consent solicitation statement/prospectus, no agreements dealing with the above have been entered into. RMG II will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Redemption Rights

Pursuant to the articles of association of RMG II, a holder of RMG II Class A Shares may demand that RMG II redeem such shares for cash if the Business Combination is consummated. Holders of RMG II Class A Shares will be entitled to receive cash for their shares and demand that RMG II redeem their shares no later than 9:00 a.m. Eastern Time on August 14, 2021 (two (2) business days prior to the vote at the RMG II General Meeting) by (A) submitting your request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company and (B) delivering their shares to the Transfer Agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. If the Business Combination is not approved or completed for any reason, then RMG II’s public shareholders who elected to exercise their redemption rights will not be entitled to convert their shares into a full pro rata portion of the Trust Account, as applicable. In such case, RMG II will promptly return any shares delivered by holder of RMG II Class A Shares for redemption and such holders may only share in the assets of the Trust Account upon the liquidation of RMG II. This may result in holders receiving less than they would have received if the Business Combination was


 

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completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of RMG II Class A Shares properly demands redemption, RMG II will redeem each RMG II Class A Share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination in accordance with the articles of association of RMG II. As of the record date, this would amount to approximately $10.00 per share. If a holder of RMG II Class A Shares exercises its redemption rights, then it will be exchanging its RMG II Class A Shares for cash and will no longer own the shares. See the section titled “Extraordinary General Meeting of RMG II Shareholders—Redemption Rights” for a detailed description of the procedures to be followed if RMG II Shareholders wish to redeem their shares for cash.

The Business Combination will not be consummated (i) if RMG II has net tangible assets of less than $5,000,001 after taking into account holders of RMG II Class A Shares that have properly demanded redemption of their shares upon the consummation of the Business Combination or (ii) if the Minimum Cash Condition is not satisfied.

Holders of RMG II Public Warrants will not have redemption rights with respect to such securities.

Certain Information Relating to ReNew Global and RMG II

ReNew Global Listing

ReNew Global has applied for listing, to be effective at the time of the Closing of the Business Combination, of the ReNew Global Class A Shares and the RMG II Adjusted Warrants on an Approved Stock Exchange, and obtain clearance by the DTC as promptly as practicable following the issuance thereof, subject to official notice of issuance, prior to the Closing Date.

Delisting and Deregistration of RMG II

The parties to the Business Combination Agreement will cause the RMG II Units and RMG II Class A Shares to be delisted from Nasdaq (or be succeeded by the ReNew Global Shares) and to terminate their registration with the SEC pursuant to Sections 12(b), 12(g) and 15(d) of the Exchange Act (or be succeeded by ReNew Global) as of Closing Date.

Foreign Private Issuer

As a “foreign private issuer,” ReNew Global will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that ReNew Global must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. ReNew Global will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a “foreign private issuer,” ReNew Global’s officers and directors and holders of more than 10% of the issued and outstanding ReNew Global Shares, will be exempt from the rules under the Exchange Act requiring insiders to report purchases and sales of ordinary shares as well as from Section 16 short swing profit reporting and liability.

Material Tax Consequences

Holders of RMG II Shares and RMG II Warrants should read carefully the information included under the section entitled “Material Tax Considerations” for a detailed discussion of material U.S. federal and Cayman Islands tax consequences of the Business Combination, including the receipt of cash pursuant to the exercise of redemption rights, and the material U.S. federal, U.K. and India tax consequences of the ownership and


 

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disposition of ReNew Global Shares and ReNew Global Warrants after the Business Combination. Holders of RMG II Shares and RMG II Warrants are urged to consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination, and prospective holders of ReNew Global Shares and ReNew Global Warrants are urged to consult their tax advisors to determine the tax consequences (including the application and effect of any state, local or other income and other tax laws) of any acquisition, holding, redemption and disposal of ReNew Global Shares or acquisition, holding, exercise or disposal of ReNew Global Warrants.

Anticipated Accounting Treatment

The Business Combination is made up of the series of transactions within the Business Combination Agreement as described elsewhere within this proxy statement/prospectus. The transactions will be accounted for as a reverse recapitalization, and acquisition accounting does not apply. Consequently, there will be no goodwill or other intangible assets recorded, in accordance with IFRS. Under reverse recapitalization, ReNew Global and RMG II will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the transactions will be treated as the equivalent of ReNew India issuing ordinary shares for the net assets of ReNew Global and RMG II at fair value, accompanied by a recapitalization.

Appraisal Rights

Holders of RMG II Units and RMG II Warrants do not have appraisal rights in respect to their RMG II Units and RMG II Warrants in connection with the Business Combination under the Companies Act.

Holders of RMG II Ordinary Shares who comply with the applicable requirements of Section 238 of the Companies Act may have the right, under certain circumstances, to object to the Merger and exercise statutory appraisal, or “dissenter,” rights, including rights to seek payment of the fair value of their RMG II Ordinary Shares. Shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise their statutory dissenter rights under the Companies Act. Shareholders who do wish to exercise dissenter rights, if applicable, will be required to deliver notice to RMG II prior to the RMG II General Meeting and follow the process prescribed in Section 238 of the Companies Act.

After the Merger, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Companies Act.

In the event that any holder of RMG II Ordinary Shares delivers notice of their intention to exercise Dissent Rights, if any, RMG II shall have the right and may at its sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Companies Act. Accordingly, RMG II Shareholders are not expected to ultimately have any appraisal or dissent rights in respect of their RMG II Ordinary Shares in connection with the Merger or Business Combination.

For a more detailed description on Appraisal Rights, please see the section titled “Statutory Appraisal Rights under the Companies Act of the Cayman IslandsExtraordinary General Meeting of RMG II Shareholders”.

Proxy Solicitation

Proxies may be solicited by mail, via telephone or via e-mail or other electronic correspondence. RMG II has engaged Morrow Sodali LLC, or “Morrow Sodali,” to assist in the solicitation of proxies.


 

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If an RMG II shareholder grants a proxy, such shareholder may still vote its shares in person if it revokes its proxy before the RMG II General Meeting. An RMG II shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Extraordinary General Meeting of RMG II Shareholders—Revoking Your Proxy.”

Risk Factor Summary

In evaluating the proposals to be presented at the RMG II General Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”

The consummation of the Business Combination and the business and financial condition of ReNew Global subsequent to the Closing are subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect RMG II’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of RMG II prior to the Business Combination and that of ReNew Global subsequent to the Business Combination. Such risks include, but are not limited to:

 

   

The COVID-19 pandemic has impacted and may adversely impact ReNew India’s business, financial position, results of operations.

 

   

There are a limited number of purchasers of utility-scale quantities of electricity, which exposes ReNew India and its solar and wind energy projects to risks.

 

   

A substantial portion of ReNew India’s income is derived from the sale of electricity based on the tariffs specified in ReNew India’s PPAs. Changes in tariff regulation and structuring could impact ReNew India’s financial condition and results of operations.

 

   

The development and construction of wind and solar energy projects involve numerous risks and uncertainties and require extensive research, planning and due diligence. Before ReNew India determines whether a solar or wind energy project is economically, technologically or otherwise feasible, it may be required to incur significant capital expenditure for land and interconnection rights, regulatory approvals, preliminary engineering, equipment procurement, legal and other work.

 

   

Restrictions on solar equipment imports may increase ReNew India’s business costs. Any restrictions or additional duties on imports imposed the Government of India may adversely affect ReNew India’s business, results of operations and prospects.

 

   

The design, construction and operation of ReNew India’s projects are highly regulated, require various governmental approvals and permits, and may be subject to conditions that may be stipulated by relevant government authorities which vary from state to state. There can be no assurance that all permits required for a given project will be granted in time or at all. Delays in obtaining, or a failure to maintain, governmental approvals and permits required to construct and operate ReNew India’s projects may adversely affect the development, construction and operation of ReNew India’s projects.

 

   

ReNew India’s business has grown rapidly since its inception, and it may not be able to sustain its rate of growth.

 

   

Implementing ReNew India’s growth strategy requires significant capital expenditure and will depend on ReNew India’s ability to maintain ReNew India’s access to multiple funding sources on acceptable terms.

 

   

As a “foreign private issuer” under the rules and regulations of the SEC, ReNew Global is permitted to, and may, file less or different information with the SEC than a company incorporated in the


 

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United States or otherwise not filing as a “foreign private issuer,” and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

 

   

This proxy statement/prospectus contains projections and forecasts prepared by ReNew India. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or IFRS. The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or ReNew India’s future results.

 

   

RMG II did not obtain an opinion from an independent investment banking or accounting firm, and consequently, you have no assurance from an independent source that the price RMG II is paying in connection with the Business Combination is fair to RMG II from a financial point of view.

 

   

RMG II’s current directors and executive officers and their affiliates own ordinary shares and private placement warrants that will be worthless if the Business Combination is not approved.

 

   

The Business Combination remains subject to conditions that RMG II cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated.

 

   

Subsequent to the completion of the Business Combination, ReNew Global may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of ReNew Global securities, which could cause RMG II Shareholders to lose some or all of their investment.

 

   

Future resales of the ReNew Global Class A Shares issued in connection with the Transactions and the PIPE Investment may cause the market price of the ReNew Global Class A Shares to drop significantly, even if ReNew Global’s business is doing well.

Recent Developments

On April 14, 2021, certain subsidiaries of ReNew India issued $585,000,000 in aggregate principal amount of 4.50% Senior Secured Notes due 2028. Further, as of the date hereof, all of the 2022 Masala Bonds (as defined below) have been redeemed and none of the 2022 Masala Bonds remain outstanding. For more details, see “Description of ReNew India’s Material Indebtedness.”

During the quarter ended June 30, 2021, wind resource availability was below the levels that ReNew India expected for such period, which resulted in lower than expected plant load factors and energy generation at several of ReNew India’s projects. Operating results for wind and solar energy projects vary significantly depending on natural variations from season to season and from quarter to quarter and year to year. In some shorter periods, the wind or solar conditions may not be within the averages expected for such a period, but still be within ReNew India’s long-term estimates. See “Risk Factors — Risks Relating to ReNew India — If environmental conditions at ReNew India’s wind and solar energy projects are unfavorable, its electricity production, and therefore its revenue from operations may be substantially below expectations.”

In July 2021, ReNew India won a 200 MW solar energy project in an auction conducted by the Maharashtra State Electricity Distribution Company Limited at a tariff of Rs. 2.43/kWh. ReNew India expects to receive a letter of award for this project and then sign a PPA with Maharashtra State Electricity Distribution Company Limited for a term of 25 years.

ReNew India’s Summary Financial Information

ReNew India is providing the following summary historical financial information to assist you in your analysis of the financial aspects of ReNew India.

ReNew India’s balance sheet data as of March 31, 2019, 2020 and 2021 are derived from ReNew India’s audited financial statements, included elsewhere in this proxy statement/prospectus.


 

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The information is only a summary and should be read in conjunction with ReNew India’s audited and reviewed financial statements and related notes, and the section titled “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of ReNew India. Certain amounts that appear in this section may not sum due to rounding. All translations of Indian Rupees into U.S. Dollars for data in the following selected historical financial information were made at the exchange rate of Rs. 73.5047 to $1.00 as of March 31, 2021.

 

     As of March 31,  
     2020      2021      2021  
    

(Rs. in millions)

    

($ in millions)

 

Property, plant and equipment

     340,645        342,036        4,653  

Cash and cash equivalents

     13,089        20,679        281  

Bank balances other than cash and cash equivalents(1)

     31,203        26,506        361  

Total equity(2)

     78,848        64,745        881  

Long-term interest-bearing loans and borrowings(3)

     320,610        335,136        4,559  

Short-term interest-bearing loans and borrowings

     12,148        10,643        145  

 

 

(1)

Certain bank balances of Rs. 142 million as of March 31, 2020, and Rs. 2,999 million as of March 31, 2021 are recorded under non-current financial assets.

(2)

Includes issued capital, share premium, hedge reserve, share based payment reserve, retained earnings other components of equity and Non-controlling interests.

(3)

Includes CCPS of Rs. 23,200 million as of March 31, 2020 and Rs. 26,697 million as of March 31, 2021 and excludes current maturities of long-term interest-bearing loans and borrowings of Rs. 22,926 million as of March 31, 2020 and Rs. 30,454 million as of March 31, 2021 which are disclosed under other current financial liabilities.


 

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RMG II’S SELECTED HISTORICAL FINANCIAL INFORMATION

RMG II is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

RMG II’s balance sheet data as of and for the three months ended March 31, 2021 and as of December 31, 2020 and statement of operations data for the three months ended March 31, 2021 and from July 28, 2020 (inception) through December 31, 2020 are derived from RMG II’s financial statements, included elsewhere in this proxy statement/prospectus. RMG II’s financial statements have been prepared in accordance with U.S. GAAP.

The selected historical information in this section should be read in conjunction with each of RMG II’s financial statements and related notes and “RMG II’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of RMG II following the Business Combination.

 

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RMG ACQUISITION CORPORATION II

CONDENSED BALANCE SHEET

 

     March 31, 2021     December 31, 2020  
     (unaudited)        

Assets:

    

Current assets:

    

Cash

   $ 1,691,425     $ 3,334,227  

Prepaid expenses

     884,231       1,220,558  
  

 

 

   

 

 

 

Total current assets

     2,575,656       4,554,785  

Cash held in Trust Account

     345,006,059       345,000,963  
  

 

 

   

 

 

 

Total Assets

   $ 347,581,715     $ 349,555,748  
  

 

 

   

 

 

 

Liabilities and Shareholders’ Equity:

    

Current liabilities:

    

Accounts payable

   $ 15,036     $ 1,301,044  

Accrued expenses

     226,256       146,000  

Accrued expenses - related party

     18,000       18,000  
  

 

 

   

 

 

 

Total current liabilities

     259,292       1,465,044  

Deferred legal fees

     400,000       400,000  

Deferred underwriting commissions

     12,075,000       12,075,000  

Derivative warrant liabilities

     26,678,600       31,866,110  
  

 

 

   

 

 

 

Total liabilities

     39,412,892       45,806,154  

Commitments and Contingencies

    

Class A ordinary shares; 30,316,882 and 29,874,959 shares subject to possible redemption at $10.00 per share at March 31, 2021 and December 31, 2020, respectively

     303,168,820       298,749,590  

Shareholders’ Equity:

    

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

     —         —    

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,183,118 and 4,625,041 shares issued and outstanding (excluding 30,316,882 and 29,874,959 shares subject to possible redemption) at March 31, 2021 and December 31, 2020

     418       463  

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at March 31, 2021 and December 31, 2020

     863       863  

Additional paid-in capital

     11,579,960       15,999,145  

Accumulated deficit

     (6,581,238     (11,000,467
  

 

 

   

 

 

 

Total shareholders’ equity

     5,000,003       5,000,004  
  

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 347,581,715     $ 349,555,748  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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RMG ACQUISITION CORPORATION II

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

 

Operating expenses

  

General and administrative expenses

   $ 773,426  
  

 

 

 

Loss from operations

     (773,426

Other income (expense)

  

Change in fair value of derivative warrant liabilities

     5,187,510  

Interest income

     48  

Unrealized gain on investments held in Trust Account

     5,097  
  

 

 

 

Total other income (expense)

     5,192,655  
  

 

 

 

Net income

   $ 4,419,229  
  

 

 

 

Weighted average shares outstanding of common stock subject to redemption, basic and diluted

     30,049,323  
  

 

 

 

Basic and diluted net income per share, common stock subject to redemption

   $ —    
  

 

 

 

Weighted average shares outstanding of common stock, basic and diluted

     13,245,131  
  

 

 

 

Basic and diluted net income per share, common stock

   $ 0.33  
  

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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RENEW INDIA’S SELECTED HISTORICAL FINANCIAL INFORMATION

The following tables present ReNew India’s selected consolidated financial and other data. The consolidated statements of profit or loss for the years ended March 31, 2019, 2020 and 2021 and consolidated statements of financial position as of March 31, 2019, 2020 and 2021 have been derived from ReNew India’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operations” and the audited and reviewed consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. ReNew India’s consolidated financial statements are prepared and presented in accordance with IFRS as issued by IASB. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of ReNew India following the Business Combination.

All translations of Indian Rupees into U.S. Dollars for data in the following selected historical financial information were made at the exchange rate of Rs. 73.5047 to $1.00 as of March 31, 2021. ReNew India makes no representation that any Indian Rupee or U.S. Dollar amounts could have been, or could be, converted into U.S. Dollars or Indian Rupees, as the case may be, at any particular rate, the rates stated below, or at all.

 

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Consolidated Statement of Profit or Loss

 

     For the year ended March 31,  
     2019     2020     2021     2021  
     (Rs. in millions)     ($ in millions)  

Consolidated Statement of Profit or Loss

        

Income

        

Revenue from contracts with customers

     43,144       48,412       48,187       656  

Other operating income

     176       78       80       1  

Finance income

     1,471       2,179       3,354       46  

Other income

     3,111       2,634       2,870       39  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total income

     47,902       53,303       54,491       741  
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses

        

Raw materials and consumables used

     81       530       426       6  

Employee benefits expense

     1,008       951       1,259       17  

Depreciation and amortization

     9,496       11,240       12,026       164  

Other expenses

     4,804       5,665       7,582       103  

Finance costs

     27,538       35,487       38,281       521  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     42,927       53,873       59,574       810  
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit/(loss) before share of profit of jointly controlled entities and tax

  

 

 

 

4,975

 

 

 

 

 

 

(570)

 

 

 

 

 

 

(5,083)

 

 

    (69)  

Share in loss of jointly controlled entities

     (40     (53     (45)       (1)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit/(loss) before tax

     4,935       (623 )      (5,128 )      (70 ) 

Income tax expense

        

Current tax

     1,186       486       785       11  

Deferred tax

     634       1,714       2,091       28  

Adjustment of current tax relating to earlier years

     (19     (42     28       0  
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit/(loss) for the year

     3,134       (2,781 )      (8,032 )      (109 ) 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Consolidated Statement of Financial Position

 

     As of March 31,  
     2020     2021     2021  
     (Rs. in millions)           ($ in millions)  

Consolidated Statement of Financial Position

      

Assets

      

Non-current assets

      

Property, plant and equipment

     340,645       342,036       4,653  

Intangible assets

     35,970       36,410       495  

Right of use assets

     4,655       4,264       58  

Investment in jointly controlled entities

     524       —         —    

Financial assets

      

Investments

     624       —         —    

Trade Receivables

     —         1,178       16  

Loans

     126       140       2  

Others

     142       2,999       41  

Deferred tax assets (net)

     1,465       1,611       22  

Prepayments

     1,205       679       9  

Non-current tax assets (net)

     3,620       2,702       37  

Other non-current assets

     5,662       7,715       105  
  

 

 

   

 

 

   

 

 

 

Total non-current assets

     394,638       399,734       5,438  

Current assets

      

Inventories

     609       833       11  

Financial assets

      

Derivative instruments

     8,718       2,691       37  

Trade receivables

     25,914       34,802       473  

Cash and cash equivalents

     13,089       20,679       281  

Bank balances other than cash and cash equivalents

     31,203       26,506       361  

Loans

     10       56       1  

Others

     2,718       3,697       50  

Prepayments

     849       592       8  

Other current assets

     1,808       2,464       34  
  

 

 

   

 

 

   

 

 

 

Total current assets

     84,918       92,320       1,256  
  

 

 

   

 

 

   

 

 

 

Total assets

     479,556       492,054       6,694  
  

 

 

   

 

 

   

 

 

 

Equity and liabilities

      

Equity

      

Issued capital

     3,799       3,799       52  

Share premium

     67,165       67,165       914  

Hedge reserve

     (1,086     (5,224     (71

Share based payment reserve

     1,161       1,165       16  

Retained earnings / (losses)

     1,207       (6,489     (88

Other components of equity

     2,279       1,661       23  
  

 

 

   

 

 

   

 

 

 

Equity attributable to equity holders of the parent

     74,525       62,077       845  

Non-controlling interests

     4,323       2,668       36  
  

 

 

   

 

 

   

 

 

 

Total equity

     78,848       64,745       881  
  

 

 

   

 

 

   

 

 

 

 

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     As of March 31,  
     2020      2021      2021  
     (Rs. in millions)             ($ in millions)  

Non-current liabilities

        

Financial liabilities

        

Interest-bearing loans and borrowings

     320,610        335,136        4,559  

Lease liabilities

     1,387        1,782        24  

Others

        132        2  

Deferred government grant

     810        719        10  

Employee benefit liabilities

     103        143        2  

Contract liabilities

     —          1,364        19  

Provisions

     11,950        13,686        186  

Deferred tax liabilities (net)

     10,166        10,808        147  

Other non-current liabilities

     2,952        2,747        37  
  

 

 

    

 

 

    

 

 

 

Total non-current liabilities

     347,978        366,517        4,986  

Current liabilities

        

Financial liabilities

        

Interest-bearing loans and borrowings

     12,148        10,643        145  

Lease liabilities

     259        330        4  

Trade payables

     3,733        3,245        44  

Derivative instruments

     —          1,070        15  

Other current financial liabilities

     34,296        42,622        580  

Deferred government grant

     38        39        1  

Employee benefit liabilities

     89        252        3  

Contract liabilities

     1        61        1  

Provisions

     4        —          —    

Other current liabilities

     2,054        2,266        31  

Current tax liabilities (net)

     108        264        4  
  

 

 

    

 

 

    

 

 

 

Total current liabilities

     52,730        60,792        827  
  

 

 

    

 

 

    

 

 

 

Total liabilities

     400,708        427,309        5,813  
  

 

 

    

 

 

    

 

 

 

Total equity and liabilities

     479,556        492,054        6,694  
  

 

 

    

 

 

    

 

 

 

Consolidated Statement of Cash Flows

 

     For the year ended March 31,  
     2019     2020     2021     2021  
     (Rs. in millions)     ($in millions)  

Consolidated Statement of Cash Flows

        

Net cash generated from operating activities

     30,000       35,088       32,081       436  

Net cash used in investing activities

     (53,408     (53,724     (17,412     (237

Net cash generated from/(used in) financing activities

     19,609       21,610       (7,079     (96

Net (decrease)/increase in cash and cash equivalents

     (3,799     2,974       7,590       103  

Cash and cash equivalents at the beginning of the year

     13,914       10,115       13,089       178  

Cash and cash equivalents at the end of the year

     10,115       13,089       20,679       281  

 

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Non-IFRS Financial Measures

In addition to ReNew India’s results determined in accordance with IFRS issued by the IASB, ReNew India believes that EBITDA and EBITDA margin are useful to investors in evaluating its operating performance. ReNew India uses this non-IFRS financial information to evaluate its ongoing operations and for internal planning and forecasting purposes. ReNew India believes that non-IFRS financial information, when taken collectively with financial measures prepared in accordance with IFRS, may be helpful to investors because it provides an additional tool for investors to use in evaluating its ongoing operating results and trends and in comparing its financial results with other renewable companies because it provides consistency and comparability with past financial performance. However, its management does not consider non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS.

Non-IFRS financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Non-IFRS financial information may be different from similarly-titled non-IFRS measures used by other companies. The principal limitation of these non-IFRS financial measures is that they exclude significant expenses and income that are required by IFRS to be recorded in ReNew India’s financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-IFRS financial measures.

“EBITDA” is defined as loss/(profit) for the year before (a) income tax expense; (b) share in (profit)/loss of jointly controlled entities; (c) finance costs; and (d) depreciation and amortization.

ReNew India calculates “EBITDA margin” as EBITDA divided by its total income.

A reconciliation is provided below for EBITDA to the most directly comparable financial measure prepared in accordance with IFRS. Investors are encouraged to review the related IFRS financial measures and the reconciliation of non-IFRS financial measures to their most directly comparable IFRS financial measures included below and to not rely on any single financial measure to evaluate ReNew India’s business. The following tables present ReNew India’s profit/loss for the year margin and a reconciliation of EBITDA to profit/loss for the year, its most directly comparable financial measure calculated and presented in accordance with IFRS for the years/periods indicated:

 

    Year ended March 31,  
    2019     2020     2021     2021  
   

(Rs. in millions)

    ($ in millions)(1)  

Total

       

(Loss)/profit for the year/period

    3,134       (2,781     (8,032)       (109

Add: income tax expense

    1,801       2,158       2,904       40  

Add: Share in (profit)/loss of jointly controlled entities

    40       53       45       1  

Add: depreciation and amortization

    9,496       11,240       12,026       164  

Add: finance costs

    27,538       35,487       38,281       521  

EBITDA

    42,009       46,157       45,224       615  

Total income

    47,902       53,303       54,491       741  

EBITDA margin

    87.7     86.6     83.0     83.0

 

 

(1)

Translations of Indian Rupee amounts to U.S. Dollars are provided solely for the convenience of the reader and are not part of ReNew India’s financial statements. Translations were made at the exchange rate of Rs. 73.5047 per $1.00, being the closing exchange rate published by the Reserve Bank of India as of March 31, 2021.

 

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COMPARATIVE PER SHARE DATA

The following table sets forth summary historical comparative share and unit information for RMG II and ReNew India and unaudited pro forma condensed combined per share information of RMG II after giving effect to the Transaction, assuming two redemption scenarios as follows:

 

   

Assuming No Redemptions: This presentation assumes that no RMG II public shareholder exercises redemption rights with respect to its RMG II Class A Shares.

 

   

Assuming Maximum Redemptions: This presentation assumes that RMG II public shareholders holding 30,316,882 of RMG II’s public shares exercise their redemption rights and that such shares are redeemed for their pro rata share ($10 per share as of March 31, 2021) of the funds in the Trust Account for aggregate redemption proceeds of $303,168,820. Furthermore, RMG II will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,000 either immediately prior to or upon consummation of the Business Combination.

The unaudited pro forma condensed combined statement of financial position as of March 31, 2021 gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2021 present pro forma effect to the Transactions as if they had been completed on April 1, 2020.

This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of RMG II and ReNew India and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of RMG II and ReNew India is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The historical financial information of RMG II has been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the combined unaudited pro forma financial information. No adjustments were required to convert RMG II financial statements from U.S. GAAP to IFRS for purposes of the combined unaudited pro forma financial information, except to classify RMG II common stock subject to redemption as non—   current liabilities under IFRS. The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an understanding of the combined company after giving effect to the Business Combination. Additionally, the historical financial information of RMG II was presented in U.S. Dollars. The balance sheet as of March 31, 2021 and the condensed statements of operations for the year ended March 31, 2021 were translated at the exchange rate of Rs. 73.5047 per $1.00, being the closing exchange rate published by the Reserve Bank of India.

The unaudited pro forma combined earnings per share information below does not purport to represent what the earnings per share would have been had the companies been combined during the periods presented, nor earnings per share for any future date or period.

 

 

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     As of March 31, 2021  
Earnings/(loss) per share    Assuming no redemption     Assuming maximum redemption  
     Rs.     $     Rs.     $  

Class A Basic, profit/(loss) attributable to ordinary equity holders of the parent

     (46.02     (0.63     (44.77     (0.61

Class B Basic, profit/(loss) attributable to ordinary equity holders of the parent

     (717,591,377.35     (9,762,523.72     (698,111,385.59     (9,497,506.77

Class C Basic, profit/(loss) attributable to ordinary equity holders of the parent

     (46.02     (0.63     (44.77     (0.61

Class D Basic, profit/(loss) attributable to ordinary equity holders of the parent

     (568,188,219.41     (7,729,957.67     (552,763,979.13     (7,520,117.48

Class A Diluted, profit/(loss) attributable to ordinary equity holders of the parent

     (46.02     (0.63     (44.77     (0.61

Class B Diluted, profit/(loss) attributable to ordinary equity holders of the parent

     (717,591,377.35     (9,762,523.72     (698,111,385.59     (9,497,506.77

Class C Diluted, profit/(loss) attributable to ordinary equity holders of the parent

     (46.02     (0.63     (44.77     (0.61

Class D Diluted, profit/(loss) attributable to ordinary equity holders of the parent

     (568,188,219.41     (7,729,957.67     (552,763,979.13     (7,520,117.48

 

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/ prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/ prospectus. Certain of the following risk factors apply to the business and operations of ReNew India and will also apply to the business and operations of ReNew Global following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of ReNew Global following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by ReNew Global, RMG II and ReNew India which later may prove to be incorrect or incomplete. ReNew Global, RMG II and ReNew India may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair their business or financial condition.

Risks Relating to ReNew India

The COVID-19 pandemic’s adverse impacts on ReNew India’s business, financial position, results of operations, and prospects could be significant.

The COVID-19 pandemic is creating extensive disruptions to the global economy and to the lives of individuals throughout the world. Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal stimulus, and other regulatory changes. A number of governments and organizations have revised gross domestic product, or “GDP” forecasts downward in response to the economic slowdown caused by the spread of COVID-19, and it is possible that the COVID-19 outbreak will cause a prolonged global economic crisis or recession. While the scope, duration and full effects of COVID-19 are rapidly evolving and not fully known, the pandemic and related efforts to contain it have disrupted global economic activity, adversely affected the functioning of financial markets, impacted interest rates, increased economic and market uncertainty, and disrupted trade and supply chains. Resurgence of the virus or a variant of the virus that causes a rapid increase in cases and deaths and if measures taken by governments fail or if vaccinations are not administered as planned, may cause significant economic disruption in India and in the rest of the world. If these effects continue for a prolonged period or result in sustained economic stress or recession, many of the risk factors identified in this prospectus could be exacerbated and such effects could have a material adverse impact on ReNew India.

For example, the Ministry of Power as well as various central and state government departments, in India have implemented restrictions to contain the spread of COVID-19. Accordingly, some of ReNew India’s subsidiaries have received notices from customers invoking force majeure provisions under their respective PPAs and claiming, among other things, additional time for making payments, as well as the right to curtail the demand of power, on grounds that the restrictions have impacted the liquidity of such customers and their contractual counterparties (which have also faced difficulties in collection of payments from customers), thereby reducing their ability to make timely payments under the PPAs. While ReNew India’s counterparties have agreed to make payments, such payments may not be received in time or at all. In addition, ReNew India may not be able to rely on force majeure clauses under its PPAs to terminate or amend the terms of the PPAs.

The Government of India imposed a nationwide lockdown in India on March 25, 2020 which continued until May 31, 2020, while gradually relaxing restrictions during the period. As a result, some of ReNew India’s projects that were under-construction or set to be commissioned were impacted. Accordingly, the scheduled commercial operation dates for those projects have been delayed. Similarly, because of the resurgence of the COVID-19 virus in India in April 2021, the scheduled commercial operation dates for ReNew India’s committed

 

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projects have been impacted. The Government of India has in the past extended the timeline for completing the construction of renewable energy projects as a result of the COVID-19 pandemic and has similarily extended the timeline for commissioning projects as a result of the second wave of the COVID-19 pandemic in India. Such extensions could increase costs which may not be recoverable from customers and its capital expenditure forecasts for those projects may be impacted. If ReNew India or any of its offtakers are not able to meet the obligations under the PPAs due to the impact of COVID-19, there could be an adverse effect on ReNew India’s business, results of operations and cash flows. See “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operation—Impact of COVID-19” for more information on the impact of COVID-19.

There are a limited number of purchasers of utility-scale quantities of electricity, which exposes ReNew India and its solar and wind energy projects to risks.

ReNew India generated 80% of its total income from PPAs with central and state government-utility companies in the year ended March 31, 2021. Further, ReNew India had four customers that are state distribution companies, each of which accounted for over 10% of its total income in the year ended March 31, 2021. Since distribution of electricity is controlled by central and state government-utility companies in India, there is a concentrated pool of potential purchasers for grid connected, utility-scale electricity generated by solar and wind energy projects. Such concentration restricts ReNew India’s ability to find new offtakers. If any of ReNew India’s offtakers become unable or unwilling to fulfil their contractual obligations under the relevant PPA or refuses to accept power delivered under the PPAs or otherwise terminates such agreements prior to the expiration thereof, ReNew India’s assets, liabilities, business, financial condition, results of operations and cash flows could be materially and adversely affected. Furthermore, if the financial condition of these utilities or power purchasers deteriorate or other government policies to which they are currently subject to change, demand for electricity produced by ReNew India’s utility-scale wind and solar projects could be negatively impacted.

ReNew India’s revenues are exposed to fixed tariffs and changes in tariff regulation and structuring.

A substantial portion of ReNew India’s income is derived from the sale of electricity based on the tariffs specified in PPAs, which are mostly determined through the competitive bidding process. Tariffs for ReNew India’s commercial and industrial customers are based on bilateral negotiations. Any reductions in tariffs may adversely affect ReNew India’s financial condition. Further, there is no assurance that after ReNew India wins a bid, the definitive PPA will be signed as offtakers may withdraw their intention to sign the PPA with it even after issuing a letter of award, or “LOA,” to ReNew India or we may not be able to satisfy the conditions of the LOA.

Recently tariffs on recent bids have been lower than tariffs on bids for prior bidding rounds. As a result, offtakers may withdraw their intention to sign definitive PPAs and participate in new bids instead. As a result, the central and state government offtakers may not enter into definitive PPAs, even if the LOA has been granted, due to higher tariffs under such LOAs. For example, one of ReNew India’s subsidiaries received a letter of allotment to develop 200 MW capacity in the state of Gujarat, India at a bid price of Rs. 2.92 per unit. With the decrease in tariffs, the offtaker is planning to cancel existing LOAs awarded and has called for new bids. While ReNew India have filed petitions before the relevant forums challenging the new bids, an adverse outcome could impact ReNew India’s financial conditions and results of operations. For more details, see “ReNew India’s Business—Legal Proceedings.”

Under ReNew India’s long-term PPAs, it typically sells power generated from its projects to state distribution companies at pre-determined, fixed tariffs. Accordingly, if there is an industry-wide increase in tariffs or if it is seeking an extension of the term of the PPA, ReNew India may not be able to renegotiate the terms of the PPA to take advantage of the increased tariffs. In addition, in the event of increased operational costs, ReNew India may also not have the ability to reflect a corresponding increase in its tariffs, and pass through these costs to its offtakers. Therefore, the prices at which ReNew India supplies power generally have little or no relationship with the costs incurred in generating power. While some of ReNew India’s PPAs provide

 

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for tariff increase for “change in law,” any such increase in tariff requires regulatory approvals which can be time consuming and expensive. Some of the directives from the Government of India and orders passed by the judicial authorities in India could include directives for conservation of the environment or wildlife. For instance, a petition has been filed before the Supreme Court of India aimed at the conservation of two species of birds, the Great Indian Bustard and the Lesser Florican, which are protected species in the states of Rajasthan and Gujarat. These species of birds have been known to collide with overhead transmission lines and suffer injuries or die. The petitioner has sought directions to these states to ensure predator proof fencing, barring installation of overhead power lines, further construction of windmills and installation of solar infrastructure in priority and potential habitats. In an interim order in the proceedings, the Supreme Court has ordered for installation of diverters, as well as conversion of overhead power lines to underground lines, subject to technical evaluation of such conversion by a committee set up by the Supreme Court in this regard. The conversion of overhead cables into underground power lines, wherever considered feasible by such committee, is to take place within a period of one year. In line with the order, any costs incurred on account of such steps to protect the species of birds would be incurred by the respective state governments/ authorities, and any cost incurred by power generators could be passed on to the ultimate consumer, subject to approval of the competent regulatory authority.

ReNew India may face difficulties in recovering the costs of such corrective measures from the respective state governments/authorities in a timely manner, and may also face resistance from the regulators when they seek an increase in tariff rates. This may lead to disputes and impact ReNew India’s cash flows and results of operations.

While ReNew India analyzes potential costs before submitting a bid, any unexpected event could increase its estimated costs which it may not be able to recover from its offtakers. For instance, two subsidiaries of ReNew India were directed to pay approximately Rs. 27.21 million and Rs. 25.36 million in the form of entry tax for the supply of goods into the State of the Andhra Pradesh from other states in India. While ReNew India has challenged this before the courts in India, such events may result in an increase in costs. For details, see “ReNew India’s Business—Legal Proceedings.”

Further, ReNew India’s PPAs provide for a reduction of tariff if it fails to commission a project by the scheduled commission date. In certain cases, the term of ReNew India’s PPAs is less than the expected life of ReNew India’s projects, which may expose it to the risk of being unable to sell the power generated after the term of the PPA or sell power at less favorable tariffs and terms than originally stipulated under the original PPAs for such projects. Failure to enter into or renew PPAs in a timely manner and on terms that are acceptable to ReNew India could adversely affect its business, results of operations and cash flows. There could also be negative accounting consequences if ReNew India is unable to extend or replace expiring PPAs, including writing down the carrying value of assets at such power project.

Counterparties to ReNew India’s PPAs may not fulfill their obligations, which could result in a material adverse impact on ReNew India’s business, financial condition, results of operations and cash flows.

ReNew India generates a substantial portion of its income from the sale of power contracted under PPAs with central and state government-utility entities. Some of the offtakers may become subject to insolvency or liquidation proceedings during the term of the relevant contracts, and the credit support received from such offtakers may not be sufficient to cover ReNew India’s losses in the event of a failure to perform. In addition, external events, such as an economic downturn or failure to obtain regulatory approvals, could also impair the ability of some ReNew India’s offtakers to fulfil their obligations under the PPAs. For example, Chandigarh International Airport Limited or “CHIAL,” was unable to procure relevant approvals to source power from ReNew India’s power plants. While ReNew India received compensation up to 50% of the total loss suffered as per the terms of the PPAs and net metering was permitted subsequently enabling CHIAL to offtake all of the power from ReNew India’s power plants, such non-compliance of the PPAs by ReNew India’s offtakers could have a material adverse impact on its financial condition and results of operations.

 

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There may also be delays associated with collection of receivables from offtakers because of their financial condition Government entities to which ReNew India sells power do not have credit ratings, so there are no credit ratings to consider. For example, Moody’s Investor Services Inc. and Standard and Poor’s Financial Services LLC have given a rating of Baa3 and BBB- to the Government of India. As a result, some of the state governments in India, if rated, would likely rate lower than the Government of India. While ReNew India is entitled to charge interest for delayed payments, the delay in recovering the amounts, including interest, due under these PPAs could adversely affect ReNew India’s operational cash flows. As of March 31, 2021, ReNew India had trade receivables of Rs. 35,980 million, of which receivables from government owned or controlled entities accounted for Rs. 34,238 million. Although the central and state governments in India have taken steps to improve the liquidity, financial condition and viability of state electricity distribution utility companies, there can be little or no assurance that these utility companies will have the resources to pay ReNew India on time or at all. For example, ReNew India’s government offtakers in the state of Andhra Pradesh, India filed a petition before the Andhra Pradesh Electricity Regulation Commission, or “APERC,” seeking a recalculation of tariffs payable by them under various PPAs with wind developers, including to ReNew India While the High Court of Andhra Pradesh dismissed the notices, ReNew India may continue to face difficulties in receiving the outstanding tariff receivables from its offtakers. As of March 31, 2021, receivables from such offtakers constituted 39% of ReNew India’s total trade receivables. Any failure to recover this amount could have an adverse impact on ReNew India’s financial condition and results of operations. For further details on this litigation, see “ReNew India’s Business—Legal Proceedings.”

Further, to the extent any of ReNew India’s offtakers are, or are controlled by, governmental entities, bringing actions against them to enforce their contractual obligations is often difficult. ReNew India’s facilities may also be subject to legislative or other political action that may impair their contractual performance.

ReNew India’s PPAs may be terminated by its counterparties upon the occurrence of certain events.

ReNew India’s profitability is largely a function of its ability to manage its costs during the terms of the PPAs and operate its power projects at optimal levels. If ReNew India is unable to manage its costs effectively or operate its power projects at optimal levels, its business and results of operations may be adversely affected. ReNew India’s PPAs typically allow an offtaker to terminate the agreement or demand penalties from ReNew India upon the occurrence of certain events, including the failure to comply with prescribed minimum shareholding requirements; complete project construction or connect to the transmission grid by a certain date; supply the minimum amount of power specified; comply with prescribed operation and maintenance requirements; obtain regulatory approvals and licenses; comply with technical parameters set forth in grid codes and regulations; and comply with other material terms of the relevant PPA. Furthermore, some of ReNew India’s PPAs allow termination for force majeure events, and lockdowns in response to COVID-19 may be considered a force majeure event by the Indian courts. If a PPA is terminated, ReNew India could be exposed to additional legal liability, reputational damage, and it might not be able to enter into a new PPA on favorable terms or at all. For example, in 2017, an offtaker, Madhya Pradesh Power Management Company Limited, Jabalpur terminated its PPA with ReNew India alleging delays on the by ReNew India in procuring land for the construction of the project. While the Supreme Court of India reinstated the PPA, ReNew India was directed to pay penalties of Rs. 119.6 million for the delay. In instances where ReNew India is entitled to receive termination payments from a counterparty, there can be no assurance that such counterparty will make such payments on time or at all. Further, it is unlikely that any such termination payment will be adequate to pay all the outstanding third-party debt that ReNew India has incurred for the project.

Certain of ReNew India’s PPAs allow its offtakers to purchase a portion of the relevant project from ReNew India under certain circumstances. Some of the PPAs also entitle ReNew India’s lenders to appoint another party as the operator of ReNew India’s projects, under certain circumstances, such as the creation of security contravening the terms of the relevant PPAs, bankruptcy, insolvency or winding up proceedings against a power generator, or a change in control event without the lender’s consent. If any such third party is not appointed within the stipulated time, the PPAs may be terminated by the offtakers and ReNew India may be required to

 

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acquire the project on mutually agreed terms in the relevant PPAs. If ReNew India is unable to acquire the project, the lenders may enforce their mortgage rights under the respective credit agreements. If such buy-outs or step-ins occur and ReNew India is unable to locate and acquire suitable replacement projects on time, ReNew India’s business, financial condition and results of operations may be materially and adversely affected.

During the years ended March 31, 2020 and March 31, 2021, ReNew India generated an operating loss and cannot assure you that it will regain profitability in the future.

ReNew India generated a loss of Rs. 2,781 million and Rs. 8,032 million in the years ended March 31, 2020 and 2021, respectively. The loss in the year ended March 31, 2020 was primarily due to interest expense on CCPS of Rs. 2,230 million and an increase in tax expenses of some of ReNew India’s subsidiaries which opted for a new taxation regime and had to write-off MAT credit of Rs. 938 million available before the transition to the new tax regime. The loss in the year ended March 31, 2021 was primarily due to a decrease in revenue from ReNew India’s wind power projects resulting from lower plant load factors at ReNew India’s wind power Projects and an increase in interest expense on CCPS of Rs. 1,131 million, increase in finance cost on projects getting operational during the year ended March 31, 2020 and March 31, 2021. Losses in the year ended March 31, 2020 and 2021 were on account of non-operational and operational reasons, and ReNew India might not be able to regain profitability and the negative trends in ReNew India’s financial condition might continue. See “Management’s Discussion and Analysis of ReNew India’s Financial Condition and Results of Operation—Results of Operations” for more information.

ReNew India faces risks and uncertainties when developing wind and solar energy projects.

The development and construction of wind and solar energy projects involve numerous risks and uncertainties and require extensive research, planning and due diligence. Before ReNew India determines whether a solar or wind energy project is economically, technologically or otherwise feasible, it may be required to incur significant capital expenditure for land and interconnection rights, regulatory approvals, preliminary engineering, equipment procurement, legal and other work. Success in developing a project depends on many factors, including:

 

   

securing appropriate land, with satisfactory land use permissions, on reasonable terms;

 

   

accurately assessing resources availability at levels deemed acceptable for project development and operations;

 

   

fluctuations on foreign exchange rates impacting equipment and supplier costs;

 

   

receiving critical components and equipment (that meet ReNew India’s design specifications) on schedule and on acceptable commercial terms;

 

   

securing necessary project approvals, licenses and permits in a timely manner;

 

   

availability of adequate grid infrastructure and obtaining rights to interconnect the project to the grid or to transmit energy;

 

   

obtaining financing on competitive terms;

 

   

completing construction on schedule without any unforeseeable delays; and

 

   

entering into PPAs or other offtake arrangements on acceptable terms.

Generally, ReNew India’s PPAs require that it brings its projects to commercial operation by certain dates. There may be delays or unexpected difficulties in completing its projects as a result of these or other factors. ReNew India may also reduce the size of some of its projects due to the occurrence of any of these factors. If ReNew India experiences such problems, its business, financial condition, results of operations and prospects could be materially and adversely affected. Additionally, these factors may adversely affect the demand for wind

 

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and solar energy projects in India, which could impair ReNew India’s business and prospects. For example, there have been delays in commissioning of certain projects in Karnataka and in particular, a portion of the 250 MW SECI II project. If ReNew India is unable to adhere to project timelines for reasons other than as specifically contemplated in the PPAs, it could result in the reduction in tariffs, or other penalties, including paying liquidated damages in proportion to the amount of power not supplied, or granting the offtaker the right to draw on performance bank guarantees provided by ReNew India, including in certain cases up to 100% of the bank guarantee, or termination of the PPAs. Further, ReNew India may also be subject to penalties in respect of failure to ensure transmission of electricity from the project to the grid and the respective offtaker, as agreed under the respective PPA and/or transmission agreements.

ReNew India is subject to credit and performance risk from third-party suppliers and contractors.

ReNew India enters into contracts with third-party suppliers of equipment, materials and other goods and services for the development, construction and operation of its projects as well as for other business operations. While ReNew India maintains a diversified set of vendors, it remains subject to the risk that vendors will not perform their obligations. If ReNew India’s vendors do not perform their obligations, or if they deliver any components that have a manufacturing defect or do not comply with the specified quality standards and technical specifications, it may result in a material breach of the relevant supply agreement. While ReNew India may be able to make a claim against the applicable warranty to cover all or a portion of the expense or losses associated with the defective product, such claims may not be sufficient to cover all of ReNew India’s expense and losses. In addition, these suppliers could cease operations and no longer honor the warranties, which would leave ReNew India to cover the expense and losses associated with the defective products. If ReNew India’s third-party providers are unable to perform their obligations, including due to bankruptcy, winding up or any injunction, it may incur additional costs in finding a replacement service provider or experience significant delays in performing its related obligations.

Contractors and suppliers in ReNew India’s projects are generally subject to liquidated damages for failures to achieve timely completion or for performance shortfalls. ReNew India’s O&M, contractors may fail to plan their operational strategy for the complete lifecycle of a given project, which could potentially create problems such as an inability to service turbines or solar modules over the project lifecycle, or failure to maintain the required site infrastructure or adequate resources at project sites. If ReNew India’s O&M contractors fail to perform as required under O&M agreements, affected projects may experience decreased performance, reduced useful life or shut downs, any of which may adversely affect ReNew India’s operational performance, financial condition and results of operations.

Liquidated damages payable under third-party EPC and O&M contracts are generally limited to a specified amount or a percentage of the contract price or the annual fees payable. As a result, the damages recovered from defaulting vendors may not be sufficient to cover ReNew India’s losses.

Restrictions on solar equipment imports, and other factors affecting the price or availability of solar equipment, may increase ReNew India’s business costs.

A substantial portion of ReNew India’s equipment, mainly solar module panels, are imported from China and certain other countries. Any restrictions or additional duties imposed by the governments of India or China, or of any other exporting countries could adversely affect ReNew India’s business, results of operations and prospects. For example, on July 29, 2020, the Government of India imposed safeguard duties on the import of solar module panels from certain countries including China. As a result, ReNew India was subject to investigations by government authorities for importing solar modules from China. While ReNew India challenged the investigations before the courts in India and no duties were eventually levied, there is no assurance that such duties will not be levied in the future. Such duties could result in an increase in ReNew India’s input costs for its solar business, especially if the costs cannot be passed on to its offtakers, which could have a material adverse impact on ReNew India’s business, financial condition and results of operations.

 

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Furthermore, there have been recent press reports on studies claiming that the production of polysilicon, a key component of solar modules, relies on the use of forced labor in China’s Xinjiang province, which accounts for nearly 45% of global polysilicon production. If such claims are true and countries, including India, impose restrictions on the sourcing of solar equipment from China, the availability of such equipment may be adversely affected and their prices may rise. Further, in May 2021, the Directorate General of Trade Remedies in India initiated an investigation to determine the existence, degree and effect of any alleged dumping in respect of solar cells (whether or not assembled into modules or panels) originating in or exported from China, Thailand and Vietnam, and to recommend the amount of anti-dumping duty, which if levied, would be adequate to remove the injury to the domestic industry in India. This investigation is currently pending. These and other factors affecting the price or availability of solar equipment or the materials and components used therein could increase ReNew India’s business costs and adversely affect its results of operations.

Delays in obtaining, or a failure to maintain, governmental approvals and permits required to construct and operate ReNew India’s projects may adversely affect the development, construction and operation of ReNew India’s projects.

The design, construction and operation of ReNew India’s projects are highly regulated, require various governmental approvals and permits, and may be subject to conditions that may be stipulated by relevant government authorities which vary from state to state. There can be no assurance that all permits required for a given project will be granted in time or at all. If ReNew India fails to obtain or renew such licenses, approvals, registrations and permits in a timely manner, it may not be able to commence or continue operating its projects in accordance with its contracted schedules or at all, which could adversely affect its business and results of operations. An example of such delay is the approval required for “change in land use from agricultural to non-agricultural” in the state of Karnataka, India. Such approvals can take between six months to two years, which could impact ReNew India’s ability to meet the timelines under ReNew India’s PPAs. In such circumstances, ReNew India may have to begin the development of projects while the relevant approvals are pending. Further, since April 2021, there have been delays in getting government approvals in India as many government offices are shut because of a rise in COVID-19 infections in India which could impact ReNew India’s ability to commission its under-construction projects on time. ReNew India has also received notices from regulatory authorities on its compliance with certain wind and solar generation regulations and the billing rates with respect to power consumption, and ReNew India has filed petitions with regulatory authorities regarding the billing methodology. There is no assurance that relevant government authorities will not take any action in the future which may expose ReNew India to penalties or have a material adverse impact on its operations.

ReNew India’s business has grown rapidly since its inception, and it may not be able to sustain its rate of growth.

Given the size of ReNew India’s project portfolio has grown considerably since 2016, it may not be able to grow at similar rates in the future. Although ReNew India intends to continue to expand its business significantly with a number of new projects in both existing and new geographies in India, it may not be able to sustain its historical growth rate for various reasons. Success in executing ReNew India’s growth strategy is contingent upon, among others:

 

   

accurately prioritizing geographic markets for entry, including by making accurate estimates of addressable market demand;

 

   

identifying suitable sites for ReNew India’s projects;

 

   

participating in and winning renewable energy auctions on acceptable terms;

 

   

acquiring land rights and developing ReNew India’s projects on time, within budget and in compliance with regulatory requirements;

 

   

effectively tracking bid policies and bid updates;

 

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obtaining cost effective financing needed to develop and construct projects;

 

   

efficiently sourcing components that meet its design specifications on schedule and;

 

   

negotiating favorable payment terms with suppliers and contractors;

 

   

continued availability of economic incentives along expected lines; and

 

   

signing PPAs or other offtake arrangements on commercially acceptable terms.

ReNew India’s existing operations, personnel and systems may not be adequate to support its growth and expansion plans and ReNew India may make additional investments in its business systems, operational procedures and business processes, and manage its employee base in order to expand its project development efforts. As ReNew India grows, it also expects to encounter additional challenges in relation to project selection, construction management and capital commitment processes, as well as ReNew India’s project financing capabilities. These factors may restrict ReNew India’s ability to take advantage of market opportunities, execute its business strategies successfully, respond to competitive pressures and maintain its historical growth rates.

Implementing ReNew India’s growth strategy requires significant capital expenditure and will depend on its ability to maintain access to multiple funding sources on acceptable terms.

ReNew India requires significant capital for the installation and development of ReNew India’s projects and to grow ReNew India’s business. ReNew India believes that it has benefitted from a well-balanced mix of equity, corporate debt and project financing that has contributed to the rapid growth of ReNew India’s business. It might not be able to continue financing or refinancing its projects with an effective combination of equity and debt as it has done in the past and the interest rates and the other terms of available financing might not remain attractive. Any changes to ReNew India’s growth strategy could impair ReNew India’s ability to grow its portfolio of wind and solar energy projects. In addition, rising interest rates could adversely affect ReNew India’s ability to secure financing on favorable terms and increase its cost of capital. ReNew India’s ability to obtain external financing on favorable terms is subject to a number of uncertainties, including, its financial condition, results of operations and cash flows; interest rates; its ability to comply with financial covenants in other financing arrangements; its credit rating and those of its project subsidiaries; the general conditions of the global equity and debt capital markets and the liquidity in the market. If ReNew India is unable to obtain financing on attractive terms or sustain the funding flexibility it has enjoyed in the past, its business, financial condition, results of operations and prospects may be materially and adversely affected.

The delay between making significant upfront investments in ReNew India’s wind and solar power projects and receiving revenue could materially and adversely affect its liquidity, business, results of operations and cash flows.

There are generally many months or even years between ReNew India’s initial bid in renewable energy auctions to build solar and wind energy projects and the date on which ReNew India begins to recognize revenue from the sale of electricity generated by such projects. ReNew India’s initial investments include, without limitation, legal, accounting and other third-party fees, costs associated with project analysis and feasibility studies, payments for land rights, payments for interconnection and grid connectivity arrangements, government permits, engineering and procurement of solar panels, modules, balance of system costs or other payments, which may be non-refundable. As such, projects may not be fully monetized for 25 years from commencement of commercial operations given the typical length of the PPAs, but ReNew India bears the costs of its initial investment upfront. Furthermore, ReNew India has historically relied on its own equity contribution and debt to pay for costs and expenses incurred during project development. ReNew India typically recognizes revenue from solar and wind energy projects only when they are operational and ReNew India commences supply of power to offtakers. There may be long delays from the initial bid to projects becoming shovel-ready, due to the timing of auctions, permits and the grid connectivity process. Between ReNew India’s initial investment in the development of permits for solar and wind energy projects and their connection to the transmission grid, there

 

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may be adverse developments, such as unfavorable environmental or geological conditions, labor strikes, panel shortages or monsoon weather. Furthermore, ReNew India may not be able to obtain all of the permits as anticipated, permits that were obtained may expire or become ineffective and it may not be able to obtain project level debt financing as anticipated. In addition, the timing gap between ReNew India’s upfront investments and actual generation of revenue, or any added delay in between due to unforeseen events, could put strains on ReNew India’s liquidity and resources, and materially and adversely affect its profitability, results of operations and cash flows.

ReNew India’s ability to deliver electricity to various counterparties requires the availability of and access to interconnection facilities and transmission systems, and it is exposed to the extent and reliability of the Indian power grid and its dispatch regime.

ReNew India’s ability to sell electricity is impacted by the availability of, and access to, relevant and adequate evacuation and transmission infrastructure required to deliver power to its contractual delivery point and the arrangements and facilities for interconnecting its generation projects to the transmission systems, which are owned and operated by third parties or state electricity boards. The operational failure of existing interconnection facilities or transmission facilities or the lack of adequate capacity of such interconnection or transmission facilities or evacuation infrastructure may adversely affect ReNew India’s ability to deliver electricity to its counterparties which may subject it to penalties under the PPAs.

India’s physical infrastructure, including its electricity grid, is less developed than that of many countries. As a result of grid constraints, such as grid congestion and restrictions on transmission capacity of the grid, the transmission and dispatch of the full output of ReNew India’s projects may be curtailed. ReNew India may have to stop producing electricity during periods when electricity cannot be transmitted—for instance, when the transmission grid malfunctions. Further, in certain cases, the interconnection approval to the grid is granted on a temporary basis. If interconnection approvals are not regularised, it may result in lack of evacuation facilities being available for projects. This may affect ReNew India’s ability to supply the contracted amount of power to the offtaker which may result in penalties being imposed on ReNew India under the PPAs. Furthermore, if construction of power projects in India, particularly in the states and regions that ReNew India operates in, outpaces transmission capacity of power grids, it may not be in a position to transmit all of its potential electricity to the power grid and therefore is dependent on the availability of the grid infrastructure.

If transmission infrastructure does not already exist, is inadequate or is otherwise unavailable, ReNew India is responsible for establishing a connection with the grid interconnection themselves. In such cases, ReNew India will be exposed to additional costs and risks associated with developing transmission lines and other related infrastructure, including the ability to obtain rights of way from land owners for the construction of transmission grids, which may delay or increase the cost of its projects.

Although the Government of India has accorded renewable energy “must-run” status (which means that any renewable power that is generated must always be accepted by the grid), power producers and government entities are required to undertake planned generation and drawing of power in order to maintain the safety of the power grid. The Government of India also imposes deviation charges for shortfall or excess in the generation of power in order to facilitate grid integration and stability of solar and wind power generating stations. In some cases, this may curtail ReNew India’s ability to transmit electricity into the power grid, which may adversely affect ReNew India’s financial condition and results of operations.

Technical problems may reduce energy production below ReNew India’s expectations.

ReNew India’s generation assets, including transmission lines and facilities that it constructs or owns, may not continue to perform due to equipment failure, wear and tear, latent defects, design error or operator error, early obsolescence or force majeure events, among other things, which may lead to unexpected maintenance needs, unplanned outages or other operational issues and have a material adverse effect on its projects, business,

 

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financial condition and results of operations. In addition, spare parts for wind and solar turbines and key pieces of electrical equipment may be hard to acquire, or may have significant sourcing lead time. Specifically, for wind turbines, ReNew India utilizes the proprietary technology of some of its vendors and any failure by that vendor in supplying the technology or providing periodic maintenance or upgrade in a timely basis could adversely impact ReNew India’s operations. Further, sources for some significant spare parts and other equipment are located outside of India. If there is a shortage of critical spare parts or replacement solar modules, ReNew India could incur significant delays in returning facilities to full operation.

Any mechanical failure or shutdown of equipment sourced from third parties could result in ReNew India having to shut down the entire project. Such events could materially and adversely impact ReNew India’s generating capacity. If any shutdowns continue for extended periods, this may give rise to contractual penalties or liabilities, loss of offtakers and damage to ReNew India’s reputation. Although ReNew India is entitled to be compensated by manufacturers for certain equipment failures and defects in certain cases, these arrangements may not be enough to cover all losses suffered. While manufacturing defects are typically covered under the warranty agreements, ReNew India may have to bear the costs of repairing the equipment for any damages not foreseeably covered under its supply agreements which could have a material adverse effect on ReNew India’s business, financial condition, results of operations and cash flows.

The growth of ReNew India’s business depends on developing and securing rights to sites suitable for the development of projects.

ReNew India’s ability to realize its business and growth plans is dependent on its ability to develop and secure rights to sites suitable for the development of projects. Suitable sites are determined on the basis of cost, wind and solar resource levels, topography, grid connection infrastructure and other relevant factors, which may not be available in all areas. Further, utility-scale wind and solar energy projects must be interconnected to the power grid in order to deliver electricity, which requires ReNew India to find suitable sites with adequate evacuation and transmission infrastructure. Utility-scale solar energy projects also require sufficient contiguous land for development, which may be difficult to procure on suitable terms. Land used for ReNew India’s projects are subject to other third-party rights such as right of passage and right to place cables and other equipment on the properties, which may interfere with ReNew India’s right to use the land and ultimately impair its operations.

ReNew India does not own all the land on which it operates.

Some of the land area ReNew India utilizes or intends to utilize for its projects is leased. Conditions under lease agreements typically include restrictions on leasehold interest or rights to use the land, continual operating requirements, and other obligations which include obtaining requisite approvals, payment of necessary statutory charges and giving preference to local workers for construction and maintenance. ReNew India is also exposed to the risk that these leases will not be extended or will be terminated by the relevant lessees. Some of ReNew India’s projects are located, or will be located, on revenue land that is owned by the state governments or on land acquired or to be acquired from private parties. The timeline for transfer of title in the land is dependent on the type of land on which the power projects are, or will be, located, and the policies of the relevant state government in which such land is located. In the case of land acquired from private parties, which is agricultural land, the transfer of such land from agriculturalists to non-agriculturalists such as ReNew India and the use of such land for non-agricultural purposes may require an order from the relevant state land or revenue authority allowing such transfer or use. For revenue land, ReNew India obtains a lease from the relevant government authority. In certain cases, the land leased for the development of renewable energy projects is obtained on a sub-lease from the relevant state governments, which in turn has leased such land from private parties. Such land may be subject to disputes on account of right of way, encroachment and other related issues.

There is no assurance that the outstanding approvals would be received in time, or that lease or sub-lease deeds would be executed in a timely manner, such that the operation of the projects will continue unaffected. In certain cases, any delay in the construction or commissioning of a project due to reasons beyond ReNew India’s

 

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control may result in termination of the lease. Further, the terms of lease and sub-lease agreements may also not be co-terminus with the lifetime of the power projects, taken together with the period of time required for construction and commissioning of the project. Accordingly, ReNew India will have to obtain extensions of the terms of such leases and sub-leases for the remainder of the terms of the corresponding PPAs. In the event that the relevant state authorities do not wish to renew the lease or sub-lease agreements, ReNew India may be forced to remove its equipment at the end of the lease and its business, results of operations, cash flows and financial condition could be adversely affected.

Growing the wind and solar energy project portfolio through acquisitions may subject ReNew India to additional risks that may adversely affect its business, financial condition, results of operations and prospects.

A principal component of ReNew India’s strategy is to continue to expand its operations by growing its wind and solar energy portfolio through the development of new projects and selective acquisitions of existing or committed projects, and adopting new technologies for peak power supply, round the clock supply and storage services. Successful integration of acquired projects will depend on ReNew India’s ability to effect any required changes in operations or personnel, and may require capital expenditure. ReNew India may encounter difficulties in integrating the acquired projects in a timely and cost-effective manner, difficulties in establishing effective management information and financial control systems, and unforeseen legal, regulatory, contractual or other issues. Any failure to successfully integrate the portfolio of wind and solar energy projects may limit ReNew India’s ability to grow its business.

While ReNew India evaluates acquisition opportunities based on its targeted return, operational scale and diversification criteria and on whether it considers these opportunities to be available at reasonable prices, acquisitions involve risks that could materially and adversely affect its business, including the failure of the new acquisitions or projects to achieve the expected investment results, risks related to the integration of the assets or businesses and integration or retention of personnel relating to the acquired assets or companies, adverse impact of purchase price adjustments, and the inability to achieve potential synergies in a profitable manner, risks associated with the diversion of ReNew India’s management’s attention from its existing business and risks associated with entering into any new markets. The discovery of any material liabilities subsequent to an acquisition, as well as the failure of a new acquisition to perform according to expectations, could adversely affect ReNew India’s business, financial condition, results of operations and prospects.

If environmental conditions at ReNew India’s wind and solar energy projects are unfavorable, its electricity production, and therefore its revenue from operations may be substantially below expectations.

The revenue generated by ReNew India’s projects are proportional to the amount of electricity generated, which in turn is dependent on prevailing environmental conditions. Operating results for wind and solar energy projects vary significantly depending on natural variations from season to season and from year to year, and may also change permanently because of climate change or other factors. In some periods, the wind or solar conditions may fall within ReNew India’s long-term estimates but not within the averages expected for such a period. In addition, the amount of electricity ReNew India’s projects produce is dependent in part on the amount of sunlight or radiation (in the case of solar power projects) and on actual wind conditions, including wind speed (in the case of wind power projects).

Wind energy is highly dependent on weather conditions and in particular on wind conditions, which can be highly variable, particularly during the monsoon season in India which lasts from May to September. The profitability of a wind energy project depends not only on observed wind conditions at the site, which are inherently variable, but also on whether observed wind conditions are consistent with assumptions made during the project development phase. Actual wind conditions at these sites, however, may not conform to the measured data in these studies and may be affected by variations in weather patterns, including any potential impact of climate change. For example, wind resource availability in recent years has generally been lower than projected, which has lowered the plant load factors and energy generation at several of ReNew India’s projects. In addition,

 

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climatic conditions may be adversely affected by nearby objects (such as buildings, other large-scale structures or wind turbines) developed later by third parties. Therefore, the electricity generated by ReNew India’s wind energy projects may not meet ReNew India’s anticipated production levels. If the wind resources at a particular site are below the levels ReNew India expects including in terms of quality, ReNew India’s rate of return for that project would be below ReNew India’s expectations. Specifically, unfavorable wind conditions during the monsoon season could adversely affect production levels and revenues.

ReNew India bases its investment decisions with respect to each project on the findings of related solar studies conducted on-site prior to construction. However, actual climatic conditions at a project site may not conform to the findings of these studies. Unfavorable weather and atmospheric conditions could impair the effectiveness of ReNew India’s projects or reduce their output to levels below their rated capacity. Furthermore, components of ReNew India’s systems, such as solar panels and inverters, could be damaged by severe weather conditions, such as hailstorms, tornadoes or lightning strikes or levels of pollution, dust and humidity. The operational performance of a particular solar energy project also depends on the contour of the land on which the project is situated. In case of highly variable contour land, the output of the solar farm situated on such a surface may be sub-optimal. ReNew India’s solar power projects are also affected by the monsoon season, which generally lasts from May through September.

A sustained decline in environmental and other conditions at ReNew India’s wind or solar energy projects could materially and adversely decrease the volume of electricity generated and it could also impact market demand for wind and solar projects. As a consequence, ReNew India’s business, financial condition, results of operations and prospects may be materially and adversely affected.

ReNew India has substantial indebtedness and is subject to restrictive and other covenants under ReNew India’s debt financing arrangements.

As of March 31, 2021, ReNew India had total borrowings (which consisted of long-term interest-bearing loans and borrowings including current maturities of long-term interest-bearing loans and borrowings and short-term interest bearing loans and borrowings) of Rs. 376,233 million (including CCPS of Rs. 26,697 million and compulsorily convertible debentures of Rs. 809 million). ReNew India expects to continue to finance a portion of its project development costs with debt financing. ReNew India’s ability to meet its payment obligations under its outstanding debt depends on its ability to generate significant cash flow. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond ReNew India’s control, such as, the general condition of global equity and debt capital markets, economic and political conditions and development of the renewable energy sector. If ReNew India is unable to generate sufficient cash flow to satisfy its debt obligations or other liquidity needs, ReNew India may have to undertake alternative financing plans, such as refinancing or restructuring its debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. There is no assurance that any refinancing would be possible, that any assets could be sold or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all. ReNew India’s inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its indebtedness on commercially reasonable terms, would materially and adversely affect its financial condition and results of operations.

ReNew India’s existing credit agreements contain a number of covenants that in certain cases could limit its ability and its subsidiaries’ ability to, among other things, effect changes in the control, management or capital structure of ReNew India, change or amend the constitution or articles and memorandum of association, transfer or dispose of assets, pay dividends or make distributions, incur additional indebtedness, create liens, make investments, loans and acquisitions, engage in transactions with affiliates, merge or consolidate with other companies or sell substantially all of its assets. If ReNew India is unable to comply with the terms of its credit agreements, its lenders may choose to accelerate ReNew India’s obligations under its credit agreement and foreclose upon the collateral, or ReNew India may be forced to sell assets, restructure ReNew India’s indebtedness, or seek additional equity capital, which would dilute its shareholders’ interests. ReNew India’s failure to comply with any covenant could result in an event of default under the agreement and the lenders (or

 

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any subsequent lender) could make the entire debt immediately due and payable. In the past, however, in the rare instance when such covenants have been breached, no lender has called an event of default and neither have they exercised their rights to accelerate the repayment of debt. In addition, in such instances, ReNew India’s payments of both principal and interest have been regular and as per the agreed timelines.

In the past, some of ReNew India’s subsidiaries have not been in compliance with certain financial ratios under their respective financing agreements. Moreover, some of ReNew India’s subsidiaries have not created security within specified timelines agreed with lenders in the relevant financing arrangements, typically due to reasons including delay in obtaining change in land use permissions from relevant authorities, which can be a time-consuming process in India. ReNew India has historically been able to cure some of these breaches, refinance the relevant facility or procure waivers or extensions in timelines from the relevant lenders. Further, certain breaches exist as on date of this proxy statement/prospectus for which ReNew India has made applications for seeking relevant waivers or extensions and in certain instances, such subsidiary is required to pay penal interest under the relevant facility. To date, however, none of ReNew India’s lenders have issued a notice of default or accelerated payment under such facilities on the basis of such breaches. There can be no assurance that lenders will not choose to enforce their rights or that ReNew India will be able to remedy such breaches in the same manner as was done in the past.

For details of ReNew India’s material indebtedness, please see “Description of ReNew India’s Material Indebtedness.”

The loss of any of ReNew India’s senior management or key employees may adversely affect its ability to conduct business and implement its strategy.

ReNew India depends on its management team and the loss of any key executives could negatively impact its business. It also depends on its ability to retain and motivate key employees and attract qualified new employees. Because the renewable energy industry is relatively new in India, there is a scarcity of skilled personnel with experience in the industry. If ReNew India loses a member of its management team or a key employee, it may not be able to replace him or her. Integrating new executives into ReNew India’s management team and training new employees with no prior experience in the renewable energy industry could prove disruptive to its operations, require a disproportionate amount of resources and management attention and may ultimately prove unsuccessful. An inability to attract and retain sufficient technical and managerial personnel could limit ReNew India’s ability to effectively manage its operational projects and complete its under development projects on schedule and within budget, which may adversely affect ReNew India’s business and strategy implementation.

ReNew India’s in-house EPC operations expose it to certain risks.

ReNew India undertakes EPC-related services for its solar energy projects and has recently started to undertake such services for its wind energy projects in-house, which exposes it to certain risks that would ordinarily be borne by third parties. For example, entering into third-party EPC contracts on the basis of fixed price contracts would insulate ReNew India from adverse price fluctuations for the equipment and materials it uses for constructing power projects. As a result, ReNew India is exposed to construction cost risks that could be caused by various factors, including:

 

   

increases in the price and availability of labor, equipment and materials;

 

   

inaccuracies of drawings and technical information;

 

   

delays in the delivery of equipment and materials to project sites;

 

   

unanticipated increases in equipment costs;

 

   

delays caused by local and seasonal weather conditions; and

 

   

any other unforeseen design and engineering issues, or physical, site and geological conditions that may result in delays.

 

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Additionally, ReNew India is primarily responsible for all equipment and construction defects, potentially adding to the cost of construction of its projects. Although ReNew India generally obtains warranties from its equipment suppliers, it cannot assure that ReNew India will be successful with any warranty claims against its suppliers.

ReNew India faces competition from conventional and other renewable energy producers.

ReNew India’s primary competitors include domestic and foreign conventional and renewable energy project developers, independent power producers and utilities. ReNew India competes with renewable energy project developers in India on many factors including, the success of other alternative energy generation technologies (such as fuel cells, nuclear and biomass), site selection, access to vendors, access to project land, efficiency and reliability in project development and operation and auction bid terms. Through the competitive bidding process, ReNew India competes for project based on many factors including, pricing, technical and engineering expertise, financial conditions, including specified minimum net worth criteria, financing capabilities and track record. Submitting a competitive bid at a wind or solar power project auction requires extensive research, planning, due diligence and a willingness to operate with lower operating margins for sustained periods of time. If ReNew India miscalculates its tariff rates and incorrectly factors costs for construction, development, land acquisition and price of components (including due to increase in duties and other levies), the economics of ReNew India’s bid may be affected and the project may become economically unviable.

Further, ReNew India competes with both conventional and renewable energy companies for the financing needed to develop and construct projects. It also competes for the limited pool of qualified engineers and personnel with requisite industry knowledge and experience, equipment supplies, permits and land to develop new projects. ReNew India’s operational projects may compete on price if it sells electricity into power markets at wholesale market prices. ReNew India may also compete with other conventional energy (whose tariffs may be more competitive) and renewable energy generators when it bids on, negotiates or renegotiates a long-term PPA. Additionally, some state utilities may have a preference for entering into PPAs with conventional energy suppliers.

Some of ReNew India’s competitors may have greater financial, marketing, personnel and other resources than it does and may be in a position to acquire renewable energy projects by paying a significant premium or otherwise seek to grow their business more aggressively. A reduction in demand for energy from renewable energy sources or ReNew India’s failure to successfully acquire new renewable energy projects may adversely affect ReNew India’s business and financial condition. Furthermore, technological progress in conventional forms of electricity generation or the discovery of large new deposits of conventional fuels could reduce the cost of electricity generated from those sources or make them more environmentally friendly, and as a consequence reduce the demand for electricity from renewable energy sources or render ReNew India’s projects uncompetitive which may affect ReNew India’s business, financial condition and prospects. Demand for renewable energy may also be adversely impacted by public perceptions of the direct and indirect benefits of adopting renewable energy technology as compared against using conventional forms of electricity generation.

Further, certain of ReNew India’s competitors may also grow through corporate reorganizations or alliances with other competitors. Any growth in the scale of ReNew India’s competitors may result in the establishment of advanced in-house engineering, EPC, and O&M capabilities, which may offset any current advantage ReNew India may have over them. These competitors may also decide to enter into new business avenues such as round-the-clock projects and firm power projects which directly compete with ReNew India’s current position. Moreover, any merger of ReNew India’s suppliers or contractors with any of ReNew India’s competitors may limit ReNew India’s choices of suppliers or contractors and reduce ReNew India’s overall project execution capabilities. In addition, ReNew India’s competitors may have greater financial resources and more localized business presence. Increased competition may result in price reductions, reduced margins and a loss of ReNew India’s market share, any of which may adversely affect ReNew India’s business, financial condition and prospects.

 

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ReNew India is required to comply with anti-corruption laws and regulations of the United States government, United Kingdom and India. The implementation of compliance procedures and related controls may be time consuming and expensive and possibly not effective, and ReNew India’s past non-compliance or ReNew India’s future failure to comply, if any, may subject it and ReNew Global to civil or criminal penalties and other remedial measures.

ReNew Global is a recently incorporated holding company with no business operations. Upon completion of the Business Combination, ReNew India and its subsidiaries, will become subsidiaries of ReNew Global. In addition to the Prevention of Corruption Act, 1988 in India, ReNew India will be exposed to a number of anti corruption laws, including the Foreign Corrupt Practices Act, or “FCPA,” in the United States and the UK Bribery Act 2010, or “Bribery Act,” in the United Kingdom. The failure to comply with anti-corruption laws applicable to ReNew Global and ReNew India could result in fines, penalties, criminal sanctions on ReNew Global’s officers, disgorgement of profits and prohibitions on doing business, which could harm ReNew India’s reputation and harm ReNew India’s business, financial condition, results of operations and prospects. Any violations of these laws, regulations and procedures by ReNew India’s personnel (which include ReNew India’s vendors) and agents could expose ReNew India and ReNew Global to administrative, civil or criminal penalties, fines or restrictions on export activities (including other U.S. laws and regulations as well as foreign and local laws) and would adversely affect ReNew India’s reputation and the market for ReNew India’s ordinary shares and may require certain of ReNew India’s investors to disclose their investment in ReNew India and ReNew Global under certain state laws. If ReNew India is not in compliance with export restrictions, U.S. or international economic sanctions or other laws and regulations that apply to ReNew India’s operations, ReNew India may be subject to civil or criminal penalties and other remedial measures. Any determination that ReNew India has violated the FCPA or other international anti-corruption laws (whether directly or through acts of others, intentionally or through inadvertence) could result in penalties, both financial and non-financial, that could materially and adversely affect ReNew India’s business.

For example, ReNew India has received a notice from the Anti-Corruption Bureau, Government of Telangana alleging that ReNew India paid a bribe to a land revenue officer to reflect the change in legal ownership of land parcels in the records for land purchased in the village of Ananthasagar, Kondapur Mandal. ReNew India has responded to the notice stating that ReNew India and its subsidiaries or any of its employees/agents have not been involved in such activities and ReNew India has not heard further from the authorities on the matter. For more information see “ReNew India’s Business—Legal Proceedings.”

ReNew India is involved in various tax and legal proceedings that may cause it to incur significant fees, costs and expenses and may result in unfavorable outcomes.

ReNew India is involved in various tax and legal proceedings that involve claims for various amounts of money or which involve how it conducts its business. As of March 31, 2021, ReNew India had disputes concerning income tax, service tax and value added tax. ReNew India was also involved in certain disputes with offtakers, including in relation to the recovery of overdue payments from ReNew India’s offtakers and delay in setting up of projects and supply of electricity. While most of these have been settled, ReNew India has ongoing disputes with certain of its offtakers in connection with claims for increased tariffs due to “change in law,” force majeure events and others. See “ReNew India’s Business—Legal Proceedings.”

Additionally, claims may be brought against or by ReNew India from time to time regarding, for example, defective or incomplete work, defective products, accidents or deaths, damage to or destruction of property, breach of warranty, late completion of work, delayed payments or regulatory compliance, and may subject ReNew India to litigation, arbitration and other legal proceedings, which may be expensive, lengthy, and occasionally disrupt normal business operations and require significant attention from ReNew India’s management. Unfavorable outcomes or developments relating to these proceedings, could have a material adverse effect on the Issuer’s business, financial condition and results of operations. See “ReNew India’s Business—Legal Proceedings”

 

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If ReNew India is unable to maintain an effective system of internal controls and compliances, its business and reputation could be adversely affected.

While ReNew India manages regulatory compliance by monitoring and evaluating its internal controls to ensure that it is in compliance with all relevant statutory and regulatory requirements, there can be no assurance that deficiencies in its internal controls and compliances will not arise, or that it will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in its internal controls, in a timely manner or at all. As ReNew India continues to grow, there can be no assurance that there will be no other instances of such inadvertent non-compliances with statutory requirements, which may subject ReNew India to regulatory action, including monetary penalties, which may adversely affect its business and reputation.

The government may exercise rights of compulsory acquisition in respect of any land owned by ReNew India and compensation for such acquisition paid by the government to ReNew India may be inadequate.

ReNew India is subject to the risk that governmental agencies in India may exercise rights of compulsory purchase of lands. The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013, or the “Land Acquisition Act” in India allows the central and state governments to exercise rights of compulsory purchase of land if such acquisition is for a “public purpose,” which, if used in respect of ReNew India’s land, could require it to relinquish land. Further, compensation paid for acquiring ReNew India’s land may not be adequate to compensate it for the loss of the property. The likelihood of such actions may increase as the central and state governments seek to acquire land for the development of infrastructure projects such as roads, airports and railways in India. Additionally, the provisions of the Land Acquisition Act cover various aspects related to the acquisition of land which may affect ReNew India, including provisions stipulating: (i) restrictions on acquisition of certain types of agricultural land; and (ii) compensation, rehabilitation and resettlement of affected people residing on such acquired land. Further, ReNew India may face difficulties in complying with the Land Acquisition Act as it is a relatively recent statute with limited case-law interpreting its provisions. Any action under the Land Acquisition Act in respect of any of ReNew India’s major current or proposed developments could adversely affect ReNew India’s business, financial condition, results of operations, cash flows or prospects.

If ReNew India incurs an uninsured loss or a loss that significantly exceeds the limits of ReNew India’s insurance policies, the resulting costs may adversely affect ReNew India’s financial condition.

ReNew India’s main assets include wind turbine generators and solar panels. Operating these assets involves risks and hazards that may adversely affect ReNew India’s operations, including equipment failures, natural disasters, environmental hazards and industrial accidents. These and other hazards can cause or result in personal injury or death, severe damage to and destruction of property, plant and equipment and suspension of operations. For instance, in January 2018, a contract worker had a fatal accident at one of ReNew India’s solar energy project sites in Karnataka. The third-party contractor made payments to the worker’s family, and no claims were made against ReNew India, nor does it anticipate any further claims or investigations into this incident.

ReNew India may also face contractual or civil liabilities or fines in the ordinary course of business as a result of damages suffered by PPA counterparties or third parties, which may require ReNew India to make indemnification or other damage payments under contract or otherwise in accordance with law, and ReNew India’s contracts may not have adequate limitations of liability for direct or indirect damage.

ReNew India’s insurance coverage may not be sufficient to cover all losses and its insurance coverage is subject to deductibles, caps, exclusions and other limitations. A loss for which ReNew India is not fully insured could have a material adverse effect on ReNew India’s business, financial condition, results of operations or cash flows. Further, due to rising insurance costs and changes in the insurance markets, there is no assurance that ReNew India’s insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on ReNew India’s business, financial condition, results of operations and cash flows.

 

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Changes in technology may render ReNew India’s technologies obsolete or require it to make substantial capital investments.

Although ReNew India attempts to maintain the latest international technology standards, the technology requirements for businesses in the wind and solar energy sectors are subject to continuing change and development. Some of ReNew India’s existing technologies and processes in the wind and solar energy business may become obsolete or perform less efficiently compared to newer and better technologies and processes.

The cost of upgrading or implementing new technologies, upgrading ReNew India’s existing equipment or expanding capacity could be significant and may adversely affect its results of operations if it is unable to pass on such costs to its offtakers. Failure to respond to technological changes effectively and timely may adversely affect its business and results of operations.

ReNew India may not be able to adequately protect its intellectual property rights, including the use of the “ReNew” name and the associated logo, which could harm its competitiveness.

ReNew India has obtained the trademark registration for the “ReNew” marks and logo under various classes in India. ReNew India has also applied for the trademark “ReNew” under certain other classes. ReNew India believes that the use of its name and logo is vital to its competitiveness and success and for it to attract and retain its customers and business partners. Any improper use or infringement by any party could adversely affect ReNew India’s business, financial condition and results of operations. Furthermore, some of ReNew India’s applications for the registration of trademarks under various classes have been refused in the past. There is no assurance that the measures ReNew India has taken will be sufficient to prevent any misappropriation of its intellectual property.

Enforcement of any intellectual property rights could be time consuming and costly. ReNew India may not be able to establish its rights to such intellectual property in the absence of relevant registrations and accordingly may not be able to take appropriate action or prevent the use of such name or logo by third parties. If the measures ReNew India takes do not adequately safeguard its intellectual property rights, it could suffer losses due to competing offerings of services that exploit its name and logo. ReNew India may also be subject to claims for breach of intellectual property by third parties if it is unable to secure adequate protection in relation to its name and logo.

ReNew India has entered into a number of related party transactions and may continue to enter into related party transactions in the future.

In the ordinary course of its business, ReNew India has entered into transactions with related parties. There can be no assurance that ReNew India could not have achieved more favorable terms if such transactions had not been entered into with related parties. Furthermore, it is likely that ReNew India will continue to enter into related party transactions in the future. There can be no assurance that these or any future related party transactions that ReNew India may enter into, individually or in the aggregate, will not have an adverse effect on its business, financial condition and results of operations. Further, the transactions with ReNew India’s related parties may potentially involve conflicts of interest. Additionally, there can be no assurance that any dispute that may arise between ReNew India and related parties will be resolved in ReNew India’s favor. See “Certain Relationships and Related Party Transactions—ReNew India Related Party Transactions.”

During the interim period, ReNew India is prohibited from entering into certain transactions that might otherwise be beneficial to ReNew India or its shareholders.

Until the earlier of consummation of the Business Combination or termination of the Business Combination Agreement, ReNew India is subject to certain limitations on the operations of its business, as summarized under the “The Business Combination Proposal—The Business Combination Agreement.The limitations on ReNew

 

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India’s conduct of its business during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

ReNew India’s results of operations could be adversely affected by strikes, work stoppages or increased wage demands by its employees or any other kind of disputes with its employees.

As at March 31, 2021, ReNew India had 1,219 full-time employees. While ReNew India has not had any instances of strikes or lock-outs since ReNew India commenced operations, it may experience disruptions in its operations due to disputes or other problems with its workforce, and efforts by its employees to modify compensation and other terms of employment may divert management’s attention and increase operating expenses. From time to time, ReNew India also enters into contracts with independent contractors to complete specific assignments and these contractors are required to provide the labor necessary to complete such assignments. Although ReNew India does not engage these laborers directly, it may be held responsible for wage payments to laborers engaged by contractors should the contractors default on wage payments. The occurrence of such events could materially adversely affect ReNew India’s business, prospects, financial condition and results of operations.

Industry data, projections and estimates contained in this proxy statement/prospectus are inherently uncertain and subject to interpretation.

Certain facts, forecasts and other statistics relating to ReNew India’s industry in which it competes contained in this proxy statement/prospectus have been derived from various public sources and commissioned third-party industry information. In particular, in connection with this offering, ReNew India commissioned IHS Markit to prepare and provide information relating to its industry, which has been extracted and included in this prospectus. Industry data, projections and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Such data may be subject to interpretation, and any discrepancy in the interpretation thereof could lead to different data, measurements, projections and estimates and result in errors and inaccuracies.

The United Kingdom’s withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and ReNew India’s business, which could reduce the price of the ReNew Global Class A Shares.

ReNew Global, is a UK incorporated company. Following a national referendum and enactment of legislation by the government of the United Kingdom, the United Kingdom formally withdrew from the European Union and ratified a trade and cooperation agreement governing its future relationship with the European Union. The agreement, which is being applied provisionally from January 1, 2021 until it is ratified by the European Parliament and the Council of the European Union, addresses trade, economic arrangements, law enforcement, judicial cooperation and a governance framework including procedures for dispute resolution, among other things. Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral negotiations between the United Kingdom and the European Union as both parties continue to work on the rules for implementation, significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal.

These developments, or the perception that any related developments could occur, have had and may continue to have a material adverse effect on global economic conditions and financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings have been and may continue to be subject to increased market volatility. Lack of clarity about future United Kingdom laws and regulations as the United Kingdom determines which European Union laws to replace or replicate could depress economic activity and restrict ReNew India’s access to capital. Any of these factors could have a material adverse effect on ReNew

 

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India’s business, financial condition and results of operations and reduce the price of the ReNew Global Class A Shares.

Fluctuations in foreign currency exchange rates may negatively affect ReNew India’s capital expenditures and could result in exchange losses.

ReNew India’s functional currency is the Indian Rupee and ReNew India’s revenue and operating expenses are denominated primarily in Indian Rupees. However, some of ReNew India’s capital expenditures, particularly those for equipment imported from international suppliers, such as solar module panels, are denominated in foreign currencies, particularly the U.S. Dollar, and some of ReNew India’s other obligations, including ReNew India’s external commercial borrowings, are also denominated in U.S. Dollars. To the extent that ReNew India is unable to match revenue received in ReNew India’s functional currency with costs paid in foreign currencies, exchange rate fluctuations could adversely affect ReNew India’s profitability. Substantially all of ReNew India’s cash flows are generated in Indian Rupees and, therefore, significant changes in the value of the Indian Rupee relative to foreign currencies could adversely affect ReNew India’s financial condition. ReNew India expects its capital expenditures for proposed expansion plans to include significant expenditure in foreign currencies for imported equipment and machinery.

While ReNew India has hedged its external commercial borrowings and its capital expenditure costs denominated in U.S. Dollars against foreign currency fluctuations, changes in exchange rates may still adversely affect ReNew India’s results of operations and financial condition. Any amounts spent to hedge the risks to ReNew India’s business due to fluctuations in currencies may not adequately hedge against any losses it incurs due to such fluctuations. There is no assurance that ReNew India will be able to reduce its foreign currency risk exposure, through the hedging transactions it has already entered into or will enter into, in an effective manner, at reasonable costs, or at all.

Natural and catastrophic events and terrorist attacks may reduce energy production below ReNew India’s expectations.

A natural disaster, severe weather conditions or an accident that damages or otherwise adversely affects any of ReNew India’s operations could materially and adversely affect its business, financial condition and results of operations. Severe floods, lightning strikes, earthquakes, extreme wind conditions, severe storms, wildfires, adverse monsoons and other unfavorable weather conditions (including those from climate change) or natural disasters could damage ReNew India’s property and assets or require it to shut down its turbines, solar panels or related equipment and facilities, impeding its ability to maintain and operate its projects and decreasing electricity production levels and revenues from operations. In addition, catastrophic events such as explosions, terrorist acts or other similar occurrences could result in similar consequences or in personal injury, loss of life, environmental danger or severe damage to or destruction of the projects or suspension of operations, in each case, adversely affecting its ability to maintain and operate the projects and decreasing electricity production levels and revenues from operations. Any of these events could adversely affect ReNew India’s business, financial condition, results of operations and prospects.

In addition, India, the United States or other countries from where ReNew India import equipment may enter into armed conflict or war with other countries or extend preexisting hostilities. South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighboring countries. Military activity or terrorist attacks or concerns regarding regional stability could adversely affect the economy by, for instance, disrupting communications and making travel more difficult. Such events could also create a perception that investments in companies involve a higher degree of risk. This, in turn, could adversely affect customer confidence in the economy, which could have an adverse impact on the economies of countries, on the markets for ReNew India’s solutions and on ReNew India’s business.

 

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The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or ReNew India’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by ReNew India. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or IFRS. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of ReNew India and RMG II and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of ReNew India’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: evolving competitive landscape, the impact of the COVID-19 pandemic or similar pandemic, rapid technological change, margin shifts in the industry, regulatory changes in a highly regulated environment, inability to retain management and retention of key personnel, unexpected expenses and general economic conditions. For example, due to the resurgence of the COVID-19 infections in India in April 2021, ReNew India expects delays in the commissioning of its committed projects on account of (a) the imposition of lockdowns by the various state governments in India to curb the spread of the virus; (b) delays in obtaining the required government and regulatory approvals for the projects; and (c) delays in the supply of raw materials to the project sites. Even though the Government of India has extended the timeline for commissioning projects that were scheduled to be commissioned after April 1, 2021 as a result of the COVID-19 pandemic, ReNew India’s management has considered the effects of these developments on its business, particularly with regard to the commissioning of new capacity at its committed projects, and has concluded that it would be prudent to reduce the original forecast installed capacity for ReNew India’s committed projects for the year ending March 31, 2022 to 7.3 GW. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

ReNew India’s business could be negatively affected by security threats, including cybersecurity threats.

As renewable energy utility company, ReNew India faces could face security threats, including cybersecurity threats to gain unauthorized access to sensitive information, to misappropriate financial assets or to render data or systems unusable; threats to the security of its facilities and infrastructure or third party facilities and infrastructure, such as evacuation grids and interconnection facilities. The potential for such security threats has subjected ReNew India’s operations to increased risks that could have a material adverse effect on its business. In particular, its implementation of various procedures and controls to monitor and mitigate security threats and to increase security for information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of financial assets, sensitive information, critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. These events could lead to financial losses from remedial actions, loss of business or potential liability and may even lead to our projects coming to a complete standstill.

Risks Relating to India

A substantial portion of ReNew India’s business and operations are located in India and it is subject to regulatory, economic, social and political uncertainties in India.

A substantial portion of ReNew India’s business and employees are located in India, and it intends to continue to develop and expand its business in India. Consequently, ReNew India’s financial performance and the price of the Class A Shares will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest and other political, social and economic developments in or affecting India.

 

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The Government of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and there is no assurance that such liberalization policies will continue. India has a mixed economy with a large public sector and an extensively regulated private sector. The Government of India and the state governments play a significant role in the Indian economy and the effect on producers, consumers, service providers and regulators over the years. The Government of India has in the past, among other things, imposed controls on the prices of a broad range of goods and services, restricted the ability of businesses to expand existing capacity and reduce the number of their employees, determined the allocation to businesses of raw materials and foreign exchange and reversed their policies of economic liberalization. ReNew India may not be able to react to such changes promptly or in a cost-effective manner. Increased regulation or changes in existing regulations may require ReNew India to change its business policies and practices and may increase the cost of providing services to ReNew India’s customers which would have an adverse effect on its operations and its financial condition and results of operations. On March 27, 2020, the Reserve Bank of India permitted specified financial institutions to allow a moratorium of three months on term loan installments and interest on certain working capital facilities due for repayment during that period of the lockdown in India. The RBI further extended the moratorium for three months which ended on August 31, 2020. Some of ReNew India’s subsidiaries availed these benefits; however, as of September 30, 2020, the deferred amounts (including the interest thereon) due to the lenders were added to the outstanding loan amount under the respective facilities. The Government of India had also announced a set of restrictive measures after the nationwide lockdown was imposed in order to contain the spread of the COVID-19.

Further, as per the Electricity Act, the state distribution companies in India are required to procure minimum prescribed energy from renewable energy sources in the form of renewable purchase obligation. However, in the past, most of the states have been in non-compliance with the obligation to purchase such minimum amount of energy produced from renewable energy sources, on account of low penalties currently associated with such non compliance. Accordingly, there may be an adverse impact on ReNew India’s profitability due to resultant lower procurement of renewable energy.

There is no assurance that ReNew India would be able to comply with all of the measures on a timely and cost effective basis and ReNew India may be subjected to regulatory actions for not adhering to all of the preventive measures. The rate of economic liberalization could change, and specific laws and policies affecting travel service companies, foreign investments, currency exchange rates and other matters affecting investments in India could change as well. A significant change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely affect business and economic conditions in India generally and ReNew India’s business and prospects.

ReNew India’s business is dependent on the regulatory and policy environment affecting the renewable energy sector in India.

The regulatory and policy environment in which ReNew India operates is evolving and subject to periodic change, and its business and financial performance could be adversely affected by any unfavorable changes in or interpretations of existing laws, or implementation of new laws. There can be no assurance that the Government in India will not implement new regulations and policies which will require ReNew India to obtain additional approvals and licenses from regulatory bodies or impose onerous requirements and conditions on their operations, which could result in increased compliance costs as well as divert significant management time and other resources.

Further, ReNew India depends in part on government policies that support renewable energy and enhance the economic feasibility of developing renewable wind and solar energy projects. The Government of India and several of the states in which ReNew India operates or plans to operate provide incentives that support the

 

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generation and sale of renewable energy, and additional legislation is regularly being considered that could enhance the demand for renewable energy and obligations to use renewable energy sources. In addition, regulatory policies in each state in India currently provide a favorable framework for securing attractive returns on capital invested. If any of these incentives or policies are adversely amended, eliminated or not extended beyond their current expiration dates, or if funding for these incentives is reduced, or if governmental support of renewable energy development, particularly wind and solar energy, is discontinued or reduced, it could adversely affect ReNew India’s ability to obtain financing, the viability of new renewable energy projects constructed based on current tariff and cost assumptions or the profitability of ReNew India’s existing projects. The Government of India has accorded renewable energy “must-run” status, which means that any renewable power that is generated must always be accepted by the grid. However, certain state utilities may order the curtailment of renewable energy generation despite this status and there have been instances of such orders citing grid safety and stability issues being introduced in the past. This may occur as a result of the state electricity boards purchasing cheaper power from other sources or transmission congestion owing to a mismatch between generation and transmission capacities. There can be no assurance that the Government of India will continue to maintain the “must-run” status for renewable energy or that the state electricity boards will not make any orders to curtail the generation of renewable energy.

The Government of India had also removed the upper ceiling on tariffs for solar power bids to facilitate greater participation. Further, pursuant to its priority sector lending scheme, the Reserve Bank of India increased the cap of Rs. 150 million to Rs. 300 million for generators of solar, biomass, wind and micro-hydel power in 2020 which would bring more liquidity to renewable energy sector. In order to boost the Indian economy, the Government of India also proposed the production linked incentive scheme through which ten critical sectors would benefit from incentives to enhance manufacturing capabilities and exports. Out of these 10 sectors, some of these critical sectors include high-efficiency solar photovoltaic modules, advanced chemistry cell batteries, automobiles, and auto components which may boost ReNew India’s business prospects. However, there is no assurance that Government of India or the state governments will give effect to such incentives in future which may, in turn, materially and adversely affect ReNew India’s business, financial condition, results of operations and prospects.

Further, the Government has also extended the existing prevailing safeguard duties until July 29, 2021 on imports from countries including China. Further, in March 2021, the Government announced a basic customs duty of 40% on solar modules and 25% on solar cells. While ReNew India believes this will classify as “change in law” for its utility-scale projects that are in the pipeline, upfront capital expenditure will be required to be borne by ReNew India until the same is approved by the regulatory commission and PPAs are amended for the compensation. Since 2019, the Government of India has prepared a list of approved module suppliers that will be eligible to supply modules to project developers that get selected to develop solar projects in the competitive bidding process. As a result, renewable energy companies, such as ReNew India, can only import modules from suppliers that are on the list approved for bids. As a result of these initiatives, ReNew India’s cost of imports may increase, which may in turn, materially and adversely affect its business, financial condition, results of operations and prospects.

ReNew India benefit from a number of other government incentives, including, preferential tariffs for wind and solar power assets under long-term PPAs; preferential charges on transmission, wheeling and banking facilities; generation based incentives schemes for certain wind power assets; tax holidays; and availability of accelerated depreciation for wind and solar power assets. There is no assurance that the Government of India and state governments will continue to provide incentives and allow favorable policies to be applicable to us, and these incentives may be available for limited period.

For instance, the Ministry of Power has currently waived inter-state transmission charges until June 30, 2023. However, ReNew India may face a drop in the incentives for wind and solar projects once such waiver is lifted. See “ReNew India’s Business—Government Regulations.” Changes to government policies curtailing renewable energy generation may adversely affect ReNew India’s business. If governmental authorities stop

 

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supporting, or reduce or eliminate their support for, the development of renewable energy projects, it may become more difficult to obtain financing, ReNew India’s economic return on certain projects may be reduced and its financing costs may increase. A delay or failure by governmental authorities to administer incentive programs in a timely and efficient manner could also adversely affect ReNew India’s ability to obtain financing for its projects. These may, in turn, materially and adversely affect ReNew India’s business, financial condition, results of operations and prospects.

ReNew India faces uncertainty of title to its lands. If ReNew India is unable to identify or cure any defects or irregularities with respect to title to such lands, ReNew India’s business and operations may be adversely affected.

There is no central title registry for real property in India and the method of documentation of land records in India has not been fully computerized. Property records in India are generally maintained at the state and district level and are updated manually through physical records of all land related documents and may not be available online for inspection or updated in a timely manner. This could result in investigations into property records taking a significant amount of time or being inaccurate in certain respects, which may impact the ability to rely on them. Land records are often handwritten, in local languages and not legible, which makes it difficult to ascertain the content. In addition, land records are often in poor condition and are at times untraceable, which materially impedes the title investigation process. In certain instances, there may be a discrepancy between the extent of the areas stated in the land records and the areas stated in the title deeds, and the actual physical area of some of lands on which the projects are constructed or proposed to be constructed. Further, improperly executed, unregistered or insufficiently stamped conveyance instruments in a property’s chain of title, unregistered encumbrances in favor of third parties, rights of adverse possessors, ownership claims of family members of prior owners or third parties, or other defects that a purchaser may not be aware of, can affect the title to a property. Any misrepresentation with respect to title by third parties from whom ReNew India purchases land may render such land liable to confiscation and action by other parties who may claim ownership of such land. As a result, potential disputes or claims over title to the land on which the projects are developed or used for operations or will be constructed may arise.

While ReNew India carries out due diligence before acquiring land in connection with any project, all risks, onerous obligations and liabilities associated with the land for each project may not be fully assessed or identified, which could include the nature of faulty or disputed title, unregistered encumbrances, adverse possession rights, claims by third parties or potential expropriation by Government of India, which could have an adverse impact on ReNew India’s operations.

ReNew India is subject to various labor laws, regulations and standards in India. Non-compliance with and changes in such laws may adversely affect ReNew India’s business, results of operations and financial condition.

ReNew India is required to comply with various labor and industrial laws in India, which include the Factories Act, 1948, the Industrial Disputes Act, 1947, the Employees State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Workmen Compensation Act, 1923, the Payment of Gratuity Act, 1972, the Contract Labor (Regulation and Abolition) Act, 1970 and the Payment of Wages Act, 1936 in India. The Parliament of India has recently proposed the enactment of the Social Security Code 2020, the Occupational Safety, Health and Working Conditions Code 2020 and the Industrial Relations Code 2020. The three new codes have been enacted to abridge, rationalize and consolidate Indian central labor laws. The Government of India has also proposed implementing the Code on Wages, 2019 alongside the three new labor codes. The new codes, if implemented, will introduce several new changes, such as introducing a single registration and license for Indian companies, increasing threshold for applicability of certain laws for factories, increase in threshold for engaging contract workers, and government approval for retrenchment (termination) of workers. There is no assurance that ReNew India’s costs of complying with current and future labor laws and other regulations will not adversely affect its

 

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business, results of operations or financial condition. There is a risk that ReNew India may fail to comply with such regulations, which could result in it being exposed to sanctions and fines, and may lead ReNew India to stop operations which could have an adverse impact on its operations.

Recent global economic conditions have been challenging and continue to affect the Indian market, which may adversely affect ReNew India’s business, financial condition, results of operations and prospects.

The Indian economy and its securities markets are influenced by economic developments and volatility in securities markets in other countries. Investors’ reactions to developments in one country may adversely affect the market price of securities of companies located in other countries, including India. For instance, the economic downturn in the U.S. and several European countries during 2008 and 2009 adversely affected market prices in the global securities markets, including India. Negative economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging market countries may also affect investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general. Furthermore, global events like the COVID-19 pandemic or the decline in global oil prices in 2020 can materially impact the global economic conditions and reduce the flow of funds through equity or debt in India. Any worldwide financial instability could also have a negative impact on the Indian economy, including the movement of exchange rates and interest rates in India and could then adversely affect ReNew India’s business and financial performance. Any other global economic developments or the perception that any of them could occur may adversely affect global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict ReNew India’s access to capital, which could have an adverse effect on its business, financial condition and results of operations.

As the domestic Indian market constitutes a significant source of ReNew India’s revenue, a slowdown in the economic growth in India could cause its business to suffer.

Slowdown in the growth of the Indian economy could adversely affect ReNew India’s business. The growth rate of India’s GDP was 6.8% and 4.2% during fiscal years ended March 31, 2019 and 2020. India’s GDP growth in the year ended March 31, 2021 has been adversely affected by the COVID-19 pandemic. During the year there was also a decline in electricity demand as a result of the nationwide lockdown to contain the spread of COVID-19 in India. The performance and growth of ReNew India’s business are necessarily dependent on economic conditions prevalent in India, which may be adversely affected by such economic slowdown and global crisis. Notwithstanding the Reserve Bank of India’s policy initiatives, the course of market interest rates continues to be uncertain due to the high inflation, the increase in the fiscal deficit and the Government of India’s borrowing program. Any continued or future inflation because of increases in prices of commodities such as crude oil or otherwise, may result in a tightening of monetary policy and could materially and adversely affect ReNew India’s business, financial condition and results of operations. Any increase in interest rates or reduction in liquidity could adversely impact ReNew India’s business.

Any downgrading of India’s sovereign debt rating by an international rating agency could negatively impact ReNew India’s business and results of operations.

India’s sovereign rating is Baa3 with a “positive” outlook (Moody’s), BBB- with a “stable” outlook (S&P) and BBB-with a “stable” outlook (Fitch). Any adverse revisions to India’s credit ratings by international rating agencies may adversely affect ReNew India’s ratings, terms on which it is able to finance capital expenditure or refinance any existing indebtedness. This could adversely affect ReNew India’s business, financial condition, results of operations and prospects.

A decline in India’s foreign exchange reserves may adversely affect liquidity and interest rates in the Indian economy.

As of March 31, 2021, India’s foreign exchange reserves were Rs. 42,006,680 million. A sharp decline in these reserves could result in reduced liquidity and higher interest rates in the Indian economy. Reduced liquidity

 

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or an increase in interest rates in the economy following a decline in foreign exchange reserves could have a material adverse effect on ReNew India’s financial performance and ability to obtain financing to fund its growth on favorable terms or at all.

Changes in the taxation system in India could adversely affect ReNew India’s business.

The operations, profitability and cash flows of ReNew India could be adversely affected by any unfavorable changes in central and state-level statutory or regulatory requirements in connection with direct and indirect taxes and duties, including income tax, goods and service tax, or “GST” in India, or by any unfavorable interpretation taken by the relevant taxation authorities or courts in India. Any amendments to Indian tax laws could adversely affect ReNew India’s operations, profitability and cash flows.

For example, the Government of India levied GST on renewable energy devices as well as on service of construction for solar power plant and wind operated electricity generators.

Under Indian tax laws, generally a domestic company is liable to corporate tax rate of 30% (plus applicable surcharge and cess). However, a lower corporate tax rate of 25% (plus applicable surcharge and cess) is applicable for domestic companies in the year ending March 31, 2022 whose annual turnover or gross receipts does not exceed Rs. 4 billion in the year ended March 31, 2019. Additionally, the Income Tax Act, 1961 provides for a minimum alternate tax, or “MAT,” of 15% (plus applicable surcharge and cess) on the book profits of the companies computed in the prescribed manner, if the normal corporate tax liability of the company is less than 15% of such book profits.

The Indian tax laws also provide an option to the domestic companies to pay a reduced statutory corporate income tax of 22% plus applicable surcharge and cess (15% plus surcharge and cess for newly set up domestic manufacturing companies subject to certain conditions), provided such companies do not claim certain specified deduction or exemptions. Further, where a company has opted to pay the reduced corporate tax rate of 15% or 22% plus applicable surcharge and cess, the MAT provisions would not be applicable. Thus, ReNew India and its subsidiaries operating in India may choose not to claim the specified deductions or exemptions and claim the lower corporate tax, in which case, the MAT provisions would not be applicable. Alternatively, ReNew India and its subsidiaries may choose to pay the higher of corporate tax, i.e., 30% or 25%, as the case may be, plus applicable surcharge and cess, after claiming the applicable deductions and exemptions or the MAT at the rate of 15% plus applicable surcharge and cess. Considering the impact of these provisions may vary from company to company and the option exercised, there is no certainty on the impact that these amendments may have on ReNew India’s business and operations or on the industry in which it operates.

Dividends distributed by domestic companies are taxable in the hands of its shareholders with effect from fiscal year starting April 1, 2020. Domestic companies are required to withhold tax at applicable rates. Until fiscal year ending March 31, 2020, the domestic company distributing dividend was liable to pay dividend distribution tax at a rate of 15% plus surcharge and cess on grossed up amount and such dividend was exempt in the hands of the shareholders.

Further, as per Income Tax Act, 1961, a company incorporated outside India is to be treated as a resident in India if its place of effective management, or “POEM” is in India. POEM has been defined to mean a place where key management and commercial decisions that are necessary for the conduct of business of an entity as a whole are, in substance, made. If a company incorporated outside India is treated as a resident in India, global income of such company would be taxable in India at the rate of 40% (plus applicable surcharge and cess). Further, any dividend which is distributed by such company, shall be treated as dividend distributed by a domestic company and such dividends shall be taxable in the hands of the shareholders with effect from fiscal year starting April 1, 2020.

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Establishment or Business Connection) in India, in which case, income of the foreign company attributable to its India presence would be taxed on net basis in India at 40% plus applicable surcharge and cess, subject to benefit, if any, under applicable double taxation avoidance agreements.

Capital gain arising on transfer of unlisted shares in an Indian company is taxable in the hands of foreign company at 10% (plus surcharge and cess) if such shares have been held for a period of more than 24 months, otherwise at 40% (plus surcharge and cess), subject to benefit, if any, under applicable double taxation avoidance agreements. Indexation of cost of acquisition may not allowed to such foreign shareholders. Any further upstreaming of funds by the foreign company to its shareholders by way of dividend in cash should not be subject to tax in India.

If the non-resident shareholders of the foreign company exit by way of redemption of the shares held by them in the foreign company or by selling the shares in foreign company, such non-resident shareholders could be taxed in India where the foreign company derives substantial value from India subject to shareholders being either entitled to small shareholder exemption available under Income Tax Act, 1961 or a benefit under the applicable double taxation avoidance agreement.

Indian resident shareholders exiting from a foreign company either by way of redemption or sale of shares would be liable to capital gains tax at 20% (plus surcharge and cess) where the shares have been held for a period of more than 24 months, otherwise at the tax rate ranging from 22% to 30% (plus surcharge and cess), as applicable to the relevant resident shareholder.

India has signed and ratified the Multilateral Instrument, or “MLI,” which modifies the existing bilateral tax treaty, to implement tax treaty related measures to prevent Base Erosion and Profit Shifting or “BEPS.” As a result, MLI has entered into force for India on October 1, 2019 and its provisions have effect on India’s tax treaties, including tax rates specified therein, from financial year 2020-21 onwards where the other country has also deposited its instrument of ratification with Organization of Economic Co-operation and Development or “OECD” and both countries have notified the relevant tax treaty as a Covered Tax Agreement.

The General Anti-Avoidance Rules, or “GAAR” under Indian tax law seeks to deny the tax benefit claimed in “impermissible avoidance arrangements.” An impermissible avoidance arrangement is defined under Indian tax laws as any arrangement, the main purpose of which is to obtain a tax benefit, subject to satisfaction of certain tests. If GAAR provisions are invoked, then the tax authorities have wide powers, including the denial of tax benefit or the denial of a benefit under a tax treaty. In the absence of sufficient judicial precedents interpreting GAAR provisions, the consequential effects on ReNew India cannot be determined yet and there can be no assurance that such effects would not adversely affect ReNew India’s business, future financial performance.

There is no assurance that any of the aforementioned provisions in Indian tax law and amendments thereto in the future would not adversely affect ReNew India’s business, prospects, financial condition, results of operations and cash flows.

Risks Relating to RMG II and the Business Combination

The Business Combination remains subject to conditions that RMG II cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated.

The Business Combination is subject to a number of conditions, including applicable approvals from the Competition Commission of India, there being no legal prohibition against consummation of the Business Combination, approval by the RMG II Shareholders of the Business Combination proposals, approval for registration on an Approved Stock Exchange of the ReNew Global Class A Shares and the RMG II Adjusted Warrants, the execution and delivery of the Amended and Restated Warrant Agreement, where applicable, the

 

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obtainment of a valid s593 Report if required and the condition that the amount of cash in the Trust Account together with the PIPE Investment Amount be at least $650,000,000 in order for ReNew India and the Major Shareholders to be obliged to consummate the Business Combination, or the “Minimum Cash Condition.” There are no assurances that all conditions to the Business Combination will be satisfied or that the conditions will be satisfied in the time frame expected. If the conditions to the Business Combination are not met (and are not waived, to the extent waivable), then either RMG II or ReNew India may, subject to the terms and conditions of the Business Combination Agreement, terminate the Business Combination Agreement or amend the Termination Date. See the section of this proxy statement/prospectus titled “The Business Combination Proposal.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, RMG II expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that RMG II expects to achieve from the acquisition of ReNew India’s business.

The exercise of RMG II’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in RMG II’s shareholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require RMG II to agree to amend the Business Combination Agreement, to consent to certain actions taken by ReNew India or to waive rights that RMG II is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of ReNew India’s business, a request by ReNew India to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on ReNew India’s business and would entitle RMG II to terminate the Business Combination Agreement. In any of such circumstances, it would be at RMG II’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the risk factors may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for RMG II and what they may believe is best for themselves in determining whether or not to take the requested action. There can be no assurance that if such conflict of interest arises, the decisions or actions taken by such directors would be in the best interests of RMG II. While certain changes could be made without further shareholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the shareholders, RMG II will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit RMG II’s shareholders with respect to the Business Combination Proposal.

RMG II and ReNew Global will incur significant transaction and transition costs in connection with the Business Combination.

RMG II and ReNew Global have incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination. All expenses incurred in connection with the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs. RMG II’s transaction expenses as a result of the Business Combination are currently estimated at approximately $68,000,000, which includes $12,075,000 in deferred underwriting commissions to the underwriters of the RMG II IPO.

 

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During the interim period, RMG II is prohibited from entering into certain transactions that might otherwise be beneficial to RMG II or its shareholders.

Until the earlier of consummation of the Business Combination or termination of the Business Combination Agreement, RMG II is subject to certain limitations on the operations of its business, as summarized under the “The Business Combination Proposal—The Business Combination Agreement.The limitations on RMG II’s conduct of its business during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either RMG II or ReNew India can refuse to complete the Business Combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to complete the Business Combination, even if such change could be said to have a material adverse effect on ReNew India, including the following events:

 

   

changes generally affecting the economy, financial or securities markets, including the COVID-19 pandemic;

 

   

the outbreak or escalation of war or any act of terrorism, civil unrest or natural disasters;

 

   

changes (including changes in law) or general conditions in the industry in which the party operates;

 

   

changes in IFRS, or the authoritative interpretation of IFRS; or

 

   

changes attributable to the public announcement or pendency of the Transactions (including the impact thereof on relationships with customers, suppliers, employees and any federal, state, or local government entities).

Furthermore, RMG II or ReNew India may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still complete the Business Combination, RMG II’s share price may suffer.

RMG II may not have sufficient funds to consummate the Business Combination.

As of July 20, 2021, RMG II had approximately $797,984 available to it outside the Trust Account to fund its working capital requirements and a working capital deficiency of approximately $1,100,000. If RMG II is required to seek additional capital, it may need to borrow funds from its sponsors, initial shareholders, management team or other third parties to operate or may be forced to liquidate. None of RMG II’s sponsors, initial shareholders, members of its management team, nor any of their affiliates is under any obligation to advance funds to RMG II in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to RMG II upon completion of the Business Combination. If RMG II is unable to consummate the Business Combination because it does not have sufficient funds available, RMG II will be forced to cease operations and liquidate the Trust Account. Consequently, RMG II’s public shareholders may only receive $10.00 per share, without taking into account, interest, if any, earned on the Trust Account and their warrants will expire worthless.

If RMG II is unable to complete this Business Combination, or another business combination, within the prescribed time frame, RMG II would cease all operations except for the purpose of winding up and redeem its public shares and liquidate, in which case RMG II’s public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and RMG II’s warrants will expire worthless.

RMG II’s sponsor, officers and directors have agreed that it must complete its initial business combination by December 14, 2022. If RMG II has not completed this Business Combination, or another business

 

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combination, within such time period, RMG II will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable, expenses relating to the administration of the Trust Account and limited withdrawals for working capital), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of RMG II’s remaining shareholders and RMG II’s Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, RMG II’s public shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and its warrants will expire worthless.

Additionally, if RMG II is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if RMG II otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, RMG II may not be able to return to its public shareholders at least $10.00 per share.

If the Business Combination is not completed, potential target businesses may have leverage over RMG II in negotiating a business combination and RMG II’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, which could undermine RMG II’s ability to complete a business combination on terms that would produce value for RMG II’s shareholders.

Any potential target business with which RMG II enters into negotiations concerning a business combination will be aware that RMG II must complete an initial business combination by December 14, 2022. Consequently, if RMG II is unable to complete this Business Combination, a potential target may obtain leverage over RMG II in negotiating a business combination, knowing that RMG II may be unable to complete a business combination with another target business by December 14, 2022. This risk will increase as RMG II gets closer to the timeframe described above. In addition, RMG II may have limited time to conduct due diligence and may enter into a business combination on terms that RMG II would have rejected upon a more comprehensive investigation.

Subsequent to the completion of the Business Combination, ReNew Global may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of ReNew Global securities, which could cause RMG II Shareholders to lose some or all of their investment.

Although RMG II has conducted due diligence on ReNew India, RMG II cannot assure you that this diligence identified all material issues that may be present with the business of ReNew India or that factors outside of ReNew India’s business and outside of ReNew Global’s control will not later arise. As a result of these factors, ReNew Global may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in its reporting losses. Even if RMG II’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with RMG II’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on its liquidity, the fact that ReNew Global reports charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. In addition, charges of this nature may cause ReNew Global to be unable to obtain future financing on favorable terms or at all.

 

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If an Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, RMG II’s board of directors will not have the ability to adjourn the RMG II General Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

RMG II’s board of directors may seek approval to adjourn the RMG II General Meeting to a later date or dates if, at the RMG II General Meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the Business Combination. If the Adjournment Proposal is not approved, RMG II’s board will not have the ability to adjourn the RMG II General Meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the Business Combination. In such event, if the required approval at the RMG II General Meeting is not obtained, the Business Combination would not be completed.

RMG II did not obtain an opinion from an independent investment banking or accounting firm, and consequently, you have no assurance from an independent source that the price RMG II is paying in connection with the Business Combination is fair to RMG II from a financial point of view.

RMG II is not required to obtain an opinion from an independent investment banking or accounting firm that the price RMG II is paying in connection with the Business Combination is fair to RMG II from a financial point of view. RMG II’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Its officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds, together with the experience and sector expertise of its financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination with ReNew India. Accordingly, investors will be relying solely on the judgment of RMG II’s board of directors in valuing ReNew India’s business, and assuming the risk that the board of directors may not have properly valued the Business Combination.

If third parties bring claims against RMG II, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

RMG II’s placing of funds in the Trust Account may not protect those funds from third-party claims against RMG II. Although RMG II will seek to have all vendors, service providers (other than RMG II’s independent auditors), prospective target businesses or other entities with which RMG II does business execute agreements with RMG II waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of RMG II’s public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against RMG II’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, RMG II’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to RMG II than any alternative.

RMG Sponsor II has agreed that it will be liable to RMG II if and to the extent any claims by a vendor for services rendered or products sold to RMG II, or a prospective target business with which RMG II has discussed entering into a business combination agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under RMG II’s indemnity of the underwriters of the RMG II IPO against certain liabilities, including liabilities under the Securities Act.

 

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Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, RMG Sponsor II will not be responsible to the extent of any liability for such third-party claims. RMG II has not independently verified whether RMG Sponsor II has sufficient funds to satisfy its indemnity obligations and believes that RMG Sponsor II’s only assets are securities of RMG II. RMG Sponsor II may not have sufficient funds available to satisfy those obligations. RMG II has not asked RMG Sponsor II to reserve for such eventuality, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for a business combination and redemptions could be reduced to less than $10.00 per public share. In such event, RMG II may not be able to complete a business combination, and RMG II Shareholders would receive such lesser amount per share in connection with any redemption of public shares.

If RMG II is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by RMG II’s shareholders. Furthermore, because RMG II intends to distribute the proceeds held in the Trust Account to its public shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to Public Shareholders over any potential creditors with respect to access to or distributions from its assets. In addition, RMG II’s board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposed itself and the company to claims of punitive damages, by paying its public shareholders from the Trust Account prior to addressing the claims of creditors. RMG II cannot assure you that claims will not be brought against it for these reasons.

RMG II’s shareholders may be held liable for claims by third parties against RMG II to the extent of distributions received by them upon redemption of their shares.

If RMG II is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, RMG II was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by RMG II’s shareholders. Furthermore, RMG II’s directors may be viewed as having breached their fiduciary duties to RMG II or RMG II’s creditors and/or may have acted in bad faith, and thereby exposing themselves and RMG II to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. RMG II cannot assure you that claims will not be brought against RMG II for these reasons. RMG II and RMG II’s officers and directors who knowingly and willfully authorized or permitted any distribution to be paid out of RMG II’s share premium account while RMG II was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine of up to approximately $18,300 and to imprisonment for up to five years in the Cayman Islands.

RMG II’s current directors and executive officers and their affiliates own ordinary shares and private placement warrants that will be worthless if the Business Combination is not approved.

RMG II’s officers and directors and/or their affiliates beneficially own or have a pecuniary interest in shares that they purchased prior to, or simultaneously with, RMG II’s IPO. RMG II’s executive officers and directors and their affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination with ReNew India or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of approximately $85,301,250 million based upon the closing prices of the RMG II Class A Shares and Units on the Nasdaq on July 20, 2021. These financial interests may have influenced the decision of RMG II’s directors to approve the Business Combination with ReNew India and to continue to pursue the Business Combination. In considering the recommendations of RMG II’s board of directors to vote for the Business Combination Proposal and other proposals, RMG II’s Public Shareholders should consider these interests.

 

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RMG Sponsor II and each of RMG II’s officers and directors have agreed to vote in favor of the Business Combination, regardless of how RMG II’s public shareholders vote.

Unlike other blank check companies in which the founders agree to vote their RMG II Founder Shares and any public shares purchased by them during or after such company’s initial public offering in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, RMG Sponsor II and each of RMG II’s officers and directors agreed, and their permitted transferees will agree, pursuant to the terms of letter agreements entered into with RMG II, to vote any RMG II Founder Shares held by them, as well as any public shares owned by them, in favor the Business Combination. As of the record date for RMG II Shareholders holding their shares in “street name,” RMG Sponsor II, and through it RMG II’s officers and directors, owned 20% of the issued and outstanding RMG II Ordinary Shares, including all of the RMG II Founder Shares, and will be able to vote all of such shares at the RMG II General Meeting. Accordingly, regardless of how RMG II’s public shareholders vote in respect of the Business Combination Proposal, the Business Combination is more likely to receive the necessary shareholder approval than would be the case if RMG Sponsor II and each of RMG II’s officers and directors had agreed to vote their RMG II Ordinary Shares in accordance with the majority of the votes cast by RMG II’s public shareholders.

RMG Sponsor II or RMG II’s other directors, executive officers, advisors and their affiliates may elect to purchase shares from RMG II public shareholders, which may influence a vote on the Business Combination.

RMG Sponsor II or RMG II’s other directors, executive officers, advisors or their affiliates may purchase Class A Shares in privately negotiated transactions or in the open market prior to the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of the Class A Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that RMG Sponsor II or RMG II’s other directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases would be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible.

RMG II’s warrants are accounted for as liabilities and the changes in value of its warrants could have a material effect on its financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”, or the “SEC Statement”. Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing RMG II’s warrants. As a result of the SEC Statement, RMG II reevaluated the accounting treatment of its 11,500,000 public warrants and 7,026,807 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value for each period reported in earnings.

As a result, included on RMG II’s consolidated balance sheets as of December 31, 2020 and March 31, 2021 and contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within RMG II’s warrants. Accounting Standards Codification 815, Derivatives and Hedging, or “ASC 815”, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, RMG II’s consolidated financial statements and results of operations may fluctuate quarterly, based on factors which are outside of RMG II’s

 

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control. Due to the recurring fair value measurement, RMG II expects that it will recognize non-cash gains or losses on its warrants each reporting period and that the amount of such gains or losses could be material.

RMG II has identified a material weakness in its internal control over financial reporting as of December 31, 2020. If RMG II is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in RMG II and materially and adversely affect its business and operating results.

Following the issuance of the SEC Statement, on April 22, 2021, after consultation with its independent registered public accounting firm, RMG II’s management and its audit committee concluded that, in light of the SEC Statement, it was appropriate to restate RMG II’s previously issued audited financial statements as of and for the period ended December 31, 2020, or the “Restatement”. See “—RMG II’s warrants are accounted for as liabilities and the changes in value of its warrants could have a material effect on its financial results.” As part of such process, RMG II identified a material weakness in its internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for RMG II to provide reliable financial reports and prevent fraud. RMG II continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If RMG II identifies any new material weaknesses in the future, any such newly identified material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such case, RMG II may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in its financial reporting and its stock price may decline as a result. RMG II cannot assure you that the measures it has taken to date, or any measures RMG II may take in the future, will be sufficient to avoid potential future material weaknesses. If the Business Combination is consummated, RMG II can provide no assurance that ReNew Global’s internal controls and procedures over financial reporting of the post-Business Combination Company will be effective.

RMG II and, following the Business Combination, ReNew Global, may face litigation and other risks as a result of the material weakness in RMG II’s internal control over financial reporting.

As a result of the identified material weakness in RMG II’s material controls, the Restatement, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we and, following the Business Combination, ReNew Global, face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in RMG II’s internal control over financial reporting and the preparation of its financial statements. As of the date of this proxy statement/prospectus, RMG II has no knowledge of any such litigation or dispute. However, RMG II can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on RMG II’s business, results of operations and financial condition or its ability to complete the Business Combination and related transactions.

RMG II shareholders may have limited remedies if their shares suffer a reduction in value following the Business Combination.

Any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in

 

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value, unless they are able to successfully claim that the reduction was due to the breach by RMG II’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy statement relating to the Business Combination contained an actionable material misstatement or material omission.

The Amended and Restated Warrant Agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of RMG II Adjusted Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with ReNew Global.

The Amended and Restated Warrant Agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Amended and Restated Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that ReNew Global irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. ReNew Global will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Amended and Restated Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of ReNew Global’s warrants shall be deemed to have notice of and to have consented to the forum provisions in the Amended and Restated Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the Amended and Restated Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with ReNew Global, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Amended and Restated Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, ReNew Global may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect ReNew Global’s business, financial condition and results of operations and result in a diversion of the time and resources of ReNew Global’s management and board of directors.

Because RMG II is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

RMG II is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for RMG II public shareholders to effect service of process within the United States upon RMG II’s directors or executive officers, or enforce judgments obtained in the United States courts against RMG II’s directors or officers.

RMG II’s corporate affairs are governed by its amended and restated memorandum and articles of association, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of RMG II’s directors to RMG II under Cayman Islands law are to a large extent governed by the

 

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common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of RMG II’s shareholders and the fiduciary responsibilities of RMG II’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, shareholders of Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like RMG II have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. RMG II’s directors have discretion under its amended and restated memorandum and articles of association to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders, but are not obliged to make them available to its shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against RMG II judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state, and (ii) in original actions brought in the Cayman Islands, to impose liabilities against RMG II predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, RMG II public shareholders may have more difficulty in protecting their interests in the face of actions taken by RMG II management, members of the RMG II Board or controlling shareholders of RMG II than they would as public shareholders of a United States company.

RMG II public shareholders will experience substantial dilution as a consequence of, among other transactions, the Business Combination and the PIPE Investment. Having a minority share position will reduce the influence that RMG II public shareholders have on the management of ReNew Global relative to the current RMG II public shareholders’ influence on the management of RMG II.

It is anticipated that, assuming no redemption of RMG II Ordinary Shares and certain other assumptions as set out in the section entitled “Beneficial Ownership of Securities”, (A) the concentration of ownership in ReNew Global immediately following the consummation of the Business Combination will be as follows: (i) RMG II public shareholders will own approximately 8.3%; (ii) RMG Sponsor will own approximately 2.1%; (iii) the PIPE Investors will own approximately 20.5%; and (iv) the Major Shareholders will own approximately 69.2%, and (B) the ownership of voting shares in ReNew Global immediately following the consummation of the Business Combination will be as follows: (i) RMG II public shareholders will own shares representing approximately 11.1% of the voting power in ReNew Global shares; (ii) RMG Sponsor will own approximately

 

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2.8%; (iii) the PIPE Investors will own approximately 27.5%; and (iv) the Major Shareholders will own approximately 58.6%.

If the actual facts are different than these assumptions (in particular, if there are any redemptions of RMG II Ordinary Shares, which they are likely to be), the ownership percentages set forth above will change and be different, including the RMG II public shareholders percentage ownership of ReNew Global’s voting shares. Having a minority ownership of ReNew Global’s voting shares will reduce the influence that RMG II public shareholders have on the management of ReNew Global relative to the current RMG II public shareholders’ influence on the management of RMG II.

If RMG II is or was a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. holders of RMG II Shares and RMG II Warrants could be subject to adverse United States federal income tax consequences with respect to the Business Combination.

If RMG II is or was a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. Holder (as defined in “The Business Combination Proposal—Tax Considerations—U.S. Federal Income Tax Considerations—U.S. Holders”) holds or held RMG II Shares or RMG II Warrants, certain adverse U.S. federal income tax consequences may apply to such U.S. Holder with respect to the Business Combination, such as taxation at the highest marginal ordinary income tax rates on capital gains, interest charges on certain taxes treated as deferred, and additional reporting requirements. Because RMG II is a blank check company, with no current active business, it likely met the PFIC asset or income test (each as described in further detail below under “The Business Combination Proposal—Tax Considerations—U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Considerations of Ownership ReNew Global Shares and RMG II Adjusted WarrantsPassive Foreign Investment Company Considerations of the Ownership of ReNew Global Securities”) for its first and most recent taxable year ended on March 31, 2021. Accordingly, RMG II would likely be treated as a PFIC in such taxable year. Although RMG II’s PFIC determination will be made annually, a determination that RMG II is a PFIC will generally apply for subsequent years to a U.S. Holder who held RMG II Shares while RMG II was a PFIC, whether or not RMG II is a PFIC in those subsequent years (unless the holder makes a valid QEF election or mark-to-market election for such holder’s First PFIC Holding Year (as described in further detail below under “The Business Combination Proposal—Tax Considerations—U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Considerations of Ownership ReNew Global Shares and RMG II Adjusted WarrantsPassive Foreign Investment Company Considerations of the Ownership of ReNew Global Securities”)).

For further details, see “The Business Combination Proposal—Tax Considerations—U.S. Federal Income Tax Considerations—Effects of the Business Combination—Passive Foreign Investment Company Considerations of the Merger.”

Risks Relating to Redemptions of RMG II Ordinary Shares

The ability of RMG II’s public shareholders to exercise redemption rights with respect to a large number of RMG II’s shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

The obligations of ReNew India and the Major Shareholders under the Business Combination Agreement are subject to the Minimum Cash Condition being met. Therefore, the probability that the Business Combination will be unsuccessful increases with the amount of RMG II shareholder Redemptions. If the Business Combination is not completed in the required time set forth in the Business Combination Agreement and RMG II is unable to complete an initial business combination by December 14, 2022, you would not receive your pro rata portion of the Trust Account until the Trust Account is liquidated. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time RMG II shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss

 

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on your investment or lose the benefit of funds expected in connection with the redemption until RMG II liquidates or you are able to sell your shares in the open market. See the risk factor titled “The Business Combination remains subject to conditions that RMG II cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated.

RMG II does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for RMG II to complete a business combination in relation to which a substantial majority of its shareholders have elected to redeem their shares.

RMG II’s amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that in no event will RMG II redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, such that RMG II is not subject to the SEC’s “penny stock” rules. This minimum net tangible asset amount is also required as an obligation to each party’s obligation to consummate the Business Combination under the Business Combination Agreement. In addition, see “If the minimum cash condition, as specified in the Business Combination Agreement, is not met, then the Business Combination Agreement may be terminated.” If the Business Combination is not consummated, RMG II will not redeem any shares, all RMG II ordinary shares submitted for redemption will be returned to the holders thereof, and RMG II instead may search for an alternate business combination.

If you or a group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the RMG II Class A Shares issued in the RMG II IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Class A Shares issued in the RMG II IPO.

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Class A Shares included in the units sold in the RMG II IPO. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, RMG II will require each public shareholder seeking to exercise redemption rights to certify to RMG II whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to share ownership available to RMG II at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which RMG II makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over RMG II’s ability to consummate the Business Combination and you could suffer a material loss on your investment in RMG II if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if RMG II consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in the RMG II IPO and, in order to dispose of such excess shares, would be required to sell your Class A Shares in open market transactions, potentially at a loss. There is no assurance that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the Class A Shares will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge RMG II’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, RMG II’s shareholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

There is no assurance as to the price at which an RMG II Shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination.

 

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Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price, and may result in a lower value realized now than a shareholder of RMG II might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Shareholders of RMG II who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption, which may make it difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Class A Shares for a pro rata portion of the funds held in the Trust Account.

RMG II public shareholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things (i) submit a request in writing and (ii) tender their certificates to the Transfer Agent or deliver their shares to the Transfer Agent electronically through the DWAC system at least two business days prior to the RMG II General Meeting. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC and the Transfer Agent will need to act to facilitate this request. Shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because RMG II does not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Shareholders electing to redeem their shares will receive their pro rata portion of the Trust Account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. Please see the section entitled “Extraordinary General Meeting of RMG II Shareholders—Redemption Rights” for additional information on how to exercise your redemption rights.

If a public shareholder fails to receive notice of RMG II’s offer to redeem its public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

RMG II will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite RMG II’s compliance with these rules, if a public shareholder fails to receive RMG II’s tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials, as applicable, that RMG II will furnish to holders of its public shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to redeem or sell your Public Shares or Warrants, potentially at a loss.

RMG II public shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) RMG II’s completion of the Business Combination, and then only in connection with those shares of RMG II ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of RMG II’s public shares if RMG II is unable to complete a business combination by December 14, 2022, subject to applicable law and as further described herein. In addition, if

 

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RMG II plans to redeem its Public Shares because RMG II is unable to complete a business combination by December 14, 2022, for any reason, compliance with Cayman Islands law may require that RMG II submit a plan of liquidation to RMG II’s then-existing shareholders for approval prior to the distribution of the proceeds held in RMG II’s Trust Account. In that case, Public Shareholders may be forced to wait beyond December 14, 2022, before they receive funds from the Trust Account. In no other circumstances will public shareholders have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Warrants, potentially at a loss.

The grant and future exercise of registration rights may adversely affect the market price of ReNew Global’s shares upon consummation of the Business Combination.

Pursuant to the Registration Rights, Coordination and Put Option Agreement to be entered into in connection with the Business Combination and which is described elsewhere in this proxy statement/prospectus, GSW, CPP Investments, Platinum Cactus, JERA, SACEF, RMG and the Founder Investors can each demand that ReNew Global register their registrable securities under certain circumstances and will each also have piggyback registration rights for these securities in connection with certain registrations of securities that ReNew Global undertakes. In addition, following the consummation of the Business Combination, ReNew Global is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of ReNew Global. Subject to the terms of the Business Combination Agreement, there are 248,512,812 ReNew Global Class A Shares and 105,441,472 ReNew Global Class C Shares subject to registration rights immediately following the Business Combination, including through the Registration Rights, Coordination and Put Option Agreement and the Subscription Agreement. Assuming the RMG II Adjusted Warrants are exercised, stock options exercisable within 60 days are exercised and the India Ordinary Shares received by CPP Investments and GSW for their CCPS are transferred in exchange for ReNew Global shares, there will be 388,902,938 ReNew Global shares that will be subject to registration rights, including through the Registration Rights, Coordination and Put Option Agreement and the Subscription Agreement.

The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of ReNew Global’s shares post-Business Combination.

RMG II and ReNew Global have no history operating as a combined company. The unaudited pro forma condensed combined financial information may not be an indication of ReNew Global’s financial condition or results of operations following the Business Combination, and accordingly, you have limited financial information on which to evaluate ReNew Global and your investment decision.

ReNew Global and RMG II have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of RMG II and ReNew Global, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations including, without limitation, future revenue or financial condition of RMG II following the Business Combination. Certain adjustments and assumptions have been made regarding RMG II after giving effect to the Business Combination. ReNew Global and RMG II believe these assumptions are reasonable, however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect RMG II’s results of operations or financial condition following the consummation of the Business Combination. For these and other reasons, the historical and pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect ReNew Global’s results of operations and financial condition and the actual financial condition and results of operations of ReNew Global following the Business Combination may not be consistent with, or evident from, this pro forma financial information.

 

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Risks related to ReNew Global

There will be material differences between your current rights as a holder of RMG II securities and the rights one can expect as a holder of ReNew Global securities, some of which may adversely affect you.

Upon completion of the Business Combination, RMG II Shareholders will no longer be shareholders of RMG II, an exempted company incorporated under the laws of the Cayman Islands, but will be shareholders of ReNew Global, which will be a public limited company incorporated under the laws of England and Wales. There will be material differences between the current rights of RMG II Shareholders and the rights you can expect to have as a holder of the ReNew Global Class A Shares and Warrants, some of which may adversely affect you. For a more detailed discussion of the differences in the rights of RMG II Shareholders and the ReNew Global shareholders, see the section of this proxy statement/prospectus titled “Comparison of Shareholder’s Rights.

The ReNew Global Class A Shares and/or RMG II Adjusted Warrants may not be listed on a national securities exchange after the Business Combination, which could limit investors’ ability to make transactions in such securities, subject ReNew Global to additional trading restrictions, and subject ReNew Global’s security holders to U.K. stamp duty upon securities transfers.

ReNew Global has applied to have the ReNew Global Class A Shares and RMG II Adjusted Warrants listed on Nasdaq after the consummation of the Business Combination. ReNew Global will be required to meet the initial listing requirements to be listed. ReNew Global may not be able to meet those initial listing requirements. Even if the ReNew Global Class A Shares and RMG II Adjusted Warrants are so listed, ReNew Global may be unable to maintain the listing of the such securities in the future. If ReNew Global fails to meet the initial listing requirements and Nasdaq does not list the ReNew Global Class A Shares and/or RMG II Adjusted Warrants, there could be significant material adverse consequences, including:

 

   

a limited availability of market quotations for the ReNew Global Class A Shares and/or RMG II Adjusted Warrants;

 

   

a reduced level of trading activity in the secondary trading market for the ReNew Global Class A Shares and/or RMG II Adjusted Warrants;

 

   

a limited amount of news and analyst coverage for ReNew Global;

 

   

a decreased ability to issue additional securities or obtain additional financing in the future; and

 

   

stamp duty may be chargeable on transfers of or agreements to transfer ReNew Global Class A Shares and/or RMG II Adjusted Warrants.

Upon completion of the Business Combination, RMG II Shareholders will become ReNew Global shareholders, RMG II warrant holders will become holders of RMG II Adjusted Warrants and the market price for the ReNew Global Class A Shares may be affected by factors different from those that historically have affected RMG II.

Upon completion of the Business Combination, RMG II Shareholders will become ReNew Global shareholders and RMG II warrant holders will become holders of RMG II Adjusted Warrants, which may be exercised to acquire ReNew Global Class A Shares. ReNew Global’s business differs from that of RMG II, and, accordingly, the results of operations of ReNew Global will be affected by some factors that are different from those currently affecting the results of operations of RMG II. RMG II is a special purpose acquisition company incorporated in the Cayman Islands that is not engaged in any operating activity, directly or indirectly. ReNew Global is a holding company and its ReNew India subsidiary is engaged in renewable energy production in India. ReNew Global’s business and results of operations will be affected by regional, country, and industry risks and operating risks to which RMG II was not exposed. For a discussion of the business of ReNew Global, including the business currently conducted and proposed to be conducted by ReNew India, see the section of this proxy statement/prospectus titled “ReNew India’s Business.”

 

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Fluctuations in operating results, quarter-to-quarter earnings and other factors, including incidents involving ReNew India’s customers and negative media coverage, may result in significant decreases or fluctuations in the price of ReNew Global securities post-Business Combination.

The stock markets experience volatility that is often unrelated to operating performance. These broad market fluctuations may adversely affect the trading price of ReNew Global’s shares post-Business Combination and, as a result, there may be significant volatility in the market price of ReNew Global’s shares post-Business Combination. Separately, if ReNew Global is unable to operate as profitably as investors expect, the market price of ReNew Global’s shares post-Business Combination will likely decline when it becomes apparent that the market expectations may not be realized. In addition to operating results, many economic and seasonal factors outside of ReNew Global’s control could have an adverse effect on the price of ReNew Global’s shares post Business Combination and increase fluctuations in its earnings. These factors include certain of the risks discussed herein, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts post-Business Combination, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, change in government regulation, foreign currency fluctuations and uncertainty in tax policies, the possible effects of war, terrorist and other hostilities, other factors affecting general conditions in the economy or the financial markets or other developments affecting the renewable energy industry.

A market for ReNew Global’s shares may not develop, which would adversely affect the liquidity and price of ReNew Global’s shares.

An active trading market for ReNew Global’s shares may never develop or, if developed, it may not be sustained. You may be unable to sell your ReNew Global’s shares unless a market can be established and sustained. This risk will be exacerbated if there is a high level of redemptions of RMG II public shares in connection with the Closing of the Business Combination.

ReNew Global is a holding company. ReNew Global’s sole material assets after the Business Combination will be its equity interest in ReNew India and its other direct and indirect subsidiaries and it is accordingly dependent upon distributions from such subsidiaries to pay taxes and cover its corporate and other overhead expenses.

ReNew Global is a holding company and will have no material assets other than its equity interest in ReNew India and its other direct and indirect subsidiaries. ReNew Global has no independent means of generating revenue. To the extent any subsidiary has available cash, ReNew Global intends to cause the subsidiary to make non-pro rata payments to ReNew Global to reimburse it for its corporate and other overhead expenses. To the extent that ReNew Global need funds and a subsidiary is restricted from making such distributions or payment under applicable law or regulation or under the terms of any financing arrangements due to restrictive covenants or otherwise, or are otherwise unable to provide such funds, ReNew Global’s liquidity and financial condition could be materially adversely affected.

ReNew Global may issue additional shares or other securities without shareholder approval in certain circumstances, which would dilute existing ownership interests and may depress the market price of its shares.

ReNew Global may issue additional shares or other equity securities of equal or senior rank in the future in connection with, among other things, ReNew Global’s equity incentive plan or in connection with a founder investors put financing issuance under the terms of the Registration Rights, Coordination and Put Option Agreement (for details, see “Certain Relationships and Related Person Transactions—ReNew India related party transactions—Registration Rights, Coordination and Put Option Agreement”) without further shareholder approval, in a number of circumstances. Pursuant to a founder investors put financing issuance, ReNew Global may issue up to 15,591,932 additional ReNew Global Class A Shares which represents the ReNew India Ordinary Shares held by the Founder Investors in ReNew India at Closing.

 

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ReNew Global’s issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

 

   

ReNew Global’s existing shareholders’ proportionate ownership interest in ReNew Global may decrease;

 

   

the amount of cash available per share, including for payment of dividends in the future, may decrease;

 

   

the relative voting strength of each previously outstanding shares may be diminished; and

 

   

the market price of shares may decline.

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about ReNew Global, its share price and trading volume could decline significantly.

The market for ReNew Global’s shares will depend in part on the research and reports that securities or industry analysts publish about ReNew Global or its business. Securities and industry analysts do not currently, and may never, publish research on ReNew Global. If no securities or industry analysts commence coverage of ReNew Global, the market price and liquidity for ReNew Global Shares could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover ReNew Global downgrade their opinions about ReNew Global’s shares, publish inaccurate or unfavorable research about ReNew Global, or cease publishing about ReNew Global regularly, demand for ReNew Global’s shares could decrease, which might cause its share price and trading volume to decline significantly.

Future resales of the ReNew Global Class A Shares issued in connection with the Transactions and the PIPE Investment may cause the market price of the ReNew Global Class A Shares to drop significantly, even if ReNew Global’s business is doing well.

Under the Business Combination Agreement, the parties thereto, or the “Business Combination Agreement Parties,” will receive, among other things, a significant amount of ReNew Global’s shares. Pursuant to the Registration Rights, Coordination and Put Option Agreement, certain parties will be restricted from selling any of the ReNew Global securities that they receive as a result of the share exchange for a minimum of 180 days after the closing date of the Business Combination, subject to certain exceptions including, but not limited to, that SACEF will not be subject to such lock-up and GSW will be entitled to sell certain of its ReNew Global’s securities during such lock-up period. See the section of this proxy statement/prospectus titled “The Business Combination Proposals.”

Upon expiration or waiver of the applicable lock-up periods, and upon effectiveness of the registration statement ReNew Global files pursuant to the Registration Rights, Coordination and Put Option Agreement or upon satisfaction of the requirements of Rule 144 under the Securities Act, the Business Combination Agreement Parties, PIPE investors and certain other significant shareholders may sell large amounts of ReNew Global securities in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in ReNew Global’s share price or putting significant downward pressure on the price of the ReNew Global’s shares.

Upon expiration of the applicable lock-up periods and upon the effectiveness of any registration statement ReNew Global files pursuant to the above-referenced Registration Rights, Coordination and Put Option Agreement, or as required under the subscription agreements with the PIPE Investors, in a registered offering of securities pursuant to the Securities Act, or otherwise in accordance with Rule 144 under the Securities Act, the Business Combination Agreement Parties and the PIPE Investors may sell large amounts of ReNew Global Class A Shares and/or warrants to purchase ReNew Global Class A Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the ReNew Global Class A Shares and/or the RMG II Adjusted Warrants or putting significant downward pressure on the price of the ReNew Global Class A Shares and/or the RMG II Adjusted Warrants.

 

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ReNew Global cannot predict the size of future issuances of ReNew Global Class A Shares or warrants to purchase ReNew Global Class A Shares or the effect, if any, that future issuances and sales of shares of ReNew Global Class A Shares and/or warrants will have on the market price of the ReNew Global Class A Shares or the RMG II Adjusted Warrants. Sales of substantial amounts of ReNew Global Class A Shares (including those issued in connection with the Business Combination), or the perception that such sales could occur, may adversely affect prevailing market prices of ReNew Global Class A Shares and/or RMG II Adjusted Warrants.

ReNew Global will incur higher costs post-Business Combination as a result of being a public company.

ReNew Global will incur additional legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of the Business Combination. ReNew Global will incur higher costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” and related rules implemented by the SEC and the Nasdaq, as well as similar legislation in applicable jurisdictions such as the U.K. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. ReNew Global expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although ReNew Global is currently unable to estimate these costs with any degree of certainty. ReNew Global may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses. These laws and regulations could make it more difficult or costly for ReNew Global to obtain certain types of insurance, including director and officer liability insurance, and ReNew Global may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for ReNew Global to attract and retain qualified persons to serve on the ReNew Global Board, board committees or as executive officers. Furthermore, if ReNew Global’s shares are listed on the Nasdaq and ReNew Global is unable to satisfy its obligations as a public company, it could be subject to delisting of ReNew Global’s shares, fines, sanctions and other regulatory action and potentially civil litigation.

As a “foreign private issuer” under the rules and regulations of the SEC, ReNew Global is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

ReNew Global is, and will after the consummation of the Business Combination be, considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, ReNew Global is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. ReNew Global currently prepares its financial statements in accordance with IFRS. ReNew Global will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as its financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board. ReNew Global is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, ReNew Global’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of ReNew Global’s securities. Accordingly, after the Business Combination, if you continue to hold ReNew Global’s securities, you may receive less or different information about ReNew Global than you currently receive about RMG II or that you would receive about a U.S. domestic public company.

In addition, as a “foreign private issuer” whose shares are intended to be listed on the Nasdaq, ReNew Global is permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each Nasdaq

 

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requirement with which it does not comply, followed by a description of its applicable home country practice. ReNew Global currently intends to follow the corporate governance requirements of the Nasdaq. However, ReNew Global cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow ReNew Global to follow its home country practice.

ReNew Global could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of ReNew Global’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of ReNew Global’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of ReNew Global’s assets are located in the United States; or (iii) ReNew Global’s business is administered principally in the United States. If ReNew Global loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, ReNew Global would likely incur substantial costs in fulfilling these additional regulatory requirements and members of ReNew Global’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

If ReNew Global fails to maintain an effective system of internal control over financial reporting, ReNew Global may not be able to accurately report its financial results or prevent fraud. As a result, shareholders could lose confidence in ReNew Global’s financial and other public reporting, which is likely to negatively affect ReNew Global’s business and the market price of ReNew Global Shares.

Effective internal control over financial reporting is necessary for ReNew Global to provide reliable financial reports and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in ReNew Global’s implementation could cause ReNew Global to fail to meet its reporting obligations. In addition, any testing conducted by ReNew Global, or any testing conducted by ReNew Global’s independent registered public accounting firm, may reveal deficiencies in ReNew Global’s internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to ReNew Global’s financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in ReNew Global’s reported financial information, which is likely to negatively affect ReNew Global’s business and the market price of ReNew Global Shares.

As ReNew Global will be an English public limited company, certain capital structure decisions will require shareholder approval, which may limit ReNew Global’s flexibility to manage its capital structure.

ReNew Global is a public limited company incorporated under the laws of England and Wales. The U.K. Companies Act 2006, or “U.K. Companies Act,” provides that a board of directors may only allot shares (or grant rights to subscribe for or to convert any security into shares) with the prior authorization of shareholders, either pursuant to an ordinary resolution or as set out in the articles of association adopted from time to time with the approval of ReNew Global’s shareholders. This authorization must state the aggregate nominal amount of shares that it covers, can be valid up to a maximum period of five years and can be varied, renewed or revoked by shareholders.

Subject to certain limited exceptions, the U.K. Companies Act generally provides shareholders with preemptive rights when new shares are issued for cash. However, it is possible for the Articles, or for shareholders to pass a special resolution at a general meeting, being a resolution passed by at least 75% of the votes cast, to disapply preemptive rights. Such a disapplication of preemptive rights may be for a maximum period of up to five years from the date of adoption of the Articles, if the disapplication is contained in the Articles, but not longer than the duration of the authority to allot shares to which this disapplication relates or from the date of the shareholder special resolution, if the disapplication is by shareholder special resolution. In

 

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either case, this disapplication would need to be renewed by ReNew Global’s shareholders upon its expiration (i.e., at least every five years).

Subject to certain limited exceptions, the U.K. Companies Act generally prohibits a public limited company from repurchasing its own shares without the prior approval of its shareholders by ordinary resolution, being a resolution passed by a simple majority of votes cast, and other formalities. Such approval may be provided for a maximum period of up to five years.

There can be no assurance that circumstances will not arise that would cause such shareholder approvals in respect of the authorization of the allotment of shares, disapplication of pre-emption rights, or repurchase of shares, not to be obtained, which would affect ReNew Global’s capital management.

English law will require that ReNew Global meet certain additional financial requirements before it can declare dividends or repurchase shares following the mergers.

Under English law, ReNew Global will be able to declare dividends, make distributions or repurchase only out of profits available for distribution, being its accumulated, realized profits, to the extent not previously utilized by distribution or capitalization, less its accumulated, realized losses, to the extent not previously written off in a reduction or reorganization of capital duly made. Immediately following the Business Combination, ReNew Global will not have profits available for distribution.

ReNew Global currently has only ordinary shares on issue of a nominal amount of $0.01 per share and 50,000 redeemable preference shares of a nominal amount of £1 per share. Prior to Closing of the Business Combination, Neerg Energy Ltd, as the current sole shareholder of ReNew Global, will pass a resolution to reduce the capital of ReNew Global by cancelling the share premium accruing to the Class A Ordinary Shares following the closing of the Business Combination, to allow the creation of profits available for distribution. As soon as practicable following Closing, ReNew Global will seek to obtain the approval of the English Companies Court through a customary process, which is required for the creation of profits available for distribution to be effective. The approval of the English Companies Court is expected to be received within six weeks after Closing of the Business Combination. Prior to the receipt of the approval, ReNew Global will not be able to declare dividends or make any share repurchases.

ReNew Global’s Articles of Association will provide that the courts of England and Wales will be the exclusive forum for the resolution of all shareholder complaints other than complaints asserting a cause of action arising under the Securities Act or the Exchange Act, and that the United States District Court for the Southern District of New York will be the exclusive forum for the resolution of any shareholder complaint asserting a cause of action arising under the Securities Act or the Exchange Act.

ReNew Global’s Articles of Association will provide that the courts of England and Wales will be the exclusive forum for resolving all shareholder complaints other than shareholder complaints asserting a cause of action arising under the Securities Act or the Exchange Act, and that the United States District Court for the Southern District of New York will be the exclusive forum for resolving any shareholder complaint asserting a cause of action arising under the Securities Act and the Exchange Act. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with ReNew Global or its directors, officers or other employees, which may discourage such lawsuits. If a court were to find either choice of forum provision contained in ReNew Global’s Articles of Association to be inapplicable or unenforceable in an action, ReNew Global may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect ReNew Global’s results of operations and financial condition.

U.S. investors may have difficulty enforcing civil liabilities against ReNew Global, its directors or members of senior management and the experts named herein.

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Global’s assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on ReNew Global in the United States or to enforce in the United States judgments obtained in U.S. courts against ReNew Global based on the civil liability provisions of the U.S. securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of England and Wales (or any other applicable jurisdiction) may render you unable to enforce a judgment against ReNew Global’s assets or the assets of its directors and executive officers. In addition, it is doubtful whether English courts would enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities laws would likely be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in the United Kingdom will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. As a result of the above, public holders of ReNew Global Class A Shares may have more difficulty in protecting their interest through actions against ReNew Global’s management, directors or major shareholders than they would as shareholders of a U.S. public company.

The rights of ReNew Global shareholders may differ from the rights typically offered to shareholders of a U.S. corporation and the rights of shareholders in RMG II, and these differences may make ReNew Global Class A Shares less attractive to investors.

ReNew Global is a public limited company incorporated under the laws of England and Wales. The rights of holders of ReNew Global Class A Shares are governed by English law, including the provisions of the U.K. Companies Act, and by ReNew Global’s Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations, as well as RMG II, which is an exempted company incorporated under the laws of the Cayman Islands, and these differences may make ReNew Global Class A Shares less attractive to investors.

The City Code on Takeovers and Mergers, or the “Takeover Code,” applies, among other things, to an offer for a public limited company whose registered office is in the United Kingdom (or the Channel Islands or the Isle of Man) and whose securities are not admitted to trading on a regulated market in the United Kingdom (or the Channel Islands or the Isle of Man) if the company is considered by the Panel on Takeovers and Mergers, or the “Takeover Panel,” to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test.” The test for central management and control under the Takeover Code is different from that used by the U.K. tax authorities. Under the Takeover Code, the Takeover Panel will determine whether ReNew Global has its place of central management and control in the United Kingdom by looking at, in the first instance, whether a majority of the members of ReNew Global’s Board are resident in the United Kingdom, the Channel Islands and the Isle of Man. If a majority of the directors are so resident, then the “residency test” will normally be satisfied ReNew Global.

Given that ReNew Global’s central management and control is currently not situated within, and ReNew Global’s current intention is not to have it in the future situated within the United Kingdom (or the Channel Islands or the Isle of Man), ReNew Global does not currently envisage that the Takeover Code will apply to an offer for it.

If at the time of a takeover offer, the Takeover Panel determines that ReNew Global has its place of central management and control in the United Kingdom, ReNew Global would be subject to a number of rules and restrictions, including but not limited to the following: (i) ReNew Global’s ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) ReNew Global might not, without the approval of its shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) ReNew Global would be obliged to provide equality of information to all bona fide competing bidders.

 

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Under English law, and whether or not ReNew Global is subject to the Takeover Code, an offeror for ReNew Global that has acquired (i) 90% in value of; and (ii) 90% of the voting rights carried by the shares to which the offer relates may exercise statutory squeeze-out rights to compulsorily acquire the shares of the non-assenting minority. However, if an offer for ReNew Global is conducted by way of a scheme of arrangement the threshold for the offeror obtaining 100% of Company shares comprises two components: (i) approval by a majority in number of each class of Company shareholders present and voting at the shareholder meeting; and (ii) approval of ReNew Global shareholders representing 75% or more in value of each class of ReNew Global shareholders present and voting at that meeting.

Risks Related to the Tax Treatment of the Business Combination and ReNew Global

If ReNew Global were a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. Holders of ReNew Global’s shares and RMG II Adjusted Warrants could be subject to adverse United States federal income tax consequences.

If ReNew Global is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. Holder (as defined in “The Business Combination Proposal—Tax Considerations—U.S. Federal Income Tax Considerations—U.S. Holders”) holds ReNew Global’s shares or RMG II Adjusted Warrants, certain adverse U.S. federal income tax consequences may apply to such U.S. Holder. ReNew India does not believe that it was a PFIC for its prior taxable year and does not expect ReNew Global to be a PFIC for U.S. federal income tax purposes for the current taxable year. However, PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets (including goodwill) from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Accordingly, there can be no assurance that ReNew Global will not be treated as a PFIC for any taxable year.

If ReNew Global were treated as a PFIC, a U.S. Holder of ReNew Global’s shares or RMG II Adjusted Warrants may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. See “The Business Combination Proposal—Tax Considerations—U.S. Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.”

If ReNew Global Class A Shares or the RMG II Adjusted Warrants are not eligible for deposit and clearing within the facilities of DTC, then transactions in the ReNew Global Class A Shares or the RMG II Adjusted Warrants may be disrupted.

The facilities of the Depository Trust Company, or “DTC,” are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. ReNew Global expects that the ReNew Global Class A Shares and the RMG II Adjusted Warrants will be eligible for deposit and clearing within the DTC system. ReNew Global expects to enter into arrangements with DTC whereby it will agree to indemnify DTC for any U.K. stamp duty or SDRT that may be assessed upon it as a result of its service as a depository and clearing agency for the ReNew Global Class A Shares and the RMG II Adjusted Warrants. ReNew Global expects these actions, among others, will result in DTC agreeing to accept the ReNew Global Class A Shares and the RMG II Adjusted Warrants for deposit and clearing within its facilities. One of these actions includes seeking a non-statutory, pre-transaction clearance from HMRC to confirm, among other things, that no U.K. stamp duty or SDRT will be chargeable in respect of the issue of ReNew Global Class A Shares or RMG II Adjusted Warrants into the facilities of DTC.

DTC is not obligated to accept the ReNew Global Class A Shares or the RMG II Adjusted Warrants for deposit and clearing within its facilities in connection with the Listing and, even if DTC does initially accept the ReNew Global Class A Shares and the RMG II Adjusted Warrants, it will generally have discretion to cease to

 

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act as a depository and clearing agency for the ReNew Global Class A Shares or the RMG II Adjusted Warrants, including to the extent that any changes in English law (including changes to retained EU law following the U.K.’s withdrawal from the EU, which could affect the stamp duty or SDRT position as further discussed in the section entitled “Material Tax Considerations—Material U.K. Tax Considerations” of this F-4) change the stamp duty or SDRT position in relation to the ReNew Global Class A Shares or the RMG II Adjusted Warrants.

If DTC determine prior to the completion of the Business Combination that the ReNew Global Class A Shares and/or the RMG II Adjusted Warrants are not eligible for clearance within the DTC system, then ReNew Global would not expect to complete the Business Combination and the Listing contemplated by this F-4 in its current form. However, if DTC determined at any time after the completion of the Business Combination and the Listing that the ReNew Global Class A Shares or the RMG II Adjusted Warrants were not eligible for continued deposit and clearance within its facilities, then ReNew Global believes the ReNew Global Class A Shares and the RMG II Adjusted Warrants would not be eligible for continued listing on a U.S. securities exchange and trading in the shares would be disrupted. While ReNew Global would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the market price of its ReNew Global Class A Shares or the RMG II Adjusted Warrants.

Transfers of ReNew Global Class A Shares and/or RMG II Adjusted Warrants outside DTC may be subject to U.K. stamp duty or stamp duty reserve tax or SDRT, which would increase the cost of dealing in ReNew Global Class A Shares and/or RMG II Adjusted Warrants.

On completion of the Business Combination and the Listing, it is anticipated that the new ReNew Global Class A Shares and/or RMG II Adjusted Warrants will be issued to DTC, or a nominee for DTC, and corresponding book-entry interests credited in the facilities of DTC. You are strongly encouraged to hold your ReNew Global Class A Shares in book-entry form through the facilities of DTC. A non-statutory, pre-transaction clearance is being sought from HMRC to confirm, among other things, that no stamp duty or SDRT will be chargeable in respect of the issue of ReNew Global Class A Shares and RMG II Adjusted Warrants into the facilities of DTC. If DTC determines prior to the completion of the Business Combination that the ReNew Global Class A Shares and/or the RMG II Adjusted Warrants are not eligible for clearance within the DTC system, then ReNew Global would not expect to complete the Business Combination and the Listing contemplated by this F-4 in its current form.

A transfer of title in the ReNew Global Class A Shares or RMG II Adjusted Warrants from within the DTC system to a purchaser out of DTC and any subsequent transfers that occur entirely outside the DTC system, will generally result in a charge to U.K. stamp duty at a rate of 0.5% (rounded up to the nearest £5) or SDRT at a rate of 0.5% of any consideration, which is normally paid by the transferee of the ReNew Global Class A Shares or RMG II Adjusted Warrants. Any such duty must be paid (and the relevant transfer document, if any, stamped by HM Revenue & Customs, or HMRC) before the transfer can be registered in ReNew Global’s company books. However, if those ReNew Global Class A Shares or RMG II Adjusted Warrants are redeposited into DTC, the redeposit will generally attract stamp duty and/or SDRT at the rate of 1.5% to be paid by the transferor.

A change in ReNew Global’s tax residency could have a negative effect on its future profitability, and may trigger taxes on dividends or exit charges.

Under current U.K. legislation, a company that is incorporated in the U.K. is regarded as resident in the U.K. for taxation purposes unless it is treated as resident in another jurisdiction pursuant to any appropriate double tax treaty with the U.K. Other jurisdictions such as India may also seek to assert taxing jurisdiction over ReNew Global.

The Organization for Economic Co-operation and Development proposed a number of measures relating to the tax treatment of multinationals, some of which are implemented by amending double tax treaties through the multilateral convention to implement tax treaty related measures to prevent base erosion and profit shifting, or the “MLI.” The MLI has now entered into force for a number of countries, including the U.K. and India.

 

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Under the Double Tax Convention between the U.K. and India, as amended by the MLI, or the “DTAA,” the residence tie-breaker provides that a company will remain dual resident with no access to the benefits of the DTAA unless there is a determination otherwise by the tax authorities of the two contracting states.

ReNew Global intends to conduct its affairs such that it will be treated as solely resident in the U.K. for tax purposes. However, as certain members of the ReNew Global Board are likely to be tax residents or citizens of India, there is a risk that, even if ReNew Global is managed and controlled from the U.K., ReNew Global may be considered to be tax resident in, or have a permanent establishment in, India.

If ReNew Global were to be treated as resident in more than one jurisdiction or to have a permanent establishment in another jurisdiction, ReNew Global could be subject to taxation in multiple jurisdictions. If, ReNew Global were considered to be a tax resident of India, ReNew Global could become liable for Indian income tax on its worldwide income. Further, in such circumstance any dividend declared by ReNew Global to its shareholders would (subject to treaty relief) be subject to Indian income tax in the hands of the shareholders and consequent withholding of taxes by ReNew Global. If ReNew Global were found to be solely resident in India based on a mutual agreement between tax authorities, ReNew Global would be similarly liable for Indian taxes and withholding taxes. Alternatively, if ReNew Global were to be treated as having a permanent establishment in India but not be a tax resident in India, its income attributable to such permanent establishment would be taxed in India.

It is possible that in the future, whether as a result of a “change in law” or the practice of any relevant tax authority or as a result of any change in the conduct of ReNew Global’s affairs, ReNew Global could become, or be regarded as having become, resident in a jurisdiction other than the U.K. If ReNew Global ceases to be resident in the U.K. and becomes a resident in another jurisdiction, ReNew Global may be subject to U.K. exit charges, and could become liable for additional tax charges in the other jurisdiction (including corporate income tax charges).

ReNew Global may encounter difficulties in obtaining lower rates of Indian withholding income tax envisaged by the DTAA for dividends distributed from India.

Under the Indian Income Tax Act, 1961, any dividend distribution by an Indian company to a shareholder who is not tax resident in India is subject to withholding of tax at 20% (plus applicable surcharge and cess), which rate can be reduced for such non-resident shareholders who are eligible for a reduced rate under the applicable DTAA.

If ReNew Global satisfies certain conditions, it can benefit from the provisions of the DTAA between the UK and India, such as a reduced rate of 10% for Indian withholding tax from dividend distributions received from ReNew India. The conditions that ReNew Global must satisfy to benefit from the provisions of the DTAA include, but are not limited to, ReNew Global being the beneficial owner of any such distributed dividend income, ReNew Global not having a permanent establishment in India, ReNew Global having a valid tax residency certificate issued by the U.K. authorities, ReNew Global meeting the test of substance in the UK and the existence of a commercial rationale for setting up the ReNew Global in UK as required by the anti-abuse provisions under the DTAA and General Anti-Avoidance Rules, or “GAAR,” under Indian Income Tax Act, 1961.

Although ReNew Global will seek to claim protection under the DTAA on dividends distributed to it from ReNew India, there is a risk that the applicability of the reduced rate of 10% may be challenged by the Indian tax authorities. As a result, there can be no assurance that ReNew Global would be able to avail itself of the reduced withholding tax rate in practice and it may not get any credit for this withholding tax and thereby any additional withholding tax could reduce its after-tax profits.

 

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ReNew Global shareholders may be subject to Indian taxes on income arising through the sale of their ReNew Global shares

Under the Indian Income Tax Act, 1961, income arising directly or indirectly through the sale of a capital asset, including shares of a company incorporated outside of India, will be subject to tax in India, if such shares derive, directly or indirectly, their value substantially from assets located in India, whether or not the seller of such shares has a residence, place of business, business connection, or any other presence in India. Such shares shall be deemed to derive their value substantially from assets located in India if, on the specified date, the value of such assets (i) represents at least 50% of the value of all assets owned by the company or entity, and (ii) exceeds the amount of 100 million rupees.

If the Indian tax authorities determine that ReNew Global Class A Shares derive their value substantially from assets located in India, shareholders in ReNew Global may be subject to Indian income taxes on the income arising, directly or indirectly, through the sale by holders of ReNew Global Class A Shares. However, an exception is available under the Indian Income Tax Act, 1961 for shareholders who neither hold more than 5% of voting power of share capital in the company nor holds any right of management or control in the company, at any time in 12 months preceding the date of transfer. Similarly, the impact of the above indirect transfer provisions would need to be separately evaluated under the tax treaty scenario of the country of which the shareholder is a tax resident.

Additionally, under the provisions of GAAR in the Indian Income Tax Act, 1961, the Indian tax authorities may declare an arrangement as an impermissible avoidance arrangement if such arrangement (i) is not entered at arm’s length, (ii) results in misuse or abuse of provisions of Indian Income Tax Act, 1961, (iii) lacks commercial substance or (iv) the purpose of arrangement is obtaining a tax benefit. The tax consequences of the GAAR provisions, if applied to an arrangement or a transaction, could result in, but are not limited to, the denial of tax benefits under the Indian Income Tax Act, 1961 and/or under a DTAA.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express RMG II’s, ReNew Global’s and the ReNew India’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding RMG II’s, ReNew Global’s and ReNew India’s intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits and synergies of the Transactions, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which ReNew India operates as well as any information concerning possible or assumed future results of operations of the combined company after giving effect to the Transactions. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting RMG II, ReNew India and ReNew Global. Factors that may impact such forward-looking statements include:

 

   

the number of RMG II’s shareholders voting against the Business Combination proposals and/or seeking redemption;

 

   

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

 

   

the ability to maintain the listing of the ReNew Global Class A Shares on a national securities exchange following the Business Combination;

 

   

ReNew India’s management of its business strategy and plans;

 

   

changes adversely affecting the renewable energy industry;

 

   

the impact of COVID-19 or other adverse public health developments on ReNew India’s business;

 

   

the outcome of any legal proceedings that may be instituted against RMG II, ReNew India or ReNew Global following the announcement of the Business Combination and the Transactions contemplated thereby;

 

   

the risk that the Business Combination disrupts current plans and operations of ReNew India as a result of the announcement and consummation of the Transactions described herein;

 

   

changes in applicable laws or regulations;

 

   

general economic conditions; and

 

   

ReNew India’s estimates of its expenses, ongoing losses, future revenue, capital requirements and needs for or ability to obtain additional financing.

The forward-looking statements contained in this proxy statement/prospectus are based on RMG II’s, ReNew India’s and the ReNew Global’s current expectations and beliefs concerning future developments and their potential effects on the Transactions and ReNew Global. There can be no assurance that future developments affecting RMG II, ReNew Global and/or ReNew India will be those that RMG II, ReNew India or ReNew Global has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either RMG II’s, ReNew Global’s or the ReNew India’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described

 

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under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. RMG II, ReNew India and ReNew Global will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the Business Combination Proposal, the Merger Proposal, the Amended and Restated Memorandum and Articles of Association Proposal or the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect RMG II, ReNew Global and/or ReNew India.

 

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EXTRAORDINARY GENERAL MEETING OF RMG II SHAREHOLDERS

General

RMG II is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its board of directors for use at the extraordinary general meeting of RMG II to be held on August 16, 2021, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to its shareholders on or about                 , 2021 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides its shareholders with information they need to know to be able to vote or instruct their vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting, or the “RMG II General Meeting,” will be held on August 16, 2021, at 9:00 a.m., Eastern Time, live webcast at https://www.cstproxy.com/rmgii/2021, or at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, New York 10001-8602, or such other date, time and place to which such meeting may be adjourned or virtually postponed, to consider and vote upon the proposals. RMG II has determined that the meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate shareholder attendance and participation while safeguarding the health and safety of RMG II’s shareholders, directors and management team. Shareholders may attend the meeting online and vote at the meeting by visiting https://www.cstproxy.com/rmgii/2021 and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company.

Purpose of the RMG II General Meeting

At the RMG II General Meeting, RMG II is asking holders of ordinary shares of RMG II to:

 

   

consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination and the other transactions contemplated by the Business Combination Agreement and the terms thereto, or the “Business Combination Proposal”;

 

   

consider and vote upon a proposal to approve the Plan of Merger, or the “Merger Proposal”;

 

   

consider and vote upon a proposal to approve the amended and restated memorandum and articles of association of RMG II, or the “Memorandum and Articles of Association Proposal”; and

 

   

consider and vote upon a proposal to adjourn the RMG II General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated votes at the time of the RMG II General Meeting, there are not sufficient votes to authorize RMG II to consummate the Business Combination and each other matter to be considered at the RMG II General Meeting or if holders of the public shares of RMG II have elected to redeem an amount of public shares of RMG II such that the Minimum Cash Condition would not be satisfied, or the “Adjournment Proposal.”

Recommendation of RMG II Board of Directors

RMG II’s board of directors believes that the Business Combination Agreement Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of RMG II’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Memorandum and Articles of Association Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of RMG II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RMG II and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RMG II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal-Interests of RMG Sponsor II and RMG II’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

 

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Record Date; Who is Entitled to Vote

RMG II Shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on July 20, 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. RMG II Warrants do not have voting rights. As of the close of business on the record date, there were 43,125,000 ordinary shares issued and outstanding, of which 34,500,000 were issued and outstanding public shares.

RMG Sponsor II and each director of RMG II have agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby and waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them. The ordinary shares held by RMG Sponsor II will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, RMG Sponsor II (including RMG II’s independent directors) owns 20.0% of the issued and outstanding ordinary shares.

Quorum

A quorum of RMG II Shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting, 21,562,501 ordinary shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to RMG II but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. RMG II believes all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

Vote Required for Approval

The approval of the Business Combination Proposal and the Adjournment Proposal (if presented) will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The approval of the Merger Proposal and the Memorandum and Articles of Association Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Voting Your Shares

Each RMG II ordinary share that you own in your name entitles you to one vote. Your proxy card shows the number of ordinary shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

 

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There are two ways to vote your ordinary shares at the extraordinary general meeting:

 

   

You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by RMG II’s board “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Memorandum and Articles of Association Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

 

   

You can attend the extraordinary general meeting and vote in person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way RMG II can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are an RMG II Shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify RMG II’s Secretary in writing before the extraordinary general meeting that you have revoked your proxy; or

 

   

you may attend the extraordinary general meeting, revoke your proxy, and vote online, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Morrow Sodali, RMG II’s proxy solicitor, by calling (800) 658-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing RMGII.info@investor.morrowsodali.com.

Redemption Rights

Public shareholders may require that RMG II redeem their shares, regardless of whether they vote for or against the Business Combination Proposal. Any public shareholder holding ordinary shares as of the record date may demand that RMG II redeem such shares for a full pro rata portion of the Trust Account (which was approximately $10.00 per share as of the record date), calculated as of two business days prior to the consummation of the Business Combination in accordance with the RMG II Articles. If a holder properly seeks Redemption as described in this section and the Business Combination is consummated, RMG II will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Business Combination.

RMG II’s Sponsor, officers and directors will not have redemption rights with respect to any ordinary shares of RMG II owned by them, directly or indirectly.

RMG II public shareholders who seek to redeem their ordinary shares are required to vote either for or against the Business Combination Proposal in order to exercise their redemption rights. In addition to voting on the Business Combination Proposal, holders demanding Redemption are also required to demand that RMG II redeem their shares no later than 9:00 a.m. Eastern Time on August 14, 2021 (two (2) business days prior to the extraordinary general meeting) by (A) submitting their request in writing to Mark Zimkind of Continental Stock

 

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Transfer & Trust Company, RMG II’s transfer agent, at the addresses listed in this proxy statement/prospectus and (B) delivering their shares, either physically or electronically using The Depository Trust Company’s DWAC System. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker and it would be up to the broker whether or not to pass this cost on to the converting shareholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request to convert such shares, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a public shareholder of an RMG II’s ordinary shares delivered its certificate in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the Transfer Agent return the certificate (physically or electronically). A public shareholder of RMG II ordinary shares who has submitted a Redemption request may make a return request by contacting the Transfer Agent at the phone number or address listed in this proxy statement/prospectus.

If the Business Combination is not approved or completed for any reason, then RMG II’s public shareholders who elected to exercise their redemption rights will not be entitled to convert their shares into a full pro rata portion of the Trust Account, as applicable. RMG II will thereafter promptly return any shares delivered by public shareholders. In such case, public shareholders may only share in the assets of the Trust Account upon the liquidation of RMG II. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors. If RMG II would be left with less than $5,000,001 of net tangible assets as a result of the holders of Public Shares properly demanding Redemption of their shares, or if the Minimum Cash Condition is not satisfied RMG II will not be able to consummate the Business Combination.

The closing price of an RMG II Class A ordinary share on the record date was $9.89. The cash held in the Trust Account on such date was approximately $345,011,212.31 (approximately $10.00 per Public Share). Prior to exercising redemption rights, shareholders should verify the market price of RMG II Class A ordinary shares as they may receive higher proceeds from the sale of their RMG II Class A ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. RMG II cannot assure its shareholders that they will be able to sell their RMG II Class A ordinary shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If an RMG II public shareholder exercises its redemption rights, then it will be exchanging its RMG II Class A ordinary shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand Redemption and deliver your share certificate (either physically or electronically) to the Transfer Agent no later than 9:00 a.m. Eastern Time on August 14, 2021 (two (2) business days prior to the extraordinary general meeting), and the Business Combination is consummated.

If an RMG II public shareholder exercises its redemption rights, it will not result in the loss of any RMG II Warrants that it may hold and, upon consummation of the Business Combination, each RMG II Warrant will become exercisable to purchase 1.0917589 ReNew Global Class A Shares in lieu of one RMG II Class A ordinary share for a purchase price of $11.50 per share.

Statutory Appraisal Rights under the Companies Act of the Cayman Islands

Holders of RMG II Units and RMG II Warrants do not have appraisal rights in respect to their RMG II Units and RMG II Warrants in connection with the Business Combination under the Companies Act.

 

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Holders of RMG II Ordinary Shares who comply with the applicable requirements of Section 238 of the Companies Act may have the right, under certain circumstances, to object to the Merger and exercise statutory appraisal, or “dissenter,” rights, including rights to seek payment of the fair value of their RMG II Ordinary Shares. These statutory appraisal rights are separate to the right of public shareholders to elect to have their shares redeemed for cash at the applicable Redemption Price in accordance with the RMG II Articles. It is possible that, if RMG II Shareholders exercise their statutory dissenter rights, the fair value of the RMG II Ordinary Shares determined under Section 238 of the Companies Act could be more than, the same as, or less than shareholders would obtain if they exercise their redemption rights as described herein. However, it is RMG II’s view that such fair market value would equal the amount which RMG II Shareholders would obtain if they exercise their redemption rights as described herein. Shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise their statutory dissenter rights under the Companies Act.

Shareholders who do wish to exercise dissenter rights, if applicable, will be required to deliver notice to RMG II prior to the extraordinary general meeting and follow the process prescribed in Section 238 of the Companies Act. This is a separate process with different deadline requirements to the process which shareholders must follow if they wish to exercise their redemption rights in accordance with the RMG II Articles.

After the Merger, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Companies Act or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Companies Act shall cease and such RMG II Ordinary Shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s RMG II Ordinary Shares shall thereupon be deemed to have been converted as of the Merger into the right to receive one ReNew Global A Share.

In the event that any holder of RMG II Ordinary Shares delivers notice of their intention to exercise Dissent Rights, if any, RMG II shall have the right and may at its sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Companies Act. In such circumstances where the exception under Section 239 of the Companies Act is invoked, no Dissent Rights shall be available to RMG II Shareholders, including those RMG II Shareholders who have delivered a written objection to the Merger prior to the extraordinary general meeting and followed the process prescribed in Section 238 of the Companies Act, and each such holder’s RMG II Ordinary Shares shall thereupon be deemed to have been converted as of the Merger into the right to receive one ReNew Global Class A Share. Accordingly, RMG II Shareholders are not expected to ultimately have any appraisal or dissent rights in respect of their RMG II Ordinary Shares in connection with the Merger or Business Combination.

Proxy Solicitation Costs

RMG II is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. RMG II and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. RMG II will bear the cost of the solicitation.

RMG II has hired Morrow Sodali to assist in the proxy solicitation process. RMG II will pay that firm a fee of $35,000 plus disbursements. Such fee will be paid with non-trust account funds.

RMG II will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. RMG II will reimburse them for their reasonable expenses.

 

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RMG II’s Initial Shareholders

As of the date of this proxy statement/prospectus, RMG Sponsor II and RMG II’s officers and directors held of record and were entitled to vote an aggregate of 8,625,000 RMG II Ordinary Shares. The RMG II Ordinary Shares held by RMG Sponsor II and RMG II’s officers and directors currently constitute approximately 20% of the outstanding Ordinary Shares. RMG Sponsor II and RMG II’s officers and directors have agreed to vote any RMG II Ordinary Shares held by them as of the record date in favor of the Business Combination. As a result, if all outstanding RMG II Ordinary Shares are voted, in addition to the RMG II Ordinary Shares held by RMG Sponsor II and RMG II’s officers and directors, RMG II needs 12,937,501, or approximately 37.5% of the 34,500,000 outstanding public shares, to be voted in favor of the Business Combination Proposal and the Adjournment Proposal (assuming all outstanding RMG II Ordinary Shares are voted) in order to have them approved. Additionally, RMG II needs 20,125,001, or approximately 58.3% of the 34,500,000 outstanding public shares, to be voted in favor of the Merger Proposal and the Memorandum and Articles of Association Proposal (assuming all outstanding RMG II Ordinary Shares are voted) in order to have them approved. In order for a quorum to be present at the RMG II General Meeting, the holders of a majority of RMG II Ordinary Shares, being 21,562,501 RMG II Ordinary Shares, must be present in person or by proxy. If the minimum number of outstanding RMG II Ordinary Shares required to create a quorum are present and voted, in addition to the RMG II Ordinary Shares held by RMG Sponsor II and RMG II’s officers and directors, RMG II needs 2,156,251, or approximately 16.7% of the 12,937,500 public shares required to meet the minimum quorum requirement, to be voted in favor of the Business Combination Proposal and the Adjournment Proposal (assuming all outstanding RMG II Ordinary Shares are voted) in order to have them approved, and RMG II needs 5,750,001, or approximately 44.4% of the 12,937,500 public shares required to meet the quorum requirement, to be voted in favor of the Merger Proposal and the Memorandum and Articles of Association Proposal (assuming all outstanding RMG II Ordinary Shares are voted) in order to have them approved.

RMG Sponsor II and RMG II’s officers and directors have agreed to (i) waive their redemption rights with respect to their RMG II Ordinary Shares in connection with the completion of RMG II’s initial business combination, (ii) waive their redemption rights with respect to their RMG II Ordinary Shares in connection with a shareholder vote to approve an amendment to the RMG II Articles to modify the substance or timing of RMG II’s obligation to provide for the redemption of the public shares in connection with an initial business combination or to redeem 100% of the public shares if RMG II has not consummated an initial business combination by December 14, 2022 and (iii) waive their rights to liquidating distributions from the trust account with respect to their RMG II Class B ordinary shares if RMG II fails to complete its initial business combination by December 14, 2022, although they will be entitled to liquidating distributions from the trust account with respect to any RMG II Class A ordinary shares sold in the IPO they hold if RMG II fails to complete its initial business combination within the prescribed time frame. If RMG II does not complete its initial business combination within such applicable time period, the private placement warrants will expire worthless.

In connection with the Business Combination, each RMG II Class A ordinary share and each RMG II Class B ordinary share will be converted into one ReNew Global Class A Share, and such shares will not be transferable, assignable or salable (except to RMG II’s officers and directors and other persons or entities affiliated with RMG Sponsor II, each of whom will be subject to the same transfer restrictions) until the earlier of (i) one year after the completion of the Business Combination or earlier if, subsequent to the Business Combination, the closing price of the Holdco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (ii) the date on which ReNew Global completes a liquidation, merger, share exchange or other similar transaction that results in all of ReNew Global’s shareholders having the right to exchange their shares for cash, securities or other property. The private placement warrants are not transferable, assignable or salable until 30 days after the Business Combination, subject to certain exceptions.

At any time prior to the meeting, during a period when they are not then aware of any material non-public information regarding RMG II or its securities, RMG Sponsor II and RMG II’s officers and directors and/or their

 

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respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire RMG II Ordinary Shares or vote their RMG II Ordinary Shares in favor of the Business Combination Proposal. The purpose of such purchases and other transactions would be to increase the likelihood that the Business Combination Proposal is approved. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their RMG II Class A ordinary shares, including the granting of put options and, with the Company’s consent, the transfer to such investors or holders of RMG II Class A ordinary shares or warrants owned by RMG Sponsor II and RMG II’s officers and directors for nominal value.

Entering into any such arrangements may have a depressive effect on the RMG II Class A ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase RMG II Class A ordinary shares at a price lower than market and may therefore be more likely to sell the RMG II Class A ordinary shares he owns, either prior to or immediately after the meeting.

If such transactions are effected, the consequence could be to cause the Business Combination Proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of RMG II Class A ordinary shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals to be presented at the meeting and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into by RMG Sponsor II and RMG II’s officers and directors or any of their respective affiliates. RMG II will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

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THE BUSINESS COMBINATION PROPOSAL

General

Holders of RMG II Shares are being asked to adopt the Business Combination Agreement, approve the terms thereto and approve the Transactions contemplated thereby, including the Merger and the Exchange. The shareholders of RMG II should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “—The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Subject to the approval of the Merger Proposal and the Memorandum and Articles of Association Proposal, RMG II may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the RMG II General Meeting.

The Business Combination Agreement

The subsections that follow this subsection describe the material provisions of the Business Combination Agreement, but do not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A hereto. The shareholders of RMG II and other interested parties are urged to read the Business Combination Agreement carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates, which may be updated prior to Closing. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the disclosure schedules referred to therein which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. RMG II, ReNew India, the Major Shareholders and ReNew Global do not believe that the disclosure schedules contain information that is material to an investment decision. Moreover, certain representations and warranties in the Business Combination Agreement may, may not have been or may not be, as applicable, accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about ReNew Global, RMG II, ReNew India, the Major Shareholders or any other matter.

Capitalized terms in this section not otherwise defined in this proxy statement/prospectus shall have the meanings ascribed to them in the Business Combination Agreement.

General Description of the Transactions

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the parties to the Business Combination Agreement have agreed that, in connection with the Closing, the parties will undertake a series of transactions pursuant to which (i) Merger Sub will merge with and into RMG II, with RMG II surviving and (ii) immediately after, the Major Shareholders will transfer, and ReNew Global will

 

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acquire, ReNew India Ordinary Shares in exchange for the issuance of ReNew Global Shares and/or the payment of the ReNew Global Cash Consideration to the Major Shareholders. The merger described in (i) is referred to as the “Merger” and the share exchange in (ii) is referred to as the “Exchange.” The Merger, the Exchange and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

The Merger

As a result of the Merger, at the Merger Effective Time (i) all the assets and liabilities of RMG II and Merger Sub shall vest in and become the assets and liabilities of RMG II as the surviving company, and RMG II shall thereafter exist as a wholly-owned subsidiary of ReNew Global, (ii) each share of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and shall cease to exist, (iii) the board of directors and executive officers of Merger Sub shall resign, and the board of directors and executive officers of RMG II shall be as determined among RMG II, ReNew India and ReNew Global, (iv) RMG II’s memorandum and articles of association shall be amended and restated to read in their entirety in the form attached to this proxy statement/prospectus as Annex B and (v) each issued and outstanding RMG II Security immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of certain ReNew Global Shares as set out in the section titled “—The Exchange” below.

Subject to the terms and conditions of the Business Combination Agreement, in consideration for the Merger:

 

   

each RMG II Unit issued and outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one RMG II Class A Share and one-third of an RMG II Warrant;

 

   

immediately following the separation of each RMG II Unit, each (a) RMG II Class A Share issued and outstanding immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance by ReNew Global of one ReNew Global Class A Share, and (b) RMG II Class B Share issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one RMG II Class A Share pursuant to RMG II’s organizational documents and cancelled in exchange for the issuance of one ReNew Global Class A Share and, in each case, the allotment by ReNew Global of ReNew Global Class A Shares and ReNew Global Class C Shares to holders of ReNew India Ordinary Shares;

 

   

immediately following the cancellation of the RMG II Class A Shares and the RMG II Class B Shares, RMG II shall issue 43,125,000 RMG II Class A Shares to ReNew Global in consideration for the ReNew Global Class A Shares issued by ReNew Global; and

 

   

each RMG II Warrant shall remain outstanding, but shall be automatically adjusted to become an RMG II Adjusted Warrant, which shall be subject to the terms and conditions set forth in the Amended and Restated Warrant Agreement to be executed in connection with the Business Combination (including any repurchase rights and cashless exercise provisions), which shall provide that each RMG II Adjusted Warrant will be exercisable (or will become exercisable in accordance with its terms) for 1.0917589 ReNew Global Class A Shares.

RMG II Upstream

Immediately following the Merger Effective Time but before the Closing Date, RMG II shall extend a loan to ReNew Global in an aggregate principal amount equal to the value of substantially all of RMG II’s assets on such terms to be agreed between ReNew Global and RMG II, with the prior written consent of ReNew India.

The Exchange

Following the Merger, subject to the terms and conditions set forth in the Business Combination Agreement, including ReNew Global having obtained a report in relation to the issuance of any ReNew Global Shares

 

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pursuant to the Exchange as required to comply with section 593 of the U.K. Companies Act, each Major Shareholder shall trans