This DEED OF NOVATION AND ADHERENCE is made on March 10, 2022 (the “Deed”). BETWEEN: (together, the “Parties” and each a “Party”) WHEREAS: IT IS AGREED:
Exhibit 99.1
EXECUTION VERSION
This DEED OF NOVATION AND ADHERENCE is made on March 10, 2022 (the “Deed”).
BETWEEN:
| (1) | MKC INVESTMENTS, LLC, a Delaware incorporated limited liability company having its registered office at 57 Ocean, Suite 403, 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx 00000 (“MKC”); |
| (2) | RENEW ENERGY GLOBAL PLC, a public limited company incorporated in England and Wales with registered number 13220321 having its registered office at X/X Xxxxxx (Xx) Xxx, 0xx Xxxxx, 00-00 St. James’s Square, London, England, SW1Y 4LB (the “Company”); and |
| (3) | the persons named in the Schedule as certain existing shareholders of the Company (each a “Continuing Shareholder” and together the “Continuing Shareholders”), |
(together, the “Parties” and each a “Party”)
WHEREAS:
| (A) | RMG, a Delaware incorporated limited liability company having its registered office at 57 Ocean, Suite 403, 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx 00000 (“RMG”), and the Continuing Shareholders entered into a shareholders agreement dated 23 August 2021 (the “Shareholders Agreement”) in connection with the shares in Renew Energy Global plc, a public limited company incorporated in England and Wales with registered number 13220321 (the “Company”). |
| (B) | RMG has transferred 6,326,962 of its Class A Shares (the “Transferred Shares”) to MKC (the “RMG Transfer”). |
| (C) | Pursuant to clause 5.5 of the Shareholders Agreement, RMG has assigned its rights and novated its obligations under the Shareholders Agreement to MKC, being an Affiliate to which it Transferred its Shares upon prior written notice to the Company, and such assignment and novation is subject to MKC adhering to the terms of the Shareholders Agreement. It is intended that MKC adheres to the Shareholders Agreement, on and subject to the terms and conditions of this Deed. |
IT IS AGREED:
| 1. | DEFINITIONS |
| 1.1 | Unless the context requires otherwise, capitalised times used herein shall have the meanings given to them in the Shareholders Agreement, and the following definitions shall apply: |
“Effective Date” means the date on which the RMG Transfer is registered in the register of members of the Company.
| 2. | ADHERENCE TO SHAREHOLDERS AGREEMENT |
| 2.1 | MKC confirms that it has been supplied with a copy of the Shareholders Agreement, and each of the Parties acknowledges that they have received prior written notice of the RMG Transfer. |
| 2.2 | With effect on and from the Effective Date: |
| (a) | MKC undertakes that it shall be bound by, observe and perform all obligations and assume all liabilities under the Shareholders Agreement as if it were the original party in place of RMG and that references to RMG in the Shareholders Agreement were references to MKC; and |
| (b) | each of the Company and each Continuing Shareholder undertakes that it shall be bound by, observe and perform the Shareholders Agreement as if MKC were the original party in place of RMG and that references to RMG in the Shareholders Agreement were references to MKC; and |
| (c) | the Company and the Continuing Shareholders release RMG from all obligations under the Shareholders Agreement arising on or after the Effective Date, provided that for the avoidance of doubt, such release shall not affect any Party’s accrued rights and remedies as at the Effective Date. |
| 3. | GENERAL |
| 3.1 | This Deed shall be governed exclusively by and construed exclusively in accordance with English law |
| 3.2 | The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum. |
| 3.3 | For the purposes of this clause 3, “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Deed, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Deed or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Deed. |
| 3.4 | This Deed and any amendment hereto may be signed in any number of separate counterparts, and may be delivered by means of electronic transmission in portable document format, each of which shall be deemed an original, but all of which taken together shall constitute one Deed (or amendment, as applicable). |
SCHEDULE
Continuing Shareholders
COGNISA INVESTMENT, a partnership firm, having its office at 1st Floor, Xxxxxx Xxxxx, Xxxxxxxxxx Xxxxx Xxxx, Xxxxxxxxx (Xxxx), Xxxxxx, Xxxxx – 400 054, being represented by Xx. Xxxxxx Xxxxx;
XX. XXXXXX XXXXX, passport number Z4966428 and presently residing at 0000 X, Xxxxxxx, XXX Xxxx Xxxxxx Xxxx, Xxxxxxx – 122009
XXXXXXXX ADVISORY PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013 and having its registered office at 1017 X, Xxxxxxx, XXX Xxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxx – 122009
GS WYVERN HOLDINGS LIMITED, a company organized under the laws of Mauritius,having its principal office at c/o Intercontinental Trust Ltd., Xxxxx 0, Xxxxxxxxx Xxxxx, 00 Xxxxxxxxx, Xxxxx, Xxxxxxxxx
XXXXXX PENSION PLAN INVESTMENT BOARD, a Canadian crown corporation organised and validly existing under the Canada Xxxxxxx Xxxx Xxxxxxxxxx Xxxxx Xxx, 0000, c.40
PLATINUM HAWK C 2019 RSC LIMITED, having its registered office at Xxxxx 00, Xx Xxxxxx Xxxxx, Xxx Xxxxx Global Market, Al Maryah Island, Abu Dhabi, United Arab Emirates, in its capacity as trustee of Platinum Cactus A 2019 Trust, a trust established under the laws of Abu Dhabi Global Market by deed of settlement dated 28 March 2019 between the Abu Dhabi Investment Authority and Platinum Hawk C 2019 RSC Limited
JERA POWER RN B.V., a company organized under the laws of the Netherlands having its registered office at Xx xxxxxx 000, 0000XX Xxxxxxxxx
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
Signed as a deed by MKC INVESTMENTS, LLC:
| /s/ Xxx Xxxxxx | ||||||||
| Name: Xxx Xxxxxx Authorized signatory | ||||||||
| /s/ Xxxx Xxxxxx | ||||||||
| Name: Xxxx Xxxxxx Authorized signatory | ||||||||
[Signature Page –Deed of Novation and Adherence]
Signed as a deed by RENEW GLOBAL ENERGY PLC:
| /s/ Xxxxxx Xxxxx | ||||||||
| Name: Xxxxxx Xxxxx Authorized signatory | ||||||||
| /s/ Xxxxxx Xxxx | ||||||||
| Name: Xxxxxx Xxxx witness | ||||||||
[Signature Page –Deed of Novation and Adherence]
Signed as a deed by COGNISA INVESTMENT:
| /s/ Xxxxxx Xxxxx | ||||||||
| Name: Xxxxxx Xxxxx Authorized signatory | ||||||||
| /s/ Xxxxxx Xxxx | ||||||||
| Name: Xxxxxx Xxxx witness | ||||||||
[Signature Page –Deed of Novation and Adherence]
Signed as a deed by XX. XXXXXX XXXXX:
| /s/ Xxxxxx Xxxxx | ||||||||
|
| ||||||||
| /s/ Xxxxxx Xxxx | ||||||||
| Name: Xxxxxx Xxxx Witness
Address of witness: ReNew.Hub, Commercial Block-1, Zone 6, Golf Course Road, DLF City Phase-V, Gurugram, 122009, Haryana
Occupation of witness: Service | ||||||||
[Signature Page –Deed of Novation and Adherence]
Signed as a deed by XXXXXXXX ADVISORY PRIVATE LIMITED:
| /s/ Xxxxxx Xxxxx | ||||||||
| Name: Xxxxxx Xxxxx Authorized signatory | ||||||||
| /s/ Xxxxxx Xxxx | ||||||||
| Name: Xxxxxx Xxxx Witness | ||||||||
[Signature Page –Deed of Novation and Adherence]
Signed as a deed by GS WYVERN HOLDINGS LIMITED:
| /s/ York Xxxx Xxx Xxxx Xxx | ||||||||
| Name: York Xxxx Xxx Xxxx Xxx Authorized signatory | ||||||||
| /s/ Teddy Lo Seen Chong | ||||||||
| Name: Teddy Lo Seen Chong Authorized signatory | ||||||||
[Signature Page –Deed of Novation and Adherence]
Signed as a deed by CANADA PENSION PLAN INVESTMENT BOARD:
| /s/ Xxxx Xxxxxxx | ||||||||
| Name: Xxxx Xxxxxxx Authorized signatory | ||||||||
[Signature Page –Deed of Novation and Adherence]
Signed as a deed by PLATINUM HAWK C 2019 RSC LIMITED:
| /s/ Sultan Aimheiri | ||||||||
| Name: Sultan Aimheiri Authorized signatory | ||||||||
| /s/ Xxxxxxx Xxxxxxxx | ||||||||
| Name: Xxxxxxx Xxxxxxxx Authorized signatory | ||||||||
[Signature Page –Deed of Novation and Adherence]
Signed as a deed by JERA POWER RN B.V.:
| /s/ Xxxxxx Xxxxxx | ||||||||
| Name: Xxxxxx Xxxxxx Authorized signatory | ||||||||
| /s/ TMF Netherlands B.V. | ||||||||
| Name: TMF Netherlands B.V. Authorized signatory | ||||||||
[Signature Page –Deed of Novation and Adherence]
1672548-LONSR01A - MSW
