ReNew Power Announces Filing of a Public Proxy Statement/Prospectus on Form F-4 in Connection With Its Proposed Business Combination with RMG Acquisition Corp. II

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GURGAON, India — ReNew Energy (“ReNew” or “the Firm”), India’s main renewable vitality firm, and RMG Acquisition Company II (“RMG”) (NASDAQ: RMGB), a publicly-traded particular goal acquisition firm sponsored by Riverside Administration Group, in the present day introduced the submitting of a public proxy assertion/prospectus on Kind F-4 by ReNew Vitality International plc with the U.S. Securities and Change Fee (“SEC”) in reference to their not too long ago introduced proposed enterprise mixture. Whereas the proxy assertion/prospectus has not but change into efficient and the knowledge contained therein is topic to vary, it offers essential details about ReNew’s enterprise and operations, proposed enterprise mixture with RMG and the proposals to be thought of by the RMG shareholders. The present submitting will be accessed right here: https://www.sec.gov/Archives/edgar/data/0001848763/000119312521164239/d102215df4.htm

Completion of the enterprise mixture, which is predicted to shut early within the third quarter of 2021, is topic to approval by RMG shareholders and different customary closing circumstances, together with the proxy assertion/prospectus being declared efficient by the SEC. The mixed firm will probably be led by Sumant Sinha, Founder, Chairman and Chief Govt Officer of ReNew.

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ReNew is predicted to obtain roughly $610 million in web proceeds, enabling the corporate to totally fund its deliberate growth via 2025. After the enterprise mixture is effected, current ReNew shareholders will maintain roughly 70% of the mixed firm. The transaction features a absolutely dedicated, upsized $855 million PIPE from traders that embrace BlackRock, BNP Paribas Vitality Transition Fund, Mr. Chamath Palihapitiya, Sylebra Capital, TT Worldwide Asset Administration Ltd, TT Environmental Options Fund and Zimmer Companions, in addition to $345 million of gross money held in belief by RMG.

Further details about the transaction will be considered right here: https://renewpower.in/investor-relations/

About ReNew Energy

ReNew Energy is India’s main renewable vitality unbiased energy producer by capability and is the thirteenth largest world renewable IPP by operational capability. ReNew develops, builds, owns, and operates utility-scale wind vitality tasks, utility-scale photo voltaic vitality tasks, utility-scale agency energy tasks and distributed photo voltaic vitality tasks. As of March 31, 2021, ReNew Energy had a complete capability of near 10 GW of wind and photo voltaic vitality tasks throughout India, together with commissioned and dedicated tasks. ReNew has a robust monitor document of natural and inorganic development. ReNew’s present group of stockholders include a number of marquee traders together with Goldman Sachs, CPP Investments, Abu Dhabi Funding Authority, GEF SACEF and JERA.

About RMG Acquisition Company II

RMG Acquisition Company II (NASDAQ: RMGB) is a clean test firm shaped for the aim of effecting a merger, amalgamation, share trade, asset acquisition, share buy, reorganization or different comparable enterprise mixture with a number of companies. RMG II raised $345 million in its December 14, 2020 IPO, which was upsized attributable to sturdy demand and included the underwriters’ full over-allotment choice. RMG II is sponsored and led by the administration group of Jim Carpenter, Bob Mancini, and Phil Kassin, who collectively have over 100 years of mixed principal funding, operational, transactional, and CEO and public firm board degree management expertise. RMG II intends to capitalize on the power of its administration group to determine, purchase and function companies throughout a broad vary of sectors that will present alternatives for engaging long-term risk-adjusted returns. www.rmgacquisition.com/

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Essential Data In regards to the Enterprise Mixture and The place to Discover It

In reference to the proposed enterprise mixture, ReNew International and RMG II filed a preliminary proxy assertion/prospectus with the Securities and Change Fee (“SEC”) on Could 17, 2021 and intend to file a definitive proxy assertion/prospectus in addition to any amendments required. The preliminary and definitive proxy statements/prospectuses and different related paperwork will probably be despatched or given to the shareholders of RMG II as of the document date established for voting on the proposed enterprise mixture and can include essential details about the proposed enterprise mixture and associated issues. Shareholders of RMG II and different individuals are suggested to learn, when out there, the preliminary proxy assertion/prospectus and any amendments thereto and, as soon as out there, the definitive proxy assertion/prospectus, in reference to RMG II’s solicitation of proxies for the assembly of shareholders to be held to approve, amongst different issues, the proposed enterprise mixture as a result of the proxy assertion/prospectus will include essential details about RMG II, ReNew and the proposed enterprise mixture. When out there, the definitive proxy assertion/prospectus will probably be mailed to RMG II’s shareholders as of a document date to be established for voting on the proposed enterprise mixture. Shareholders may also be capable to get hold of copies of the proxy assertion/prospectus, with out cost, as soon as out there, on the SEC’s web site at www.sec.gov/ or by directing a request to: RMG Acquisition Company II, 50 West Road, Suite 40C, New York, NY 10006, Consideration: Secretary, phone: (212) 785-2579. The knowledge contained on, or that could be accessed via, the web sites referenced on this press launch isn’t included by reference into, and isn’t part of, this press launch.

Members within the Solicitation

RMG II, ReNew International, ReNew and their respective administrators and govt officers could also be deemed contributors within the solicitation of proxies from RMG II’s shareholders in reference to the enterprise mixture. RMG II’s shareholders and different individuals might get hold of, with out cost, extra detailed data relating to the administrators and officers of RMG II in RMG II’s modification no. 2 to its Annual Report on Kind 10-Okay/A filed with the SEC on Could 11, 2021 in reference to RMG II’s preliminary public providing. Data relating to the individuals who might, below SEC guidelines, be deemed contributors within the solicitation of proxies to RMG II’s shareholders in reference to the proposed enterprise mixture will probably be set forth within the proxy assertion/prospectus for the proposed enterprise mixture when out there. Further data relating to the pursuits of contributors within the solicitation of proxies in reference to the proposed enterprise mixture will probably be included within the proxy assertion/prospectus that ReNew International and RMG II filed with the SEC, and any amendments thereto.

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Ahead-Wanting Statements

This press launch consists of sure statements that aren’t historic info however are forward-looking statements for functions of the protected harbor provisions below the US Personal Securities Litigation Reform Act of 1995. Ahead-looking statements usually are accompanied by phrases resembling “imagine,” “might,” “will,” “estimate,” “proceed,” “anticipate,” “intend,” “count on,” “ought to,” “would,” “plan,” “predict,” “potential,” “appear,” “search,” “future,” “outlook,” and comparable expressions that predict or point out future occasions or traits or that aren’t statements of historic issues. All statements, apart from statements of current or historic truth included on this press launch, relating to RMG II’s proposed enterprise mixture with ReNew, RMG II’s capability to consummate the transaction, the advantages of the transaction and the mixed firm’s future monetary efficiency, in addition to the mixed firm’s technique, future operations, estimated monetary place, estimated revenues and losses, projected prices, prospects, plans and goals of administration are forward-looking statements. These statements are primarily based on varied assumptions, whether or not or not recognized on this press launch, and on the present expectations of the respective administration of RMG II and ReNew and usually are not predictions of precise efficiency. These forward-looking statements are supplied for illustrative functions solely and usually are not supposed to function, and should not be relied on as, a assure, an assurance, a prediction or a definitive assertion of truth or chance. Precise occasions and circumstances are tough or unattainable to foretell and can differ from assumptions. Many precise occasions and circumstances are past the management of RMG II or ReNew. Potential dangers and uncertainties that would trigger the precise outcomes to vary materially from these expressed or implied by forward-looking statements embrace, however usually are not restricted to, adjustments in home and overseas enterprise, market, monetary, political and authorized circumstances; the shortcoming of the events to efficiently or well timed consummate the enterprise mixture, together with the chance that any regulatory approvals usually are not obtained, are delayed or are topic to unanticipated circumstances that would adversely have an effect on the mixed firm or the anticipated advantages of the enterprise mixture or that the approval of the shareholders of RMG II or ReNew isn’t obtained; failure to appreciate the anticipated advantages of enterprise mixture; threat referring to the uncertainty of the projected monetary data with respect to ReNew; the quantity of redemption requests made by RMG II’s shareholders; the general degree of client demand for ReNew’s merchandise; common financial circumstances and different components affecting client confidence, preferences, and habits; disruption and volatility within the world forex, capital, and credit score markets; the monetary power of ReNew’s clients; ReNew’s capability to implement its enterprise technique; adjustments in governmental regulation, ReNew’s publicity to litigation claims and different loss contingencies; disruptions and different impacts to ReNew’s enterprise, on account of the COVID-19 pandemic and authorities actions and restrictive measures carried out in response; stability of ReNew’s suppliers, in addition to client demand for its merchandise, in gentle of illness epidemics and health-related considerations such because the COVID-19 pandemic; the affect that world local weather change traits might have on ReNew and its suppliers and clients; ReNew’s capability to guard patents, emblems and different mental property rights; any breaches of, or interruptions in, RMG II’s data methods; fluctuations within the worth, availability and high quality of electrical energy and different uncooked supplies and contracted merchandise in addition to overseas forex fluctuations; adjustments in tax legal guidelines and liabilities, tariffs, authorized, regulatory, political and financial dangers. Extra data on potential components that would have an effect on RMG II’s or ReNew’s monetary outcomes is included occasionally in RMG II’s public studies filed with the SEC, together with its Annual Report on Kind 10-Okay, Quarterly Reviews on Kind 10-Q, and Present Reviews on Kind 8-Okay in addition to the preliminary and the definitive proxy statements/prospectuses that RMG II information with the SEC in reference to RMG II’s solicitation of proxies for the assembly of shareholders to be held to approve, amongst different issues, the proposed enterprise mixture. If any of those dangers materialize or RMG II’s or ReNew’s assumptions show incorrect, precise outcomes may differ materially from the outcomes implied by these forward-looking statements. There could also be further dangers that neither RMG II nor ReNew presently know, or that RMG II and ReNew at present imagine are immaterial, that would additionally trigger precise outcomes to vary from these contained within the forward-looking statements. As well as, forward-looking statements replicate RMG II’s and ReNew’s expectations, plans or forecasts of future occasions and views as of the date of this press launch. RMG II and ReNew anticipate that subsequent occasions and developments will trigger their assessments to vary. Nevertheless, whereas RMG II and ReNew might elect to replace these forward-looking statements sooner or later sooner or later, RMG II and ReNew particularly disclaim any obligation to take action, besides as required by legislation. These forward-looking statements shouldn’t be relied upon as representing RMG II’s or ReNew’s assessments as of any date subsequent to the date of this press launch. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements.

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No Supply or Solicitation

This press launch is for informational functions solely and shall not represent a suggestion to promote or the solicitation of a suggestion to purchase any securities pursuant to the proposed transactions or in any other case, nor shall there be any sale of securities in any jurisdiction by which the supply, solicitation or sale could be illegal previous to the registration or qualification below the securities legal guidelines of any such jurisdiction. No supply of securities shall be made besides by way of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended.

This press launch shouldn’t be thought of as an commercial, invitation, supply, sale or solicitation of a suggestion to subscribe for or buy any securities, whether or not by means of non-public placement or to the general public in India nor shall it or any a part of it type the idea of or be relied on in reference to any contract, dedication or any funding resolution in relation thereto in India.

Securities is not going to be supplied or offered, and haven’t been supplied or offered, in India by way of any providing doc or different doc or materials referring to the securities, straight or not directly, to any individual or to the general public in India. This communication or any providing memorandum or prospectus (or equal disclosure doc) produced in reference to the providing of securities isn’t a suggestion doc or an providing round or a “non-public placement supply cum software letter” or a “prospectus” below the Firms Act, 2013, as amended, the Securities and Change Board of India (Concern of Capital and Disclosure Necessities) Rules, 2018, as amended or some other relevant legislation in India. This announcement has not been and won’t be registered as a “prospectus” or an announcement in lieu of prospectus in respect of a public supply, data memorandum or “non-public placement supply cum software letter” or some other providing materials with any Registrar of Firms in India or the Securities and Change Board of India or some other statutory or regulatory physique of like nature in India, save and aside from any data referring to the securities which is mandatorily required to be disclosed or filed in India below any relevant legal guidelines, and no such doc will probably be circulated or distributed to any individual in India.

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Contacts

Press Enquiries
Arijit Banerjee
arijit.banerjee@renewpower.in
+91 9811609245

Madhur Kalra
Madhur.kalra@renewpower.in
+91 9999016790

Investor Enquiries
Caldwell Bailey
ICR Inc.
IR@renewpower.in