Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-d2(a)
(Amendment No. 7)*
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Azure Power Global Limited
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(Name of Issuer)
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Equity Shares
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(Title of Class of Securities)
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V0393H103
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(CINS Number)
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Soulef Hadjoudj
Caisse de dépôt et placement du Québec 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 (514) 847-5998 |
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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February 28, 2020
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CINS NO. V0393H103
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SCHEDULE 13D
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Page 2 of 6
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1
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NAME OF REPORTING PERSON
CDPQ Infrastructures Asia Pte Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
24,259,272
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
24,259,272
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,259,272
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.9%
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14
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TYPE OF REPORTING PERSON
CO
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CINS NO. V0393H103
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SCHEDULE 13D
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Page 3 of 6
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1
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NAME OF REPORTING PERSON
Caisse de dépôt et placement du Québec
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Québec, Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
24,259,272
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
24,259,272
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,259,272
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.9%
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14
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TYPE OF REPORTING PERSON
OO
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CINS NO. V0393H103
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SCHEDULE 13D
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Page 4 of 6
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Item 1. Security and Issuer.
This amendment No. 7 (“Amendment No. 7”) to Schedule 13D relates to the Schedule 13D filed on October 27, 2016 (the “Original
Schedule 13D”) by CDPQ Infrastructures Asia Pte Ltd. (“CDPQ Infrastructures”) and Caisse de dépôt et placement du Québec (“CDPQ” and, together with CDPQ Infrastructures, the “Reporting Persons”) relating to Equity Shares (the “Shares”) issued by
Azure Global Power Limited (the “Issuer”). The principal executive offices of the Issuer are located at 3rd Floor, Asset 301-304 and 307, WorldMark 3, Aerocity, New Delhi,110037, India.
Capitalized terms used but not defined in this Amendment No. 7 shall have the meanings set forth in the Original Schedule 13D.
Except as specifically amended by this Amendment No. 7, the Original Schedule 13D is unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
“On February 28, 2020, CDPQ Infrastructures acquired an additional 717,701 Shares from a shareholder of the Issuer in a privately
negotiated transaction at a price of $13.40 per Share for an aggregate purchase price of $9,617,193.4. The source of the funds used by CDPQ Infrastructures to acquire such additional Shares was working capital provided by CDPQ. The source of funds
used by CDPQ to provide such working capital to CDPQ Infrastructures was funds on deposit at CDPQ.”
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated to read in full as follows:
“The responses to this Item 5 and the information on the cover page are based on their being 47,636,078 Shares outstanding as reported on the Issuer’s Form 6-K furnished to the SEC on February 11,
2020.
(a) and (b) As a result of the transactions described in the Original Schedule 13D, as amended, and in this Amendment No. 7, CDPQ Infrastructures is the direct beneficial owner of 24,259,272
Shares, which represents 50.9% of the Issuer's outstanding Shares. CDPQ, through its ownership of CDPQ Infrastructures, may be deemed to share voting and dispositive power over the Shares beneficially owned or deemed to be beneficially owned by
CDPQ Infrastructures.
(c) The transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Annex B. Except as otherwise disclosed therein, the Reporting Persons have not effected any
transaction in the Shares in the last 60 days.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Shares beneficially owned by the Reporting
Persons.
(e) Not applicable.”
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CINS NO. V0393H103
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SCHEDULE 13D
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Page 5 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: March 3, 2020
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CDPQ INFRASTRUCTURES ASIA PTE LTD.
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By:
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/s/ Cyril Cabanes
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Name: Cyril Cabanes
Title: Director
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CINS NO. V0393H103
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SCHEDULE 13D
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Page 6 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 3, 2020
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CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
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By:
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/s/ Soulef Hadjoudj
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Name: Soulef Hadjoudj
Title: Legal Counsel
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Annex B
Schedule of Transactions
CDPQ INFRASTRUCTURE ASIA PTE. LTD
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Date of Transaction
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Security
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Amount of Securities Bought
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Unit Cost
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Where and How Effected
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02/28/2020
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Equity Shares
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717,701
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$13.40
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Private Transaction
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CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
None.