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.
- Peter Lynch
What is insider trading>>
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. 9)*
| Azure Power Global Limited |
| (Name of Issuer) |
| Equity Shares |
| (Title of Class of Securities) |
| V0393H103 |
| (CINS Number) |
| Soulef Hadjoudj Caisse de dépôt et placement du Québec 1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 (514) 847-5998 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| January 28, 2022 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition 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).
| CINS NO. V0393H103 | SCHEDULE 13D | Page 2 of 6 |
| 1 |
NAME OF REPORTING PERSON
CDPQ Infrastructures Asia Pte Ltd. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
|
| 8 |
SHARED VOTING POWER
32,204,182 | |
| 9 |
SOLE DISPOSITIVE POWER
| |
| 10 |
SHARED DISPOSITIVE POWER
32,204,182 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,204,182 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0% |
|
| 14 |
TYPE OF REPORTING PERSON
CO |
| CINS NO. V0393H103 | SCHEDULE 13D | Page 3 of 6 |
| 1 |
NAME OF REPORTING PERSON
Caisse de dépôt et placement du Québec |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Québec, Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
|
| 8 |
SHARED VOTING POWER
32,204,182 | |
| 9 |
SOLE DISPOSITIVE POWER
| |
| 10 |
SHARED DISPOSITIVE POWER
32,204,182 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,204,182 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
| CINS NO. V0393H103 | SCHEDULE 13D | Page 4 of 6 |
| Item 1. | Security and Issuer. |
This amendment No. 9 (“Amendment No. 9”) 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. 9 shall have the meanings set forth in the Original Schedule 13D.
Except as specifically amended by this Amendment No. 9, the Original Schedule 13D is unchanged.
| Item 2. | Identity and Background. |
Item 2 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
“The citizenship of the natural persons who are officers, directors or controlling persons of each of the Reporting Persons is set forth in Annex A hereto.”
| 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 January 28, 2022, CDPQ Infrastructures acquired 7,944,910 newly issued Shares from the Issuer, at the subscription price of $15.79 per Share for an aggregate purchase price of $125,450,128.90, pursuant to the exercise by CDPQ Infrastructures of its Basic Subscription Rights (as defined in the Backstop Agreement described in Item 6 of Amendment No. 8 to Schedule 13D filed by the Reporting Persons on December 27, 2021). 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 there being a total of 60,736,855 Shares outstanding, based on (a) their being 48,332,573 Shares outstanding, as of December 23, 2021, as disclosed in the Issuer’s prospectus supplement, dated December 27, 2021, filed by the Issuer with the Securities and Exchange Commission on December 27, 2021 pursuant to Rule 424 under the Securities Act of 1933 and (b) assuming the issuance by the Issuer of 12,404,282 Shares as a result of the exercise of subscription rights in the Issuer’s Rights Offering, as disclosed in the Issuer’s press release, dated January 27, 2022, included as Exhibit 99.1 to the Issuer’s Form 6-K furnished to the Securities and Exchange Commission by the Issuer on January 27, 2022.
(a) and (b) As a result of the transactions described in the Original Schedule 13D, as amended, CDPQ Infrastructures is the direct beneficial owner of 32,204,182 Shares, which represents 53.0% 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.”
| CINS NO. V0393H103 | SCHEDULE 13D | Page 5 of 6 |
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: January 31, 2022
| CDPQ INFRASTRUCTURES ASIA PTE LTD. | ||||
| By: | /s/ Cyril Cabanes | |||
|
Name: Title: |
Cyril Cabanes Director |
|||
| CINS NO. V0393H103 | SCHEDULE 13D | Page 6 of 6 |
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: January 31, 2022
| CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC | ||||
| By: | /s/ Soulef Hadjoudj | |||
|
Name: Title: |
Soulef Hadjoudj Senior Director, Legal Affairs |
|||
Annex A
CDPQ INFRASTRUCTURES ASIA PTE. LTD
Directors and Officers
| Name | Business Address | Principal Occupation or Employment | Citizenship |
| Cyril Sébastien Dominique Cabanes | One Raffles Quay, #21-01 North Tower, 1 Raffles Quay, Singapore 048583 |
Director of CDPQ Infrastructures Asia PTE. LTD. | French and Australian |
| Leong Wai Leng |
One Raffles Quay, #21-01 North Tower, 1 Raffles Quay, Singapore 048583 |
Director of CDPQ Infrastructures Asia PTE. LTD. | Singaporean |
| Sharron Tan Jing Yi |
One Raffles Quay, #21-01 North Tower, 1 Raffles Quay, Singapore 048583 |
Secretary of CDPQ Infrastructures Asia PTE. LTD | Singaporean |
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
Directors and Officers
| Name | Business Address | Principal Occupation or Employment | Citizenship
|
| Jean St-Gelais |
1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
Chairman of the Board of Directors | Canadian |
| Jean-François Blais |
1000, place Jean-Paul-Riopelle Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Ivana Bonnet Zivcevic |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director |
Serbian and French
|
| Diane Lemieux |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director President and General Manager, Retraite Québec |
Canadian |
| Ravy Por |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
|
Michel Després |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director President and General Manager, Retraite Québec |
Canadian |
| Gilles Godbout |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Alain Côté |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Jean La Couture |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director President, Huis Clos Ltée |
Canadian |
| Name | Business Address | Principal Occupation or Employment | Citizenship
|
| Maria S. Jelescu Dreyfus |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director
|
Romanian |
| Wendy Murdock |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Lynn Jeanniot |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Corporate Director | Canadian |
| Charles Emond |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
President, Chief Executive Officer and Corporate Director | Canadian |
| Maxime Aucoin |
1000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Total Portfolio | Canadian |
| Helen Beck |
1000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Equity Markets | Canadian |
| Claude Bergeron |
1000, place Jean-Paul-Riopelle 9th floor Montréal, Québec H2Z 2B3 |
Chief Risk Officer and Head of Depositor Relationships | Canadian |
| Marc-André Blanchard |
1000, place Jean-Paul-Riopelle 10th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of CDPQ Global | Canadian |
| Ani Castonguay |
1000, place Jean-Paul-Riopelle 10th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Public Affairs | Canadian |
| Marc Cormier |
1000, place Jean-Paul-Riopelle 6th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Fixed Income | French and Canadian |
| Martin Coiteux |
1000, place Jean-Paul-Riopelle 4th floor Montréal, Québec H2Z 2B3 |
Head of Economic Analysis and Global Strategy | Canadian |
| Name | Business Address | Principal Occupation or Employment | Citizenship
|
| Vincent Delisle |
1000, place Jean-Paul-Riopelle 7th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Liquid Markets | Canadian |
| Ève Giard |
1000, place Jean-Paul-Riopelle 5th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Talent and Performance | Canadian |
| Emmanuel Jaclot |
1000, place Jean-Paul-Riopelle 8th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Infrastructure | French |
| Martin Laguerre |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Private Equity and Capital Solutions CDPQ US (New York) | Canadian and American |
| Maarika Paul |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Chief Financial and Operations Officer | Canadian |
| Alexandre Synnett |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Chief Technology Officer | Canadian |
| Kim Thomassin |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President and Head of Investments in Québec and Stewardship Investing | Canadian |
| Nathalie Palladitcheff |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
President and Chief Executive Officer Ivanohé Cambridge | French |
| Rana Ghorayeb |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
President and Chief Executive Officer Otéra Capital | Canadian |
| Michel Lalande |
1000, place Jean-Paul-Riopelle 11th floor Montréal, Québec H2Z 2B3 |
Executive Vice-President, Legal Affairs and Secretariat | Canadian |
Annex B
Schedule of Transactions
CDPQ INFRASTRUCTURE ASIA PTE. LTD
| Date of Transaction | Security | Amount of Securities Bought | Unit Cost | Where and How Effected |
| January 28, 2022 | Equity Shares | 7,944,910 | 15.79 | Acquisition from the Issuer pursuant to exercise of Basic Subscription Rights |
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
None.