Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting of the shareholders of RMG Acquisition
Corporation II ("RMG II") held on August 16, 2021 (the "Extraordinary General
Meeting"), [•] holders of RMG II's ordinary shares, which represented [•]% of
the ordinary shares outstanding and entitled to vote as of the record date of
July 20, 2021, were represented in person or by proxy. The final voting results
for each matter submitted to a vote of the RMG II shareholders at the
Extraordinary General Meeting are set forth below:
Approval of the Business Combination Proposal
RMG II's shareholders approved by ordinary resolution the Business Combination
Agreement, dated as of February 24, 2021 and amended on May 17, 2021 (the
"Business Combination Agreement") by and among RMG II, ReNew Power Private
Limited, a company with limited liability incorporated under the laws of India
("ReNew India"), Philip Kassin, solely in the capacity as the representative for
the shareholders of RMG II, ReNew Energy Global plc, a public limited company
registered in England and Wales with registered number 13220321 ("ReNew
Global"), ReNew India Power Global Merger Sub, a Cayman Islands exempted company
("Merger Sub") and certain major shareholders of ReNew India, 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 (the "Business
Combination") and RMG II's entry into the Business Combination Agreement and
transactions contemplated thereby (the "Transactions") (the "Business
Combination Proposal"). The voting results with respect to the Business
Combination Proposal were as follows:
Votes For Votes Against Abstentions
30,284,460 4,098,201 46,685
Approval of the Merger Proposal
RMG II's shareholders approved by special resolution 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, (ii) the Plan of Merger, dated August 20, 2021, (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 and Calder (Cayman) LLP, 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 (the "Merger
Proposal"). The voting results with respect to the Merger Proposal were as
follows:
Votes For Votes Against Abstentions
30,909,924 3,472,338 47,084
Approval of the Amended and Restated Memorandum and Articles of Association
Proposal
RMG II's shareholders approved by special resolution that i) the authorized
share capital of RMG II be changed as follows: from $55,500 divided into
500,000,000 Class A ordinary shares of a par value of $0.0001 each, 50,000,000
Class B ordinary shares of a par value of $0.0001 each and 5,000,000 preference
shares of a par value of $0.0001 each to $50,000 divided into 500,000,000 shares
of a par value of $0.0001 each by the re-designation of the 500,000,000 Class A
ordinary shares of a par value of $0.0001 each into 500,000,000 ordinary shares
of a par value of $0.0001 each, the cancellation of the 50,000,000 Class B
ordinary shares of a par value of $0.0001 each and the cancellation of 5,000,000
preference shares of a par value of $0.0001 each and ii) the Amended and
Restated Memorandum and Articles of Association of RMG II currently in effect be
amended and restated by the deletion in their entirety and the substitution in
their place of the Amended and Restated Memorandum and Articles of Association
annexed to the definitive proxy statement of RMG II (the "Amended and Restated
Memorandum and Articles of Association Proposal"). The voting results with
respect to the Amended and Restated Memorandum and Articles of Association
Proposal were as follows:
Votes For Votes Against Abstentions
30,231,392 4,117,506 30,448
Approval of the Adjournment Proposal
RMG II's shareholders approved by ordinary resolution the adjournment of the
Extraordinary General Meeting to a later date or dates be approved, if
necessary, to permit further solicitation and vote of proxies in the event that
there are insufficient votes for the approval of one or more proposals at the
Extraordinary General Meeting (the "Adjournment Proposal"). The voting results
with respect to the Adjournment Proposal were as follows:
Votes For Votes Against Abstentions
29,329,047 5,019,389 80,910
Though not guaranteed, RMG II expects to close the Business Combination on
August 23, 2021, subject to the satisfaction of customary closing conditions,
and for the ReNew Global Class A ordinary shares and warrants to begin publicly
trading on The Nasdaq Global Select Market under the new symbols "RNW" and
"RNWWW", respectively, on August 24, 2021.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or
otherwise subject to liabilities under that section, and shall not be deemed to
be incorporated by reference into the filings of Aspirational under the
Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings. This report will not be deemed an admission as to the
materiality of any information of the information contained in this Item 7.01,
including Exhibit 99.1. On August 16, 2021, RMG II issued a press release
announcing the results of the Extraordinary General Meeting and related matters.
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A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
by reference herein.
Item 8.01 Other Events.
In connection with the Business Combination Proposal, RMG II's shareholders
elected to redeem an aggregate of 23,613,034 Class A ordinary shares of RMG II.
Item 9.01 Financial Statements and Exhibits.
Exhibits:
Exhibit No. Description
99.1 Press Release, dated August 16, 2021
Important Information and Where to Find It
This document relates to a proposed transaction between ReNew Power Private
Limited ("ReNew Power") and RMG II. This document does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. ReNew Energy
Global plc ("ReNew Global") filed a registration statement on Form F-4 on
May 17, 2021 that includes a proxy statement of RMG II and a prospectus of ReNew
Global. The proxy statement/prospectus will be sent to all RMG II shareholders.
RMG II also will file other documents regarding the proposed transaction with
the SEC. Before making any voting decision, investors and security holders of
RMG II are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by ReNew Global and RMG II through the website maintained by
the SEC at www.sec.gov. In addition, the documents filed by RMG II may be
obtained free of charge from RMG II's website at www.rmgacquisition.com or by
written request to RMG II at RMG Acquisition Corporation II, 50 West Street,
Suite 40C, New York, New York 10006.
Participants in the Solicitation
RMG II, ReNew Global and ReNew and their respective directors and officers may
be deemed to be participants in the solicitation of proxies from RMG II's
shareholders in connection with the proposed transaction. Information about RMG
II's directors and executive officers and their ownership of RMG II's securities
is set forth in RMG II's filings with the SEC, including RMG II's amendment no.
2 to its Annual Report on Form 10-K/A, which was filed with the SEC on May 11,
2021. To the extent that holdings of RMG II's securities have changed since the
amounts printed in RMG II's proxy statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of those persons and other
persons who may be deemed participants in the proposed transaction may be
obtained by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This document contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the proposed transaction between
ReNew, ReNew Global and RMG II, including statements regarding the benefits of
the transaction, the anticipated timing of the transaction, the services offered
by ReNew and the markets in which it operates, and ReNew's projected future
results. These forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend," "strategy,"
"future," "opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the transaction may
not be completed in a timely manner or at all, which may adversely affect the
price of RMG II's
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securities, (ii) the risk that the transaction may not be completed by RMG II's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by RMG II, (iii) the failure to
satisfy the conditions to the consummation of the transaction, including the
adoption of the agreement and plan of merger by the shareholders of RMG II, the
satisfaction of the minimum trust account amount following redemptions by RMG
II's public shareholders and the receipt of certain governmental and regulatory
approvals, (iv) the lack of a third party valuation in determining whether or
not to pursue the proposed transaction, (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the agreement
and plan of merger, (vi) the effect of the announcement or pendency of the
transaction on ReNew's business relationships, performance, and business
generally, (vii) risks that the proposed transaction disrupts current plans of
ReNew or diverts management's attention from ReNew's ongoing business operations
and potential difficulties in ReNew employee retention as a result of the
proposed transaction, (viii) the outcome of any legal proceedings that may be
instituted against ReNew, RMG II or their respective directors or officers
related to the agreement and plan of merger or the proposed transaction,
(ix) the amount of the costs, fees, expenses and other charges related to the
proposed transaction, (x) the ability to maintain the listing of RMG II's
securities on The Nasdaq Stock Market LLC, (xi) the price of RMG II's securities
may be volatile due to a variety of factors, including changes in the
competitive and highly regulated industries in which ReNew plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting ReNew's business and changes in the combined capital structure,
(xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize
additional opportunities, including the conversion of pre-orders into binding
orders, (xiii) the ability of RMG II to issue equity or equity-linked securities
in connection with the transaction or in the future, (xiv) the risk of downturns
in the renewable energy industry and (xv) the impact of the
global COVID-19 pandemic on any of the foregoing. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties described in the "Risk Factors" section of ReNew
Global's proxy statement/prospectus on Form F-4, the proxy statement/prospectus
discussed below, RMG II's amendment no. 2 to its Annual Report on Form 10-K/A
and other documents filed by ReNew Global or RMG II from time to time with the
SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and ReNew Global, ReNew and RMG II
assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
None of ReNew Global, ReNew or RMG II give any assurance that ReNew Global,
ReNew or RMG II will achieve its expectations. The inclusion of any statement in
this communication does not constitute an admission by ReNew Global, ReNew or
RMG II or any other person that the events or circumstances described in such
statement are material.
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