UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  4)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 Rule13d-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 (“Act”) 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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Explanatory Note:

This Amendment No. 4 to Schedule 13D (the “Amendment”) is filed by Otkritie Investments Cyprus Limited and Otkritie Holding JSC to amend the Schedule 13D related to the Class B ordinary shares of QIWI previously filed by OICL with the Securities and Exchange Commission on June 12, 2015 and amended by Amendment No. 1 filed on June 23, 2015, Amendment No. 2 filed on February 27, 2017 and Amendment No. 3 filed on May 31, 2017 (as so amended, the “Schedule 13D”). This Amendment is filed to disclose the items contained herein.

Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

 

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Schedule 13D reports the acquisition of beneficial ownership of the Class B ordinary shares by OICL from QIWI in connection with the sale by OICL to QIWI of all of the charter capital of CIHRUS, and the subsequent transfer of the Tranche 1 Shares by OICL to Otkritie Holding. The acquisition of beneficial ownership of the Class B ordinary shares reported in initial Schedule 13D by OICL from QIWI was the result of the sale to QIWI of all of the charter capital of CIHRUS. See the Explanatory Note in the initial Schedule 13D, which is incorporated herein by reference. In connection with the acquisition of the Class B ordinary shares, QIWI and OICL entered into a cooperation agreement, dated June 2, 2015 (the “Cooperation Agreement”), pursuant to which they have agreed to strategically cooperate with each other in order to carry out certain joint projects related to certain areas of their respective businesses, including by virtue of establishing a steering committee.

On July 2, 2015, QIWI filed a Form F-3 Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), for the resale from time to time of ADSs beneficially owned by OICL and Otkritie Holding (the “Form F-3 Registration Statement”). In addition, OICL and Otkritie Holding may transfer ADSs by other means, including in a transaction pursuant to Regulation S under the Securities Act or in a transaction exempt from registration under the Securities Act, including pursuant to Rule 144 thereunder.

Otkritie Holding and OICL deposited the Class B ordinary shares with the depositary for QIWI’s ADS program and received a number of ADSs representing Class B ordinary shares so deposited. OICL subsequently transferred ADSs they beneficially owned to Otkritie Holding. Otkritie Holding may seek to sell ADSs they beneficially own in the ordinary course of their business. There is no assurance that any such resales or other transfers will be made.

Otkritie Holding and OICL expect to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering ADSs they beneficially own, and also may loan, pledge, hypothecate or sell ADSs to third parties. Otkritie Holding and OICL intend to continually review their investment in QIWI on the basis of various factors, including QIWI’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for QIWI’s securities in general, as well as other developments and other investment opportunities.  Based upon such review, Otkritie Holding and OICL may, at any time, acquire additional Class B ordinary shares of QIWI in the open market or in privately negotiated transactions, with or without prior notice.  In addition, Otkritie Holding and OICL may engage in discussions with management, the board of directors or shareholders of QIWI, including discussions regarding QIWI’s strategic direction, corporate governance, named executive officer compensation, board of directors representation, extraordinary corporate transactions or other material changes to QIWI’s business or corporate structure.  Otkritie Holding and OICL reserves its right, based on all relevant factors and subject to applicable law, at any time to review or reconsider its position, change its purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.

On February 17, 2017 Otkritie Holding disposed 1,907,305 ADSs representing Class B ordinary shares pursuant to an over-the-counter equity repurchase transaction.

On May 25, Otkritie Holding terminated an over-the-counter equity repurchase transaction and entered into new over-the-counter equity repurchase transactions, which resulted in an acquisition by Otkritie Holding of 472,996 ADSs representing Class B ordinary shares.

On May 26, OICL acquired 142,201 ADSs representing Class B ordinary shares from the market in a series of market purchases.

OICL plans to make a tender offer (the “Offer”) to QIWI’s shareholders to purchase up to 24,794,253 outstanding Class B ordinary shares, including Class B ordinary shares represented by ADSs (together, the “Securities”), which, when added to the Securities already held by Otkritie Holding, OICL and their affiliates, constitutes approximately 63.85% of the outstanding Securities based on 45,080,461 Class B ordinary shares (including Class B ordinary shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F. The Offer will be made at a price of $28.00 per Class B ordinary share or ADS. The Offer will be conditioned upon at least 20,286,207 Class B ordinary shares, including Class B ordinary shares represented by ADSs, being tendered, which, when added to the Securities already held by the Offerors and their affiliates, constitutes approximately 53.85% of the outstanding Securities based on 45,080,461 Class B ordinary shares (including Class B ordinary shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F. The other conditions of the Offer will be further determined by Otkritie Holding on the basis of commercial, tax and regulatory requirements.

Substantially contemporaneously with announcement of their intention to increase their investments in QIWI by means of the Offer, Otkritie Holding and OICL have initiated discussions with and are considering an opportunity to cooperate with Saldivar Investments Limited (“Saldivar”), the controlling shareholder of QIWI, and Mr. Sergey Solonin, the controlling shareholder of Saldivar and Chief Executive Officer of QIWI. The discussions are preliminary only and there are no agreements or understandings, written or oral, between the parties as of the date hereof. Otkritie Holding and OICL do not expect any agreements or understandings with Saldivar or Mr. Solonin to be reached until after completion of the Offer, and there can be no assurance that any such agreement or understanding will be reached. Such discussions with Saldivar and Mr. Solonin may continue following the Offer, however, the consummation of the Offer is in no way contingent on the outcome of such discussions.

Otkritie Holding and OICL intend to have further discussions and other communications with Saldivar and Mr. Solonin, and have had, and may also have discussions and other communications with other persons or entities (including other shareholders of QIWI). In the course of such conversations, Otkritie Holding and OICL may suggest actions that could result in, among other things, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Except to the extent that the foregoing may be deemed to be a plan or proposal, Otkritie Holding and OICL currently do not have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, Otkritie Holding and OICL may, at any time and from time to time, formulate other purposes, plans or proposals regarding QIWI or QIWI’s share capital, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that Otkritie Holding or OICL will take any of the actions set forth above.

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: June 12, 2017

SCHEDULE A

Persons other than Individuals:

Individuals:

The business address for directors of Otkritie Holding JSC is 2/4 Letnikovskaya Street, 115114, Moscow, Russia.

The business address for Maria Pitta, Androulla Mantoles, Kristina Khakhulina, Alexander Kupriyanov is Griva Digeni, 105, 1st Floor, Flat/Office 102C, 3101, Limassol, Cyprus.

The business address for Athanasis Neophytou, Christos Neophytou and Mariia Cherviakova is 105, 1st Floor, Flat/Office 102B, 3101, Limassol, Cyprus.

Each individual listed in the table above disclaims beneficial ownership of the Class A and/or B ordinary shares that may be beneficially owned by each of the other entities and individuals listed in this Schedule A and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

EXHIBIT A

Item 5(a)&(b) – Interest in Securities of the Issuer

Explanatory Note:

Elinova Holding Ltd. may be deemed to beneficially own 100% of the ADSs representing Class B ordinary shares beneficially owned by Otkritie Investments Cyprus Limited by virtue of its direct ownership of 100% of the shares in Otkritie Investments Cyprus Limited. Elinova Holding Ltd. is a direct wholly-owned subsidiary of Otkritie Holding JSC.

EXHIBIT B

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) UNDER THE

SECURITIES EXCHANGE ACT OF 1934

The undersigned hereby agree as follows:

Dated: June 12, 2017

 

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