QIWI plc
|
(Name of Issuer)
|
American Depositary Shares, each representing one Class B Ordinary Share, having a nominal value of €0.0005 per share
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(Title of Class of Securities)
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74735M108
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(CUSIP Number)
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Alexander Tarabrin
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2/4 Letnikovskaya Street, 115114, Moscow, Russia
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+7 (495) 232-03-00
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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August 1, 2017
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(Date of Event which Requires Filing of this Statement)
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1.
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Names of reporting persons
Otkritie Holding JSC1
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|||||
2.
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Check the appropriate box if a member of a group (see instructions)
(a) T (b) ☐
|
|||||
3.
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SEC use only
|
|||||
4.
|
Source of funds (see instructions)
OO
|
|||||
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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|||||
6.
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Citizenship or place of organization
Russian Federation
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|||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7.
|
Sole voting power
3,848,0692
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||||
8.
|
Shared voting power
5,642,2013
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|||||
9.
|
Sole dispositive power
3,848,069
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|||||
10.
|
Shared dispositive power
5,642,201
|
|||||
11.
|
Aggregate amount beneficially owned by each reporting person
9,490,270
|
|||||
12.
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
|||||
13.
|
Percent of class represented by amount in Row (11)
21.05%4
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|||||
14.
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Type of reporting person (see instructions)
CO
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1
|
Otkritie Holding JSC is a joint stock company organized under the laws of Russian Federation (“Otkritie Holding”).
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2
|
Based on 5,593,041 Class B ordinary shares acquired by Otkritie Investments Cyprus Limited (“OICL”) pursuant to a subscription agreement, dated May 14, 2015 (the “Subscription Agreement”), by and among QIWI plc (“QIWI” or the “Issuer”), OICL and Otkritie Holding, and converted by OICL and Otkritie Holding into the ADSs, minus 1,434,309 ADSs representing Class B ordinary shares disposed pursuant to an over-the-counter equity repurchase transaction.
|
3
|
ADSs representing Class B ordinary shares held by OICL and Public Joint-Stock Company «Bank Otkritie Financial Corporation» (“Bank Otkritie”), which are indirect wholly-owned subsidiaries of Otkritie Holding.
|
4
|
Based on 45,080,461 Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F. The 9,490,270 Class B shares referred to above represent approximately 15.66% of the total outstanding share capital of the Issuer, based on 60,597,034 Class A and Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F.
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1.
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Names of reporting persons
Otkritie Investments Cyprus Limited
|
|||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) T (b) ☐
|
|||||
3.
|
SEC use only
|
|||||
4.
|
Source of funds (see instructions)
OO
|
|||||
5.
|
Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|||||
6.
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Citizenship or place of organization
Republic of Cyprus
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|||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7.
|
Sole voting power
142,201
|
||||
8.
|
Shared voting power
0
|
|||||
9.
|
Sole dispositive power
142,201
|
|||||
10.
|
Shared dispositive power
0
|
|||||
11.
|
Aggregate amount beneficially owned by each reporting person
9,490,270
|
|||||
12.
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
|||||
13.
|
Percent of class represented by amount in Row (11)
21.05%5
|
|||||
14.
|
Type of reporting person (see instructions)
CO
|
5
|
Based on 45,080,461 Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F. The 9,490,270 Class B shares referred to above represent approximately 15.66% of the total outstanding share capital of the Issuer, based on 60,597,034 Class A and Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F.
|
1.
|
Names of reporting persons
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
|||||
2.
|
Check the appropriate box if a member of a group (see instructions)
(a) T (b) ☐
|
|||||
3.
|
SEC use only
|
|||||
4.
|
Source of funds (see instructions)
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
Russian Federation
|
|||||
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7.
|
Sole voting power
5,500,000
|
||||
8.
|
Shared voting power
0
|
|||||
9.
|
Sole dispositive power
5,500,000
|
|||||
10.
|
Shared dispositive power
0
|
|||||
11.
|
Aggregate amount beneficially owned by each reporting person
9,490,270
|
|||||
12.
|
Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
|
|||||
13.
|
Percent of class represented by amount in Row (11)
21.05%5
|
|||||
14.
|
Type of reporting person (see instructions)
CO
|
5
|
Based on 45,080,461 Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F. The 9,490,270 Class B shares referred to above represent approximately 15.66% of the total outstanding share capital of the Issuer, based on 60,597,034 Class A and Class B ordinary shares outstanding as of March 17, 2017, as disclosed by QIWI in its Annual Report on Form 20-F.
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Item 4.
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Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
|
(a) |
See Exhibit A hereto, which is incorporated herein by reference.
|
(b) |
See Exhibit A hereto, which is incorporated herein by reference.
|
(c) |
On August 1 and August 2, 2017, Bank Otkritie purchased 2,200,000 ADSs at a price of $17.71 per ADS, 2,200,000 ADSs at a price of $18.00 per ADS and 1,100,000 ADSs at a price of $19,01 per ADS in three privately negotiated transactions.
|
(d) |
Otkritie Holding OICL, and Bank Otkritie 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. Such third parties may then hold an interest in some or all of Otkritie Holding’s, OICL’s and Bank Otkritie’s ADSs, including the right to receive dividends and other distributions thereon and to sell or transfer such ADSs.
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(e) |
Not applicable.
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Otkritie Investments Cyprus Limited
|
|
/s/ Kristina Khakhulina
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Name
|
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Director
|
|
Title
|
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Otkritie Holding JSC
|
|
/s/ Alexander Tarabrin
|
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Name
|
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General Counsel
|
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Title
|
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Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
|
/s/ Evgeny Dankevich
|
|
Name
|
|
Chairman of the Management Board
|
|
Title
|
Name:
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Address of Principal Office and Principal Business
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Organisation
|
||
Elinova Holding Ltd
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Griva Digeni, 105, 1st floor, Flat/Office 102B, 3101, Limassol, Cyprus
|
Cyprus
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Name:
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Title/Principal Occupation or Employment
|
Citizenship
|
||
Maria Pitta
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Director of Otkritie Investments Cyprus Limited
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Cyprus
|
||
Androulla Mantoles
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Director of Otkritie Investments Cyprus Limited
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Cyprus
|
||
Kristina Khakhulina
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Director of Otkritie Investments Cyprus Limited
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Russian Federation
|
||
Mikhail Yurievich Nazarychev
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Director of Otkritie Investments Cyprus Limited /
|
Russian Federation
|
||
Alexander Kupriyanov
|
Director of Otkritie Investments Cyprus Limited
|
Cyprus
|
||
Athanasis Neophytou
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Director of Elinova Holding Ltd
|
Cyprus
|
||
Christos Neophytou
|
Director of Elinova Holding Ltd
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Cyprus
|
||
Mariia Cherviakova
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Director of Elinova Holding Ltd
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Russian Federation
|
||
Alexey Lvovich Karakhan
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General Director of Otkritie Holding JSC and Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
Russian Federation
|
||
Ruben Abelovich Aganbegyan
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Member of the Board of Directors of Otkritie Holding JSC and Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
Russian Federation
|
||
Vadim Stanislavovich Belyaev
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Chairman of the Board of Directors of Otkritie Holding JSC
|
Russian Federation
|
||
Kirill Gennadievich Androsov
|
Member of the Board of Directors of Otkritie Holding JSC
|
Russian Federation
|
||
Olga Vladimirovna Plaksina
|
Member of the Board of Directors of Otkritie Holding JSC and Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
Russian Federation
|
||
Dmitry Zakerievich Romaev
|
Member of the Board of Directors of Otkritie Holding JSC
|
Russian Federation
|
||
Elena Vladimirovna Budnik
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Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
Russian Federation
|
||
Dmitry Valerievich Vasiliev
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Independent Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
Russian Federation
|
||
Evgeny Leonidovich Dankevich
|
Chairman of the Management Board and Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
Russian Federation
|
||
Alexander Viktorovich Zelenov
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Independent Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
Russian Federation
|
||
Alexander Vasilievich Murychev
|
Independent Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
Russian Federation
|
||
Dmitry Leonidovich Popkov
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Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
Russian Federation
|
Class B
|
|||
Shares
|
|||
(a)
|
Amount Beneficially Owned
|
||
Otkritie Holding JSC
|
9,490,270
|
||
Elinova Holdings Ltd.
|
142,201
|
||
Otkritie Investments Cyprus Limited
|
142,201
|
||
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
5,500,000
|
||
(b)
|
Percent of class
|
||
Otkritie Holding JSC
|
21.05%
|
||
Elinova Holdings Ltd.
|
0.33%
|
||
Otkritie Investments Cyprus Limited
|
0.32%
|
||
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
12.20%
|
||
(c)
|
Number of Shares as to which such person has:
|
||
(i)
|
Sole power to vote or to direct the vote:
|
||
Otkritie Holding JSC
|
3,848,069
|
||
Elinova Holdings Ltd.
|
0
|
||
Otkritie Investments Cyprus Limited
|
142,201
|
||
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
5,500,000
|
||
(ii)
|
Shared power to vote or to direct the vote:
|
||
Otkritie Holding JSC
|
5,642,201
|
||
Elinova Holdings Ltd.
|
142,201
|
||
Otkritie Investments Cyprus Limited
|
0
|
||
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
0
|
||
(iii)
|
Sole power to dispose or to direct the disposition of:
|
||
Otkritie Holding JSC
|
3,848,069
|
||
Elinova Holdings Ltd
|
0
|
||
Otkritie Investments Cyprus Limited
|
142,201
|
||
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
5,500,000
|
||
(iv)
|
Shared power to dispose or to direct the disposition of:
|
||
Otkritie Holding JSC
|
5,642,201
|
||
Elinova Holdings Ltd
|
142,201
|
||
Otkritie Investments Cyprus Limited
|
0
|
||
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
0
|
1.
|
Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
|
2.
|
Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
|
Otkritie Investments Cyprus Limited
|
|
/s/ Kristina Khakhulina
|
|
Name
|
|
Director
|
|
Title
|
Otkritie Holding JSC
|
|
/s/ Alexander Tarabrin
|
|
Name
|
|
General Counsel
|
|
Title
|
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
|
|
/s/ Evgeny Dankevich
|
|
Name
|
|
Chairman of the Management Board
|
|
Title
|