QIWI plc
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(Name of Issuer)
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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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Maria Kurnosova
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2/4 Letnikovskaya Street, 115114, Moscow, Russia
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+7 (495) 737-73-55
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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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December 19, 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
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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2.
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Check the appropriate box if a member of a group (see instructions)
(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 (see instructions)
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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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
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7.
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Sole voting power
21,426,733
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8.
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Shared voting power
0
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9.
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Sole dispositive power
21,426,733
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
21,426,733
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12.
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Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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13.
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Percent of class represented by amount in Row (11)
47.53%1
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14.
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Type of reporting person (see instructions)
BK
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1
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Based on 45,080,461 Class B ordinary shares outstanding as of December 31, 2016, as disclosed by QIWI in its Annual Report on Form 20-F filed on March 17, 2017. The 21,426,733 Class B ordinary shares referred to above represent approximately 35.36% of the total outstanding share capital of the Issuer, based on 60,597,034 Class A and Class B ordinary shares outstanding as of December 31, 2016, as disclosed by QIWI in its Annual Report on Form 20-F filed on March 17, 2017.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(a)
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See Exhibit A hereto, which is incorporated herein by reference.
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(b)
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See Exhibit A hereto, which is incorporated herein by reference.
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(c)
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On December 19, 2017, Bank Otkritie purchased a total of 992,058 QIWI ADSs on the Moscow Exchange at a price of 823 roubles per QIWI ADS.
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On December 20, 2017, Bank Otkritie acquired 9,652,297 QIWI ADSs at a price of 799.53 roubles pursuant to an over-the-counter equity repurchase transaction. |
(d)
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Bank Otkritie expects to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering Class B ordinary shares and ADSs it beneficially owns, and also may loan, pledge, hypothecate or sell Class B ordinary shares and QIWI ADSs to third parties. Such third parties may then hold an interest in some or all of Bank Otkritie’s QIWI ADSs, including the right to receive dividends and other distributions thereon and to sell or transfer such QIWI ADSs.
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(e)
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Not applicable.
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Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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/s/ Aleksandr K. Sokolov
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Name
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Acting Chairman of the Management Board
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Title
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Name:
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Address of Principal Office and Principal Business
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Organisation
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The Central bank of the Russian Federation
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107016, Russia, Moscow, Neglinnaya st., 12
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Russian Federation
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Name:
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Title/Principal Occupation or Employment
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Citizenship
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||
Mikhail Mishailovich Zadornov
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Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Andrey Fedorovich Golikov
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Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Alexey Vladimirovich Moiseev
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Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Denis Stanislavovich Morozov
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Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Alexey Yurievich Simanovskiy
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Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Elena Borisovna Titova
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Member of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Ksenia Valentinovna Yudaeva
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Chairperson of the Board of Directors of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Aleksandr Konstantinovich Sokolov
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Member of the Management board of Public Joint-Stock Company «Bank Otkritie Financial Corporation», Acting Chairman of the Management board (until January 1, 2018)
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Russian Federation
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Class B
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Shares
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(a)
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Amount Beneficially Owned
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Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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21,426,733
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(b)
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Percent of class
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Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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47.53%
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(c)
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Number of Shares:
|
||
(i)
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Sole power to vote or to direct the vote:
|
||
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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21,426,733
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||
(ii)
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Shared power to vote or to direct the vote:
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0
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Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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(iii)
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Sole power to dispose or to direct the disposition of:
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Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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21,426,733
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(iv)
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Shared power to dispose or to direct the disposition of:
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||
Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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0
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