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
Authorized to Receive Notices and Communications)
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May 22, 2018
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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
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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)
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(a)
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☐
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(b)
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☒
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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)
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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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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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21,426,733
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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21,426,733
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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45.93%1
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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BK
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1 |
Based on 46,654,783 Class B ordinary shares outstanding as of December 31, 2017, as disclosed by QIWI in its Annual Report on Form 20-F filed on March 28, 2018. The 21,426,733 Class B ordinary shares referred to above represent approximately 35.16% of the total outstanding share capital of the Issuer, based on 60,932,654 Class A and Class B ordinary shares outstanding as of December 31, 2017, as disclosed by QIWI in its Annual Report on Form 20-F filed on March 28, 2018.
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Item 5. |
Interest in Securities of the Issuer.
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(a) |
See Exhibit A hereto, which is incorporated herein by reference.
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(b) |
See Exhibit A hereto, which is incorporated herein by reference.
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(c) |
On May 4, 2018, Bank Otkritie’s counterparty in an equity repurchase transaction failed to transfer to Bank Otkritie the securities purchase amount which became due under this equity repurchase transaction on such date. As a result, this equity repurchase transaction was cancelled pursuant to a settlement procedure whereby the counterparty was released from its obligation to pay the securities purchase amount to Bank Otkritie and Bank Otkritie became owner of 9,652,297 QIWI ADSs, with a market value of 1,150 roubles per ADS as of May 4, 2018.
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(d) |
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) |
Not applicable.
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Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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/s/ M. M. Zadornov | |
Name
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President - Chairman of the Management Board | |
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, President – Chairman of the Management Board 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»
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Russian Federation
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Veniamin Aleksandrovich Polyantsev
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Member of the Management Board of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Sergey Georgievich Rusanov
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Member of the Management Board of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Nadia Narimanovna Cherkasova
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Member of the Management Board of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Viktor Andreevich Nikolaev
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Member of the Management Board of Public Joint-Stock Company «Bank Otkritie Financial Corporation»
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Russian Federation
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Class B
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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45.93%
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(c)
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Number of Shares:
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(i)
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Sole power to vote or to direct the vote:
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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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