Ñóùåñòâåííûå ôàêòû, êàñàþùèåñÿ ñîáûòèé ýìèòåíòà
Ñâåäåíèÿ, îêàçûâàþùèå, ïî ìíåíèþ ýìèòåíòà, ñóùåñòâåííîå âëèÿíèå íà ñòîèìîñòü åãî ýìèññèîííûõ öåííûõ áóìàã
1. Îáùèå ñâåäåíèÿ
1.1. Ïîëíîå ôèðìåííîå íàèìåíîâàíèå (äëÿ êîììåð÷åñêîé îðãàíèçàöèè) èëè íàèìåíîâàíèå (äëÿ íåêîììåð÷åñêîé îðãàíèçàöèè) ýìèòåíòà: ÊÈÂÈ ÏèÝëÑè (QIWI PLC)
1.2. Àäðåñ ýìèòåíòà, óêàçàííûé â Åäèíîì ãîñóäàðñòâåííîì ðååñòðå þðèäè÷åñêèõ ëèö: Êåííåäè 12, Áèçíåñ-öåíòð Êåííåäè, 2 ýòàæ, ï/ÿ 1087, Íèêîñèÿ, Êèïð
1.3. Îñíîâíîé ãîñóäàðñòâåííûé ðåãèñòðàöèîííûé íîìåð (ÎÃÐÍ) ýìèòåíòà (ïðè íàëè÷èè): 0000000000021
1.4. Èäåíòèôèêàöèîííûé íîìåð íàëîãîïëàòåëüùèêà (ÈÍÍ) ýìèòåíòà (ïðè íàëè÷èè): 9909362043
1.5. Óíèêàëüíûé êîä ýìèòåíòà, ïðèñâîåííûé Áàíêîì Ðîññèè: NA
1.6. Àäðåñ ñòðàíèöû â ñåòè Èíòåðíåò, èñïîëüçóåìîé ýìèòåíòîì äëÿ ðàñêðûòèÿ èíôîðìàöèè: https://disclosure.1prime.ru/portal/default.aspx?emId=9909362043
1.7. Äàòà íàñòóïëåíèÿ ñîáûòèÿ (ñóùåñòâåííîãî ôàêòà), î êîòîðîì ñîñòàâëåíî ñîîáùåíèå (åñëè ïðèìåíèìî): 27.02.2024
2. Ñîäåðæàíèå ñîîáùåíèÿ
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
QIWI PLC
(Name of Subject Company (Issuer))
QIWI PLC
(Names of Filing Persons (Issuer and Offeror))
Class B ordinary shares, having a nominal value EUR 0.0005 per share
American Depositary Shares, each representing one Class B ordinary share, having a nominal value EUR 0.0005 per share
(Title of Class of Securities)
74735M108
(CUSIP Number of Class of Securities)
Alexey Mashchenkov
12-14 Kennedy Ave.
Kennedy Business Centre, 2nd Floor, Office 203
1087 Nicosia Cyprus
+357.25028091
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)
Copies to:
Drew M. Valentine, Esq.
Curtis L. Mo, Esq.
DLA Piper LLP (US)
303 Colorado Street, Suite 3000
Austin, Texas 78701
(512) 457-7000
CALCULATION OF REGISTRATION FEE
TRANSACTION VALUATION(1)AMOUNT OF FILING FEE(2)
Not Applicable*Not Applicable*
*A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer.
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: Not applicable.Filing Party: Not applicable.
Form or Registration No.: Not applicable.Date Filed: Not applicable.
x Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement relates:
third-party tender offer subject to Rule 14d-1
x issuer tender offer subject to Rule 13e-4
going-private transaction subject to Rule 13e-3
amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer. 0
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: 0
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the potential commencement of a self-tender by QIWI plc, company formed under the laws of Cyprus (the “Company”), for up to 10% or, 6,271,297, of the Company’s issued and outstanding ordinary Class B shares, having a nominal value EUR 0.0005 per share (the “Shares”), including such shares represented by the American Depositary Shares (the “ADSs”), listed on both the NASDAQ and the Moscow Stock Exchange, with a maximum potential buyout price that could be set at RUB 581.00 per Share or Share represented by ADSs, less any applicable withholding taxes and without interest, subject to approval by the Company’s shareholders at an extraordinary general meeting and further subject to market conditions. Further details on the self-tender would be filed with the U.S. Securities and Exchange Commission (the “Commission”) at the time of its commencement.
This communication is for informational purposes only, is not a recommendation to buy or sell the Company’s Shares or Shares represented by ADSs and does not constitute an offer to buy or the solicitation of an offer to sell Shares or Shares represented by ADSs of the Company. The tender offer described in this communication has not yet commenced, and there can be no assurances that the Company will commence the tender offer on the terms described in this Schedule TO or at all. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that the Company expects to distribute to its stockholders and file with the Securities and Exchange Commission upon commencement of the tender offer. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. Once the tender offer is commenced, shareholders and investors will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company expects to file with the Commission at the Securities and Exchange Commission’s website at www.sec.gov or by calling the Information Agent (to be identified at the time the offer is made) for the tender offer.
EXHIBIT INDEX
99.1.Press Release, dated January 19, 2024.
99.2.Press Release, dated January 23, 2024.
99.3.Notice for the Convocation of an Extraordinary General Meeting, dated January 23, 2024.
99.4.Press Release, dated February 26, 2024.
Exhibit 99.1
QIWI Completes the Restructuring Process
NICOSIA, CYPRUS – January 19, 2024 – QIWI plc (NASDAQ and MOEX: QIWI) (“QIWI” or the “Company”), an innovative provider of cutting-edge
payment and financial services, today announced that it has entered into an agreement to sell its Russian assets consolidated under JSC QIWI and thus
completes the restructuring process.
Rationale to divest Russian assets
Since the beginning of the geopolitical turbulences in 2022, the Company and its shareholders have faced extraordinary challenges to the operations of the
business and numerous stock market infrastructure issues.
As the Company was revisiting its strategy to navigate the rapidly changing business environment it became clear that under the current circumstances,
QIWI’s strategic intentions to expand both worldwide and within the Russian perimeter were not compatible. At the same time, from the investors’
perspective, the market value of the Company has been severely impacted by geopolitical events and regulatory restrictions.
The sale of the Russian business is expected to pave the path towards fair valuation for QIWI plc and secure continuing listing on both NASDAQ and
MOEX that is in the best interests for the shareholders and the Company. This should allow the Company to focus on further growth of its international
business both by developing its existing operations and through non-organic M&A activities. Following the completion of the sale, the Company believes
that it will have sufficient funds to secure its sustainable growth as well as to fully comply with NASDAQ and OFAC requirements.
Sale of Russian assets
Today, the Company has entered into an agreement to sell its Russian assets (the “Transaction”) consolidated under JSC QIWI to Fusion Factor Fintech
Limited (the “Buyer”), a Hong Kong company wholly-owned by Mr. Andrey Protopopov, currently Director and the CEO of QIWI plc.
The price of the Transaction (the “Transaction price”) was set at RUB 23.75 billion, which includes the discount for the foreign ownership and the
heightened level of uncertainty in the wake of the temporary CBR restrictions on certain QIWI Bank operations. As further described below, the Board of
Directors of QIWI (the “Board”) believes that the Transaction price and other terms correspond to recent market practices in Russia.
The Transaction price is to be paid in several installments over four years for 100% of the shares of JSC QIWI, as follows:
· RUB 11,875 million to be paid within four months after the entering into the Transaction; and
· the remaining RUB 11,875 million to be paid in four equal annual installments commencing in 4Q 2024.
100% shares of the Buyer will be pledged in favor of QIWI to secure the payment of the Transaction price.
Upon closing of the Transaction, Mr. Protopopov will immediately resign his offices as a Director and the Chief Executive Officer of QIWI, as well as any
other executive offices in subsidiaries or affiliates of QIWI. The current CFO of QIWI, Alexey Mashchenkov, will be appointed as the successor CEO, and
Elena Nikonova, currently his deputy, will be appointed as the CFO of the Company. This will guarantee the continuity in the management team and the
smooth transition to the next stage of the Company’s strategy.
The Transaction has received the required approvals by the relevant regulatory authorities and the Board.
Considerations of the Board of Directors and the Share Buyback
The Special Committee of the Board (the “Special Committee”), comprised of the independent directors of the Company and advised by financial and legal
advisors, has conducted an analysis intended to ensure the outcome for all the shareholders and for the Company itself which the Directors believe will be the
best.
The Special Committee made an assessment of the impact of various restructuring options on (a) the Company, (b) its direct shareholders (owners of Class A
and Class B ordinary shares), (c) MOEX shareholders (whose ADSs are held in the Russian National Settlement Depositary), and (d) NASDAQ shareholders
(whose ADSs are held outside of the Russian National Settlement Depositary), using three major criteria: 1) liquidity, 2) ability to receive cash, and 3) ability
to exercise voting rights.
As part of its analysis, the Special Committee received an independent valuation opinion from a reputable investment bank, including a comparison of the
terms of the Transaction with the recent market and regulatory practices in Russia for transactions with exiting foreign shareholders. The Special Committee
concluded that the offered Transaction terms correspond to the recent market practice.
Upon the Special Committee’s recommendation, the Board unanimously voted to execute the Transaction as the best available way to dispose of the
Company’s Russian assets. The Board believes that this will allow QIWI to unlock the shareholder value through international expansion, and secure
liquidity for the shareholders. The Board expects that post-restructuring, QIWI will have a very strong balance sheet and cash position that will enable it to
continue its further development.
Share buyback
Due to this fundamental change to the Company’s operations, certain shareholders may consider the sale of the Company’s securities. To provide the
additional liquidity to such shareholders the Board has considered the share buyback. Today, the Board voted to convene an Extraordinary General Meeting
of the shareholders (the “EGM”) to approve a buyback tender offer (the “Buyback”) for up to 10% of the Company’s issued and outstanding shares (or
6,271,297 shares represented by the American Depositary Shares (the “ADSs”) on both the NASDAQ and the Moscow Stock Exchange (the “MOEX”)
subject to consummation of the Transaction. The maximum potential buyout price was set at RUB 581.00 per ADS on MOEX, which was determined by the
Board based on the trailing twelve months’ average price on MOEX. The buyout price for ADSs on NASDSAQ in US dollars will be determined using the
official foreign currency exchange rate set by the Central Bank of Russia as of the date to be specified in materials and instructions accompanying the
commencement of the buyback. The specific mechanism and the terms of the Buyback (taking into consideration the existing infrastructure issues) will be
announced with the commencement of the Buyback upon the approval of the Buyback at the EGM.
It is currently anticipated that the repurchased ADSs will be held as treasury stock and maybe subsequently used for M&A activities of the Company.
Listing on NADSAQ and MOEX
The Company intends to retain its NASDAQ and MOEX listings. As previously disclosed, NASDAQ halted trading of the Company’s ADSs in 2022, and
has conditionally accepted the Company’s plan of restructuring (including the divestiture of the Russian business) submitted in response to NASDAQ’s
delisting notice, provided that the restructuring is completed on or before January 31, 2024. The Company will immediately inform the NASDAQ exchange
on the completion of the restructuring process.
The Company’s day-to-day business operations remain uninterrupted and all services are available in full. We continue to focus on improving of our offering
and superior service level for our clients, merchants and partners.
Andrey Protopopov, CEO of QIWI plc, commented: “Considering the current global market trends, it is my conviction that it was an ideal time to make
this strategic offer which I believe is fair and beneficial for all QIWI plc shareholders and QIWI plc itself. I believe that given the current geopolitical
situation, ownership of Russian assets creates numerous complications for the future growth and development of the Company.
At the same time, I strongly believe in the long-term success of the Russian business. After 10+ years spent with QIWI and the team, I understand the
business from the bottom up and I am excited to continue to build on this foundation. It is my responsibility to drive the Russian business to new heights,
update its strategy, maintain values and culture and further develop the business model.
I am committed to delivering an unmatched customer experience and excited to pursue the path ahead.”
Sergey Solonin, the Chairman of the Board of Directors of QIWI plc, commented: "The management buyout marks a pivotal moment for the Company.
The Board has been very careful when making its decision on the form of divestment given the complex and ambiguous position of our diverse shareholders.
In the end, we believe the management buyout of our Russian operations will benefit everyone involved and represents a fair and best possible outcome for
all shareholders taken as a whole. Furthermore, those shareholders who wish to monetize their investments in QIWI at the current stage will be able to
participate in the buyback tender offer upon its approval at the EGM.
I believe this transaction opens an exciting new chapter for QIWI, our customers and the team. We have ambitious plans for the future of our international
business, and we have no doubt that the completed restructuring will help to start writing the new chapter of the Company’s history. We recognize that it will
take time, investment and patience, and we believe we have all of it in good hands.”
About QIWI plc.
QIWI is an innovative provider of cutting-edge payment and financial services. We stand at the forefront of fintech innovations to facilitate and secure the
digitalization of payments. Our mission is to connect our clients providing unique financial and technological solutions to make the impossible accessible
and simple.
QIWI's American Depositary Shares are listed on NASDAQ and the Moscow Exchange (ticker: QIWI).
For more information, visit investor.qiwi.com.
Contact
Investor Relations
+357.25028091
ir@qiwi.com
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act
of 1995, including, without limitation, statements regarding the share buyback, ability to comply with NASDAQ listing criteria, and others. Such forwardlooking
statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of
QIWI to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Various factors
that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to, the
macroeconomic conditions in each country of our presence, growth in each of our markets, competition, the introduction of new products and services and
their acceptance by consumers, QIWI’s ability to estimate the market risk and capital risk associated with new projects, a decline in net revenue yield,
regulation, QIWI’s ability to grow physical and virtual distribution channels, cyberattacks and security vulnerabilities in QIWI’s products and services,
QIWI’s ability to expand geographically, the risk that new projects will not perform in accordance with its expectations and other risks identified under the
caption “Risk Factors” in QIWI’s Annual Report on Form 20-F and in other reports QIWI files with the U.S. Securities and Exchange Commission. QIWI
undertakes no obligation to revise any forward-looking statements or to report future events that may affect such forward-looking statements unless QIWI is
required to do so by law.
Exhibit 99.2
QIWI Announces Extraordinary General Meeting of Shareholders
NICOSIA, CYPRUS – January 23, 2024 – QIWI plc (NASDAQ and MOEX: QIWI) (“QIWI” or the “Company”), an innovative provider of cutting-edge
payment and financial services, today announced that it will hold an extraordinary general meeting of shareholders (the "EGM") on Monday March 11, 2024
at 10.00 a.m. (Cyprus time) at the Company’s located at 12 Kennedy Avenue, Kennedy Business Centre, 2nd floor, 1087, Nicosia, Cyprus.
Only shareholders of record at the close of business on January 19, 2024 are entitled to receive notice and to vote at the EGM and any adjourned meeting
thereof. Holders of the Company's American Depositary Shares (the "ADS") who wish to exercise their voting rights for the underlying shares must act
through the depositary of the Company's ADS program, The Bank of New York Mellon. Shareholders are cordially invited to attend the EGM.
At the EGM, the buyback program will be submitted for the shareholders’ approval. On the recommendation of the Board of Directors (the “Board”) of the
Company it is proposed to approve acquisition by the Company of class B ordinary shares of the Company, including the Company’s shares represented by
the ADSs listed at Nasdaq Global Select Market and Moscow Exchange (MOEX), and to authorize the Board to buyback class B ordinary shares of the
Company, including the Company’s shares represented by the ADSs.
The purpose of the buyback is to provide additional liquidity to the shareholders, who may consider monetizing the Company’s securities after the
completion of the restructuring process. It is currently anticipated that the repurchased ADSs maybe will be held as treasury stock.
The buyback program has to be executed under the following terms and conditions:
· The class B ordinary shares of the Company, including the Company's shares represented by the ADSs shall be acquired through tender offer
procedure on the Nasdaq Global Select Market and/or on the Moscow Exchange;
· The specific mechanism of the tender offer procedure to be determined and approved by the Board of Directors of the Company prior to the
commencement of the buyback;
· The maximum number of the class B ordinary shares of the Company, including the Company's shares represented by the ADSs that will be
acquired by the Company shall not exceed 6,271,297 pcs.;
· The maximum acquisition price which may be paid for each class B ordinary share of the Company, including the Company's shares represented by
the ADS on the Moscow Exchange is RUB 581.00 per share;
· The maximum acquisition price which may be paid for each class B ordinary share of the Company, including the Company's shares represented by
the ADS on the Nasdaq is an equivalent in US dollars of the maximum acquisition price on the Moscow Exchange to be determined using the
official foreign currency exchange rate set by the Central Bank of Russia as of the date to be specified in materials and instructions accompanying
the commencement of the buyback;
· The minimum acquisition price shall be not less than par value per each class B ordinary share of the Company (or its equivalent in US dollars);
· The payment for the acquired class B ordinary shares of the Company, including the Company's shares represented by the ADSs shall be made out
of the realized and non-distributed profits;
· The acquired class B ordinary shares of the Company, including the Company's shares represented by the ADSs shall be disposed or cancelled
within 2 years following the date when such class B ordinary shares of the Company, including the Company's shares represented by the ADSs were
acquired;
· The authority of the Board of Directors of the Company to acquire the class B ordinary shares of the Company, including the Company's shares
represented by the ADSs shall expire within 12 months from the date that this resolution is taken;
· To authorize the publication of this resolution in at least 2 daily newspapers of wide circulation at least 10 days prior to commencing the buyback
setting out the basic terms thereof and specifying the time period during which the Company intends to proceed with the acquisitions and to be
repeated every time the Company implements the buyback resolution;
· To authorize a Director and a Secretary of the Company to notify the Registrar of Companies in Cyprus with respect to the buyback within the time
period specified under section 57A (i) of the Companies Law, Cap. 113.
Further details on the agenda and procedural matters related to the EGM will be made available to the Company's shareholders by the Company and the
Company's ADS holders through The Bank of New York Mellon.
Copies of certain materials related to the EGM, including Notice for the convocation of the EGM and forms of the shareholder's proxy, are available on our
website at https://qiwi.global/governance/general-meetings/.
About QIWI plc.
QIWI Global is an innovative provider of cutting-edge fintech and digital marketing services. We stand at the forefront of fintech innovations to facilitate and
secure the digitalization of payments. Our mission is to create adaptive fintech solutions that connect companies and millions of people in a changing world.
We offer a wide range of products under several directions: payment and financial services for merchants and B2C clients across various digital use-cases,
services in marketing automation and advertising technologies and several other investments in rapidly growing fintech businesses in the MENA, SEA, and
EU.
QIWI's American depositary shares are listed on the NASDAQ and Moscow Exchange (ticker: QIWI). For more information, visit qiwi.global.
Contact
Investor Relations
+357.25028091
ir@qiwi.global
Exhibit 99.3
QIWI PLC
12 Kennedy Avenue, Kennedy Business Centre, 2nd Floor, 1087-Nicosia, Cyprus
Tel.: +357 22-65-33-90, Fax: +357 22-76-09-18, E-mail: office@qiwi.com.cy, ww w.qiwi.com
NOTICE FOR THE CONVOCATION
OF AN EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF QIWI PLC (the Company)
Distributed electronically to:
All the shareholders of QIWI plc
Auditors of QIWI plc
January 23, 2024
THIS NOTICE IS GIVEN in accordance with the Regulations 54(a) and 55 of the Articles of Association of the Company (the Articles) to inform that an
EXTRAORDINARY GENERAL MEETING of shareholders of the Company (the Meeting) will be convened and held on March 11, 2024 at 10.00
a.m. (Cyprus time) at the Company’s registered office at 12 Kennedy Avenue, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus.
The following agenda items are proposed for consideration and, if thought proper, for approval by the shareholders of the Company:
APPROVAL OF THE BUYBACK PROGRAM
On the recommendation of the Board of Directors of the Company and in accordance with Regulations 52(b), 79B of the Articles and Section 57A of the
Cyprus Companies Law, Cap. 113 (amended) it is proposed to authorize the Board of Directors of the Company to launch a buy-back program and acquire
class B ordinary shares of the Company, including the Company’s shares represented by the American Depositary Shares (the ADSs) listed on the Nasdaq
Global Select Market and/or on the Moscow Exchange in such manner as the Board of Directors of the Company may from time to time determine, subject
to the provisions of the Companies Law, Cap. 113 (as amended) and on the following terms and conditions:
(a) The class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be acquired through tender offer
procedure on the Nasdaq Global Select Market and/or on the Moscow Exchange;
(b) The specific mechanism of the tender offer procedure to be determined and approved by the Board of Directors of the Company prior to the
commencement of the buyback;
(c) The maximum number of the class B ordinary shares of the Company, including the Company’s shares represented by the ADSs that will be
acquired by the Company shall not exceed 6,271,297 pcs.;
(d) The maximum acquisition price which may be paid for each class B ordinary share of the Company, including the Company’s shares
represented by the ADS on the Moscow Exchange is RUB 581.00 per share;
(e) The maximum acquisition price which may be paid for each class B ordinary share of the Company, including the Company’s shares
represented by the ADS on the Nasdaq is an equivalent in US dollars of the maximum acquisition price on the Moscow Exchange to be
determined using the official foreign currency exchange rate set by the Central Bank of Russia as of the date to be specified in materials and
instructions accompanying the commencement of the buyback;
(f) The minimum acquisition price shall be not less than par value per each class B ordinary share of the Company (or its equivalent in US dollars);
(g) The payment for the acquired class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be made
out of the realized and non-distributed profits;
(h) The acquired class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be disposed or cancelled
within 2 years following the date when such class B ordinary shares of the Company, including the Company’s shares represented by the ADSs
were acquired;
(i) The authority of the Board of Directors of the Company to acquire the class B ordinary shares of the Company, including the Company’s shares
represented by the ADSs shall expire within 12 months from the date that this resolution is taken;
(j) To authorize the publication of this resolution in at least 2 daily newspapers of wide circulation at least 10 days prior to commencing the
buyback setting out the basic terms thereof and specifying the time period during which the Company intends to proceed with the acquisitions
and to be repeated every time the Company implements the buyback resolution;
(k) To authorize a Director and a Secretary of the Company to notify the Registrar of Companies in Cyprus with respect to the buyback within the
time period specified under section 57A (i) of the Companies Law, Cap. 113.
THE FOLLOWING SPECIAL RESOLUTION IS PROPOSED:
The Board of Directors of the Company be and is hereby authorised to launch a buy-back program and acquire class B ordinary shares of the Company,
including the Company’s shares represented by the American Depositary Shares (the ADSs) listed on the Nasdaq Global Select Market and/or on the
Moscow Exchange in such manner as the Board of Directors of the Company may from time to time determine, subject to the provisions of the Companies
Law, Cap. 113 (as amended) and on the following terms and conditions:
(a) The class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be acquired through tender offer
procedure on the Nasdaq Global Select Market and/or on the Moscow Exchange;
(b) The specific mechanism of the tender offer procedure to be determined and approved by the Board of Directors of the Company prior to the
commencement of the buyback;
(c) The maximum number of the class B ordinary shares of the Company, including the Company’s shares represented by the ADSs that will be
acquired by the Company shall not exceed 6,271,297 pcs.;
(d) The maximum acquisition price which may be paid for each class B ordinary share of the Company, including the Company’s shares
represented by the ADS on the Moscow Exchange is RUB 581.00 per share;
(e) The maximum acquisition price which may be paid for each class B ordinary share of the Company, including the Company’s shares
represented by the ADS on the Nasdaq is an equivalent in US dollars of the maximum acquisition price on the Moscow Exchange to be
determined using the official foreign currency exchange rate set by the Central Bank of Russia as of the date to be specified in materials and
instructions accompanying the commencement of the buyback;
(f) The minimum acquisition price shall be not less than par value per each class B ordinary share of the Company (or its equivalent in US dollars);
(g) The payment for the acquired class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be made
out of the realized and non-distributed profits;
(h) The acquired class B ordinary shares of the Company, including the Company’s shares represented by the ADSs shall be disposed or cancelled
within 2 years following the date when such class B ordinary shares of the Company, including the Company’s shares represented by the ADSs
were acquired;
(i) The authority of the Board of Directors of the Company to acquire the class B ordinary shares of the Company, including the Company’s shares
represented by the ADSs shall expire within 12 months from the date that this resolution is taken;
(j) To authorize the publication of this resolution in at least 2 daily newspapers of wide circulation at least 10 days prior to commencing the
buyback setting out the basic terms thereof and specifying the time period during which the Company intends to proceed with the acquisitions
and to be repeated every time the Company implements the buyback resolution;
(k) To authorize a Director and a Secretary of the Company to notify the Registrar of Companies in Cyprus with respect to the buyback within the
time period specified under section 57A (i) of the Companies Law, Cap. 113.
RECORD DATE
Only the holders of class A shares and class B shares of the Company whose names are registered in the Register of Members of the Company on the end of
business as of January 19, 2024, are entitled to attend and vote at the Meeting either personally or by proxy, and such proxy need not be a shareholder of the
Company.
The holders of American Depositary Shares, each representing one class B share of the Company, (the ADSs Holders) should refer to Section “Information
for ADSs Holders”.
PROXY
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a
corporation, either under seal or under the hand of an officer or attorney duly authorised.
The instrument appointing a proxy authorizing such proxy to attend the Meeting and to exercise discretion shall be in the form as attached in Annex A hereto
or a form as near thereto as circumstances admit.
The instrument appointing a proxy authorizing such proxy to attend the Meeting and to vote on your behalf under your special instructions shall be in the
form as attached in Annex B hereto or a form as near thereto as circumstances admit.
NOTE: In the sample instrument of proxy the name of the Deputy Chief Executive Officer of the Company (the Deputy CEO) is inserted as proxy. The
Deputy CEO will attend the Meeting. Accordingly, should you wish you may sign and deposit the instrument of proxy to attend the Meeting and vote on
your behalf as you will specifically instruct on the instrument of proxy. The Deputy CEO will not vote for any matter on any shareholder’s behalf unless the
proxy includes specific voting instructions.
Original of any instrument of proxy or its notarially certified copy shall be deposited at the Company’s registered office at 12 Kennedy Avenue, Kennedy
Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus, and a copy of such instrument of proxy shall be delivered to the Company by electronic mail to
corporatelawyer@qiwi.com at any time BEFORE the time for holding the Meeting, i.e. by March 11, 2024 10.00 a.m. (Cyprus time) (the Cut Off
Time).
Proxies deposited after the Cut Off Time shall not be treated as valid.
VOTING
Every shareholder present in person or by proxy at a general meeting of shareholders of the Company shall have such number of votes for each share of
which they are the holders as are attached to the class of shares of which they are the holders. Pursuant to Regulation 5 of the Articles for so long as class A
shares of the Company are in issue and are outstanding, each class A share of the Company confers upon its holder the right to ten (10) votes and each class
B share of the Company confers upon its holder the right to one (1) vote at a general meeting of shareholders of the Company.
INFORMATION FOR ADSs HOLDERS
The ADSs Holders shall exercise their voting rights subject to the relevant provisions of the Deposit Agreement dated May 02, 2013, of which a copy is
available for no charge at:
https://www.sec.gov/Archives/edgar/data/1561566/000119312513161884/d426593dex43.htm.
MATERIALS
Copies of materials related to the Meeting, including this notice of the Meeting, forms of instruments appointing proxy are available for no charge in
electronic form on the Company’s website: https://qiwi.global/governance/general-meetings/.
Attached:
1. Annex A – Sample of Proxy to exercise discretion.
2. Annex B – Sample of Proxy to vote under instructions.
Yours faithfully,
Mr. Sergey Solonin
Chairman of the Board of Directors
for and on behalf of QIWI plc
Exhibit 99.4
QIWI Comments on Revocation of Banking License of JSC QIWI Bank
NICOSIA, CYPRUS – February 26, 2024 – QIWI plc (NASDAQ and MOEX: QIWI) (“QIWI” or the “Company”), an innovative provider of cutting-edge fintech services, commented on recent developments in Russia related to the previously divested Russian assets, specifically, the revocation of the banking license of JSC QIWI Bank (the “QIWI Bank”) and certain implications such developments may have on the Company’s business and the previously announced intention to buy back its own shares.
Background
As part of its strategy to develop and expand its international business, on January 19, 2024, QIWI entered into an agreement to sell its Russian assets consolidated under its subsidiary JSC QIWI, including QIWI Bank being one of the subsidiaries of JSC QIWI (the “Transaction”). The Transaction was closed and all shares of JSC QIWI were transferred to Fusion Factor Fintech Limited (the “Buyer”), a Hong Kong company wholly-owned by Mr. Andrey Protopopov, the former Director and the CEO of QIWI plc, on January 29, 2024.
The price of the Transaction (the “Transaction price”) was RUB 23.75 billion to be paid in several installments over four years. 100% of the shares of the Buyer were pledged in favor of the Company to secure the payment of the Transaction price.
Further, the Board of Directors of the Company convened an Extraordinary General Meeting of the shareholders (the “EGM”) to be held on March 11, 2024 to approve a buyback tender offer (the “Buyback”) for up to 10% of the Company’s issued and outstanding shares, subject to consummation of the Transaction. The Buyback is expected to be financed by the proceeds from the Transaction.
Recent developments in Russia
On February 21, 2024, the CBR declared that it revoked the banking license from QIWI Bank for cases of non-compliance with federal banking laws and CBR regulations. The full version of the CBR press release is available at https://www.cbr.ru/eng/press/pr/?id=39708.
By its order, the CBR appointed the State Corporation Deposit Insurance Agency as the temporary management of QIWI Bank. The temporary management will carry out its activity until the appointment of a receiver or a liquidator. As a result, QIWI Bank was forced to cease operations.
To our knowledge, QIWI Bank had no signs of bankruptcy. Thus, after the liquidation procedure, the remaining capital should be transferred to its owner, JSC QIWI. As of December 31, 2023, the capital of QIWI Bank comprised RUB 25.0 billion. There is no certainty on how the situation will continue to develop, what time will be required for the liquidation, and whether any funds at all will be available to JSC QIWI after the liquidation.
Implications for QIWI plc
We note that QIWI Bank served as an operator for processing domestic payments in Russia and as a vendor and partner for various cross-border transactions, including certain products and services of our international businesses. We are currently assessing the implications for the Company’s operating and financial performance, but, as of today, we are not able to provide any accurate estimates in this regard.
Implications for the Transaction
The revocation of QIWI Bank’s banking license has a significant adverse effect on the valuation of JSC QIWI. However, the Purchase Agreement between QIWI plc and the Buyer provides that no subsequent changes in the valuation of the assets sold would affect the Transaction price. The Purchase Agreement further provides that neither party shall have the right to terminate (i.e., unilaterally refuse to perform in whole or in part) the Transaction. There can be no assurance at this time, however, whether the Buyer is going to be able to perform its obligations under the Purchase Agreement in accordance with the stipulated timeline.
Under the Pledge Agreement constituting the part of the Transaction, a payment default of the Buyer triggers the right (but not the obligation) of QIWI plc, at its sole discretion, to sell or dispose of the shares of the Buyer and of JSC QIWI at such time and in such manner (whether by public auction, private sale or otherwise) as QIWI plc may consider fit and for such consideration which may be equal to the fair market value as assessed by the independent appraiser or determined through a public auction, or correspond to the Transaction price. QIWI plc also has the right to apply any cash collected or received under or pursuant to this pledge in or towards satisfaction of the secured obligations.
QIWI plc underlines that there is no intention to return the disposed Russian assets back to the Company in case a payment default occurs. Instead, QIWI plc intends to initiate a search for a third party to purchase the receivable together with the right of claim to the pledge and/or pursue other rights and remedies available to the Company under the Purchase Agreement and the Pledge Agreements.
In case of a payment default, the process of selling the pledged shares may still involve various scenarios with varying degrees of complexity and uncertainty, which may lead to a prolonged and potentially arduous process of resolving the situation. This could involve negotiations, legal proceedings, or alternative arrangements, all of which may lead to an extended period of uncertainty in respect of the collectibility of the receivables related to the Transaction. We also note that the Transaction price is denominated in Russian Rubles, which creates currency risks such that a potential Ruble devaluation would have an adverse impact on the financial results of the Company.
Implications on the Buyback
Given that, as previously announced, the Company anticipates using the proceeds of the Transaction to finance the Buyback, any potential payment default by the Buyer would have an immediate adverse impact on the Company’s ability to finance the Buyback. In case the payment default occurs, the Company would have to scale down the Buyback or postpone it until the situation with the collectability of the receivables under the Transaction is resolved.
About QIWI plc.
QIWI Global is an innovative provider of cutting-edge fintech services. We stand at the forefront of fintech innovations to facilitate and secure the digitalization of payments. Our mission is to create adaptive fintech solutions that connect companies and millions of people in a changing world. We offer a wide range of products under several directions: payment and financial services for merchants and B2C clients across various digital use-cases and several other investments in rapidly growing fintech businesses in the MENA, SEA, and EU.
QIWI's American depositary shares are listed on the NASDAQ and Moscow Exchange (ticker: QIWI). For more information, visit qiwi.global.
Contact
Investor Relations
+357.25028091
ir@qiwi.global
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3.2. Äàòà: 27.02.2024