UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
20-F/A
(Amendment No. 1)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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Or
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
Or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Or
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number:
001-35893
QIWI PLC
(Exact name of
Registrant as specified in its charter)
N/A
(translation of Registrants name into English)
Cyprus
(Jurisdiction of
incorporation or organization)
Kennedy 12, Kennedy Business Centre, 2 nd floor
P.C. 1087, Nicosia, Cyprus
(Address of principal executive offices)
Varvara Kiseleva
+
(357) 250-28091
ir@qiwi.com
Kennedy 12, Kennedy Business Centre, 2nd floor
P.C. 1087, Nicosia, Cyprus
(Name, telephone,
e-mail
and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
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Name of Each Exchange on
Which Registered
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American Depositary Shares, each representing one Class B ordinary share, having a nominal value EUR 0.0005 per share
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The NASDAQ Stock Market LLC
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Class B ordinary shares, having a nominal value of EUR 0.0005 per share*
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*
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Not for trading, but only in connection with the registration of the American Depositary Shares.
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the Issuers classes of capital or common stock as of the close of the period
covered by the annual report.
As of December 31, 2017, 14,277,871 Class A ordinary shares, par value EUR 0.0005 per
share and 46,654,783 Class B ordinary shares, par value EUR 0.0005 per share were outstanding.
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or an emerging growth company. See definition of large accelerated filer, accelerated filer, and emerging growth company in Rule
12b-2
of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐ Non-accelerated
filer ☐ Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
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The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in
this filing:
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U.S. GAAP ☐
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International Financial Reporting Standards as issued
by the International Accounting Standards Board ☒
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Other ☐
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If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the Registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report for the fiscal year ended December 31, 2017, on Form
20-F
of QIWI PLC, originally filed with the Securities and Exchange Commission on March 28, 2018 (the Original
20-F),
is being filed solely for the
purposes of adding Exhibit 101 to Item 19 Exhibits, which was not included in the Original
20-F,
and to furnish the Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of
Regulation
S-T.
Except as described above, this Amendment No. 1 does not amend any
information set forth in the Original
20-F,
and QIWI has not updated disclosures included therein to reflect any events that occurred subsequent to March 28, 2018.
EXHIBIT INDEX
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Exhibit
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Description
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 to Form
20-F
and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to Form
20-F
on its behalf.
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QIWI PLC
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By:
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/s/ Sergey Solonin
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Name: Sergey Solonin
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Title: Chief Executive Officer
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Date: April 9, 2018
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