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. ¨
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon: ¨
| |
¨ |
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
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 forward-looking 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, www.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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