Amended Statement of Ownership: Solicitation (sc 14d9/a)
15 Août 2022 - 9:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE
ACT OF 1934
QIWI PLC
(Name of Subject Company)
QIWI PLC
(Name of Person(s) Filing Statement)
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)
Andrey Protopopov
+ 357 2265-3390
Kennedy 12, Kennedy
Business Centre, 2nd floor
P.C. 1087, Nicosia, Cyprus
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
With copies to:
Pranav Trivedi, Esq.
Denis Klimentchenko, Esq.
Skadden, Arps, Slate, Meagher & Flom
(UK) LLP
40 Bank Street
Canary Wharf
London, E14 5DS
44.20.7519.7000
¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 (this “Amendment”) amends and
supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule
14D-9”) filed by QIWI PLC, a company incorporated under the laws of Cyprus (“QIWI” or the “Company”),
with the Securities and Exchange Commission (the “SEC”) on August 2, 2022, relating to the tender offer by Dalliance
Services Company, a corporation incorporated under the laws of the Marshall Islands (the “Offeror”), wholly owned by
Mr. Sergey Solonin, the controlling shareholder and chairman of the board of directors of the Company (the “Board”),
to the shareholders of the Company to tender up to 10,000,000 of the Company’s Class B Ordinary Shares (including Class B Ordinary
Shares represented by ADSs), for purchase by the Offeror in cash at a price of $2.50 per Class B Ordinary Share (including Class B Ordinary
Shares represented by ADSs), less any applicable withholding taxes and without interest (the “Purchase Price”), upon
the terms and subject to the conditions set forth in the Offer to Purchase, dated July 19, 2022 (together with any amendments or supplements
thereto, the “Offer to Purchase”), and in the related letter of transmittal (together with any amendments or supplements
thereto, the “Letter of Transmittal”).
Except to the extent specifically provided in this Amendment, the information
set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the
meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.
Item 3. Past Contacts, Transactions, Negotiations, and Agreements
Item 3 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The following disclosure replaces the third paragraph in the “Ownership
Interests of Sergey Solonin” section:
While the ADSs are also listed for trading on the Moscow Exchange (the
“MOEX”), trading by non-Russian investors on MOEX has been significantly restricted. Since February 28, 2022, the Central
Bank of Russia (the “CBR”) has temporarily prohibited brokers in Russia from executing transactions for the sale of
securities on behalf of non-Russian residents. The same day, MOEX suspended trading in all equity securities (including Class B Ordinary
Shares represented by ADSs). Trading in the Company’s ADSs on MOEX resumed on March 29, 2022, but only if such trading is carried
out by Russian nationals. Further, in the beginning of March 2022 the international settlement system Euroclear suspended interactions
with the Russian National Settlement Depositary, making it impossible for trades to settle between investors that acquired the Company’s
ADSs on Nasdaq and investors on MOEX.
As described by the Offeror in the section of the Offer to Purchase
titled “THE OFFER —3.
Procedures for Tendering Shares”, the Class B Ordinary
Shares (including Class B Ordinary Shares represented by ADSs) must be
delivered to the Pacific Stock Transfer Company (the “Offer Depositary”) in order to constitute a valid tender
under the Offer. As a result of the European Union’s sanctions on the National Securities Depositary of Russia and the
lack of cooperation between Euroclear and the Russian National Settlement Depositary, at present time, any Class B Ordinary Shares
or ADSs purchased by the Offeror in the Offer cannot be transferred by the Offeror or Mr. Solonin from their accounts outside of
Russia, including the Offer Depositary, into the Russian securities depository for resale on MOEX. As described above, this lack of
cooperation between Euroclear and the Russian National Settlement Depositary has affected the ability of Class B Ordinary Shares and
ADSs to be transferred from accounts outside of Russia into the Russian National Settlement Depositary for sale on MOEX since the
beginning of March 2022.
The trading of Class B Ordinary Shares that have been purchased and
remain within the MOEX settlement system (i.e., are stored in the Russian National Settlement Depositary) has not been affected by these
transferability issues. The prices reflecting such trading on MOEX are presented elsewhere in this Schedule 14D-9, including in the Liquidity
and Trading Volume section of the Reasons for the Board’s Position section of Item 4 below.
The ability of Mr. Solonin to sell on MOEX the Class B Ordinary Shares
purchased by him in the Offer is the same as the ability of any other shareholder to sell on MOEX Class B Ordinary Shares purchased and
held by such shareholder in a settlement system outside of MOEX.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is true, complete and correct.
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QIWI PLC |
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By: |
/s/ Alexey Mashchenkov |
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Name: |
Alexey Mashchenkov |
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Title: |
Chief Financial Officer |
Dated: August 15, 2022
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