|
Exhibit
|
| | | |
| (a)(1)(A) | | | Offer to Purchase, dated November 25, 2022.* | |
| (a)(1)(B) | | | Letter of Transmittal (including IRS Form W-9).* | |
| (a)(2) | | | Not Applicable. | |
| (a)(3) | | | Not Applicable. | |
| (a)(4) | | | Not Applicable. | |
| (a)(5)(A) | | | Summary Advertisement, dated November 25, 2022.* | |
| (a)(5)(B) | | | Press Release, dated November 25, 2022.* | |
| (a)(5)(C) | | | Email Template to Holders of Shares and Shares represented by ADSs.* | |
| (a)(5)(D) | | | Text Message Template to Holders of Shares and Shares represented by ADSs.* | |
| (b) | | | Not Applicable. | |
| (d)(1) | | | Form of Amended and Restated Registration Rights Agreement among Saldivar Investments Limited, Sergey A. Solonin, Palmway Holdings Limited, Antana International Corporation, Andrey N. Romanenko, Dargle International Limited, Igor N. Mikhailov, Bralvo Limited, E1 Limited, Mail.ru Group Limited and Mitsui & Co., Ltd., and QIWI plc. (incorporated by reference to Exhibit 4.5 to QIWI plc’s Registration Statement on Form F-1, File No. 333-191221, filed on September 30, 2013). | |
| (g) | | | Not Applicable. | |
| (h) | | | Not Applicable. | |
| 107 | | | Filing Fee Table* | |
| | | | DALLIANCE SERVICES COMPANY | | ||||||
| | | | By: | | |
/s/ Natallia Makarava
|
| |||
| | | | | | | Name: | | | Natallia Makarava | |
| | | | | | | Title: | | | Director | |
| | | | SERGEY SOLONIN | | ||||||
| | | |
/s/ Sergey Solonin
|
| ||||||
| Dated: November 25, 2022 | | | | |
|
Exhibit
|
| | | |
| (a)(1)(A) | | | | |
| (a)(1)(B) | | | | |
| (a)(2) | | | Not Applicable. | |
| (a)(3) | | | Not Applicable. | |
| (a)(4) | | | Not Applicable. | |
| (a)(5)(A) | | | | |
| (a)(5)(B) | | | | |
| (a)(5)(C) | | | | |
| (a)(5)(D) | | | | |
| (b) | | | Not Applicable. | |
| (d)(1) | | | Form of Amended and Restated Registration Rights Agreement among Saldivar Investments Limited, Sergey A. Solonin, Palmway Holdings Limited, Antana International Corporation, Andrey N. Romanenko, Dargle International Limited, Igor N. Mikhailov, Bralvo Limited, E1 Limited, Mail.ru Group Limited and Mitsui & Co., Ltd., and QIWI plc. (incorporated by reference to Exhibit 4.5 to QIWI plc’s Registration Statement on Form F-1, File No. 333-191221, filed on September 30, 2013). | |
| (g) | | | Not Applicable. | |
| (h) | | | Not Applicable. | |
| 107 | | | Filing Fee Table* | |
| | THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON DECEMBER 22, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”). | | |
| | | | | 1 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 16 | | | |
| | | | | 19 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 28 | | | |
| | | | | 30 | | | |
| | | | | 31 | | | |
| | | | | 31 | | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 33 | | | |
| | | | | 36 | | | |
| | | | | 37 | | | |
| | | | | 38 | | | |
| | | | | 39 | | |
| | |
High
|
| |
Low
|
| ||||||
Fiscal Year 2020 | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 21.06 | | | | | $ | 9.27 | | |
Second Quarter
|
| | | $ | 18.03 | | | | | $ | 9.91 | | |
Third Quarter
|
| | | $ | 20.40 | | | | | $ | 15.61 | | |
Fourth Quarter
|
| | | $ | 17.48 | | | | | $ | 10.01 | | |
Fiscal Year 2021 | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 11.88 | | | | | $ | 9.69 | | |
Second Quarter
|
| | | $ | 11.28 | | | | | $ | 10.33 | | |
Third Quarter
|
| | | $ | 10.65 | | | | | $ | 7.99 | | |
Fourth Quarter
|
| | | $ | 9.69 | | | | | $ | 7.45 | | |
Fiscal Year 2022 | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 8.33 | | | | | $ | 5.16 | | |
Second Quarter
|
| | | $ | 5.67 | | | | | $ | 5.67 | | |
Third Quarter
|
| | | $ | 5.67 | | | | | $ | 5.67 | | |
Fourth Quarter (through November 21, 2022)
|
| | | $ | 5.67 | | | | | $ | 5.67 | | |
| | |
High
|
| |
Low
|
| ||||||
Fiscal Year 2020 | | | | | | | | | | | | | |
First Quarter
|
| | |
|
₽1,334.5
|
| | | |
|
₽797.5
|
| |
Second Quarter
|
| | |
|
₽1,229.5
|
| | | |
|
₽823.0
|
| |
Third Quarter
|
| | |
|
₽1,501.0
|
| | | |
|
₽1,191.5
|
| |
Fourth Quarter
|
| | |
|
₽1,361.0
|
| | | |
|
₽742.0
|
| |
Fiscal Year 2021 | | | | | | | | | | | | | |
First Quarter
|
| | |
|
₽881.5
|
| | | |
|
₽749.5
|
| |
Second Quarter
|
| | |
|
₽836.0
|
| | | |
|
₽770.5
|
| |
Third Quarter
|
| | |
|
₽785.0
|
| | | |
|
₽586.0
|
| |
Fourth Quarter
|
| | |
|
₽681.5
|
| | | |
|
₽551.0
|
| |
Fiscal Year 2022 | | | | | | | | | | | | | |
First Quarter
|
| | |
|
₽618.0
|
| | | |
|
₽329.5
|
| |
Second Quarter
|
| | |
|
₽492.0
|
| | | |
|
₽299.0
|
| |
Third Quarter
|
| | |
|
₽378.0
|
| | | |
|
₽279.5
|
| |
Fourth Quarter (through November 21, 2022)
|
| | |
|
₽441.5
|
| | | |
|
₽309.5
|
| |
Payment Date
|
| |
Cash Amount
|
| |||
12/14/2021
|
| | | $ | 0.30 | | |
09/15/2021
|
| | | $ | 0.30 | | |
06/30/2021
|
| | | $ | 0.22 | | |
05/05/2021
|
| | | $ | 0.31 | | |
12/09/2020
|
| | | $ | 0.34 | | |
09/30/2020
|
| | | $ | 0.33 | | |
06/10/2020
|
| | | $ | 0.14 | | |
04/15/2020
|
| | | $ | 0.22 | | |
12/09/2019
|
| | | $ | 0.28 | | |
09/05/2019
|
| | | $ | 0.28 | | |
06/04/2019
|
| | | $ | 0.28 | | |
Directors and Executive Officers
|
| |
Total
Class A Shares |
| |
Total
Class B Shares |
| |
Total
% of Issued Class A Shares |
| |
Total
% of Issued Class B Shares |
| |
Total
% of Votes at a General Meeting |
| |||||||||||||||
Sergey Solonin
|
| | | | 10,413,510 | | | | | | 4,861,390 | | | | | | 99.9% | | | | | | 9.3% | | | | | | 69.7% | | |
Alexey Blagirev
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alexey Ivanov
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alexey Solovyev
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Tatiana Zharkova
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Maria Shevchenko
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Oxana Sirotinina
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Andrey Protopopov
|
| | | | — | | | | | | 143,700 | | | | | | — | | | | | | 0.27% | | | | | | 0.09% | | |
Alexey Mashchenkov
|
| | | | — | | | | | | 35,938 | | | | | | — | | | | | | 0.07% | | | | | | 0.02% | | |
All directors and executive officers as a group
|
| | | | 10,413,510 | | | | | | 5,041,028 | | | | | | 99.9% | | | | | | 9.6% | | | | | | 69.8% | | |
Principal Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sergey Solonin
|
| | | | 10,413,510 | | | | | | 4,861,390 | | | | | | 99.9% | | | | | | 9.3% | | | | | | 69.7% | | |
Public Joint-Stock Company «Otkritie Bank Financial Corporation»(1)
|
| | | | — | | | | | | 21,426,733 | | | | | | — | | | | | | 41.0% | | | | | | 13.7% | | |
|
SEC filing fee
|
| | | $ | 1,102 | | |
|
Depositary costs
|
| | | $ | 25,000 | | |
|
Information agent costs
|
| | | $ | 210,000 | | |
|
Legal fees and expenses
|
| | | $ | 100,000 | | |
|
Printing and related fees
|
| | | $ | 50,000 | | |
|
Total
|
| | | $ | 386,102 | | |
CONTENTS
|
| |
PAGE
|
| |||
| | | | 3 | | | |
| | | | 4 | | | |
| | | | 5 | | | |
| | | | 6 | | | |
| | | | 7 | | |
| | |
Note
|
| |
2021
|
| |
2020
|
| |||||||||
| | | | | | | | |
$
|
| |
$
|
| ||||||
General and administrative expenses
|
| | | | 5 | | | | | | (456,656) | | | | | | (3,789) | | |
Loss from operations
|
| | | | | | | | | | (456,656) | | | | | | (3,789) | | |
Compensation for breach of contract
|
| | | | 6 | | | | | | 4,750,000 | | | | | | — | | |
Impairment of investments
|
| | | | 6 | | | | | | (15,392,960) | | | | | | — | | |
Gain from sale of investments
|
| | | | | | | | | | — | | | | | | 13,081,200 | | |
Foreign exchange gain/(loss), net
|
| | | | | | | | | | (44,983) | | | | | | 23,896 | | |
Other income
|
| | | | | | | | | | — | | | | | | 88,158 | | |
Profit/(loss) before tax
|
| | | | | | | | | | (11,144,599) | | | | | | 13,189,465 | | |
Income tax
|
| | | | | | | | | | — | | | | | | — | | |
Net profit/(loss)
|
| | | | | | | | | | (11,144,599) | | | | | | 13,189,465 | | |
Other comprehensive income
|
| | | | | | | | | | — | | | | | | — | | |
Total other comprehensive (loss)/income, net of tax
|
| | | | | | | | | | (11,144,599) | | | | | | 13,189,465 | | |
Earnings per share: | | | | | | | | | | | | | | | | | | | |
Basic, profit attributable to ordinary equity holders of the parent
|
| | | | 8 | | | | | | (22,289) | | | | | | 26,379 | | |
Diluted, profit attributable to ordinary equity holders of the parent
|
| | | | 8 | | | | | | (22,289) | | | | | | 26,379 | | |
| | |
Note
|
| |
2021
|
| |
2020
|
| |||||||||
| | | | | | | | |
$
|
| |
$
|
| ||||||
Assets | | | | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | | | | |
Investments
|
| | | | 6 | | | | | | 1,007,500 | | | | | | — | | |
Advance for Investments
|
| | | | 6 | | | | | | — | | | | | | 47,500,00 | | |
Current assets | | | | | | | | | | | | | | | | | | | |
Receivables
|
| | | | | | | | | | 500 | | | | | | 500 | | |
Cash and cash equivalents
|
| | | | 7 | | | | | | 17,519,962 | | | | | | 287,784 | | |
Total assets
|
| | | | | | | | |
|
18,527,962
|
| | | |
|
47,788,284
|
| |
Equity | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | | | | | | | 500 | | | | | | 500 | | |
Retained earnings
|
| | | | | | | | | | 1,987,973 | | | | | | 13,132,572 | | |
Total equity
|
| | | | | | | | | | 1,988,473 | | | |
13 133 072
|
| |||
Non-current liabilities | | | | | | | | | | | | | | | | | | | |
Borrowed funds
|
| | | | 9 | | | | | | 16,539,489 | | | | | | 34,655,213 | | |
Total equity and liabilities
|
| | | | | | | | | | 18,527,962 | | | | | | 47,788,284 | | |
| | |
Share capital
|
| | | | | | | | | | | | | |||||||||
| | |
Number of
shares issued and outstanding |
| |
Amount
|
| |
Retained earnings
|
| |
Total equity
|
| ||||||||||||
Balance as of January 1, 2020
|
| | | | 500 | | | | | | 500 | | | | | | (56,893) | | | |
(56 393)
|
| |||
Profit for the period
|
| | | | — | | | | | | — | | | | | | 13,189,465 | | | | | | 13,189,465 | | |
Balance as of December 31, 2020
|
| | | | 500 | | | | | | 500 | | | | | | 13,132,572 | | | | | | 13,133,072 | | |
Profit for the period
|
| | | | — | | | | | | — | | | | | | (11,144,599) | | | | | | (11,144,599) | | |
Balance as of December 31, 2021
|
| | | | 500 | | | | | | 500 | | | | | | 1,987,973 | | | | | | 1,988,473 | | |
| | |
Note
|
| |
2021
|
| |
2020
|
| |||||||||
| | | | | | | | |
$
|
| |
$
|
| ||||||
Operating activities | | | | | | | | | | | | | | | | | | | |
Cash paid to suppliers
|
| | | | | | | | | | (17,243) | | | | | | (282) | | |
Net cash flow used in operating activities
|
| | | | | | | | | | (17,243) | | | | | | (282) | | |
Investing activities | | | | | | | | | | | | | | | | | | | |
Refund of advance for Investments
|
| | | | | | | | | | 52,250,000 | | | | | | — | | |
Purchase of Investments
|
| | | | | | | | | | (16,143,095) | | | | | | — | | |
Proceeds from sale Investments
|
| | | | | | | | | | — | | | | | | 4,465,000 | | |
Net cash flow generated from investing activities
|
| | | | | | | | | | 36,106,905 | | | | | | 4,465,000 | | |
Financing activities | | | | | | | | | | | | | | | | | | | |
Repayment of borrowed funds
|
| | | | | | | | | | (18,815,979) | | | | | | (1,788,587) | | |
Repayment to the principal
|
| | | | | | | | | | — | | | | | | (2,411,842) | | |
Net cash flow used in financing activities
|
| | | | | | | | | | (18,815,979) | | | | | | (4,200,429) | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | | | | | | | (41,505) | | | | | | 20,389 | | |
Net increase in cash and cash equivalents
|
| | | | | | | | | | 17,232,178 | | | | | | 284,677 | | |
Cash and cash equivalents at the beginning of the period
|
| | | | 7 | | | | | | 287,784 | | | | | | 3,107 | | |
Cash and cash equivalents at the end of the period
|
| | | | 7 | | | | | | 17,519,962 | | | | | | 287,784 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Consulting services
|
| | | | 12,105 | | | | | | 3,525 | | |
Assignment costs
|
| | | | 442,448 | | | | | | — | | |
Other expenses
|
| | | | 2,103 | | | | | | 264 | | |
| | | | | 456,656 | | | | | | 3,789 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Balance at 1 January
|
| | | | — | | | | | | — | | |
Additions
|
| | | | 16,400,460 | | | | | | — | | |
Impairment charge
|
| | | | (15,392,960) | | | | | | — | | |
Balance at 31 December
|
| | |
|
1,007,500
|
| | | | | — | | |
Name
|
| |
2021
Holding |
| |
2020
Holding |
| |
2021
|
| |
2020
|
| ||||||||||||
| | |
%
|
| |
%
|
| |
$
|
| |
$
|
| ||||||||||||
Harrow Holdings Ltd
|
| | | | 100% | | | | | | 70,6% | | | | | | — | | | | | | — | | |
Target Global Selected Opportunities LLC
|
| | | | 5,1% | | | | | | — | | | | | | 1,007,500 | | | | | | — | | |
| | | | | | | | | | | | | | | | | 1,007,500 | | | | | | — | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
USD Account in Credit Suisse AG
|
| | | | 17,045,641 | | | | | | 63,924 | | |
EUR Account in Credit Suisse AG
|
| | | | 474,321 | | | | | | 223,860 | | |
Total cash
|
| | | | 17,519,962 | | | | | | 287,784 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
$
|
| |
$
|
| ||||||
Net profit/(loss) attributable to ordinary equity holders of the Company for basic
earnings |
| | | | (11,144,599) | | | | | | 13,189,465 | | |
Weighted average number of ordinary shares for basic earnings per share
|
| | |
|
500
|
| | | |
|
500
|
| |
Weighted average number of ordinary shares for diluted earnings per share
|
| | |
|
500
|
| | | |
|
500
|
| |
Earnings per share: | | | | | | | | | | | | | |
Basic, profit attributable to ordinary equity holders of the Company
|
| | | | (22,289) | | | | | | 26,379 | | |
Diluted, profit attributable to ordinary equity holders of the Company
|
| | | | (22,289) | | | | | | 26,379 | | |
Lender
|
| |
Country
|
| |
Original
currency |
| |
Initial
principle balance in original currency |
| |
Date of
granting |
| |
Maturity
date |
| |
Interest
rate |
| |
2021
|
| |
2020
|
| ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
%
|
| |
$
|
| |
$
|
| |||||||||
Solonin Sergey
|
| | Russia | | |
USD
|
| |
47 500 000
|
| |
1-aug-18
|
| | | | 1-aug-2023 | | | | | | 0% | | | | | | 16,539,489 | | | | | | 34,655,213 | | |
December 31, 2021
|
| |
On demand
|
| |
from 1 to 3 years
|
| |
more than 3 years
|
| |
Total
|
|
| | |
$
|
| |
$
|
| |
$
|
| |
$
|
|
Borrowings
|
| |
—
|
| |
16,539,489
|
| |
—
|
| |
—
|
|
December 31, 2020
|
| |
On demand
|
| |
from 1 to 3 years
|
| |
more than 3 years
|
| |
Total
|
|
| | |
$
|
| |
$
|
| |
$
|
| |
$
|
|
Borrowings
|
| |
—
|
| |
34,655,213
|
| |
—
|
| |
—
|
|
CONTENTS
|
| |
PAGE
|
| |||
| | | | 3 | | | |
| | | | 4 | | | |
| | | | 5 | | | |
| | | | 6 | | | |
| | | | 7 | | |
| | | | | | | | |
Three months
ended |
| |
Nine months
ended |
| |
Three months
ended |
| |
Nine months
ended |
| ||||||||||||
| | |
Note
|
| |
September 30, 2021
|
| |
September 30, 2022
|
| |||||||||||||||||||||
| | | | | | | | |
$
|
| |
$
|
| |
$
|
| |
$
|
| ||||||||||||
General and administrative expenses
|
| | | | 3 | | | | | | (1,326) | | | | | | (454,764) | | | | | | (210,407) | | | | | | (277,301) | | |
Loss from operations
|
| | | | | | | | | | (1,326) | | | | | | (454,764) | | | | | | (210,407) | | | | | | (277,301) | | |
Compensation for breach of contract
|
| | | | 4 | | | | | | — | | | | | | 4,750,000 | | | | | | — | | | | | | — | | |
Interest income
|
| | | | | | | | | | — | | | | | | — | | | | | | 21,931 | | | | | | 21,931 | | |
Foreign exchange gain/(loss), net
|
| | | | | | | | | | (8,495) | | | | | | (24,765) | | | | | | (11,754) | | | | | | (45,957) | | |
Profit/(loss) before tax
|
| | | | | | | | | | (9,821) | | | | | | 4,270,471 | | | | | | (200,230) | | | | | | (301,327) | | |
Income tax
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net profit/(loss)
|
| | | | | | | | | | (9,821) | | | | | | 4,270,471 | | | | | | (200,230) | | | | | | (301,327) | | |
Other comprehensive income
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total other comprehensive (loss)/income, net of tax
|
| | | | | | | | | | (9,821) | | | | | | 4,270,471 | | | | | | (200,230) | | | | | | (301,327) | | |
Earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic, profit attributable to ordinary equity holders of the parent
|
| | | | | | | | | | (20) | | | | | | 8,541 | | | | | | (400) | | | | | | (603) | | |
Diluted, profit attributable to ordinary equity holders of the parent
|
| | | | | | | | | | (20) | | | | | | 8,541 | | | | | | (400) | | | | | | (603) | | |
| | |
Note
|
| |
As of
December 31, 2021 |
| |
As of
September 30, 2022 |
| |||||||||
| | | | | | | | |
$
|
| |
$
|
| ||||||
Assets | | | | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | | | | |
Investments
|
| | | | 4 | | | | | | 1,007,500 | | | | | | 13,180,975 | | |
Current assets | | | | | | | | | | | | | | | | | | | |
Receivables
|
| | | | | | | | | | 500 | | | | | | 500 | | |
Cash and cash equivalents
|
| | | | 5 | | | | | | 17,519,962 | | | | | | 8,045,160 | | |
Total assets
|
| | | | | | | | | | 18,527,962 | | | | | | 21,226,635 | | |
Equity | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | | | | | | | 500 | | | | | | 500 | | |
Retained earnings
|
| | | | | | | | | | 1,987,973 | | | | | | 1,686,646 | | |
Total equity
|
| | | | | | | | | | 1,988,473 | | | | | | 1,687,146 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | |
Borrowed funds
|
| | | | 6 | | | | | | 16,539,489 | | | | | | 19,539,489 | | |
Total equity and liabilities
|
| | | | | | | | | | 18,527,962 | | | | | | 21,226,635 | | |
| | |
Share capital
|
| | | | | | | | | | | | | |||||||||
| | |
Number of
shares issued and outstanding |
| |
Amount
|
| |
Retained
earnings |
| |
Total
equity |
| ||||||||||||
Balance as of January 1, 2021
|
| | | | 500 | | | | | | 500 | | | | | | 13,132,572 | | | | | | 13,133,072 | | |
Profit for the period
|
| | | | — | | | | | | — | | | | | | 4,270,471 | | | | | | 4,270,471 | | |
Balance as of September 30, 2021
|
| | | | 500 | | | | | | 500 | | | | | | 17,403,043 | | | | | | 17,403,543 | | |
| | |
Share capital
|
| | | | | | | | | | | | | |||||||||
| | |
Number of
shares issued and outstanding |
| |
Amount
|
| |
Retained
earnings |
| |
Total
equity |
| ||||||||||||
Balance as of January 1, 2022
|
| | | | 500 | | | | | | 500 | | | | | | 1,987,973 | | | | | | 1,988,473 | | |
Loss for the period
|
| | | | — | | | | | | — | | | | | | (301,327) | | | | | | (301,327) | | |
Balance as of September 30, 2022
|
| | | | 500 | | | | | | 500 | | | | | | 1,686,646 | | | | | | 1,687,146 | | |
| | |
Nine months ended
|
| |||||||||
| | |
September 30,
2021 |
| |
September 30,
2022 |
| ||||||
| | |
$
|
| |
$
|
| ||||||
Operating activities | | | | | | | | | | | | | |
Interest received
|
| | | | — | | | | | | 22,931 | | |
Cash paid to suppliers
|
| | | | (11,779) | | | | | | (259,490) | | |
Net cash flow used in operating activities
|
| | | | (11,779) | | | | | | (236,559) | | |
Investing activities | | | | | | | | | | | | | |
Refund of advance for Investments
|
| | | | 52,250,000 | | | | | | — | | |
Purchase of Investments
|
| | | | (15,135,595) | | | | | | (12,173,475) | | |
Proceeds from sale Investments
|
| | | | | | | | | | | | |
Net cash flow generated from/(used in) investing activities
|
| | | | 37,114,405 | | | | | | (12,173,475) | | |
Financing activities | | | | | | | | | | | | | |
Cash received from borrowings
|
| | | | — | | | | | | 3,000,000 | | |
Repayment of borrowed funds
|
| | | | (18,815,979) | | | | | | — | | |
Net cash flow generated from/(used in) financing activities
|
| | | | (18,815,979) | | | | | | 3,000,000 | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | (24,859) | | | | | | (64,768) | | |
Net increase in cash and cash equivalents
|
| | | | 18,261,788 | | | | | | (9,474,802) | | |
Cash and cash equivalents at the beginning of the period
|
| | | | 287,784 | | | | | | 17,519,962 | | |
Cash and cash equivalents at the end of the period
|
| | | | 18,549,572 | | | | | | 8,045,160 | | |
| | |
Three months
ended September 30, 2021 |
| |
Nine months
ended September 30, 2021 |
| |
Three months
ended September 30, 2022 |
| |
Nine months
ended September 30, 2022 |
| ||||||||||||
| | |
$
|
| |
$
|
| |
$
|
| |
$
|
| ||||||||||||
Consulting services
|
| | | | (959) | | | | | | (10,419) | | | | | | (207,092) | | | | | | (273,336) | | |
Assignment costs
|
| | | | — | | | | | | (442,448) | | | | | | — | | | | | | — | | |
Other expenses
|
| | | | (367) | | | | | | (1,897) | | | | | | (3,315) | | | | | | (3,965) | | |
| | | | | (1,326) | | | | | | (454,764) | | | | | | (210,407) | | | | | | (277,301) | | |
| | |
2022
|
| |||
| | |
$
|
| |||
Balance at 1 January
|
| | | | 1,007,500 | | |
Additions
|
| | | | 12,173,475 | | |
Balance at 30 September
|
| | | | 13,180,975 | | |
Name
|
| |
December 31,
2021 Holding |
| |
September 30,
2022 Holding |
| |
December 31,
2021 |
| |
September 30,
2022 |
| ||||||||||||
| | |
%
|
| |
%
|
| |
$
|
| |
$
|
| ||||||||||||
Harrow Holdings Ltd
|
| | | | 100% | | | | | | 100% | | | | | | — | | | | | | — | | |
Target Global Selected Opportunities LLC
|
| | | | 5.1% | | | | | | 5.1% | | | | | | 1,007,500 | | | | | | 1,027,500 | | |
QIWI plc
|
| | | | — | | | | | | 7.75% | | | | | | — | | | | | | 12,153,475 | | |
| | | | | | | | | | | | | | | | | 1,007,500 | | | | | | 13,180,975 | | |
| | |
As of
December 31, 2021 |
| |
As of
September 30, 2022 |
| ||||||
| | |
$
|
| |
$
|
| ||||||
USD deposit in Pacific Stock Transfer Company
|
| | | | — | | | | | | 7,846,525 | | |
USD Account in Credit Suisse AG
|
| | | | 17,045,641 | | | | | | 13,260 | | |
EUR Account in Credit Suisse AG
|
| | | | 474,321 | | | | | | 185,375 | | |
Total cash
|
| | | | 17,519,962 | | | | | | 8,045,160 | | |
Lender
|
| |
Original
currency |
| |
Credit
limit |
| |
Utilised
limit |
| |
Date of
granting |
| |
Maturity
date |
| |
Interest
rate |
| |
As of
December 31, 2021 |
| |
As of
September 30, 2022 |
| |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
%
|
| |
$
|
| |
$
|
| |||||||||
Sergey Solonin
|
| |
USD
|
| | | | 47,500,000 | | | | | | 47,500,000 | | | |
1-aug-18
|
| |
1-aug-2023
|
| | | | 0% | | | | | | 16,539,489 | | | | | | 16,539,489 | | |
Sergey Solonin
|
| |
USD
|
| | | | 11,000,000 | | | | | | 3,000,000 | | | |
19-July-22
|
| |
31-dec-2024
|
| | | | 0% | | | | | | — | | | | | | 3,000,000 | | |
Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,539,489 | | | | | | 19,539,489 | | |
| | THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON DECEMBER 22, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”). | | |
| |
DESCRIPTION OF ADSs TENDERED
(SEE INSTRUCTION 13) |
| | ||||||||||||||||
| |
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON THIS LETTER OF TRANSMITTAL and/or ACCOUNT STATEMENT
|
| | |
ADSs TENDERED
(ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY) |
| | ||||||||||||
| | | | | |
ADS
Certificate Number(s)(1) |
| | |
Total Number
of ADSs Represented by Certificates(1) |
| | |
Total Number
of ADSs Represented by Book Entry |
| | |
Total Number
of ADSs Tendered(2) |
| |
| | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | |||||
|
Total ADSs
|
| | | | | | | | | | | | | | |||||
| |
(1)
Need not be completed by holders tendering by book-entry transfer.
|
| | ||||||||||||||||
| |
(2)
Unless a lower number of ADSs to be tendered is otherwise indicated, it will be assumed that all ADSs described above are being tendered.
|
| |
| Name of Tendering | | |||
| Institution: | | | | |
| DTC Account | | |||
| Number: | | | | |
| Transaction Code | | |||
| Number: | | | |
| |
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5 and 6) |
| | |
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 6) |
| | ||||||
| | To be completed ONLY if the check for the purchase price is to be issued in the name of someone other than the undersigned. | | | | To be completed ONLY if the check for the purchase price is to be mailed or sent to someone other than the undersigned or to the undersigned at an address other than that designated above. | | | ||||||
| | Name: | | |
(Please Print)
|
| | | Name: | | |
(Please Print)
|
| |
| |
|
| | |
|
| | ||||||
| |
(Include Zip Code)
|
| | |
(Include Zip Code)
|
| | ||||||
| |
(RECIPIENT MUST COMPLETE IRS
FORM W-9 INCLUDED HEREIN OR AN APPLICABLE IRS FORM W-8) |
| | | | | | | | |
| |
IMPORTANT
|
| |
| |
STOCKHOLDERS MUST SIGN HERE
AND COMPLETE IRS FORM W-9 INCLUDED HEREIN OR AN APPLICABLE IRS FORM W-8 |
| |
| |
PLEASE SIGN HERE
|
| |
| |
By signing below, the undersigned expressly agrees to the terms and conditions set forth above.
|
| |
| |
|
| |
| |
|
| |
| |
Signature(s) of Stockholder(s)
|
| |
| | Dated: | | |
| | (Must be signed by registered holder(s) exactly as name(s) appear(s) on this Letter of Transmittal or on a security position listing or by person(s) authorized to become registered holder(s). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 4) | | |
| | Name(s): | | |
| |
(Please Type or Print)
|
| |
| | Capacity (Full Title): | | |
| | Address: | | |
| |
(Include Zip Code)
|
| |
| | Daytime Area Code and Telephone Number: | | |
| |
GUARANTEE OF SIGNATURE(S) (If required — see Instructions 1 and 4)
|
| |
| |
APPLY MEDALLION GUARANTEE STAMP BELOW
|
| |
| | | |
Exhibit (a)(5)(A)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Class B ordinary shares or Class B ordinary shares represented by American Depositary Shares of QIWI PLC. The Offer (as defined below) is made solely by the Offer to Purchase for cash, dated November 25, 2022, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Class B ordinary shares or Class B ordinary shares represented by American Depositary Shares of QIWI PLC in any jurisdiction in which the making or acceptance of offers to sell such shares would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Dalliance Services Company by the one or more registered brokers or dealers registered under that jurisdiction’s laws.
Notice of Offer to Purchase for Cash
Up to 5,000,000
Class B
ordinary shares
(including Class B
ordinary shares represented by American Depositary Shares)
of
QIWI PLC
at
$2.00 per
share by
Dalliance Services Company
a wholly owned company
of
Sergey Solonin
Dalliance Services Company, a corporation incorporated under the laws of the Marshall Islands (the “Offeror”), and wholly owned by Sergey Solonin, the largest shareholder and chairman of the board of directors of QIWI PLC, a company formed under the laws of Cyprus (the “Company”), is offering the stockholders of the Company to tender up to 5,000,000 of the Company’s Class B ordinary shares having a nominal value EUR 0.0005 per share (each, a “Share,” and collectively, the “Shares”) and the Company’s Shares represented by American Depositary Shares, each representing a Share (each an “ADS” and collectively, the “ADSs”), for purchase by the Offeror in cash at a price of $2.00 per Share (including 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 November 25, 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”), in each case as may be amended or supplemented from time to time (collectively, the “Offer”).
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON DECEMBER 22, 2022, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THE MAY BE EXTENDED, THE “EXPIRATION TIME”).
The Offer is not subject to a financing condition and is not conditioned on any minimum number of Shares (including Shares represented by ADSs) being tendered. The Offer is, however, subject to other conditions that must be satisfied in the Offeror’s reasonable judgment or waived by the Offeror prior to the Expiration Time.
None of the Offeror, Mr. Solonin, the Depositary (as defined below), or the Information Agent (as defined below) makes any recommendation as to whether stockholders should tender or refrain from tendering their Shares (including Shares represented by ADSs). No person is authorized to make any such recommendation. Stockholders must make their own decision as to whether to tender their Shares (including Shares represented by ADSs) and, if so, how many Shares (including Shares represented by ADSs) to tender.
Stockholders should read carefully the information set forth in the Offer to Purchase and in the related Letter of Transmittal, including the Offeror’s reasons for making the Offer.
Each stockholder wishing to tender Shares (including Shares represented by ADSs) must follow the instructions and procedures described in Section 3 of the Offer to Purchase and in the Letter of Transmittal. Holders of options to purchase Shares (including Shares represented by ADSs) or restricted stock units under the Company’s equity compensation plans can only tender Shares or Shares represented by ADS after exercising their options or receiving the Shares underlying restricted stock units. Holders of options or restricted stock units should also follow the instructions and procedures described in Section 3 of the Offer to Purchase to tender Shares (including Shares represented by ADSs). There are no guaranteed delivery procedures available with respect to the Offer under the terms of the Offer to Purchase or any related materials. No alternative, conditional or contingent tenders will be accepted.
In accordance with the rules of the Securities and Exchange Commission, in the event that more than 5,000,000 Shares (including Shares represented by ADSs) are validly tendered, the Offeror may avail itself of the right to purchase up to an additional 2% of the outstanding Shares (the “2% Option”) (i.e., an additional 1,045,989 Shares (including Shares represented by ADSs)) without extending the Expiration Time. If the Offer is fully subscribed and the Offeror availed itself of the 2% Option, it would purchase 6,045,989 Shares (including Shares represented by ADSs), which would represent approximately 11.6% of the Company’s issued and outstanding Shares as of November 1, 2022.
If more than 5,000,000 Shares (including Shares represented by ADSs) are validly tendered and not withdrawn, the Offeror will purchase Shares (including Shares represented by ADSs) on a pro rata basis, with certain adjustments to avoid purchases of fractional Shares (including Shares represented by ADSs). As a result of the foregoing, it is possible that all of the Shares (including Shares represented by ADSs) that a stockholder tenders in the Offer may not be purchased.
Upon the terms and subject to the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), following the Expiration Time, the Offeror shall (and Mr. Solonin shall cause the Offeror to) accept for payment and promptly thereafter pay for all Shares (including Shares represented by ADSs) validly tendered and not properly withdrawn prior to the Expiration Time pursuant to the Offer, subject to any proration in the event of oversubscription. For purposes of the Offer, the Offeror will be deemed to have accepted for payment, and thereby purchased, Shares (including Shares represented by ADSs) validly tendered and not properly withdrawn, if and when the Offeror gives oral or written notice to Pacific Stock Transfer Company (the “Depositary”) of the Offeror’s acceptance for payment of such Shares (including Shares represented by ADSs) pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares (including Shares represented by ADSs) accepted for payment pursuant to the Offer will be made by deposit of the Purchase Price therefor with the Depositary, which will act as agent for tendering holders for the purpose of receiving payments from the Offeror and transmitting such payments to tendering holders whose Shares (including Shares represented by ADSs) have been accepted for payment. Under no circumstances will interest with respect to the Shares (including Shares represented by ADSs) purchased pursuant to the Offer be paid, regardless of any extension of the Offer or delay in making such payment. There will not be a subsequent offering period.
The Offeror expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Shares (including Shares represented by ADSs) by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. The Offeror also expressly reserves the right, in its reasonable discretion, to terminate the Offer and not accept for payment or pay for any Shares (including Shares represented by ADSs) not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares (including Shares represented by ADSs) upon the occurrence of any of the conditions specified in Section 7 of the Offer to Purchase prior to the Expiration Time by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Subject to compliance with applicable law, the Offeror further reserves the right, in its sole discretion, and regardless of whether any of the events set forth in Section 7 of the Offer to Purchase shall have occurred or shall be deemed by the Offeror to have occurred, to amend the Offer in any respect, including by changing the Purchase Price or the number of Shares (including Shares represented by ADSs) to be purchased. Amendments to the Offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the business day immediately following the last previously scheduled or announced Expiration Time. Any public announcement made under the Offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of such change.
If the Offeror materially changes the terms of the Offer or the information concerning the Offer, the Offeror will extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). If (1) the Offeror makes any change to (a) increase or decrease the Purchase Price, (b) decrease the number of Shares (including Shares represented by ADSs) purchasable in the Offer, or (c) increase the number of Shares (including Shares represented by ADSs) purchasable in the Offer by more than 2% of the Company’s outstanding Shares (including Shares represented by ADSs) and (2) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given to stockholders in the manner specified above, the Offer will be extended until the expiration of such ten business day period.
Stockholders may withdraw any Shares (including Shares represented by ADSs) they have tendered at any time prior to the Expiration Time using the procedures described in Section 3 of the Offer to Purchase. If the Offeror has not accepted for payment the Shares (including Shares represented by ADSs) a stockholder has tendered, such stockholder may also withdraw his or her Shares (including Shares represented by ADSs) pursuant to 14(d)(5) at any time after 12:00 midnight, New York City time, at the end of the day on January 24, 2023, which is the 60th day after the date of the commencement of the Offer. For a withdrawal to be effective, a written notice of withdrawal must be received in a timely manner by the Depositary at one of the addresses set forth on the back cover of the Offer to Purchase, and must specify the name of the person having tendered the Shares (including Shares represented by ADSs) to be withdrawn, the number of Shares (including Shares represented by ADSs) to be withdrawn and the name of the registered holder of the Shares (including Shares represented by ADSs) to be withdrawn, if different from the name of the person who tendered the Shares (including Shares represented by ADSs). If Shares (including Shares represented by ADSs) have been delivered in accordance with the procedures for book-entry transfer described in Section 3 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Depositary to be credited with the withdrawn Shares (including Shares represented by ADSs) and otherwise comply with the Depositary’s procedures. Withdrawals of tenders of Shares (including Shares represented by ADSs) may not be rescinded, and any Shares (including Shares represented by ADSs) withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn Shares (including Shares represented by ADSs) may be retendered at any time prior to the Expiration Time by again following one of the procedures described in Section 3 of the Offer to Purchase.
Mr. Solonin is currently the controlling shareholder of the Company. The purpose of the Offer is not to acquire further control or further influence control of the Company. See Section 2 of the Offer to Purchase. The information required to be disclosed by Rule 14(d)-6(d)(1) under the Exchange Act is incorporated herein by reference.
Generally, the receipt of cash from the Offeror in exchange for a stockholder’s Shares (including Shares represented by ADSs) will be a taxable event for the stockholder for U.S. federal income tax purposes. The receipt of cash for a stockholder’s Shares (including Shares represented by ADSs) generally will be treated for U.S. federal income tax purposes as a sale or exchange eligible for gain or loss treatment, as described in Section 14 of the Offer to Purchase. The Depositary (or other applicable withholding agent) will withhold U.S. federal taxes at a rate of 30% on the gross proceeds of the Offer paid to a non-U.S. stockholder, subject to reduction by applicable treaty or exemption for income that is “effectively connected with a U.S. trade or business,” as evidenced by forms that a non-U.S. stockholder furnishes to the Depositary (or other applicable withholding agent).
The Offer to Purchase and the related Letter of Transmittal contain important information that stockholders should read carefully before they make any decision with respect to the Offer. The Offeror has requested the Company’s stockholder list and ADS holder list and security position listings for the purpose of disseminating the Offer to the Company’s stockholders and holders of ADSs. The Offeror is mailing the Offer to Purchase and the related Letter of Transmittal to record holders of Shares (including Shares represented by ADSs) whose names appear on the Company’s stockholder list and security position listings, and will furnish the Offer to Purchase and the related Letter of Transmittal to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares (including Shares represented by ADSs).
Please direct any questions or requests for assistance to Alliance Advisors, LLC (the “Information Agent”) at its telephone number and address set forth below. Please direct requests for additional copies of the Offer to Purchase, the Letter of Transmittal (which will be promptly furnished to stockholders at the Offeror’s expense) to the Information Agent at the telephone number and address set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
Alliance Advisors, LLC.
200 Broadacres Drive
Bloomfield, New Jersey 07003
Call Toll-Free: 877-587-1963
Email: QIWI@allianceadvisors.com
The Depositary for the Offer is:
Pacific Stock Transfer
Attn: Corporate Services Company
6725 Via Austi Parkway, Suite 300
Las Vegas, NV 89119
Phone: 800-785-7782
Email: info@pacificstocktransfer.com
Exhibit (a)(5)(B)
Dalliance Services Company Announces Cash Tender Offer for Class B Shares and American Depositary Shares of QIWI PLC
Nicosia, Cyprus – November 25, 2022 — Dalliance Services Company, a corporation incorporated under the laws of the Marshall Islands (the “Offeror”) and wholly owned by Sergey Solonin, the controlling shareholder and chairman of the board of directors of QIWI PLC, a company formed under the laws of Cyprus (the “Company”) has launched a tender offer (the “Offer”) to purchase 5,000,000 of the Company’s Class B ordinary shares having a nominal value EUR 0.0005 per share (each, a “Share,” and collectively, the “Shares”) and the Company’s Shares represented by American Depositary Shares, each representing a Share (each an “ADS” and collectively, the “ADSs”) at a price of $2.00 per Share (including Shares represented by ADSs), less any applicable withholding taxes and without interest, until 12:00 Midnight, New York City time, on December 22, 2022, unless further extended in accordance with the applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”).
The Offer is being made pursuant to the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Tender Offer Statement”) filed by the Offeror and Sergey Solonin with the SEC on November 25, 2022, as amended or supplemented from time to time.
Additional Information and Where to Find it.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offering, solicitation, or sale would be unlawful.
The Offer is being made pursuant to a Tender Offer Statement on Schedule TO (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) filed by the Offeror and Sergey Solonin with the SEC on November 25, 2022, as amended or supplemented from time to time. Holders of Shares and Shares represented by ADSs are urged to read these documents carefully (as each may be amended or supplemented from time to time) because they contain important information that holders of Shares and Shares represented by ADSs should consider before making any decision regarding tendering their Shares and Shares represented by ADSs. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, will be made available to all holders of Shares at no expense to them. The tender offer materials will be made available for free at the SEC’s website at www.sec.gov.
For more information, contact:
Alliance Advisors, LLC
(877) 587-1963
QIWI@allianceadvisors.com
Exhibit (a)(5)(C)
Email Template to Holders of Shares and Shares represented by ADSs
Dear [_________],
Re: Class B Shares and American Depository Shares of QIWI Plc - CUSIP: 74735M108
This email is regarding your Class B ordinary shares (Shares) or American Depository Shares representing Shares (ADSs) of QIWI plc. Please note there is a third-party voluntary cash tender offer for the Shares and ADSs expiring on December 22, 2022 at a purchase price of $2.00 per Share or Share represented by ADSs. If you wish to participate, please contact your broker.
The Offer is being made pursuant to a Tender Offer Statement on Schedule TO (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) filed by Dalliance Services Company, a corporation incorporated under the laws of the Marshall Islands, and Sergey Solonin with the United States Securities and Exchange Commission on November 25, 2022, as amended or supplemented from time to time. Holders of Shares or Shares represented by ADSs are urged to read these documents carefully (as each may be amended or supplemented from time to time) because they contain important information that holders of Shares and Shares represented by ADSs should consider before making any decision regarding tendering their Shares and Shares represented by ADSs. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, will be made available to all holders of Shares at no expense to them. The tender offer materials will be made available for free at the SEC’s website at www.sec.gov.
For More Information
For assistance or to ask any questions, please email Alliance Advisors, the Information Agent, at qiwi@allianceadvisors.com or call at 877-587-1963 between the hours of 9am and 5pm, Monday through Friday.
This e-mail shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offering, solicitation, or sale would be unlawful.
How to Tender Shares to the Offer
If your Shares or ADSs are held in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee in order to tender your Shares or ADSs. It is likely that the nominee will establish an earlier deadline for you to act to instruct the nominee to accept the Offer on your behalf.
To prevent any more emails, please contact us at the above details, and we will remove you from any future communications.
Kind Regards
Alliance Advisors
Information Agent
Exhibit (a)(5)(D)
Text Message Template to Holders of Shares and Shares represented by ADSs
This is a reminder text regarding your Class B shares (Shares) or American Depository Shares (ADSs) of QIWI plc. Please note that there is a third-party voluntary cash tender offer for the Shares and ADSs expiring on December 22, 2022, pursuant to a Schedule TO filed with the Securities and Exchange Commission. If you wish to participate, please contact your broker. CUSIP Reference: 74735M108
For assistance or to ask any questions, please email Alliance Advisors, the information agent for the tender offer, at qiwi@allianceadvisors.com or call at 877-587-1963 between the hours of 9am and 5pm ET, Monday through Friday.
Important information about the Offer is available on the SEC’s EDGAR website here: [Hyperlink to Schedule TO filing]
To prevent any more texts, please contact us at the above details, and we will remove you from any future communications.
Thank you
Alliance Advisors
Exhibit 107
Calculation of Filing Fee Tables
Schedule TO-T
(Form Type)
QIWI PLC
(Name of Subject Company (Issuer))
Dalliance Services Company
(Name of Filing Person (Offeror))
Sergey Solonin
(Name of Filing Persons (Affiliate of Offeror))
Table 1: Transaction Valuation
Transaction Valuation | Fee Rate | Amount of Filing Fee | ||||||||||
Fees to Be Paid | $ | 10,000,000 | (1) | 0.0001102 | $ | 1,102.00 | (2) | |||||
Fees Previously Paid | $ | - | ||||||||||
Total Transaction Valuation | $ | 10,000,000 | (1) | |||||||||
Total Fees Due for Filing | $ | 1,102.00 | ||||||||||
Total Fees Previously Paid | $ | - | ||||||||||
Total Fee Offsets | $ | - | ||||||||||
Net Fee Due | $ | 1,102.00 |
(1) | Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase for not more than $10.0 million in aggregate value of Class B ordinary shares of QIWI PLC. |
(2) | The amount of the filing fee, calculated in accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as amended, equals $110.20 per $1,000,000 of the value of the transaction. |