QIWI plc (NASDAQ and MOEX: QIWI) (“QIWI” or the “Company”), a
leading provider of cutting-edge payment and financial services in
Russia and the CIS, today announced that the terms of the Tender
Offer filed by Dalliance Services Company on July 7, 2022, have
been revised.
As a result, on July
19, 2022, the previous Issuer Tender Offer to Purchase subject to
Rule 13e-4 promulgated under the Securities Exchange Act of 1934
(the “Exchange Act”) was terminated and replaced by the new Offer
to Purchase (the “Offer”) as a third-party tender offer with the
new terms and subject to Regulation 14D and 14E promulgated under
the Exchange Act.
The
Offeror
According to the offer document, the Offer was
filed by Dalliance Services Company, a corporation incorporated
under the laws of the Marshall Islands (the “Offeror”), and Sergey
Solonin, the controlling shareholder and Chairman of the Board of
Directors of QIWI PLC. The offer document highlights that the
Offeror is wholly owned by Mr. Solonin.
Key
terms
As indicated in the offer documentation, the
Offer is made with respect to up to 10,000,000 of Class B Ordinary
Shares (the “Shares”) or Shares represented by American Depositary
Shares (the “ADSs”), at the purchase price of $2.50 per Share in
cash, less any applicable withholding taxes and without interest.
It is also stated in the Offer, if the Offer is fully subscribed
and the Offeror may elect to exercise an option to increase the
number of Shares accepted for payment in the Offer by no more than
2% of the outstanding Shares without extending the expiration time,
in which case the Offeror may purchase up to 11,045,989 Shares.
The Offer is not subject to a financing
condition but is subject to a number of other conditions outlined
in the offer document.
Expiration
time
According to the offer document, the Offer and
withdrawal rights will expire at 12:00 midnight, New York City
time, at the end of the day on August 15, 2022, unless the Offer is
extended, which the Offeror may elect to do in its sole discretion.
The Offeror indicated that it does not currently anticipate that
there will be a subsequent offering period.
The
Information Agent for the Offer and contact details
For additional information, the Offeror directs
shareholders to contact Alliance Advisors, LLC, the Information
Agent for the Offer by phone toll-free at 877-587-1963, or by email
at QIWI@allianceadvisors.com
It is important that you read the offer
documentation carefully and in full. For full details of the Offer
and the documentation related thereto, please refer to the Schedule
TO-T, dated July 19, 2022, filed by Dalliance Services Company on
the U.S. Securities Exchange Commission’s EDGAR disclosure system,
which can be found at www.sec.gov.
Position of
the Company and the Board on the Offer
The Company and its Board of Directors have not
expressed any position on the Offer. We will make appropriate
disclosures with respect to the Offer after due and careful
consideration, including a thorough review of the terms and
conditions of the revised Offer.
QIWI is not selling or buying any shares in the
offering and will not spend or receive any funds from the
offering.
About QIWI plc.
QIWI is a leading provider of cutting-edge
payment and financial services in Russia and the CIS. 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. We offer a wide range of products
under several directions: QIWI payment and financial services
ecosystem for merchants and B2C clients across digital use-cases,
ROWI digital structured financial products for SME, and several
other startups.
For the FY 2021 QIWI had revenue of RUB 41.1
billion and an Adjusted EBITDA of RUB 13.2 billion. QIWI's American
depositary shares are traded on the NASDAQ and Moscow Exchange
(ticker: QIWI).
For more information,
visit investor.qiwi.com.
Forward-Looking Statements
The information contained in this communication
is as of July 19, 2022. QIWI assumes no obligation to update
forward-looking statements contained in this communication as the
result of new information or future events or developments, except
as may be required by law. This communication contains
forward-looking information related to QIWI and the proposed Offer
that involves substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements. Forward-looking statements in this
communication include, among other things, statements about the
Offeror’s option to exercise an option to increase the number of
Shares accepted for payment in the Offer by no more than 2% of the
outstanding Shares without extending the expiration time and the
satisfaction of the conditions for the Offer.
Descriptions of risks and uncertainties relating
to QIWI can be found in QIWI’s Registration Statement on Form F-3,
as amended, Annual Report on Form 20-F and in other reports QIWI
files with the SEC, all of which are available at www.sec.gov and
https://investor.qiwi.com/.
Additional Information and Where to Find
It
ALL INFORMATION RELATING TO THE OFFER
HAS BEEN EXTRACTED FROM THE OFFER MATERIALS, INCLUDING THE TENDER
OFFER STATEMENT ON SCHEDULE TO AND THE OFFER TO PURCHASE, AND
NEITHER THE COMPANY, ITS BOARD OR MANAGEMENT HAVE INDEPENDENTLY
VERIFIED THIS INFORMATION. NEITHER QIWI, NOR ITS BOARD OR ITS
MANAGEMENT BEAR ANY RESPONSIBILITY FOR THE ACCURACY OF THE
INFORMATION RELATED TO THE OFFER.
This communication is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell shares of QIWI, nor is it a substitute for any tender
offer materials that Dalliance Services Company or QIWI have filed
with the SEC. Dalliance Services Company and Sergey Solonin has
filed a Tender Offer Statement on Schedule TO with the SEC
containing an offer to purchase up to 10,000,000 of QIWI's Class B
Ordinary Shares (including Class B Ordinary Shares represented by
American Depositary Shares) for $2.50 per Share. QIWI will file its
statement in response to the Offer on Schedule 14D-9 (the
“Statement”) with the SEC within the period required under
applicable SEC rules.
QIWI’S SHAREHOLDERS ARE URGED TO READ THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT
TO THE TENDER OFFER.
The Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Statement, have been sent to or will be made available, as
applicable, to all shareholders of QIWI at no expense to them. The
Tender Offer Statement is available for free at the SEC’s website
at www.sec.gov. Additional copies may be obtained for free by
contacting Alliance Advisors, LLC, information agent for the Offer,
at 200 Broadacres Drive, Bloomfield, New Jersey 07003, or at +1
877-587-1963. Copies of the documents filed with the SEC by QIWI
will be available free of charge on QIWI’s internet website at
https://investor.qiwi.com/ and at SEC's website at www.sec.gov.
ContactInvestor
Relations+357.25028091ir@qiwi.com
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