This Amendment No. 3 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 25, 2022, as amended on December 9, 2022 and December 22, 2022 (the “Schedule TO”), relating to the offer 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, a company formed under the laws of Cyprus (the “Company”), to 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”) at a price of $2.00 per Share (including Shares represented by ADSs), to the seller in cash, less any applicable withholding taxes and without interest, 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”), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B), in each case as they may be amended and supplemented from time to time (collectively, the “Offer”).
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO. All capitalized terms used in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 are hereby amended and supplemented by adding the following text:
The Offer and withdrawal rights expired at 12:00 Midnight, New York City time, at the end of the day on December 22, 2022. Pacific Stock Transfer Company, the depositary for the Offer, has advised the Offeror and Mr. Solonin that, as of the expiration of the Offer, a total of 2,437,659 Shares (including Shares represented by ADSs) had been validly tendered and not withdrawn from the Offer. All conditions to the Offer having been satisfied or waived, the Offeror has accepted for payment and will promptly pay for the Shares (including Shares represented by ADSs) validly tendered into and not properly withdrawn from the Offer. Following the purchase of the Shares (including Shares represented by ADSs) pursuant to the Offer, the Offeror will own approximately 14.0% of the outstanding Shares (including Shares represented by ADSs), representing 4.7% of the Company’s voting power, and Mr. Solonin will hold 10,413,510 of the Company’s Class A ordinary shares and beneficially own 7,299,049 Shares (including Shares represented by ADSs), together representing 71.2% of the Company’s voting power.
The press release announcing the results of the Offer is attached as Exhibit (a)(5)(F) to the Schedule TO and is incorporated herein by reference.
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(F) Press Release, dated December 23, 2022.
