Issuer Free Writing Prospectus dated June 16, 2014
Supplementing the Preliminary Prospectus dated June 9, 2014
Registration Statement No. 333-196626
QIWI plc
Pricing Term Sheet—June 16, 2014
7,973,330 Class B Shares Represented by
American Depositary Receipts Evidencing American Depositary Shares
| Issuer: | QIWI plc | |||
| Stock Symbol / Exchange: | QIWI / Nasdaq Global Select Market and MICEX | |||
| Price to Public: | $40.00 per ADS | |||
| ADSs: | Each ADS represents one class B share | |||
| ADSs Offered: | ||||
By the Company | 1,993,330 ADSs | |||
By the Selling Shareholders | 5,980,000 ADSs | |||
| ADSs Outstanding Immediately After This Offering: | 31,034,245 ADSs | |||
| Ordinary Shares Outstanding Immediately After This Offering: | Ordinary shares comprising (i) 23,118,646 class A shares, and (ii) 31,080,360 class B shares | |||
| Option to Purchase Additional ADSs: | 1,196,000 ADSs (299,000 ADSs from the Company and 897,000 ADSs from the selling shareholders) | |||
| Underwriting Discount: | $9.6 million (or approximately $11.0 million if the underwriters’ option to purchase additional class B shares is exercised) | |||
| Net Proceeds to the Company (After Deducting the Underwriting Discount and Estimated Net Offering Expenses): | $76.1 million (or approximately $87.7 million if the underwriters’ option to purchase additional class B shares is exercised) | |||
| Trade Date: | June 17, 2014 | |||
| Closing Date: | June 20, 2014 | |||
| CUSIP: | 74735M108 | |||
| Underwriters: | Name | No. of ADSs | ||
| Credit Suisse Securities (USA) LLC | 6,298,931 | |||
| VTB Capital plc (1) | 877,066 | |||
| William Blair & Company, L.L.C. | 398,666 | |||
| GPB-Financial Services Ltd (2) | 159,467 | |||
| Atonline Limited (2) | 239,200 | |||
| (1) | Any offers and sales of ADSs by VTB Capital plc in the United States will be made through its U.S. registered broker-dealer, VTB Capital Inc. |
| (2) | Atonline Limited and GPB-Financial Services Ltd are not U.S. registered broker-dealers and are not making offers or sales of ADSs in the United States. Any offers and sales of ADSs in the United States will be made through one or more U.S. registered broker-dealers. |
The issuer has filed a registration statement (including a prospectus) dated June 9, 2014 with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Copies of the prospectus relating to this offering may also be obtained by contacting Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, (800) 221-1037.
This term sheet shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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