Exhibit (a)(1)(ii)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about what action to take, you should immediately consult your stockbroker, bank manager, lawyer, accountant or other professional or investment advisor.
If you have sold all your Class B Shares, please send this Form of Acceptance together with the enclosed Instrument of Transfer and other accompanying documents, including your stock certificate, if applicable, as soon as possible to the Offerors or to the stockbroker, bank or other agent through whom the sale was affected for transmission to the Offerors.
This document should be read in conjunction with the Offer to Purchase dated June 16, 2017 (the “Offer to Purchase”). All the definitions used in the Offer to Purchase apply in this Form of Acceptance. All terms and conditions contained in the Offer to Purchase applicable to the Offer for Class B Shares are deemed to be incorporated in and form part of this Form of Acceptance.
FORM OF ACCEPTANCE
To Tender Class B Shares
of
QIWI PLC
Pursuant to the Offer to Purchase
dated June 16, 2017
by
OTKRITIE HOLDING JSC
and
OTKRITIE INVESTMENTS CYPRUS LIMITED
THIS FORM OF ACCEPTANCE OF THE OFFER MUST BE RECEIVED BY COMPUTERSHARE TRUST COMPANY, N.A., AS RECEIVING AGENT, BY MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JULY 14, 2017 (THE “EXPIRATION TIME”) (I.E., THE LAST MOMENT OF THE DAY OF JULY 14, 2017), UNLESS THE OFFER IS EXTENDED. |
There will be no guaranteed delivery process available to tender Class B Shares.
The Receiving Agent is:
COMPUTERSHARE TRUST COMPANY, N.A.
For Overnight Mail: Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer 250 Royall Street Suite V Canton, MA 02021 | For Mail: Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 |
THIS FORM OF ACCEPTANCE IS TO BE USED ONLY FOR TENDERING CLASS B SHARES (AS DEFINED BELOW). DO NOT USE THIS FORM OF ACCEPTANCE FOR ANY OTHER PURPOSE.
Action to be taken to accept the Offer
Please read the detailed instructions on how to complete this Form of Acceptance. This Form of Acceptance should only be used to accept the Offer if you are a registered holder of Class B Shares of Qiwi plc (“QIWI”).
If you are a holder of ADSs, you will receive and should complete a Letter of Transmittal and related documents in accordance with the instructions set out therein.
If you wish to accept the Offer, please follow the instructions set forth in the Offer to Purchase and send this Form of Acceptance and the enclosed Instrument of Transfer, duly completed and signed, together with your stock certificate, if applicable, and all other documentation that the Receiving Agent might request to the Receiving Agent at one of the addresses set forth on the back cover of the Offer to Purchase, by no later than the Expiration Time on the Expiration Date, unless the Offer is extended.
Your acceptance of the Offer is on the terms and subject to the conditions contained in the Offer to Purchase and in this Form of Acceptance. In the event of an inconsistency between the terms and procedures in this Form of Acceptance and the Offer to Purchase, the terms and procedures in the Offer to Purchase shall govern.
If you have any questions as to how to complete this Form of Acceptance and the enclosed Instrument of Transfer, please contact Innisfree M&A Incorporated, the Information Agent, at (888) 750-5834 (Toll-Free), and banks and brokers at (212) 750-5833.
Representations and Warranties
By signing this Form of Acceptance you agree that you irrevocably undertake, represent and warrant to and with the Offerors the following:
(a) the presentation of this Form of Acceptance constitutes (i) an acceptance of the Offer with respect to the number of Class B Shares indicated herein, (ii) a commitment to present any document and to take any other steps necessary to allow the Offerors to consummate the transfer of ownership of the Class B Shares, subject to the terms and conditions established in the Offer to Purchase and in this Form of Acceptance and (iii) with the exception of the withdrawal rights of the tendering holders of Class B Shares, an irrevocable tender of the Class B Shares in the Offer;
(b) you are the owner of the Class B Shares indicated on this Form of Acceptance and you have full authority and rights to deliver, sell and transfer such Class B Shares and rights inherent hereto to the Offerors;
(c) the tendered Class B Shares are tendered free and clear from all liens, titles, charges, privileges and/or encumbrances, and together with all the rights which they grant or may grant in the future, including the rights to vote and the right to receive any distribution or dividend (as described in the Offer to Purchase);
(d) you undertake to ratify any and all of the acts or procedures that may be performed or effected by the Offerors or any of their respective directors or agents or QIWI or any of its agents, as the case may be, in the exercise of any of its or their respective powers and/or authorizations in virtue hereof;
(e) you accept that the Offerors seek to acquire the Class B Shares together with all economic and voting rights, including rights to receive any distribution or dividend declared on or after the date of the Offer to Purchase. Accordingly, if on or after the date hereof QIWI should declare or pay any distribution or dividend on, or issue any right with respect to, the Class B Shares that are payable or distributable to stockholders of record on a date prior to the transfer to the name of the Offerors on QIWI’s stock transfer records of Class B Shares that are purchased pursuant to the Offer, then (i) the Offer Price payable by the Offerors per Class B Share in the Offer will be reduced to the extent such distribution or dividend are payable in cash and (ii) any non-cash distribution or dividend received and held by a tendering holder shall be required to be promptly remitted and transferred to the Receiving Agent for the account of the Offerors accompanied by appropriate documents of transfer. Pending such remittance, the Offerors will be entitled to all rights and privileges, as owner of any such non-cash distribution or dividend and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by the Offerors in their sole discretion.
(f) you grant a power of attorney in favor of the Receiving Agent to receive such notifications, documents, or other communications to be sent to the holders of the tendered Class B Shares, to execute any documents necessary to receive, keep in custody and transfer the tendered Class B Shares and to exercise all other rights attaching to the tendered Class B Shares;
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(g) you have reviewed the Offer documents; you have not received from the Receiving Agent or the Information Agent any information or representations that are inconsistent with or differing from the information or representations contained in the Offer documents; and your decision to tender in the Offer has been based on your own analysis of QIWI and of the Offer, including the benefits and risks involved therein and you have not received any type of legal, business, financial, tax, and/or any other type of advice from the Offerors, the Receiving Agent, or the Information Agent and/or any of their parent, subsidiary, affiliated, or related entities; and
(h) all the information contained in this Form of Acceptance and the enclosed Instrument of Transfer is true and correct.
How to complete this Form of Acceptance | Please complete in BLOCK CAPITALS |
Do not detach any part of this Form of Acceptance |
1. | The Offer |
To tender in the Offer write in Box 1 the total number of Class B Shares which you wish to tender in the Offer. If no number, or a number greater than your entire holding of Class B Shares, is written in Box 1 and you have signed Box 2, the Offerors will deem that no Class B Shares have been tendered. To accept the Offer, complete Box 1 and Box 3 and, if applicable, Box 4, and sign Box 2 below.
BOX 1 |
Number of Class B Shares to be Tendered |
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2. | Signatures |
You must execute Box 2 and, in the case of a joint holding, arrange for the designated common representative to sign or, otherwise, all joint holders to do likewise. All signatures must be certified.
If you sign in a capacity other than that of a registered holder (e.g., under a Power-of-Attorney) please state the capacity in which you sign and send together with the Form of Acceptance an authorized copy of the Power-of-Attorney.
Sign at the appropriate spaces in Box 2 to accept the Offer.
BOX 2 | |
Execution by Individuals Signed and delivered as a deed by | Execution by a company Executed and delivered as a deed by |
In presence | |
(Name of record holder) | (Name of Company) |
(Signature of record holder) | |
(Taxpayer ID or SSN) | (Taxpayer ID) |
Signature: | |
(Representative) (Signature) | |
Full name: | |
Capicity: (Spouse/Representative) | |
(Representative) (Signature) | |
(The space above should be used to certify as appropriate) |
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3. | Name(s) and address |
Complete Box 3 with the full name and address of the sole or first named registered holder together with the names of all other joint holders (if any) in BLOCK CAPITALS.
Full name(s) and address
BOX 3 | ||
First registered holder | Joint registered holder | Joint registered holder |
1. First name(s) | 2. First name(s) | 3. First name(s) |
(Mr. Mrs. Miss. Title) | (Mr. Mrs. Miss. Title) | (Mr. Mrs. Miss. Title) |
Last name: | Last name: | Last name: |
Address | Address | Address |
Zip code | Zip code | Zip code |
Taxpayer ID or SSN: | Taxpayer ID or SSN: | Taxpayer ID or SSN: |
Signature | Signature | Signature |
Full name: | Full name: | Full name: |
Capacity (Spouse Representative) | Capacity (Spouse Representative) | Capacity (Spouse Representative) |
Joint registered holder(s) | ||
4. First name(s) | 5. Corporation(s) | |
(Mr. Mrs. Miss. Title) | ||
Last name: | Name: | |
Address | Address | |
Zip code | Zip code | |
Taxpayer ID or SSN: | Taxpayer ID: | |
Signature | ||
Full name: | ||
Capacity (Spouse Representative) |
4. Payment.
Upon the compliance of all the terms and conditions set forth in the Offer, you hereby instruct the Receiving Agent to make the payment of consideration in respect of the tendered Class B Shares (see Box 1) pursuant to the Offer by a check issued to the order of the person, and to be mailed to the address, indicated in Box 3 for the sole or first named registered holder.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Form of Acceptance must be guaranteed by a financial institution (which includes most commercial banks, savings and loan associations and brokerage houses) that is a participant in good standing in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program or any other “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each of the foregoing, an “Eligible Institution”). Signatures on this Form of Acceptance need not be guaranteed (a) if this Form of Acceptance is signed by the registered holder(s) of the Class B Shares tendered herewith or (b) if the Class B Shares are tendered for the account of an Eligible Institution. See Instruction 7.
2. Delivery of Form of Acceptance. This Form of Acceptance is to be completed by holders of Class B Shares. If Class B Shares are tendered to the Receiving Agent in multiple deliveries, a properly completed and duly executed Form of Acceptance (or an originally signed facsimile thereof) must accompany each such delivery.
The method of delivery of this Form of Acceptance, the Instrument of Transfer and all other required documents, including your stock certificate, if applicable, is at the sole option and risk of the tendering holders of Class B Shares, and the delivery will be deemed delivered only when actually received by the Receiving Agent. If delivery is by mail, registered mail (with return receipt requested) and proper insurance is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
3. Instrument of Transfer. In order to tender all or any portion of your Class B Shares, you must properly complete and duly execute the enclosed Instrument of Transfer as transferor, and send it together with this Form of Acceptance and the other accompanying documents. These materials, including the Instrument of Transfer, must reach the Receiving Agent prior to the Expiration Time.
4. Proration. If more than the Maximum Securities (as defined in the Offer to Purchase) are properly and timely tendered and not properly withdrawn prior to the Expiration Time, the Offerors will, upon the terms and subject to the conditions of the Offer, purchase up to the Maximum Securities on a pro rata basis (with adjustments to avoid purchases of fractional shares).
5. Inadequate Space. If the space provided herein is inadequate, the number of Class B Shares and any other required information should be listed on a separate signed schedule attached hereto.
6. Partial Tenders. If fewer than all of the Class B Shares held by a registered holder of Class B Shares (i.e., held directly on the books of QIWI) are to be tendered, fill in the number of Class B Shares to be tendered in the box entitled “Number of Class B Shares to be Tendered.” In such case, new share certificates evidencing the remainder of the Class B Shares will be sent to the person(s) signing this Form of Acceptance, unless otherwise provided in the box entitled “Name(s) and address” on this Form of Acceptance, as soon as practicable after the date on which such Class B Shares are purchased in the Offer. All the Class B Shares held in registered form directly on the books of QIWI by a holder delivering this Form of Acceptance to the Receiving Agent will be deemed to have been tendered unless otherwise indicated.
7. Signatures on Form of Acceptance, Stock Powers and Endorsements. If any of the Class B Shares tendered hereby is owned of record by two or more joint holders, all such holders must sign this Form of Acceptance . If any of the Class B Shares tendered in the Offer is registered in different names, it will be necessary to complete, sign and submit as many separate Forms of Acceptance as there are different registrations of such Class B Shares.
If this Form of Acceptance or any stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Offerors of their authority to act must be submitted.
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8. Stock Transfer Taxes. The registered holder(s) of the Class B Shares listed and transmitted hereby must pay any stock transfer taxes (a) with respect to the transfer of Class B Shares and (b) if Class B Shares not tendered or purchased in the Offer are to be registered in the name of any person(s) other than the registered holder(s), with respect to the transfer to such person(s). Any such stock transfer taxes (whether imposed on the registered holder(s) or any other person(s)) will be deducted from the Offer Price, unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. Except as otherwise provided in this Instruction 8, it will not be necessary for transfer tax stamps to be affixed to the Class B Shares listed and transmitted hereby.
9. Waiver of Conditions. The Offerors, in accordance with the terms set forth in the Offer to Purchase, have reserved the right to waive all or any of the Conditions to the Offer described in “The Offer—Section 14—Conditions to the Offer” in the Offer to Purchase, in whole or in part, prior to the Expiration Time on the Expiration Date, as may be extended.
10. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase or this Form of Acceptance may be directed to the Information Agent at the addresses and telephone numbers set forth on the back cover of this Form of Acceptance.
11. Holders of Class B Shares. This Form of Acceptance cannot be used to tender Class B Shares represented by ADSs. If you hold Class B represented by ADSs, you can only tender such ADSs in the Offer by following the instructions in “The Offer—Section 3—Procedures for Tendering Securities” in the Offer to Purchase. Please refer to the Offer to Purchase for more information and contact the Information Agent with any questions.
12. U.S. Information Reporting and U.S. Backup Withholding. Payments made to holders of Class B Shares may be subject to U.S. information reporting and U.S. backup withholding of U.S. federal income tax, currently at a rate of twenty-eight percent (28%). Certain holders are not subject to these U.S. information reporting and U.S. backup withholding requirements. To avoid U.S. backup withholding, U.S. Holders (as defined in “The Offer—Section 5—Taxation” in the Offer to Purchase) that do not otherwise establish an exemption should complete and return an Internal Revenue Service (“IRS”) Form W-9, certifying that the U.S. Holder is a U.S. person, that the taxpayer identification number provided is correct, and that the U.S. Holder is not subject to U.S. backup withholding. Failure to provide the correct information on the Form W-9 may subject the tendering U.S. Holder to a $50.00 penalty imposed by the IRS. Holders that are non-U.S. persons may be required to complete and submit an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS W-8 Form, signed under penalties of perjury, attesting to the holder’s foreign status. IRS forms may be obtained from the IRS website at www.irs.gov.
13. Withdrawal Rights. Tenders of Class B Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Time on the Expiration Date, as may be extended.
To withdraw Class B Shares, you must deliver a written notice of withdrawal, or a facsimile of one, which includes the required information, to the Receiving Agent while you have the right to withdraw the Class B Shares. The notice must specify the name of the person who tendered the Class B Shares to be withdrawn, the number of Class B Shares to be withdrawn and the name of the registered holder of the Class B Shares if different from that of the person who tendered such Class B Shares. In addition, if share certificate(s) have been delivered to the Receiving Agent, such notice must specify the serial number(s) shown on the share certificate(s) to be withdrawn. The notice of withdrawal must be signed by the same person who signed the relevant Form of Acceptance. If you tendered Class B Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange to withdraw the Class B Shares. Withdrawals may not be rescinded, and Class B Shares withdrawn will thereafter be deemed not properly and timely tendered. However, withdrawn Class B Shares may be retendered at any time before the Expiration Time by again following any of the procedures described in “The Offer—Section 3—Procedures for Tendering Securities” in the Offer to Purchase.
14. No Guaranteed Delivery. The Offerors are not providing for a guaranteed delivery procedure; therefore, you may not accept the Offer by delivery of a notice of guaranteed delivery. The only method for accepting the Offer is the procedure described above and in “The Offer—Section 3—Procedures for Tendering Securities” in the Offer to Purchase.
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All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Offerors, in their sole discretion, subject to applicable law, which determination shall be final and binding. None of the Offerors, the Receiving Agent, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.
Important: This Form of Acceptance, together with the Instrument of Transfer and other accompanying documents, must be received by the Receiving Agent prior to the Expiration Time on the Expiration Date, as may be extended.
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