United States securities and exchange commission logo
August 11, 2022
Drew Valentine
Partner
DLA Piper
303 Colorado Street
Suite 3000
Austin, Texas 78701
Re: QIWI PLC
Amended Schedule
TO-T
Filed August 8,
2022 by Sergey Solonin, et al.
File No. 005-87446
Dear Mr. Valentine:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms in the letter have the same meaning as in your offer
materials.
Amended Schedule TO-T filed August 8, 2022
General
1. We note your response
to comment 8. However, we continue to believe that bidder
financial statements
are material under the specific circumstances of this Offer. As you
know, Mr. Solonin and
Dalliance are not publicly-reporting entities and this is not a tender
offer for all
outstanding Shares. While Mr. Solonin already controls 66% of the voting
power of QIWI, he
currently owns only Class A Shares, but will hold up to 21% of the
Class B Shares that are
the subject of the Offer if it is fully subscribed. Your response
does not indicate what
percentage of Mr. Solonin's net worth derives from his ownership
interest in QIWI, but
the Offer materials note that he has derived a significant portion of
his wealth from his
interest in the Company. We direct your attention to Instruction 4 to
Item 10 of Schedule TO,
which relates to the financial statements that may be provided
Drew Valentine
DLA Piper
August 11, 2022
Page 2
for a natural person. Please revise the Offer to Purchase to provide
the financial statements
required by Item 10 for all bidders in the Offer.
2. We note the disclosure in the Schedule TO-T/A that the Company's Class
B Ordinary
Shares purchased as a result of the Offer may not be sold on MOEX due
to lingering
infrastructure issues (i.e., lack of cooperation between the Euroclear
and the Russian
National Settlement Depositary). However, later in the amended Offer
to Purchase, you
provide a closing price for the Company's ADSs on MOEX for July 18,
2022 and do not
mention trading limitations for Russians. Please revise to clarify,
including by clarifying
how long the "lack of cooperation" has impacted the trading of ADSs on
the MOEX by
Russian nationals such as Mr. Solonin.
3. Where you discuss how the Purchase Price was determined, revise to
identify the
"similarly situated issuers of securities" used by these bidders to
establish the Offer
consideration. In addition. describe the "recent market activity" for
such issuers used to
set the Purchase Price. If (as it appears from your disclosure) some
of the comparisons
were to trading prices on an exchange for shares that continue to
trade, versus a tender
offer such as this one, explain why the bidders determined that market
prices are
comparable to the price for a tender offer seeking a significant
portion of a class, when a
tender offer is typically made at a premium to the trading price for
the subject securities.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Michael Killoy at 202-551-7576 or
Christina Chalk at 202-
551-3263.
FirstName LastNameDrew Valentine Sincerely,
Comapany NameDLA Piper
Division of
Corporation Finance
August 11, 2022 Page 2 Office of
Mergers & Acquisitions
FirstName LastName