United States securities and exchange commission logo
December 15, 2022
Alexey Mashchenkov
Chief Financial Officer
QIWI PLC
Kennedy 12, Kennedy Business Centre
P.C. 1087
Nicosia, Cyprus
Re: QIWI PLC
Form 20-F for
Fiscal Year Ended December 31, 2021
Filed April 29,
2022
File No. 001-35893
Dear Alexey Mashchenkov:
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 within ten business days 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.
Form 20-F for Fiscal Year Ended December 31, 2021
D. Risk Factors, page 7
1. We note you provide a
number of financial services functions and have assets in
Russia. Consider
disclosing the risk that the Russian government may nationalize your
assets and quantify the
potential impact to your financial statements, if material.
Alexey Mashchenkov
FirstName
QIWI PLC LastNameAlexey Mashchenkov
Comapany15,
December NameQIWI
2022 PLC
December
Page 2 15, 2022 Page 2
FirstName LastName
Risks Relating to Current Geopolitical Environment
The conflict between Russia and Ukraine, and particularly its 2022 escalation,
the U.S., EU, UK
and other countries' sanctions that have..., page 9
2. We note your disclosure on page 11 that two of your former directors,
Nadiya Cherkasova
and Elena Titova, have been designated under US and EU sanctions.
Please explain
whether and how the sanctions imposed on these individuals, and in the
case of Elena
Titova her immediate resignation as a director following her
designation as a sanctioned
person, had or may have a material impact on your business.
Trading in our ADSs has been halted by Nasdaq and there can be no assurance
when or if it will
resume, while trading in our ADSs on the..., page 12
3. We note your disclosure that trading in your ADSs has been halted.
Please describe any
corollary impacts associated with the trading halt. For example,
describe whether such
trading suspension may trigger default or redemption rights associated
with existing debt.
Risks Relating to Our Business and Industry
Unauthorized or improper disclosure of data, whether through cybersecurity
breaches, computer
viruses or otherwise, could expose us to..., page 28
4. We note your risk factor that you may be subject to cyberattacks. To
the extent material,
disclose any new or heightened risk of potential cyberattacks by state
actors or others
since Russia s invasion of Ukraine and whether you have taken
actions to mitigate such
potential risks. Additionally, if there have been more recent
cyberattacks since your last
disclosed event that occurred in January 2014, please revise to state
as much and update
your risks to reflect your current status.
B. Business Overview
Employees, page 73
5. Please disclose whether you continue to pay employees in Russia,
including a discussion
of whether they continue to engage in work for you and whether you
have a legal
obligation to continue to pay employees regardless of work status.
6. Please disclose any material risks posed to your business directly or
indirectly due to
having most of your employees located in Russia, for example relating
to security, internet
accessibility, or other infrastructure concerns. In addition, disclose
steps you have taken or
may take to address these risks, such as relocating personnel to other
geographic regions.
Item 5. Operating and Financial Review and Prospects, page 80
7. We note that a portion of your operations or those of companies with
which you do
business is conducted through kiosks located in Russian and
Kazakhstan. Please describe
the direct or indirect impact of Russia s invasion of Ukraine on
your business. In
addition, please also consider any impact:
Alexey Mashchenkov
QIWI PLC
December 15, 2022
Page 3
resulting from sanctions, limitations on obtaining relevant
government approvals,
currency exchange limitations, or export or capital controls,
including the impact of
any risks that may impede your ability to sell assets located in
Russia, Belarus, or
Ukraine, including due to sanctions affecting potential
purchasers;
resulting from the reaction of your investors, employees,
customers, and/or other
stakeholders to any action or inaction arising from or relating
to the invasion,
including the payment of taxes to the Russian Federation; and
that may result if Russia or another government nationalizes
your assets or operations
in Russia, Belarus, or Ukraine. If the impact is not material,
please explain why.
Operating Measures
Impact of geopolitical developments in Russia and related sanctions, page 87
8. Please disclose any known trends or uncertainties that have had or are
reasonably likely to
have a material impact on your cash flows, liquidity, capital
resources, cash requirements,
financial position, or results of operations arising from, related to,
or caused by the global
disruption from Russia s invasion of Ukraine and related sanctions.
Expand your
discussion of the impacts to your B2B operations that have been
negatively impacted by
the sanctions and how the banning of certain Russian bank from the
SWIFT payment by
the European Union has impacted the following:
Digital commerce due to limitations on cross border
transactions;
CONTACT money remittances business, due to limitations
introduced on
international money transfers;
The Flocktory business, due to the exit of certain Western
businesses;
MasterCard and Visa suspending membership of all their Russian
members,
including QiWi bank.
General
9. To the extent material, please disclose the risk that you may suffer
reputational damage
arising from your ongoing operations in Russia during the ongoing
conflict between
Russia and Ukraine, which could negatively impact the overall demand
for your services,
including your ongoing operations or your results of operations.
10. Please describe the extent and nature of the role of the board of
directors in overseeing
risks related to Russia s invasion of Ukraine. This could include
risks related to
FirstName LastNameAlexey Mashchenkov
cybersecurity, sanctions, employees based in affected regions, and
supply
Comapany NameQIWI PLC providers in affected regions as well as risks
connected with
chain/suppliers/service
ongoing
December or halted
15, 2022 Page operations
3 or investments in affected regions.
FirstName LastName
Alexey Mashchenkov
FirstName
QIWI PLC LastNameAlexey Mashchenkov
Comapany15,
December NameQIWI
2022 PLC
December
Page 4 15, 2022 Page 4
FirstName LastName
11. We note your disclosure on page 9 that a number of Russian banks, for
example Sberbank
and Alfa-Bank, are now subject to US and EU sanction regimes. However,
we also note
that on page 63, and elsewhere in the filing, that as of December 31,
2021 you were still
processing funds for most major Russian retail banks. Please clearly
disclose whether you
are currently still accepting or processing payments for any now
sanctioned entities and
update your risk factors as appropriate.
12. Please disclose any material reputational risks that may negatively
impact your business
associated with your response to the Russian invasion of Ukraine, for
example in
connection with action or inaction arising from or relating to the
conflict.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Cara Wirth at 202-551-7127 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services