SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF A FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For January 29, 2018
QIWI plc
12-14 Kennedy Ave.
Kennedy Business Centre, 2nd Floor, Office 203
1087 Nicosia Cyprus
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
| Exhibits |
||
|
99.1 |
“QIWI Announces Extraordinary General Meeting of Shareholders” press release dated January 29, 2018 | |
| 99.2 | Extraordinary General Meeting of Shareholders 2018 – Notice for the convocation | |
| 99.3 | Report of the Board of Directors as of January 22, 2018 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| QIWI PLC (Registrant) | ||||||
| Date: January 29, 2018 | By: | /s/ Alexander Karavaev | ||||
| Alexander Karavaev | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
QIWI Announces Extraordinary General Meeting of Shareholders
NICOSIA, CYPRUS – January 29, 2018 – QIWI plc (Nasdaq: QIWI), (MOEX: QIWI) (“QIWI” or the “Company”) today announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) on Tuesday March 6, 2018, at 10:00 a.m. (Cyprus Time) at QIWI’s office located at 12 Kennedy Avenue, Kennedy Business Centre, 2nd floor, 1087, Nicosia, Cyprus.
Only shareholders of record at the close of business on January 29, 2018 are entitled to receive notice, attend and vote at the EGM and any adjourned meeting thereof. Holders of the Company’s American Depositary Shares (“ADS”) who wish to exercise their voting rights for the underlying shares must act through the depositary of the Company’s ADS program, The Bank of New York Mellon. Shareholders are cordially invited to attend the EGM.
At the EGM, the following item will be submitted for shareholders’ approval:
| 1. | to approve the disapplication of shareholders pre-emption rights in relation to a maximum of 8,500,000 class B shares for the purpose of issuance and allotment of new shares under the employee incentive programs. |
Further details on the agenda and procedural matters related to the EGM will be made available to the Company’s shareholders by the Company and the Company’s ADS holders through The Bank of New York Mellon.
Copies of certain materials related to the EGM, including Notice for the convocation of the EGM and Report of the Board of Directors are available on our website at http://investor.qiwi.com.
About QIWI plc.
QIWI is a leading provider of next generation payment services in Russia and the CIS. It has an integrated proprietary network that enables payment services across physical, online and mobile channels. It has deployed over 19.0 million virtual wallets, over 152,000 kiosks and terminals, and enabled merchants to accept over RUB 78 billion cash and electronic payments monthly from over 51 million consumers using its network at least once a month. QIWI’s consumers can use cash, stored value and other electronic payment methods to order and pay for goods and services across physical or online environments interchangeably.
Contact
Varvara Kiseleva
Investor Relations
+357.25028091
ir@qiwi.com
Exhibit 99.2
|
QIWI PLC 12 Kennedy Avenue, Kennedy
Business Centre, 2nd Floor, 1087-Nicosia, Cyprus |
NOTICE FOR THE CONVOCATION
OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF QIWI PLC
(the Company)
TO: All shareholders of QIWI plc
January 29, 2018
NOTICE IS GIVEN in accordance with the Regulations 54(a) and 55 of the Articles of Association of the Company (the Articles), that an EXTRAORDINARY GENERAL MEETING of shareholders of the Company (the Meeting) will be convened and held on March 06, 2018, at 10.00 a.m. (Cyprus time) at QIWI’s office, 12 Kennedy Avenue, Kennedy Business Centre, 2nd floor, P.C. 1087, Nicosia, Cyprus, for the purpose of taking into consideration the following matter and if thought proper approving the resolutions listed below:
PART A1
APPROVAL OF DISAPPLICATION OF SHAREHOLDERS PRE-EMPTION RIGHTS
WHEREAS, the shareholders have been provided with and have considered the report of the Board of Directors of the Company as of January 22, 2018, as attached in Annex A hereto, which recommends to approve the disapplication of the shareholders’ preemption rights in respect of 8,500,000 class B shares, including to the extent relevant any class B shares issued in the form of ADS, solely for the purpose of issuance and allotment of new shares under the employee incentive programs for a period of five (5) years with respect to certain future allotments of class B shares in the Company.
AND WHEREAS, according to the section 59A(1)(a) and 60B(5) of the Companies Law, Cap 113, the disapplication of pre-emption right has to be approved by both the holders of the relevant class of shares and the General Meeting.
THE FOLLOWING ORDINARY RESOLUTIONS ARE PROPOSED:
THAT the shareholders resolve to waive and hereby waive their pre-emption rights in relation to all new shares and/or other securities giving right to the purchase of shares in the Company or which are convertible into shares of the Company, as provided in Regulation 8(a) of the Company’s articles of association and sections 59A and 60B(5) of the Companies Law, Cap. 113, as amended, (the “Disapplication”) as follows:
| (a) | the Disapplication shall relate to a maximum of 8,500,000 class B shares, including to the extent relevant any class B shares issued in the form of ADS, solely for the purpose of issuance and allotment of new shares under the employee incentive programs; |
| (b) | the shares to be allotted thereunder shall be allotted at the discretion of the Board of Directors of the Company, at any time and from time to time to any person or persons and at any price provided that such price shall not be below the par value of such shares; |
| 1 | IMPORTANT NOTE: |
According to section 60(b)(5) of the Companies Law, Cap. 113, as amended, (the Law) the pre-emption right may not be restricted or excluded from the articles, unless by way of a resolution of the general meeting and the general meeting shall decide in accordance with the regulations set out in section 59A of the Law. Subject to section 59A(1)(a) of the Law, separate voting shall take place for each class of shares, the rights of which are affected by the change. Therefore, first, class A shareholders and class B shareholders shall vote separately and decide on proposed resolutions, and in case of their positive decision determined in accordance with section 59A(1)(b) of the Law, finally the General Meeting shall vote and take decision on proposed matters.
| (c) | the Disapplication shall be valid for a period of five (5) years starting from May 08, 2018, noting that it only relates to shares issued for cash consideration and further noting that the shareholders have no pre-emption rights with respect to shares issued for in kind consideration. |
THAT the shareholders hereby, pursuant to the Disapplication, grant authority to the Board to allot the shares of the Company noting that:
| (a) | the Board’s authority shall be valid for a period of five (5) years from May 08, 2018; and |
| (b) | the Disapplication only relates to shares issued for cash consideration noting that the shareholders have no pre-emption rights with respect to shares issued for in kind consideration. |
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PROXY:
A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to vote on his behalf, and such proxy need not be a shareholder of the Company.
A sample of the instrument appointing a proxy authorizing such proxy to attend the Meeting and to exercise discretion is enclosed herewith as Annex B.
A sample of the instrument appointing a proxy and authorizing such proxy to attend the Meeting and to vote on your behalf under your special instructions is enclosed herewith as Annex C.
The instrument appointing a proxy shall be in writing under the hand of the appointer or, if the appointer is a corporation, either under seal or under the hand of an officer.
NOTE: In the sample instrument of proxy the name of the Deputy CEO of the Company is inserted as proxy. The Deputy CEO of the Company will attend the Meeting. Accordingly, should you wish you may sign and deposit the instrument of proxy to attend the Meeting and vote on your behalf as you will specifically instruct on the instrument of proxy. The Deputy CEO of the Company will not vote for any matter on any shareholder’s behalf unless the proxy includes specific voting instructions.
Original of any instrument of proxy or its’ notarially certified copy shall be deposited at the registered office of the Company, for the attention of the Chairman of the Board of Directors/Secretary of QIWI plc:
| (a) | 12 Kennedy Avenue, Kennedy Business Centre, 2nd floor, 1087, Nicosia, Cyprus, |
and a copy of such instrument of proxy shall be delivered to the Company:
| (a) | by electronic mail, to corporatelawyer@qiwi.com, OR |
| (b) | by facsimile, to +357 22 76 09 18, |
BEFORE the time for holding the Meeting, i.e. by March 05, 2018, 10.00 a.m. (Cyprus time) (the “Cut Off Time”).
Proxies deposited after the Cut Off Time shall not be treated as valid.
Enclosed:
| 1. | Annex A – Report of the Board of Directors as of January 22, 2018. |
| 2. | Annex B – Sample of Proxy to exercise discretion. |
| 3. | Annex C – Sample of Proxy to vote under instructions. |
| Yours faithfully, |
|
|
| Boris Kim |
| The Chairman of the Board of Directors for and on behalf of QIWI plc |
Exhibit 99.3
ANNEX B
THE REPORT OF THE BOARD OF DIRECTORS AS OF JANUARY 22, 2018
TO THE SHAREHOLDERS OF
QIWI PLC
REPORT OF THE BOARD OF DIRECTORS OF QIWI PLC
DATED JANUARY 22, 2018
Nicosia, Cyprus
2018
QIWI plc
(the “Company”)
The present document (the “Board Report”) is drawn by the board of directors of the Company (the “Board”) with the purpose of setting out to the shareholders of the Company their reasoning for the proposed disapplication of the shareholders’ pre-emption rights as in accordance with sections 59A and 60B of the Cyprus Companies Act, Cap. 113 (the “Law”).
Legal and financial background
| 1. | Prior the Company’s Class B shares became listed on the NASDAQ Global Select Market and traded publicly in the form of the American Depositary Shares (the “ADS”) on the NASDAQ Global Select Market, the shareholders of the Company by way of ordinary resolution waived their pre-emption rights in relation to all new shares and/or other securities giving right to the purchase of shares in the Company or which are convertible into shares of the Company, as provided in Regulation 8(a) of the Company’s articles of association (the “Articles”) and sections 59A and 60B(5) of the Law (the “Disapplication”) as follows: |
| (a) | The Disapplication related to a maximum of 52,000,000 Class B shares; |
| (b) | The shares to be allotted thereunder should be allotted at the discretion of the Board, at any time and from time to time to any person or persons and at any price provided that such price should not be below the par value of such shares; |
| (c) | The Disapplication should be valid and the Board had been granted with authority to allot the shares of the Company for a period of five (5) years as from the date of closing of the Company’s initial public offering with a listing on the NASDAQ Global Select Market occurred on May 08, 2013 (the “Validity Term”), noting that the Disapplication only relates to shares issued for cash consideration and further noting that the shareholders have no pre-emption rights with respect to shares issued for in kind consideration. |
| 2. | The Disapplication will no longer be effective and shall expire on the last day of the Validity Term (the “Expiration Date”), which will restrict the Company’s flexibility in issuing new class B shares under employee incentive programs (the Employee Stok Option Plan 2012, the Restricted Stock Units Plan 2015 and the Employee Stock Option Plan 2017). |
| 3. | Without a waiver of pre-emption rights, the Company would be required to conduct rights offering in order to give the existing shareholders the opportunity to provide capital before it can access new investors. |
| 4. | Rights offerings in the US are generally associated with distressed companies and are therefore not perceived positively by US investors. |
The Board’s recommendations
| 5. | The Board notes that it is recommended herein that the pre-emption rights be dis-applied for the following main reasons: |
| (a) | To allow maximum flexibility to the Company to issue and allot class B shares under the employee incentive programs |
| (b) | Noting that the Company’s shares are listed on the NASDAQ Global Select Market and are traded among others by and between US investors, the Company would wish to avoid a rights offering given the negative perception it may give to US investors. |
| 6. | The Board therefore recommends to extend the Disapplication for a new term as follows: |
| (a) | The Disapplication shall relate to a maximum of 8,500,000 class B shares, including to the extent relevant any class B shares issued in the form of ADS, solely for the purpose of issuing and allotment of new shares under the employee incentive programs; |
| (b) | The shares to be allotted thereunder shall be allotted at any price at the discretion of the Board, provided that such price shall be not be below the par value; |
| (c) | The Disapplication shall be valid for a period of five (5) years as from the Expiration Date and it only relates to shares issued for cash consideration noting that the shareholders have no pre-emption rights with respect to shares issued for in kind consideration; |
| (d) | To recommend to the General Meeting that the authority to allot the shares pursuant to the Disapplication be conferred to the Board for a period of five (5) years as from the Expiration Date in accordance with Section 62 of the Law. |
| 7. | Having carefully considered the above, the Board considers it justified that the issue price of any shares allotted pursuant to the Disapplication as stated in paragraph 6 (b) above should be at par value or at any price in excess of the par value, as may be determined by the Board from time to time, in order to allow maximum flexibility to the Company to issue and allot shares under the employee incentive programs. |
| 8. | Bearing all the above in mind, the Board recommends to the shareholders of the Company that they proceed with the Disapplication of their pre-emption rights as stated in paragraph 6 above. |
| Signed on January 22, 2018 | ||
|
Boris Kim | ||
| The Chairman of the Board of Directors | ||
| QIWI plc | ||