Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments

Date: July 20, 2020

/s/ Varvara Kiseleva

Name: Varvara Kiseleva

Title: Interim Chief Financial Officer

6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

July 20, 2020

Commission File Number 001-35893

QIWI plc

Kennedy 12,

Kennedy Business Centre, 2nd Floor,

P.C. 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):

THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-235239) AND THE REGISTRATION STATEMENTS ON FORM S-8 (FILE NO. 333-190918; FILE NO. 333-212441) OF QIWI PLC AND IN THE OUTSTANDING PROSPECTUS CONTAINED IN SUCH REGISTRATION STATEMENTS.

EXPLANATORY NOTE

QIWI plc

On July 13, 2020 QIWI plc (“QIWI or the “Company) completed the previously announced sale of its SOVEST consumer lending business to Sovcombank. Following the completion of the sale, QIWI will not retain any ownership interest in SOVEST.

Attached hereto as Exhibit 99.1, are the unaudited pro forma financial statements of the Registrant, giving effect to the sale.

EXHIBITS


99.1		Unaudited pro forma financial information

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.

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL INFORMATION

On July 13, 2020, QIWI completed the previously announced sale of its SOVEST consumer lending business to Sovcombank. The unaudited pro forma financial statements have applied pro forma adjustments to the Company’s historical consolidated financial statements prepared in accordance with the International Financial Reporting Standards as published by the International Accounting Standards Board and give effect to the sale of SOVEST. The unaudited pro forma statements of operations for the fiscal years ended December 31, 2017, December 31, 2018, December 31, 2019 and for the three months ended March 31, 2020 assume that the sale occurred as of the beginning of those periods. The unaudited pro forma balance sheet as of March 31, 2020 assumes that the sale occurred on March 31, 2020.

The unaudited pro forma financial statements are presented on the basis of currently available information and reflect certain assumptions and adjustments that management believes are reasonable under the circumstances. These unaudited pro forma financial statements are intended for informational purposes only and are not necessarily indicative of what the Company’s results of operations or financial condition would have been had the sale been completed on the dates assumed. In addition, they are not necessarily indicative of the Company’s future results of operations or financial condition. Beginning in the second quarter of fiscal year 2020, the historical financial results of the consolidated operations of SOVEST for the periods prior to the sale will be reflected in the Company’s consolidated financial statements as discontinued operations.

The unaudited pro forma financial statements should be read in conjunction with (i) the accompanying notes to the unaudited pro forma financial statements and (ii) the audited consolidated financial statements and accompanying notes included thereto in the Company’s Annual Report on Form 20-F for the year ended December 31, 2019 filed with the SEC on March 24, 2020.

QIWI plc

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2017

(in RUB millions)


	Company historical			SOVEST Sale Pro Forma Adjustments			Pro forma
				(a)
	RUB			RUB			RUB
Revenue:		20,897			(105	)		20,792
Payment processing fees		17,265			—			17,265
Interest revenue calculated using the effective interest rate		1,052			(100	)		952
Fees from inactive accounts and unclaimed payments		1,310			—			1,310
Other revenue		1,270			(5	)		1,265
Operating costs and expenses:		(16,906	)		2,864			(14,042	)
Cost of revenue (exclusive of items shown separately below)		(7,704	)		95			(7,609	)
Selling, general and administrative expenses		(3,796	)		1,723			(2,073	)
Personnel expenses		(4,286	)		792			(3,494	)
Depreciation and amortization		(796	)		32			(764	)
Credit loss expense		(220	)		222			2
Impairment of intangible assets		(104	)		—			(104	)
Profit from operations		3,991			2,759			6,750
Share of gain/(loss) of an associate and a joint venture		(41	)		—			(41	)
Other income and expenses, net		257			—			257
Foreign exchange gain		(373	)		—			(373	)
Foreign exchange loss		6			—			6
Interest income and expenses, net		(41	)		—			(41	)
Profit before tax		3,840			2,759			6,599
Income tax expense		(698	)		(540	)		(1,238	)
Net profit		3,142			2,219			5,361
Attributable to:
Equity holders of the parent		3,114			2,219			5,333
Non-controlling interests		28			—			28

QIWI plc

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2018

(in RUB millions)


	Company historical			SOVEST Sale Pro Forma Adjustments			Pro forma
				(a)
	RUB			RUB			RUB
Revenue:		30,610			(558	)		30,052
Payment processing fees		23,694			—			23,694
Interest revenue calculated using the effective interest rate		1,854			(197	)		1,657
Fees from inactive accounts and unclaimed payments		1,419			—			1,419
Other revenue		3,643			(361	)		3,282
Operating costs and expenses:		(26,161	)		3,927			(22,234	)
Cost of revenue (exclusive of items shown separately below)		(10,953	)		173			(10,780	)
Selling, general and administrative expenses		(6,099	)		1,821			(4,278	)
Personnel expenses		(7,748	)		1,410			(6,338	)
Depreciation and amortization		(864	)		45			(819	)
Credit loss expense		(474	)		478			4
Impairment of intangible assets		(23	)		—			(23	)
Profit from operations		4,449			3,369			7,818
Share of gain/(loss) of an associate and a joint venture		(46	)		—			(46	)
Other income and expenses, net		(181	)		—			(181	)
Foreign exchange gain		1,311			—			1,311
Foreign exchange loss		(1,049	)		—			(1,049	)
Interest income and expenses, net		17			—			17
Profit before tax		4,501			3,369			7,870
Income tax expense		(875	)		(663	)		(1,538	)
Net profit		3,626			2,706			6,332
Attributable to:
Equity holders of the parent		3,584			2,706			6,290
Non-controlling interests		42			—			42

QIWI plc

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2019

(in RUB millions)


	Company historical			SOVEST Sale Pro Forma Adjustments			Pro forma
				(a)
	RUB			RUB			RUB
Revenue:		39,336			(1,575	)		37,761
Payment processing fees		30,736			—			30,736
Interest revenue calculated using the effective interest rate		3,646			(424	)		3,222
Fees from inactive accounts and unclaimed payments		1,806			—			1,806
Other revenue		3,148			(1,151	)		1,997
Operating costs and expenses:		(32,896	)		4,122			(28,774	)
Cost of revenue (exclusive of items shown separately below)		(16,160	)		236			(15,924	)
Selling, general and administrative expenses		(6,213	)		1,751			(4,462	)
Personnel expenses		(7,765	)		1,445			(6,320	)
Depreciation and amortization		(1,324	)		44			(1,280	)
Credit loss expense		(642	)		646			4
Impairment of intangible assets		(792	)		—			(792	)
Profit from operations		6,440			2,547			8,987
Share of gain/(loss) of an associate and a joint venture		258			—			258
Other income and expenses, net		(91	)		—			(91	)
Foreign exchange gain		905			—			905
Foreign exchange loss		(1,077	)		—			(1,077	)
Interest income and expenses, net		(56	)		2			(54	)
Profit before tax		6,379			2,549			8,928
Income tax expense		(1,492	)		(503	)		(1,995	)
Net profit		4,887			2,046			6,933
Attributable to:
Equity holders of the parent		4,832			2,046			6,878
Non-controlling interests		55			—			55

QIWI plc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Three Months Ended March 31, 2020

(in RUB millions)


	Company historical			SOVEST Sale Pro Forma Adjustments			Pro forma
				(a)
	RUB			RUB			RUB
Revenue:		10,610			(640	)		9,970
Payment processing fees		7,935			—			7,935
Interest revenue calculated using the effective interest rate		1,060			(190	)		870
Fees from inactive accounts and unclaimed payments		490			—			490
Other revenue		1,125			(450	)		675
Operating costs and expenses:		(8,720	)		1,302			(7,418	)
Cost of revenue (exclusive of items shown separately below)		(4,350	)		74			(4,276	)
Selling, general and administrative expenses		(1,228	)		335			(887	)
Personnel expenses		(2,283	)		372			(1,917	)
Depreciation and amortization		(319	)		19			(300	)
Credit loss expense		(520	)		502			(18	)
Impairment of intangible assets		(20	)		—			(20	)
Profit from operations		1,890			662			2,552
Share of gain/(loss) of an associate and a joint venture		132			—			132
Other income and expenses, net		(16	)		—			(16	)
Foreign exchange gain		1,434			—			1,434
Foreign exchange loss		(1,397	)		—			(1,397	)
Interest income and expenses, net		(32	)		2			(30	)
Profit before tax		2,011			664			2,675
Income tax expense		(412	)		(136	)		(548	)
Net profit		1,599			528			2,127
Attributable to:
Equity holders of the parent		1,587			528			2,115
Non-controlling interests		12			—			12

QIWI plc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2020

(in RUB millions)


	Company historical		SOVEST Sale Pro Forma Adjustments			Pro forma
			(b)
	RUB		RUB			RUB
Assets
Non-current assets
Property and equipment		2,442					2,442
Goodwill and other intangible assets		11,232					11,232
Investments in associates		1,250					1,250
Long-term debt securities and deposits		5,280					5,280
Long-term loans		264					264
Other non-current assets		72					72
Deferred tax assets		250					250

Total non-current assets		20,790					20,790

Current assets
Trade and other receivables		4,588					4,588
Short-term loans		12,150		(8,532	)		3,618
Short-term debt securities and deposits		1,166					1,166
Prepaid income tax		279					279
Other current assets		1,097					1,097
Cash and cash equivalents		32,240		7,737			39,977

Total current assets		51,520		(795	)		50,725

Assets held for sale		58					58

Total assets		72,368		(795	)		71,573

Equity and liabilities
Equity attributable to equity holders of the parent
Share capital		1					1
Additional paid-in capital		1,876					1,876
Share premium		12,068					12,068
Other reserve		2,596					2,596
Retained earnings		11,132		(922	)		10,210
Translation reserve		464					464

Total equity attributable to equity holders of the parent		28,137		(922	)		27,215

Non-controlling interests		40					40

Total equity		28,177		(922	)		27,255


Non-current liabilities
Long term debt	1,863			1,863
Long-term lease liability	1,142			1,142
Long-term customer accounts	438			438
Other non-current liabilities	68			68
Deferred tax liabilities	724			724

Total non-current liabilities	4,235			4,235

Current liabilities
Trade and other payables	24,225	127		24,352
Customer accounts and amounts due to banks	13,200			13,200
Dividends payable	1,072			1,072
Short-term lease liability	397			397
VAT and other taxes payable	174			174
Other current liabilities	888			888

Total current liabilities	39,956	127		40,083

Total equity and liabilities	72,368	(795	)	71,573

Notes to the Unaudited Pro Forma Financial Statements

(a)

The SOVEST Sale Pro Forma Adjustments column in the unaudited pro forma information represents the historical financial results of SOVEST operations disposed of through the sale to Sovcombank.

(b)

The SOVEST Sale Pro Forma Adjustments column in the unaudited pro forma information represents the sale of SOVEST assets to Sovcombank, employee termination liabilities created and to be paid by Sovcombank (limited up to RUB250 million), and estimated total proceeds to be received from Sovcombank. Since the pro forma balance sheet is prepared as if the transaction occurred as of March 31, 2020, the cash balance is adjusted based on the assets existed as of that date.

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