SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
QIWI PLC
(Name of Issuer)
Class B Ordinary Shares, Par Value €0.0005 Per Share
(Title of Class of Securities)
74735M108
(CUSIP Number)
June 18, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 74735M108 | QIWI PLC |
| 1 | Name of reporting person
E1 Limited(1) | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Cyprus | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
1,923,346(2) | ||||
| 6 | Shared voting power
0 | |||||
| 7 | Sole dispositive power
1,923,346(2) | |||||
| 8 | Shared dispositive power
0 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,923,346(2) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
4.3%(3) | |||||
| 12 | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 74735M108 | QIWI PLC |
| 1 | Name of reporting person
Boris Kim(1) | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Russian Federation | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,923,346(2) | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,923,346(2) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,923,346(2) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
4.3%(3) | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 74735M108 | QIWI PLC |
| 1 | Name of reporting person
Alexey Korepanov(1) | |||||
| 2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Russian Federation | |||||
| Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
| 6 | Shared voting power
1,923,346(2) | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,923,346(2) | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,923,346(2) | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
4.3%(3) | |||||
| 12 | Type of reporting person (see instructions)
IN | |||||
| (1) | E1 Limited is a private limited company organized under the laws of Cyprus. Messrs. Kim and Korepanov may be deemed to have shared dispositive power and shared voting power over, and thus to beneficially own, all of the class A ordinary shares owned by E1 Limited through their respective ownership of equity interests of E1 Limited. |
| (2) | Consists of 1,923,346 class A ordinary shares held of record by E1 Limited. Each class A ordinary share is convertible into class B ordinary shares at any time at the request of the holder thereof. |
| (3) | Based on 42,313,821 shares of class B ordinary shares outstanding as of June 3, 2015, as reported in the Issuer’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on June 4, 2015, plus the number of shares of class A ordinary shares held by E1 Limited, which are treated as converted into class B ordinary shares only for the purpose of computing the percentage ownership of the Reporting Persons. Each class B ordinary share is entitled to one vote, and each share of class A ordinary share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the class A ordinary shares. |
| Item 1. |
| (a) | Name of Issuer: |
QIWI plc.
| (b) | Address of Issuer’s Principal Executive Offices: |
12-14 Kennedy Ave.
Kennedy Business Centre, 2nd Floor, Office 203
1087 Nicosia
Cyprus
| Item 2. |
| (a) | Name of Person Filing: |
E1 Limited, Boris Kim and Alexey Korepanov (collectively, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, dated August , 2015, a copy of which is attached as Exhibit 99.1 to this Amendment No. 1 to Schedule 13G, pursuant to which the Reporting Persons agreed to file this Amendment No. 1 to Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| (b) | Address of Principal Business Office, or if none, Residence: |
The address of the principal business office of each of the Reporting Persons is
c/o E1 Limited
Diagoras 4
Kermia Building, 6th floor, Office 601-602
1510 Nicosia
Cyprus
| (c) | Citizenship: |
Each of the Reporting Persons is a citizen of or is organized under the laws of the following jurisdictions:
E1 Limited: Cyprus
Boris Kim: Russian Federation
Alexey Korepanov: Russian Federation
| (d) | Title of Class of Securities: |
Class B ordinary shares, par value €0.0005 per share
| (e) | CUSIP Number: |
74735M108
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 1,923,346(1) |
| (b) | Percent of class: 4.3%(2) |
| (c) | Number of shares as to which the person has: |
E1 Limited(3)
(i) Sole power to vote or to direct the vote: 1,923,346(1)
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,923,346(1)
(iv) Shared power to dispose or to direct the disposition of: 0
Boris Kim(3)
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,923,346(1)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,923,346(1)
Alexey Korepanov(3)
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,923,346(1)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,923,346(1)
| (1) | Consists of 1,923,346 class A ordinary shares held of record by E1 Limited. Each class A ordinary share is convertible into class B ordinary shares at any time at the request of the holder thereof. |
| (2) | Based on 42,313,821 shares of class B ordinary shares outstanding as of June 3, 2015, as reported in the Issuer’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on June 4, 2015, plus the number of shares of class A ordinary shares held by E1 Limited, which are treated as converted into class B ordinary shares only for the purpose of computing the percentage ownership of the Reporting Persons. Each class B ordinary share is entitled to one vote, and each share of class A ordinary share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the class A ordinary shares. |
| (3) | E1 Limited is a private limited company organized under the laws of Cyprus. Messrs. Kim and Korepanov may be deemed to have shared dispositive power and shared voting power over, and thus to beneficially own, all of the class A ordinary shares owned by E1 Limited through their respective ownership of equity interests of E1 Limited. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable
| Item 9. | Notice of Dissolution of Group. |
Not applicable
Item 10. Certification.
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 14, 2015
| E1 Limited | ||
| By: | /s/ Doxa Pericleous | |
| Doxa Pericleous | ||
| Attorney-in-fact | ||
| Boris Kim | ||
| By: | /s/ Doxa Pericleous | |
| Doxa Pericleous | ||
| Attorney-in-fact | ||
| Alexey Korepanov | ||
| By: | /s/ Doxa Pericleous | |
| Doxa Pericleous | ||
| Attorney-in-fact | ||
Exhibit Index
| 99.1 | Joint Filing Agreement pursuant to Rule 13d-1(k)(1) and Power of Attorney |
Exhibit 99.1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) AND POWER OF ATTORNEY
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G with respect to their ownership of the class B ordinary shares of QIWI plc (the “Ordinary Shares”) and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
The undersigned hereby severally constitute and appoint Doxa Pericleous and Rena David and each of them singly, our true and lawful attorneys, with full power to them, and each of them to sign for us, and in our names and in the capacities indicated below, the Schedule 13G relating to the Ordinary Shares beneficially owned by us and any and all amendments thereto filed or to be filed with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to said Schedule 13G and any and all amendments thereto.
This Power of Attorney shall remain in full force and effect until each of the undersigned who are giving this Power of Attorney are no longer required to file a Schedule 13G or any amendments thereto with respect to the undersigneds’ beneficial ownership of the Ordinary Shares of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of August 2015.
| E1 Limited | ||
| By: | /s/ Doxa Pericleous | |
| Doxa Pericleous | ||
| Director | ||
| Boris Kim | ||
| By: | /s/ Boris Kim | |
| Boris Kim | ||
| Alexey Korepanov | ||
| By: | /s/ Alexey Korepanov | |
| Alexey Korepanov | ||