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United States securities and exchange commission logo

July 28, 2022

Drew Valentine

Partner

DLA Piper

303 Colorado Street

Suite 3000

Austin, Texas 78701

Re: QIWI PLC

Schedule TO-T

Filed July

19, 2022

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.

Schedule TO-T

Has the Company or its Board adopted a position on the Offer?,

page 7

1. We note the

statement

here that neither the Company nor its Board has expressed any

position on the

Offer

and that "[y]ou must make your own decision as to whether to tender

your Shares..."

This

statement is confusing, given that the Company is required to take a

position with

respect

to the Offer within ten business days of the commencement pursuant

to Rule 14e-2,

and will

be required to file and disseminate to target shareholders a

Schedule 14D-9

explaining its position. Please revise.

Will there be a subsequent offering period?, page 8

2. We note the

following

disclosure here, which is repeated later in the offering materials:

"We do not

currently

anticipate that there will be a subsequent offering period."

Drew Valentine

FirstName

DLA Piper LastNameDrew Valentine

Comapany

July NameDLA Piper

28, 2022

July 28,

Page 2 2022 Page 2

FirstName LastName

Please revise to make clear that there cannot be a subsequent

offering

period for this

Offer, since it is for less than all outstanding Shares. See

Rule

14d-11(b).

Purpose of the Offer; Certain Effects of the Offer, page 14

3. We note that QIWI PLC is incorporated in Cyprus. If fully

subscribed

(including

overallotment option), Mr. Solinin will control 73.6% of the

voting

power of the

Company after the Offer. Expand the disclosure to discuss the

thresholds for control of

QIWI or to take other actions under Cyprus law and the Company's

bylaws. For example,

we are aware that in certain foreign countries, 75% ownership

(rather

than a simple

majority) is the relevant threshold necessary to take many

corporate

actions. Please revise

to address how Mr. Solinin's ability to control QIWI and take

certain

corporate actions

will change, if he goes from 66% to 73.6% ownership after the

Offer.

As noted, your

discussion should focus on QIWI and its governing instruments,

as well

as Cyprus law.

Conditions of the Offer, page 21

4. Please refer to the eighth bullet on page 21 which states that

the

Company may assert an

offer condition triggered by the commencement or material

escalation, on or after July

19, 2022, ...of hostilities between the Russian Federation and

Ukraine, any outbreak of a

pandemic or contagious disease (including COVID-19 pandemic, to

extent

that there is

any material adverse development...on or after July 19, 2022).

To

avoid rendering the

offer illusory, all offer conditions must be objectively

determinable

and outside the control

of the bidder. Please revise to provide further descriptive

detail

about what could

constitute a material escalation of either the COVID pandemic or

the

hostilities in

Ukraine, such that shareholders can determine whether this

condition

has been

"triggered."

5. Refer to the condition listed in the third bullet point on page

22. As

currently drafted, the

condition encompasses a material change in ANY currency exchange

rate.

Consider

narrowing the condition by singling out those currencies

materially

linked to the

Company's business, or advise.

6. Refer to the last paragraph in this section on page 23. Revise

the

first sentence indicating

that the listed Offer conditions can be asserted or waived "at

any

time and from time to

time." When an event occurs that "triggers" a listed Offer

condition,

you must promptly

inform shareholders whether you will waive it and continue with

the

Offer, or assert the

condition to terminate.

The Offer: Fees and Expenses, page 32

7. Please disclose the itemized fees and expenses incurred in

making the

Offer. See Item 9

of Schedule TO and Item 1009 of Regulation MA.

Drew Valentine

FirstName

DLA Piper LastNameDrew Valentine

Comapany

July NameDLA Piper

28, 2022

July 28,

Page 3 2022 Page 3

FirstName LastName

General

8. We note your assertion that financial statements are not

material in

the context of this

Offer. However, Mr. Solinin and Dalliance are not publicly-

reporting

entities and this is

not a tender offer for all outstanding Shares. See Instruction 2

to

Item 10 of Schedule TO.

While Mr. Solinin is already a significant shareholder of QIWI,

he

will become a

materially larger shareholder if this Offer is fully subscribed,

which

may result in his

increased ability to exercise control over this Cyprus

corporation.

(See our additional

comment on this point). Please explain, on a supplemental basis,

why

you do not believe

that financial statements of the bidders are material here. See

Instruction 1 to Item 10 of

Schedule TO. To the extent that a material portion of Mr.

Solinin or

Dalliance's assets

consist of an equity stake in QIWI, this should be explained. In

this

regard, we note the

following statement in the Offer to Purchase: "Mr. Solinin has

acquired considerable

financial resources form the Company's initial public offering

and the

dividends he has

received as a shareholder of the Company." Alternatively, revise

to

provide the financial

statements required by Item 10.

9. Revise the Offer to Purchase to provide additional information

about

the Trading Halt of

the Company's ADS' on the NASDAQ. Detail any developments since

the

Trading Halt

in February and explain specifically the conditions/terms of the

Halt

and the reasons

provided by the exchange. Describe any steps the Company has

taken,

will take, or has

been advised to take in order to lift the Halt.

10. Where you discuss Mr. Solinin's interests in the Offer

throughout the

offer materials, as

well as where you reference trading of the Shares on the MOEX,

note

whether Mr. Solinin

as a Russian national is eligible to trade on the MOEX. State

whether

he could sell Shares

on the MOEX, including any Shares purchased in the Offer at an

offer

price that is half of

recent trading prices there.

11. See our last comment above regarding the trading price of the

Shares

on the MOEX. We

further note that the last trading price for the ADSs before the

Trading Halt was double

the current Offer consideration. Revise the Offer materials to

discuss

how Mr. Solinin

and Dalliance set the Offer price.

Drew Valentine

DLA Piper

July 28, 2022

Page 4

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

July 28, 2022 Page 4 Office of

Mergers &

Acquisitions

FirstName LastName

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