Filing Details

QIWI plc

(Name of Issuer)

American Depositary Shares, each representing one Class B Ordinary Share, having a nominal value of €0.0005 per share

(Title of Class of Securities)

74735M108

(CUSIP Number)

Alexander Tarabrin

2/4 Letnikovskaya Street, 115114, Moscow, Russia

+7 (495) 232-03-00

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 1, 2017

(Date of Event which Requires Filing of this Statement)

---

---

---

Explanatory Note:

This Amendment No. 5 to Schedule 13D (the “Amendment”) is filed by Otkritie Holding JSC, Otkritie Investments Cyprus Limited and Bank Otkritie and to amend the Schedule 13D related to the Class B ordinary shares of QIWI previously filed by OICL with the Securities and Exchange Commission on June 12, 2015 and amended by Amendment No. 1 filed on June 23, 2015, Amendment No. 2 filed on February 27, 2017, Amendment No. 3 filed on May 31, 2017 and Amendment No. 4 filed on June 9, 2017 (as so amended, the “Schedule 13D”). This Amendment is filed to disclose the items contained herein.

Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Schedule 13D reports the acquisition of beneficial ownership of the Class B ordinary shares by OICL from QIWI in connection with the sale by OICL to QIWI of all of the charter capital of CIHRUS, and the subsequent transfer of the Tranche 1 Shares by OICL to Otkritie Holding. The acquisition of beneficial ownership of the Class B ordinary shares reported in initial Schedule 13D by OICL from QIWI was the result of the sale to QIWI of all of the charter capital of CIHRUS. See the Explanatory Note in the initial Schedule 13D, which is incorporated herein by reference. In connection with the acquisition of the Class B ordinary shares, QIWI and OICL entered into a cooperation agreement, dated June 2, 2015 (the “Cooperation Agreement”), pursuant to which they have agreed to strategically cooperate with each other in order to carry out certain joint projects related to certain areas of their respective businesses, including by virtue of establishing a steering committee.

On July 2, 2015, QIWI filed a Form F-3 Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), for the resale from time to time of ADSs beneficially owned by OICL and Otkritie Holding (the “Form F-3 Registration Statement”). In addition, OICL and Otkritie Holding may transfer ADSs by other means, including in a transaction pursuant to Regulation S under the Securities Act or in a transaction exempt from registration under the Securities Act, including pursuant to Rule 144 thereunder.

Otkritie Holding and OICL deposited the Class B ordinary shares with the depositary for QIWI’s ADS program and received a number of ADSs representing Class B ordinary shares so deposited. OICL subsequently transferred ADSs they beneficially owned to Otkritie Holding. Otkritie Holding may seek to sell ADSs they beneficially own in the ordinary course of their business. There is no assurance that any such resales or other transfers will be made.

Otkritie Holding, OICL and Bank Otkritie expect to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering ADSs they beneficially own, and also may loan, pledge, hypothecate or sell ADSs to third parties. Otkritie Holding, OICL and Bank Otkritie intend to continually review their investment in QIWI on the basis of various factors, including QIWI’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for QIWI’s securities in general, as well as other developments and other investment opportunities.  Based upon such review, Otkritie Holding, OICL and Bank Otkritie may, at any time, acquire additional Class B ordinary shares of QIWI in the open market or in privately negotiated transactions, with or without prior notice.  In addition, Otkritie Holding, OICL and Bank Otkritie may engage in discussions with management, the board of directors or shareholders of QIWI, including discussions regarding QIWI’s strategic direction, corporate governance, named executive officer compensation, board of directors representation, extraordinary corporate transactions or other material changes to QIWI’s business or corporate structure.  Otkritie Holding, OICL and Bank Otkritie each reserves its right, based on all relevant factors and subject to applicable law, at any time to review or reconsider its position, change its purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.

On June 2, 2017, two individuals affiliated with Otkritie Holding, OICL and Bank Otkritie, Mrs. Elena Budnik and Mr. Evgeny Dankevich, were elected as directors of QIWI at the annual general meeting organized in accordance with the Articles of Association of QIWI. Their term as directors started as of June 2, 2017 and will terminate at the next annual general meeting of QIWI.

On June 16, 2017 Otkritie Holding and OICL (the “Offerors”) commenced a tender offer (the “Offer”) to QIWI’s shareholders to purchase up to 24,794,253 outstanding Class B ordinary shares, including Class B ordinary shares represented by ADSs (together, the “Securities”), which, when added to the Securities already held by Otkritie Holding, OICL and their affiliates, would have constituted approximately 63.85% of the outstanding Securities based on 45,080,461 Class B ordinary shares (including Class B ordinary shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F. The Offer was made at a price of $28.00 per Class B ordinary share or ADS and was conditioned upon at least 20,286,207 Class B ordinary shares, including Class B ordinary shares represented by ADSs, being tendered (the “Minimum Condition”), which, when added to the Securities already held by the Offerors and their affiliates, would have constituted approximately 53.85% of the outstanding Securities based on 45,080,461 Class B ordinary shares (including Class B ordinary shares represented by ADSs) outstanding as of March 17, 2017, as disclosed in QIWI’s Form 20-F.

On July 14, 2017 the Offer expired.  As of the expiration of the Offer, 857,702 Class B Shares and 11,680,554 ADSs had been validly tendered pursuant to the Offer and not properly withdrawn. As a result, the Minimum Condition was not satisfied and the Offerors terminated the Offer.  Accordingly, none of the Securities tendered were purchased by the Offerors in the Offer.  Given that the Minimum Condition was not satisfied and the Offer was terminated, the Offerors intend to continue to review their investment in QIWI and may, at any time, acquire additional Securities in the open market or in privately negotiated transactions, with or without prior notice.

On August 4, 2017, Tochka Bank, a small-business focused subsidiary of Otkritie Holding, and QIWI have agreed to jointly distribute products and services for entrepreneurs. In the near future, clients of Tochka Bank will be able to use QIWI’s kiosk network to receive payments from their customers. QIWI Bank will also start offering services for small businesses based on the products, services and processes based on Tochka’s platform.

Except to the extent that the foregoing may be deemed to be a plan or proposal, Otkritie Holding, OICL and Bank Otkritie currently do not have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, Otkritie Holding, OICL and Bank Otkritie may, at any time and from time to time, formulate other purposes, plans or proposals regarding QIWI or QIWI’s share capital, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that Otkritie Holding, OICL or Bank Otkritie will take any of the actions set forth above.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)

See Exhibit A hereto, which is incorporated herein by reference.

(b)

See Exhibit A hereto, which is incorporated herein by reference.

(c)

On August 1 and August 2, 2017, Bank Otkritie purchased 2,200,000 ADSs at a price of $17.71 per ADS, 2,200,000 ADSs at a price of $18.00 per ADS and 1,100,000 ADSs at a price of $19,01 per ADS in three privately negotiated transactions.

(d)

Otkritie Holding OICL, and Bank Otkritie expect to enter into repurchase, buy and sell back and other similar transactions with third parties from time to time covering ADSs they beneficially own, and also may loan, pledge, hypothecate or sell ADSs to third parties. Such third parties may then hold an interest in some or all of Otkritie Holding’s, OICL’s and Bank Otkritie’s ADSs, including the right to receive dividends and other distributions thereon and to sell or transfer such ADSs.

(e)

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 4, 2017

SCHEDULE A

Persons other than Individuals:

Individuals:

The business address for directors of Otkritie Holding JSC and Public Joint-Stock Company «Bank Otkritie Financial Corporation» is Letnikovskaya street, 2, building 4, Moscow, 115114, Russia.

The business address for Maria Pitta, Androulla Mantoles, Kristina Khakhulina, Alexander Kupriyanov is Griva Digeni, 105, 1st floor, Flat/Office 102C, 3101, Limassol, Cyprus.

The business address for Athanasis Neophytou, Christos Neophytou and Mariia Cherviakova is 105, 1st floor, Flat/Office 102B, 3101, Limassol, Cyprus.

Each individual listed in the table above disclaims beneficial ownership of the Class A and/or B ordinary shares that may be beneficially owned by each of the other entities and individuals listed in this Schedule A and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

EXHIBIT A

Item 5(a)&(b) – Interest in Securities of the Issuer

Explanatory Note:

Elinova Holding Ltd may be deemed to beneficially own 100% of the ADSs representing Class B ordinary shares beneficially owned by Otkritie Investments Cyprus Limited by virtue of its direct ownership of 100% of the shares in Otkritie Investments Cyprus Limited. Elinova Holding Ltd is a direct wholly-owned subsidiary of Otkritie Holding JSC.

Otkritie Holding JSC may be deemed to beneficially own 100% of the ADSs representing Class B ordinary shares beneficially owned by Public Joint-Stock Company «Bank Otkritie Financial Corporation» by virtue of its direct ownership of 31.64% and indirect ownership of 33.63%, of the shares in Public Joint-Stock Company «Bank Otkritie Financial Corporation».

EXHIBIT B

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) UNDER THE

SECURITIES EXCHANGE ACT OF 1934

The undersigned hereby agree as follows:

Dated: August 4, 2017