Qiwi plc
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(Name of Issuer)
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American Depositary Shares, each representing one Class B ordinary share
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(Title of Class of Securities)
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74735M108
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(CUSIP Number)
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December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
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☐ |
Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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CUSIP No. 74735M108
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1
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NAME OF REPORTING PERSON.
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
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ING Groep N.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Netherlands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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CUSIP No. 74735M108
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1
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NAME OF REPORTING PERSON.
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
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ING Bank N.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Netherlands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 1(a).
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Name of Issuer:
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Qiwi plc
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Kennedy 12, Kennedy Business Centre, 2nd floor
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P.C. 1087, Nicosia, Cyprus
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Item 2(a).
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Name of Person Filing:
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ING Groep N.V.
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ING Bank N.V.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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ING Groep N.V.
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Bijlmerplein 888
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1102 MG
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Amsterdam-Zuidoost
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Postbus 1800
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1000 BV Amsterdam
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The Netherlands
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ING Bank N.V.
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Bijlmerplein 888
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1102 MG
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Amsterdam-Zuidoost
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Postbus 1800
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1000 BV Amsterdam
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The Netherlands
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Item 2(c).
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Citizenship:
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ING Groep N.V. – The Netherlands
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ING Bank N.V. – The Netherlands
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Item 2(d).
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Title of Class of Securities:
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American Depositary Shares, each representing one Class B ordinary share
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Item 2(e).
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CUSIP Number:
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74735M108
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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☐
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Investment company as defined under Section 8 of the Investment Company Act.
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Not Applicable.
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Item 4.
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Ownership:
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(a)
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ING Groep N.V. and ING Bank N.V. may be deemed to be the beneficial owner of 0 American Depositary Shares, each representing one Class B ordinary share of Qiwi.
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(b)
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ING Groep N.V. and ING Bank N.V., a direct wholly-owned subsidiary of ING Groep N.V., may be deemed to be the beneficial owner of 0% of Class B ordinary shares based on 45,080,461 Class B ordinary shares issued and outstanding as of March 17, 2017, as reported by the issuer in its Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on March 22, 2017.
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(c)
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Neither ING Groep N.V. nor ING Bank N.V. have sole or shared power to vote and direct the disposition of any American Depositary Shares, each representing one Class B ordinary share of Qiwi.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
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This final amendment reflects that each Reporting Person has ceased to be the beneficial owner of more than five percent of the American Depositary Shares of the issuer.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Dated: February 13, 2018
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ING GROEP N.V.
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By:
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/s/ F. Severin | |
Name:
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F. Severin
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Title:
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Compliance Officer
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By:
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/s/ J.A.M. Emke-Petrelluzzi Bojanic | |
Name:
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J.A.M. Emke-Petrelluzzi Bojanic
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Title:
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Senior Compliance Officer
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ING BANK N.V.
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By:
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/s/ F. Severin | |
Name:
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F. Severin
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Title:
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Compliance Officer
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By:
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/s/ J.A.M. Emke-Petrelluzzi Bojanic | |
Name:
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J.A.M. Emke-Petrelluzzi Bojanic
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Title:
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Senior Compliance Officer
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Dated: February 13, 2018
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ING GROEP N.V.
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By:
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/s/ F. Severin | |
Name:
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F. Severin
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Title:
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Compliance Officer
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By:
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/s/ J.A.M. Emke-Petrelluzzi Bojanic | |
Name:
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J.A.M. Emke-Petrelluzzi Bojanic
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Title:
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Senior Compliance Officer
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ING BANK N.V.
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By:
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/s/ F. Severin | |
Name:
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F. Severin
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Title:
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Compliance Officer
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By:
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/s/ J.A.M. Emke-Petrelluzzi Bojanic | |
Name:
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J.A.M. Emke-Petrelluzzi Bojanic
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Title:
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Senior Compliance Officer
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