Odd Lot Index

QIWI

Odd lots go first

Read automatically from the filing
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
StatusClosed
Closing date2022-08-03
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdYes
Must tick the odd-lot box on the formYes
Price offeredUSD $2.20 to $2.70 per share, in steps of $0.10
Most an odd-lot tender could be$217.80 to $267.30

Where each of these comes from

Every line above was read out of the filing. Here is the wording it was read from, so you can check it.

election_required = True...validly withdrawn, we will purchase Shares (including Shares represented by ADSs) as follows: • first, from all holders of “odd lots” of less than 100 Shares who validly tender all of their Shares at prices at or below the Purchase Price determined by us who complete the section entitled “Odd Lots” in the Letter of Transmittal; ​ • second, from all other stockholders who validly tender Shares at prices at or below the Purchase Price determined by us, on a pro rata basis (except for stockholders who tendered Shares conditionally for which the condition was not satisfied); and ​ • third, only if necessary to permit us to purchase $25.0 million of Shares (or such...
expiry = 2022-08-03...ares (including Class B ordinary shares represented by ADSs) of QIWI PLC at a Purchase Price not less than $2.20 nor greater than $2.70 per Share ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 3, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”). ​ ​ Dalliance Services Company, a corporation incorporated under the laws of the Marshall Islands, and wholly owned by Sergey...
listed = True...illion or less are properly tendered and not properly withdrawn, we will purchase all Shares (including Shares represented by ADSs) tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Time. The Shares represented by ADSs are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “QIWI.” On February 28, 2022, trading in the Company’s ADSs on Nasdaq was halted and the last reported sale price of the Company’s ADSs on Nasdaq was $5.67 per Share (the “Halted Price”). The Offeror has no indication that trading of the ADSs will resume on Nasdaq. See Section 8 and Section 10. The Company’s pr...
mechanism = DUTCH...idity to the Company’s stockholders through a tender offer to 1 TABLE OF CONTENTS repurchase the Shares and Shares represented by ADSs. Mr. Solonin intends to hold the Shares acquired through the tender offer for investment purposes. The Offeror believes the “modified Dutch auction” tender offer set forth in this Offer to Purchase is a mechanism that will provide all Company stockholders with the opportunity to tender all or a portion of their Shares if they so elect at a price they may select within the specified range. See Section 2. Will Nasdaq’s trading halt of the Company’s ADSs limit my ability to participate...
must_tender_all = True...t to purchase, subject to applicable law) are validly tendered at or below the Purchase Price and not validly withdrawn, we will purchase Shares (including Shares represented by ADSs) as follows: • first, from all holders of “odd lots” of less than 100 Shares who validly tender all of their Shares at prices at or below the Purchase Price determined by us who complete the section entitled “Odd Lots” in the Letter of Transmittal; ​ • second, from all other stockholders who validly tender Shares at prices at or below the Purchase Price determined by us, on a pro rata basis (except for stockholders who tendered Shares conditionally fo...
price = USD 2.2-2.7...an Depositary Shares, each representing a Share (each an “ADS” and collectively, the “ADSs”), for purchase by the Offeror in cash at a price calculated as described herein that is not less than $2.20 and not greater than $2.70 per Share (including Shares represented by ADSs), less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of...
priority = True...elated Letter of Transmittal (which, as they may be amended or supplemented from time to time, together constitute the “Offer”). Promptly following the Expiration Time, the Offeror will, upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tenders described in the Offer, determine a single price per Share (including Shares represented by ADSs) (the “Purchase Price”), which will be not less than $2.20 and not greater than $2.70 per Share (the “Price Range”), that the Offeror will pay for Shares (including Shares represented by ADSs) purchased in t...
threshold = 100...n if they are tendered at or below the Purchase Price. Odd Lots. The term “Odd Lots” means all Shares (including Shares represented by ADSs) validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not withdrawn by any person who owned beneficially or of record a total of fewer than 100 Shares (including Shares represented by ADSs) and so certified in the appropriate place on the Letter of Transmittal (an “Odd Lot Holder”). To 17 TABLE OF CONTENTS​ qualify for this Odd Lot preference, an Odd Lot Holder must tender all Shares owned by such Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 tm2220397d1_ex99-a1a.htm EXHIBIT-99.(A)(1)(A) tm2220397-1_sctoi_DIV_04-exh_a1a - none - 6.9844527s TABLE OF CONTENTS Exhibit (a)(1)(A)​ QIWI PLC Offer to Purchase for Cash by Dalliance Services Company of Up to $25.0 million in value of Class B ordinary shares (including Class B ordinary shares represented by ADSs) of QIWI PLC at a Purchase Price not less than $2.20 nor greater than $2.70 per Share ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY T...

The filings

FiledFormRoleOn EDGAR
2022-07-07SC TO-Ioriginal (governing)View