Dalliance Services Company, a corporation incorporated under the
laws of the Marshall Islands (the “Offeror”) and wholly owned by
Sergey Solonin, the controlling shareholder and chairman of the
board of directors of QIWI PLC, a company formed under the laws of
Cyprus (the “Company”) has made available certain financial
statements of the Offeror and financial information of Mr. Solonin
in connection with its tender offer (the “Offer”) to purchase
10,000,000 of the Company’s Class B ordinary shares having a
nominal value EUR 0.0005 per share (each, a “Share,” and
collectively, the “Shares”) and the Company’s Shares represented by
American Depositary Shares, each representing a Share (each an
“ADS” and collectively, the “ADSs”) at a price of $2.50 per Share
(including Shares represented by ADSs), less any applicable
withholding taxes and without interest (the “Purchase Price”). As
previously disclosed, the Offer will expire at 12:00 Midnight, New
York City time, on September 2, 2022, unless further extended in
accordance with the applicable rules and regulations of the United
States Securities and Exchange Commission (the "SEC").
The Offer is being made pursuant to the tender offer materials
(including an Offer to Purchase, a related Letter of Transmittal
and certain other offer documents) in the Tender Offer Statement on
Schedule TO (together with any amendments or supplements thereto,
the “Tender Offer Statement”) filed by Offeror and Sergey Solonin
with the SEC on July 19, 2022, as amended or supplemented from time
to time.
As of 6:00 PM, New York City time, on August 26, 2022, 4,803,986
Shares have been tendered pursuant to the Offer.
Concurrently with this announcement, the Offeror and Mr. Solonin
will amend the Tender Offer Statement to revise the Offer to
Purchase to include certain financial statements of the Offeror and
financial information of Mr. Solonin. Following such amendment to
the Tender Offer Statement, the disclosure in the Offer to Purchase
under the heading “THE OFFER - 9. Source and Amount of Funds” will
read as follows:
Assuming that the Offer is fully subscribed,
the aggregate purchase price for the Shares (including the Shares
represented by ADSs) purchased in the Offer will be $25.0 million
(or approximately $27.6 million if the Offeror avails itself of the
2% Option). Mr. Solonin has acquired considerable financial
resources from the Company’s initial public offering and the
dividends he has received as a shareholder of the Company. We,
through Mr. Solonin, have the financial resources to make the
payment and expect to fund the purchase of Shares (including the
Shares represented by ADSs) in the Offer and to pay the fees and
expenses in connection with the Offer with available cash on hand
from Mr. Solonin. As of August 5, 2022, we had deposited
$20,000,000 in cash with the Depositary for payment upon completion
of the Offer. Prior to the Expiration Time, Mr. Solonin will
contribute additional funds to us for the purposes of paying the
Purchase Price and related fees and expenses of the Offer.
The Offeror is a holding company of Mr.
Solonin with no revenue and marginal assets, other than the
contributions of, and loans from, Mr. Solonin. The financial
statements of the Offeror set forth in Annex A to this Offer to
Purchase are not audited. The Offeror has never prepared audited
financial statements given its status as a wholly owned holding
company of Mr. Solonin and because audited financial statements are
not required under its jurisdiction of incorporation, the Marshall
Islands. Accordingly, audited financial statements are not
available. The Offeror and Mr. Solonin believe that the cost of
conducting an audit for a holding company of Mr. Solonin’s whose
assets and liabilities are primarily made up of the contributions
of, and loans from, Mr. Solonin would be far greater than the
benefit provided to potential investors and therefor an
unreasonable cost and expense to be incurred by the bidders in
connection with the Offer. The annual consolidated financial
statements of the Offeror set forth in Annex A to this Offer to
Purchase were prepared according to the recognition and measurement
principles of International Financial Reporting Standards (IFRS) as
adopted by International Accounting Standards Board (IASB),
including all amendments to standards effective January 1, 2021.
The accounting policies adopted in the preparation of the Offeror’s
interim condensed financial statements set forth in Annex A to this
Offer to Purchase were consistent with those followed in the
preparation of the Offeror’s annual consolidated financial
statements for the year ended December 31, 2021, except for the
adoption of amended IFRS effective as of January 1, 2022.
As of August 12, 2022, the net worth of Mr.
Solonin was in excess of $188.0 million, approximately $17.0
million of which is derived from liquid assets and approximately
$172.0 million from illiquid assets. These liquid assets consist
primarily of cash. Mr. Solonin’s illiquid assets primarily consist
of long-term equity investments, including an estimated $26.0
million worth of the Company’s class A ordinary shares (based on an
as converted to Shares price at the Purchase Price). Mr. Solonin
does not have any contingent liabilities that are material compared
to his net worth. Mr. Solonin has no liabilities that are due and
payable prior to the Expiration Date, other than immaterial
liabilities for which Mr. Solonin has sufficient funds to pay when
due.
Additionally, following such amendment to the Tender Offer
Statement, the disclosure in Annex A to the Offer to Purchase will
read as follows:
Dalliance Services Company
FINANCIAL STATEMENTS 31 December 2021 and 31 December 2020
CONTENTS
Statement of comprehensive income Statement of financial
position Statement of changes in equity Statement of cash flows
Notes to the Financial Statements
STATEMENT OF COMPREHENSIVE INCOME Years ended 31 December 2021
and 31 December 2020
2021
2020
Note
$
$
General and administrative expenses
5
(456,656)
(3,789)
Loss from operations
(456,656)
(3,789)
Compensation for breach of contract
6
4,750,000
–
Impairment of investments
6
(15,392,960)
–
Gain from sale of investments
–
13,081,200
Foreign exchange gain/(loss), net
(44,983)
23,896
Other income
–
88,158
Profit/(loss) before tax
(11,144,599)
13,189,465
Income tax
–
–
Net profit/(loss)
(11,144,599)
13,189,465
Other comprehensive income
–
–
Total other comprehensive
(loss)/income, net of tax
(11,144,599)
13,189,465
Earnings per share:
Basic, profit attributable to ordinary
equity holders of the parent
8
(22,289)
26,379
Diluted, profit attributable to ordinary
equity holders of the parent
8
(22,289)
26,379
STATEMENT OF FINANCIAL POSITION 31 December 2021 and 31 December
2020
2021
2020
Note
$
$
Assets
Non-current assets
Investments
6
1,007,500
–
Advance for Investments
6
–
47,500,00
Current assets
Receivables
500
500
Cash and cash equivalents
7
17,519,962
287,784
Total assets
18,527,962
47,788,284
Equity
Share capital
500
500
Retained earnings
1,987,973
13,132,572
Total equity
1,988,473
13 133 072
Non-current liabilities
Borrowed funds
9
16,539,489
34,655,213
Total equity and liabilities
18,527,962
47,788,284
STATEMENT OF CHANGES IN EQUITY Years ended 31 December 2021 and
31 December 2020
Share capital
Number of
shares issued and
outstanding
Amount
Retained earnings
Total equity
Balance as of January 1, 2020
500
500
(56,893)
(56 393)
Profit for the period
–
–
13,189,465
13,189,465
Balance as of December 31, 2020
500
500
13,132,572
13,133,072
Profit for the period
–
–
(11,144,599)
(11,144,599)
Balance as of December 31, 2021
500
500
1,987,973
1,988,473
STATEMENT OF CASH FLOWS Years ended 31 December 2021 and 31
December 2020
2021
2020
Note
$
$
Operating activities
Cash paid to suppliers
(17,243)
(282)
Net cash flow used in operating
activities
(17,243)
(282)
Investing activities
Refund of advance for Investments
52,250,000
–
Purchase of Investments
(16,143,095)
–
Proceeds from sale Investments
–
4,465,000
Net cash flow generated from investing
activities
36,106,905
4,465,000
Financing activities
Repayment of borrowed funds
(18,815,979)
(1,788,587)
Repayment to the principal
–
(2,411,842)
Net cash flow used in financing
activities
(18,815,979)
(4,200,429)
Effect of exchange rate changes on cash
and cash equivalents
(41,505)
20,389
Net increase in cash and cash
equivalents
17,232,178
284,677
Cash and cash equivalents at the beginning
of the period
7
287,784
3,107
Cash and cash equivalents at the end of
the period
7
17,519,962
287,784
Notes to Financial Statements
1. Corporate information
Country of incorporation
Dalliance Services Company, referred to herein as the
''Company'', was incorporated in Marshall Islands on April 3, 2017.
Its registered office is at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH96960.
The principal activity of the Company is the holding of
investments.
Sergey Solonin is the sole shareholder of the Company as of
December 31, 2021.
The only subsidiary of the Company, Harrow Holdings Ltd, is a
commercial entity formed under the laws of Seychelles and is
impaired in full and is under liquidation.
2. Basis of preparation
These financial statements have been prepared according to the
recognition and measurement principles of International Financial
Reporting Standards (IFRSs) as adopted by International Accounting
Standards Board (IASB), including all amendments to standards
effective January 1, 2021. The Company has not early adopted any
standards, interpretations or amendments that have been issued but
are not yet effective.
The financial statements have been prepared under the historical
cost convention except for financial instruments accounted at fair
value through profit or loss (FVTPL) and at fair value through
other comprehensive income (FVOCI).
The preparation of IFRS financial statements requires the use of
some important accounting estimates. Areas of accounting that
involve a higher degree of measurement or complexity, and areas
where assumptions and estimates are material to the financial
statements, are identified in Note 3.
3. Summary of significant accounting policies
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all years presented in these financial
statements unless otherwise stated.
Investments
Subsidiaries
Subsidiaries are entities controlled by the Company. Control
exists where the Company is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee.
Investments in subsidiary undertakings, which are held for
long-term purposes, are stated at cost less any impairment in
value. Where there has been impairment in value, it is recognized
as an expense when the impairment is identified.
Associates and joint ventures
The Company’s investment in its associate and joint ventures are
accounted for using the equity method. An associate is an entity in
which the Company has significant influence. A joint venture is a
joint arrangement whereby the parties that have joint control of
the arrangement (i.e. unanimous consent of the parties) have rights
to the net assets of the arrangement.
Under the equity method, the investment in the associate or
joint venture is carried on the statement of financial position at
cost plus post acquisition changes in the Company’s share of net
assets of the associate/joint venture. Goodwill relating to the
associate/joint venture is included in the carrying amount of the
investment and is neither amortized nor individually tested for
impairment.
The statement of comprehensive income reflects the Company’s
share of the results of operations of the associate/joint venture.
When there has been a change recognized directly in the equity of
the investment, the Company recognizes its share of any changes and
discloses this, when applicable, in the statement of changes in
equity.
The financial statements of the associates/joint ventures are
prepared for the same reporting period as the Company. When
necessary, adjustments are made to bring the accounting policies in
line with those of the Company.
3. Summary of significant accounting policies
(continued)
Other Investments
At initial recognition, an entity makes an irrevocable election
to present in other comprehensive income subsequent changes in the
fair value of an investments in an equity instruments that are not
held for trading.
Revenue recognition
Revenues of the Company are obtained from license contracts,
most of which are concluded with the Company’s subsidiaries. These
revenues generally come in the form of royalties that are
calculated as percentage of the licensees’ sales and hence are
sales-based. The performance obligation under these license
contracts is considered as satisfied over time. The revenue is
recognized when the subsequent sales of the licensee occur.
In addition, revenues earned by the Company are recognised on
the following bases:
Interest income is recognised as it accrues, using the effective
interest method.
Dividend income is recognised when the right to receive payment
is established.
Foreign currency translation
(1)
Functional and
presentation currency
Items included in the Company's financial
statements are measured using the currency of the primary economic
environment in which the entity operates ('the functional
currency'). The functional currency of the Company is the US Dollar
(USD). The financial statements are presented in USD ($), which is
the Company's presentation currency.
(2)
Transactions and
balances
Foreign currency transactions are
translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and
from the translation at year‑end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in
the statement of comprehensive income.
Financial instruments
Financial assets and financial liabilities are recognised on the
Company's statement of financial position when the Company becomes
a party to the contractual provisions of the instrument.
Investment in equity securities
At initial recognition, an entity makes an irrevocable election
to present in other comprehensive income subsequent changes in the
fair value of an investments in an equity instruments that are not
held for trading.
Cash and cash equivalents
Cash comprises cash at banks and in hand and short-term deposits
with an original maturity of three months or less and are included
as a component of cash and cash equivalents for the purpose of the
statement of financial position and statement of cash flows.
Borrowings
Borrowings are recorded initially at the proceeds received, net
of transaction costs incurred. Borrowings are subsequently stated
at amortised cost. Any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in profit
or loss over the period of the borrowings using the effective
interest method.
3. Summary of significant accounting policies
(continued)
Derecognition of financial assets and liabilities
Financial assets
A financial asset (or, where applicable a part of a financial
asset or part of a group of similar financial assets) is
derecognised when:
- the rights to receive cash flows from the asset have
expired;
- The Company has transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under a
‘pass-through’ arrangement; and either (a) the Company has
transferred substantially all the risks and rewards of the asset,
or (b) the Company has neither transferred nor retained
substantially all the risks and rewards of the asset, but has
transferred control of the asset.
Financial liabilities
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in
profit or loss.
Offsetting financial instruments
Financial assets and financial liabilities are offset and the
net amount reported in the statement of financial position if, and
only if, there is a currently enforceable legal right to offset the
recognised amounts and there is an intention to settle on a net
basis, or to realise the asset and settle the liability
simultaneously. The right of set-off must not be contingent on a
future event and must be legally enforceable in all of the
following circumstances: the normal course of business, the event
of default, and the event of insolvency or bankruptcy of the entity
and all of the counterparties. This is not generally the case with
master netting agreements, and the related assets and liabilities
are presented gross in the statement of financial position.
Share capital, share premium
Ordinary shares are classified as equity. The difference between
the fair value of the consideration received by the Company and the
nominal value of the share capital being issued is taken to the
share premium account.
Related parties
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party in making financial or operational
decisions. In considering each possible related party relationship,
attention is directed to the substance of the relationship, not
merely the legal form. Related parties may enter into transactions
which unrelated parties might not, and transactions between related
parties may not be affected on the same terms, conditions and
amounts as transactions between unrelated parties.
4. Critical accounting estimates, judgements and
assumptions
The preparation of the Company's financial statements requires
management to make judgments, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities,
and the disclosure of contingent liabilities, at the reporting
date. However, uncertainty about these assumptions and estimates
could result in outcomes that could require a material adjustment
to the carrying amount of the asset or liability affected in the
future.
Judgments
In the process of applying the Company's accounting policies,
management has made the following judgments, which had the most
significant effect on the amounts recognised in the financial
statements:
- Impairment of investments in subsidiaries, joint venture and
associates Indicators of impairment include such items as
declines in revenues, earnings or cash flows or material adverse
changes in the economic or political stability of a particular
country, which may indicate that the carrying amount of an asset is
not recoverable. If facts and circumstances indicate that
investment in subsidiaries may be impaired, the estimated future
discounted cash flows associated with these investments would be
compared to their carrying amounts to determine if a write-down to
fair value is necessary.
5. General and administrative expenses
Operating profit is stated after charging the following general
and administrative expenses:
2021
2020
$
$
Consulting services
12,105
3,525
Assignment costs
442,448
–
Other expenses
2,103
264
456,656
3,789
6. Investments
2021
2020
$
$
Balance at 1 January
–
–
Additions
16,400,460
–
Impairment charge
(15,392,960)
–
Balance at 31 December
1,007,500
–
Name
2021
2020
2021
2020
Holding
Holding
$
$
%
%
Harrow Holdings Ltd
100%
70,6%
–
–
Target Global Selected Opportunities
LLC
5,1%
–
1,007,500
–
1,007,500
–
During the year 2021, the Company repurchased 29,4% shares in
Harrow Holdings Ltd for USD 15,392,960 (including cash payment of
USD 15,135,595) and made a decision to liquidate the subsidiary,
hence the impairment in full amount was recognized.
During 2021, the Company received back its advance paid for the
purchase of investment (USD 47,500,000) as investments were not
supplied. The Company also received a compensation for breach of a
supply agreement in the amount of USD 4,750,000.
7. Cash and cash equivalents
For the purposes of the cash flow statement, the cash and cash
equivalents include the following:
2021
2020
$
$
USD Account in Credit Suisse AG
17,045,641
63,924
EUR Account in Credit Suisse AG
474,321
223,860
Total cash
17,519,962
287,784
8. Earnings per share
Basic earnings per share amounts are calculated by dividing
consolidated net profit for the year of the Company attributable to
ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing
the consolidated net profit attributable to ordinary equity holders
of the Company adjusted for the effect of any potential share
exercise by the weighted average number of ordinary shares
outstanding during the year plus the weighted average number of
ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in basic
and diluted earnings per share computations for the years ended
December 31:
Group figures:
2021
2020
$
$
Net profit/(loss) attributable to
ordinary equity holders of the Company for basic earnings
(11,144,599)
13,189,465
Weighted average number of ordinary shares
for basic earnings per share
500
500
Weighted average number of ordinary shares
for diluted earnings per share
500
500
Earnings per share:
Basic, profit attributable to ordinary
equity holders of the Company
(22,289)
26,379
Diluted, profit attributable to ordinary
equity holders of the Company
(22,289)
26,379
There have been no other transactions involving ordinary shares
or potential ordinary shares between the reporting date and the
date of completion of these financial statements.
9. Related party balances and transactions
The following transactions were carried out with related
parties:
Loans from related party
Details of loans granted by related parties are set out
below:
Lender
Country
Original currency
Initial principle balance in
original currency
Date of granting
Maturity date
Interest rate
2021
2020
%
$
$
Solonin Sergey
Russia
USD
47 500 000
1-aug-18
1-aug-2023
0%
16,539,489
34,655,213
10. Financial risk management objectives and policies
Financial risk factors
The main risks that could adversely affect the Company’s
financial assets, liabilities or future cash flows are, liquidity
and market risk. Management reviews and approves policies for
managing each of the risks which are summarized below.
10.1 Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting its obligations associated with financial
liabilities. The Company has established procedures with the
objective of maintaining a balance between continuity of funding
and flexibility through the use of loans.
The table below summarises the maturity profile of the Company’s
financial liabilities at the statement of financial position date
based on contractual undiscounted payments:
December 31, 2021
On demand
from 1 to 3 years
more than 3 years
Total
$
$
$
$
Borrowings
-
16,539,489
-
-
December 31, 2020
On demand
from 1 to 3 years
more than 3 years
Total
$
$
$
$
Borrowings
-
34,655,213
-
-
The management of the Company did not identify any liquidity
risk arising from the payables owned to its owner.
10.2 Capital management
For standalone financial statement purposes, capital includes
share capital and borrowings. To maintain or adjust the capital
structure, the Company may return capital to shareholders, issue
new shares or incur debt.
The Company’s overall objectives, policies and processes remain
unchanged from last year.
11. Events after the reporting period
In July 2022, the Company and Sergey Solonin, QIWI PLC’s largest
shareholder and chairman of QIWI PLC board of directors, invited
the stockholders of QIWI PLC, a company formed under the laws of
Cyprus, to tender up to 10,000,000 of QIWI PLC’s Class B Ordinary
Shares (including Class B Ordinary Shares represented by American
Depositary Shares), for purchase by the Company in cash at a price
of $2.50 per Class B Ordinary Share (including Class B Ordinary
Shares represented by American Depositary Shares), less any
applicable withholding taxes and without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase
filed by the Company with the U.S. Securities and Exchange
Commission on July 19, 2022 (as it may be amended or supplemented
from time to time).
In August 2022, the Company entered into another loan agreement
with its sole shareholder (Sergey Solonin) with a maximum borrowing
capacity of up to USD 11,000,000, with repayment due by December
31, 2024. The amount of USD 3,000,000 has been received by the
Company as of the date of these financial statements. All free cash
the Company has is expected to be spent for tender offer.
DALLIANCE SERVICE COMPANY INTERIM CONDENSED FINANCIAL STATEMENTS
30 June 2022
CONTENTS
Interim condensed statement of comprehensive income Interim
condensed statement of financial position Interim condensed
statement of changes in equity Interim condensed statement of cash
flows Notes to the Interim condensed financial Statements
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME 30 June
2022
Three months ended
Six months ended
Three months ended
Six months ended
June 30, 2021
June 30, 2022
Note
$
$
$
$
General and administrative expenses
3
(448,308)
(453,437)
(52,044)
(66,894)
Loss from operations
(448,308)
(453,437)
(52,044)
(66,894)
Compensation for breach of contract
4
4,750,000
4,750,000
–
–
Foreign exchange gain/(loss), net
–
(16,270)
–
(34,203)
Profit/(loss) before tax
4,301,692
4,280,293
(52,044)
(101,097)
Income tax
–
–
–
–
Net profit/(loss)
4,301,692
4,280,293
(52,044)
(101,097)
Other comprehensive income
–
–
–
–
Total other comprehensive
(loss)/income, net of tax
4,301,692
4,280,293
(52,044)
(101,097)
Earnings per share:
Basic, profit attributable to ordinary
equity holders of the parent
8,603
8,561
(104)
(202)
Diluted, profit attributable to ordinary
equity holders of the parent
8,603
8,561
(104)
(202)
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION 30 June
2022
As of
December 31, 2021
As of
June 30, 2022
Note
$
$
Assets
Non-current assets
Investments
4
1,007,500
1,027,500
Current assets
Receivables
500
500
Cash and cash equivalents
5
17,519,962
17,398,865
Total assets
18,527,962
18,426,865
Equity
Share capital
500
500
Retained earnings
1,987,973
1 886,876
Total equity
1,988,473
1,887,376
Non-current liabilities
Borrowed funds
6
16,539,489
16,539,489
Total equity and liabilities
18,527,962
18,426,865
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY 30 June
2022
Share capital
Number of
shares issued and
outstanding
Amount
Retained earnings
Total equity
Balance as of January 1, 2021
500
500
13,132,572
13,133,072
Profit for the period
–
–
4,301,692
4,301,692
Balance as of June 30, 2021
500
500
17,434,264
17,434,764
Share capital
Number of
shares issued and
outstanding
Amount
Retained earnings
Total equity
Balance as of January 1, 2022
500
500
1,987,973
1,988,473
Profit for the period
–
–
(101,097)
(101,097)
Balance as of June 30, 2022
500
500
1,886,876
1,887,376
INTERIM CONDENSED STATEMENT OF CASH FLOWS 30 June 2022
Six months ended
June 30, 2021
June 30, 2022
Note
$
$
Operating activities
Cash paid to suppliers
(10,989)
(66,319)
Net cash flow used in operating
activities
(10,989)
(66,319)
Investing activities
Refund of advance for Investments
52,250,000
–
Purchase of Investments
(15,020,095)
(20,000)
Proceeds from sale Investments
Net cash flow generated from investing
activities
37,229,905
(20,000)
Financing activities
Repayment of borrowed funds
(17,504,818)
–
Net cash flow used in financing
activities
(17,504,818)
–
Effect of exchange rate changes on cash
and cash equivalents
(16,200)
(34,778)
Net increase in cash and cash
equivalents
19,697,898
(121,097)
Cash and cash equivalents at the beginning
of the period
287,784
17,519,962
Cash and cash equivalents at the end of
the period
19,985,682
17,398,865
1. Corporate information
Country of incorporation
Dalliance Services Company, referred to herein as the
''Company'', was incorporated in Marshall Islands on April 3, 2017.
Its registered office is at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH96960.
The principal activity of the Company is the holding of
investments.
Sergey Solonin is the sole shareholder of the Company as of June
30, 2022.
The only subsidiary of the Company, Harrow Holdings Ltd, is a
commercial entity formed under the laws of Seychelles and is
impaired in full and is under liquidation.
2. Basis of preparation
The interim condensed financial statements for the six months
ended June 30, 2022 have been prepared in accordance with IAS 34
Interim Financial Reporting.
The interim condensed consolidated financial statements are
presented in US Dollars (“USD”).
The interim condensed financial statements do not include all
the information and disclosures required in the annual financial
statements and should be read in conjunction with the Company’s
annual financial statements as of December 31, 2021.
The accounting policies adopted in the preparation of the
interim condensed financial statements are consistent with those
followed in the preparation of the Company’s annual consolidated
financial statements for the year ended December 31, 2021, except
for the adoption of amended IFRS effective as of January 1, 2022.
The Company has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet
effective.
The following amended standards became effective for the Company
from January 1, 2022, but did not have any impact on the interim
condensed financial statements of the Group:
- Amendments to IFRS 3: Reference to the Conceptual Framework
(issued in May 2020)
- Amendments to IAS 16: Property, Plant and Equipment: Proceeds
before Intended Use (issued in May 2020)
- Amendments to IAS 37: Onerous Contracts – Costs of Fulfilling a
Contract (issued in May 2020)
- 2018-2020 annual improvements to IFRS standards:
- IFRS 1 First-time Adoption of International Financial Reporting
Standards – Subsidiary as a first-time adopter
- IFRS 9 Financial Instruments – Fees in the ‘10 per cent’ test
for derecognition of financial liabilities
- IAS 41 Agriculture – Taxation in fair value measurements
3. General and administrative expenses
Operating profit is stated after charging the following general
and administrative expenses:
Three months ended June 30,
2021
Six months ended June 30,
2021
Three months ended June 30,
2022
Six months ended June 30,
2022
$
$
$
$
Consulting services
(4,403)
(9,461)
(51,565)
(66,244)
Assignment costs
(442,448)
(442,448)
–
–
Other expenses
(1,457)
(1,529)
(479)
(650)
(448,308)
(453,437)
(52,044)
(66,894)
4. Investments
2022
$
Balance at 1 January
1,007,500
Additions
20,000
Balance at 30 June
1,027,500
Name
December 31, 2021
Holding
%
June 30, 2022
Holding
%
December 31, 2021
$
June 30, 2022
$
Harrow Holdings Ltd
100%
100%
–
–
Target Global Selected Opportunities
LLC
5,1%
5,1%
1,007,500
1,027,500
1,007,500
1,027,500
During the six months ended June 30, 2021, the Company received
back its advance paid for the purchase of investment (USD
47,500,000) as investments were not supplied. The Company also
received compensation for breach of a supply agreement in the
amount of USD 4,750,000.
5. Cash and cash equivalents
For the purposes of the cash flow statement, the cash and cash
equivalents include the following:
As of
December 31, 2021
As of
June 30, 2022
$
$
USD Account in Credit Suisse AG
17,045,641
17,025,566
EUR Account in Credit Suisse AG
474,321
373,299
Total cash
17,519,962
17,398,865
6. Related party balances and transactions
The following transactions were carried out with related
parties:
Loans from related party
Details of loans granted by related parties are set out
below:
Lender
Country
Original currency
Initial principle balance in
original currency
Date of granting
Maturity date
Interest rate
As of
December 31, 2021
As of
June 30, 2022
%
$
$
Sergey Solonin
Russia
USD
47 500 000
1-aug-18
1-aug-2023
0%
16,539,489
16,539,489
7. Events after the reporting period
In July 2022, the Company and Sergey Solonin, QIWI PLC’s largest
shareholder and chairman of QIWI PLC board of directors, invited
the stockholders of QIWI PLC, a company formed under the laws of
Cyprus, to tender up to 10,000,000 of QIWI PLC’s Class B Ordinary
Shares (including Class B Ordinary Shares represented by American
Depositary Shares), for purchase by the Company in cash at a price
of $2.50 per Class B Ordinary Share (including Class B Ordinary
Shares represented by American Depositary Shares), less any
applicable withholding taxes and without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase
filed by the Company with the U.S. Securities and Exchange
Commission on July 19, 2022 (as it may be amended or supplemented
from time to time).
In August 2022, the Company entered into another loan agreement
with its sole shareholder (Sergey Solonin) with a maximum borrowing
capacity of up to USD 11,000,000, with repayment due by December
31, 2024. The amount of USD 3,000,000 has been received by the
Company as of the date of these financial statements. All free cash
the Company has is expected to be spent for tender offer.
Additional Information and Where to Find it.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation, or sale in any jurisdiction in
which such offering, solicitation, or sale would be unlawful.
The tender offer is being made pursuant to a Tender Offer
Statement on Schedule TO (including an Offer to Purchase, a related
Letter of Transmittal and certain other tender offer documents)
filed by the Offeror and Sergey Solonin with the SEC on July 19,
2022, as amended or supplemented from time to time. Holders of
Shares and Shares represented by ADSs are urged to read these
documents carefully (as each may be amended or supplemented from
time to time) because they contain important information that
holders of Shares and Shares represented by ADSs should consider
before making any decision regarding tendering their Shares and
Shares represented by ADSs. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents,
will be made available to all holders of Shares at no expense to
them. The tender offer materials will be made available for free at
the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220829005446/en/
For more information,
contact: Alliance Advisors,
LLC (877) 587-1963 QIWI@allianceadvisors.com
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