UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2022
Commission File Number: 001-38882
HeadHunter Group PLC
(Translation of registrant’s name into
English)
9/10 Godovikova St.
Moscow, 129085, Russia
(Address of principal
executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On August 15, 2022, HeadHunter Group PLC issued a press release
announcing its financial results for the quarter ended June 30, 2022, a copy of which is furnished herewith as Exhibit 99.1
to this Report on Form 6-K.
Supplemental Risk Factor Disclosure
In connection with new legislative initiatives, the Company
is supplementing the risk factors previously disclosed in Part I, Item 3.D of its Annual Report on Form 20-F for the fiscal
year ended December 31, 2021, filed with the Securities and Exchange Commission on April 27, 2022, to amend and restate in its entirety
the following risk factor under the heading “Risk Factors - Risks Relating to the Russian Federation and Other Markets
in Which We Operate”:
Failure to comply with existing laws and regulations
or to obtain all approvals, authorizations and permits, or the findings of government inspections or increased governmental regulation
of our operations, could result in a disruption in our business and substantial additional compliance costs and sanctions.
Our operations and properties are subject
to regulation by various government entities and agencies in connection with obtaining and renewing various licenses, approvals, authorizations
and permits, as well as with ongoing compliance with existing laws, regulations and standards. Regulatory authorities exercise considerable
discretion in matters of enforcement and interpretation of applicable laws, regulations and standards, the issuance and renewal of licenses,
approvals, authorizations and permits and in monitoring licensees’ compliance with the terms thereof. Russian authorities have the
right to, and frequently do, conduct periodic inspections of our operations and properties throughout the year. Any such future inspections
may conclude that we or our subsidiaries have violated laws, decrees or regulations, and we may be unable to refute such conclusions or
remedy the violations.
Our failure to comply with existing laws
and regulations of the countries where we operate or to obtain all approvals, authorizations and permits or the findings of government
inspections including the State Labor Inspection Service may result in the imposition of fines or penalties or more severe sanctions including
the suspension, amendment or termination of our licenses, approvals, authorizations and permits, or requirements that we cease certain
of our business activities, or criminal and administrative penalties applicable to our officers. Moreover, an agreement or transaction
entered into in violation of law may be invalidated and/or unwound by a court decision. Any such decisions, requirements or sanctions,
or any increase in governmental regulation of our operations, could result in a disruption of our business and substantial additional
compliance costs, and our business, prospects, financial condition and results of operations could be materially and adversely affected.
See also “—The FAS’s determination that we hold a dominant position in the market where we operate, together with
SuperJob and RDV-Soft (a company that operates the Rabota.ru recruiting website), and that we abused this dominant position through restricting
access to our CV database for Stafori LLC’s “Robot Vera” software may adversely affect our business, financial condition
and results of operations.”
In addition, the Federal Law No. 374-FZ
dated July 6, 2016, also known as the “Yarovaya Law” (named after the Russian senator who initiated this law) (the “Yarovaya
Law”) amending, among others, the Law on Information, requires arrangers of information distribution by means of internet (the “arranger”)
to store certain data for a period of one year. The norm of the law relating to the storage of messages content entered into force
on July 1, 2018, see Item 4. “Information on the Company, B. Business Overview—Regulation—Privacy and Personal
Data Protection Regulation.” In December 2020, the Ministry of Digital Development, Communications and Mass Media of the
Russian Federation suggested delaying implementation of certain requirements on data storage for one year in light of the COVID-19
outbreak and related worsening in economic conditions. We believe that this regulation will not cause us to incur substantial additional
costs. However, the range of penalties for non-compliance with the Yarovaya Law is not entirely clear and may potentially entail other
types of administrative penalties in addition to fines. If any of these were material or we were found to be in non-compliance, our business
prospects, financial condition and results of operations could be materially and adversely affected.
The Sovereign Internet Law, which predominantly
entered into force in November 2019, imposes a number of obligations on entities having autonomous system numbers (these numbers
are defined as unique identifiers of the autonomous systems, “ASN,” which in turn, are systems of IP-networks and routers
that adhere to a common routing policy and to which several IP-addresses can be assigned (the “Internet Providers”)). The
Internet Providers are required to, among other things, install certain software and hardware to determine IP addresses, take part in
practical trainings arranged by the Russian authorities and provide necessary assistance to the Russian investigative authorities. The
Russian authorities have adopted certain implementing legislation, but other implementing legislation has yet to be developed. See also
“—Any disruption in internet access, telecommunications networks or our technology platform may cause slow response times
or otherwise impair our users’ experience, which may in turn reduce user traffic to our website and significantly harm our business,
financial condition and operating results.” If we were found to be in non-compliance with the requirements of the Sovereign
Internet Law, our business prospects, financial condition and results of operations could be affected.
In addition, the Law on Information also
sets forth certain content moderation rules. This law provides for an obligation of online businesses to adopt notice-and-take-down approach
and delete (block) information which, under Russian law, is considered illicit immediately upon notice from the authorities and requires
certain businesses (e.g. audiovisual services owners and social networks with more than 500,000 daily users) to review and proactively
delete illicit content. In December 2021, Russian courts issued major fines (up to circa US$100 million) against several global companies
for failure to comply with these rules. As of the date of this Annual Report we are closely monitoring all advertising that we allow on
our platforms, but there can be no assurance that Roskomnadzor will not reveal any non-compliance with rules described above in future.
More recently, in June 2022, a draft
law aiming at restricting foreign ownership in online services for posting ads to 20% was submitted to the State Duma (the lower
chamber of the Russian Parliament). If this draft law is adopted as currently drafted it may be applicable to us and we may be required
to restructure or otherwise adapt our operations or corporate structure to comply with such restrictions. In addition, the State Duma
adopted in the first reading a draft amendment to the law "On Advertising", which involves the creation of a single operator
of digital advertising structures. The draft law is broadly drafted and it is unclear whether and to what extent it can apply to us and/or
affect our operations. It is currently uncertain at which point, if at all, any of these bills could be signed into law and what would
be the scope of any new restrictions that may be imposed pursuant to these legislative initiatives. As a result, it is difficult for us
to estimate the potential impact of these draft legislations on our business and the corporate structure.
***
The information in this Report on Form 6-K
under the caption “Supplemental Risk Factor Disclosure” is hereby incorporated by reference into the Company’s
Registration Statement on Form F-3 (Registration No. 333-239560) and Registration Statements on Form S-8 (Registration Nos.
333-231557 and 333-232778).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HeadHunter Group PLC |
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Date: August 15, 2022 |
By: |
/s/ Mikhail Zhukov |
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Mikhail Zhukov |
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Chief Executive Officer |
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