UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2023
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 ¨
On July 10, 2023, HeadHunter Group PLC (the “Company”)
issued a press release announcing the filing of a Form 15F with the U.S. Securities and Exchange Commission with the intention of terminating the registration of the Company’s ordinary shares (the “Ordinary Shares”) and American Depositary
Shares, each representing one Ordinary Share, and its reporting obligations under Sections 13(a) and Section 15(d) of the
U.S. Securities Exchange Act of 1934, as amended.
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: July 10, 2023 |
By: |
/s/ Dmitry Sergienkov
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Dmitry Sergienkov |
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Chief Executive Officer |
Exhibit 99.1
HeadHunter Announces Filing of Form 15F
to Deregister with the U.S. Securities and Exchange Commission
MOSCOW, Russia, July 10, 2023 – HeadHunter Group PLC (MOEX:
“HHRU”) (“HeadHunter,” “we” or the “Company”) announces that it filed a Form 15F
with the U.S. Securities and Exchange Commission (the “SEC”) today with the intention of terminating the registration of its
ordinary shares (the “Ordinary Shares”) and American Depositary Shares (the “ADSs”), each representing one Ordinary
Share, and its reporting obligations under Sections 13(a) and Section 15(d) of the U.S. Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Following the filing of the Form 15F with the SEC, all the Company’s reporting
obligations under the Exchange Act will be suspended unless the Form 15F is subsequently withdrawn or denied.
Deregistration with the SEC and
termination of the Company’s reporting obligations under the Exchange Act (collectively, the “Deregistration”) are
expected to become effective 90 days after its filing of Form 15F with the SEC (“Form 15 Effective Date”).
Once the Form 15F is filed and before the Form 15F Effective Date, the Company will publish the information required under
Rule 12g3-2(b) of the Exchange Act on its website, https://investor.hh.ru/. Notwithstanding the
Deregistration, the Company currently intends to continue disclosing financial information on a regular basis subject to applicable
laws and regulations.
The Company decided to proceed with the Deregistration following the
affirmative decision by The Nasdaq Stock Market LLC (“Nasdaq”) Hearings Panel to delist the Company’s ADSs from Nasdaq
(the “Delisting”), as previously disclosed in the Company’s press release published on June 21, 2023. The Delisting
became effective on July 8, 2023.
The Company intends to maintain its ADS program and the corresponding
deposit agreement following the Delisting and Deregistration, and the trading of the Company’s ADSs on the Moscow Exchange is unaffected
and continues as usual. As announced previously, the Company is also considering several strategic alternatives which may be carried out
following the Delisting and Deregistration, potentially including providing liquidity to the Company’s shareholders, redomiciling
or restructuring the Company by moving its corporate governance to Russia, with the Moscow Exchange remaining the primary trading market
for the Company’s shares. To date, the Company has not made any definitive plans.
The Delisting and Deregistration do not impact HeadHunter’s business
operations or financial position, and we remain focused on maintaining business growth. Neither the Company nor any of its subsidiaries
is directly subject to any sanctions imposed by authorities of the United States, the United Kingdom, the European Union or other countries.
Contacts:
Investor Inquiries
Telman Shagants
E-mail: investor@hh.ru
Media Inquiries
Alexander Dzhabarov
E-mail: a.dzhabarov@hh.ru
About HeadHunter Group PLC
HeadHunter is the leading online recruitment platform
in Russia and the Commonwealth of Independent States focused on providing comprehensive talent acquisition services, such as access to
extensive CV database, job postings (jobs classifieds platform) and a portfolio of value-added services.
FORWARD-LOOKING STATEMENTS
This press release
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained
in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation,
statements regarding the Deregistration and related timing, the strategic alternatives considered by the Company, as well as statements
that include the words “expect,” “intend,” “plan,” “believe,” “may,” “should,”
“anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s
current expectations. Actual results may differ materially from the results predicted or implied by such statements, and our reported
results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual
results to differ from the results predicted or implied by such statements include, among others, significant competition in our markets,
macroeconomic and global geopolitical developments affecting the Russian economy or our business, changes in the political, legal and/or
regulatory environment, as well as those risks and uncertainties included under the caption “Risk Factors” in our Annual Report
on Form 20-F for the year ended December 31, 2022, as such factors may have been updated from time to time in our other filings
with the SEC made prior to the Deregistration, each of which is on file with the SEC and is available on the SEC website at www.sec.gov.
In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible
for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we
may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release
are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied
in the forward-looking statements.
Accordingly, you should not rely upon forward-looking statements as
predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as
of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which
the statements are made or to reflect the occurrence of unanticipated events.
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