Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
02 June 2021 - 6:42AM
Edgar (US Regulatory)
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 June 2021
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): ¨
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference
into the registration statements on Form S-8 (Registration Numbers 333-232778 and 333-231557) and Form F-3 (Registration Number 333-239560)
of HeadHunter Group PLC (the “Company”) (including any prospectuses forming a part of such registration statements) and to
be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed
or furnished.
Amended and Restated Shareholders’ Agreement
On June 1, 2021, certain principal shareholders of the Company, ELQ
Investors VIII Limited (“ELQ”) and Highworld Investments Limited (“Highworld,” and together with ELQ, the “Shareholders”),
entered into an amended and restated shareholders’ agreement (the “Amended and Restated Shareholders’ Agreement”)
to amend, restate and supersede the Shareholders’ Agreement entered into by the Shareholders on May 13, 2019 (the “Original
Shareholders’ Agreement”). The Amended and Restated Shareholders’ Agreement is effective upon completion of a proposed
underwritten secondary public offering of the Company’s shares, and terminates if such offering does not occur by August 10, 2021.
In that event, the Original Shareholders’ Agreement shall remain in full force and effect.
The Amended and Restated Shareholders’
Agreement provides that until May 13, 2024, ELQ shall not transfer any of its shares without Highworld’s written consent (to
be given or withheld at its sole discretion). Notwithstanding the foregoing, ELQ may transfer the Company’s shares without
Highworld’s consent if (i) such transfer is to any of its affiliates (a “Permitted Transferee”), (ii) such
transfer does not result in ELQ (along with its Permitted Transferees) owning less than 2,025,429 shares in the Company or (iii) ELQ
or any of its affiliates reasonably determines following consultation with external counsel, or is informed by a governmental
authority, that it is or may become impermissible under applicable law for ELQ or any of its Permitted Transferees to continue to
hold shares in the Company.
The above restrictions will cease to apply to ELQ at any time following
the date on which the total number of our shares held by Highworld (along with its affiliates) is (i) less than 15,697,074 (the “Minimum
Shareholding Requirement”) or (ii) greater than 17,722,502 (the “Maximum Shareholding Requirement”). Notwithstanding
the foregoing, if, within 20 business days of the date on which Highworld (along with its affiliates) has ceased to hold a total number
of shares in the Company greater than the Minimum Shareholding Requirement, Highworld has provided notice to ELQ that the total number
of shares of the Company held by Highworld (along with its affiliates) has again become greater than the Minimum Shareholding Requirement
(but, in any case, lower than the Maximum Shareholding Requirement), then the restrictions described above shall again apply to ELQ in
accordance with their terms, without prejudice to any transfer of shares made by ELQ during the time when such restrictions were not applicable.
Further, the Amended and Restated Shareholders’ Agreement provides
that each of the Shareholders agrees to vote all of its shares in the Company on matters subject to the vote of such Shareholder so that
at any time when either Shareholder has the right to nominate one or more directors pursuant to the Amended and Restated Shareholders’
Agreement, the Company’s board of directors shall consist of nine directors unless otherwise agreed in writing by the Shareholders.
The other material provisions of the Original Shareholders’
Agreement, including the provisions relating to the exercise of voting rights and appointment of directors by the Selling Shareholders,
have not been amendment or otherwise modified by the Amended and Restated Shareholders’ Agreement and remain in full force and
effect as of the date hereof. The foregoing description of the Amended and Restated Shareholders’ Agreement does not purport to
be a complete description and is qualified in its entirety by reference to the full text of the Amended and Restated Shareholders’
Agreement, which is attached hereto as Exhibit 99.1.
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: June 1, 2021
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By:
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/s/ Mikhail Zhukov
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Mikhail Zhukov
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Chief Executive Officer
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