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Russian job board HeadHunter announces filing to deregister from US Securities and Exchange Commission

11 July 2023

HeadHunter Group PLC, the Russian job board, announced that it filed a Form 15F with the US Securities and Exchange Commission with the intention of terminating the registration of its ordinary shares and American Depositary Shares, each representing one Ordinary Share.

The group also intends to terminate its reporting obligations under Sections 13(a) and Section 15(d) of the US Securities Exchange Act of 1934, as amended.

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all the company’s reporting obligations under the Exchange Act will be suspended unless the Form 15F is subsequently withdrawn or denied.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 are expected to become effective 90 days after its filing of Form 15F with the SEC.

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.

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 decision by The Nasdaq Stock Market LLC Hearings Panel to delist the company’s ADSs from Nasdaq. The Delisting became effective on 8 July 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, HeadHunter 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.

“We remain focused on maintaining business growth,” the company stated. “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.”

HeadHunter ranks No. 17 on SIA’s global list of largest online job advertising firms.