Loans and borrowings | 21. Loans and borrowings Loans and borrowings of the Group are presented in the table below. December 31, December 31, 2021 2020 Long-term loans and borrowings: Bank loan 3,362,762 3,831,270 Non-convertible bonds 3,973,079 3,960,056 Other loan - principal 2,972 — Other loan - interest 63 — Total 7,338,876 7,791,326 Current loans and borrowings: Bank loan – current portion 585,316 471,027 Bank loan - interest 99,981 — Non-convertible bonds – interest 12,723 12,584 Other loan – principal 743 1,478 Other loan – interest 15 11 Total 698,778 485,100 (a) Bank loan The bank loan of RUB 5 billion was obtained by the Group in May 2016 from a major state-owned bank PJSC ‘VTB Bank’ to finance the acquisition of 100% ownership interest in HeadHunter from Mail.Ru Group Limited (LSE: MAIL). On October 5, 2017 the Group entered into a supplemental agreement which increased the amount of the bank loan facility from RUB 5 billion to RUB 7 billion and distributed RUB 2 billion to shareholders. In August 2020 the Group has signed an amended loan agreement with the PJSC ‘VTB Bank’, which extended the loan maturity from October 2022 to June 2025 and relaxed performance covenants related to revenue and cash receipts until the middle of 2021. Change in the loan terms was assessed as modification not resulting in derecognition of the loan, related gain of 5,617 is included in ‘Finance income’ in the consolidated statement of income and comprehensive income for the year ended December 31, 2020. The major terms of the loan are as follows: ● Interest rate: Central Bank of Russia Key Rate + 2% ; ● Ultimate maturity: June 2025; ● Principal financial covenants: the ratio of net debt to EBITDA (as defined in the loan agreement), the ratio of EBITDA to interest expense (as defined in the loan agreement), the minimum amount of revenue, and the minimum amount of cash sales. As at December 31, 2021 the Group was compliant with all financial and other covenants per the loan agreement. The loan is collateralized with shares of Headhunter LLC (Russia) and Headhunter FSU Limited, the above-mentioned entities being key holding and operating entities of the Group. The loan agreement includes various legal restrictions including change of control provisions, issuance of capital, restructuring, restrictions/consent on limits of shareholder distributions, and sale and purchase of assets. The carrying amounts of the bank loan approximated its fair value at each reporting date. (b) Non-convertible bonds In connection with the acquisition of 100% interest of Zarplata in December 2020, the Group issued interest-bearing non-convertible bonds on Moscow Exchange (MOEX) with nominal value of RUB 4 billion. The Group incurred transaction costs of RUB 40 million representing bank commissions and other 3rd parties services in connection with the issue. The major terms of the bonds are as follows: ● Interest rate: 6.45% ● Coupon period: 91 days ● Call option: callable by the Group at end of each coupon period ● Ultimate maturity: December 2023 The fair value of the bonds is 3,812,723 at the reporting date. (c) Reconciliation of movements of liabilities to cash flows arising from financing activities The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities. Liabilities Equity Total Payables to/ Bank and Receivables other loans from non- and Dividends controlling borrowings Lease payables to interests Treasury (Notes 21 (a), liabilities shareholders (Note shares(Note 21(b)) (Note 23) (Note 19(d)) 19(d)) 19(f)) Balance at January 1, 2021 8,276,426 241,997 — — — 8,518,423 Changes from financing cash flows Acquisition of treasury shares — — — — (1,096,357) (1,096,357) Bank and other loans received 7,765 — — — — 7,765 Bank loan repaid (400,672) — — — — (400,672) Bank loans and other borrowings origination fees paid (43,615) — — — — (43,615) Dividends paid — — (2,073,893) (106,978) — (2,180,871) Repayment of lease liabilities — (90,166) — — — (90,166) Cash paid for non-controlling interest — — — (155,177) — (155,177) Total changes from financing cash flows (436,522) (90,166) (2,073,893) (262,155) (1,096,357) (3,959,093) Other changes not relating to financing cash flows Interest accrued 613,439 20,464 — — — 633,903 Interest paid (485,512) (20,464) — — — (505,976) New leases, including modifications — 45,260 — — — 45,260 Distributions to shareholders and non-controlling interest — — 2,047,690 109,932 — 2,157,622 Changes in payables related to transaction costs on bonds issue 39,012 — — — — 39,012 Acquisition of loan with the subsidiary acquired 30,765 — — — — 30,765 Acquisition of non-controlling interest — — — 155,177 — 155,177 Foreign exchange gain 7 — 26,203 — — 26,210 Foreign currency translation differences 39 (46) — (2,954) — (2,961) Total other changes 197,750 45,214 2,073,893 262,155 — 2,579,012 Balance at December 31, 2021 8,037,654 197,045 — — (1,096,357) 7,138,342 Payables to/ Bank and Receivables other loans from non- and Dividends controlling borrowings Lease payables to interests (Notes 21(a), liabilities shareholders (Note 21(b)) (Note 23) (Note 19(d)) 19(d)) Total Balance at January 1, 2020 5,129,055 290,618 — — 5,419,673 Changes from financing cash flows Bank and other loans received 4,616,478 — — — 4,616,478 Non-convertible bonds issued 4,000,000 — — — 4,000,000 Bank loan repaid (5,397,895) — — — (5,397,895) Dividends paid — — (1,885,441) (102,731) (1,988,172) Bank loan origination fees (56,668) — — — (56,668) Repayment of lease liabilities — (59,737) — — (59,737) Contribution from non-controlling interest received — — — 44 44 Total changes from financing cash flows 3,161,915 (59,737) (1,885,441) (102,687) 1,114,050 Other changes not relating to financing cashflows Interest accrued 364,313 26,334 — — 390,647 Interest paid (339,845) (26,334) — — (366,179) New leases, including modifications — 10,754 — — 10,754 Distributions to shareholders and non-controlling interest — — 1,800,520 103,126 1,903,646 Transaction costs related to bond issue (39,012) — — — (39,012) Contribution from non-controlling interest — — — (44) (44) Foreign exchange gain — — 84,921 — 84,921 Foreign currency translation differences — 362 — (395) (33) Total other changes (14,544) 11,116 1,885,441 102,687 1,984,700 Balance at December 31, 2020 8,276,426 241,997 — — 8,518,423 Bank and Dividends other loans payables to and Dividends non- borrowings Lease payables to controlling (Notes 21 (a), liabilities shareholders interests (Note 21(b)) (Note 23) (Note 19(d)) 19(d)) Total Balance at January 1, 2019 6,437,616 343,455 — 5,916 6,786,987 Changes from financing cash flows Bank loan repaid (1,055,000) — — — (1,055,000) Other loan repaid (270,000) — — — (270,000) Acquisition of non-controlling interest — — — (2,107) (2,107) Dividends paid — — (1,133,501) (131,456) (1,264,957) Repayment of lease liabilities — (61,376) — — (61,376) Total changes from financing cash flows (1,325,000) (61,376) (1,133,501) (133,563) (2,653,440) Other changes Interest accrued 565,918 32,941 — — 598,859 Interest paid (549,479) (32,941) — — (582,420) New leases, including modifications — 9,147 — — 9,147 Distributions to shareholders and non-controlling interest — — 1,160,345 126,460 1,286,805 Foreign exchange loss — — (26,844) — (26,844) Foreign currency translation differences — (608) — 1,187 579 Total other changes 16,439 8,539 1,133,501 127,647 1,286,126 Balance at December 31, 2019 5,129,055 290,618 — — 5,419,673 |