As filed with the U.S. Securities and Exchange Commission on April 25, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
HeadHunter Group PLC
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
The Republic of Cyprus
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11
New York, NY 10179
Telephone:+1-800-990-1135
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Cogency Global Inc.
10 E. 40th Street, 10th Floor
New York, NY 10016
Telephone:+1-800-600-9540
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11
New York, NY 10179
Telephone:+1-800-990-1135
It is proposed that this filing become effective under Rule 466
☐ immediately upon filing
☐ on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. ☒
CALCULATION OF REGISTRATION FEE
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Title of each class of Securities to be registered | Amount to be | Proposed maximum aggregate price per unit (1) | Proposed offering price (2) | Amount of registration fee | ||||
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one (1) ordinary share, nominal value €0.002 per ordinary share, of HeadHunter Group PLC | 50,000,000 American Depositary Shares | $0.05 | $2,500,000 | $303 | ||||
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| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement on FormF-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |
(1) Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | |
(2) Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | |
| Terms of Deposit: | ||
(i) Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | |
(ii) Procedure for voting, if any, the deposited securities | Paragraphs (6), (11) and (12) | |
(iii) Collection and distribution of dividends | Paragraphs (4), (5), (7) and (10) | |
(iv) Transmission of notices, reports and proxy soliciting material | Paragraphs (3), (8), (11) and (12) | |
(v) Sale or exercise of rights | Paragraphs (4), (5) and (10) | |
(vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (4), (5), (10) and (13) | |
(vii) Amendment, extension or termination of the Deposit Agreement | Paragraphs (15), (16) and (17) | |
(viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs | Paragraph (3) | |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), (5) and (6) | |
(x) Limitation upon the liability of the Depositary | Paragraph (14) | |
(3) Fees and Charges | Paragraph (7) | |
| Item 2. | AVAILABLE INFORMATION |
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |
| Statement that HeadHunter Group PLC is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C. | Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a) | Form of Deposit Agreement.Form of Deposit Agreement among HeadHunter Group PLC, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADRs issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt attached as Exhibit A thereto. Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.Not Applicable. |
| (d) | Opinion of Pepper Hamilton LLP, counsel to the Depositary, as to the legality of the securities being registered.Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not applicable. |
| (f) | Power of Attorney for certain officers and directors of the Registrant.Included as part of the signature pages hereto. |
| Item 4. | UNDERTAKINGS |
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
INDEX TO EXHIBITS
Exhibit Number | ||
| (a) | Form of Deposit Agreement among HeadHunter Group PLC, JPMorgan Chase Bank, N.A., as depositary, and all holders and beneficial owners from time to time of ADRs issued thereunder, including the form of American Depositary Receipt attached as Exhibit A thereto. | |
| (d) | Opinion of Pepper Hamilton LLP, counsel to the Depositary, as to the legality of the securities to be registered. | |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing onForm F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, April 25, 2019.
| Legal entity created by the form of Deposit | ||
| Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| By: | /s/ Timothy E. Green | |
| Name: Timothy E. Green | ||
| Title: Vice President | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, HeadHunter Group PLC certifies that it has reasonable grounds to believe that all the requirements for filing on FormF-6 are met and has duly caused this Registration Statement on FormF-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Moscow, Russia, on April 25, 2019.
| HeadHunter Group PLC | ||
| By: | /s/ Mikhail Zhukov | |
| Name: Mikhail Zhukov | ||
| Title: Chief Executive Officer | ||
| By: | /s/ Grigorii Moiseev | |
| Name: Grigorii Moiseev | ||
| Title: Chief Financial Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mikhail Zhukov and Grigorii Moiseev and each of them, individually, as his or her true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto suchattorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on April 25, 2019 in the capacities indicated.
SIGNATURES
Signature | Title | |
/s/ Mikhail Zhukov | Chief Executive Officer | |
| Mikhail Zhukov | (principle executive officer) | |
/s/ Grigorii Moiseev | Chief Financial Officer | |
| Grigorii Moiseev | (principal financial officer and principal accounting officer) | |
/s/ Martin Cocker | Member of the Board | |
| Martin Cocker | ||
/s/ Katerina Iosif | Member of the Board | |
| Katerina Iosif | ||
/s/ Yury Titarenko | Member of the Board | |
| Yury Titarenko | ||
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of HeadHunter Group PLC, has signed this Registration Statement in New York, New York on April 25, 2019.
| Authorized U.S. Representative | ||
| Cogency Global Inc. | ||
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | ||
| Title: Senior Vice President | ||
