SC 13G

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.)*

 

 

HeadHunter Group PLC

(Name of Issuer)

 

 

Ordinary Shares

(Title of Class of Securities)

42207L106

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 42207L106   Schedule 13G   Page 1 of 8

 

  1   

Names of Reporting Persons

 

Elbrus Capital General Partner II Limited

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

18,749,997

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

18,749,997

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,749,997

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11  

Percent of Class Represented by Amount in Row 9

 

37.5%

12  

Type of Reporting Person

 

CO


CUSIP No. 42207L106   Schedule 13G   Page 2 of 8

 

  1   

Names of Reporting Persons

 

Elbrus Capital Fund II, L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

18,749,997

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

18,749,997

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,749,997

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11  

Percent of Class Represented by Amount in Row 9

 

37.5%

12  

Type of Reporting Person

 

PN

 


CUSIP No. 42207L106   Schedule 13G   Page 3 of 8

 

  1   

Names of Reporting Persons

 

Highworld Investments Limited

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     

Sole Voting Power

 

0

   6   

Shared Voting Power

 

18,749,997

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

18,749,997

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,749,997

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11  

Percent of Class Represented by Amount in Row 9

 

37.5%

12  

Type of Reporting Person

 

CO


CUSIP No. 42207L106   Schedule 13G   Page 4 of 8

 

ITEM 1.

(a) Name of Issuer:

HeadHunter Group PLC

 

    

(b) Address of Issuer’s Principal Executive Offices:

Dositheou 42, Strovolos, 2028, Nicosia Cyprus.

 

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Elbrus Capital General Partner II Limited

Elbrus Capital Fund II, L.P.

Highworld Investments Limited

 

    

(b) Address or Principal Business Office:

The address of Highworld Investments Limited is Papachristoforou Bldg.32, Kritis Str., Office 104, CY-3087, Limassol, Cyprus. The address of each of the other Reporting Persons is 190 Elgin Avenue, George Town, Grand Cayman Islands KY1-9005.

 

    

(c) Citizenship of each Reporting Person is:

Elbrus Capital General Partner II Limited and Elbrus Capital Fund II, L.P. are organized under the laws of the Cayman Islands. Highworld Investments Limited is organized under the laws of the British Virgin Islands.

 

    

(d) Title of Class of Securities:

Ordinary Shares, nominal value €0.002 per share (“Ordinary Shares”).

 

    

(e) CUSIP Number:

42207L106

 

ITEM 3.

Not applicable.


CUSIP No. 42207L106   Schedule 13G   Page 5 of 8

 

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2019, based upon 50,000,000 Ordinary Shares outstanding as of May 13, 2019.

 

Reporting Person   

Amount

beneficially

owned

    

Percent

of class:

    Sole
power
to vote
or to
direct
the vote:
     Shared
power to
vote or to
direct the
vote:
    

Sole
power to
dispose or
to direct
the
disposition

of:

    

Shared

power to

dispose or

to direct

the

disposition

of:

 

Elbrus Capital General Partner II Limited

     18,749,997        37.5     0        18,749,997        0        18,749,997  

Elbrus Capital Fund II, L.P.

     18,749,997        37.5     0        18,749,997        0        18,749,997  

Highworld Investments Limited

     18,749,997        37.5     0        18,749,997        0        18,749,997  

Highworld Investments Limited is the record holder of the Ordinary Shares reported herein.

Elbrus Capital General Partner II Limited is the general partner of Elbrus Capital Fund II, L.P. which is the majority shareholder of Highworld Investments Limited. As a result, each of Elbrus Capital General Partner II Limited and Elbrus Capital Fund II L.P. may be deemed to share beneficial ownership of the Ordinary Shares owned by Highworld Investments Limited.

Highworld Investments Limited and ELQ Investors VIII Limited (together, the “Shareholders”) are each party to a Shareholders’ Agreement which requires each of the Shareholders to vote together in respect of the selection of certain directors and certain other stockholder actions and also provides for coordination among the Shareholders in connection with certain sales of Ordinary Shares by any of them. Because of these agreements, the Shareholders may be deemed to be a group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended. The Reporting Persons disclaim beneficial ownership of the Ordinary Shares owned by any person other than such Reporting Person.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.


CUSIP No. 42207L106   Schedule 13G   Page 6 of 8

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

See Item 4.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

Not applicable.


CUSIP No. 42207L106   Schedule 13G   Page 7 of 8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:    February 10, 2020

 

Elbrus Capital General Partner II Limited
By:   /s/ Evert Brunekreef
Name:   Evert Brunekreef
Title:   Director
Elbrus Capital Fund II, L.P.
By:   /s/ Evert Brunekreef
Name:   Evert Brunekreef
Title:   Director
Highworld Investments Limited
By:   /s/ Yury Titarenko
Name:   Yury Titarenko
Title:   Director


CUSIP No. 42207L106   Schedule 13G   Page 8 of 8

LIST OF EXHIBITS

 

Exhibit
No.
  

Description

99    Joint Filing Agreement.
EX-99

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 10th day of February, 2020.

 

Elbrus Capital General Partner II Limited
By:   /s/ Evert Brunekreef
Name:   Evert Brunekreef
Title:   Director
Elbrus Capital Fund II, L.P.
By:   /s/ Evert Brunekreef
Name:   Evert Brunekreef
Title:   Director
Highworld Investments Limited
By:   /s/ Yury Titarenko
Name:   Yury Titarenko
Title:   Director