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Name | Symbol | Market | Type |
---|---|---|---|
HeadHunter Group PLC | NASDAQ:HHR | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.03 | 16.09 | 13.97 | 0 | 01:00:00 |
| | |
Per ADS
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | | | | | $ | | | ||
Underwriting discount(1)
|
| | | $ | | | | | $ | | | ||
Proceeds, before expenses to the Selling Shareholders
|
| | | $ | | | | | $ | | | |
|
Goldman Sachs & Co. LLC
|
| |
Morgan Stanley
|
|
| | | | | | Page | | |
| | | | | S-ii | | | |
| | | | | S-vi | | | |
| | | | | S-vii | | | |
| | | | | S-1 | | | |
| | | | | S-14 | | | |
| | | | | S-16 | | | |
| | | | | S-27 | | | |
| | | | | S-35 | | | |
| | | | | S-37 | | | |
| | | | | S-38 | | | |
| | | | | S-39 | | | |
| | | | | S-57 | | | |
| | | | | S-60 | | | |
| | | | | S-62 | | | |
| | | | | S-79 | | | |
| | | | | S-86 | | | |
| | | | | S-86 | | | |
| | | | | S-87 | | | |
| | | | | S-88 | | | |
| | | | | F-1 | | |
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 5 | | | |
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| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 30 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 46 | | | |
| | | | | 48 | | | |
| | | | | 49 | | | |
| | | | | 51 | | | |
| | | | | 52 | | | |
| | | | | 53 | | | |
| | | | | 54 | | | |
| | | | | 55 | | |
Metric
|
| |
2016
|
| |
2017
|
| |
2018
|
| |
2019
|
| |
2020E
|
| |||||||||||||||
Population employed, million
|
| | | | 72.4 | | | | | | 71.8 | | | | | | 72.5 | | | | | | 72.1 | | | | | | 70.2 | | |
White collar
|
| | | | 30.9 | | | | | | 30.7 | | | | | | 30.8 | | | | | | 30.6 | | | | | | 29.8 | | |
Blue collar
|
| | | | 41.5 | | | | | | 41.1 | | | | | | 41.7 | | | | | | 41.4 | | | | | | 40.4 | | |
Positions closed, million
|
| | | | 19.5 | | | | | | 19.5 | | | | | | 20.7 | | | | | | 20.8 | | | | | | 20.2 | | |
White collar
|
| | | | 4.5 | | | | | | 4.5 | | | | | | 4.7 | | | | | | 4.7 | | | | | | 4.6 | | |
Blue collar
|
| | | | 15.0 | | | | | | 15.0 | | | | | | 16.0 | | | | | | 16.0 | | | | | | 15.6 | | |
Employee turnover rate, %
|
| | | | 26.9% | | | | | | 27.1% | | | | | | 28.5% | | | | | | 28.8% | | | | | | 28.7% | | |
White collar
|
| | | | 14.5% | | | | | | 14.6% | | | | | | 15.3% | | | | | | 15.5% | | | | | | 15.4% | | |
Blue collar
|
| | | | 36.2% | | | | | | 36.4% | | | | | | 38.2% | | | | | | 38.7% | | | | | | 38.6% | | |
Job positions advertised (online and offline), million
|
| | | | 11.3 | | | | | | 11.3 | | | | | | 12.0 | | | | | | 12.5 | | | | | | 12.8 | | |
White collar
|
| | | | 3.3 | | | | | | 3.3 | | | | | | 3.4 | | | | | | 3.5 | | | | | | 3.4 | | |
Blue collar
|
| | | | 8.1 | | | | | | 8.1 | | | | | | 8.6 | | | | | | 9.0 | | | | | | 9.4 | | |
Average cost per hire, ‘000 RUB
|
| | | | 3.9 | | | | | | 3.9 | | | | | | 3.9 | | | | | | 3.8 | | | | | | 3.8 | | |
White collar
|
| | | | 6.0 | | | | | | 6.0 | | | | | | 6.0 | | | | | | 6.0 | | | | | | 6.0 | | |
Blue collar
|
| | | | 3.0 | | | | | | 3.0 | | | | | | 3.0 | | | | | | 3.0 | | | | | | 3.0 | | |
Total direct recruitment spend, RUB billion
|
| | | | 43.8 | | | | | | 43.8 | | | | | | 46.3 | | | | | | 48.0 | | | | | | 48.8 | | |
White collar
|
| | | | 19.5 | | | | | | 19.5 | | | | | | 20.6 | | | | | | 21.0 | | | | | | 20.7 | | |
Blue collar
|
| | | | 24.2 | | | | | | 24.2 | | | | | | 25.78 | | | | | | 27.0 | | | | | | 28.1 | | |
Metric, RUB million
|
| |
2016
|
| |
2017
|
| |
2018
|
| |
2019
|
| |
2020E
|
| |||||||||||||||
Online recruitment platforms revenue
|
| | | | 6,238 | | | | | | 8,050 | | | | | | 10,304 | | | | | | 12,777 | | | | | | 13,548 | | |
from large enterprises
|
| | | | 3,638 | | | | | | 4,560 | | | | | | 5,691 | | | | | | 6,677 | | | | | | 7,165 | | |
from small & medium enterprises
|
| | | | 2,600 | | | | | | 3,490 | | | | | | 4,613 | | | | | | 6,100 | | | | | | 6,383 | | |
Online recruitment platforms revenue
|
| | | | 6,238 | | | | | | 8,050 | | | | | | 10,304 | | | | | | 12,777 | | | | | | 13,548 | | |
from Moscow & St. Petersburg
|
| | | | 4,333 | | | | | | 5,454 | | | | | | 6,452 | | | | | | 7,330 | | | | | | 7,441 | | |
from Other regions of Russia
|
| | | | 1,905 | | | | | | 2,596 | | | | | | 3,852 | | | | | | 5,447 | | | | | | 6,107 | | |
Online recruitment platforms revenue
|
| | | | 6,238 | | | | | | 8,050 | | | | | | 10,304 | | | | | | 12,777 | | | | | | 13,548 | | |
from white collar job positions
|
| | | | 4,717 | | | | | | 6,019 | | | | | | 7,541 | | | | | | 8,779 | | | | | | 9,194 | | |
from blue collar job positions
|
| | | | 1,521 | | | | | | 2,031 | | | | | | 2,763 | | | | | | 3,998 | | | | | | 4,354 | | |
| | | | | | | | | | | | | | |
% total
|
| |
CAGR 17 – 20
|
| ||||||||||||
| | |
2017
|
| |
2020
|
| |
2017
|
| |
2020
|
| ||||||||||||||||||
Online channels
|
| | |
|
8,445
|
| | | |
|
14,488
|
| | | |
|
19.3%
|
| | | |
|
29.7%
|
| | | |
|
19.7%
|
| |
Online recruitment platforms
|
| | | | 8,050 | | | | | | 13,548 | | | | | | 18.4% | | | | | | 27.8% | | | | | | | | |
Professional Online Networks
|
| | | | 175 | | | | | | 170 | | | | | | 0.4% | | | | | | 0.3% | | | | | | | | |
Social Media
|
| | | | 220 | | | | | | 770 | | | | | | 0.5% | | | | | | 1.6% | | | | | | | | |
Print and other offline
|
| | | | 3,230 | | | | | | 2,220 | | | | | | 7.4% | | | | | | 4.6% | | | | | | (12)% | | |
Print Classifieds
|
| | | | 1,920 | | | | | | 1,020 | | | | | | 4.4% | | | | | | 2.1% | | | | | | | | |
Offline Branding
|
| | | | 800 | | | | | | 760 | | | | | | 1.8% | | | | | | 1.6% | | | | | | | | |
Recruitment Events
|
| | | | 510 | | | | | | 440 | | | | | | 1.2% | | | | | | 0.9% | | | | | | | | |
Recruitment agencies
|
| | | | 7,400 | | | | | | 8,861 | | | | | | 16.9% | | | | | | 18.2% | | | | | | 6% | | |
Internal costs of recruiting process
|
| | | | 24,681 | | | | | | 23,183 | | | | | | 56.4% | | | | | | 47.6% | | | | | | (2)% | | |
Total recruitment market spend
|
| | | | 43,756 | | | | | | 48,752 | | | | | | 100.0% | | | | | | 100.0% | | | | | | 4% | | |
| | |
HeadHunter
|
| |
SuperJob
|
| |
Rabota
|
| |
Avito
|
| |
Zarplata
|
| |
VK Jobs
|
| ||||||||||||||||||
Visible CV database, million (April 30, 2021)
|
| | | | 37.5 | | | | | | 15.3 | | | | | | 10.3 | | | | | | 2.6 | | | | | | 7.3 | | | | | | 3.3 | | |
30-day job postings, thousand (April 30, 2021)
|
| | | | 1,061 | | | | | | 593 | | | | | | 100 | | | | | | 561 | | | | | | 338 | | | | | | 59 | | |
Difference in UMVs from HeadHunter and Zarplata,
multiples (average, for 12 months ended April 2021)(4) |
| | | | — | | | | | | 3x | | | | | | 4x | | | | | | — | | | | | | — | | | | | | 26x | | |
Year of foundation
|
| | | | 2000 | | | | | | 2000 | | | | | | 1998 | | | | | | 2007(1) | | | | | | 2013(2) | | | | | | 2019(3) | | |
(in thousands of RUB, except per share data)
|
| |
For the year ended December 31,
|
| |
For the three months
ended March 31, |
| ||||||||||||||||||||||||||||||
|
2017(1)(2)
|
| |
2018(2)
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||||||||||
Revenue
|
| | | | 4,732,539 | | | | | | 6,117,773 | | | | | | 7,788,741 | | | | | | 8,282,107 | | | | | | 1,990,409 | | | | | | 2,841,115 | | |
Operating costs and expenses
(exclusive of depreciation and amortization) |
| | | | (2,788,576) | | | | | | (3,432,860) | | | | | | (4,300,263) | | | | | | (4,691,300) | | | | | | (1,138,619) | | | | | | (1,568,649) | | |
Depreciation and amortization
|
| | | | (560,961) | | | | | | (586,131) | | | | | | (683,317) | | | | | | (750,558) | | | | | | (184,406) | | | | | | (237,973) | | |
Operating income
|
| | | | 1,383,002 | | | | | | 2,098,782 | | | | | | 2,805,161 | | | | | | 2,840,249 | | | | | | 667,384 | | | | | | 1,034,493 | | |
Finance income
|
| | | | 70,924 | | | | | | 90,602 | | | | | | 76,764 | | | | | | 59,329 | | | | | | 19,158 | | | | | | 69,492 | | |
Finance costs
|
| | | | (706,036) | | | | | | (644,326) | | | | | | (603,280) | | | | | | (409,545) | | | | | | (118,833) | | | | | | (150,731) | | |
Gain on remeasurement of previously held interest in equity-accounted investees(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 223,308 | | |
Gain on disposal of subsidiary
|
| | | | 439,115 | | | | | | 6,131 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net foreign exchange gain/(loss)
|
| | | | 96,300 | | | | | | (8,742) | | | | | | (46,508) | | | | | | 83,030 | | | | | | 75,313 | | | | | | (222) | | |
Share of loss of equity-accounted investees (net of income tax)
|
| | | | — | | | | | | — | | | | | | (30,542) | | | | | | (49,181) | | | | | | (9,544) | | | | | | (4,864) | | |
Other income(4)
|
| | | | — | | | | | | — | | | | | | 23,853 | | | | | | 47,715 | | | | | | 9,689 | | | | | | 13,077 | | |
Profit before income tax
|
| | | | 1,283,305 | | | | | | 1,542,447 | | | | | | 2,225,448 | | | | | | 2,571,597 | | | | | | 643,167 | | | | | | 1,184,553 | | |
Income tax expense
|
| | | | (820,503) | | | | | | (509,602) | | | | | | (644,422) | | | | | | (685,772) | | | | | | (231,429) | | | | | | (254,207) | | |
Net income
|
| | | | 462,802 | | | | | | 1,032,845 | | | | | | 1,581,026 | | | | | | 1,885,825 | | | | | | 411,738 | | | | | | 930,346 | | |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | 400,189 | | | | | | 949,307 | | | | | | 1,448,018 | | | | | | 1,748,960 | | | | | | 363,463 | | | | | | 898,801 | | |
Non-controlling interest
|
| | | | 62,613 | | | | | | 83,538 | | | | | | 133,008 | | | | | | 136,865 | | | | | | 48,275 | | | | | | 31,545 | | |
Earnings per share
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 8.00 | | | | | | 18.99 | | | | | | 28.96 | | | | | | 34.84 | | | | | | 7.27 | | | | | | 17.86 | | |
Diluted
|
| | | | 8.00 | | | | | | 18.99 | | | | | | 28.42 | | | | | | 33.90 | | | | | | 7.05 | | | | | | 17.34 | | |
Dividends declared per share(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RUB(6)
|
| | | | 67.50 | | | | | | — | | | | | | 22.29 | | | | | | 36.94 | | | | | | — | | | | | | — | | |
USD
|
| | | | 1.16 | | | | | | — | | | | | | 0.36 | | | | | | 0.50 | | | | | | — | | | | | | — | | |
(in thousands of RUB)
|
| |
As of March 31, 2021
|
| |||
Total non-current assets
|
| | | | 15,417,156 | | |
Total current assets
|
| | | | 5,266,709 | | |
Total assets
|
| | | | 20,683,865 | | |
Total equity
|
| | | | 4,531,116 | | |
Total non-current liabilities
|
| | | | 8,941,311 | | |
Total current liabilities
|
| | | | 7,211,438 | | |
Total liabilities
|
| | | | 16,152,749 | | |
(in millions of RUB, except percentages)
|
| |
For the year ended December 31,
|
| |
For the three months ended March 31,
|
| ||||||||||||||||||||||||||||||
|
2017(7)(8)
|
| |
2018(8)
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||||||||||
EBITDA(9)
|
| | | | 2,479 | | | | | | 2,682 | | | | | | 3,435 | | | | | | 3,673 | | | | | | 927 | | | | | | 1,538 | | |
EBITDA Margin(10)
|
| | | | 52.4% | | | | | | 43.8% | | | | | | 44.1% | | | | | | 44.3% | | | | | | 46.6% | | | | | | 54.1% | | |
Adjusted EBITDA(11)
|
| | | | 2,159 | | | | | | 2,864 | | | | | | 3,977 | | | | | | 4,104 | | | | | | 970 | | | | | | 1,342 | | |
Adjusted EBITDA Margin(12)
|
| | | | 45.6% | | | | | | 46.8% | | | | | | 51.1% | | | | | | 49.5% | | | | | | 48.7% | | | | | | 47.2% | | |
Adjusted Net Income(13)
|
| | | | 801 | | | | | | 1,548 | | | | | | 2,441 | | | | | | 2,683 | | | | | | 581 | | | | | | 850 | | |
Adjusted Net Income Margin(14)
|
| | | | 16.9% | | | | | | 25.3% | | | | | | 31.3% | | | | | | 32.4% | | | | | | 29.2% | | | | | | 29.9% | | |
(in millions of RUB, except ratios)
|
| |
As of December 31,
2020 |
| |
As of March 31,
2021 |
| ||||||
Net Working Capital(15)
|
| | |
|
(3,849)
|
| | | |
|
(5,269)
|
| |
Net Debt(16)
|
| | |
|
4,909
|
| | | |
|
3,356
|
| |
Net Debt to Adjusted EBITDA Ratio(17)
|
| | |
|
1.2x
|
| | | |
|
0.7x
|
| |
| | |
For the year ended December 31,
|
| |
For the three months ended March 31,
|
| ||||||||||||||||||||||||||||||
(in thousands of RUB)
|
| |
2017*
|
| |
2018*
|
| |
2019*
|
| |
2020*
|
| |
2020*
|
| |
2021
|
| ||||||||||||||||||
Net income
|
| | | | 462,802 | | | | | | 1,032,845 | | | | | | 1,581,026 | | | | | | 1,885,825 | | | | | | 411,738 | | | | | | 930,346 | | |
Add the effect of: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income tax expense
|
| | | | 820,503 | | | | | | 509,602 | | | | | | 644,422 | | | | | | 685,772 | | | | | | 231,429 | | | | | | 254,207 | | |
Net interest expense
|
| | | | 635,112 | | | | | | 553,724 | | | | | | 526,516 | | | | | | 350,216 | | | | | | 99,675 | | | | | | 115,747 | | |
Depreciation and
amortization |
| | | | 560,961 | | | | | | 586,131 | | | | | | 683,317 | | | | | | 750,558 | | | | | | 184,406 | | | | | | 237,973 | | |
EBITDA | | | | | 2,479,378 | | | | | | 2,682,302 | | | | | | 3,435,281 | | | | | | 3,672,371 | | | | | | 927,248 | | | | | | 1,538,273 | | |
Add the effect of: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on the disposal of a subsidiary(a)
|
| | | | (439,115) | | | | | | (6,131) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Transaction costs related to the disposal of a subsidiary(b)
|
| | | | 17,244 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Equity-settled awards and related social taxes(c)
|
| | | | 74,851 | | | | | | 68,776 | | | | | | 178,953 | | | | | | 249,286 | | | | | | 52,060 | | | | | | 65,106 | | |
IPO-related costs(d)
|
| | | | 122,907 | | | | | | 110,043 | | | | | | 190,284 | | | | | | — | | | | | | — | | | | | | — | | |
SPO-related costs(e)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 151,087 | | | | | | 14,920 | | | | | | — | | |
Transaction costs related to business combinations(f)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 51,665 | | | | | | 11,119 | | | | | | — | | |
Other financing and transactional costs(g)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,656 | | |
Insurance cover related to IPO(h)
|
| | | | — | | | | | | — | | | | | | 100,048 | | | | | | 54,772 | | | | | | 38,832 | | | | | | — | | |
Income from the depositary(i)
|
| | | | — | | | | | | — | | | | | | (22,095) | | | | | | (41,617) | | | | | | (8,526) | | | | | | (12,462) | | |
Net foreign exchange
loss/gain(j) |
| | | | (96,300) | | | | | | 8,742 | | | | | | 46,508 | | | | | | (83,030) | | | | | | (75,313) | | | | | | 222 | | |
One-off litigation settlement and related legal costs(k)
|
| | | | — | | | | | | — | | | | | | 17,734 | | | | | | — | | | | | | — | | | | | | — | | |
(Gain) on remeasurement of previously held interest in equity-accounted investees(l)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (223,308) | | |
(Gain) on financial asset measured at fair value through profit or loss(m)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (34,508) | | |
Share of loss of equity-accounted investees(n)
|
| | | | — | | | | | | — | | | | | | 30,542 | | | | | | 49,181 | | | | | | 9,544 | | | | | | 4,864 | | |
Adjusted EBITDA
|
| | | | 2,158,965 | | | | | | 2,863,732 | | | | | | 3,977,255 | | | | | | 4,103,715 | | | | | | 969,884 | | | | | | 1,341,843 | | |
| | |
For the year ended December 31,
|
| |
For the three months ended March 31,
|
| ||||||||||||||||||||||||||||||
(in thousands of RUB)
|
| |
2017*
|
| |
2018*
|
| |
2019*
|
| |
2020*
|
| |
2020*
|
| |
2021
|
| ||||||||||||||||||
Net income
|
| | | | 462,802 | | | | | | 1,032,845 | | | | | | 1,581,026 | | | | | | 1,885,825 | | | | | | 411,738 | | | | | | 930,346 | | |
Add the effect of: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on the disposal of a subsidiary(a)
|
| | | | (439,115) | | | | | | (6,131) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Transaction costs related to the disposal of a subsidiary(b)
|
| | | | 17,244 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Equity-settled awards and related
social taxes(c) |
| | | | 74,851 | | | | | | 68,776 | | | | | | 178,953 | | | | | | 249,286 | | | | | | 52,060 | | | | | | 65,106 | | |
IPO-related costs(d)
|
| | | | 122,907 | | | | | | 110,043 | | | | | | 190,284 | | | | | | — | | | | | | — | | | | | | — | | |
SPO-related costs(e)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 151,087 | | | | | | 14,920 | | | | | | — | | |
Transaction costs related to business combinations(f)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 51,665 | | | | | | 11,119 | | | | | | — | | |
Other financing and transactional costs(g)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,656 | | |
Insurance cover related to IPO(h)
|
| | | | — | | | | | | — | | | | | | 100,048 | | | | | | 54,772 | | | | | | 38,832 | | | | | | — | | |
Income from the depositary(i)
|
| | | | — | | | | | | — | | | | | | (22,095) | | | | | | (41,617) | | | | | | (8,526) | | | | | | (12,462) | | |
Net foreign exchange loss/gain(j)
|
| | | | (96,300) | | | | | | 8,742 | | | | | | 46,508 | | | | | | (83,030) | | | | | | (75,313) | | | | | | 222 | | |
One-off litigation settlement and
related legal costs(k) |
| | | | — | | | | | | — | | | | | | 17,734 | | | | | | — | | | | | | — | | | | | | — | | |
(Gain) on remeasurement of previously held interest in equity-accounted investees(l)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (223,308) | | |
(Gain) on financial asset
measured at fair value through profit or loss(m) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (34,508) | | |
Share of loss of equity-accounted investees(n)
|
| | | | — | | | | | | — | | | | | | 30,542 | | | | | | 49,181 | | | | | | 9,544 | | | | | | 4,864 | | |
Amortization of intangible assets
recognized in business combinations(o) |
| | | | 415,787 | | | | | | 415,787 | | | | | | 415,787 | | | | | | 415,787 | | | | | | 103,947 | | | | | | 144,689 | | |
Tax effect of adjustments(p)
|
| | | | (82,696) | | | | | | (81,874) | | | | | | (98,107) | | | | | | (49,709) | | | | | | 22,873 | | | | | | (28,938) | | |
(Gain)/loss related to
remeasurement and expiration of tax indemnification asset(q) |
| | | | 325,269 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Adjusted Net Income
|
| | | | 800,749 | | | | | | 1,548,188 | | | | | | 2,440,680 | | | | | | 2,683,247 | | | | | | 581,194 | | | | | | 849,667 | | |
(in thousands of RUB)
|
| |
For the three months ended March 31, 2021
|
| |||||||||||||||||||||
|
Personnel
expenses |
| |
Marketing
expenses |
| |
Other
general and administrative expenses |
| |
Total
|
| ||||||||||||||
Operating costs and expenses (exclusive of depreciation
and amortization) |
| | | | (845,709) | | | | | | (441,770) | | | | | | (281,170) | | | | | | (1,568,649) | | |
Add the effect of: | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity-settled awards, including social taxes(a)
|
| | | | 65,106 | | | | | | — | | | | | | — | | | | | | 65,106 | | |
Other financing and transactional costs(b)
|
| | | | — | | | | | | — | | | | | | 3,654 | | | | | | 3,654 | | |
Adjusted amount
|
| | | | (780,603) | | | | | | (441,770) | | | | | | (277,516) | | | | | | (1,499,889) | | |
(in thousands of RUB)
|
| |
For the three months ended March 31, 2020
|
| |||||||||||||||||||||
|
Personnel
expenses |
| |
Marketing
expenses |
| |
Other
general and administrative expenses |
| |
Total
|
| ||||||||||||||
Operating costs and expenses (exclusive of depreciation
and amortization) |
| | | | (581,237) | | | | | | (317,866) | | | | | | (239,516) | | | | | | (1,138,619) | | |
Add the effect of: | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity-settled awards, including social taxes(a)
|
| | | | 52,060 | | | | | | — | | | | | | — | | | | | | 52,060 | | |
Insurance cover related to IPO(c)
|
| | | | — | | | | | | — | | | | | | 38,832 | | | | | | 38,832 | | |
Transaction costs related to business
combinations(d) |
| | | | — | | | | | | — | | | | | | 11,119 | | | | | | 11,119 | | |
IPO-related costs(e)
|
| | | | — | | | | | | — | | | | | | 14,920 | | | | | | 14,920 | | |
Adjusted amount
|
| | | | (529,177) | | | | | | (317,866) | | | | | | (174,645) | | | | | | (1,021,688) | | |
(in thousands of RUB)
|
| |
As of December 31,
2020 |
| |
As of March 31,
2021 |
| ||||||
Calculation of Net Working Capital: | | | | | | | | | | | | | |
Trade and other receivables
|
| | | | 69,120 | | | | | | 95,982 | | |
Prepaid expenses and other current assets
|
| | | | 179,118 | | | | | | 145,040 | | |
Contract liabilities
|
| | | | (2,785,402) | | | | | | (3,495,800) | | |
Trade and other payables
|
| | | | (1,273,090) | | | | | | (1,973,102) | | |
Other current liabilities
|
| | | | (38,758) | | | | | | (40,663) | | |
Net Working Capital
|
| | | | (3,849,012) | | | | | | (5,268,543) | | |
(in thousands of RUB)
|
| |
As of December 31,
2020 |
| |
As of March 31,
2021 |
| ||||||
Calculation of Net Debt: | | | | | | | | | | | | | |
Loans and borrowings
|
| | | | 7,791,326 | | | | | | 7,678,085 | | |
Loans and borrowings (current portion)
|
| | | | 485,100 | | | | | | 512,038 | | |
Cash and cash equivalents
|
| | | | (3,367,610) | | | | | | (4,833,839) | | |
Net Debt
|
| | | | 4,908,816 | | | | | | 3,356,284 | | |
(in millions of RUB)
|
| |
For the three months ended March 31, 2020
|
| |||||||||||||||
|
Non-IFRS
Prior Presentation |
| |
Net foreign exchange
gain and related income tax effect |
| |
Non-IFRS
Revised Presentation |
| |||||||||||
Adjusted EBITDA
|
| | | | 1,045 | | | | | | (75) | | | | | | 970 | | |
Adjusted EBITDA Margin, %
|
| | | | 52.5% | | | | | | (3.8)% | | | | | | 48.7% | | |
Adjusted Net Income
|
| | | | 613 | | | | | | (32) | | | | | | 581 | | |
Adjusted Net Income Margin, %
|
| | | | 30.8% | | | | | | (1.6)% | | | | | | 29.2% | | |
(in millions of RUB)
|
| |
For the year ended December 31, 2020
|
| |||||||||||||||
|
Non-IFRS
Prior Presentation |
| |
Net foreign exchange
gain and related income tax effect |
| |
Non-IFRS
Revised Presentation |
| |||||||||||
Adjusted EBITDA
|
| | | | 4,187 | | | | | | (83) | | | | | | 4,104 | | |
Adjusted EBITDA Margin, %
|
| | | | 50.6% | | | | | | (1.1)% | | | | | | 49.5% | | |
Adjusted Net Income
|
| | | | 2,733 | | | | | | (50) | | | | | | 2,683 | | |
Adjusted Net Income Margin, %
|
| | | | 33.0% | | | | | | (0.6)% | | | | | | 32.4% | | |
| | |
For the year ended December 31, 2019
|
| |||||||||||||||
(in millions of RUB)
|
| |
Non-IFRS
Prior Presentation |
| |
Net foreign exchange
gain and related income tax effect |
| |
Non-IFRS
Revised Presentation |
| |||||||||
Adjusted EBITDA
|
| | | | 3,931 | | | | | | 46 | | | | | | 3,977 | | |
Adjusted EBITDA Margin, %
|
| | | | 50.5% | | | | | | 0.6% | | | | | | 51.1% | | |
Adjusted Net Income
|
| | | | 2,409 | | | | | | 32 | | | | | | 2,441 | | |
Adjusted Net Income Margin, %
|
| | | | 30.9% | | | | | | 0.4% | | | | | | 31.3% | | |
| | |
For the year ended December 31, 2018
|
| |||||||||||||||
(in millions of RUB)
|
| |
Non-IFRS
Prior Presentation |
| |
Net foreign exchange
gain and related income tax effect |
| |
Non-IFRS
Revised Presentation |
| |||||||||
Adjusted EBITDA
|
| | | | 2,855 | | | | | | 9 | | | | | | 2,864 | | |
Adjusted EBITDA Margin, %
|
| | | | 46.7% | | | | | | 0.1% | | | | | | 46.8% | | |
Adjusted Net Income
|
| | | | 1,538 | | | | | | 10 | | | | | | 1,548 | | |
Adjusted Net Income Margin, %
|
| | | | 25.1% | | | | | | 0.2% | | | | | | 25.3% | | |
| | |
For the year ended December 31, 2017
|
| |||||||||||||||
(in millions of RUB)
|
| |
Non-IFRS
Prior Presentation |
| |
Net foreign exchange
gain and related income tax effect |
| |
Non-IFRS
Revised Presentation |
| |||||||||
Adjusted EBITDA
|
| | | | 2,255 | | | | | | (96) | | | | | | 2,159 | | |
Adjusted EBITDA Margin, %
|
| | | | 47.7% | | | | | | (2.1)% | | | | | | 45.6% | | |
Adjusted Net Income
|
| | | | 897 | | | | | | (96) | | | | | | 801 | | |
Adjusted Net Income Margin, %
|
| | | | 18.9% | | | | | | (2.0)% | | | | | | 16.9% | | |
(₽ in thousands)
|
| |
Actual as of
March 31, 2021 |
| |||
Cash and cash equivalents
|
| | |
|
₽4,833,839
|
| |
Loans and borrowing, including current portion
|
| | |
|
₽8,190,123
|
| |
Shareholders’ equity: | | | | | | | |
Share capital:
|
| | | | | | |
Ordinary shares
|
| | | | 8,597 | | |
Share premium
|
| | | | 2,015,613 | | |
Foreign currency translation reserve
|
| | | | (84,803) | | |
Retained earnings
|
| | | | 2,434,938 | | |
Total equity attributable to owners of the Company
|
| | | | 4,374,345 | | |
Non-controlling interest
|
| | | | 156,771 | | |
Total capitalization
|
| | |
|
₽12,721,239
|
| |
| | |
As of and for the year ended
December 31, |
| |
As of and for the
three months ended March 31, |
| ||||||||||||||||||||||||
| | |
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| |||||||||||||||
Number of paying customers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Russia segments(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Key Accounts, total
|
| | | | 10,736 | | | | | | 11,125 | | | | | | 11,801 | | | | | | 9,661 | | | | | | 10,754 | | |
Moscow and St. Petersburg
|
| | | | 5,538 | | | | | | 5,368 | | | | | | 5,514 | | | | | | 4,695 | | | | | | 5,123 | | |
Other regions of Russia
|
| | | | 5,198 | | | | | | 5,757 | | | | | | 6,287 | | | | | | 4,966 | | | | | | 5,631 | | |
Small and Medium Accounts, total
|
| | | | 222,843 | | | | | | 285,300 | | | | | | 314,845 | | | | | | 140,761 | | | | | | 209,259 | | |
Moscow and St. Petersburg
|
| | | | 109,498 | | | | | | 123,295 | | | | | | 129,599 | | | | | | 61,730 | | | | | | 80,329 | | |
Other regions of Russia
|
| | | | 113,345 | | | | | | 162,005 | | | | | | 185,246 | | | | | | 79,031 | | | | | | 128,930 | | |
Foreign customers of Russia segments
|
| | | | 1,937 | | | | | | 1,253 | | | | | | 1,579 | | | | | | 719 | | | | | | 958 | | |
Russia segments, total
|
| | | | 235,516 | | | | | | 297,678 | | | | | | 328,225 | | | | | | 151,141 | | | | | | 220,971 | | |
Other segments, total
|
| | | | 17,437 | | | | | | 24,715 | | | | | | 22,334 | | | | | | 12,750 | | | | | | 13,451 | | |
Total number of paying customers
|
| | | | 252,953 | | | | | | 322,393 | | | | | | 350,559 | | | | | | 163,891 | | | | | | 234,422 | | |
ARPC (in RUB)(2) Russia segments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Key Accounts, total
|
| | | | 208,973 | | | | | | 237,897 | | | | | | 251,807 | | | | | | 71,250 | | | | | | 83,951 | | |
Moscow and St. Petersburg
|
| | | | 306,216 | | | | | | 369,217 | | | | | | 391,050 | | | | | | 105,516 | | | | | | 125,500 | | |
Other regions of Russia
|
| | | | 105,369 | | | | | | 115,451 | | | | | | 129,684 | | | | | | 38,855 | | | | | | 46,149 | | |
Small and Medium Accounts, total
|
| | | | 14,302 | | | | | | 14,700 | | | | | | 13,822 | | | | | | 7,489 | | | | | | 7,882 | | |
Moscow and St. Petersburg
|
| | | | 19,641 | | | | | | 20,922 | | | | | | 19,494 | | | | | | 10,169 | | | | | | 11,033 | | |
Other regions of Russia
|
| | | | 9,143 | | | | | | 9,965 | | | | | | 9,854 | | | | | | 5,395 | | | | | | 5,918 | | |
Other segments, total
|
| | | | 23,935 | | | | | | 23,345 | | | | | | 24,977 | | | | | | 11,935 | | | | | | 13,320 | | |
Job postings (in thousands)
|
| | | | 559 | | | | | | 588 | | | | | | 608 | | | | | | — | | | | | | — | | |
Average UMVs (in millions)
|
| | | | 20.0 | | | | | | 21.9 | | | | | | 22.5 | | | | | | — | | | | | | — | | |
Number of CVs (in millions)
|
| | | | 36.2 | | | | | | 41.8 | | | | | | 48.2 | | | | | | — | | | | | | — | | |
Number of visible CVs (in millions)
|
| | | | 27.2 | | | | | | 31.4 | | | | | | 37.5 | | | | | | — | | | | | | — | | |
(in thousands of RUB)
|
| |
For the year ended
December 31, |
| |
For the three months
ended March 31, |
| ||||||||||||||||||||||||
|
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| |||||||||||||||||
Key Accounts in Russia | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Russia segments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Moscow and St. Petersburg
|
| | | | 1,695,823 | | | | | | 1,981,959 | | | | | | 2,156,248 | | | | | | 495,398 | | | | | | 642,938 | | |
Other regions of Russia
|
| | | | 547,710 | | | | | | 664,649 | | | | | | 815,323 | | | | | | 192,953 | | | | | | 259,866 | | |
Sub-total
|
| | | | 2,243,533 | | | | | | 2,646,608 | | | | | | 2,971,571 | | | | | | 688,351 | | | | | | 902,804 | | |
Small and Medium Accounts in Russia | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Russia segments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Moscow and St. Petersburg
|
| | | | 2,150,685 | | | | | | 2,579,517 | | | | | | 2,526,381 | | | | | | 627,759 | | | | | | 886,278 | | |
Other regions of Russia
|
| | | | 1,036,346 | | | | | | 1,614,359 | | | | | | 1,825,497 | | | | | | 426,407 | | | | | | 763,059 | | |
Sub-total
|
| | | | 3,187,031 | | | | | | 4,193,876 | | | | | | 4,351,878 | | | | | | 1,054,166 | | | | | | 1,649,337 | | |
Other customers in Russia
|
| | | | 238,353 | | | | | | 329,893 | | | | | | 342,993 | | | | | | 79,852 | | | | | | 89,819 | | |
Foreign customers of Russia segments
|
| | | | 31,507 | | | | | | 41,385 | | | | | | 57,822 | | | | | | 15,875 | | | | | | 19,983 | | |
Total for “Russia” segments
|
| | | | 5,700,424 | | | | | | 7,211,762 | | | | | | 7,724,264 | | | | | | 1,838,244 | | | | | | 2,661,943 | | |
Other segments, total
|
| | | | 417,349 | | | | | | 576,979 | | | | | | 557,843 | | | | | | 152,165 | | | | | | 179,172 | | |
Total Revenue
|
| | | | 6,117,773 | | | | | | 7,788,741 | | | | | | 8,282,107 | | | | | | 1,990,409 | | | | | | 2,841,115 | | |
| | |
For the year ended
December 31, |
| |
For the three
months ended March 31, |
| ||||||||||||||||||||||||
| | |
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| |||||||||||||||
Key Accounts in Russia | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Russia segments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Moscow and St. Petersburg
|
| | | | 27.7% | | | | | | 25.4% | | | | | | 26.0% | | | | | | 24.9% | | | | | | 22.6% | | |
Other regions of Russia
|
| | | | 9.0% | | | | | | 8.5% | | | | | | 9.8% | | | | | | 9.7% | | | | | | 9.1% | | |
Sub-total
|
| | | | 36.7% | | | | | | 34.0% | | | | | | 35.9% | | | | | | 34.6% | | | | | | 31.8% | | |
Small and Medium Accounts in Russia | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Russia segments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Moscow and St. Petersburg
|
| | | | 35.2% | | | | | | 33.1% | | | | | | 30.5% | | | | | | 31.5% | | | | | | 31.2% | | |
Other regions of Russia
|
| | | | 16.9% | | | | | | 20.7% | | | | | | 22.0% | | | | | | 21.4% | | | | | | 26.9% | | |
Sub-total
|
| | | | 52.1% | | | | | | 53.8% | | | | | | 52.5% | | | | | | 53.0% | | | | | | 58.1% | | |
Other customers in Russia
|
| | | | 3.9 | | | | | | % | | | | | | 4.2 | | | | | | % | | | | | | 4.1 | | |
Foreign customers of Russia segments
|
| | | | 0.5% | | | | | | 0.5% | | | | | | 0.7% | | | | | | 0.8% | | | | | | 0.7% | | |
Total for “Russia” segments
|
| | | | 93.2% | | | | | | 92.6% | | | | | | 93.3% | | | | | | 92.4% | | | | | | 93.7% | | |
Other segments, total
|
| | | | 6.8% | | | | | | 7.4% | | | | | | 6.7% | | | | | | 7.6% | | | | | | 6.3% | | |
Total
|
| | | | 100.0% | | | | | | 100.0% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | |
| | |
For the year ended
December 31, |
| |
For the three
months ended March 31, |
| ||||||||||||||||||||||||
|
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| |||||||||||||||||
Personnel expenses
|
| | | | 28.1% | | | | | | 28.7% | | | | | | 31.2% | | | | | | 29.2% | | | | | | 29.8% | | |
Marketing expenses
|
| | | | 15.4% | | | | | | 13.4% | | | | | | 13.3% | | | | | | 16.0% | | | | | | 15.5% | | |
Other general and administrative expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subcontractor and other costs related to provision of services
|
| | | | 3.1% | | | | | | 2.4% | | | | | | 2.4% | | | | | | 1.9% | | | | | | 1.8% | | |
Office rent and maintenance
|
| | | | 3.9% | | | | | | 2.7% | | | | | | 2.1% | | | | | | 2.3% | | | | | | 2.0% | | |
Professional services
|
| | | | 4.2% | | | | | | 4.5% | | | | | | 4.1% | | | | | | 4.0% | | | | | | 2.1% | | |
Insurance services
|
| | | | — | | | | | | 1.4 | | | | | | 2.2% | | | | | | 2.2% | | | | | | 1.6% | | |
Hosting and other website maintenance
|
| | | | 0.5% | | | | | | 0.5% | | | | | | 0.6% | | | | | | 0.6% | | | | | | 0.5% | | |
Other operating expenses
|
| | | | 0.9% | | | | | | 1.6% | | | | | | 0.9% | | | | | | 1.1% | | | | | | 1.9% | | |
Total other general and administrative expenses
|
| | | | 12.7% | | | | | | 13.1% | | | | | | 12.1% | | | | | | 12.0% | | | | | | 9.9% | | |
Operating costs and expenses
(exclusive of depreciation and amortization) |
| | | | 56.1% | | | | | | 55.2% | | | | | | 56.6% | | | | | | 57.2% | | | | | | 55.2% | | |
Personnel expenses*
(in thousands of RUB) |
| |
For the year ended December 31,
|
| |
For the three months
ended March 31, |
| | | | | | ||||||||||||||||||||||||||||||||||
|
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| | | | | | | | | | | | | | | | |||||||||||||||||
Sales
|
| | | | (379,728) | | | | | | (404,658) | | | | | | (453,109) | | | | | | (99,540) | | | | | | (165,051) | | | | | | | | ||||||||||
Marketing
|
| | | | (96,521) | | | | | | (130,325) | | | | | | (124,295) | | | | | | (29,271) | | | | | | (42,161) | | | | | | | | ||||||||||
Production
|
| | | | (101,111) | | | | | | (134,331) | | | | | | (152,119) | | | | | | (35,512) | | | | | | (47,439) | | | | | | | | ||||||||||
Development
|
| | | | (306,925) | | | | | | (392,628) | | | | | | (492,457) | | | | | | (115,673) | | | | | | (166,814) | | | | | | | | ||||||||||
Product
|
| | | | (115,335) | | | | | | (119,145) | | | | | | (148,666) | | | | | | (32,680) | | | | | | (52,427) | | | | | | | | ||||||||||
Administrative
|
| | | | (188,578) | | | | | | (257,672) | | | | | | (289,331) | | | | | | (65,876) | | | | | | (97,747) | | | | | | | | ||||||||||
Senior management
|
| | | | (117,267) | | | | | | (142,514) | | | | | | (130,141) | | | | | | (19,717) | | | | | | (45,189) | | | | | | | | ||||||||||
Board of directors
|
| | | | — | | | | | | (15,097) | | | | | | (30,099) | | | | | | (6,915) | | | | | | (7,735) | | | | | | | | ||||||||||
Subtotal | | | | | (1,305,465) | | | | | | (1,596,370) | | | | | | (1,820,217) | | | | | | (405,184) | | | | | | (624,563) | | | | | | | | ||||||||||
Tax and social
|
| | | | (372,087) | | | | | | (457,182) | | | | | | (485,941) | | | | | | (119,705) | | | | | | (154,226) | | | | | | | | ||||||||||
Capitalized R&D
|
| | | | 48,072 | | | | | | 31,261 | | | | | | 12,443 | | | | | | 3,239 | | | | | | 5,962 | | | | | | | | ||||||||||
Total | | | | | (1,629,480) | | | | | | (2,022,291) | | | | | | (2,293,715) | | | | | | (521,650) | | | | | | (772,827) | | | | | | | |
(in thousands of RUB)
|
| |
For the three months
ended March 31, |
| |||||||||
|
2020
|
| |
2021
|
| ||||||||
Revenue
|
| | | | 1,990,409 | | | | | | 2,841,115 | | |
Operating costs and expenses (exclusive of depreciation and amortization)
|
| | | | (1,138,619) | | | | | | (1,568,649) | | |
Depreciation and amortization
|
| | | | (184,406) | | | | | | (237,973) | | |
Operating income
|
| | | | 667,384 | | | | | | 1,034,493 | | |
Financial income
|
| | | | 19,158 | | | | | | 69,492 | | |
Financial costs
|
| | | | (118,833) | | | | | | (150,731) | | |
Other income
|
| | | | 9,689 | | | | | | 13,077 | | |
Net foreign exchange loss
|
| | | | 75,313 | | | | | | (222) | | |
Gain on remeasurement of previously held interest in equity accounted investees
|
| | | | — | | | | | | 223,308 | | |
Share of loss of equity-accounted investees (net of income tax)
|
| | | | (9,544) | | | | | | (4,864) | | |
Profit before income tax
|
| | | | 643,167 | | | | | | 1,184,553 | | |
Income tax expense
|
| | | | (231,429) | | | | | | (254,207) | | |
Net income
|
| | | | 411,738 | | | | | | 930,346 | | |
(in thousands of RUB)
|
| |
For the year ended
December 31, |
| |||||||||
|
2019
|
| |
2020
|
| ||||||||
Revenue
|
| | | | 7,788,741 | | | | | | 8,282,107 | | |
Operating costs and expenses (exclusive of depreciation and amortization)
|
| | | | (4,300,263) | | | | | | (4,691,300) | | |
Depreciation and amortization
|
| | | | (683,317) | | | | | | (750,558) | | |
Operating income
|
| | | | 2,805,161 | | | | | | 2,840,249 | | |
Financial income
|
| | | | 76,764 | | | | | | 59,329 | | |
Financial costs
|
| | | | (603,280) | | | | | | (409,545) | | |
Other income
|
| | | | 23,853 | | | | | | (47,715) | | |
Net foreign exchange loss
|
| | | | (46,508) | | | | | | 83,030) | | |
Share of loss of equity-accounted investees (net of income tax)
|
| | | | (30,542 | | | | | | (49,181) | | |
Profit before income tax
|
| | | | 2,225,448 | | | | | | 2,571,597 | | |
Income tax expense
|
| | | | (644,422) | | | | | | (685,772) | | |
Net income
|
| | | | 1,581,026 | | | | | | 1,885,825 | | |
(in thousands of RUB)
|
| |
For the year
ended December 31, |
| |
For the three months
ended March 31, |
| ||||||||||||||||||
|
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| ||||||||||||||
Net cash generated from operating activities
|
| | | | 2,611,054 | | | | | | 3,214,573 | | | | | | 942,362 | | | | | | 1,912,574 | | |
Net cash (used in) investing activities
|
| | | | (637,117) | | | | | | (3,227,607) | | | | | | (101,224) | | | | | | (195,915) | | |
Net cash generated from/(used in) financing activities
|
| | | | (2,653,440) | | | | | | 1,114,050 | | | | | | (58,892) | | | | | | (257,829) | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (679,503) | | | | | | 1,101,016 | | | | | | 782,246 | | | | | | 1,458,830 | | |
| | |
Shares beneficially owned
before the offering |
| |
Shares
offered hereby |
| |
Shares beneficially
owned after the offering |
| |||||||||||||||||||||
Name of beneficial owner
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Number
|
| |
Percent
|
| |||||||||||||||
5% or Greater Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Highworld Investments Limited(1)
|
| | | | 18,749,997 | | | | | | 37.0% | | | | | | 2,250,000 | | | | | | | | | | | | % | | |
ELQ Investors VIII Limited(2)
|
| | | | 6,989,781 | | | | | | 13.8% | | | | | | 2,250,000 | | | | | | | | | | | | % | | |
Kayne Anderson Rudnick Investment Management LLC(3)
|
| | | | 6,521,247 | | | | | | 12.9% | | | | | | | | | | | | 6,521,247 | | | | | | % | | |
Executive Officers and Board Members(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mikhail Zhukov
|
| | | | * | | | | | | *% | | | | | | | | | | | | * | | | | | | *% | | |
Grigorii Moiseev
|
| | | | * | | | | | | *% | | | | | | | | | | | | * | | | | | | *% | | |
Dmitry Sergienkov
|
| | | | * | | | | | | *% | | | | | | | | | | | | * | | | | | | *% | | |
Martin Cocker
|
| | | | — | | | | | | *% | | | | | | | | | | | | — | | | | | | *% | | |
Olga Filatova
|
| | | | — | | | | | | *% | | | | | | | | | | | | — | | | | | | *% | | |
Morten Heuing
|
| | | | — | | | | | | *% | | | | | | | | | | | | — | | | | | | *% | | |
Dmitri Krukov
|
| | | | — | | | | | | *% | | | | | | | | | | | | — | | | | | | *% | | |
Valentin Mashkov
|
| | | | — | | | | | | *% | | | | | | | | | | | | — | | | | | | *% | | |
Maksim Melnikov
|
| | | | — | | | | | | *% | | | | | | | | | | | | — | | | | | | *% | | |
Thomas Otter
|
| | | | — | | | | | | *% | | | | | | | | | | | | — | | | | | | *% | | |
Terje Seljeseth
|
| | | | — | | | | | | *% | | | | | | | | | | | | — | | | | | | *% | | |
All executive officers and board members as a group
(11 persons) |
| | |
|
*
|
| | | | | *% | | | | | | | | | | | | * | | | | |
|
*%
|
| |
Total: | | | | | 32,261,025 | | | | | | 63.7% | | | | | | | | | | | | | | | | | | % | | |
Taxable Income
|
| |
Tax Rate
|
| |
Cumulative Tax
|
| ||||||
Euro
|
| |
%
|
| |
Euro
|
| ||||||
0 – 19.500
|
| | | | 0 | | | | | | 0 | | |
19.501 – 28.000
|
| | | | 20 | | | | | | 1.700 | | |
28.001 – 36.300
|
| | | | 25 | | | | | | 3.775 | | |
36.301 – 60.000
|
| | | | 30 | | | | | | 10.885 | | |
60.001 and over
|
| | | | 35 | | | | | | | | |
Underwriters
|
| |
Number of
ADSs |
| |||
Goldman Sachs & Co. LLC | | | | | | | |
Morgan Stanley & Co. LLC | | | | | | | |
| | | | | | | |
Total
|
| | | | 4,500,000 | | |
Paid by the Selling Shareholders
|
| |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per ADS
|
| | | $ | | | | | $ | | | ||
Total
|
| | | $ | | | | | $ | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | |
| | | | | |
For the three months ended
March 31, |
| |||||||||
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
Revenue
|
| |
9
|
| | | | 2,841,115 | | | | | | 1,990,409 | | |
Operating costs and expenses (exclusive of depreciation and amortization)
|
| |
10
|
| | | | (1,568,649) | | | | | | (1,138,619) | | |
Depreciation and amortization
|
| |
13, 14, 21(i)
|
| | | | (237,973) | | | | | | (184,406) | | |
Operating income
|
| | | | | | | 1,034,493 | | | | | | 667,384 | | |
Finance income
|
| |
11(a)
|
| | | | 69,492 | | | | | | 19,158 | | |
Finance costs
|
| |
11(b)
|
| | | | (150,731) | | | | | | (118,833) | | |
Gain on remeasurement of previously held interest in equity-accounted investees
|
| |
7
|
| | | | 223,308 | | | | | | — | | |
Net foreign exchange (loss)/gain
|
| | | | | | | (222) | | | | | | 75,313 | | |
Share of loss of equity-accounted investees (net of income tax)
|
| | | | | | | (4,864) | | | | | | (9,544) | | |
Other income
|
| | | | | | | 13,077 | | | | | | 9,689 | | |
Profit before income tax
|
| | | | | | | 1,184,553 | | | | | | 643,167 | | |
Income tax expense
|
| |
12
|
| | | | (254,207) | | | | | | (231,429) | | |
Net income for the period
|
| | | | | | | 930,346 | | | | | | 411,738 | | |
Attributable to: | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | | | | 898,801 | | | | | | 363,463 | | |
Non-controlling interest
|
| | | | | | | 31,545 | | | | | | 48,275 | | |
Other comprehensive income | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or loss: | | | | | | | | | | | | | | | | |
Foreign currency translation differences
|
| | | | | | | 9,218 | | | | | | 25,518 | | |
Total comprehensive income, net of tax
|
| | | | | | | 939,564 | | | | | | 437,256 | | |
Attributable to: | | | | | | | | | | | | | | | | |
Owners of the Company
|
| | | | | | | 906,138 | | | | | | 386,012 | | |
Non-controlling interest
|
| | | | | | | 33,426 | | | | | | 51,244 | | |
Earnings per share | | | | | | | | | | | | | | | | |
Basic (in Russian Roubles per share)
|
| |
8
|
| | | | 17.86 | | | | | | 7.27 | | |
Diluted (in Russian Roubles per share)
|
| |
8
|
| | | | 17.34 | | | | | | 7.05 | | |
| Mikhail Zhukov | | |
Grigorii Moiseev
|
|
| Chief Executive Officer | | |
Chief Financial Officer
|
|
| | |
Note
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Non-current assets | | | | | | | | | | | | | | | | |
Goodwill
|
| |
14(d)
|
| | | | 10,669,381 | | | | | | 9,875,224 | | |
Intangible assets
|
| |
14
|
| | | | 3,856,940 | | | | | | 3,439,959 | | |
Property and equipment
|
| |
13
|
| | | | 442,332 | | | | | | 466,725 | | |
Equity-accounted investees
|
| |
7
|
| | | | — | | | | | | 129,666 | | |
Right-of-use assets
|
| |
21(i)
|
| | | | 196,862 | | | | | | 215,120 | | |
Deferred tax assets
|
| |
12(d)
|
| | | | 224,658 | | | | | | 176,328 | | |
Loans issued to equity-accounted investees
|
| |
7
|
| | | | — | | | | | | 11,541 | | |
Other financial assets
|
| |
7
|
| | | | — | | | | | | 25,491 | | |
Other non-current assets
|
| | | | | | | 26,983 | | | | | | 22,176 | | |
Total non-current assets
|
| | | | | | | 15,417,156 | | | | | | 14,362,230 | | |
Current assets | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| |
15
|
| | | | 95,982 | | | | | | 69,120 | | |
Indemnification asset
|
| | | | | | | 188,624 | | | | | | 186,473 | | |
Loans issued (current portion)
|
| |
7
|
| | | | 3,224 | | | | | | 8,178 | | |
Prepaid expenses and other current assets
|
| | | | | | | 145,040 | | | | | | 179,118 | | |
Cash and cash equivalents
|
| |
16
|
| | | | 4,833,839 | | | | | | 3,367,610 | | |
Total current assets
|
| | | | | | | 5,266,709 | | | | | | 3,810,499 | | |
Total assets
|
| | | | | | | 20,683,865 | | | | | | 18,172,729 | | |
Equity | | | | | | | | | | | | | | | | |
Share capital
|
| |
17(a)
|
| | | | 8,597 | | | | | | 8,597 | | |
Share premium
|
| |
17(c)
|
| | | | 2,015,613 | | | | | | 1,987,044 | | |
Foreign currency translation reserve
|
| |
17(e)
|
| | | | (84,803) | | | | | | (92,140) | | |
Retained earnings
|
| | | | | | | 2,434,938 | | | | | | 1,536,137 | | |
Total equity attributable to owners of the Company
|
| | | | | | | 4,374,345 | | | | | | 3,439,638 | | |
Non-controlling interest
|
| | | | | | | 156,771 | | | | | | 69,104 | | |
Total equity
|
| | | | | | | 4,531,116 | | | | | | 3,508,742 | | |
Non-current liabilities | | | | | | | | | | | | | | | | |
Loans and borrowings
|
| |
19
|
| | | | 7,678,085 | | | | | | 7,791,326 | | |
Lease liabilities
|
| |
21(ii)
|
| | | | 144,706 | | | | | | 164,245 | | |
Contract liabilities
|
| | | | | | | 134,004 | | | | | | — | | |
Deferred tax liabilities
|
| |
12(d)
|
| | | | 634,230 | | | | | | 658,970 | | |
Trade and other payables
|
| |
20
|
| | | | 118,727 | | | | | | 178,607 | | |
Provisions
|
| | | | | | | 99,747 | | | | | | 87,822 | | |
Other non-current liabilities
|
| | | | | | | 131,812 | | | | | | 142,531 | | |
Total non-current liabilities
|
| | | | | | | 8,941,311 | | | | | | 9,023,501 | | |
Current liabilities | | | | | | | | | | | | | | | | |
Contract liabilities
|
| | | | | | | 3,495,800 | | | | | | 2,785,402 | | |
Trade and other payables
|
| |
20
|
| | | | 1,973,102 | | | | | | 1,273,089 | | |
Loans and borrowings (current portion)
|
| |
19
|
| | | | 512,038 | | | | | | 485,100 | | |
Lease liabilities (current portion)
|
| |
21(ii)
|
| | | | 79,199 | | | | | | 77,752 | | |
Income tax payable
|
| |
12(b)
|
| | | | 461,535 | | | | | | 401,733 | | |
Provisions (current portion)
|
| | | | | | | 649,101 | | | | | | 578,651 | | |
Other current liabilities
|
| | | | | | | 40,663 | | | | | | 38,759 | | |
Total current liabilities
|
| | | | | | | 7,211,438 | | | | | | 5,640,486 | | |
Total liabilities
|
| | | | | | | 16,152,749 | | | | | | 14,663,987 | | |
Total equity and liabilities
|
| | | | | | | 20,683,865 | | | | | | 18,172,729 | | |
| | |
Attributable to owners of the Company
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||
| | |
Share
capital |
| |
Share
premium |
| |
Currency
translation reserve |
| |
Retained
earnings |
| |
Total
|
| |
Non-controlling
interest |
| |
Total equity
|
| |||||||||||||||||||||
Balance as at January 1, 2021
|
| | | | 8,597 | | | | | | 1,987,044 | | | | | | (92,140) | | | | | | 1,536,137 | | | | | | 3,439,638 | | | | | | 69,104 | | | | | | 3,508,742 | | |
Net income for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | 898,801 | | | | | | 898,801 | | | | | | 31,545 | | | | | | 930,346 | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | 7,337 | | | | | | — | | | | | | 7,337 | | | | | | 1,881 | | | | | | 9,218 | | |
Management incentive agreement (Note 18(a))
|
| | | | — | | | | | | 23,136 | | | | | | — | | | | | | — | | | | | | 23,136 | | | | | | — | | | | | | 23,136 | | |
Share-based payments to Board of directors
(Note 24(b)) |
| | | | — | | | | | | 5,433 | | | | | | — | | | | | | — | | | | | | 5,433 | | | | | | — | | | | | | 5,433 | | |
Acquisition of non-contolling interests (Note 7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 129,661 | | | | | | 129,661 | | |
Distributions to non-controlling interest (Note 17(d))
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (75,420) | | | | | | (75,420) | | |
Balance as at March 31, 2021
|
| | | | 8,597 | | | | | | 2,015,613 | | | | | | (84,803) | | | | | | 2,434,938 | | | | | | 4,374,345 | | | | | | 156,771 | | | | | | 4,531,116 | | |
Balance as at January 1, 2020
|
| | | | 8,547 | | | | | | 1,863,877 | | | | | | (105,191) | | | | | | 1,587,697 | | | | | | 3,354,930 | | | | | | 33,263 | | | | | | 3,388,193 | | |
Net income for the period
|
| | | | — | | | | | | — | | | | | | — | | | | | | 363,463 | | | | | | 363,463 | | | | | | 48,275 | | | | | | 411,738 | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | 22,549 | | | | | | — | | | | | | 22,549 | | | | | | 2,969 | | | | | | 25,518 | | |
Management incentive agreement (Note 18(a))
|
| | | | — | | | | | | 27,679 | | | | | | — | | | | | | — | | | | | | 27,679 | | | | | | — | | | | | | 27,679 | | |
Share-based payments to Board of directors
(Note 24(b)) |
| | | | — | | | | | | 5,319 | | | | | | — | | | | | | — | | | | | | 5,319 | | | | | | — | | | | | | 5,319 | | |
Distributions to shareholders and non-controlling interest (Note 17(d))
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,800,520) | | | | | | (1,800,520) | | | | | | (66,917) | | | | | | (1,867,437) | | |
Balance as at March 31, 2020
|
| | | | 8,547 | | | | | | 1,896,875 | | | | | | (82,642) | | | | | | 150,640 | | | | | | 1,973,420 | | | | | | 17,590 | | | | | | 1,991,010 | | |
| | | | | |
For the three months ended
March 31, |
| |||||||||
| | |
Note
|
| |
2021
|
| |
2020
|
| ||||||
OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | |
Net income for the period
|
| | | | | | | 930,346 | | | | | | 411,738 | | |
Adjusted for non-cash items and items not affecting cash flow from operating activities:
|
| | | | | | | | | | | | | | | |
Depreciation and amortization
|
| |
13, 14, 21(i)
|
| | | | 237,973 | | | | | | 184,406 | | |
Net finance costs
|
| |
11
|
| | | | 81,239 | | | | | | 99,675 | | |
Gain on remeasurement of previously held interest in equity accounted associates
|
| |
7
|
| | | | (223,308) | | | | | | — | | |
Net foreign exchange loss/(gain)
|
| | | | | | | 222 | | | | | | (75,313) | | |
Other non-cash items
|
| | | | | | | (617) | | | | | | (724) | | |
Management incentive agreement, including social taxes
|
| |
18
|
| | | | 66,591 | | | | | | 53,506 | | |
Share grant to the Board of Directors
|
| |
24(b)
|
| | | | 5,433 | | | | | | 5,319 | | |
Share of loss of equity-accounted investees, net of income tax
|
| | | | | | | 4,864 | | | | | | 9,544 | | |
Income tax expense
|
| |
12
|
| | | | 254,207 | | | | | | 231,429 | | |
Change in trade receivables and other operating assets
|
| | | | | | | 14,098 | | | | | | (7,029) | | |
Change in contract liabilities
|
| | | | | | | 671,946 | | | | | | 210,117 | | |
Change in trade and other payables
|
| | | | | | | 285,756 | | | | | | (63,828) | | |
Change in other liabilities
|
| | | | | | | (12,462) | | | | | | (8,526) | | |
Income tax paid
|
| | | | | | | (266,002) | | | | | | (100,762) | | |
Interest paid
|
| | | | | | | (137,712) | | | | | | (7,190) | | |
Net cash generated from operating activities
|
| | | | | | | 1,912,574 | | | | | | 942,362 | | |
INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | |
Payment of deferred consideration for the acquisition of
subsidiary |
| | | | | | | (233,836) | | | | | | — | | |
Cash of subsidiary acquired
|
| |
7
|
| | | | 66,524 | | | | | | — | | |
Acquisition of intangible assets
|
| | | | | | | (43,598) | | | | | | (27,083) | | |
Acquisition of property and equipment
|
| | | | | | | (14,279) | | | | | | (81,695) | | |
Interest received
|
| | | | | | | 29,274 | | | | | | 7,554 | | |
Net cash used in investing activities
|
| | | | | | | (195,915) | | | | | | (101,224) | | |
FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | |
Bank loans and other borrowings origination fees paid
|
| |
19
|
| | | | (41,971) | | | | | | — | | |
Bank loan repaid
|
| |
19
|
| | | | (121,447) | | | | | | — | | |
Payment for lease liabilities
|
| |
21(ii)
|
| | | | (19,440) | | | | | | (10,445) | | |
Dividends paid to non-controlling interest
|
| |
17(d)
|
| | | | (74,971) | | | | | | (48,447) | | |
Net cash used in financing activities
|
| | | | | | | (257,829) | | | | | | (58,892) | | |
Net increase in cash and cash equivalents
|
| | | | | | | 1,458,830 | | | | | | 782,246 | | |
Cash and cash equivalents, beginning of period
|
| | | | | | | 3,367,610 | | | | | | 2,089,215 | | |
Effect of exchange rate changes on cash
|
| | | | | | | 7,399 | | | | | | 232,877 | | |
Cash and cash equivalents, end of period
|
| | | | | | | 4,833,839 | | | | | | 3,104,338 | | |
| | |
For the three months ended March 31, 2021
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Russia
(hh.ru) |
| |
Russia
(Zarplata.ru) |
| |
Other
segments |
| |
Total
segments |
| |
Unallocated
|
| |
Eliminations
|
| |
Total
|
| |||||||||||||||||||||
External revenue
|
| | | | 2,472,653 | | | | | | 189,290 | | | | | | 179,172 | | | | | | 2,841,115 | | | | | | — | | | | | | — | | | | | | 2,841,115 | | |
Inter-segment revenue
|
| | | | 455 | | | | | | — | | | | | | 2,492 | | | | | | 2,947 | | | | | | — | | | | | | (2,947) | | | | | | — | | |
Segment external expenses
|
| | | | (1,147,165) | | | | | | (189,712) | | | | | | (77,386) | | | | | | (1,414,263) | | | | | | (77,233) | | | | | | — | | | | | | (1,491,496) | | |
Inter-segment expenses
|
| | | | (2,320) | | | | | | (157) | | | | | | (451) | | | | | | (2,928) | | | | | | — | | | | | | 2,928 | | | | | | — | | |
Segment EBITDA
|
| | | | 1,323,623 | | | | | | (579) | | | | | | 103,827 | | | | | | 1,426,871 | | | | | | (77,233) | | | | | | (19) | | | | | | 1,349,619 | | |
| | |
For the three months ended March 31, 2020
|
| |||||||||||||||||||||||||||||||||
| | |
Russia
(hh.ru) |
| |
Other
segments |
| |
Total
segments |
| |
Unallocated
|
| |
Eliminations
|
| |
Total
|
| ||||||||||||||||||
External revenue
|
| | | | 1,838,244 | | | | | | 152,165 | | | | | | 1,990,409 | | | | | | — | | | | | | — | | | | | | 1,990,409 | | |
Inter-segment revenue
|
| | | | 1,557 | | | | | | 2,318 | | | | | | 3,875 | | | | | | — | | | | | | (3,875) | | | | | | — | | |
Segment external expenses
|
| | | | (913,637) | | | | | | (42,714) | | | | | | (956,351) | | | | | | (56,647) | | | | | | — | | | | | | (1,012,998) | | |
Inter-segment expenses
|
| | | | (2,819) | | | | | | (196) | | | | | | (3,015) | | | | | | — | | | | | | 3,015 | | | | | | — | | |
Segment EBITDA
|
| | | | 923,345 | | | | | | 111,573 | | | | | | 1,034,918 | | | | | | (56,647) | | | | | | (860) | | | | | | 977,411 | | |
| | |
For the three months
ended March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Consolidated profit before income tax
|
| | | | 1,184,553 | | | | | | 643,167 | | |
Adjusted for: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 237,973 | | | | | | 184,406 | | |
Net finance costs (Note 11)
|
| | | | 81,239 | | | | | | 99,675 | | |
Gain on remeasurement of previously held interest in equity accounted
associates |
| | | | (223,308) | | | | | | — | | |
Net foreign exchange loss/(gain)
|
| | | | 222 | | | | | | (75,313) | | |
Insurance cover related to the IPO
|
| | | | — | | | | | | 38,832 | | |
SPO-related costs
|
| | | | — | | | | | | 14,920 | | |
Costs related to acquisition of Zarplata
|
| | | | — | | | | | | 11,119 | | |
Other financing and transactional costs
|
| | | | 3,656 | | | | | | — | | |
Management incentive agreement (Note 18)
|
| | | | 66,591 | | | | | | 53,506 | | |
Grant of shares to the Board of Directors (including social taxes) (Note 24(b))
|
| | | | 6,291 | | | | | | 6,081 | | |
Share of loss of equity-accounted investees (net of income tax)
|
| | | | 4,864 | | | | | | 9,544 | | |
Income from depository
|
| | | | (12,462) | | | | | | (8,526) | | |
Total Segment EBITDA (as presented to the CODM)
|
| | | | 1,349,619 | | | | | | 977,411 | | |
| | |
For the three months
ended March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Consolidated operating costs and expenses (exclusive of depreciation and amortization)
|
| | | | 1,568,649 | | | | | | 1,138,619 | | |
Adjusted for: | | | | | | | | | | | | | |
Insurance cover related to the IPO
|
| | | | — | | | | | | (38,832) | | |
SPO-related costs
|
| | | | — | | | | | | (14,920) | | |
Costs related to acquisition of Zarplata
|
| | | | — | | | | | | (11,119) | | |
Other financing and transactional costs
|
| | | | (3,656) | | | | | | — | | |
Management incentive agreement (Note 18)
|
| | | | (66,591) | | | | | | (53,506) | | |
Grant of shares to the Board of Directors (including social taxes)
(Note 24(b)) |
| | | | (6,291) | | | | | | (6,081) | | |
Other
|
| | | | (615) | | | | | | (1,163) | | |
Total Segment External expenses (as presented to the CODM)
|
| | | | 1,491,496 | | | | | | 1,012,998 | | |
| | |
For the three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Russia
|
| | | | 2,640,989 | | | | | | 1,822,369 | | |
All foreign countries, including:
|
| | | | 200,126 | | | | | | 168,040 | | |
Belarus
|
| | | | 89,196 | | | | | | 85,404 | | |
Kazakhstan
|
| | | | 89,778 | | | | | | 66,761 | | |
Other countries
|
| | | | 21,152 | | | | | | 15,875 | | |
| | | | | 2,841,115 | | | | | | 1,990,409 | | |
|
Previously held interest at the equity metod as at December 31, 2020
|
| | | | 129,666 | | |
|
Share of loss of equity-accounted investees (net of income tax)
|
| | | | (4,864) | | |
|
Previously held interest at the equity metod as at March 31, 2021
|
| | | | 124,802 | | |
|
Fair value of previously held interest as at March 31, 2021
|
| | | | 348,110 | | |
|
Gain on remeasurement of previously held interest at the fair value
|
| | | | 223,308 | | |
|
Cash consideration to be paid
|
| | | | 622,732 | | |
|
The acquisition date fair value of the Group’s previously held interest
|
| | | | 348,110 | | |
|
Financial assets at fair value through profit or loss
|
| | | | 59,999 | | |
|
Total consideration to be transferred
|
| | | | 1,030,841 | | |
| Assets | | | | | | | |
|
Intangible assets
|
| | | | 551,984 | | |
|
Property and equipment
|
| | | | 3,436 | | |
|
Trade and other receivables
|
| | | | 3,223 | | |
|
Prepaid expenses and other current assets
|
| | | | 3,555 | | |
|
Loans issued
|
| | | | 3,224 | | |
|
Cash and cash equivalents
|
| | | | 66,524 | | |
| | | | | | 631,946 | | |
| Liabilities | | | | | | | |
|
Contract liabilities (non-current)
|
| | | | 134,004 | | |
|
Contract liabilities (current)
|
| | | | 36,908 | | |
|
Trade and other payables
|
| | | | 40,362 | | |
|
Loans and borrowings
|
| | | | 50,000 | | |
| | | | | | 261,274 | | |
|
Total net assets
|
| | | | 370,672 | | |
|
The amount of non-controlling interest measured at the proportionate share of the identifiable
net assets |
| | | | (129,661) | | |
|
Goodwill arising on acquisition
|
| | | | 789,830 | | |
|
Purchase consideration
|
| | |
|
1,030,841
|
| |
|
Cash acquired in business combination
|
| | | | 66,524 | | |
Assets acquired
|
| |
Valuation technique
|
|
Developed software | | | Multi-period excess earnings method: The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the asset, by excluding any cash flows related to contributory assets. | |
Non-contractual customer relationships | | | Multi-period excess earnings method: The multi-period excess earnings method considers the present value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to contributory assets. | |
| | |
For the three months ended
March, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net income attributable to owners of the Company
|
| | | | 898,801 | | | | | | 363,463 | | |
Weighted average number of ordinary shares outstanding (Note 17(a))
|
| | | | 50,317,860 | | | | | | 50,000,000 | | |
Effects of dilution from: | | | | | | | | | | | | | |
Share options (weighted average)
|
| | | | 1,514,072 | | | | | | 1,557,520 | | |
Weighted average number of ordinary shares outstanding, adjusted for the effect of
dilution |
| | | | 51,831,932 | | | | | | 51,557,520 | | |
Earnings per share (in Russian Roubles per share) | | | | | | | | | | | | | |
Basic
|
| | | | 17.86 | | | | | | 7.27 | | |
Diluted
|
| | | | 17.34 | | | | | | 7.05 | | |
| | |
For the three months ended March 31,
|
| |||||||||||||||||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| ||||||||||||||||||||||||||||||||||||
| | |
Russia
(hh.ru) |
| |
Russia
(Zarplata.ru) |
| |
Other
segment |
| |
Total
segments |
| |
Russia
(hh.ru) |
| |
Other
segment |
| |
Total
segments |
| |||||||||||||||||||||
Bundled Subscriptions
|
| | | | 698,203 | | | | | | 56,783 | | | | | | 11,480 | | | | | | 766,466 | | | | | | 563,673 | | | | | | 14,040 | | | | | | 577,713 | | |
CV Database Access
|
| | | | 483,483 | | | | | | 21,807 | | | | | | 83,675 | | | | | | 588,965 | | | | | | 398,521 | | | | | | 72,065 | | | | | | 470,586 | | |
Job Postings
|
| | | | 1,087,207 | | | | | | 83,067 | | | | | | 74,237 | | | | | | 1,244,511 | | | | | | 724,307 | | | | | | 57,106 | | | | | | 781,413 | | |
Other VAS
|
| | | | 203,760 | | | | | | 27,633 | | | | | | 9,780 | | | | | | 241,173 | | | | | | 151,743 | | | | | | 8,954 | | | | | | 160,697 | | |
Total revenue
|
| | | | 2,472,653 | | | | | | 189,290 | | | | | | 179,172 | | | | | | 2,841,115 | | | | | | 1,838,244 | | | | | | 152,165 | | | | | | 1,990,409 | | |
| | |
For the three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Key Accounts in Russia | | | | | | | | | | | | | |
Moscow and St.Petersburg
|
| | | | 642,938 | | | | | | 495,398 | | |
Other regions of Russia
|
| | | | 259,866 | | | | | | 192,953 | | |
Sub-total
|
| | | | 902,804 | | | | | | 688,351 | | |
Small and Medium Accounts in Russia | | | | | | | | | | | | | |
Moscow and St.Petersburg
|
| | | | 886,278 | | | | | | 627,759 | | |
Other regions of Russia
|
| | | | 763,059 | | | | | | 426,407 | | |
Sub-total
|
| | | | 1,649,337 | | | | | | 1,054,166 | | |
Foreign customers of Russia segments
|
| | | | 19,983 | | | | | | 15,875 | | |
Other customers in Russia
|
| | | | 89,819 | | | | | | 79,852 | | |
Total for Russia operating segments
|
| | | | 2,661,943 | | | | | | 1,838,244 | | |
| | |
For the three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Personnel expenses
|
| | | | (845,709) | | | | | | (581,237) | | |
Marketing expenses
|
| | | | (441,770) | | | | | | (317,866) | | |
Subcontractor and other costs related to provision of services
|
| | | | (50,404) | | | | | | (37,180) | | |
Office rent and maintenance
|
| | | | (56,224) | | | | | | (46,280) | | |
Professional services
|
| | | | (60,840) | | | | | | (79,147) | | |
Insurance services
|
| | | | (46,071) | | | | | | (43,173) | | |
Hosting and other web-site maintenance
|
| | | | (14,460) | | | | | | (12,034) | | |
Other operating expenses
|
| | | | (53,171) | | | | | | (21,702) | | |
Operating costs and expenses (exclusive of depreciation and amortization)
|
| | | | (1,568,649) | | | | | | (1,138,619) | | |
| | |
For the three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Interest on term deposits
|
| | | | 34,301 | | | | | | 18,991 | | |
Interest accrued on loan to related parties (Note 24(c))
|
| | | | 474 | | | | | | — | | |
Net gain on financial assets measured at fair value through profit or loss (Note 7)
|
| | | | 34,508 | | | | | | — | | |
Other interest income
|
| | | | 209 | | | | | | 167 | | |
Total finance income
|
| | | | 69,492 | | | | | | 19,158 | | |
| | |
For the three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Interest accrued on bank loan (Note 19(a))
|
| | | | (72,674) | | | | | | (108,235) | | |
Interest accrued on non-convertible bonds (Note 19(b))
|
| | | | (66,613) | | | | | | — | | |
Interest accrued on lease liabilities (Note 21(ii))
|
| | | | (5,714) | | | | | | (7,190) | | |
Other interest costs
|
| | | | (5,730) | | | | | | (3,408) | | |
Total finance costs
|
| | | | (150,731) | | | | | | (118,833) | | |
| | |
For the three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Current tax expense: | | | | | | | | | | | | | |
Current year
|
| | | | (312,450) | | | | | | (259,495) | | |
Net recognition of provision for uncertain tax positions
|
| | | | (14,734) | | | | | | — | | |
Total current tax expense
|
| | | | (327,184) | | | | | | (259,495) | | |
Deferred tax reversal: | | | | | | | | | | | | | |
Reversal of temporary differences
|
| | | | 72,977 | | | | | | 28,066 | | |
Total deferred tax reversal
|
| | | | 72,977 | | | | | | 28,066 | | |
Total income tax expense
|
| | | | (254,207) | | | | | | (231,429) | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Current income tax payable
|
| | | | 100,989 | | | | | | 55,921 | | |
Provision for uncertain income tax positions
|
| | | | 360,546 | | | | | | 345,812 | | |
Total income tax payable
|
| | | | 461,535 | | | | | | 401,733 | | |
| | |
For the three months
ended March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Profit before income tax
|
| | | | 1,184,553 | | | | | | 643,167 | | |
Income tax at 20% tax rate
|
| | | | (236,911) | | | | | | (128,633) | | |
Effect of tax rates in foreign jurisdictions
|
| | | | (2,708) | | | | | | 1,240 | | |
Withholding tax on intra-group dividend and unremitted earnings
|
| | | | (12,031) | | | | | | (11,013) | | |
Unrecognized deferred tax asset
|
| | | | (24,729) | | | | | | (65,971) | | |
Non-deductible expenses related to management incentive agreement
|
| | | | (13,318) | | | | | | (10,701) | | |
Non-taxable gain on remeasurement of previously held interest in equity accounted
associates |
| | | | 44,662 | | | | | | — | | |
Other net non-deductible expense
|
| | | | (6,655) | | | | | | (16,351) | | |
Fines and penalties
|
| | | | (2,517) | | | | | | — | | |
Total income tax expense
|
| | | | (254,207) | | | | | | (231,429) | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Contract liabilities
|
| | | | 187,741 | | | | | | 140,143 | | |
Unused vacation accruals
|
| | | | 16,900 | | | | | | 11,567 | | |
Employee benefits
|
| | | | 21,818 | | | | | | 30,502 | | |
Trade and other payables
|
| | | | 9,008 | | | | | | 6,408 | | |
Right-of-use assets and lease liabilities
|
| | | | 5,499 | | | | | | 5,452 | | |
Intangible assets
|
| | | | 7,041 | | | | | | 7,883 | | |
Deferred tax assets netting
|
| | | | (23,349) | | | | | | (25,627) | | |
Total deferred tax assets
|
| | | | 224,658 | | | | | | 176,328 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Property and equipment
|
| | | | (3,123) | | | | | | (4,478) | | |
Intangible assets
|
| | | | (4,408) | | | | | | (4,918) | | |
Intangible assets identified on acquisitions
|
| | | | (634,222) | | | | | | (658,254) | | |
Loans and borrowings
|
| | | | (15,826) | | | | | | (16,947) | | |
Deferred tax liabilities netting
|
| | | | 23,349 | | | | | | 25,627 | | |
Total deferred tax liabilities
|
| | | | (634,230) | | | | | | (658,970) | | |
Net deferred tax liability
|
| | | | (409,572) | | | | | | (482,642) | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
HeadHunter “Russia” operating segment
|
| | | | 6,607,362 | | | | | | 6,607,362 | | |
HeadHunter “Kazakhstan” operating segment
|
| | | | 181,214 | | | | | | 178,380 | | |
HeadHunter “Belarus” operating segment
|
| | | | 178,365 | | | | | | 176,872 | | |
Zarplata operating segment
|
| | | | 2,912,610 | | | | | | 2,912,610 | | |
Skillaz operating segment (see Note 7)
|
| | | | 789,830 | | | | | | — | | |
Total goodwill
|
| | | | 10,669,381 | | | | | | 9,875,224 | | |
| | |
March 31, 2021
|
| |
December 31, 2020
|
| ||||||
Trade receivables
|
| | | | 78,905 | | | | | | 61,028 | | |
Taxes receivable
|
| | | | 1,100 | | | | | | 2,955 | | |
Receivables from shareholders
|
| | | | 50 | | | | | | 50 | | |
Other receivables
|
| | | | 15,927 | | | | | | 5,087 | | |
Total trade and other receivables
|
| | | | 95,982 | | | | | | 69,120 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Bank balances
|
| | | | 4,735,735 | | | | | | 3,315,485 | | |
Call deposits
|
| | | | 97,848 | | | | | | 51,781 | | |
Petty cash
|
| | | | 256 | | | | | | 344 | | |
Total cash and cash equivalents
|
| | | | 4,833,839 | | | | | | 3,367,610 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
|
Number of shares issued
|
| |
50,317,860
|
| |
50,317,860
|
|
Number of shares authorized
|
| |
60,000,000
|
| |
60,000,000
|
|
Par value
|
| |
EUR 0.002
|
| |
EUR 0.002
|
|
Share capital, RUB thousands
|
| |
8,597
|
| |
8,597
|
|
Awards series
|
| |
Number of units
|
| |
Grant date
|
| |
Exercise
price (per unit) |
| |
Fair value at
grant date |
| |||||||||
| | | | | | | | | | | |
RUB’000
|
| |
RUB’000
|
| ||||||
Series 1
|
| | | | 801 | | | |
May 10, 2016
|
| | | | 500 | | | | | | 160,871 | | |
Series 2
|
| | | | 20 | | | |
September 1, 2017
|
| | | | 500 | | | | | | 25,511 | | |
Series 3
|
| | | | 15 | | | |
September 1, 2017
|
| | | | 900 | | | | | | 15,415 | | |
Series 4
|
| | | | 12 | | | |
December 1, 2017
|
| | | | 900 | | | | | | 13,070 | | |
Series 5
|
| | | | 8 | | | |
March 1, 2018
|
| | | | 900 | | | | | | 8,478 | | |
Series 6
|
| | | | 14 | | | |
May 28, 2019
|
| | | | 500 | | | | | | 27,671 | | |
Series 7
|
| | | | 20 | | | |
May 28, 2019
|
| | | | 1,250 | | | | | | 22,191 | | |
| | |
Awards series
|
| |||||||||||||||||||||||||||
| | |
Series 1
|
| |
Series 2
|
| |
Series 3
|
| |
Series 4
|
| |
Series 5
|
| |||||||||||||||
Expected volatility
|
| | | | 39% | | | | | | 39% | | | | | | 39% | | | | | | 39% | | | | | | 39% | | |
Expected dividend yield
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Risk-free interest rate
|
| | | | 7.7% | | | | | | 7.7% | | | | | | 7.7% | | | | | | 7.3% | | | | | | 6.4% | | |
Expected life at grant date (years)
|
| | | | 5.66 | | | | | | 3.24 | | | | | | 3.24 | | | | | | 2.99 | | | | | | 1.66 | | |
(number of units)
|
| |
For the three months
ended March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Outstanding at beginning of the period
|
| | | | 890 | | | | | | 890 | | |
Granted during the period
|
| | | | — | | | | | | — | | |
Forfeited during the period
|
| | | | — | | | | | | — | | |
Exercised during the period
|
| | | | — | | | | | | — | | |
Expired during the period
|
| | | | — | | | | | | — | | |
Outstanding at end of the period
|
| | | | 890 | | | | | | 890 | | |
Awards series
|
| |
Number of units
|
| |
Date grant approved by
the Board of Directors |
| |
Exercise price
(per unit) |
| |
Fair value at
grant date |
| |||||||||
| | | | | | | | | | | |
USD
|
| |
RUB’000
|
| ||||||
Series 1
|
| | | | 300 | | | |
May 28, 2019
|
| | | | 13.50 | | | | | | 265,394 | | |
Series 2
|
| | | | 41 | | | |
March 5, 2020
|
| | | | 21.23 | | | | | | 30,787 | | |
Series 3
|
| | | | 33 | | | |
May 26, 2020
|
| | | | 18.92 | | | | | | 40,448 | | |
| | |
Tranche 1
|
| |
Tranche 2
|
| |
Tranche 3
|
| |
Tranche 4
|
| |
Tranche 5
|
| |||||||||||||||
Expected volatility
|
| | | | 43% | | | | | | 43% | | | | | | 43% | | | | | | 43% | | | | | | 43% | | |
Expected dividend yield
|
| | | | 1.53% | | | | | | 1.53% | | | | | | 1.53% | | | | | | 1.53% | | | | | | 1.53% | | |
Risk-free interest rate
|
| | | | 1.74% | | | | | | 1.77% | | | | | | 1.80% | | | | | | 1.86% | | | | | | 1.92% | | |
Expected life at grant date (years)
|
| | | | 3 | | | | | | 4 | | | | | | 5 | | | | | | 6 | | | | | | 7 | | |
Forfeiture rate
|
| | | | 3.39% | | | | | | 3.39% | | | | | | 3.39% | | | | | | 3.39% | | | | | | 3.39% | | |
Fair value (per unit), in thousands of Russian
Roubles |
| | | | 763 | | | | | | 859 | | | | | | 932 | | | | | | 996 | | | | | | 1,028 | | |
Total fair value, in thousands of Russian Roubles
|
| | | | 44,205 | | | | | | 49,815 | | | | | | 54,036 | | | | | | 57,738 | | | | | | 59,600 | | |
| | |
Tranche 1
|
| |
Tranche 2
|
| |
Tranche 3
|
| |
Tranche 4
|
| |
Tranche 5
|
| |||||||||||||||
Expected volatility
|
| | | | 50% | | | | | | 50% | | | | | | 50% | | | | | | 50% | | | | | | 50% | | |
Expected dividend yield
|
| | | | 1.94% | | | | | | 1.94% | | | | | | 1.94% | | | | | | 1.94% | | | | | | 1.94% | | |
Risk-free interest rate
|
| | | | 0.29% | | | | | | 0.33% | | | | | | 0.37% | | | | | | 0.46% | | | | | | 0.55% | | |
Expected life at grant date (years)
|
| | | | 3 | | | | | | 4 | | | | | | 5 | | | | | | 6 | | | | | | 7 | | |
Forfeiture rate
|
| | | | 3.39% | | | | | | 3.39% | | | | | | 3.39% | | | | | | 3.39% | | | | | | 3.39% | | |
Fair value (per unit), in thousands of Russian
Roubles |
| | | | 498 | | | | | | 668 | | | | | | 802 | | | | | | 924 | | | | | | 994 | | |
Total fair value, in thousands of Russian Roubles
|
| | | | 3,946 | | | | | | 5,292 | | | | | | 6,355 | | | | | | 7,319 | | | | | | 7,875 | | |
| | |
Tranche 1
|
| |
Tranche 2
|
| |
Tranche 3
|
| |
Tranche 4
|
| |
Tranche 5
|
| |||||||||||||||
Expected volatility
|
| | | | 50% | | | | | | 50% | | | | | | 50% | | | | | | 50% | | | | | | 50% | | |
Expected dividend yield
|
| | | | 1.85% | | | | | | 1.85% | | | | | | 1.85% | | | | | | 1.85% | | | | | | 1.85% | | |
Risk-free interest rate
|
| | | | 0.22% | | | | | | 0.27% | | | | | | 0.32% | | | | | | 0.42% | | | | | | 0.51% | | |
Expected life at grant date (years)
|
| | | | 3 | | | | | | 4 | | | | | | 5 | | | | | | 6 | | | | | | 7 | | |
Forfeiture rate
|
| | | | 3.39% | | | | | | 3.39% | | | | | | 3.39% | | | | | | 3.39% | | | | | | 3.39% | | |
Fair value (per unit), in thousands of Russian
Roubles |
| | | | 1,008 | | | | | | 1,172 | | | | | | 1,298 | | | | | | 1,404 | | | | | | 1,460 | | |
Total fair value, in thousands of Russian Roubles
|
| | | | 6,428 | | | | | | 7,476 | | | | | | 8,278 | | | | | | 8,954 | | | | | | 9,312 | | |
(number of units)
|
| |
For the three months
ended March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Outstanding at beginning of the period
|
| | | | 371 | | | | | | 300 | | |
Granted during the period
|
| | | | — | | | | | | 41 | | |
Forfeited during the period
|
| | | | — | | | | | | — | | |
Exercised during the period
|
| | | | — | | | | | | — | | |
Expired during the period
|
| | | | — | | | | | | — | | |
Outstanding at end of the period
|
| | | | 371 | | | | | | 341 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Long-term loans and borrowings: | | | | | | | | | | | | | |
Bank loan
|
| | | | 3,714,461 | | | | | | 3,831,270 | | |
Non-convertible bonds
|
| | | | 3,963,624 | | | | | | 3,960,056 | | |
Total
|
| | | | 7,678,085 | | | | | | 7,791,326 | | |
Current loans and borrowings: | | | | | | | | | | | | | |
Bank loan – current portion
|
| | | | 468,426 | | | | | | 471,027 | | |
Non-convertible bonds – interest
|
| | | | 11,309 | | | | | | 12,584 | | |
Other loan – principal
|
| | | | 32,279 | | | | | | 1,478 | | |
Other loan – interest
|
| | | | 24 | | | | | | 11 | | |
Total
|
| | | | 512,038 | | | | | | 485,100 | | |
(in thousands of Russian Roubles)
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Non-current trade and other payables | | | | | | | | | | | | | |
Deferred consideration
|
| | | | 108,873 | | | | | | 170,620 | | |
Payables to employees
|
| | | | 9,854 | | | | | | 7,987 | | |
Total | | | | | 118,727 | | | | | | 178,607 | | |
Current trade and other payables | | | | | | | | | | | | | |
VAT and other taxes payable
|
| | | | 636,836 | | | | | | 497,204 | | |
Trade payables
|
| | | | 265,224 | | | | | | 243,426 | | |
Payables to employees
|
| | | | 342,463 | | | | | | 265,176 | | |
Consideration payable (see Note 7)
|
| | | | 622,732 | | | | | | — | | |
Deferred consideration
|
| | | | 66,472 | | | | | | 234,086 | | |
Other payables
|
| | | | 39,375 | | | | | | 33,197 | | |
Total | | | | | 1,973,102 | | | | | | 1,273,089 | | |
| | |
2021
|
| |
2020
|
| ||||||
Balance at January 1
|
| | | | 215,120 | | | | | | 279,249 | | |
Modification of right-of use assets
|
| | | | 1,304 | | | | | | 1,001 | | |
Depreciation charge for the period
|
| | | | (19,588) | | | | | | (18,808) | | |
Translation difference
|
| | | | 26 | | | | | | 279 | | |
Balance at March 31
|
| | | | 196,862 | | | | | | 261,721 | | |
| | |
2021
|
| |
2020
|
| ||||||
Balance at January 1
|
| | | | 241,997 | | | | | | 290,618 | | |
Modification of leases
|
| | | | 1,304 | | | | | | 1,001 | | |
Interest on lease liabilities
|
| | | | 5,714 | | | | | | 7,190 | | |
Payment of interest on lease liabilities
|
| | | | (5,714) | | | | | | (7,190) | | |
Payment of lease liabilities
|
| | | | (19,440) | | | | | | (10,445) | | |
Translation difference
|
| | | | 44 | | | | | | 318 | | |
Balance at March 31
|
| | | | 223,905 | | | | | | 281,492 | | |
including: | | | | | | | | | | | | | |
Current portion
|
| | | | 79,199 | | | | | | 68,105 | | |
Non-current portion
|
| | | | 144,706 | | | | | | 213,387 | | |
| | |
For the three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Interest on lease liabilities
|
| | | | 5,714 | | | | | | 7,190 | | |
Depreciation charge on right-of-use assets
|
| | | | 19,588 | | | | | | 18,808 | | |
Expenses relating to short-term leases
|
| | | | 9,114 | | | | | | 4,295 | | |
Total | | | | | 34,416 | | | | | | 30,293 | | |
| | |
For the three months ended
March 31 |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Total cash outflow for leases
|
| | | | 34,268 | | | | | | 17,635 | | |
| | |
Country of
incorporation |
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Headhunter LLC
|
| | Russia | | | | | 100% | | | | | | 100% | | |
Zarplata.ru LLC
|
| | Russia | | | | | 100% | | | | | | 100% | | |
Skillaz LLC (see Note 7)
|
| | Russia | | | | | 25.01% | | | | | | — | | |
Zemenik LLC
|
| | Russia | | | | | 100% | | | | | | 100% | | |
Headhunter FSU Limited
|
| | Cyprus | | | | | 100% | | | | | | 100% | | |
Headhunter KZ LLC
|
| | Kazakhstan | | | | | 66% | | | | | | 66% | | |
100 Rabot TUT LLC(1)
|
| | Belarus | | | | | 50% | | | | | | 50% | | |
Vsya rabota LLC(1)
|
| | Belarus | | | | | 50% | | | | | | 50% | | |
| | |
For the three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Salary and bonus
|
| | | | 31,008 | | | | | | 13,948 | | |
Management incentive agreement, including related social taxes
|
| | | | 57,129 | | | | | | 44,599 | | |
Pension contributions
|
| | | | 4,567 | | | | | | 2,650 | | |
Other social contributions
|
| | | | 1,900 | | | | | | 961 | | |
Total remuneration
|
| | | | 94,604 | | | | | | 62,158 | | |
| | |
For the three months ended
March 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Cash compensation
|
| | | | 7,735 | | | | | | 6,915 | | |
Equity awards, including social taxes
|
| | | | 6,291 | | | | | | 6,081 | | |
Pension contributions
|
| | | | 1,004 | | | | | | 882 | | |
Other social contributions
|
| | | | 183 | | | | | | 80 | | |
Total remuneration
|
| | | | 15,213 | | | | | | 13,958 | | |
| | |
Interest
income |
| |
Interest
expense |
| |
Services
provided to related parties |
| |
Services
received from related parties |
| |
Amounts
owed by related parties |
| |
Amounts
owed to related parties |
| ||||||||||||||||||
For the three months ended and as at March 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subsidiaries of shareholders exercising significant influence over the Group
|
| | | | — | | | | | | — | | | | | | 1,416 | | | | | | — | | | | | | — | | | | | | 1,567 | | |
Non-controlling shareholders
|
| | | | — | | | | | | 5 | | | | | | — | | | | | | — | | | | | | 3,125 | | | | | | 1,538 | | |
Equity-accounted investee
|
| | | | 474 | | | | | | — | | | | | | 1,950 | | | | | | 33 | | | | | | — | | | | | | — | | |
| | | | | 474 | | | | | | 5 | | | | | | 3,366 | | | | | | 33 | | | | | | 3,125 | | | | | | 3,105 | | |
For the three months ended and as at March 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subsidiaries of shareholders exercising significant influence over the Group
|
| | | | — | | | | | | — | | | | | | 1,254 | | | | | | — | | | | | | — | | | | | | 771 | | |
| | | | | | | | | | | | | | | | | 1,254 | | | | | | — | | | | |
|
—
|
| | | | | 771 | | |
| | |
Page
|
| |||
| | | | ii | | | |
| | | | 1 | | | |
| | | | 2 | | | |
| | | | 3 | | | |
| | | | 5 | | | |
| | | | 6 | | | |
| | | | 7 | | | |
| | | | 8 | | | |
| | | | 30 | | | |
| | | | 43 | | | |
| | | | 44 | | | |
| | | | 46 | | | |
| | | | 48 | | | |
| | | | 49 | | | |
| | | | 51 | | | |
| | | | 52 | | | |
| | | | 53 | | | |
| | | | 54 | | | |
| | | | 55 | | |
(₽ in thousands)
|
| |
Actual as of
March 31, 2020 |
| |||
Cash and cash equivalents
|
| | |
|
₽3,104,338
|
| |
Loans and borrowing, including current portion
|
| | |
|
₽5,237,291
|
| |
Shareholders’ equity: | | | | | | | |
Share capital:
|
| | | | | | |
Ordinary shares
|
| | | | 8,547 | | |
Share premium
|
| | | | 1,896,875 | | |
Foreign currency translation reserve
|
| | | | (82,642) | | |
Retained earnings
|
| | | | 150,640 | | |
Total equity attributable to owners of the Company
|
| | | | 1,973,420 | | |
Non-controlling interest
|
| | | | 17,590 | | |
Total capitalization
|
| | |
|
₽7,228,301
|
| |
| | |
Cyprus Law
|
| |
Delaware Law
|
|
General Meetings
|
| |
We are required to hold an annual general meeting of shareholders each year on such day and at such place as the directors may determine. The directors may, whenever they think fit, decide to convene an extraordinary general meeting.
Extraordinary general meetings may be convened at the request of the shareholders holding, at the date of the deposit of the request, at least 10% of such of the paid up share capital of the company as at the date of the deposit carries the right of voting at general meetings of the company. If the company fails to call a meeting within 21 days from the date of the request, the requestors (or any of them representing more than 50% of the total voting rights of all of them) may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date. If the company fails to hold its annual general meeting, it may be subject to fines and it may be ordered to hold a meeting by the Council of Ministers.
|
| | Annual shareholder meetings are typically held at such time or place as designated in the certificate of incorporation or the bylaws. A special meeting of shareholders may be called by the board of directors or by any other person authorized in the certificate of incorporation or bylaws. The meeting may be held inside or outside Delaware. Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given, which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any. | |
Quorum Requirements for General Meetings
|
| | The Cyprus Companies Law provides that a quorum at a general meeting of shareholders may be fixed by the articles of association, otherwise a quorum consists of three members. Our Articles provide that a quorum required for any general meeting consists of three shareholders, present in person or by proxy. | | | The certificate of incorporation or bylaws may specify the number to constitute a quorum, but in no event shall a quorum consist of less than one third of the shares entitled to vote at the meeting. In the absence of such specification, the majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders. | |
| | |
Cyprus Law
|
| |
Delaware Law
|
|
Removal of Directors
|
| |
Under the Cyprus Companies Law, any director may be removed by an ordinary resolution, provided by a special notice of 28 days prior to the general meeting of the shareholders at which the request was given. The director concerned must receive a copy of the notice of the intended resolution, and that director is entitled to be heard on the resolution at the meeting.
The director concerned may make representations either orally or in writing to the company, not exceeding reasonable length, and require that the shareholders of the company be notified of such representations, either via advance notice or at the shareholders’ meeting, unless a court in Cyprus determines that such rights are being abused to secure needless publicity for a defamatory matter.
Such removal shall be without prejudice to any claim such director may have for damages for breach of any contract of service between him and the company.
|
| | Under the Delaware General Corporation Law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (a) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board is classified, shareholders may affect such removal only for cause, or (b) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part. | |
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Cyprus Law
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Delaware Law
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Directors’ Fiduciary Duties
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Under Cyprus Companies Law, the directors of a company have certain duties towards the company and its shareholders. These duties consist of statutory duties and common law duties.
Statutory duties under the Cyprus Companies Law include, among others, the duty to cause the preparation of the financial accounts in accordance with IAS and the disclosure of directors’ salaries and pensions in the company’s accounts or in a statement annexed thereto.
In general, the directors of a Cyprus company owe a duty to manage the company in accordance with the provisions of applicable law and within the regulations of the memorandum and articles of association of the company, and failure to do so will lead to the directors being liable for breach of their fiduciary duties. In addition, directors must disclose any interests that they may have. They have a statutory duty to avoid any conflict of interest. This duty is imposed on those directors who are either directly or indirectly interested in a contract or proposed contract with the company. Failure to reveal the nature of their interest at a board meeting would result in the imposition of a fine and, potentially, can also cause a relevant resolution to be invalid and make a relevant director liable to the company for breach of duty.
Directors also have a duty to conduct the affairs of the company in a manner that is not oppressive to some part of the members.
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Directors have a duty of care and a duty of loyalty to the corporation and its shareholders. The duty of care requires that a director act in good faith, with the care of a prudent person, and in the best interest of the corporation. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation.
Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits and ensure that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director or officer and not shared by the shareholders generally. Contracts or transactions in which one or more of the corporation’s directors has an interest are allowed assuming (a) the shareholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of the material facts or (b) the contract or transaction must have been “fair” as to the corporation at the time it was approved.
Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction.
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Cyprus Law
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Delaware Law
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| | | In addition, according to common law, directors must act in accordance with their duty of good faith and in the best interests of the company. They must exercise their powers for the particular purposes of which they were conferred and not for an extraneous purpose (for a proper purpose), and must display a reasonable degree of skill that may be expected from a person of his knowledge and experience. | | | | |
Cumulative Voting
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| | The company’s articles of association can contain provisions in relation to cumulative voting. Our Articles do not contain provision on cumulative voting. | | | Cumulative voting is not permitted unless explicitly allowed in the certificate of incorporation. | |
Shareholder Action by Written Consent
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| | According to our Articles, a resolution in writing signed by all the shareholders then entitled to receive notice of, attend and vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the company duly convened and held. | | | Although permitted by Delaware law, publicly listed companies do not typically permit shareholders of a corporation to take action by written consent. | |
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Cyprus Law
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Delaware Law
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Business Combinations
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The Cyprus Companies Law provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholder or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers.
Under Cyprus Companies Law, arrangements and reconstructions, require:
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the approval at a shareholders’ or creditors’ meeting convened by order of the court, representing a majority in value of the creditors or class of creditors or in number of votes of members or class of members, as the case may be, present and voting either in person or by proxy at the meeting; and
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the approval of the court.
The Cyprus Companies Law allows for the merger of public companies as follows: (a) merger by absorption of one or more public companies by another public company; (b) merger of public companies by way of incorporation of a new public company; and (c) fragmentation of public companies meaning (i) fragmentation by way of absorption and (ii) fragmentation by way of incorporation of new companies. These transactions require, inter alia (and subject to requirements of other sections of the Cyprus Companies Law):
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a majority in value of the creditors or class of creditors or in number of votes members or class of members, as the case may be, present and voting either in person or by proxy at the meeting;
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Under the Delaware General Corporation Law, the vote of a majority of the outstanding shares of capital stock entitled to vote thereon generally is necessary to approve a merger or consolidation or the sale of all or substantially all of the assets of a corporation. The Delaware General Corporation Law permits a corporation to include in its certificate of incorporation a provision requiring for any corporate action the vote of a larger portion of the stock or of any class or series of stock than would otherwise be required.
Under the Delaware General Corporation Law, no vote of the shareholders of a surviving corporation to a merger is needed, however, unless required by the certificate of incorporation, if (a) the agreement of merger does not amend in any respect the certificate of incorporation of the surviving corporation, (b) the shares of stock of the surviving corporation are not changed in the merger and (c) the number of shares of common stock of the surviving corporation into which any other shares, securities or obligations to be issued in the merger may be converted does not exceed 20% of the surviving corporation’s common stock outstanding immediately prior to the effective date of the merger. In addition, shareholders may not be entitled to vote in certain mergers with other corporations that own 90% or more of the outstanding shares of each class of stock of such corporation, but the shareholders will be entitled to appraisal rights.
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Cyprus Law
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Delaware Law
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the directors of the companies to enter into and to approve a written reorganization or division plan, as applicable;
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the directors of the companies to prepare a written report explaining the terms of the transaction; and
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the approval of the court.
The Cyprus Companies Law provides for the cross border merger between Cyprus companies and companies registered in another European Union jurisdiction.
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Interested Shareholders
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| | There are no equivalent provisions under the Cyprus Companies Law relating to transactions with interested shareholders. However, such transactions must be in the corporate interest of the company. | | | Section 203 of the Delaware General Corporation Law provides (in general) that a corporation may not engage in a business combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder. The prohibition on business combinations with interested stockholders does not apply in some cases, including if: (a) the board of directors of the corporation, prior to the time of the transaction in which the person became an interested stockholder, approves (i) the business combination or (ii) the transaction in which the stockholder becomes an interested stockholder; (b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or (c) the board of directors and the holders of at least two-thirds of the outstanding voting stock not owned by the interested stockholder approve the business combination on or after the time of the transaction in which the person became an interested stockholder. | |
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Cyprus Law
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Delaware Law
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| | | | | | For the purpose of Section 203, the Delaware General Corporation Law, subject to specified exceptions, generally defines an interested stockholder to include any person who, together with that person’s affiliates or associates, (a) owns 15% or more of the outstanding voting stock of the corporation (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or (b) is an affiliate or associate of the corporation and owned 15% or more of the outstanding voting stock of the corporation at any time within the previous three years. | |
Limitations on Personal Liability of Directors
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| | Under the Cyprus Companies Law, a director who vacates office remains liable, subject to applicable limitation periods, under any provisions of the Cyprus Companies Law that impose liabilities on a director in respect of any acts or omissions or decisions made while that person was a director. | | | Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for (a) any breach of the director’s duty of loyalty to the corporation or its stockholders; (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (c) intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or (d) any transaction from which the director derives an improper personal benefit. | |
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Cyprus Law
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Delaware Law
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Indemnification of Directors and Officers
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| | Under the Cyprus Companies Law, a director shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceeding, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or under a court application under which relief is granted to him by the court. | | | Under Delaware law, subject to specified limitations in the case of derivative suits brought by a corporation’s shareholders in its name, a corporation may indemnify any person who is made a party to any third party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of directors who were not parties to the suit or proceeding (even though less than a quorum), if the person: | |
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acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, in some circumstances, at least not opposed to its best interests; and
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in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
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| | | | | | Delaware law permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper. | |
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Cyprus Law
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Delaware Law
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| | | | | | To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by Delaware law to indemnify such person for reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified. | |
Appraisal Rights
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| | There is no general concept of appraisal rights under the Cyprus Companies Law, although there are instances when a shareholder’s shares may have to be acquired by another shareholder at a price ordered by the court. One such example is where a shareholder complains of oppression. | | | The Delaware General Corporation Law provides for shareholder appraisal rights, or the right to demand payment in cash of the judicially determined fair value of the shareholder’s shares, in connection with certain mergers and consolidations. | |
Shareholder Suits
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| | Under Cyprus law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. Notwithstanding this general position, Cyprus law provides that a court may, in a limited set of circumstances, allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company). | | | Under the Delaware General Corporation Law, a shareholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself and other similarly situated shareholders where the requirements for maintaining a class action under Delaware law have been met. A person may institute and maintain such a suit only if that person was a shareholder at the time of the transaction that is the subject of the suit. In addition, under Delaware case law, the plaintiff normally must be a shareholder at the time of the transaction that is the subject of the suit and throughout the duration of the derivative suit. Delaware law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff in court, unless such a demand would be futile. | |
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Cyprus Law
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Delaware Law
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Inspection of Books and Records
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| | A shareholder and any holder of debentures of a company are entitled to be furnished on demand, without charge, with a copy of the last balance sheet of the company, including every document required by law to be annexed thereto, together with a copy of the auditors’ report on the balance sheet. | | | Under the Delaware General Corporation Law, any shareholder may inspect, for any proper purpose, certain of the corporation’s books and records during the corporation’s usual hours of business. | |
Amendment of Governing Documents
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Under the Cyprus Companies Law, a company may alter the objects contained in its memorandum by a special resolution of the shareholders of the company (approved by 75% of those present and voting) and the alteration shall not take effect until, and except in so far as, it is confirmed on petition by a court in Cyprus.
The articles of association of a company may be altered or additions may be made to it by special resolution of the shareholders of the company.
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| | Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. | |
Dividends and Repurchases
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Under Cyprus law, a company is not allowed to make distributions if the distribution would reduce its net assets below the total sum of the issued share capital and the reserves that it must maintain under Cyprus law and its memorandum and articles of association. Dividends may be declared at a general meeting of shareholders, but no dividend may exceed the amount recommended by the directors. In addition, the directors may on their own declare and pay interim dividends.
No distribution of dividends may be made when, on the closing date of the last financial year, the net assets, as set out in the company’s annual accounts are, or following such a distribution would become lower than the amount of the issued share capital and those reserves which may not be distributed under law or the company’s memorandum and articles of association.
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| | Under the Delaware General Corporation Law, a Delaware corporation may pay dividends out of its surplus (the excess of net assets over capital), or in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of the capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). In determining the amount of surplus of a Delaware corporation, the assets of the corporation, including stock of subsidiaries owned by the corporation, must be valued at their fair market value as determined by the board of directors, without regard to their historical book value. Dividends may be paid in the form of shares, property or cash. | |
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Cyprus Law
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Delaware Law
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Interim dividends can only be paid if interim accounts are drawn up showing that funds available for distribution are sufficient, and the amount to be distributed may not exceed the total profits made since the end of the last financial year for which the annual accounts have been drawn up, plus any profits transferred from the last financial year and the withheld funds made of the reserves available for this purpose, minus any losses of the previous financial years and funds which must be put in reserve pursuant to the requirements of the law and the company’s memorandum and articles of association.
In general, a public company may acquire its own shares either directly, through a subsidiary or through a person acting in its name but for the account of the company, provided that the articles of association of the company allow this and as long as the conditions of the Cyprus Companies Law are met. These conditions include, inter alia, the following:
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shareholder approval via special resolution (valid for 12 months from such resolution);
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the total nominal value of shares acquired by the company, including shares previously acquired and held by the company, may not exceed 10% of the company’s issued capital;
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the company must pay for shares repurchased out of the realized and non-distributable profits; and
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such repurchases may not have the effect of reducing the company’s net assets below the amount of the company’s issued capital plus those reserves which may not be distributed under the law or our Articles. The company may only acquire shares that have been fully paid up.
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Cyprus Law
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Delaware Law
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| | | It is noted that the relevant provisions regarding the buyback of shares under Cyprus Companies Law are vague and unclear in some respects, and their practical implication is unclear and could prevent a buyback. As the Cyprus Companies Law is drafted, these relevant provisions only apply to shares and do not clearly apply to ADSs and, therefore, there is a strong argument that the company cannot buy back the ADSs. | | | | |
Pre-emption Rights
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Under the Cyprus Companies Law, each existing shareholder has a right of pre-emption entitling them to the right to subscribe for their pro-rata shares of any new share issuance made by the company for a cash consideration.
If all the shareholders do not fully exercise all their pre-emption rights, the board of directors may decide to offer and sell the remaining shares to third parties on terms not more favorable than those indicated in the notice.
Shareholders’ pre-emption rights may be waived by a resolution adopted by a specified majority. The decision is passed by a majority of two-thirds of the votes corresponding either to the represented securities or to the represented issued share capital. When at least half of the issued share capital is represented a simple majority will suffice. In connection with such waiver, the board of directors must present a written report indicating the reasons why the right of pre-emption should be waived and justifying the proposed issue price. Our shareholders have authorized the disapplication of the right of pre-emption set out above for a period of five years from the date of the completion of the IPO in connection with the issue of all newly issued ordinary shares, including, to the extent relevant, any ordinary shares issued in the form of ADSs and only relates to shares issued for cash consideration.
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| | Under the Delaware General Corporation Law, shareholders have no pre-emptive rights to subscribe for additional issues of stock or to any security convertible into such stock unless, and to the extent that, such rights are expressly provided for in the certificate of incorporation. | |
| Persons to whom ADSs are issued, and persons withdrawing ordinary shares or whose ADS are cancelled or reduced for any other reason must pay: | | | For: | |
| U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) issued, delivered, reduced, cancelled or surrendered, or upon which a share distribution or elective distribution is made or offered | | |
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Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property and issuances pursuant to a stock dividend, stock split, merger, exchange of securities, or any other transaction or event affecting the ADSs or the deposited securities
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Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
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| Persons depositing or withdrawing ordinary shares or surrendering ADSs, and/or to whom ADSs are issued; or ADS holders and beneficial owners must pay: | | | For: | |
| U.S.$0.05 (or less) per ADS | | |
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Any cash distribution made, or any elective cash/share dividend offered, to ADS holders
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| A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs | | |
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Distribution of securities distributed to holders of deposited securities, where such securities (or net cash proceeds from the sale of such securities in connection with a distribution) are distributed by the depositary to ADS holders
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| U.S.$0.05 (or less) per ADSs per calendar year (or portion thereof), which fee may be charged on a periodic basis during each calendar year and shall be assessed against ADR holders as of the record date or record dates set by the depositary during each calendar year and shall be payable at the sole discretion of the depositary by billing such ADR holders or by deducting such charge from one or more cash dividends or other cash distributions) | | |
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Depositary services
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| Registration or transfer fees | | |
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Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares
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| Expenses of the depositary | | |
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SWIFT, cable, telex, facsimile transmission and delivery charges incurred at the request of persons depositing, or ADR holders delivering shares, ADRs or deposited securities
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converting foreign currency to U.S. dollars
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| Stock transfer or other taxes and other governmental charges | | |
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As necessary
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| Any fees, charges and expenses incurred by the depositary or its agents (including, without limitation, expenses incurred in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) or in connection with the servicing of deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against ADR holders as of the record date or dates set by the depositary and shall be payable in the same manner as described above with respect to fees for depositary services) | | |
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As necessary
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| If we: | | | Then the depositary may in its discretion, and shall if reasonably requested by us, take any of the following actions: | |
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Change the par value of our ordinary shares
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Reclassify, split up, consolidate or cancel any of the deposited securities
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Distribute securities or other property that is not distributed to you
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Recapitalize, reorganize, merge, liquidate, become subject to a receivership, become bankrupt, or sell all or substantially all of our assets
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The depositary may distribute some or all of the cash, ordinary shares or other securities or property it received, or it may sell any securities or property received and distribute the proceeds as cash. It may also amend the form of ADR, deliver additional or amended ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
The depositary may also choose not to do any of the above, in which case the cash, ordinary shares or other securities received by the depositary will become deposited securities and each ADS will automatically represent its equal share of the new deposited securities.
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Expenses
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Amount
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U.S. Securities and Exchange Commission registration fee
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| | | $ | 106,557.69 | | |
Printing and engraving expenses
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| | | | * | | |
Legal fees and expenses
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| | | | * | | |
Accounting fees and expenses
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| | | | * | | |
Miscellaneous costs
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| | | | * | | |
Total
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| | | $ | 106,557.69 | | |
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