EQS-News

ROEMER CAPITAL ANNOUNCES INVITATION TO TENDER TO HOLDERS OF HEADHUNTER GROUP PLC ADSs (ISIN: US42207L1061, Bloomberg: HHR US)

Issuer: Roemer Capital (Europe) Limited / Key word(s): Tender Offer ROEMER CAPITAL ANNOUNCES INVITATION TO TENDER TO HOLDERS OF HEADHUNTER GROUP PLC ADSs (ISIN: US42207L1061, Bloomberg: HHR US) 09.05.2024 / 10:10 CET/CEST The issuer is solely responsible for the content of this announcement. NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, BY, IN, INTO, FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF LAW OR REGULATION

9 May 2024

ROEMER CAPITAL (EUROPE) LIMITED

Announcement of Invitation to Voluntary Tender

to the holders of American Depositary Shares representing ordinary shares of HEADHUNTER GROUP PLC (ISIN: US42207L1061, Bloomberg: HHR US) (“ADSs”)

THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 5 JUNE 2024 (“EXPIRATION TIME”).

Roemer Capital (Europe) Limited (the “Purchaser” or “Roemer Capital”) is inviting certain holders of ADSs to tender for the sale of up to 3,840,000 units of ADSs for cash at a purchase price of USD 31 per 1 Eligible ADS, subject to the terms and conditions set out in the Invitation to Voluntary Tender (the “Memorandum”) and a template tender instruction (the “Tender Instruction”) each available on the designated website http://roemercapital.com/news/headhunter (collectively, the “Tender Documents”).

Roemer Capital is a private company limited by shares, incorporated and registered in the Republic of Cyprus with company number HE 333287, whose registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE, Floor 4, Office 4, 3032 Limassol, Cyprus. Roemer Capital is authorised and regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996, 1306 Nicosia, Cyprus, CIF Licence Number 305/16.

TENDER DOCUMENTS

Memorandum: Link

Tender Instruction: Link

THE INFORMATION CONTAINED HEREIN AND IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS.

THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED ADSs, NOT TO PURCHASE ANY ELIGIBLE ADSs (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) OR TO EXTEND, RE-OPEN, WITHDRAW OR TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS, INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE PURCHASER.