RCS - Roemer Capital - INVITATION TO TENDER

HeadhunterAnnouncement

09/05/2024 11:00

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RNS Number : 7974N  Roemer Capital (Europe) Limited  09 May 2024

 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 /

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
 (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
 (https://roemercapital.com/files/disclosures/Invitation%20to%20Voluntary%20Tender.pdf)

 Tender Instruction: Link
 (https://roemercapital.com/files/disclosures/Template%20Tender%20Instruction.docx)

 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.

 THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD
 OR SHOULD NOT TENDER ELIGIBLE ADSs PURSUANT TO THE TENDER DOCUMENTS. ALL
 ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

 THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED
 INTO IN ACCORDANCE WITH THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY
 REASON.

 NEITHER THIS ANNOUNCEMENT NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES
 AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE ADSs (AND TENDERS
 OF ADSs FOR PURCHASE PURSUANT TO THE INVITATION TO TENDER WILL NOT BE ACCEPTED
 FROM ELIGIBLE SELLERS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
 SOLICITATION IS UNLAWFUL.

 FOR FURTHER INFORMATION

 Roemer Capital (Europe) Limited

Georgiou Karaiskaki, 17

LIMASSOL BUSINESS CENTRE, Floor 4, Office 4

3032 Limassol

Cyprus

 http://roemercapital.com/news/headhunter
 (http://roemercapital.com/news/headhunter)

 tender3@roemercapital.com (mailto:tender3@roemercapital.com)

Dissemination of a Corporate News, transmitted by EQS News - a service of EQS
 Group AG.

The issuer is solely responsible for the content of this announcement.

The EQS Distribution Services include Regulatory Announcements,
 Financial/Corporate News and Press Releases.
 Archive at www.eqs-news.com

 Language:  English
 Company:   Roemer Capital (Europe) Limited
            Georgiou Karaiskaki 17 Limassol Business Centre
            3032 Limassol
            Cyprus
 Internet:  https://roemercapital.com/

 

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