0001104659-22-032961.txt : 20220311 0001104659-22-032961.hdr.sgml : 20220311 20220311170948 ACCESSION NUMBER: 0001104659-22-032961 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20220311 FILED AS OF DATE: 20220311 DATE AS OF CHANGE: 20220311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cian PLC CENTRAL INDEX KEY: 0001867752 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: G4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40986 FILM NUMBER: 22734003 BUSINESS ADDRESS: STREET 1: 64 AGIOU GEORGIOU MAKRI STREET 2: ANNA MARIA LENA COURT, FLAT: 201 CITY: LARNACA STATE: G4 ZIP: 6037 BUSINESS PHONE: 35722418200 MAIL ADDRESS: STREET 1: 64 AGIOU GEORGIOU MAKRI STREET 2: ANNA MARIA LENA COURT, FLAT: 201 CITY: LARNACA STATE: G4 ZIP: 6037 FORMER COMPANY: FORMER CONFORMED NAME: Solaredge Holdings Ltd DATE OF NAME CHANGE: 20210615 6-K 1 tm229073d1_6k.htm FORM 6-K

 

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2022

 

Commission File Number: 001-40986

 

 

 

Cian PLC

(Translation of registrant’s name into English)

 

 

 

64 Agiou Georgiou Makri

Anna Maria Lena Court, Flat 201

Larnaca, 6037

Cyprus

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x            Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

   

 

 

  

On March 11, 2022, Cian PLC issued a press release providing an update regarding changes to its board of directors and committees, a copy of which is furnished herewith as Exhibit 99.1 to this Report on Form 6-K.

  

Exhibit

No.

  Description
   
99.1   “Cian announces changes to its board of directors and committees” press release of Cian PLC, dated March 11, 2022

 

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Cian PLC
     
Date: March 11, 2022 By:  /s/ Maksim Melnikov
    Maksim Melnikov
    Chief Executive Officer

  

 

 

 

 

EX-99.1 2 tm229073d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

CIAN ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS AND COMMITTEES

 

LARNACA, Cyprus, March 11, 2022--(BUSINESS WIRE)-- Cian PLC (NYSE: CIAN, MOEX: CIAN) (“Cian” or the “Company”), a leading online real estate classifieds platform in Russia, today announced that Ms. Cloe Harford has tendered her resignation as a member of the board of directors of the Company (the “Board”), effective as of 4:02 p.m. Eastern time on March 8, 2022 (the “Effective Time”). Ms. Harford informed the Company that she has resigned as a result of recent geopolitical developments. Ms. Harford served as a member of each of the Audit Committee of the Board (the “Audit Committee”), the Compensation, Governance and Nominating Committee of the Board (the “Compensation, Governance and Nominating Committee”) and the Strategy Committee of the Board (the “Strategy Committee”).

 

On March 10, 2022, upon recommendation of the Compensation, Governance and Nominating Committee, the Board appointed Gilles Blanchard to the Audit Committee, with effect immediately following the Effective Time. The Board has determined that, after due consideration of all relevant factors, Mr. Blanchard qualifies as independent under the rules of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (“NYSE”). The Board has also determined that, based on his education and experience, Mr. Blanchard is financially literate in accordance with the requirements of the NYSE. Following Mr. Blanchard’s appointment, the Audit Committee consists of Douglas Gardner, Simon Baker and Gilles Blanchard, with Mr. Gardner serving as Chairperson.

 

On March 10, 2022, upon recommendation of the Compensation, Governance and Nominating Committee, the Board appointed Maksim Melnikov to the Compensation, Governance and Nominating Committee, with effect immediately following the Effective Time. Following Mr. Melnikov’s appointmeent, the Compensation, Governance and Nominating consists of Gilles Blanchard, Dmitry Antipov and Maksim Melnikov, with Mr. Blanchard serving as Chairperson.

 

Further, following the resignation of Ms. Harford, the Strategy Committee consists solely of Simon Baker, who serves as Chairperson.

 

The Company has previously disclosed in its registration statement on Form F-1, declared effective by the SEC on November 4, 2021, that it follows the corporate governance practices of its home country, Cyprus, in lieu of certain of the corporate governance requirements of the NYSE. In addition to the previously disclosed practices, the Company intends to rely on this "foreign private issuer exemption" with respect to: (i) NYSE Rule 303A.01, which requires an issuer to have, among other things, a majority of its board members be independent; (ii) NYSE Rule 303A.4, which requires an issuer to have a nominating/corporate governance committee composed entirely of independent directors; (iii) NYSE Rule 303A.05, which requires an issuer to have a compensation committee comprised entirely of independent directors.

 

About Cian

 

Cian is a leading online real estate classifieds platform in the large, underpenetrated and growing Russian real estate classifieds market, with a strong presence across Russia and leading positions in the country’s key metropolitan areas. The Company ranks among the top ten most popular online real estate classifieds globally in terms of traffic (based on SimilarWeb traffic data for other online real estate classifieds and Google Analytics data for Cian for September 2021). Cian’s networked real estate platform connects millions of real estate buyers and renters to millions of high-quality real estate listings of all types — residential and commercial, primary and secondary, urban and suburban. In the third quarter of 2021, the Company had over 1.9 million listings available through its platform and an average UMV of over 18.7 million. Through its technology-driven platform and deep insights into the Russian real estate market the Company provides an end-to-end experience for its customers and users and helps them address multiple pain points on their journey to a new home or place to work.

 

Source: Cian PLC

 

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding our financial outlook for 2021 and long-term growth strategy, as well as statements that include the words “target,” “believe,” “expect,” “aim,” “intend, intend,” may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: our ability to maintain our leading market positions, particularly in Moscow, St. Petersburg and certain other regions, and our ability to achieve and maintain leading market position in certain other regions; our ability to compete effectively with existing and new industry players in the Russian real estate classifieds market; our heavy dependence on our brands and reputation; any potential failure to adapt to any substantial shift in real estate transactions from, or demand for services in, certain Russian geographic markets; any downturns in the Russian real estate market and general economic conditions in Russia; any effect on our operations due to cancellation of, or any changes to, the Russian mortgage subsidy program or other government support programs; further widespread impacts of the COVID-19 pandemic, or other public health crises, natural disasters or other catastrophic events which may limit our ability to conduct business as normal; our ability to establish and maintain important relationships with our customers and certain other parties; any failure to establish and maintain proper and effective internal control over financial reporting; any failure to remediate existing deficiencies we have identified in our internal controls over financial reporting, including our information technology general controls; any new or existing government regulation in the area of data privacy, data protection or other areas and the other important factors discussed under the caption “Risk Factors” (in particular, “Risks Relating to the Russian Federation” thereunder) in Cian’s prospectus pursuant to Rule 424(b) filed with the U.S. Securities and Exchange Commission (“SEC”) on November 4, 2021, and our other filings with the SEC as such factors may be updated from time to time.

 

Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.

  

Investor contacts:

 

Varvara Kiseleva

Head of Capital Markets and IR

 

ir@cian.ru

 

Media contacts:

 

Olga Podoliaka

 

po@cian.ru

  

 

 

 

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