United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Schedule 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

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

Pursuant to § 240.13d-2

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 1)*

 

Cian PLC

(Name of Issuer)

 

Ordinary shares, par value $0.0004 per ordinary share

(Title of Class of Securities)

 

83418T108

(CUSIP Number)**

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

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

 

¨    Rule 13d-1(b)

¨    Rule 13d-1(c)

x   Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
**There is no CUSIP number assigned to the issuer’s ordinary shares. This CUSIP number is for the issuer’s American Depositary Shares (“ADSs”), which are quoted on the New York Stock Exchange under the symbol “CIAN.” Each ADS represents one ordinary share.

 

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

 

 

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 1 of 13

 

1

Names of Reporting Persons

 

Elbrus Capital General Partner II Limited

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4 Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0

6

Shared Voting Power

 

27,070,932

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

27,070,932 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,070,932

10

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

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

38.7%

12

Type of Reporting Person

 

OO

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 2 of 13

 

1

Names of Reporting Persons

 

Elbrus Capital Fund II L.P.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4 Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0

6

Shared Voting Power

 

27,070,932

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

27,070,932

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,070,932

10

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

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

38.7%

12

Type of Reporting Person

 

PN

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 3 of 13

 

1

Names of Reporting Persons

 

Elbrus Capital Fund IIB L.P.

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4 Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0

6

Shared Voting Power

 

27,070,932

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

27,070,932

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,070,932

10

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

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

38.7%

12

Type of Reporting Person

 

PN

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 4 of 13

 

1

Names of Reporting Persons

 

Ronder Investments Limited

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4 Citizenship or Place of Organization

British Virgin Islands

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10

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

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

0%

12

Type of Reporting Person

 

OO

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 5 of 13

 

1

Names of Reporting Persons

 

Speedtime Trading Limited

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4 Citizenship or Place of Organization

Cyprus

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0

6

Shared Voting Power

 

0

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

10

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

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

0%

12

Type of Reporting Person

 

OO

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 6 of 13

 

1

Names of Reporting Persons

 

Ronder HK Limited

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4 Citizenship or Place of Organization

Hong Kong

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0

6

Shared Voting Power

 

13,807,496

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

13,807,496

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

13,807,496

10

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

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

19.8%

12

Type of Reporting Person

 

OO

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 7 of 13

 

1

Names of Reporting Persons

 

Speedtime HK Limited

2 Check the Appropriate Box if a Member of a Group (a) ¨
(b) ¨
3

SEC Use Only

 

4 Citizenship or Place of Organization

Hong Kong

Number of Shares
Beneficially Owned
by Each Reporting
Person With		 5

Sole Voting Power

 

0

6

Shared Voting Power

 

13,263,436

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

13,263,436

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

13,263,436

10

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

 

Not Applicable

11

Percent of Class Represented by Amount in Row 9
 

19.0%

12

Type of Reporting Person

 

OO

   

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 8 of 13

 

ITEM 1.(a) Name of Issuer:

 

Cian PLC (the “Issuer”).

 

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

 

64 Agiou Georgiou Makri, Anna Maria Lena Court, Flat 201, Larnaca, 6037, Cyprus.

 

ITEM 2.(a) Name of Person Filing:

 

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

 

Elbrus Capital General Partner II Limited

Elbrus Capital Fund II L.P.

Elbrus Capital Fund IIB L.P.

Ronder Investments Limited

Speedtime Trading Limited

Ronder HK Limited

Speedtime HK Limited

 

(b)Address or Principal Business Office:

 

The business address for each of Elbrus Capital General Partner II Limited, Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. is Amicorp Cayman Fiduciary Limited, 2nd Floor, Regatta Office Park, West Bay Road, P.O. Box 10655, Grand Cayman KY1-1006.

 

The business address for Ronder Investments Limited is Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands.

 

The business address for Speedtime Trading Limited is Axiou, 30, Akropoli, 2013, Nicosia Cyprus.

 

The business address for each of Ronder HK Limited and Speedtime HK Limited is office A, 16/F, Heng Shan Centre 145, Queens Road East, Wan Chai, Hong Kong.

 

(c)Citizenship of each Reporting Person is:

 

Each of Elbrus Capital General Partner II Limited, Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. and is organized under the laws of the Cayman Islands.

 

Ronder Investments Limited is organized under the laws of the British Virgin Islands.

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 9 of 13

 

Speedtime Trading Limited is organized under the laws of Cyprus.

 

Each of Ronder HK Limited and Speedtime HK Limited is organized under the laws of Hong Kong.

 

(d)Title of Class of Securities:

 

Ordinary shares, par value $0.0004 per ordinary share (“Ordinary Shares”).

 

(e)CUSIP Number:

 

83418T108*.

 

ITEM 3.

 

Not applicable.

 

ITEM 4.Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of February 14, 2023, based upon 69,871,511 Ordinary Shares outstanding as of February 14, 2022, as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 2, 2022.

 

Reporting Person  Amount
beneficially
owned:		   Percent
of class:		   Sole
power
to vote or
to direct
the vote:		   Shared power
to vote or to
direct the vote:		   Sole
power to
dispose or
to direct
the
disposition
of:		   Shared
power to
dispose or
to direct
the
disposition
of:		 
Elbrus Capital General Partner II Limited   27,070,932    38.7%   0    27,070,932         0    27,070,932 
Elbrus Capital Fund II L.P.   27,070,932    38.7%   0    27,070,932    0    27,070,932 
Elbrus Capital Fund IIB L.P.   27,070,932    38.7%   0    27,070,932    0    27,070,932 
Ronder Investments Limited   0    0%   0    0    0    0 
Speedtime Trading Limited   0    0%   0    0    0    0 
Ronder HK Limited   13,807,496    19.8%   0    13,807,496    0    13,807,496 
Speedtime HK Limited   13,263,436    19.0%   0    13,263,436    0    13,263,436 

 

 

*There is no CUSIP number assigned to the Issuer’s Ordinary Shares. This CUSIP number is for the Issuer’s American Depositary Shares (“ADSs”), which are quoted on the New York Stock Exchange under the symbol “CIAN.” Each ADS represents one Ordinary Share.

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 10 of 13

 

Ronder HK Limited is the record holder of 13,807,496 Ordinary Shares reported herein and Speedtime HK Limited is the record holder of 13,263,436 Ordinary Shares reported herein.

 

Each of Ronder HK Limited and Speedtime HK Limited is an investment vehicle associated with Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. Elbrus Capital General Partner II Limited is the general partner of Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. As a result, each of Elbrus Capital Fund II L.P., Elbrus Capital Fund IIB L.P. and Elbrus Capital General Partner II Limited may be deemed to share beneficial ownership of the Ordinary Shares owned by Ronder HK Limited and Speedtime HK Limited.

 

Cadian Drummond and Kimbert Solomon are the directors of Elbrus Capital General Partner II Limited. Ms. Drummond and Mr. Solomon disclaim beneficial ownership of the investments held by Elbrus Capital General Partner II Limited. The Senior Partners of Elbrus Capital Fund II L.P. and Elbrus Capital Fund IIB L.P. are Dmitri Krukov, Alexander Savin and Rob Thielen. Each of Mr. Krukov, Mr. Savin and Mr. Thielen disclaims beneficial ownership of the Ordinary Shares except to the extent of any pecuniary interest therein.

 

Following an internal reorganization, all of the 13,807,496 Ordinary Shares previously held by Ronder Investments Limited were transferred to Ronder HK Limited and all of the 13,263,436 Ordinary Shares previously held by Speedtime Trading Limited were transferred to Speedtime HK Limited. As the result of the foregoing, each of Ronder Investments Limited and Speedtime Trading Limited ceased to be the beneficial owner of the securities reported herein.

 

ITEM 5.Ownership of Five Percent or Less of a Class.

 

This statement is being filed to report the fact that as of September 7, 2022, each of Ronder Investments Limited and Speedtime Trading Limited has ceased to be the beneficial owner of more than 5% of the Ordinary Shares. x

 

ITEM 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

ITEM 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

ITEM 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 11 of 13

 

ITEM 9.Notice of Dissolution of Group.

 

Not applicable.

 

ITEM 10.Certification.

 

Not applicable.

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 12 of 13

 

SIGNATURE

 

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

 

Date: February 14, 2023  

 

  Elbrus Capital General Partner II Limited
     
  By: /s/ Cadian Drummond
  Name: Cadian Drummond
  Title: Director
     
  Elbrus Capital Fund II L.P.
     
  By: /s/ Cadian Drummond
  Name: Cadian Drummond
  Title: Director of Elbrus Capital General Partner II Limited
     
  Elbrus Capital Fund IIB L.P.
     
  By: /s/ Cadian Drummond
  Name: Cadian Drummond
  Title: Director of Elbrus Capital General Partner II Limited
     
  Ronder Investments Limited
     
  By: /s/ Yury Titarenko
  Name: Yury Titarenko
  Title: Director of Strongboard Services (Cyprus) Ltd
     
  Speedtime Trading Limited
     
  By: /s/ Yury Titarenko
  Name: Yury Titarenko
  Title: Director of Strongboard Services (Cyprus) Ltd
     
  Ronder HK Limited
     
  By: /s/ Yury Titarenko
  Name: Yury Titarenko
  Title: Director of Strongboard Services (Cyprus) Ltd
     
  Speedtime HK Limited
     
  By: /s/ Yury Titarenko
  Name: Yury Titarenko
  Title: Director of Strongboard Services (Cyprus) Ltd

 

 

 

 

CUSIP No. 83418T108 Schedule 13G Page 13 of 13

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
99   Joint Filing Agreement.

 

 

 

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