UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

March 12, 2013

 

YANDEX N.V.

 

Laan Copes van Cattenburch 52

The Hague, the Netherlands, 2585 GB. Tel: +31-70-3454700

(Address, Including ZIP Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

 

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 o

 

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): o

 

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): o

 

 

 



 

Filed as Exhibit 99.1 to this Report on Form 6-K is a press release of Yandex N.V. dated March 12, 2013, announcing the pricing of the secondary offering of Class A shares by selling shareholders.

 

This Report on Form 6-K, and the exhibits hereto, are hereby incorporated by reference into the Registration Statement on Form F-3 (Registration Number 333-187184) filed with the Securities and Exchange Commission on March 11, 2013.

 

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SIGNATURES

 

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

 

 

 

YANDEX N.V.

 

 

 

 

Date: March 12, 2013

By:

/S/

ALEXANDER SHULGIN

 

 

 

Alexander Shulgin

 

 

 

Chief Financial Officer

 

 

 

 

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INDEX TO EXHIBITS

 

Number

 

Description

99.1

 

Press release of Yandex N.V. dated March 12, 2013, announcing the pricing of the secondary offering of Class A shares by selling shareholders

 

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Exhibit 99.1

 

 

Yandex Announces Pricing of Secondary Offering of Class A Shares By Selling Shareholders

 

Moscow and The Hague, March 12, 2013. Yandex N.V. (NASDAQ:YNDX), one of Europe’s largest internet companies, today announced the pricing of an underwritten public offering by selling shareholders of an aggregate of 24,253,987 Class A shares at a price to the public of $22.75 per share.  The Class A shares are being sold by BC&B Holdings B.V., Belka Holdings Limited, Ilya Segalovich and Emerald Trust. The selling shareholders have also granted the underwriters of the offering an option for 30 days to purchase up to an additional 2,425,399 Class A shares at the public offering press less underwriting discount. No shares are being sold by Yandex, and Yandex will not receive any proceeds from the offering.  The offering is expected to close on March 18, 2013.

 

Morgan Stanley & Co. International plc, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. have acted as joint bookrunners for the offering. Morgan Stanley is acting as stabilization manager for the offering.

 

An automatic shelf registration statement relating to the Class A shares of Yandex to be sold in the offering was filed on March 11, 2013 with the Securities and Exchange Commission (SEC) and became effective upon filing. The offering of the Class A shares is being made only by means of a prospectus and prospectus supplement. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the prospectus and prospectus supplement may be obtained from the offices of Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, by telephone at: (866) 718-1649 or by emailing prospectus@morganstanley.com; from Deutsche Bank Securities Inc., Attn: Prospectus Department, 60 Wall Street, New York, NY 10005-2836, by telephone at: (800) 503-4611 or by emailing prospectus.CPDG@db.com; or from Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at: (866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com.

 

This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

This announcement is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and does not constitute an advertisement or offering to non-qualified investors of any securities in Russia. The securities have not been and will not be registered in Russia or admitted to public placement and/or public circulation in Russia. The preliminary prospectus supplement cannot be provided to any person in the Russian Federation who is not a “qualified investor”. The securities are not intended for “placement” or “circulation” in Russia except as permitted by Russian law.

 

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Forward-Looking Statements

 

Statements in this release that are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995.  By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risk and uncertainties include, but are not limited to, the consummation of the offering by the selling shareholders. Forward-looking statements reflect management’s analysis as of the date of this press release.  Important factors that could cause actual results to differ materially from our expectations are more fully described in our filings with the SEC.  Except as required by applicable law, we do not undertake to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise.

 

About Yandex

 

Yandex is one of Europe’s largest internet companies, operating Russia’s most popular search engine and most visited website. Yandex’s mission is to help users solve their everyday problems by building people-centric products and services. Based on innovative technologies, the company provides the most relevant, locally tailored experience on all digital platforms and devices. Yandex also operates in Turkey, Ukraine, Belarus and Kazakhstan. More information on Yandex can be found at http://company.yandex.com.

 

CONTACT:

Investor Relations:

Greg Abovsky, Katya Zhukova

Phone: +7 495 974-35-38

E-mail: askIR@yandex-team.ru

Media Relations:

Ochir Mandzhikov, Dina Litvinova

Phone: +7 495 739-70-00

E-mail: pr@yandex-team.ru