Burford Capital Ltd 6-K, filed Jun 21, 2024
Burford Capital Ltd (BUR)
About this 6-K
Burford Capital Ltd filed this 6-K on June 21, 2024.
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 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
Commission File Number: 001-39511
BURFORD CAPITAL LIMITED
(Translation of registrant’s name into English)
Oak House
Hirzel Street
St. Peter Port
Guernsey GY1 2NP
(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 ☒ Form 40-F ☐
This report includes materials as an exhibit that have been made available in respect of Burford Capital Limited as of June 21, 2024.
EXHIBIT INDEX
Exhibit |
| Description |
| | |
Exhibit 99.1 | |
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, thereunto duly authorized.
BURFORD CAPITAL LIMITED | ||
By: | /s/ Mark N. Klein | |
Name: Mark N. Klein | ||
Title: General Counsel and Chief Administrative Officer | ||
Date: June 21, 2024
Exhibit 99.1
June 21, 2024
Notification of Transactions by Persons Discharging Managerial Responsibilities
and Issuance of New Shares in Connection with DCP
Burford Capital Limited (“Burford”), the leading global finance and asset management firm focused on law, today announces that, effective June 18, 2024, Chief Executive Officer Christopher Bogart, Chief Investment Officer Jonathan Molot and Co-Chief Operating Officers Aviva Will and David Perla received in aggregate 202,018 Burford’s ordinary shares of nil par value (“Shares”). These distributions of actual Shares were made after each of the executives used his or her respective cash compensation to make the original investment in notional Shares through the Burford Capital Deferred Compensation Plan (the “DCP”) in March or April 2022, as applicable.
The breakdown of these distributions is as follows: 85,310 Shares to Mr Bogart, 82,874 Shares to Mr Molot, 20,552 Shares to Ms Will and 13,282 Shares to Mr Perla. The number of Shares distributed to each executive reflects any Shares that were withheld for tax purposes.
In connection with these distributions pursuant to the DCP to the executives as set forth above, as well as certain other employees that are not persons discharging managerial responsibilities, Burford issued in aggregate 208,691 new Shares on June 18, 2024. Application will be made for these 208,691 new Shares to be admitted to trading on the AIM market of the London Stock Exchange plc. The expected date of admission is June 28, 2024. These 208,691 new Shares will also be listed on the New York Stock Exchange.
Following the issuance of these new Shares, the Company’s issued ordinary share capital is 220,057,785, of which 669,947 Shares are held in treasury and do not have any voting rights. Therefore, the total number of voting rights in the Company, excluding treasury shares, will be 219,387,838 after giving effect to this issuance of new Shares. This figure for the total number of voting rights may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in the Company under the FCA’s Disclosure Guidance and Transparency Rules.
The Notification of Dealing Forms for the transactions set forth above are included at the end of this announcement.
For further information, please contact:
Burford Capital Limited | | |
For investor and analyst inquiries: | | |
Americas: Josh Wood, Head of Investor Relations - email | +1 212 516 5824 | |
EMEA & Asia: Rob Bailhache, Head of EMEA & Asia Investor Relations - email | +44 (0)20 3530 2023 | |
For press inquiries: | | |
David Helfenbein, Vice President, Public Relations - email | +1 (212) 516 5824 | |
| | |
Deutsche Numis - NOMAD and Joint Broker | +44 (0)20 7260 1000 | |
Giles Rolls | | |
Charlie Farquhar | | |
| | |
Jefferies International Limited - Joint Broker | +44 (0)20 7029 8000 | |
Graham Davidson | | |
James Umbers | | |
| | |
Berenberg – Joint Broker | +44 (0)20 3207 7800 | |
Toby Flaux | | |
James Thompson | | |
Yasmina Benchekroun | | |
| | |
About Burford Capital
Burford Capital is the leading global finance and asset management firm focused on law. Its businesses include litigation finance and risk management, asset recovery and a wide range of legal finance and advisory activities. Burford is publicly traded on the New York Stock Exchange (NYSE: BUR) and the London Stock Exchange (LSE: BUR), and it works with companies and law firms around the world from its offices in New York, London, Chicago, Washington, DC, Singapore, Dubai, Sydney and Hong Kong.
For more information, please visit www.burfordcapital.com.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any ordinary shares or other securities of Burford.
This announcement does not constitute an offer of any Burford private fund. Burford Capital Investment Management LLC, which acts as the fund manager of all Burford private funds, is registered as an investment adviser with the US Securities and Exchange Commission. The information provided in this announcement is for informational purposes only. Past performance is not indicative of future results. The information contained in this announcement is not, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities (including, without limitation, interests or shares in any of Burford private funds). Any such offer or solicitation may be made only by means of a final confidential private placement memorandum and other offering documents.
Forward-looking statements
This announcement contains “forward-looking statements” within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, regarding assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as “forward-looking statements”. In some cases, predictive, future-tense or forward-looking words such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”, “plan”, “potential”, “predict”, “projected”, “should” or “will” or the negative of such terms or other comparable terminology are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, Burford and its representatives may from time to time make other oral or written statements that are forward-looking, including in its periodic reports that Burford files with, or furnishes to, the US Securities and Exchange Commission, other information made available to Burford’s security holders and other written materials. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Burford cautions that forward-looking statements are not guarantees of future performance and are based on numerous assumptions, expectations, projections, intentions and beliefs and that Burford’s actual results of operations, including its financial position and liquidity, and the development of the industry in which it operates, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this announcement. Significant factors that may cause actual results to differ from those Burford expects include, among others, those discussed under “Risk Factors” in Burford’s annual report on Form 20-F for the year ended December 31, 2023 filed with the US Securities and Exchange Commission on March 28, 2024 and other reports or documents that Burford files with, or furnishes to, the US Securities and Exchange Commission from time to time. In addition, even if Burford’s
results of operations, including its financial position and liquidity, and the development of the industry in which it operates are consistent with the forward-looking statements contained in this announcement, those results of operations or developments may not be indicative of results of operations or developments in subsequent periods.
Except as required by law, Burford undertakes no obligation to update or revise the forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise.
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) Name | Christopher Bogart | |
2 | Reason for the notification | | |
| (a) Position/status | A PDMR occupying the position of Chief Executive Officer | |
| (b) Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| (a) Name | Burford Capital Limited | |
| (b) LEI | 549300FUKUWFYJMT2277 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| (a) Description of the financial instrument, type of instrument | Ordinary Shares | |
| Identification code | GG00BMGYLN96 | |
| (b) Nature of the transaction | Distribution of fully vested Ordinary Shares pursuant to Burford's deferred compensation plan | |
| (c) Price(s)and volume(s) | Price(s) | Volume(s) |
| | $14.44 | 85,310 |
| | | |
| (d) Aggregated information ● Aggregated volume ● Price | N/A | |
| (e) Date of the transaction | 18 June 2024 | |
| (f) Place of the transaction | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) Name | Jonathan Molot | |
2 | Reason for the notification | | |
| (a) Position/status | A PDMR occupying the position of Chief Investment Officer | |
| (b) Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| (a) Name | Burford Capital Limited | |
| (b) LEI | 549300FUKUWFYJMT2277 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| (a) Description of the financial instrument, type of instrument | Ordinary Shares | |
| Identification code | GG00BMGYLN96 | |
| (b) Nature of the transaction | Distribution of fully vested Ordinary Shares pursuant to Burford's deferred compensation plan | |
| (c) Price(s)and volume(s) | Price(s) | Volume(s) |
| | $14.44 | 82,874 |
| | | |
| (d) Aggregated information ● Aggregated volume ● Price | N/A | |
| (e) Date of the transaction | 18 June 2024 | |
| (f) Place of the transaction | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) Name | Aviva Will | |
2 | Reason for the notification | | |
| (a) Position/status | A PDMR occupying the position of Co-Chief Operating Officer | |
| (b) Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| (a) Name | Burford Capital Limited | |
| (b) LEI | 549300FUKUWFYJMT2277 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| (a) Description of the financial instrument, type of instrument | Ordinary Shares | |
| Identification code | GG00BMGYLN96 | |
| (b) Nature of the transaction | Distribution of fully vested Ordinary Shares pursuant to Burford's deferred compensation plan | |
| (c) Price(s)and volume(s) | Price(s) | Volume(s) |
| | $14.44 | 20,552 |
| | | |
| (d) Aggregated information ● Aggregated volume ● Price | N/A | |
| (e) Date of the transaction | 18 June 2024 | |
| (f) Place of the transaction | Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) Name | David Perla | |
2 | Reason for the notification | | |
| (a) Position/status | A PDMR occupying the position of Co-Chief Operating Officer | |
| (b) Initial notification /Amendment | Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| (a) Name | Burford Capital Limited | |
| (b) LEI | 549300FUKUWFYJMT2277 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| (a) Description of the financial instrument, type of instrument | Ordinary Shares | |
| Identification code | GG00BMGYLN96 | |
| (b) Nature of the transaction | Distribution of fully vested Ordinary Shares pursuant to Burford's deferred compensation plan | |
| (c) Price(s)and volume(s) | Price(s) | Volume(s) |
| | $14.44 | 13,282 |
| | | |
| (d) Aggregated information ● Aggregated volume ● Price | N/A | |
| (e) Date of the transaction | 18 June 2024 | |
| (f) Place of the transaction | Outside a trading venue | |