Burford Capital Ltd 6-K, filed Aug 26, 2022
Burford Capital Ltd (BUR)
About this 6-K
Burford Capital Ltd filed this 6-K on August 26, 2022.
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 August 2022
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 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): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
This report includes materials as an exhibit that have been made available in respect of Burford Capital Limited as of August 26, 2022.
EXHIBIT INDEX
| Exhibit | Description | |
| Exhibit 99.1 | Release, dated August 26, 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, thereunto duly authorized.
| BURFORD CAPITAL LIMITED | ||
| By: | /s/ Mark Klein | |
| Name: Mark Klein | ||
| Title: Chief Administrative Officer and General Counsel | ||
Date: August 26, 2022
Exhibit 99.1
26 August 2022
BURFORD CAPITAL LIMITED
Notification of transactions by person discharging managerial responsibilities
Burford Capital Limited (“Burford”), the leading global finance and asset management firm focused on law, provides the following notification of transactions by a person discharging managerial responsibilities (a “PDMR”).
On August 24, 2022, Co-Chief Operating Officer Aviva Will used her cash compensation to purchase 5,357 ordinary shares of nil par value of Burford (“Shares”) through the Burford employee deferred compensation plan.
Further details about the Burford employee deferred compensation plan can be found in Burford’s Annual Report on Form 20-F for the year ended December 31, 2021 filed with the US Securities and Exchange Commission on March 29, 2022. In essence, Burford employees may elect to defer cash compensation, without incurring current taxes, into the Burford employee deferred compensation plan, which in turn permits the full amount of such deferred compensation to be allocated to the Shares (or for other investment options). This is a tax-efficient way for employees to continue to accumulate exposure to the Shares.
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: | |
| Robert Bailhache, Head of Investor Relations, EMEA and Asia - email | +44 (0)20 3530 2023 |
| Jim Ballan, Head of Investor Relations, Americas - email | +1 (646) 793 9176 |
| For press inquiries: | |
| David Helfenbein, Vice President, Public Relations - email | +1 (212) 235 6824 |
| Numis Securities Limited - 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 | |
| Tony White |
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 principal offices in New York, London, Chicago, Washington, DC, Singapore, Sydney and Hong Kong.
For more information, please visit www.burfordcapital.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any ordinary shares or other securities of Burford.
This release does not constitute an offer of any Burford fund. Burford Capital Investment Management LLC, which acts as the fund manager of all Burford funds, is registered as an investment adviser with the US Securities and Exchange Commission. The information provided herein is for informational purposes only. Past performance is not indicative of future results. The information contained herein 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 the 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, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we file with, or furnish to, the US Securities and Exchange Commission (the “SEC”), other information sent to our 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. We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions, expectations, projections, intentions and beliefs and that our actual results of operations, including our financial position and liquidity, and the development of the industry in which we operate 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 we expect include those discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 29, 2022, our interim report on Form 6-K furnished to the SEC on August 9, 2022 and other reports or documents that we file with, or furnish to, the US Securities and Exchange Commission from time to time. In addition, even if our results of operations, including our financial position and liquidity, and the development of the industry in which we operate 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, we undertake 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 | 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 | Allocation of fully vested notional Ordinary Shares equivalent to a deferred amount of cash compensation under Burford's deferred compensation plan | |||
| (c) Price(s) and volume(s) |
Price(s) |
Volume(s) | ||
|
$ 9.56
|
5,357
| |||
|
(d) Aggregated information
· Aggregated volume
· Price |
N/A | |||
| (e) Date of the transaction | 24 August 2022 | |||
| (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 | Notional Ordinary Shares | |||
| Identification code | GG00BMGYLN96 | |||
| (b) Nature of the transaction | Allocation of unvested notional Ordinary Shares pursuant to the provisions of Burford's deferred compensation plan due to vest in 2024 | |||
| (c) Price(s) and volume(s) |
Price(s) |
Volume(s) | ||
|
$ Nil
|
1,785
| |||
|
(d) Aggregated information
· Aggregated volume
· Price |
N/A | |||
| (e) Date of the transaction | 24 August 2022 | |||
| (f) Place of the transaction | Outside a trading venue | |||