NEW
YORK, July 9, 2024
/PRNewswire/ -- Burford Capital Limited ("Burford"), the leading
global finance and asset management firm focused on law, is pleased
to announce that, on July 1, 2024,
the audit committee (the "Audit Committee") of Burford's board of
directors (the "Board") has approved, and the Board has ratified,
the appointment of KPMG LLP ("KPMG") as Burford's independent
registered public accounting firm. KPMG will review Burford's
consolidated financial statements for the three and nine months
ending September 30, 2024 and will
audit Burford's consolidated financial statements for the fiscal
year ending December 31, 2024.
KPMG replaces Ernst & Young LLP ("E&Y"), which has
served as Burford's independent auditor since 2010. While Burford
is not subject to traditional UK mandatory auditor rotation every
ten years, Burford is nevertheless conscious of shareholder
feedback about best practices in the UK market and, while it would
have been disruptive to have rotated auditors during the transition
to US GAAP and the addition of our New York Stock Exchange listing,
with those items behind us now is an appropriate moment to abide by
those best practices and move to another Big Four accounting
firm.
KPMG's appointment is subject to the ratification of Burford's
shareholders at an extraordinary general meeting (the "2024 EGM")
to be held in due course.
Dismissal of Previous Independent Registered Public
Accounting Firm
On July 1, 2024, the Audit
Committee has also approved, and the Board has ratified, the
dismissal of E&Y as Burford's independent registered
public accounting firm, effective immediately following the
issuance of Burford's consolidated financial statements for the
three and six months ended June 30,
2024.
The reports of E&Y on Burford's consolidated financial
statements for the fiscal years ended December 31, 2023 and 2022 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles. In connection with the audits of Burford's consolidated
financial statements for each of the fiscal years ended
December 31, 2023 and 2022 and during
the period from the end of the most recently completed fiscal year
ended December 31, 2023 through
July 1, 2024 (the "Interim Period"),
there were no "disagreements" (as defined in Item
304(a)(1)(iv) of Regulation S-K) with E&Y on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure which "disagreements", if not
resolved to the satisfaction of E&Y, would have caused E&Y
to make reference to the subject matter of the "disagreements" in
connection with their report for such years. There were no
"reportable events" (as described in Item 304(a)(1)(v)
of Regulation S-K) during the two fiscal years ended
December 31, 2023 and 2022 or the
Interim Period, except for certain identified material weaknesses
in Burford's internal controls relating to:
- a lack of available evidence to demonstrate the precision of
management's review of certain assumptions used in the measurement
of the fair value of capital provision assets as disclosed in
Burford's annual report on Form 20-F for the year ended
December 31, 2023 filed with the US
Securities and Exchange Commission (the "SEC") on March 28, 2024, which Burford is in the process
of remediating as of the date of this announcement; and
- the determination of Burford's approach to measure the fair
value of capital provision assets in accordance with Accounting
Standards Codification Topic 820—Fair Value Measurement, as
disclosed in Burford's annual report on Form 20-F for the year
ended December 31, 2022 filed with
the SEC on May 16, 2023, which was
remediated at December 31, 2023.
The Audit Committee discussed the "reportable events" with
E&Y, and Burford has authorized E&Y to respond fully to the
inquiries of KPMG, as successor auditor, concerning the subject
matter of such "reportable events".
Pursuant to Item 304(a)(3) of Regulation S-K, Burford
provided E&Y with a copy of the disclosures in this
announcement prior to furnishing this announcement under the cover
of Form 6-K to the SEC, and E&Y has furnished a letter
addressed to the SEC stating that E&Y agrees with the
statements set forth in this paragraph and the two immediately
preceding paragraphs above. A copy of E&Y's letter, dated
July 9, 2024, has been furnished as
Exhibit 99.1 to the Form 6-K.
Appointment of New Independent Registered Public Accounting
Firm
On and effective as of July 1,
2024, KPMG was appointed as Burford's independent registered
public accounting firm for the three and nine months ending
September 30, 2024 and for the fiscal
year ending December 31, 2024. The
Audit Committee approved, and the Board ratified, the appointment
of KPMG, subject to the shareholder approval at the 2024
EGM.
During Burford's two most recent fiscal years ended
December 31, 2023 and 2022 and the
Interim Period, neither Burford nor anyone acting on its behalf has
consulted KPMG regarding either (i) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on
Burford's consolidated financial statements, and neither a written
report nor oral advice was provided to Burford
that KPMG concluded was an important factor considered by
Burford in reaching a decision as to any accounting, auditing or
financial reporting issue or (ii) any matter that was either the
subject of a "disagreement" (as defined in Item 304(a)(1)(iv)
of Regulation S-K) or a "reportable event" (as described
in Item 304(a)(1)(v) of Regulation S-K).
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 SEC, 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 SEC on March
28, 2024 and other reports or documents that Burford files
with, or furnishes to, the SEC 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.
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SOURCE Burford Capital