April 3, 2024
Notification Of Transactions
By Persons Discharging Managerial
Responsibilities
Burford management increase
holdings to 10.6%
Burford Capital Limited ("Burford"),
the leading global finance and asset management firm focused on
law, provides the following notification of various transactions by
persons discharging managerial responsibilities (each, a "PDMR"),
as well as an update on the aggregate actual and potential
ownership of members of Burford's management committee of Burford's
ordinary shares of nil par value ("Shares").
Christopher Bogart, Burford's Chief Executive Officer,
commented:
"Jon Molot and I have together
invested $23.6 million in Burford's shares in the last five years
between cash purchases and deferrals of cash
compensation.1
Taken together, our total actual and potential
ownership of Burford's shares represents approximately 9.87% of
Burford's shares. When the interests of the other members of our
management committee are added, Burford's management committee
collectively has actual and potential ownership of approximately
10.62% of Burford's shares, showing our strong alignment with
shareholders."
Update on Burford's
Management Committee's Aggregate Actual and Potential Ownership of
Shares
The table below sets forth the
aggregate actual and potential ownership of members of Burford's
management committee of Shares (after giving effect to the
transactions described below).
Management committee member / PDMR
|
Owned
Shares
|
Unvested restricted stock
units ("RSUs")
|
Shares under the Burford
Capital deferred compensation plan (deferred cash
compensation)2
|
Shares under the Burford
Capital deferred compensation plan (deferred
RSUs)
|
Total3
|
Total as % of Shares issued
and outstanding5
|
Craig Arnott
|
240,122
|
84,304
|
-
|
-
|
324,426
|
0.15
|
Christopher
Bogart4
|
9,207,115
|
566,652
|
411,182
|
225,610
|
10,410,559
|
4.76
|
Mark Klein
|
64,041
|
84,304
|
6,305
|
-
|
154,650
|
0.07
|
Jordan Licht
|
-
|
160,634
|
-
|
-
|
160,634
|
0.07
|
Jonathan
Molot4
|
9,811,515
|
566,652
|
569,507
|
225,610
|
11,173,284
|
5.11
|
Elizabeth O'Connell
|
130,892
|
84,304
|
-
|
42,112
|
257,308
|
0.12
|
David Perla
|
72,207
|
84,304
|
27,975
|
103,414
|
287,900
|
0.13
|
Aviva Will
|
297,927
|
84,304
|
27,217
|
46,796
|
456,244
|
0.21
|
Total management committee
|
19,823,819
|
1,715,478
|
1,042,186
|
643,542
|
23,225,005
|
10.62
|
Vesting of Restricted Stock
Units
The table below sets forth the
number of RSUs granted to members of Burford's management committee
under the Burford Capital 2016 Long Term Incentive Plan (the
"LTIP") that vested on March 31, 2024 following the satisfaction of
the service-based and performance-based conditions and the net
number of Shares delivered to the respective PDMR after giving
effect to any tax withholding. In addition, certain PDMRs elected
to defer under the Burford Capital deferred compensation plan the
receipt of their Shares that vested on March 31, 2024 and, as a
result, no Shares were delivered to such PDMRs at this time. Mr.
Bogart, Mr. Molot and Ms. O'Connell elected to pay in cash the
applicable tax withholding (approximately $84k, $84k and $15k
respectively), resulting in the deferral of the full number of
their respective Shares under the Burford Capital deferred
compensation plan. Thus, the table below also sets forth the number
of Shares deferred by certain PDMRs under the Burford Capital
deferred compensation plan.
Management committee member / PDMR
|
Number of RSUs vested on
March 31, 2024 under the LTIP
|
Net number of Shares
delivered to the PDMR (after giving effect to any tax
withholding)
|
Number of Shares deferred
under the Burford Capital deferred compensation
plan
|
Craig Arnott
|
75,496
|
75,496
|
-
|
Christopher Bogart
|
225,610
|
-
|
225,610
|
Mark Klein
|
35,138
|
19,328
|
-
|
Jordan Licht
|
-
|
-
|
-
|
Jonathan Molot
|
225,610
|
-
|
225,610
|
Elizabeth O'Connell
|
42,112
|
-
|
42,112
|
David Perla
|
105,903
|
-
|
103,414
|
Aviva Will
|
47,923
|
-
|
46,796
|
Additional information with respect
to the Burford Capital deferred compensation plan can be found 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. In essence, Burford's employees are able to elect
to defer cash and other compensation, without incurring current
income taxes, into the Burford Capital deferred compensation plan,
which in turn permits such deferred compensation to be allocated to
the Shares (or any other investment option). This is a
tax-efficient way for Burford's employees to continue to accumulate
interests in the Shares.
The Notification of Dealing Forms
for each of the transactions set forth above are included at the
end of this announcement.
1 Investments during the
period from April 3, 2019 to April 3, 2024 include (i) acquisitions
of ordinary shares on the open market, valued at cost of
acquisition and Bank of England exchange rate on the date of
acquisition for acquisitions and made in pounds sterling, and (ii)
deferrals of cash compensation under the Burford Capital deferred
compensation plan, valued at the closing price of the Shares on the
effective day of election into the Shares.
|
|
2 Includes 33% matching contribution by Burford, which carries a
two-year vesting requirement.
|
|
3 The "Total" figures in the table above present total potential
ownership of Shares but do not present beneficial ownership as
calculated in accordance with the rules of the US Securities and
Exchange Commission.
|
|
4 Includes Shares held by Messrs. Bogart and Molot's US
charitable foundations. As of April 2, 2024, Mr. Bogart's
foundation held 213,950 Shares and Mr. Molot's foundation held
227,195 Shares.
|
|
5 Percentage figures
calculated using 218,646,081 Shares issued and outstanding as of
April 2, 2024.
|
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
|
|
|
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
|
Craig Arnott
|
2
|
Reason for the notification
|
|
|
(a)
Position/status
|
A PDMR occupying the position of
Deputy 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
|
Vesting of share award under the
Burford Capital 2016 Long Term Incentive Plan
|
|
(c) Price(s)and
volume(s)
|
|
|
$ 15.97
|
75,496 (total vesting)
|
|
|
|
(d) Aggregated
information
· Aggregated volume
· Price
|
N/A
|
|
(e) Date of the
transaction
|
2024-03-31
|
|
(f) Place of the
transaction
|
Outside a trading venue
|
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
|
Crediting of Ordinary Shares that
have vested but not been delivered under the Burford Capital 2016
Long Term Incentive Plan into Mr. Bogart's restricted stock unit
account pursuant to Burford's deferred compensation plan
|
|
(c) Price(s)and
volume(s)
|
|
|
$ 15.97
|
225,610
|
|
|
|
(d) Aggregated
information
· Aggregated volume
· Price
|
N/A
|
|
(e) Date of the
transaction
|
2024-03-31
|
|
(f) Place of the
transaction
|
Outside a trading venue
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
(a)
Name
|
Mark Klein
|
2
|
Reason for the notification
|
|
|
(a)
Position/status
|
A PDMR occupying the position of
General Counsel and Chief Administrative 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
|
Vesting of share award under the
Burford Capital 2016 Long Term Incentive Plan. After the
settlement of tax, the individual described above received net
19,328 shares.
|
|
(c) Price(s)and
volume(s)
|
|
|
i. $
15.97
ii. $ 15.97
|
35,138 (total vesting)
19,328 (total net shares)
|
|
|
|
(d) Aggregated
information
· Aggregated volume
· Price
|
N/A
|
|
(e) Date of the
transaction
|
2024-03-31
|
|
(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
|
Crediting of Ordinary Shares that
have vested but not been delivered under the Burford Capital 2016
Long Term Incentive Plan into Mr. Molot's restricted stock unit
account pursuant to Burford's deferred compensation plan
|
|
(c) Price(s)and
volume(s)
|
|
|
$ 15.97
|
225,610
|
|
|
|
(d) Aggregated
information
· Aggregated volume
· Price
|
N/A
|
|
(e) Date of the
transaction
|
2024-03-31
|
|
(f) Place of the
transaction
|
Outside a trading venue
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
(a)
Name
|
Elizabeth O'Connell
|
2
|
Reason for the notification
|
|
|
(a)
Position/status
|
A PDMR occupying the position
of Chief Strategy 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
|
Crediting of Ordinary Shares that
have vested but not been delivered under the Burford Capital 2016
Long Term Incentive Plan into Ms. O'Connell's restricted stock unit
account pursuant to Burford's deferred compensation plan
|
|
(c) Price(s)and
volume(s)
|
|
|
$ 15.97
|
42,112
|
|
|
|
(d) Aggregated
information
· Aggregated volume
· Price
|
N/A
|
|
(e) Date of the
transaction
|
2024-03-31
|
|
(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
|
Crediting of Ordinary Shares that
have vested but not been delivered under the Burford Capital 2016
Long Term Incentive Plan into Mr. Perla's restricted stock unit
account pursuant to Burford's deferred compensation plan
|
|
(c) Price(s)and
volume(s)
|
|
|
$ 15.97
|
103,414
|
|
|
|
(d) Aggregated
information
· Aggregated volume
· Price
|
N/A
|
|
(e) Date of the
transaction
|
2024-03-31
|
|
(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
|
Crediting of Ordinary Shares that
have vested but not been delivered under the Burford Capital 2016
Long Term Incentive Plan into Ms. Will's restricted stock unit
account pursuant to Burford's deferred compensation plan
|
|
(c) Price(s)and
volume(s)
|
|
|
$ 15.97
|
46,796
|
|
|
|
(d) Aggregated
information
· Aggregated volume
· Price
|
N/A
|
|
(e) Date of the
transaction
|
2024-03-31
|
|
(f) Place of the
transaction
|
Outside a trading venue
|