Burford
management increase holdings to 10.6%
NEW
YORK, April 3, 2024 /PRNewswire/ -- 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.
|
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)
|
Price(s)
|
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)
|
Price(s)
|
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)
|
Price(s)
|
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)
|
Price(s)
|
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)
|
Price(s)
|
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)
|
Price(s)
|
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)
|
Price(s)
|
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
|
View original
content:https://www.prnewswire.com/news-releases/notification-of-transactions-by-persons-discharging-managerial-responsibilities-302107385.html
SOURCE Burford Capital