NEW
YORK, Oct. 17, 2024 /PRNewswire/ -- Burford
Capital Limited ("Burford" or the "Company"), the leading global
finance and asset management firm focused on law, today
announces certain information in connection with its 2025
annual general meeting (the "2025 AGM"). As previously disclosed in
a report on Form 6-K furnished to the US Securities and Exchange
Commission (the "SEC") on August 5,
2024, the Company has determined that, effective as of
January 1, 2025, it will no longer
qualify as a "foreign private issuer", as defined under the US
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and will be considered a US domestic issuer. The Company expects to
hold the 2025 AGM in May 2025. The
2025 AGM will be held at a date, time and location to be specified
in the Company's proxy statement related to the 2025 AGM for which
the Company expects to utilize and rely on the notice-and-access
method of delivering meeting materials, soliciting proxies and
receiving voting instructions from shareholders adopted by the SEC.
Because the 2025 AGM will be the Company's first annual general
meeting as a US domestic issuer, the Company is providing the
following due dates for the submission of qualified shareholder
proposals or qualified shareholder nominations, as applicable, in
this announcement.
Shareholder Proposals Under Rule 14a-8
The
deadline for submitting a shareholder proposal for inclusion in the
Company's proxy materials for the 2025 AGM pursuant to Rule 14a-8
under the Exchange Act ("Rule 14a-8") is December 13, 2024, which the Company
considers a reasonable time before it begins to
print and mail proxy materials. For a shareholder proposal to be
considered in accordance with Rule 14a-8, it must be received by
the secretary of the Company at the Company's registered office at
Oak House, Hirzel Street, St. Peter
Port, Guernsey GY1 2NP by such date and must comply with all other
procedures and requirements set forth in Rule 14a-8.
Director Nominations and Other Shareholder
Proposals
In accordance with the advance notice
requirements set forth in the Company's articles of incorporation
(the "Articles"), for director nominations or other business to be
brought before the 2025 AGM by a shareholder, other than proposals
under Rule 14a-8 described above, written notice to the secretary
of the Company must be received at the Company's registered office
at Oak House, Hirzel Street, St.
Peter Port, Guernsey GY1 2NP between the close of business on
January 15, 2025 and the close of
business on February 14, 2025.
However, if the 2025 AGM is held earlier than April 15, 2025 or later than July 14, 2025, a shareholder's notice must be
received not earlier than the close of business on the
hundred-and-twentieth (120th) day prior to the date of the 2025 AGM
and not later than the close of business on the later of the
ninetieth (90th) day prior to the date of the 2025 AGM or, if the
first public announcement of the date of such annual meeting is
less than one-hundred (100) days prior to the date of the 2025 AGM,
the tenth (10th) day following the day on which public announcement
of the date of the 2025 AGM is first made by the Company.
Furthermore, such shareholder notices must comply with the
additional requirements set forth in the Articles and will not be
effective otherwise.
In addition to satisfying the requirements under the Articles,
to comply with the SEC's universal proxy rules, shareholders who
intend to solicit proxies in support of director nominees other
than the Company's director nominees must provide notice by the
same deadline as disclosed above under the advance notice
requirements of the Articles and must include the information
required by the Articles and Rule 14a-19 under the Exchange
Act.
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 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.
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SOURCE Burford Capital
