REG - Burford Capital Ltd - Additional Definitive Proxy Soliciting Materials

Burford CapitalAnnouncement

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RNS Number : 4361G  Burford Capital Limited  28 April 2025

 

April 28, 2025

 

 

Burford Capital Limited

Additional Definitive Proxy Soliciting Materials

 

The following information is being shared by Burford Capital Limited
("Burford", "we", "us" or "our") with holders of its ordinary shares beginning
on April  28 , 2025 in response to a recommendation by Institutional
Shareholder Services ("ISS") in connection with the proposals included in
Burford's definitive proxy statement (the "2025 Proxy Statement"), which was
filed with the US Securities and Exchange Commission (the "SEC") on April 3,
2025 and is available at

https://www.sec.gov/Archives/edgar/data/1714174/000171417425000070/0001714174-25-000070-index.htm
(https://www.sec.gov/Archives/edgar/data/1714174/000171417425000070/0001714174-25-000070-index.htm)
.

 

ISS has recommended that shareholders vote against the re-election of two
directors, namely Christopher Halmy (the Vice Chair and putative Chair in
2027) and Robert Gillespie. ISS' recommendation is based on a misunderstanding
of facts that have been clearly explained previously to shareholders and also,
in the case of Mr Halmy, a factual error about the date on which he joined
Burford's board of directors (the "Board of Directors").

 

Notably, Glass Lewis does not concur with ISS' recommendation and has
supported both directors' re-election to the Board of Directors.

 

We ask shareholders to disregard ISS' recommendation and re-elect Messrs Halmy
and Gillespie to the Board of Directors.

 

ISS' entire analysis is as follows:

 

The company has had ineffective internal control over financial reporting
since FY2021. This issue poses serious risks to shareholders and indicates
that the audit committee has failed to provide sufficient oversight over the
financial reporting process at the company over the past year. As such,
support is not warranted to Audit Committee members Robert Gillespie and
Christopher (Chris) Halmy.

 

What ISS appears to have done is to conflate two entirely different
matters: (i) the modifications to Burford's valuation approach (which caused
valuations to increase) that were driven by engagement with the SEC as
extensively reported to shareholders and affected Burford's consolidated
financial statements for the years ended December 31, 2020, 2021 and 2022; and
(ii) the current reported material weakness in financial controls relating to
a lack of available evidence to demonstrate the precision of management's
review of the process to determine certain assumptions used in the measurement
of the fair value of capital provision assets, which material weakness did not
result in misstatements to our consolidated financial statements. Those
matters are unrelated to each other and certainly do not provide any
basis-even under ISS' own guidelines-for terminating two valuable and
experienced directors.  (Moreover, Mr Halmy was not even on the Board of
Directors in 2021.) Glass Lewis agrees, having recommended a vote in favor of
re-election of both Messrs Halmy and Gillespie to the Board of Directors.

 

As evident from their bios contained in the 2025 Proxy Statement, both Messrs
Halmy and Gillespie are extremely qualified to serve as members of the Board
of Directors and on the audit committee of the Board of Directors (the "Audit
Committee"), with each having contributed significantly to the success of
Burford. Mr. Gillespie helped to oversee Burford's listing on the New York
Stock Exchange in 2020, with Burford having been the first publicly-traded
legal finance company in the US, and the transition from reporting under the
International Financial Reporting Standards to reporting under generally
accepted accounting principles in the United States, which has been proven
successful with over 80% of trading volume now occurring in the United
States. Together, Messrs Halmy and Gillespie oversaw the engagement with the
SEC that led to the successful modification of Burford's valuation framework
and we believe solidified Burford's position as a leader across the legal
finance industry.  In addition, Messrs Halmy and Gillespie have guided
Burford through the successful transition from "foreign private issuer" to a
US domestic public company with the filing of Burford's first Annual Report on
Form 10-K this March 2025.

 

We also ask shareholders to vote in favor of our executive compensation.

 

While we are addressing ISS' recommendations, we would also note that ISS has
recommended a vote against executive compensation because ISS dislikes the use
of carried interest allocations, just as ISS regularly recommends against
compensation at other alternatives firms including Ares, TPG, Carlyle and
Apollo on the same basis. We think this position is misguided and we
believe-as do the world's largest and most successful alternative
managers-that carried interest allocations align the interests of management
and shareholders, in that management is only paid carried interest allocations
when investments produce profitable cash flow without regard to any fair value
or accounting movements. We encourage shareholders to vote in favor of our
executive compensation, which is consistent with our approach to compensation
for many years, has been fully described to shareholders and is commensurate
with our cash performance.

 

Bios of Messrs Halmy and Gillespie

 

Each of Mr. Gillespie and Mr. Halmy is an independent and qualified member of
the Audit Committee. Mr. Halmy is an independent non-executive director, the
Vice Chair of the Board of Directors, the Chair of the Audit Committee and a
member of the Compensation Committee. He has served as a director on the Board
of Directors since May 2022. Mr. Halmy was most recently a Senior Advisor to
McKinsey & Company from August 2019 to December 2024, focusing
predominantly on auto lending. Prior to McKinsey & Company, Mr. Halmy was
the Chief Financial Officer of Ally Financial Inc. (NYSE: ALLY), where he led
the multinational initial public offering and was responsible for Ally
Financial Inc.'s $25 billion investment portfolio. Before that, Mr. Halmy
worked in various finance, accounting and treasury roles at Bank of America
and JP Morgan. He began his career as a senior accountant at Deloitte. Mr.
Halmy also serves as an independent member of the board of directors, the
chair of the finance and investment committee and a member of the audit
committee of Western Alliance Bancorporation (NYSE: WAL) and as the
independent chair of the board of directors and the chair of the audit
committee of Mercury® Financial LLC. He has previously served as an
independent member of the board of directors of Mosaic Sustainable Finance
Corp., a financing company focusing on residential solar energy, and an
independent member of the board of directors of Spectrum Automotive Holdings
Corporation prior to its sale in 2021. Mr. Halmy is a Certified Public
Accountant and earned his MBA and undergraduate degrees from Villanova
University. Mr. Halmy's extensive experience in finance, accounting and
treasury and professional background as the Chief Financial Officer of a
large, publicly traded financial institution make him a valuable member of the
Board of Directors.

 

Mr. Gillespie is an independent non-executive director and the Chair of the
Nominating and Corporate Governance Committee and a member of the Audit
Committee. He has served as a director on the Board of Directors since May
2020. Mr. Gillespie had a lengthy career as an investment banker, spending
more than 25 years at UBS and its predecessors in a range of senior positions,
including Vice Chairman, Chief Executive Officer, EMEA, and Joint Global Head
of Investment Banking, while also serving on the Group Managing Board and the
Management Committee for many years. Mr. Gillespie started his career as a
Chartered Accountant at PricewaterhouseCoopers. Mr. Gillespie is the chair of
the board of directors and a member of the audit committee of the UK Export
Finance, a ministerial department of the UK government that functions as the
export finance agency, and also serves as the non-executive chair of the board
of directors of Spirit Yacht Holdings Ltd. He has previously served as a
non‐executive director of NatWest Group plc (formerly known as Royal Bank of
Scotland plc) and certain of its principal subsidiary companies and was the
chair of NatWest Group plc's remuneration committee and a member of NatWest
Group plc's audit, risk and nominating and governance committees. In addition,
Mr. Gillespie also served as the Director General of the UK Takeover Panel, a
non-executive director of Citizens Financial Group Inc. and Ashurst LLP, a law
firm, and as the non-executive chair of the board of directors of Boat Race
Company Ltd., Somerset House Trust and the Council of Durham University, from
which he graduated with a degree in economics. Mr. Gillespie's extensive
experience in finance, accounting, risk management and governance and years of
experience serving on the boards of directors of both public and private
companies make him a valuable member of the Board of Directors.

 

 

For further information, please contact:

 

 Burford Capital Limited
 For investor and analyst inquiries:
 Americas: Josh Wood, Head of Investor Relations - email                       +1 212 516 5824
 (mailto:jwood@burfordcapital.com)
 EMEA & Asia: Rob Bailhache, Head of EMEA & Asia Investor Relations -          +44 (0)20 3530 2023
 email (mailto:rbailhache@burfordcapital.com)
 For press inquiries:
 David Helfenbein, Senior Vice President, Public Relations - email             +1 212 516 5824
 (mailto:media@burfordcapital.com)

 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
(https://www.burfordcapital.com/) 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 works with companies and law firms around the world
from its global network of offices.

 

For more information, please visit www.burfordcapital.com
(http://www.burfordcapital.com) .

 

 

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any ordinary shares or other securities of Burford.

 

This press release 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 press
release is for informational purposes only. Past performance is not indicative
of future results. The information contained in this press release is not, and
should not be construed as, an offer to sell or the solicitation of an offer
to buy any securities (including 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 press release contains "forward-looking statements" within the meaning of
Section 27A of the US Securities Act of 1933, as amended, and Section 21E of
the US Securities Exchange Act of 1934, as amended, that are intended to be
covered by the safe harbor provided for under these sections. In some cases,
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. Although Buford believes that the assumptions, expectations,
projections, intentions and beliefs about future results and events reflected
in forward-looking statements have a reasonable basis and are expressed in
good faith, forward-looking statements involve known and unknown risks,
uncertainties and other factors, which could cause Burford's actual results
and events to differ materially from (and be more negative than) future
results and events expressed, projected or implied by these forward-looking
statements. Factors that might cause future results and events to differ
include, among others, those discussed in the "Risk Factors" section of
Burford's Annual Report on Form 10-K for the year ended December 31, 2024
filed with the US Securities and Exchange Commission on March 3, 2025. These
factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements contained in the periodic and
current reports that Burford files with or furnishes to the US Securities and
Exchange Commission. Many of these factors are beyond Burford's ability to
control or predict, and new factors emerge from time to time. Furthermore,
Burford cannot assess the impact of each such factor on its business or the
extent to which any factor or combination of factors may cause actual results
and events to be materially different from those contained in any
forward-looking statement. Given these uncertainties, readers are cautioned
not to place undue reliance on Burford's forward-looking statements.

 

All subsequent written and oral forward-looking statements attributable to
Burford or to persons acting on its behalf are expressly qualified in their
entirety by these cautionary statements. The forward-looking statements speak
only as of the date of this press release and, except as required by
applicable law, Burford undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

 

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