REG - Burford Capital Ltd - Private Offering of Senior Notes

Burford CapitalAnnouncement

20/06/2023 13:00

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RNS Number : 3168D  Burford Capital Limited  20 June 2023

20 June 2023

 

 

BURFORD CAPITAL ANNOUNCES PRIVATE OFFERING OF SENIOR NOTES

 

Burford Capital Limited ("Burford" or "Burford Capital"), the leading global
finance and asset management firm focused on law, today announces the planned
private offering of $400 million aggregate principal amount of senior notes
due 2031 (the "Notes") by its indirect, wholly owned subsidiary, Burford
Capital Global Finance LLC, subject to market and other conditions. The Notes
will be guaranteed on a senior unsecured basis by Burford Capital as well as
Burford Capital Finance LLC and Burford Capital PLC, both indirect, wholly
owned subsidiaries of Burford Capital (such guarantees, together with the
Notes, the "Securities").

 

Burford Capital intends to use the net proceeds from the offering of the
Securities for general corporate purposes, including the potential repayment
or retirement of existing indebtedness.

 

The Securities have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or the laws of any
other jurisdiction and may not be offered or sold within the United States or
to, or for the account or benefit of, US persons absent registration or an
applicable exemption from registration under the Securities Act or any
applicable state securities laws. The Securities will be offered only to
persons reasonably believed to be "Qualified Institutional Buyers" within the
meaning of Rule 144A under the Securities Act or non-US persons outside the
United States pursuant to Regulation S under the Securities Act, in each
case, who are "Qualified Purchasers" as defined in Section (2)(a)(51)(A) under
the US Investment Company Act of 1940, as amended.

 

 

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
 (mailto:rbailhache@burfordcapital.com)
 Jim Ballan, Head of Investor Relations, Americas - email               +1 (646) 793 9176
 (mailto:JBallan@burfordcapital.com)
 For press inquiries:
 David Helfenbein, Vice President, Public Relations - email             +1 (212) 235 6824
 (mailto:dhelfenbein@burfordcapital.com)

 Numis Securities Limited - 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
 Tony White

 Berenberg - Joint Broker                                               +44 (0)20 3207 7800
 Toby Flaux
 James Thompson
 Arnav Kapoor

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.

 

This announcement does not constitute an offer to sell or the solicitation of
an offer to buy any 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.

 

Prohibition of sales to retail investors in the European Economic Area. The
Securities are not intended to be offered, sold or otherwise made available
to, and should not be offered, sold or otherwise made available to, any retail
investor in the European Economic Area (the "EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as
amended, the "Insurance Distribution Directive"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Regulation
2017/1129/EU (as amended or superseded, the "Prospectus Regulation").
Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors in the EEA
has been prepared and, therefore, offering or selling the Securities or
otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.

Prohibition of sales to retail investors in the United Kingdom. The Securities
are not intended to be offered, sold or otherwise made available to, and
should not be offered, sold or otherwise made available to, any retail
investor in the United Kingdom. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (as amended, the
"EUWA"); (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (as amended, the "FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA (as amended or superseded, the "UK Prospectus
Regulation"). Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as
amended, the "UK PRIIPs Regulation") for offering or selling the Securities or
otherwise making them available to retail investors in the United Kingdom has
been prepared and, therefore, offering or selling the Securities or otherwise
making them available to any retail investor in the United Kingdom may be
unlawful under the UK PRIIPs Regulation.

 

IN MEMBER STATES OF THE EEA, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO
ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION IN
SUCH MEMBER STATE AND SUCH OTHER PERSONS AS THIS ANNOUNCEMENT MAY BE ADDRESSED
ON LEGAL GROUNDS, AND NO PERSON THAT IS NOT A RELEVANT PERSON OR QUALIFIED
INVESTOR MAY ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS. IN THE
UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO ARE
"QUALIFIED INVESTORS" WITHIN THE MEANING OF THE UK PROSPECTUS REGULATION  AND
SUCH OTHER PERSONS AS THIS ANNOUNCEMENT MAY BE ADDRESSED ON LEGAL GROUNDS, AND
NO PERSON THAT IS NOT A RELEVANT PERSON OR QUALIFIED INVESTOR MAY ACT OR RELY
ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.

 

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 which are forward-looking statements, including in
Burford's periodic reports that Burford files with, or furnishes to, the US
Securities and Exchange Commission, other information made available to its
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 you 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
those discussed under "Risk Factors" in its annual report on Form 20-F for the
year ended December 31, 2022 filed with the US Securities and Exchange
Commission on May 16, 2023. 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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