REG - Burford Capital Ltd - Director/PDMR Shareholdings & Ownership Update
03/04/2024 16:30
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RNS Number : 2037J Burford Capital Limited 03 April 2024
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 Shares under the Burford Capital deferred compensation plan (deferred RSUs) Total(3) Total as % of Shares issued and outstanding(5)
compensation)(2)
Craig Arnott 240,122 84,304 - - 324,426 0.15
Christopher Bogart(4) 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 Molot(4) 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 Number of Shares deferred under the Burford Capital deferred compensation plan
withholding)
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
(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)
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 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
(http://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 N/A
· Aggregated volume
· Price
(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 N/A
· Aggregated volume
· Price
(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 35,138 (total vesting)
19,328 (total net shares)
ii. $ 15.97
(d) Aggregated information N/A
· Aggregated volume
· Price
(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 N/A
· Aggregated volume
· Price
(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 N/A
· Aggregated volume
· Price
(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 N/A
· Aggregated volume
· Price
(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 N/A
· Aggregated volume
· Price
(e) Date of the transaction 2024-03-31
(f) Place of the transaction Outside a trading venue
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