REG - Burford Capital PLC - Result of AGM

Jefferies FinancialAnnouncement

12/07/2023 09:15

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RNS Number : 7813F  Burford Capital PLC  12 July 2023

12 July 2023

 

 

BURFORD CAPITAL ANNOUNCES RESULTS OF THE 2023 AGM AND BOARD SUCCESSION PLAN

 

Burford Capital Limited ("Burford"), the leading global finance and asset
management firm focused on law, today announces that all of the resolutions
proposed at its 2023 annual general meeting ("AGM") were adopted with
substantial majorities, with the details of the votes set forth in the table
below. In addition, Burford provides an update on the implementation of the
succession plan for its board of directors (the "Board"), a new policy on
tenure for non-executive directors and expected future roles of non-executive
directors on the Board and the committees of the Board.

 

For the past several years, Burford has implemented, often ahead of its own
schedule, the Board strategic plan to which it initially committed on August
15, 2019 and further detailed on February 27, 2020 and in subsequent
announcements. That plan included the phased rotation of the entire membership
of the Board. With three of Burford's four founding non-executive directors
now retired and with Chairman Hugh Steven Wilson retiring at the 2024 AGM,
Burford has delivered the plan it laid out for an orderly rotation of the
Board.

 

Looking ahead, Burford sets forth the expected plan for the future of the
Board.

 

 ·         At the 2024 AGM:
           o                                    Hugh Steven Wilson will retire as Chairman and a non-executive director
           o                                    John Sievwright, a director since 2020, is expected to become Chairman and to
                                                serve in that role until the 2027 AGM, at which time he will retire from the
                                                Board
           o                                    Christopher Halmy, a director since 2022, is expected to become Vice Chairman
                                                and to serve in that role until the 2027 AGM, at which time he is expected to
                                                become Chairman
 ·         A policy will be introduced requiring directors to retire at the AGM
           immediately following their 72(nd) birthday
 ·         Board committee chairs:
           o                                    Mr Halmy, who became chair of the audit committee following the 2023 AGM, is
                                                expected to continue to serve in that role until the 2027 AGM, at which time
                                                he will leave the audit committee to take on the role of Chairman
           o                                    Mr Sievwright is expected to continue to serve as chair of the compensation
                                                committee until the 2027 AGM, at which time Mr Halmy is expected to assume
                                                that role
           o                                    Robert Gillespie, a director since 2020, is expected to become chair of the
                                                nominating and governance committee following Mr Wilson's retirement from the
                                                Board at the 2024 AGM and, following Mr Gillespie's retirement from the Board
                                                at the 2027 AGM, Rukia Baruti, a director since 2022, is expected to assume
                                                that role

 

The foregoing plans are subject to subsequent amendment in the event of
unforeseen circumstances.

 

The votes received are detailed below:

 

 Ordinary Resolutions                                                           Total votes for  Total votes against  Total votes withheld
 1.    To receive the accounts of Burford for the year ended December 31,       122,633,460      292                  104,492
 2022 and the report of the directors and the external auditor thereon
 2.    To re-elect Hugh Steven Wilson as director                               111,962,812      10,389,527           385,905

 3.    To re-elect Rukia Baruti as director                                     122,699,802      8,634                29,808

 4.    To re-elect Christopher Bogart as director                               122,709,401      3,508                25,335

 5.    To re-elect Robert Gillespie as director                                 117,589,531      5,118,604            30,109

 6.    To re-elect Christopher Halmy as director                                121,538,703      813,335              386,206

 7.    To re-elect John Sievwright as director                                  122,653,851      54,284               30,109

 8.    To re-appoint Ernst & Young LLP as Burford's external auditor            121,748,159      981,946              8,139
 9.    To authorize the directors to agree upon the remuneration of the         122,529,342      100,280              108,622
 external auditor
 10.  To authorize the directors to allot and/or issue ordinary shares in       121,186,649      1,526,951            24,644
 Burford up to a specified amount
 11.  To authorize Burford to make market acquisitions of its ordinary shares   122,639,913      48,992               49,339
 up to a specified amount
 Special Resolutions
 12.  To authorize the directors to allot and/or issue equity securities for    121,625,071      1,089,883            23,290
 cash without making a pre-emptive offer to shareholders (subject to the
 limitations set forth in the resolution)
 13.  To authorize the directors to allot and/or issue equity securities for    121,552,226      1,155,327            30,691
 cash without making a pre-emptive offer to shareholders (subject to the
 limitations set forth in the resolution) for an acquisition or specified
 capital investment

 

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.

 

 

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 which are forward-looking statements, 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 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,
among others, those discussed under "Risk Factors" in Burford's 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 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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