TIDMBUR
RNS Number : 3688I
Burford Capital
21 March 2018
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
RESULTS OF PLACING OF 8.68 MILLION ORDINARY SHARES IN BURFORD
CAPITAL LIMITED (THE "COMPANY" OR "BURFORD") BY CHRISTOPHER BOGART
AND JONATHAN MOLOT
21 March 2018
BURFORD CAPITAL LIMITED
Result of Secondary Placing of 8,680,000 shares by Christopher
Bogart and Jonathan Molot and notification of transaction by person
discharging managerial responsibilities
Further to the announcement released on 20 March 2018 in
relation to a proposed placing of ordinary shares in Burford by
Christopher Bogart and Jonathan Molot (together, the "Sellers"),
the Sellers announce that they have respectively sold approximately
4.4 million and approximately 4.3 million ordinary shares in
Burford, one-third of their holdings (the "Placing Shares") at a
price of 1350 pence per share (the "Placing"). The Placing Shares
represent in aggregate approximately 4.2% of the Company's issued
share capital.
The Placing was conducted through an accelerated bookbuild.
Numis Securities Limited ("Numis") and Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg") acted as Joint
Bookrunners for the Seller in connection with the Placing. The
proceeds of the Placing are payable in cash on usual settlement
terms, and closing of the Placing is expected to occur on a T+2
basis on 23 March 2018.
Following completion of the Placing, Christopher Bogart and
Jonathan Molot will continue to respectively hold approximately 8.8
million and approximately 8.6 million ordinary shares in the
Company, representing in aggregate approximately 8.3% of the issued
share capital of the Company. These shares are subject to a lock-up
which ends 360 days after completion of the Placing (subject to
waiver by the Joint Bookrunners and to certain exceptions).
The Company will not receive any proceeds from the Placing.
Christopher Bogart, Burford's Chief Executive Officer,
commented:
"Jon and I have not sold a single share of stock in the more
than eight years we have been running Burford, and it is with some
reluctance that we sold some now given our enthusiasm for the
future of the business. However, given that we preach the benefit
of a diversified portfolio strategy for Burford, it seemed
imprudent for us not to create some liquidity after all this time,
although we are continuing to hold a considerable majority of our
stock even after this sale."
"Our commitment to Burford has only intensified: we have entered
into new employment agreements (with significant non-competes)
through the end of 2020; we are personally investing significantly
in Burford's investment funds; and we have agreed to a full year
lock-up on all our remaining stock. We love what we do and intend
to keep on doing it."
The Company was also notified by Mr Molot of the annual movement
of certain ownership interests within his estate planning
construct, with no impact on Mr Molot's overall holdings in the
Company. As announced on 29 March 2017, Mr Molot transferred
4,000,000 ordinary shares in the Company to Jonathan Molot LLC (the
"LLC"). Certain ownership interests in the LLC were then
transferred by Mr Molot to the Jonathan T. Molot 2017 Trust (the
"Trust") for a period. Pursuant to the original trust documents,
23.2% of the LLC ownership interests have been returned from the
Trust to Mr. Molot. This exchange of LLC ownership interests with
the Trust will be an ongoing estate planning activity and has no
effect on Mr Molot's overall holdings in the Company. The LLC
continues to hold the same 4,000,000 ordinary shares in the
Company. The relevant Notification of Dealing Forms are included
below.
The person responsible for arranging for the release of this
announcement on behalf of the Company is Elizabeth O'Connell, Chief
Financial Officer.
For further information, please contact:
Burford Capital Limited
Elizabeth O'Connell, CFA, Chief +1 212 235
Financial Officer 6825
Numis Securities Limited (Joint +44 (0)20 7260
Bookrunner on the Placing) 1000
Charlie Farquhar
Jonathan Abbott
Berenberg (Joint Bookrunner on +44 (0)20 3207
the Placing) 7800
Toby Flaux
Marie Stolberg
Macquarie Capital (Europe) Limited +44 (0)20 3037
- NOMAD 2000
Jonny Allison
Nicholas Harland
Neustria Partners - Financial +44 (0)20 3021
Communications for Burford Capital 2580
Robert Bailhache [email]
Charles Gorman [email]
Nick Henderson [email]
About Burford Capital
Burford Capital is a leading global finance and investment
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 London Stock Exchange, and it works with law firms and
clients around the world from its principal offices in New York,
London, Chicago and Singapore.
For more information about Burford: www.burfordcapital.com
Notification of Dealing Forms
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 Initial
/Amendment
------------------------------- -----------------------------------
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 23.2% interest in Jonathan
of the financial Molot LLC, whose sole asset
instrument, type is 4,000,000 shares in Burford
of instrument Capital Limited
Identification N/A
code
------------------------------- -----------------------------------
(b) Nature of the Transfer of membership interests
transaction from Jonathan T. Molot 2017
Trust
------------------------------- -----------------------------------
(c) Price(s)and Price(s) - Volume(s) - 23.2%
volume(s) Zero interest
------------------------------- ------------- --------------------
(d) Aggregated N/A
information
* Aggregated volume
* Price
------------------------------- -----------------------------------
(e) Date of the 20/03/2018
transaction
------------------------------- -----------------------------------
(f) Place of the N/A
transaction
------------------------------- -----------------------------------
1 Details of the person discharging managerial
responsibilities/person closely associated
--------------------------------------------------------------------
(a) Name Jonathan T. Molot 2017 Trust
------------------------------- -----------------------------------
2 Reason for the
notification
------------------------------- -----------------------------------
(a) Position/status A person closely associated
with Jonathan Molot, a PDMR
occupying the position of
Chief Investment Officer
------------------------------- -----------------------------------
(b) Initial notification Initial
/Amendment
------------------------------- -----------------------------------
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 23.2% interest in Jonathan
of the financial Molot LLC, whose sole asset
instrument, type is 4,000,000 shares in Burford
of instrument Capital Limited
Identification N/A
code
------------------------------- -----------------------------------
(b) Nature of the Transfer of membership interests
transaction to Jonathan Molot
------------------------------- -----------------------------------
(c) Price(s)and Price(s) - Volume(s) - 23.2%
volume(s) Zero interest
------------------------------- ------------- --------------------
(d) Aggregated N/A
information
* Aggregated volume
* Price
------------------------------- -----------------------------------
(e) Date of the 20/03/2018
transaction
------------------------------- -----------------------------------
(f) Place of the N/A
transaction
------------------------------- -----------------------------------
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC (AND ANY AMENDMENTS THERETO, INCLUDING DIRECTIVE
2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The securities referred to herein have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
"US Securities Act"), or under the applicable securities laws of
any state or other jurisdiction of the United States or of Canada,
Australia, South Africa or Japan. Such securities may not be
offered or sold in the United States unless registered under the US
Securities Act or offered in a transaction exempt from, or not
otherwise subject to, the registration requirements of the US
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of such securities in the United States or in any other
jurisdiction.
The securities referred to herein have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
the Sellers, Numis, Berenberg, or any of their respective
affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Sellers, Numis, Berenberg or
any of their respective affiliates that would, or which is intended
to, permit a public offer of the Placing Shares in any jurisdiction
or possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Sellers, Numis and Berenberg to inform themselves about and to
observe any applicable restrictions.
Numis, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting for the Sellers
in connection with the Placing and no-one else in connection with
the Placing. It will not regard any other person as its client in
relation to the Placing and will not be responsible to anyone other
than the Sellers for providing the protections offered to the
clients of Numis nor for providing advice in relation to the
Placing or any matters referred to in this announcement.
Berenberg, which is authorised by the German Federal Financial
Conduct Authority and subject to limited regulation by the
Financial Conduct Authority ("FCA"), is acting exclusively for the
Sellers and for no--one else in relation to the Placing, and will
not be responsible to anyone other than the Sellers for providing
the protections afforded to its clients nor for providing advice in
connection with the Placing or any matters referred to in this
announcement.
Numis, Berenberg and any of their respective affiliates acting
as an investor for its own account may participate in the offering
on a proprietary basis and in that capacity may retain, purchase or
sell for their own account such Placing Shares. In addition they
may enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of Placing Shares. Neither of Numis nor Berenberg intends
to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFKKDDNBKBQNB
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