TIDMBUR TIDMBUR3
RNS Number : 0476A
Burford Capital Limited
27 May 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (THE UK MARKET ABUSE
REGULATION)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT
OF COLUMBIA (THE UNITED STATES ) OR ANY OTHER JURISDICTION OR TO
ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
27 May 2021
Burford Capital Limited announces tender offer for
Burford Capital PLC's GBP90,000,000 6.50 per cent. Guaranteed
Bonds due 2022
by Burford Capital Holdings (UK) Limited
Burford Capital Limited, the leading global finance and asset
management firm focused on law, today announces that Burford
Capital Holdings (UK) Limited (the Offeror), a direct wholly-owned
subsidiary, has invited holders of Burford Capital PLC's (the
Issuer) GBP90,000,000 6.50 per cent. Guaranteed Bonds due 2022
bearing ISIN: XS1088905093 (the Bonds) to tender their Bonds for
purchase by the Offeror for cash (the Offer). Burford Capital PLC
is a direct wholly-owned subsidiary of Burford Capital Holdings
(UK) Limited and an indirect wholly-owned subsidiary of Burford
Capital Limited.
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 27 May
2021 (the Tender Offer Memorandum) prepared by the Offeror and is
subject to the offer restrictions set out below and as more fully
described in the Tender Offer Memorandum (the Offer and
Distribution Restrictions).
Copies of the Tender Offer Memorandum are (subject to the Offer
and Distribution Restrictions) available from the Tender Agent as
set out below. Capitalized terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Summary
A summary of certain of the terms of the Offer appears
below:
Maximum Target
ISIN/ Common Outstanding Minimum Purchase Price Acceptance
Bonds Code Principal Amount Purchase Price Purchase Price Amount
GBP90,000,000 XS1088905093/ GBP90,000,000(1) To be 102 per cent. An aggregate
6.50 per 108890509 determined principal
cent. pursuant to a 105 per cent. amount
Guaranteed Modified Dutch to be
Bonds Auction determined
due 2022 Procedure by the Offeror
in its sole and
absolute
discretion
that is
expected
to be
GBP40,000,000,
but subject
always
to the right
of the Offeror
in its sole and
absolute
discretion
to accept more
or less than
such amount.
(1) The Offeror purchased GBP3,843,000 of the Bonds in 2020,
which are currently held in Treasury and have not yet been redeemed.
GBP86,157,000 of the Bonds remain outstanding, as defined in the
trust deed relating to the Bonds.
Indicative Timetable for the Offer
This is an indicative timetable showing one possible outcome for
the timing of the Offer based on the dates in the Tender Offer
Memorandum. This timetable is subject to change and dates and times
may be extended or amended by the Offeror in accordance with the
terms of the Offer as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Events Times and Dates
Commencement of the Offer 27 May 2021
Expiration Deadline 4.00 p.m. BST on 22 June 2021
Announcement of Results As soon as reasonably practicable after the
Expiration Deadline
Settlement Date 28 June 2021
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of and/or terminate the Offer at any time
(subject to applicable law and as provided in the Tender Offer
Memorandum) and the above times and dates are subject to the right
of the Offeror to so extend, re-open, amend, waive any condition of
and/or terminate the Offer.
Bondholders are advised to check with any bank, securities
broker or other intermediary through which they hold Bonds when
such intermediary would need to receive Tender Instructions from a
Bondholder in order for that Bondholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their Tender Instruction to participate in, the
Offer by the deadlines set out above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines set out
above and in the Tender Offer Memorandum.
Rationale for the Offer
The purpose of the Offer is to utilise a portion of the Group's
available cash balances to purchase Bonds prior to their maturity
as part of the proactive management of the Group's debt capital
structure. The Offer will also provide liquidity to those holders
whose Bonds are accepted in the Offer.
The Offeror intends to hold the Bonds that it purchases in
Treasury and may in the future arrange for the Issuer to cancel the
Bonds or the Offeror may re-sell such Bonds at its absolute
discretion.
Details of the Offer
Purchase Price - Modified Dutch Auction Procedure
The Offeror will pay for Bonds validly tendered and accepted by
it for purchase pursuant to the Offer at a price to be determined
pursuant to a modified Dutch auction procedure as described in the
Tender Offer Memorandum (the Modified Dutch Auction Procedure).
Under the Modified Dutch Auction Procedure, the Offeror will
determine, in its sole discretion (but subject as set out below
under "Final Acceptance Amount, Priority of Acceptance and
Scaling"), following expiration of the Offer, (A) the Final
Acceptance Amount (as defined below) and (B) a single purchase
price for the Bonds (the Purchase Price), expressed as a percentage
of the principal amount of the Bonds, at which it will purchase
Bonds validly tendered pursuant to the Offer, taking into account
the aggregate principal amount of Bonds so tendered and the price
at which such Bonds are tendered (or deemed to be tendered, as set
out below).
The Purchase Price applicable to the Bonds will not be less than
102 per cent. (the Minimum Purchase Price) and will otherwise be
the lowest price that will allow the Offeror to accept for purchase
an aggregate principal amount of Bonds equal to the Final
Acceptance Amount. The Purchase Price applicable to the Bonds will
not be greater than 105 per cent. (the Maximum Purchase Price).
Tender Instructions specifying a purchase price in excess of the
Maximum Purchase Price will not be accepted by the Offeror and will
not be used for the purposes of calculating the Purchase Price. The
Offeror will not accept for purchase any Bonds tendered at prices
greater than the Purchase Price pursuant to the Offer.
The Offeror will pay the same Purchase Price in relation to all
Bonds that it accepts for purchase pursuant to the Offer. For the
avoidance of doubt, this means that Bondholders that submit Tender
Instructions specifying either (i) the Minimum Purchase Price or
(ii) an amount that is greater than the Minimum Purchase Price but
less than or equal to the Purchase Price (as determined by the
Offeror), will all receive the same Purchase Price in relation to
any Bonds that are accepted for purchase pursuant to the Offer.
Accrued Interest
The Offeror will, in addition to the Purchase Price also pay
interest accrued and unpaid on the Bonds from (and including) the
immediately preceding interest payment date for the Bonds to (but
excluding) the Settlement Date, calculated in accordance with the
terms and conditions of the Bonds (an Accrued Interest Payment) in
respect of Bonds accepted for purchase pursuant to the Offer.
Final Acceptance Amount, Priority of Acceptance and Scaling
Final Acceptance Amount
The Offeror proposes that the aggregate principal amount of
Bonds it will accept for purchase pursuant to the Offer will be an
amount to be determined by the Offeror, in its sole and absolute
discretion, which is expected to be GBP40,000,000 in aggregate
principal amount of Bonds (such amount, once determined, the Target
Acceptance Amount), although the Offeror reserves the right, in its
sole discretion, to accept less than or more than such amount
pursuant to the Offer (the final aggregate principal amount of
Bonds accepted for purchase pursuant to the Offer being the Final
Acceptance Amount).
Priority of Acceptance and Scaling
Once the Offeror has determined the Final Acceptance Amount and
the Purchase Price for the Bonds, the Offeror will accept Tender
Instructions in the following order, subject to possible pro rata
scaling as described below:
(i) all validly submitted Tender Instructions that specify purchase
prices lower than the Purchase Price will be accepted first;
and
(ii) all validly submitted Tender Instructions that specify purchase
prices equal to the Purchase Price will be accepted second.
If the Offeror accepts any Bonds for purchase pursuant to the
Offer:
(i) all Bonds subject to the Tender Instructions described in
(i) above will be accepted in full by the Offeror; and
(ii) to the extent that the aggregate of the Bonds subject to
the Tender Instructions described in (i) and (ii) exceed
the Final Acceptance Amount, the Bonds subject to the Tender
Instructions described in (ii) above will be accepted by
the Offeror on a pro rata basis by applying a scaling factor,
such that the final aggregate principal amount of Bonds accepted
for purchase (if any) is no greater than the Final Acceptance
Amount.
For the avoidance of doubt, Tender Instructions that specify the
Minimum Purchase Price will always be
purchased in full at the Purchase Price, unless there are more
Tender Instructions received for Bonds at the Minimum Purchase
Price than the Final Acceptance Amount. Accordingly, by submitting
a Tender Instruction at the Minimum Purchase Price, a Bondholder is
automatically electing to receive the Purchase Price.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to, the Offer,
Bondholders must validly tender their Bonds by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by 4.00 p.m.
(London time) on 22 June 2021, unless extended, re-opened, amended
and/or terminated as provided in the Tender Offer Memorandum (the
Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must specify a purchase price that is equal
to or greater than the Minimum Purchase Price. Purchase prices may
only be specified at the Minimum Purchase Price or in increments of
0.25 per cent. above the Minimum Purchase Price (and, in the event
that the relevant Bondholder specifies a purchase price that is not
an increment of 0.25 per cent. above the Minimum Purchase Price,
the purchase price so specified shall be rounded down to the
nearest such increment of 0.25 per cent., and such Tender
Instruction shall be deemed to have specified such rounded figure
for the purposes of the Modified Dutch Auction Procedure).Tender
Instructions may not be submitted which specify a purchase price in
excess of the Maximum Purchase Price.
Tender Instructions must be submitted in respect of a minimum
principal amount of Bonds of no less than GBP100, being the minimum
denomination of the Bonds, and may be submitted in integral
multiples of GBP100 thereafter. A separate Tender Instruction must
be completed on behalf of each beneficial owner. See "Procedures
for Participating in the Offer" in the Tender Offer Memorandum for
further information.
Announcements
Unless stated otherwise, announcements in connection with the
Offer will be made (i) by publication via the Regulatory News
Service operated by the London Stock Exchange plc and (ii) by the
delivery of notices to the Clearing Systems and Euroclear UK &
Ireland Limited (formerly known as CREST Co Limited) for
communication to Direct Participants. Such announcements may also
be found on the relevant Reuters Insider Screen and by the issue of
a press release to a Notifying News Service. Copies of all such
announcements, press releases and notices can also be obtained upon
request from the Tender Agent, the contact details for which are
below. Significant delays may be experienced where notices are
delivered to the Clearing Systems and Bondholders are urged to
contact the Tender Agent for the relevant announcements during the
course of the Offer. In addition, Bondholders may contact the
Dealer Managers for information using the contact details
below.
Bondholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Joint Dealer Managers
City & Continental Ltd trading
as Allia C&C Henrietta Podd +44 20 3039 3450
Peel Hunt LLP Stuart Galvin + 44 20 7418 8900
Tender Agent
Lucid Issuer Services Limited Owen Morris +44 20 7704 0880
Harry Ringrose
burford@lucid-is.com
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Dealer Managers and (ii) the delivery
of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out above.
This announcement is released by Burford Capital Limited on
behalf of the Offeror and contains information that qualified or
may have qualified as inside information for the purposes of
Article 7 of the UK Market Abuse Regulation, encompassing
information relating to the Offer described above. For the purposes
of the UK Market Abuse Regulation, this announcement is made by the
Directors of Burford Capital Holdings (UK) Limited, namely Craig
Arnott, Christopher Bogart, Ross D. Clark, Harry Matovu and Hugh
Steven Wilson.
LEI Number: 213800P7VN8SK65HQN02
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Bondholder is in any doubt as to the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. Any individual or company whose Bonds are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to tender such
Bonds pursuant to the Offer. None of the Offeror, the Dealer
Managers or the Tender Agent makes any recommendation whether
Bondholders should tender Bonds pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by each of the Offeror, the
Issuer, the Guarantors, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Bonds may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offer are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or
resident in the United States. Any purported tender of Bonds in the
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Bonds made
by, or by any person acting for the account or benefit of, a person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States
will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons (as defined in Regulation S of the Securities Act.
Securities may not be offered or sold in the United States absent
registration under, or an exemption from the registration
requirements of, the United States Securities Act of 1933, as
amended.
Each Bondholder participating in the Offer will represent that
it is not located in the United States and is not participating in
the Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Offer from
the United States. For the purposes of this and the above
paragraphs, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offer is being carried out in
the Republic of Italy (Italy) as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14
May 1999, as amended. Bondholders or beneficial owners of the Bonds
that are located in Italy can tender their Bonds for purchase in
the Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of 15 February 2018, as amended from
time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority. Each intermediary must comply with the applicable laws
and regulations concerning information duties vis-à-vis its clients
in connection with the Bonds or the Offer.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made, and such documents and/or materials have
not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to (i) those
persons in the United Kingdom (a) falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the Financial Promotion Order)) or (b) who are
within Article 43(2) of the Financial Promotion Order, or (ii) any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France
The Offer is only being made, directly or indirectly, to
qualified investors in the Republic of France (France). This
announcement, the Tender Offer Memorandum and any other document or
material relating to the Offer have only been and shall only be
distributed in France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129. The Tender Offer Memorandum has
not been and will not be submitted for clearance to nor approved by
the Autorité des Marchés Financiers.
General
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Bonds (and tenders of Bonds in the Offer will not be accepted from
Bondholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and the Dealer Managers or their
respective affiliates are such a licensed broker or dealer in any
such jurisdiction, the Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
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END
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