Last checked at 21 Mar 2018 07:00
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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 END 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 Financial Officer | +1 212 235 6825 |
Numis Securities Limited (Joint Bookrunner on the Placing) | +44 (0)20 7260 1000 |
Charlie Farquhar | |
Jonathan Abbott | |
Berenberg (Joint Bookrunner on the Placing) | +44 (0)20 3207 7800 |
Toby Flaux | |
Marie Stolberg | |
Macquarie Capital (Europe) Limited - NOMAD | +44 (0)20 3037 2000 |
Jonny Allison | |
Nicholas Harland | |
Neustria Partners - Financial Communications for Burford Capital | +44 (0)20 3021 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 /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 Identification code | 23.2% interest in Jonathan Molot LLC, whose sole asset is 4,000,000 shares in Burford Capital Limited N/A | ||
(b) Nature of the transaction | Transfer of membership interests from Jonathan T. Molot 2017 Trust | ||
(c) Price(s)and volume(s) | Price(s) - Zero | Volume(s) - 23.2% interest | |
(d) Aggregated information · Aggregated volume · Price | N/A | ||
(e) Date of the transaction | 20/03/2018 | ||
(f) Place of the transaction | N/A | ||
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 /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 Identification code | 23.2% interest in Jonathan Molot LLC, whose sole asset is 4,000,000 shares in Burford Capital Limited N/A | ||
(b) Nature of the transaction | Transfer of membership interests to Jonathan Molot | ||
(c) Price(s)and volume(s) | Price(s) - Zero | Volume(s) - 23.2% interest | |
(d) Aggregated information · Aggregated volume · Price | N/A | ||
(e) Date of the transaction | 20/03/2018 | ||
(f) Place of the transaction | N/A | ||
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.