October 17, 2024
Burford Capital Announces
Certain Information in Connection with its 2025 Annual General
Meeting
Burford Capital Limited ("Burford"
or the "Company"), the leading global finance and asset management
firm focused on law, today announces certain information in
connection with its 2025 annual general meeting (the "2025 AGM").
As previously disclosed in a report on Form 6-K furnished to the US
Securities and Exchange Commission (the "SEC") on August 5, 2024,
the Company has determined that, effective as of January 1, 2025,
it will no longer qualify as a "foreign private issuer", as defined
under the US Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and will be considered a US domestic issuer. The
Company expects to hold the 2025 AGM in May 2025. The 2025 AGM will
be held at a date, time and location to be specified in the
Company's proxy statement related to the 2025 AGM for which the
Company expects to utilize and rely on the notice-and-access method
of delivering meeting materials, soliciting proxies and receiving
voting instructions from shareholders adopted by the SEC. Because
the 2025 AGM will be the Company's first annual general meeting as
a US domestic issuer, the Company is providing the following due
dates for the submission of qualified shareholder proposals or
qualified shareholder nominations, as applicable, in this
announcement.
Shareholder Proposals Under
Rule 14a-8
The deadline for submitting a
shareholder proposal for inclusion in the Company's proxy materials
for the 2025 AGM pursuant to Rule 14a-8 under the Exchange Act
("Rule 14a-8") is December 13, 2024, which the Company
considers a reasonable time before it begins to print and mail
proxy materials. For a shareholder proposal to be considered in
accordance with Rule 14a-8, it must be received by the secretary of
the Company at the Company's registered office at Oak House, Hirzel
Street, St. Peter Port, Guernsey GY1 2NP by such date and must
comply with all other procedures and requirements set forth in Rule
14a-8.
Director Nominations and
Other Shareholder Proposals
In accordance with the advance
notice requirements set forth in the Company's articles of
incorporation (the "Articles"), for director nominations or other
business to be brought before the 2025 AGM by a shareholder, other
than proposals under Rule 14a-8 described above, written notice to
the secretary of the Company must be received at the Company's
registered office at Oak House, Hirzel Street, St. Peter Port,
Guernsey GY1 2NP between the close of business on January 15, 2025
and the close of business on February 14, 2025. However, if the
2025 AGM is held earlier than April 15, 2025 or later than July 14,
2025, a shareholder's notice must be received not earlier than the
close of business on the hundred-and-twentieth (120th) day prior to
the date of the 2025 AGM and not later than the close of business
on the later of the ninetieth (90th) day prior to the date of the
2025 AGM or, if the first public announcement of the date of such
annual meeting is less than one-hundred (100) days prior to the
date of the 2025 AGM, the tenth (10th) day following the day on
which public announcement of the date of the 2025 AGM is first made
by the Company. Furthermore, such shareholder notices must comply
with the additional requirements set forth in the Articles and will
not be effective otherwise.
In addition to satisfying the
requirements under the Articles, to comply with the SEC's universal
proxy rules, shareholders who intend to solicit proxies in support
of director nominees other than the Company's director nominees
must provide notice by the same deadline as disclosed above under
the advance notice requirements of the Articles and must include
the information required by the Articles and Rule 14a-19 under the
Exchange Act.
For
further information, please contact:
Burford Capital Limited
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For investor and analyst inquiries:
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Americas: Josh Wood, Head of
Investor Relations - email
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+1
212 516 5824
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EMEA & Asia: Rob Bailhache, Head
of EMEA & Asia Investor Relations - email
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+44 (0)20
3530 2023
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For press inquiries:
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David Helfenbein, Vice President,
Public Relations - email
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+1 212 516
5824
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Deutsche Numis -
NOMAD and Joint Broker
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+44 (0)20
7260 1000
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Giles Rolls
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Charlie Farquhar
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Jefferies International Limited - Joint Broker
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+44 (0)20
7029 8000
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Graham Davidson
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James Umbers
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Berenberg - Joint
Broker
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+44 (0)20
3207 7800
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Toby Flaux
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James Thompson
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Yasmina Benchekroun
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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 and Hong Kong.
For more information, please
visit 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.