TIDMBUR
RNS Number : 6191C
Burford Capital
02 October 2018
THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
2 October 2018
BURFORD CAPITAL RAISES MORE THAN $250 MILLION FOR CONTINUING
EXPANSION
Successful equity placing of 10,411,898 new ordinary shares in
Burford Capital achieved
Burford Capital Limited ("Burford" or the "Company"), the
leading global finance and investment management firm focused on
law, is pleased to announce that 10,411,898 new Ordinary Shares
(the "Placing Shares") have been placed with existing and new
institutional investors and were placed at a price of 1850 pence
per share via an accelerated bookbuild (the "Placing"). The Placing
raised approximately GBP192.6 million (US$251.2 million) before
expenses and the Placing Shares represent approximately 5 per cent.
of the issued ordinary share capital of the Company prior to the
Placing. The Placing was well oversubscribed and was priced at a
discount of 2.86% to Burford's volume-weighted average share price
since the release of its interim results.
Application has been made for the Placing Shares to be admitted
to trading on the AIM market of the London Stock Exchange plc
("Admission"). It is expected that Admission will become effective
at commencement of trading on 4 October 2018 and settlement for the
Placing Shares is expected to take place on the same date on a T+2
basis. The Placing is conditional upon, inter alia, Admission
becoming effective. The Placing is also conditional upon the
Placing Agreement not being terminated in accordance with its
terms.
Following Admission, the total number of shares of the Company
in issue will be 218,649,877. Burford currently holds no shares as
treasury shares and therefore, following Admission, the total
number of voting shares in the Company will be 218,649,877.
Numis Securities Limited ("Numis") and Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg") acted as Joint Global
Co-ordinators and Joint Bookrunners and Macquarie Capital (Europe)
Limited ("Macquarie") as Joint Bookrunner in connection with the
Placing.
Christopher Bogart, Chief Executive of Burford, commented:
"We are delighted with the strong response from current and new
shareholders to this modest expansion of our equity capital, which
will serve as an even stronger foundation for the debt and private
funds issues that we expect to follow shortly. We have not issued
any equity into the public market since 2010 and we continually
review our capital structure in light of our desire to support the
growth of the business to capture the opportunities before us. It
remains important to us that we both optimise our capital structure
and retain a conservative balance sheet. We remain excited about
the opportunities we see to deploy capital in legal finance to
continue to develop our business."
Enquiries:
Burford Capital Limited
Elizabeth O'Connell, CFA, Chief Financial via Financial PR
Officer
Numis (Joint Global Co-ordinators & Joint
Bookrunners)
Charlie Farquhar
Jamie Loughborough
Jonathan Abbott +44 (0)20 7260 1000
Berenberg (Joint Global Co-ordinators & Joint
Bookrunners)
Toby Flaux
Marie Stolberg +44 (0)20 3207 7800
Macquarie (Joint Bookrunners & Nomad)
Jonny Allison
Alex Reynolds
Nicholas Harland +44 (0)20 3037 2000
Montfort Communications (Financial PR)
Robert Bailhache (bailhache@montfort.london) +44 (0)20 3770 7908
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No.596/2014. By the publication of
this Announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
Announcement on behalf of the Company is Elizabeth O'Connell.
IMPORTANT NOTICE
This Announcement (the "Announcement") and the information in it
is restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or within the
United States of America its territories and possessions, any state
of the united states or the District of Columbia (collectively, the
"United States"), Australia, Canada, Japan or South Africa or any
other jurisdiction where to do so might constitute a violation of
the relevant laws or regulations of such jurisdiction (each a
"Restricted Territory"). This announcement does not constitute an
offer to sell or issue or the solicitation of an offer to buy or
acquire for placing shares in any Restricted Territory. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to in this Announcement may not
be offered or sold in any Restricted Territory or for the account
or benefit of any national resident or citizen of any Restricted
Territory.
In particular the placing shares referred to in this
announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States absent
registration under the Securities Act or an available exemption
from, or as part of a transaction not subject to, the registration
requirements under the Securities Act and in each case, in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Placing Shares are
being offered and sold (a) in the United States or to U.S. Persons
only to "qualified institutional buyers" as defined in Rule 144A
under the Securities Act who are also "qualified purchasers" within
the meaning of section 2(a)(51) of the United States Investment
Company Act of 1940 ("QIB/QPs") in transactions exempt from, or not
subject to, the registration requirements under the Securities Act
and (b) outside the United States in "offshore transactions" within
the meaning of, and in accordance with, Regulation S under the
Securities Act.
The offer and sale of Placing Shares referred to herein has not
been and will not be registered under the applicable securities
laws of any Restricted Territory. Subject to certain exceptions,
the Placing Shares referred to herein may not be offered or sold in
any Restricted Territory or to, or for the account or benefit of,
any national, resident or citizen of any Restricted Territory.
No public offering of the shares referred to in this
Announcement is being made in the United States, the United
Kingdom, any Restricted Territory or elsewhere.
Members of the public are not eligible to take part in the
placing. This Announcement and the information contained herein are
for information purposes only and are directed only at: (a) in
Member States of the European Economic Area, to persons who are
qualified investors as defined in section 2(7) of the financial
services and markets act 2000, as amended ("FSMA") ("Qualified
Investors"), being persons falling within the meaning of article
2(1)(e) of the EU Prospectus Directive (which means Directive
2003/71/EC, as amended, and includes any relevant implementing
directive measure in any member state) (the "Prospectus
Directive"); (b) in the United Kingdom, to Qualified Investors who
(i) have professional experience in matters relating to investments
falling within article 19(5) of the Financial Services And Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) fall
within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc") of the order; or (iii) are
persons to whom it may otherwise be lawfully communicated; and (c)
in the United States or to U.S. Persons, as defined in Regulation S
under the Securities Act, to a limited number of QIB/QPs (all such
persons in (a), (b) or (c) together being referred to as "Relevant
Persons"). This Announcement does not itself constitute an offer
for sale or to acquire any securities in the Company. 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. Each
Placee should consult with its own advisers as to legal, tax,
business and related aspects of an investment in Placing
Shares.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company, the Joint Bookrunners, the
Company's nominated adviser, or any of their respective affiliates
(within the meaning of Rule 405 under the Securities Act)
("Affiliates") or any of such persons' directors, partners,
officers or employees or any other person as to the accuracy,
completeness or fairness of the information or opinions contained
in this Announcement and no liability whatsoever is accepted by the
Company, the Joint Bookrunners or any of such persons' Affiliates,
partners, directors, officers or employees or any other person for
any loss howsoever arising, directly or indirectly, from any use of
such information or opinions or otherwise arising in connection
therewith.
Each of Numis and Macquarie is authorised and regulated in the
United Kingdom by the FCA. Berenberg is authorised and regulated by
the German Federal Financial Supervising Authority and in the
United Kingdom is subject to limited regulation by the FCA. Each of
the Banks is acting exclusively for the Company and no one else in
connection with the Placing and they will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Banks (apart from the responsibilities or liabilities that may be
imposed by the FSMA or the regulatory regime established
thereunder) or by any of their respective affiliates or agents or
by any of their respective directors, partners, officers,
employees, advisers, representatives or shareholders (collectively,
"Representatives") for the contents of the information contained in
this Announcement, or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Banks or any of their respective affiliates or by
any of their respective Representatives in connection with the
Company, the Placing Shares or the Placing and any responsibility
and liability whether arising in tort, contract or otherwise
therefore is expressly disclaimed. Each of the Banks and each of
their respective affiliates accordingly disclaim all and any
liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other
information contained in this Announcement and no representation or
warranty, express or implied, is made by the Banks or any of their
respective affiliates as to the accuracy, fairness, verification,
completeness or sufficiency of the information contained in this
Announcement and nothing in this Announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or future. This Announcement does not
identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in
the Placing Shares. Any investment decision to buy Placing Shares
in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by
the Banks.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Banks, 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
the 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
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Persons into whose
possession this Announcement comes are required by the Banks and
the Company to inform themselves about, and observe, any such
restrictions.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market operated by the London Stock Exchange plc. The date of
Admission may be influenced by things such as market conditions.
There is no guarantee that Admission will occur and you should not
base your financial decisions on the Company's intentions in
relation to Admission at this stage. Acquiring investments to which
this Announcement relates may expose an investor to a significant
risk of losing all of the amount invested. Persons considering
making such investments should consult an authorised person
specialising in advising on such investments. This Announcement
does not constitute a recommendation concerning the Placing. The
value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the
suitability of the Placing for the person concerned.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEMBBJTMBBMTMP
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