TIDMBUR
RNS Number : 3690A
Burford Capital Limited
29 September 2020
29 September 2020
BURFORD CAPITAL DESPATCHES SHAREHOLDER LETTER ON DUAL
LISTING
Burford Capital Limited ("Burford Capital" or "Burford" or "the
Company"), the leading global finance and asset management firm
focused on law, today announces that it will shortly be mailing to
shareholders a letter regarding its plan to establish a US listing
on the New York Stock Exchange ("NYSE") for Burford's shares in
addition to continuing their trading on the London Stock Exchange's
AIM ("AIM").
As Burford disclosed on 14 September 2020, to enable trading on
both the NYSE and AIM, certain mechanical and administrative
matters need to occur. The anticipated timing, structure and
required actions are set out below in the shareholder letters sent
(i) to those shareholders holding Burford shares in CREST and (ii)
to certificated shareholders. A copy of both letters, some
responses to frequently asked questions in relation to the election
process and other related information have been uploaded to the
Burford website at
https://www.burfordcapital.com/shareholders/governance/#USlisting .
A summary of the anticipated timetable is as follows:
- Closing of elections: 1.00pm on Friday 16 October
- Record Date: close of business in the UK on Friday 16 October
- Enablement of new UK ISIN: Monday 19 October at 8.00am UK / 3.00am ET
- Completion of US listing: Monday 19 October at 2.30pm UK / 9.30am ET
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any ordinary shares or other
securities of Burford.
The dates in this announcement are indicative and are subject to
change. In the event that the planned NYSE listing date is delayed,
or cancelled, an announcement will be made via the Regulatory News
Service.
Letter to shareholders holding their Burford shares in CREST
Dear Shareholder,
As you know, we are in the process of adding a US listing on the
New York Stock Exchange ("NYSE") for Burford's shares in addition
to continuing their trading on AIM.
Trading on two exchanges involves some additional "plumbing" for
seamless trading and settlement, particularly given that trades on
AIM largely settle on the CREST system whereas trades on the NYSE
settle through the systems of The Depository Trust Company
("DTC").
While reading the detail in this letter is important, in
summary:
-- If existing shareholders wish to continue to hold their
securities through CREST, they MUST make an affirmative election to
do so. The background and procedure for doing so is explained in
this letter.
-- If existing shareholders would prefer to move their shares to
be held through DTC, they must instruct their broker
accordingly.
-- If holders do not act, they will no longer hold through CREST
and may experience increased trading and settlement complexity if
trading on AIM.
To achieve the new listing, preserve the existing listing and
comply with securities laws in the United States, the United
Kingdom and Guernsey, Burford will transition the maintenance of
its share register to the US, as US trading requires a US
registered transfer agent. The additional listing and structure
will provide every current shareholder with the ability to settle
trades through DTC (for easy NYSE trading) or through CREST (for
easy AIM trading). As US securities law requires the share register
to be maintained by a US registered transfer agent, should existing
shareholders wish to maintain their holdings and settle
transactions in CREST, they will need to elect affirmatively to do
so (the "Election").
We apologise for this inconvenience, especially as it seems
rather antiquated in this day of seamless global electronic
communication, but this is one of the formalities necessary to
access the benefits of listing shares in the US. Unfortunately, if
shareholders fail to make an Election to remain in CREST, they will
no longer be able to immediately settle AIM transactions through
CREST and their shares will instead be held on the share register
maintained in the US and they will be sent a Direct Registration
System ("DRS") statement, potentially creating trading complexity
and delay for trading on AIM.
Should existing shareholders wish to continue to immediately be
able to settle AIM trades through the CREST system, they will need
to make an Election by no later than 1.00pm (UK time) on Friday 16
October 2020, following the mechanical process below to enable
Computershare Investor Services PLC ("Computershare UK") to issue
the appropriate Security for CREST purposes.([1])
Should existing shareholders with US brokerage accounts wish to
settle trades through the DTC system shortly after the commencement
of trading on the NYSE or at a future date, they should liaise with
their broker to arrange for their holding to be placed into their
designated DTC participant account and regarding any administrative
fees that may be payable in connection with the repositioning.
Making a CREST Election
To make an Election, it will be necessary to follow the
instructions set out below. It is anticipated that the CREST
Election facility will open between 5 and 10 business days prior to
the Election deadline and that Euroclear UK & Ireland will
issue a CREST Bulletin around that time to notify you of the
opening of the CREST Election facility. This will commence the
period in which you must make (or, if you are a CREST sponsored
member, procure that your CREST sponsor makes) an Election in
accordance with the instructions below.
Please note that the last day of dealings in, and for
registration of transfers of, Burford shares solely on AIM is
expected to be Friday 16 October 2020 (which it is intended will
also be the Record Date). After market close that day, all of the
Burford shares are expected to be rematerialised immediately prior
to the transition of the share register to the US.
It is anticipated that trading on the NYSE and, with settlement
under the new ISIN, on AIM will open as usual on the next business
day, on Monday 19 October 2020.
To make an Election, once the Election window is open you must
send (or, if you are a CREST sponsored member, procure that your
CREST sponsor sends) to Euroclear UK & Ireland Ltd
("Euroclear", the operator of the CREST system) a TTE Instruction
by no later than 1.00 p.m. (UK time) on 16 October 2020. A TTE
Instruction must be properly authenticated in accordance with
Euroclear's specifications for transfers to escrow and must contain
the following details:
-- the ISIN number for the Burford shares. This is GG00B4L84979;
-- the number of Burford shares as to which you are making an Election;
-- your member account ID;
-- your participant ID;
-- the participant ID of the Computershare UK escrow agent. This is 3RA22;
-- the member account ID of the escrow agent for the acceptance. This is BURCAP01;
-- the intended settlement date. This should be as soon as
possible and, in any event, not later than 1.00pm on 16 October
2020 ; and
-- the corporate action number of the acceptance. This is
allocated by Euroclear and will be available on screen from
Euroclear.
The Election once made is irrevocable.
In the event that the planned NYSE listing date is delayed
(causing an extension to the Election period), or cancelled, an
announcement will be made via the Regulatory News Service.
If you are in any doubt as to this document or the action you
should take, you should seek you own advice from an appropriately
authorised stockbroker or other professional adviser. You should
read the Notes at the end of this letter in full.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any ordinary shares or other
securities of Burford.
Should you have any questions in relation to the Election
process or to request a copy of the deed for the Securities, please
contact Computershare Investor Services PLC on +44 (0)370 707 4040
between 9.00 a.m. and 5.00 p.m. on any London business day.
Again, we thank shareholders for their patience with these
rather irritating mechanics as we work to make Burford accessible
to a broader pool of potential investors.
Yours sincerely
For and on behalf of
Burford Capital Limited
Notes:
([1]) Mechanically, following an Election, Burford will replace
the direct settlement of Burford's shares in CREST with a
depositary interest ("Security") to be managed by Computershare UK,
who will act as an intermediary and depositary under the
appointment of Burford. There will be no perceptible difference in
trading on AIM following an Election other than the International
Securities Identification Number ("ISIN") changing. An Election
will result in your current holding of Burford shares, under ISIN
GG00B4L84979, being transitioned to a Security under a new ISIN,
GG00BMGYLN96, on or about the effective date (which is currently
anticipated to be 19 October 2020).
By virtue of the Uncertificated Securities (Guernsey)
Regulations, 2009, the Election constitutes the CREST holder's
irrevocable appointment of Burford and any director of, or any
person authorised by, Burford jointly and severally as its attorney
and/or agent (the "Attorney") and an irrevocable instruction and
authorisation to the Attorney to execute and deliver all necessary
documents and do all such acts and things as the Attorney may
consider necessary or desirable for the purpose of, or in
connection with, the transfer of Burford shares to Cede & Co.
(as DTC's custodian) in the US, the issuance and distribution of
Securities for CREST settlement, and the listing of any Burford
shares on the NYSE (the "Power of Attorney"), and to appoint one or
more persons to act as a substitute attorney for the CREST holder
and to exercise the powers conferred on the Attorney by this Power
of Attorney.
Shareholders should also read the further relevant information
that can be found on Burford's website at
https://www.burfordcapital.com/shareholders/governance/#USlisting
and should note that:
-- Any shareholder who does not make a valid Election by 1.00pm
(UK time) on Friday 16 October 2020 and who trades their Burford
shares on Thursday 15 October or Friday 16 October will not be in a
position to readily settle that trade on the following Monday 19
October or Tuesday 20 October, as at that date they will not hold
Securities and the Burford shares will no longer be admitted
directly to the CREST system. This may result in a failed trade or
the selling non-electing shareholder being required to seek
alternative arrangements to complete the trade.
-- On the first day of trading under the new regime, there will
be a short period of a few hours during which trades will not be
capable of being electronically settled via CREST. Trades due to
settle on that day are expected to settle in the afternoon on that
date, following the start of the US business day.
-- Shareholders holding Burford shares through CREST who make an
Election in advance of the Election deadline of 1.00pm (UK time) on
Friday 16 October 2020 will not have the ability to settle trades
in those shares from the time that they make their Election. Please
speak to your broker to assess your options and requirements in
connection with the Election process.
Letter to shareholders holding their Burford shares in
certificated form
Dear Shareholder,
As you know, we are in the process of adding a US listing on the
New York Stock Exchange ("NYSE") for Burford's shares in addition
to continuing their trading on AIM.
You are receiving this letter because our records show that you
currently hold Burford shares via physical share certificate. If
you do not wish your shares to be able to be held through CREST,
you do not need to take any action. However, should you wish your
shares to be able to be settled through CREST, you must make an
election, the details of which are set out herein.
Trading on two exchanges involves some additional "plumbing" for
seamless trading and settlement, particularly given that trades on
AIM largely settle on the CREST system whereas trades on the NYSE
settle through the systems of The Depository Trust Company
("DTC").
To achieve the new listing, preserve the existing listing and
comply with securities laws in the United States, the United
Kingdom and Guernsey, Burford will transition the maintenance of
the share register to the US, as US trading requires a US
registered transfer agent. The additional listing and structure
will provide every current shareholder with the ability to settle
trades through DTC (for easy NYSE trading) or through CREST (for
easy AIM trading). As US securities law requires the share register
to be maintained by a US registered transfer agent, should existing
shareholders wish to maintain or transfer their holdings into
CREST, and settle transactions in CREST, they will need to elect
affirmatively to do so (the "Election").
Should existing shareholders wish to immediately be able to
settle AIM trades through the CREST system, they will need to make
an Election to be received by no later than 1.00pm (UK time) on
Friday 16 October 2020, by contacting Computershare Investor
Services PLC ("Computershare UK") and completing a Form of
Election, to enable Computershare UK to issue the appropriate
Security([1]) for CREST purposes. To elect to receive the Security
you will need to have an account with a CREST participant
broker.
Electing shareholders will, in doing so, irrevocably appoint
Burford and any director of, or any person authorised by, Burford
jointly and severally as their attorney and/or agent (the
"Attorney") and provide an irrevocable instruction and
authorisation to the Attorney to execute and deliver all necessary
documents and do all such acts and things as the Attorney may
consider necessary or desirable for the purpose of, or in
connection with, the transfer of their Burford ordinary shares to
Cede & Co., the issuance and distribution of Securities for
CREST settlement and the listing of any Burford Capital Limited
Shares on the New York Stock Exchange (the "Power of Attorney") and
to appoint one or more persons to act as a substitute attorney to
exercise the powers conferred on the Attorney by the Power of
Attorney.
Upon such transfer becoming effective, DTC will, on their
customary terms, issue and credit book entry interests to an
account for Computershare UK, or its appointed custodian, where
after Computershare UK will issue, on a one for one basis, the
relevant number of Securities to the CREST accounts of such
electing shareholders. Following the completion of this process,
you will be able to trade your Burford shares on AIM, with such
trades being electronically settled through the CREST system using
Securities. It is anticipated that trading on the NYSE and, with
settlement under the new ISIN, on AIM will open as usual on the
next business day following the transfer to the US, on Monday 19
October 2020.
If you do not wish to hold your entitlement to Burford ordinary
shares through a broker or nominee within CREST, you do not need to
take any action and you will be recorded on the ordinary share
register maintained in the US and be sent a Direct Registration
System ("DRS") statement by post from Computershare US (rather than
a share certificate as you currently hold).
By holding ordinary shares in DRS you will retain direct legal
title to your shares and continue to receive communications
directly from Burford. Upon receipt of your DRS statement you will
find details on how to provide any communication preferences (such
as email addresses), bank account and dividend currency elections
and information on how to transact in your shares via Computershare
US.
If, however, you would like to receive Securities to an account
with your appointed broker or nominee, you will be required to make
an Election. To do so, or in the event of any questions, please
contact Computershare UK to request a Form of Election on +44
(0)370 707 4040 between 8.30 a.m. and 5.30 p.m. on any London
business day.
Once received, the completed Form of Election must be returned
by you by post, together with your valid share certificates, to the
following address by post to be received by no later than 1.00pm
(UK time) on Friday 16 October 2020.
Computershare
Corporate Actions Projects
Bristol
BS99 6AH
The Election once made is irrevocable.
In the event that the planned NYSE listing date is delayed
(causing an extension to the election period), or cancelled, an
announcement will be made via the Regulatory News Service.
If you are in any doubt as to this document or the action you
should take, you should seek you own advice from an appropriately
authorised stockbroker or other professional adviser. You should
read the Notes at the end of this letter in full. Shareholders
should also read the further relevant information that can be found
on Burford's website at
https://www.burfordcapital.com/shareholders/governance/#USlisting
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any ordinary shares or other
securities of Burford.
Yours sincerely
For and on behalf of
Burford Capital Limited
Notes:
([1]) Mechanically, following an Election, Burford will replace
the direct settlement of Burford's shares in CREST with a
depositary interest ("Security") to be managed by Computershare UK,
who will act as an intermediary and depositary under the
appointment of Burford. For shares that are already held in
uncertificated form in CREST, there will be no perceptible
difference in trading on AIM following an Election other than the
International Securities Identification Number ("ISIN") changing.
For shares that are currently held in certificated form, an
Election will result in your current holding of Burford shares
being transitioned to an uncertificated Security under a new ISIN,
GG00BMGYLN96 on or about the effective date (which is currently
anticipated to be 19 October 2020).
For further information, please contact:
Burford Capital Limited
Jim Kilman, Chief Financial Officer +1 917 985 9840
Robert Bailhache, Head of Investor Relations, +44 (0)20 3530
EMEA and Asia - email 2023
Jim Ballan, Head of Investor Relations, Americas +1 (646) 793
- email 9176
Numis Securities Limited - NOMAD and Joint +44 (0)20 7260
Broker 1000
Huw Jeremy (NOMAD)
Charlie Farquhar / Jonathan Abbott (Joint Broker)
+44 (0)20 7029
Jefferies International Limited - Joint Broker 8000
Graham Davidson
Tony White
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 London Stock Exchange, and it works with law firms and
clients around the world from its principal offices in New York,
London, Chicago, Washington, Singapore and Sydney.
For more information about Burford: www.burfordcapital.com
This release does not constitute an offer of any Burford fund.
Burford Capital Investment Management LLC ("BCIM"), which acts as
the fund manager of all Burford funds, is registered as an
investment adviser with the U.S. Securities and Exchange
Commission. The information provided herein is for informational
purposes only. Past performance is not indicative of future
results. The information contained herein 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 the funds). Any such offer or solicitation may be made
only by means of a final confidential Private Placement Memorandum
and other offering documents.
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END
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