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BUR Burford Capital

Discussion in 'General Share Chat (BUR)' started by Mongoose82, Jul 27, 2016.

  1. Groucho

    Groucho Member

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    4E95191F-722D-4B99-BE36-039281394A11.jpeg
    City AM 12/02/2020
     
  2. Groucho

    Groucho Member

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    27 February 2020


    BURFORD CAPITAL ANNOUNCES PROPOSED DIRECTORS AND FURTHER BOARD UPDATES


    Burford Capital Limited ("Burford Capital" or "Burford" or "the Company"), the leading global finance and investment management firm focused on law, today provides a further update on its plans with respect to its Board composition.


    New director appointments


    Burford intends to propose the election of the following three new directors for shareholder consideration at its forthcoming AGM on 13 May 2020, all of whom have agreed to serve. If elected, the new directors would join the Board immediately. As previously disclosed, David Lowe will be retiring from the Board at the 2020 AGM.


    · Robert Gillespie (64) was most recently the Director General of the UK Takeover Panel. He had a lengthy career as an investment banker, spending more than 25 years at UBS and its predecessors in a range of senior positions including Vice Chairman; Chief Executive Officer, EMEA; and Joint Global Head of Investment Banking, while also serving on the Group Managing Board and the Management Committee for many years. Mr Gillespie started his career as a Chartered Accountant at Price Waterhouse. He is currently a director of Royal Bank of Scotland plc, NatWest Holdings Ltd and Ulster Bank Ltd and is the Chairman of Boat Race Company Ltd. Robert is also a Director of Social Finance Limited. He has previously served as a director of Citizens Financial Group and, with particular relevance to Burford'sbusiness, Ashurst LLP, the law firm, and as Chairman of Somerset House Trust and the Council of Durham University, from which he graduated with a degree in economics.


    · John Sievwright (65) is the former Chief Operating Officer - International of Merrill Lynch. Mr Sievwright had a 20-year career with Merrill Lynch with a range of global leadership positions, including Chief Operating Officer - Global Markets and Investment Banking; President and Chief Operating Officer, Merrill Lynch Japan; and Head of Global Futures and Options (during which time he also served as the President of the Futures Industry Association). Prior to Merrill Lynch, Mr Sievwright held finance and accounting functions at Bankers Trust and the Bank of Tokyo. He began his career as an auditor at Ernst & Young and qualified as a Chartered Accountant. He has an MA in Accountancy and Economics from the University of Aberdeen. Mr Sievwright also serves as a trustee and Chairman of the Audit Committee for a number of Aberdeen Standard Investments funds, and has previously served as the senior independent director and Chairman of the Audit and Risk Committee at ICAP plc (now NEX Group plc) and the senior independent director and Chairman of the Audit Committee of FirstGroup plc.


    · Christopher Bogart (54) serves as Burford's Chief Executive Officer and is one of Burford's founders. Mr Bogart also serves as a Director or Chief Executive Officer of a number of Burford subsidiaries and affiliates.1 He has previously held several senior executive positions at Time Warner, including Executive Vice President & General Counsel of Time Warner Inc. and Chief Executive Officer of Time Warner Cable. He has also served as the Chief Executive Officer of Churchill Ventures Limited and the Chief Executive Officer of Glenavy Capital LLC. He started his legal career as a litigator at Cravath, Swaine & Moore. He is a member of the Board of Overseers of the RAND Institute for Civil Justice, a member of the Board of Trustees of Hackley School, Chairman of the Zoning Board of Appeals of Briarcliff Manor, New York, a member of the Board of Advisors of New York City's Legal Aid Society, and a member of the Board of Directors of the Association of Litigation Funders of England & Wales. He graduated with distinction from the Faculty of Law of the University of Western Ontario, where he was the gold medalist, and served as a law clerk to the Chief Justice of Ontario.


    Messrs Gillespie and Sievwright are both independent of Burford and have no prior connections to the Company of any kind; both were introduced to Burford by Korn Ferry. Mr Bogart is not independent.


    Both Messrs Gillespie and Sievwright are qualified to serve on the Audit Committee and both will be appointed to it, resulting in a majority of the Audit Committee immediately being composed of new directors.


    Burford is sensitive to the fact that its Board will remain, with these new appointments, entirely male, which is not our desire and is inconsistent with the significant level of gender diversity in the business. In fact, Burford approached a number of potential women directors as part of its nominating process, but the suitably qualified female candidates that Burford identified were unable to accept the appointment for a variety of reasons, including conflicts and capacity. Burford will use its best efforts to ensure that its 2021 appointment discussed below will be a woman.


    Except as disclosed in this announcement, no other disclosures are required in respect of the appointment of Messrs Gillespie, Sievwright and Bogart under paragraph (g) of Schedule Two of the AIM Rules for Companies.


    Burford is grateful for the assistance of Korn Ferry's board practice group in this extensive process.


    Chairmanship


    As previously announced, Sir Peter Middleton GCB, Burford's Chairman, will step down and resign from the Board at Burford's2021 AGM. At that time, Steve Wilson, presently the Deputy Chairman whose current term as a director expires at the 2021 AGM, will be nominated for a further three-year Board term and assuming his re-election will be appointed Chairman. Mr Wilson would serve as Chairman for three years and then retire from the Board at the 2024 AGM.


    Mr Wilson (72) is uniquely qualified for this role at Burford and represents the rare combination of world-class legal and investment acumen that is critical to Burford's business. Mr Wilson spent more than 30 years at Latham & Watkins, one of the world's largest law firms, where he was Co-Head of Latham & Watkins' Global Mergers and Acquisitions Practice Group, Chairman of the National Litigation Department and Chairman of the Mergers and Acquisitions Litigation Practice Group. He then spent eight years as Managing Partner at Tennenbaum Capital Partners, a multi-billion-dollar credit and special situations investment firm since acquired by BlackRock, and remains a Senior Adviser to the firm. He earned his Master of Laws degree from Harvard Law School and his JD from the University of Chicago Law School. Mr Wilson has served as Burford's Deputy Chairman since Burford's founding in 2009 and chairs Burford's Remuneration and Nomination Committees.


    Although Burford is not subject to the UK Corporate Governance Code, it is nonetheless sensitive to the Code's corporate governance framework and is aware that Mr Wilson's length of service on the Burford board would ordinarily disqualify him from being appointed Chairman under the Code. However, the Code explicitly provides for an exception for effective succession planning which we believe would be relevant here were the Code to be applicable.


    Burford began its existence by going public and raising capital. Burford did not have an operating business prior to its IPO in late 2009 and the industry in which it operated was nascent at best. Thus, much of Burford's activity during the past decade has consisted of developing its current operating business and expanding its industry, which it leads. Burford's non-executive directors were key participants in that successful undertaking and developed a deep understanding of Burford's business given their roles in helping to build it from scratch. Burford also operates as an industry of one when it comes to larger public companies, and there is not a wide pool of talent available with relevant experience. In Burford's view it was clearly the correct decision to retain its original slate of directors throughout its formative years as opposed to have begun board rotation some years ago, which would have deprived the business of the accumulated knowledge and wisdom of its directors just as the business' growth was accelerating.


    Burford has now reached the stage in its development where the Board takes a more strategic and oversight role and less of an operational one, and where it is appropriate to begin rotating directors and adding new directors as to whom deep industry knowledge is less critical. However, we believe strongly that it would be a mistake to engage in wholesale turnover of the Board without a period of transition as contemplated by the Code, and we believe one term of Mr Wilson's Chairmanship is an appropriate period of transition.


    Audit Committee


    Presently, the Burford Audit Committee is composed of Charles Parkinson (Chairman, whose term ends at the 2020 AGM) and David Lowe (who is retiring at the 2020 AGM). As noted above, Messrs Gillespie and Sievwright will join the Audit Committee immediately upon their election to the Board, meaning that the Audit Committee will have a majority of new directors. However, we believe that the Audit Committee similarly requires a transition period, which we propose to create by having Mr Parkinson serve a further three-year term commencing at the 2020 AGM, following which he will retire from the Board.


    Further appointments


    Burford intends to continue to refresh its Board and expects to nominate a further new independent director prior to the 2021 AGM. Assuming that Burford obtains a US listing, we intend to present to shareholders some proposed amendments to our Articles, including a proposal to relax somewhat the residency requirements for directors and permit Burford to add another US director. If shareholders approve those amendments, we would then nominate a further new director from the US at or before the 2021 AGM.


    Board independence


    Burford's board currently and under its proposed future configurations satisfies the independence rules to which it is subject and also satisfies the independence and governance standards that would be applicable to Burford if it obtains a US listing.


    Burford is conscious that the UK Corporate Governance Code treats Messrs Middleton, Wilson and Parkinson as non-independent directors given their tenure on the Board and Mr Bogart as non-independent given his executive position. Despite not being subject to the UK Code, Burford recognizes investor interest in it as a governance benchmark; with the implementation of the above plans, Burford's Board would have the following composition and would be on a defined path to coming into compliance with the UK Code:

    9F76F78B-0E30-4671-B6B3-B1D627A6A498.jpeg

    As noted above in the general discussion of Board tenure, Burford believes that any more rapid progression to a majority-independent Board would have a detrimental impact on Burford's governance by depriving the Board of a period of transition with experienced directors whose cumulative knowledge and insight brings considerable value to the Company.


    Sir Peter Middleton GCB, Burford's Chairman, commented:

    "Burford's Board has worked extremely well together for the past decade, building a business that has gone from start-up to industry leader with hundreds of millions of dollars of annual income and a multi-billion-dollar portfolio. This is a natural time in the development of the business for Burford to begin to refresh its Board, but it is important that process happen methodically and with opportunity for transition. We believe the plan we have laid out accomplishes those objectives in a manner that is in the best interests of shareholders."



    1Paragraph (g) of Schedule Two of the AIM Rules for Companies requires disclosure of the names of companies and partnerships of which the director has been a director or partner at any time in the previous five years, indicating whether or not the director is still a director or partner. In respect of Mr Bogart, these comprise the following Burford group companies: BC Investment Pool GP, BC Investment Pool 2 GP, BCCB Limited, BCIM Strategic Value UGP II Limited, Burford Capital (UK) Limited, Burford Capital Holdings (UK) Limited, Burford Opportunity Fund UGP Ltd, Burford Capital Finance LLC, Burford Capital Global Finance LLC, Burford Capital LLC and Galia Investments LLC. Save as disclosed in this announcement, no other disclosures are required in respect of the appointment of Messrs Gillespie, Sievwright and Bogart under the AIM Rules for Companies.
     
  3. Groucho

    Groucho Member

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    2 April 2020


    BURFORD CAPITAL UPDATE ON LIQUIDITY STRENGTH AND COVID-19 IMPACT


    Burford Capital Limited ("Burford Capital" or "Burford" or "the Company"), the leading global finance and investment management firm focused on law, today provides an update on its strong liquidity position and the impact of the COVID-19 pandemic.


    In summary:

    · Burford's business has transitioned well to working remotely around the world

    · Burford expects the progress of some existing matters to slow although others remain on pace and the courts remain open

    o Unlike many business matters, litigation progress is not affected by economic conditions. The only effect, if there is any, on court and arbitration timetables will be due to actual COVID-19 impacts

    · In the short term, new business will inevitably slow, but in the longer term, economic disruption tends to generate litigation and thus potentially significant levels of new opportunities for Burford especially given corporate liquidity constraints

    · Burford's own liquidity is more than sufficient for its needs although to maximise future opportunity Burford will seek to husband liquidity (including by not recommending a final 2019 dividend)

    o $161 million of cash and cash management investments on hand

    o $180 million of shorter duration investments

    o $758 million of undrawn fund and sovereign wealth capital

    · Burford's draft annual report and accounts for FY2019 are well advanced but finalisation of the audit has been affected by COVID-19-related delays (and Burford is mindful of the announcements made by the UK regulators on financial reporting timetables including by the Financial Reporting Council ("FRC") and through the FCA's moratorium) and we have not yet agreed on a release date with Ernst & Young

    o We expect to release financial statements that are consistent with the guidance provided in our 3 February 2020 trading update


    Burford's business operations

    Burford has completed the transition to remote working across its business, with all of our offices closed until further notice. We have also suspended all business travel. Burford's business is designed to operate remotely and we have not experienced any significant difficulties with our new working arrangements. We have dispersed our executive team geographically to reduce risk, particularly with the outbreak ongoing in New York City. One of our employees is ill with COVID-19 as is the child of another but we have no indications of widespread sickness and our offices have now been closed for more than two weeks.


    Progress of existing litigation matters

    As a general matter, courts and arbitral tribunals remain in operation and continue to render decisions. Indeed, Burford received winning decisions in two matters in just the last two weeks, a smaller balance sheet case and a larger success in one of our legacy investment funds, Partners I, that when paid will unlock performance fees. We have also closed two new investments in the last week and are on pace to close a significant corporate monetisation shortly.

    Courts recognise the importance of the societal role they play and are trying valiantly to remain in operation notwithstanding the coronavirus. For example, the Lord Chief Justice of England and Wales has said that "it is of vital importance that the administration of justice does not grind to a halt".


    In general, the status of the courts (including arbitral tribunals) is as follows:

    · Courts are open to receive new filings in new and existing cases

    · Courts are continuing to hold hearings and non-jury trials, usually using video conferencing technology

    · Courts are continuing to issue decisions

    · Jury trials have been suspended

    · Pre-trial discovery requiring travel or in-person attendance (such as witness depositions) is being postponed


    The net result of this is that some cases will proceed in the ordinary course, especially those that are less dependent on witness testimony and do not require a jury trial, whereas other cases will inevitably experience some delay and disruption. Moreover, it is too soon to tell if macroeconomic conditions will reduce near-term settlement willingness by corporate defendants.

    Burford does not expect the delays to have a permanent negative impact on its business; unlike many other businesses, delay for us is simply deferral as opposed to loss of income, and indeed in many instances the risk of delay lies on our counterparty and not on Burford, with Burford's terms often increasing as time passes. However, it is reasonable to expect that cash proceeds from litigation resolutions will be lower in the near term as the courts work through these issues.


    Future opportunity: significant increase seen

    We are cognisant that the COVID-19 pandemic is greatly disrupting the global economy as well as people's lives and remain sensitive to that fact. Nonetheless, looking out at the longer-term, just as the global financial crisis of 2008-09 was followed by a large amount of litigation, Burford expects that the current global crisis and what is likely to be a time of economic pressure will result in a significant increase in the volume of large dollar litigation and arbitration matters in which Burford specialises and a corresponding increase in demand for Burford's services. Moreover, as businesses face liquidity challenges, Burford anticipates an increase in corporate monetisations of litigation positions. However, the short-term impact of COVID-19 and the logistical challenges of writing new business will likely result in a decrease in new commitments before we see an upswing in litigation.


    Ample liquidity

    Burford is in a strong liquidity position to meet the needs of its current commitments and its operating expenses.

    At 31 March 2020, Burford had $146 million in cash on its balance sheet and held a further $15 million in cash management investments, for a total liquidity figure of $161 million. The balance sheet also presently has $180 million invested in complex strategies matters, and with the average duration of those matters typically being less than one year, we expect a meaningful amount of that capital to be available to us as a source of liquidity.

    Moreover, Burford's assets regularly produce cash that is available for reinvestment. Last year, Burford generated more than $500 million in balance sheet cash receipts, more than four times the amount necessary to cover operating expenses and interest, leaving more than $350 million available for investment in new or ongoing matters. (Group-wide, Burford generated more than $1 billion in cash in 2019, showing the cash generative nature of Burford's business.) Moreover, while COVID-19 may cause some short-term delay, the generation of that cash is typically uncorrelated to economic conditions or market activity: courts don't stop deciding matters because the economy weakens.

    Burford also has access to a further $758 million in undrawn capital that has been committed by institutional investors in its investment funds and from its sovereign wealth fund arrangement.

    Without raising any incremental capital from any external source, Burford is thus capable of meeting its existing commitments and also continuing to grow its business. It may assist to provide some more granular information about Burford's liquidity needs and obligations under its current portfolio. At 31 December 2019, Burford had $829 million of undrawn commitments relating to core litigation finance, complex strategies and asset recovery matters on its balance sheet. However, of those commitments, only one-third are definitive (meaning that Burford's failure to fund as needed over time could cause adverse consequences), and the remainder are at Burford's discretion. Moreover, we have good visibility into the timing of draws on those commitments; while we ultimately have deployed an average of 89% of the commitments we have made to concluded assets, it can take years to get there. During each of the last three years, we deployed an average of only 15% of undrawn commitments outstanding at the end of the previous year. Based on that experience, Burford would normally expect to deploy approximately 15% of its undrawn commitments each year and could choose to deploy less than that by minimising its deployments on the two-thirds of its undrawn commitments that are discretionary.

    To be sure, there are likely to be so many opportunities for Burford in the next few years that to take advantage of all of the desirable ones may need more capital than Burford has access to at present, but just as investors recognised the desirability of Burford's relatively short duration and uncorrelated cash flows in the aftermath of the financial crisis, we expect them to do so once again, presenting us with future opportunities to raise external capital through both corporate debt issuance and private fund raises. But that is a question of expansion, not the maintenance of Burford's existing business. Burford is also taking steps to husband liquidity, detailed below, to enhance its ability to take advantage of those opportunities without access to new external capital.


    Annual report and accounts timing

    Burford's draft annual report and accounts for the year ended 31 December 2019 are well advanced and consistent with the guidance provided in our 3 February 2020 trading update. However, as Burford's auditors Ernst & Young adjust to all of their staff working and interacting remotely due to COVID-19 restrictions in the US and the UK it has not yet been practical to confirm a target date for the release of Burford's results as is also the case with many other companies. Burford is also mindful of the announcements made by the UK regulators on financial reporting timetables including by the FRC and through the FCA's moratorium.Burford has been working actively with Ernst & Young to address the logistical challenges being faced in this unusual situation and will advise its target release date as soon as this has been agreed with Ernst & Young.


    Actions to enhance liquidity further

    As noted, Burford sees a period of significant opportunity ahead to continue to make desirable investments and grow its business. While Burford is comfortable with its liquidity position, at the same time it believes that husbanding its cash for use in new investments is both desirable and the best path to attractive long-term returns for shareholders, particularly as access to external capital may be constrained in the near-term due to market conditions.

    Thus, Burford is taking a number of actions to husband liquidity and position the business for what we expect to be a busy next few years, including:

    · Burford's CEO and CIO have committed to use their entire 2019 bonuses, after tax, to purchase Burford securities in the market once the results for the year ended 31 December 2019 are disclosed. However, while we understand shareholder frustration around the volatility of our depressed share price, Burford has always been clear about the long-term nature of its business vision and does not intend to take short-term actions merely based on the share price. Thus, Burford does not believe it is in shareholders' long-term interests to engage in a corporate share buyback, and it does not intend to divert capital from its core business to buy back shares.

    · Burford believes in this period of opportunity with liquidity-constrained markets that applying all available cash to its business is in shareholders' best interests, and thus Burford intends, like many other companies, not to propose a final 2019 dividend and instead reallocate that capital to its financing business.


    Christopher Bogart, Burford's CEO, commented:

    "We are looking forward to sharing Burford's new annual report with shareholders, which is already substantially complete and contains significant enhancement in our disclosure about our operational performance, returns and assets. All of us are having to adjust to a new reality with COVID-19, just as the courts are, and while near-term delays will certainly occur in our business as well as in our financial reporting, we have a great deal of optimism about what the future holds as businesses face an environment that is both dispute-heavy and liquidity-constrained."
     
  4. Groucho

    Groucho Member

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    27 April 2020


    FULL YEAR 2019 RESULTS DISCLOSURE, EARNINGS CALL REGISTRATION AND PARTICIPATION DETAILS


    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 intends to disclose results for the twelve-month period ended 31 December 2019 on Tuesday 28 April 2020 at 7.00am (British Summer Time).


    The Company plans to hold a 2019 earnings webcast and conference call for investors and analysts at 2.00pm (British Summer Time) / 9.00am (Eastern Daylight Time) on Tuesday 28 April 2020.


    Investors and analysts are encouraged to pre-register for the earnings call to gain dedicated access via the following link: https://www.investis-live.com/burfordcapital/5e6113f2fe2c790a007aaf4e/kgfd.


    The dial-in number for the earnings call is +44 (0)20 3936 2999 / +1 646 664 1960 and the access code is 916118. To minimise the risk of delayed access participants who have not pre-registered are urged to dial in to the earnings call by 1.45pm (British Summer Time) / 8.45am (Eastern Daylight Time).


    The accompanying 2019 results presentation for investors and analysts will also be made available on the Burford Capital website: http://www.burfordcapital.com/shareholders/.

    Following the earnings call, a replay facility will be available until Tuesday 12 May 2020 by dialling +44 (0)20 3936 3001 / +1 845 709 8569 and using the replay access code 047970.
     
  5. Groucho

    Groucho Member

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    28 April 2020


    BURFORD CAPITAL REPORTS 2020 PORTFOLIO PROGRESS, STRONG 2019 GROWTH AND ROBUST CASH GENERATION


    Burford Capital Limited ("Burford Capital" or "Burford" or "the Company"), the leading global finance and asset management firm focused on law, todayannounces an update on its 2020 portfolio progress and its financial results for the year ended 31 December 2019, which are consistent with the guidance provided in our 3 February 2020 trading update. Burford's complete annual report and audited accounts, which are significantly expanded this year, are available at http://www.rns-pdf.londonstockexchange.com/rns/1232L_1-2020-4-28.pdf or the Burford website: www.burfordcapital.com.


    2020 Portfolio progress


    On 3 February 2020, Burford reported that it had achieved litigation successes that would trigger unrealized gains and, if ultimately affirmed and paid, would generate more than $150 million in Group-wide income and more than $100 million in balance sheet income.


    Since then, Burford has enjoyed further substantial successes in its portfolio. In the first four months of 2020 Burford has obtained court results or arbitral awards that, if paid in full, would generate substantial income and cash receipts:


    · Almost $800 million in Group-wide cash receipts and more than $450 million in balance sheet cash receipts


    · More than $500 million in Group-wide income and approximately $300 million in balance sheet income, against which less than $1.5 million had been realised through 31 December 2019 in balance sheet fair value gains


    · As a subset of the foregoing, more than $300 million in balance sheet cash receipts and $200 million in balance sheet income either in the form of arbitral awards or appellate court judgments from which further legal review is unlikely ("Final Matters"), and if not paid promptly will result in the creation of substantial unrealised gain or receivables while payment is awaited


    The expected cash receipts should provide a meaningful addition to Burford's already healthy cash liquidity to reinvest in new matters.


    The balance sheet numbers above do not include future balance sheet entitlement to performance fees on what would be more than $200 million in fund income, $150 million of which in Final Matters.


    It is noteworthy that, in just the first four months of 2020, Burford has seen several significant case successes that if ultimately affirmed and paid would generate meaningful profits and cash receipts. This is in keeping with our commentary in our annual report (at pages 54-55) about the unpredictability of the timing of outcomes but the ultimate delivery of performance.


    Risk remains in litigation until matters actually pay cash, and it is always possible that the anticipated income described above will be reduced by further court action, prepayment discounts or by agreement between the parties.


    2019 Financial highlights1


    · Sustained client demand for Burford's capital saw 29% growth in core litigation finance and asset recovery new commitments to $955 million (2018: $739 million)

    o Total commitments reached a new all-time high of $1.6 billion, up 19%

    o Deployments exceeded $1 billion for the third year in a row

    o Burford's portfolio grew to $4.2 billion (2018: $3.2 billion)


    · Burford generated more than $1 billion in cash in 2019, with $518 million on Burford's balance sheet (2018: $526 million)

    o Balance sheet cash receipts were more than 4x operating expenses and finance costs, leaving $397 million available for distribution or deployment into new legal finance assets


    · Return on invested capital in balance sheet core litigation finance portfolio rose from 85% to 93% for an IRR of 31%


    · Quiet second half for asset realisations drove lower Burford-only adjusted operating profit of $279 million (2018: $355 million) and lower profit after tax of $226 million(2018: $329 million); operating margin of 78%


    · Total Burford-only income was down 15% at $357 million (2018: $420 million)

    o As indicated in our 3 February 2020 trading update, net realised gains were $28 million lower than in 2018 (trading update range: $20-30 million lower) and net unrealised gains were $52 million lower than in 2018 (trading update range: $50-70 million lower)

    o Unrealised gains as a share of total income decreased to 52% (2018: 57%)


    · Over $200 million in balance sheet cash and cash management assets at year end 2019, plus $185 million in capital provision indirect assets with relatively short average lives, providing ample liquidity to manage COVID-19 environment


    · Burford's private funds saw total assets under management rise to $2.9 billion (2018: $2.5 billion), generating $26 million of income, up 65%, on AUM growth and $7.1 million of income from our sovereign wealth fund arrangement


    [1] Figures for total income, operating profit, profit before tax and profit after tax in this release exclude the impact of amortisation of the intangible asset, operating expenses incurred related to (i) one-time expenses related to equity and listing matters and (ii) case-related legal fees not included in asset cost, and third-party interests in consolidated entities, and are shown to assist understanding of the underlying performance of the Company.


    Sir Peter Middleton, Chairman of Burford, commented:


    "2019 was a year of contrasts, marked by the continued expansion of our business yet also by the disruption of a meritless short attack. Though our business fundamentals remained strong, investor confidence was dented, causing shareholders to urge changes to our governance. We responded by restructuring our Board, including nominating new directors, appointing a new CFO and reorganising our senior management, and announcing a plan to seek a dual share listing in the US. In addition, we have continued to increase and improve the transparency of our disclosure. I believe Burford will emerge stronger than ever, with a significantly increased capability to sustain its leadership of the global legal finance industry into the firm's second decade."


    Christopher Bogart, Chief Executive Officer of Burford, added:


    "Against the measure of success of growing Burford's business and generating substantial free cash, Burford had a spectacular year, and 2020 is off to a terrific start. We are the market leader in a rapidly growing industry with high and uncorrelated returns, and we expect meaningful demand for our services in light of the current economic disruption. We have significant cash on hand in addition to our proven cash generating capacity and access to hundreds of millions of dollars of fund capital to boot. And much as we share the world's distress at our current health crisis, the reality is that we expect its aftermath to be a time of significant demand for our services and a moment when uncorrelated cash flows are especially attractive."


    COVID-19


    Burford has provided at page 73 of its annual report an extensive discussion about the risks and opportunities to its business from the current COVID-19 pandemic and what we expect to be an ensuing economic downturn. In short, while the pandemic could well result in delays in the realisation of Burford's assets, those delays are timing rather than substantive and the risks to Burford's business are considerably less than many other companies, while also creating the likelihood of business opportunities going forward.


    Financial Summary


    A financial summary of Burford's results is set out below. As usual, this summary is presented without third-party interests in Burford's consolidated entities and after certain adjustments to assist in understanding the underlying performance of the Company.
    D8A1EF8D-1985-4439-9A3B-314AA865DA06.jpeg

    Investor and Analyst Conference Call


    Burford will host a conference call for investors and analysts at 2.00pm (British Summer Time) / 9.00am (Eastern Daylight Time) on Tuesday 28 April 2020.


    Burford encourages investors and analysts to pre-register for dedicated audio webcast access via:

    https://www.investis-live.com/burfordcapital/5e6113f2fe2c790a007aaf4e/kgfd.


    The dial-in number for the conference call is +44 (0)20 3936 2999 / +1 646 664 1960 and the access code is 916118.


    An accompanying presentation will be available on the Burford Capital website: http://www.burfordcapital.com/investors.


    A replay facility will be available until Tuesday 12 May 2020 by dialling +44 (0)20 3936 3001 / +1 845 709 8569 with the replay code 047970.


    Share issuance for LTIP awards


    In connection with the delivery of vested LTIP awards to employees the Company has allotted and issued 400,000 new Ordinary Shares of nil par value each in the capital of the Company (the "New Shares"). Application has been made to the London Stock Exchange plc for admission to trading of the New Shares on AIM ("Admission"). The Admission is expected to take place at 8.00am (British Summer Time) on 29 April 2020.


    Following admission of the New Shares the Company will have 219,049,877 Ordinary Shares of nil par value each in issue. There are no shares held in treasury. Therefore, following admission of the New Shares the total number of voting rights in the Company will be 219,049,877 (the "Voting Rights Figure"), and this Voting Rights Figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their voting rights interest, or a change to that interest, in the Company.


    Corporate calendar


    Burford will hold its AGM on 13 May 2020.


    Given (i) the delay in the release of Burford's FY 2019 results due to COVID-19; (ii) the continuing backlog of audit work; and (iii) the process associated with Burford's US listing , Burford anticipates releasing its interim results for the period ended 30 June 2020 later than usual, and perhaps as late as the latter part of September 2020. If Burford releases its interim results prior to obtaining a US listing, that would cause further delay in the listing process as the interim results will need to be incorporated into a revised registration statement.
     
  6. Groucho

    Groucho Member

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    The Petersen case – Burford’s stake in a high-profile claim against Argentina’s expro- priation of YPF – has a carrying value of $773m (£621m), including $734m of unrealised gains.

    Analysts at Peel Hunt noted that while the case has made up 85 per cent of unrealised gains to date, Burford would not have turned a profit in the past three years without it.

    Of equal interest was a theoretical defence for the participation of one of Burford’s
    managed funds in last year’s $100m private sale of a stake in Petersen, which management said could only have been done with the independent consent of the fund’s advisory committee.

    Analysts at Numis upgraded their forecasts to earnings of 124¢ a share for 2020 and 466¢ for 2021.

    We are also less convinced that Petersen is the slam-dunk asset some claim it to be. We remain neutral. - HOLD

    Investors Chronicle 01/05/2020
     
    Last edited: May 1, 2020
  7. Groucho

    Groucho Member

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    6 May 2020


    BURFORD CAPITAL STATEMENT ON AGM PROPOSALS


    Burford Capital Limited ("Burford Capital" or "Burford" or "the Company"), the leading global finance and asset management firm focused on law, today issued the following statement concerning the proposals circulated for consideration at its forthcoming AGM.


    As discussed in the Chairman's letter to shareholders, the primary purpose of the proposed amendments to the Articles and the Company's long-term incentive plan is to make them fit for purpose for Burford's anticipated US listing. There are a number of provisions in Burford's Articles, which have not been amended meaningfully since the Company's founding more than a decade ago as a listed fund, that are inconsistent with US practice. The Company has also used this opportunity to refresh the Articles to current Guernsey best practice as advised by leading counsel there.


    By moving to a dual listing, shareholders in both countries will need to find common ground to arrive at a mutually viable set of Articles for the Company. There are governance points that are commonplace in the UK that would not be typically seen in the US and vice versa. Rigid adherence to a UK market approach risks a situation where Burford's governance is too far afield from US norms for a US listing to be viable.


    Burford developed the proposed amended Articles through a consultation process involving leading counsel in London, New York and Guernsey, with an effort to reach a set of Articles viable for shareholders in all jurisdictions. Burford explains below the background to certain points raised by ISS and Glass Lewis (without any prior consultation with the Company), and also sets out one modification to the LTIP proposal.


    The Board strongly recommends a vote in favor of the resolutions proposed at the AGM.


    LTIP


    The Company withdraws the proposed amended section 3.4 of the Plan Rules that has attracted negative commentary from ISS and Glass Lewis. While the proposed changes are commonplace in US practice, it is not vital to accommodate that practice on this occasion. The Company has amended the LTIP documents on its website to reflect that no changes shall be made to the existing LTIP approach in this regard.


    Neither ISS and Glass Lewis nor shareholders have identified any other concerns with the proposed LTIP amendments and thus the Company assumes that ISS and Glass Lewis will modify their voting recommendation to support the proposed amendments.


    Articles


    It is the Company's view that the proposed amendments to the Articles, viewed holistically, improve the Company's governance and provide additional significant protections to shareholders. For example, Burford is proposing to eliminate its staggered Board and move to annual elections of all directors. Burford has also modernized the Articles in numerous other ways, including specifically authorizing shareholder proposals to be raised at AGMs and permitting shareholders to nominate candidates for directorships.


    ISS has not, however, weighed either the net consequence of the amendments nor their impact on the US listing, and has instead taken issue with four specific points from a purely UK perspective, as to which we comment here. Notably, Glass Lewis does not share ISS' concerns and has recommended a vote in favor of the amendments to the Articles.


    1. While not acknowledging the governance benefit of the elimination of the Company's staggered board (a US governance imperative), ISS objects to the possibility of annual director elections occurring on a slate instead of an individual basis. To be clear, the Company does not intend to make use of slate-based elections but having the option to do so is essentially the quid pro quo of moving away from a staggered board.

    2. ISS applies UK law to object to the notice period for calling shareholder meetings, but the notice period set forth in the Articles of ten days is (i) pursuant to and consistent with Guernsey law, which governs Burford, and (ii) the same as it is presently in the current Articles. The amendment merely adds the word "calendar" given US practice in needing to define the number of days as "calendar" or "business". This is an inappropriate objection to something the substance of which is not changing in the Articles.

    3. The Company has proposed the removal of an obsolete limitation on its borrowing powers in the Articles that dates to the period when Burford was a listed investment fund and focused on borrowing as a percentage of announced NAV. Burford is of course no longer a fund and is subject to borrowing limitations in its public debt, and does not pursue a highly leveraged strategy. It is inconsistent with US practice to include a borrowing limit in the Articles and this is a place where we suggest compromise is needed.

    4. The proposed Articles, in keeping with US practice, do not contain a limit on director compensation, and there are many other ways to address compensation overreach. Again, we suggest compromise is needed.


    At bottom, in deciding how to vote on the proposed amendments to the Articles, shareholders will need to decide (i) whether the incremental benefits and protections obtained outweigh these four points and (ii) the relative importance they place on a US listing. The Board strongly recommends a vote in favor to enable the US listing process to proceed without further delay.


    Director tenure


    Burford has set out a comprehensive plan for refreshing and rotating the board, along with a clear and definite transition schedule. That plan has received considerable shareholder support. However, ISS ignores that plan and also ignores the Company's governing law (Guernsey) and its adherence to the Guernsey Financial Sector Code of Corporate Governance, and Glass Lewis misstates the relevant Code, saying incorrectly that the Company elected to adopt the UK Corporate Governance Code. As a result, two directors are incorrectly classified as non-independent in both firms' reports when they are in fact independent under the Guernsey Code. Given that David Lowe is also retiring at the forthcoming AGM, the Company's clearly articulated transition plan would be materially disrupted if three of its four directors were to be summarily removed from the Board at the AGM next week as suggested by the voting recommendations.
     
  8. Groucho

    Groucho Member

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    15 May 2020



    BURFORD CAPITAL STATEMENT ON HIGH COURT DECISION ON ACCESS TO LSE TRADING DATA


    Burford Capital Limited ("Burford Capital" or "Burford" or "the Company"), the leading global finance and asset management firm focused on law, today released the following statement concerning the High Court's 104-page decision denying its application to obtain trading data from the London Stock Exchange.

    Burford has previously recounted its efforts to pursue claims for market manipulation following the August 2019 short attack against its shares. Burford retained a leading expert in the area of market manipulation, Professor Joshua Mitts of Columbia University, who was accepted by the Court as an expert whose work has also been presented to the US Securities and Exchange Commission and in other fora.

    Unfortunately, the Court, while acknowledging that Professor Mitts had presented expert analysis in which he opined "that market manipulation in the form of spoofing and layering caused an artificial decline in Burford's share price", decided that his conclusions were "speculative". The Court held: "In my judgment, the fully true statement is that it is impossible to determine from the data Prof Mitts reviewed whether any Share Order Events were or may have been manipulative; and any claim that there was market manipulation on 6 or 7 August 2019 by reference to Prof Mitts' data analysis is speculative." Of course, this is the conundrum: Without the trading data sought by Burford, it is impossible to prove market manipulation, which is why Burford brought its application in the first place on the basis of Professor Mitts' extensive expert analyses, which are available on Burford's website.

    To be clear, the Court did not decide whether or not market manipulation had occurred. That was not its function nor the purpose of the proceeding.

    The Court also held that even had it not concluded that Professor Mitts' expert evidence was speculative, it still would not have granted relief for a variety of policy reasons, including "a risk of damage to public confidence in the FCA as regulator".

    Burford's goal in this proceeding was to obtain access to the information needed to assist shareholders in bringing claims for market manipulation, which Burford continues to believe occurred. Without that information, Burford is unfortunately not in a position to advance shareholder claims further. While Burford believes the Court's judgment is flawed as a matter of law and deprives shareholders of redress, there is also a limit to the level of effort that it is sensible and appropriate for Burford to expend, and thus Burford does not intend to appeal the Court's ruling.
     
  9. Groucho

    Groucho Member

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  10. Groucho

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    How to trade bouncing Burford

    One stock that I am looking at is Burford Capital (BUR). Last August on our podcast (Trading Secrets, 1 August 2019), I warned that investors should be wary of this com- pany as the price action was suspect.

    Looking at Chart 1, we can see how the chart had kept putting in lower highs, and had not been able to break out. The stock heavily sold off twice on good results (a clear sign of institutional selling), and had strug- gled to make a new high for over a year at the time. The stock then began to trend below all
    its moving averages, which is often a bear- ish warning.
    If a stock is not showing strength, there’s usually a reason behind it – we may not know what it is, but it’ll be revealed to us even- tually.

    Take minnow Be Heard Group (BHRD), which was up over 70 per cent by 11am one day earlier this week. The price failed to break 0.5p, and less than an hour later an RNS appeared stating a possible offer at 0.5p. Coincidence? I think not.

    I said I would take a short position in Burford if the price broke down through
    the support line drawn on the chart. It did break down, but sadly I was unable to get any borrow to short the stock – an odd situa- tion given that at the time the company was a multi-billion-pound capitalised company. It’s easy to say with hindsight that I should have tried harder and pushed some of my brokers to take the trade, but in this business one is always learning. Given the hundreds of discre- tionary decisions a trader is faced with daily it’s no surprise that mistakes are inevitable – we live and learn. However, making the same mistake over and over without doing anything about it is the biggest mistake we can make.

    As it turned out, Carson Block of Muddy Waters Research declared a short position on Burford, which promptly sunk the stock from around 1,400p to a low of just under 400p. This was completely unexpected for me, but technical analysis had provided the warning signs. There were several red flags that alerted investors that perhaps they should be taking money off the table.
    In recent weeks, Burford appears to have been building a base, though. It’s side- stepped another pop from Muddy Waters, showing that perhaps the stock’s fortunes may be changing.

    When looking to go long on stocks that have fallen heavily, I want them to at least have made a significant move from the lows. In Burford’s case, this low was 250p, and so at 500p this is 100 per cent above the low. I entered Burford as it breached the 150-day exponential moving average (EMA) – we can see that the price tested this several times, before running up to 600p and resistance.

    I am out of the stock for now (in uncertain markets, nailing down profits into strength is a good habit), but I want to re-enter Burford should it break 600p. This would give me confirmation that the stock is being bought on dips and buyers are pushing the price higher. Uptrending stocks continuously offer breakout opportunities; if you find a strong uptrending stock, then it can pay to keep it on your watchlist.

    The story is far from over at Burford, though – and the implications are significant. Last month, its application to obtain trading data from the London Stock Exchange was rejected. The company wanted to investigate market manipulation of the stock in the period that it was being shorted. Whether or not you believe the stock was manipulated, the deci- sion itself is important. Despite Burford bring- ing in an expert, it was denied, with the judge commenting that allowing the application would indicate regulators weren’t able to spot market manipulation, which would in turn encourage more market manipulation.

    Unfortunately, for private investors, at least – not so much the high-frequency trad- ing firms, it seems as though protecting the Financial Conduct Authority’s reputation is more important than the regulation of the market itself. It’s hard to imagine confidence in the regulator being undermined further, but this judgment managed it.

    471146B5-BC14-4DB8-9005-CBA03422D6B7.jpeg 01786EA1-6253-4B8A-85B1-9407D7AD552F.jpeg
    Michael Taylor - Investors Chronicle 12/06/2020
     
  11. Groucho

    Groucho Member

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    7 July 2020


    BURFORD CAPITAL FILES FOR US STOCK EXCHANGE LISTING

    WITH US SECURITIES AND EXCHANGE COMMISSION


    Burford Capital Limited ("Burford Capital" or "Burford" or "the Company"), the leading global finance and asset management firm focused on law, today announced that it has filed a registration statement on Form 20-F with the US Securities and Exchange Commission ("SEC") in order to list its ordinary shares for trading on a US stock exchange in addition to their current UK listing on London Stock Exchange AIM. As stated previously, Burford does not intend to issue new shares in conjunction with the proposed US listing.

    Burford's filing is confidential and commences a SEC review process of indeterminate length but is commonly a multi-month undertaking.

    Burford will now need to enter into a period where it is entirely unable to comment on the status or progress of the SEC review or US listing. Absent a development requiring a public announcement, Burford does not expect to update the market on business progress during the summer. Moreover, in light of the SEC review process, the Company confirms its prior indicative disclosure on 28 April 2020 that it does not expect to release its interim financial results for the six months ended 30 June 2020 until September on a date that will also not be announced until shortly before the release.

    Burford has been represented in the US listing process by Cravath, Swaine & Moore LLP, with advice on English law from Freshfields Bruckhaus Deringer LLP and advice on Guernsey law from Ogier (Guernsey) LLP.
     

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