Intended Purchases of Ordinary Shares in Connection with the Deferred Compensation Plan

Rhea-AI Summary

Burford Capital has announced a new share repurchase program authorized by its board of directors on March 17, 2025. The program allows for the repurchase of ordinary shares up to $20.0 million in connection with the company's Deferred Compensation Plan obligations.

The program permits the acquisition of up to 21,864,608 ordinary shares under the authority granted at the May 15, 2024 annual general meeting. Shares acquired will initially be held in treasury and may be used for the company's short- and long-term incentive compensation, equity, and deferred compensation plans.

The repurchases will be conducted in the United States through open market transactions, subject to Rule 10b-18 requirements. The program starts immediately and will continue until either the general authority expires or the maximum amount is purchased. Burford maintains flexibility to modify, suspend, extend, or terminate the program without prior notice.

Positive

• Company implementing share repurchase program worth $20.0 million
• Shares will be used for employee compensation plans, helping attract and retain talent
• Flexible program structure allows company to adjust based on market conditions

Negative

• Share repurchase may reduce company's cash reserves by up to $20.0 million
• Program could potentially dilute existing shareholders when shares are reissued for compensation plans

Insights

Financial Analyst

Burford Capital's $20 million share repurchase program represents a significant capital allocation decision that serves multiple strategic purposes. This program, representing approximately 0.68% of Burford's current $2.94 billion market capitalization, is specifically designated to fulfill obligations under the company's Deferred Compensation Plan rather than being a traditional open-market repurchase aimed at returning capital to shareholders.

The structure of this repurchase program reveals important insights about Burford's compensation strategy and treasury management. By acquiring shares that will be held in treasury for future use in compensation plans, Burford is effectively pre-funding future employee compensation obligations while potentially benefiting from current share prices. This approach helps the company manage dilution that would otherwise occur if new shares were issued for compensation purposes.

The flexible implementation - with no minimum purchase requirement and the ability to modify or suspend the program - gives management significant discretion in execution. This flexibility allows Burford to opportunistically acquire shares at favorable prices while maintaining the option to preserve capital if market conditions change or other investment opportunities arise.

For a litigation finance firm where human capital is crucial, this structured approach to securing equity for compensation purposes signals the company's commitment to talent retention through equity participation, while demonstrating financial discipline in how these obligations are funded.

Corporate Governance Specialist

This share repurchase program reflects sophisticated treasury management within Burford's corporate governance framework. By operating under shareholder-approved authority from their May 2024 annual meeting, management is exercising delegated powers appropriately while maintaining clear boundaries on the maximum shares acquirable (21.86 million).

The specific linkage to the Deferred Compensation Plan distinguishes this from typical buybacks. Rather than simply reducing share count, Burford is strategically acquiring treasury shares that will eventually transfer to employees through compensation plans. This approach demonstrates alignment between shareholder interests and employee incentives while potentially offering tax efficiency compared to direct cash compensation.

The compliance with Rule 10b-18 provides important guardrails around the timing and volume of purchases, preventing market manipulation while allowing for necessary flexibility. The upper cap of $20 million provides fiscal discipline and accountability, ensuring management cannot exceed authorized limits.

This structured approach to equity-based compensation funding helps Burford maintain its distinctive position in the legal finance market where attracting and retaining specialized talent is important to competitive advantage. The treasury share mechanism also gives the board options in future compensation decisions without requiring additional shareholder approvals for each issuance, streamlining governance while maintaining appropriate oversight.

NEW YORK, March 17, 2025 /PRNewswire/ -- Burford Capital Limited ("Burford"), the leading global finance and asset management firm focused on law, today announces that, on March 17, 2025, Burford's board of directors authorized a share repurchase program for Burford's ordinary shares, no par value per share ("Ordinary Shares"), to repurchase up to a maximum aggregate amount of $20.0 million (the "Share Repurchase Program") in connection with Burford's future obligations under the Burford Capital Deferred Compensation Plan.

The aggregate number of Ordinary Shares that may be acquired pursuant to the Share Repurchase Program may not exceed 21,864,608 Ordinary Shares under the authority granted to Burford by the shareholders at the annual general meeting held on May 15, 2024 (the "General Authority"). The Share Repurchase Program will commence with immediate effect and will continue until the earlier of (i) the expiration of the General Authority and (ii) until the maximum aggregate amount has been purchased under the Share Repurchase Program. It is intended that Ordinary Shares acquired pursuant to the Share Repurchase Program will be initially held in treasury and, at Burford's sole discretion, may subsequently be used in connection with Burford's short- and long-term incentive compensation, equity, equity-based and deferred compensation plans, as the case may be.

Burford intends to make the acquisitions of Ordinary Shares under the Share Repurchase Program in the United States in accordance with, and subject to the limits prescribed by, the General Authority and Rule 10b-18 under the US Securities Exchange Act of 1934, as amended. Acquisitions of Ordinary Shares pursuant to the Share Repurchase Program will take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volume. The Share Repurchase Program does not require Burford to acquire any specific number of Ordinary Shares and may be modified, suspended, extended or terminated by Burford at any time without prior notice.

For further information, please contact:

Burford Capital Limited
For investor and analyst inquiries:
Americas: Josh Wood, Head of Investor Relations - email	+1 212 516 5824
EMEA & Asia: Rob Bailhache, Head of EMEA & Asia Investor Relations - email	+44 (0)20 3530 2023
For press inquiries:
David Helfenbein, Senior Vice President, Public Relations - email	+1 212 516 5824

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, D.C., Singapore, Dubai and Hong Kong.

For more information, please visit www.burfordcapital.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any ordinary shares or other securities of Burford.

This press release 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 press release is for informational purposes only. Past performance is not indicative of future results. The information contained in this press release is not, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities (including 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 press release contains "forward-looking statements" within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended, that are intended to be covered by the safe harbor provided for under these sections. In some cases, 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. Although Buford believes that the assumptions, expectations, projections, intentions and beliefs about future results and events reflected in forward-looking statements have a reasonable basis and are expressed in good faith, forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause Burford's actual results and events to differ materially from (and be more negative than) future results and events expressed, projected or implied by these forward-looking statements. Factors that might cause future results and events to differ include, among others, those discussed in the "Risk Factors" section of Burford's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the US Securities and Exchange Commission on March 3, 2025. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements contained in the periodic and current reports that Burford files with or furnishes to the US Securities and Exchange Commission. Many of these factors are beyond Burford's ability to control or predict, and new factors emerge from time to time. Furthermore, Burford cannot assess the impact of each such factor on its business or the extent to which any factor or combination of factors may cause actual results and events to be materially different from those contained in any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on Burford's forward-looking statements.

All subsequent written and oral forward-looking statements attributable to Burford or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date of this press release and, except as required by applicable law, Burford undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE Burford Capital Limited

FAQ

What is the maximum amount authorized for Burford Capital's (BUR) share repurchase program in 2025?

Burford Capital's share repurchase program is authorized for a maximum aggregate amount of $20.0 million.

How many shares can Burford Capital (BUR) repurchase under the March 2025 program?

The program allows for the repurchase of up to 21,864,608 ordinary shares under the General Authority granted at the May 2024 annual general meeting.

What is the purpose of BUR's 2025 share repurchase program?

The share repurchase program is intended to fulfill Burford's future obligations under its Deferred Compensation Plan, with acquired shares to be used for compensation and equity-based plans.

When will Burford Capital's (BUR) 2025 share repurchase program end?

The program will continue until either the General Authority expires or the maximum aggregate amount of $20.0 million has been purchased, whichever comes first.