As filed with the Securities and Exchange Commission on September 13, 2021.

 

Registration No. 333-

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

Form S-8 

REGISTRATION STATEMENT 

UNDER 

THE SECURITIES ACT OF 1933

 

 

 

BURFORD CAPITAL LIMITED 

(Exact name of registrant as specified in its charter)

 

Guernsey
(State or other jurisdiction of
incorporation or organization) 		N/A
(I.R.S. Employer Identification Number)

 

 

 

Oak House, Hirzel Street 

St. Peter Port GY1 2NP, Guernsey 

(Address of Principal Executive Offices, including Zip Code)

 

 

 

BURFORD CAPITAL LIMITED 2021 NON-EMPLOYEE DIRECTORS’ SHARE PLAN 

(Full title of the plan)

 

 

 

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711 

(Name and address of agent for service)

 

(302) 738-6680 

(Telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Mark N. Klein 

General Counsel
350 Madison Avenue
New York, New York 10017
Telephone: 212-235-6820

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x  
Smaller reporting company ¨ Emerging growth company x    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of securities
to be registered 		  Amount to be
registered(1) 		    Proposed
maximum offering
price per share 		    Proposed maximum
aggregate
offering price 		    Amount of
registration fee 		 
Ordinary shares, no par value   250,000     $11.43(2)   $2,857,500.00     $311.75  

 

(1)   This registration statement (this “Registration Statement”) also covers an indeterminate number of additional ordinary shares, no par value (the “Shares”), of Burford Capital Limited (“Burford” or the “Registrant”) that may be issued upon any stock split, stock dividend or other similar transaction in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
   
(2)   Estimated pursuant to Rule 457(h) and (c) under the Securities Act solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for a Share on the New York Stock Exchange on September 9, 2021 ($11.43)

 

 

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

ITEM 1. PLAN INFORMATION.

 

All information required by Item 1 of Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

 

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

 

All information required by Item 2 of Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The following documents filed with or furnished to the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the Registrant are incorporated in this Registration Statement by reference and shall be deemed to be a part hereof:

 

(a) The Annual Report on Form 20-F of Burford for the year ended December 31, 2020 (Commission File No. 001-39511);

(b) Report on Form 6-K of Burford, and the exhibits thereto, filed on April 6, 2021 (debt issuance);

(c) Exhibit 99.1 to the Report on Form 6-K of Burford filed on September 9, 2021; and

(d) The description of Burford’s Shares, which is contained in the registration statement on Form 20-F filed pursuant to Section 12 of the Exchange Act on September 11, 2020, including any amendment or reports filed for the purposes of updating such description.

 

The following documents subsequently filed or furnished by Burford with or to the Commission after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities offered hereby have been sold, or which deregister all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement:

 

  · reports filed under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; and
     
  · reports furnished on Form 6-K that indicate that they are incorporated by reference in this Registration Statement.

 

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 4. DESCRIPTION OF SECURITIES

 

Not applicable.

 

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

 

Not applicable.

 

 

 

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

Except as described below, there is no provision of Burford’s Articles of Incorporation or Burford’s Memorandum of Incorporation or any contract, arrangement or statute, under which any director or officer of Burford is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such.

 

In summary, Article 37 of Burford’s Articles of Incorporation provides that:

 

  (a) to the extent permitted by the Companies (Guernsey) Law, 2008 (the “Companies Law”), any director, alternate director, secretary, resident agent, other officer or auditor of Burford, and their respective heirs and executors (each, an “Indemnified Person”) shall be fully indemnified against all actions, suits, proceedings, expenses and liabilities (“Indemnification Matters”) which they or their respective heirs or executors may incur by reason of any contract entered into or any act or omission in or about the execution of their respective offices or trusts, except such (if any) as would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to Burford;

 

  (b) Burford shall pay the expenses (including lawyers’ fees) actually and reasonably incurred by an Indemnified Person in defending any Indemnification Matter in advance of its final disposition, upon receipt of a written undertaking by or on behalf of such person to promptly repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under paragraph (a) above or otherwise. Payment of such expenses actually and reasonably incurred by such person, may be made by Burford, subject to such terms and conditions as the directors in their discretion deem appropriate;

 

  (c) the directors of Burford are empowered to purchase and maintain insurance (including, subject to applicable law, from an associated company or any of Burford’s subsidiary undertakings from time to time) for the benefit of a person who is or was a director, alternate director, secretary, resident agent, other officer or auditor of Burford or of a company which is or was a subsidiary undertaking of Burford or in which Burford has or had an interest (whether direct or indirect), indemnifying against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by Burford.

 

In summary, the Companies Law provides that:

 

  (a) pursuant to section 157(1) of the Companies Law, any provision that purports to exempt a director from any liability in connection with any negligence, default, breach of duty or breach of trust in relation to a Guernsey company is void;

 

  (b) pursuant to section 157(2) of the Companies Law, any provision by which a Guernsey company directly or indirectly provides an indemnity for a director of the company or an associated company, against any liability in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director is void, except that such section:

 

  · does not prevent a Guernsey company from purchasing and maintaining for a director of the company, or any associated company, insurance against any such liability (see section 158 of the Companies Law); and

 

  · does not apply to a qualifying third-party indemnity provision (see section 159 of the Companies Law). Section 159(2) of the Companies Law provides that “third party indemnity provision” means provision for indemnity against liability incurred by a director to a person other than the company or an associated company; and such provision does not provide any indemnity against: (i) any liability of the director to pay (A) a fine imposed in criminal proceedings, (B) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (ii) any liability incurred by the director, (A) in defending criminal proceedings in which he or she is convicted, (B) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him or her, or (C) in connection with an application for relief under section 522 of the Companies Law in which the Royal Court of Guernsey refuses to grant him or her relief.

 

 

 

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

 

Not applicable.

 

ITEM 8. EXHIBITS.

 

(a) The following exhibits are filed with or incorporated by reference into this Registration Statement:

 

Exhibit
Number 		  Description
4.1   Articles of Incorporation (incorporated by reference to Exhibit 1.1 to the Registrant’s Registration Statement on Form 20-F filed September 11, 2020)
     
4.2   Memorandum of Incorporation (incorporated by reference to Exhibit 1.2 to the Registrant’s Registration Statement on Form 20-F filed September 11, 2020)
     
*4.3   Burford Capital Limited 2021 Non-Employee Directors’ Share Plan
     
*5.1   Opinion of Ogier (Guernsey) LLP
     
*23.1   Consent of Ernst & Young LLP
     
*23.2   Consent of Ogier (Guernsey) LLP (included in Exhibit 5.1)
     
*24   Powers of Attorney (included as part of the signature pages attached hereto)

 

 

* Filed herewith.

 

ITEM 9. UNDERTAKINGS.

 

(a) The Registrant hereby undertakes:

 

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

 

 

 

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 13, 2021.

 

  BURFORD CAPITAL LIMITED,
   
    By: /s/ Charles Parkinson
      Name: Charles Parkinson
      Title: Authorized Person

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark Klein his true and lawful attorney-in-fact and agent with full powers of substitution to sign on his behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments (including post-effective amendments) to this Registration Statement as Mr. Klein deems necessary or advisable in order to effect registration under the Securities Act of 1933 such dollar amounts, number of shares or plan interests as he shall determine to be reasonably necessary to register up to the maximum dollar amount, number of shares or plan interests that are issuable pursuant to the share plan arrangements offered by Burford Capital Limited and its subsidiaries, as from time to time approved by the Burford Capital Limited Board of Directors and its shareholders, including the Burford Capital Limited 2021 Non-Employee Directors’ Share Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name and Signature   Title   Date
         
/s/ Hugh Steven Wilson   Chairman of the Board of Directors   September 13, 2021
Hugh Steven Wilson        
         
/s/ Christopher Bogart   Chief Executive Officer and Director   September 13, 2021
Christopher Bogart   (Principal Executive Officer)    
         
/s/ Kenneth Brause   Chief Financial Officer   September 13, 2021
Kenneth Brause   (Principal Financial Officer)    
         
/s/ Charles E. Utley   Chief Accounting Officer   September 13, 2021
Charles E. Utley   (Principal Accounting Officer)    
         

/s/ Robert Gillespie   Non-executive Director   September 13, 2021
Robert Gillespie        
         
/s/ Andrea Muller   Non-executive Director   September 13, 2021
Andrea Muller        
         
/s/ Charles Nigel Kennedy Parkinson   Non-executive Director   September 13, 2021
Charles Nigel Kennedy Parkinson        
         
/s/ John Sievwright   Non-executive Director   September 13, 2021
John Sievwright        

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Burford Capital Limited, has signed this Registration Statement or amendment thereto in Delaware on September 13, 2021.

 

  PUGLISI & ASSOCIATES,
   
    By: /s/ Donald J. Puglisi
      Name: Donald J. Puglisi
      Title: Managing Director

 

 

 

 

Exhibit 4.3

 

BURFORD CAPITAL LIMITED

 

2021 NON-EMPLOYEE DIRECTORS’ SHARE PLAN

 

ARTICLE I
INTRODUCTION

 

1.1.            Name of Plan. The name of the Plan is the “Burford Capital Limited 2021 Non-Employee Directors’ Share Plan.”

 

1.2.            Purpose of Plan. The Plan is being established to attract, retain and compensate for service highly qualified individuals to serve as members of the Board of Directors of the Company, but not current employees of the Company or any of its affiliates, and to enable them to increase their ownership in the Company’s Ordinary Shares.

 

1.3.           Effective Date. The Plan shall be effective as of the date of the Burford Capital Limited 2021 Annual General Meeting, but only if the Plan is duly approved by shareholders at such meeting. If the shareholders do not approve the Plan, the Plan shall be of no effect.

 

ARTICLE II
DEFINITIONS

 

When used in capitalized form in the Plan, the following terms shall have the following meanings, unless the context clearly indicates otherwise:

 

Award. “Award” means an award under the Plan of Ordinary Shares, or an award based on Ordinary Shares, as set forth and as evidenced in an Award Agreement.

 

Award Agreement. “Award Agreement” means a written agreement with respect to an Award that is entered into and delivered to a grantee and any amendment thereto.

 

Code. “Code” means the Internal Revenue Code of 1986, as amended.

 

Committee. “Committee” means the Compensation Committee of the Company’s Board of Directors.

 

Company. “Company” means Burford Capital Limited, an entity incorporated in Guernsey as a company limited by shares under registration number 50877.

 

Corporate Transaction. “Corporate Transaction” means a stock or share split, reverse stock or share split, stock or share dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, reclassification, combination, exchange of shares, split-up, spin-off, warrants or rights offering to purchase Ordinary Shares at a price substantially below fair market value, or other similar event.

 

Effective Date. “Effective Date” means May 18, 2021.

 

 

 

 

Fair Market Value. “Fair Market Value” means, in relation to Ordinary Shares on any day, the average of the opening and closing per share sales price of the Ordinary Shares as reported on the New York Stock Exchange for such date or, if there were no sales on such date, on the closest preceding date on which there were sales of Ordinary Shares, or any other price or prices (including a mean of such prices) of Ordinary Shares as reported on such securities exchange as determined by the Committee in its discretion (subject to compliance with applicable laws, including applicable tax laws and the rules of the applicable securities exchange);

 

Non-Employee Director. “Non-Employee Director” means a member of the Board of Directors of the Company who is not an employee of the Company or any of its affiliates.

 

Ordinary Shares. “Ordinary Shares” means ordinary shares of no par value in the Company.

 

Plan. “Plan” means this Burford Capital Limited 2021 Non-Employee Directors’ Share Plan, as set forth herein and as it may be amended from time to time.

 

Share Dealing Code. “Share Dealing Code” means the Company’s code on share dealing as in force from time to time.

 

UK MAR. “UK MAR” means the European Union (Withdrawal) Act 2018 (as amended), as supplemented by The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) as amended from time to time.

 

ARTICLE III
ELIGIBILITY

 

3.1.            Eligibility. An individual who is a Non-Employee Director on or after the Effective Date shall be eligible to participate in the Plan.

 

ARTICLE IV
SHARES AVAILABLE AND LIMITS ON AWARDS

 

4.1.            Number of Shares Available.

 

(a)             Subject to Section 4.2, below, an aggregate of 250,000 Ordinary Shares is authorized for issuance under the Plan pursuant to Awards over the Plan’s ten-year term, with no more than 50,000 Ordinary Shares being issued in any calendar year absent exceptional circumstances determined by the Committee such as the appointment of a new Chair or lead director. Such Ordinary Shares may be satisfied with unissued shares, treasury shares, or shares purchased on the open market.

 

(b)             The number of Ordinary Shares covered by an Award shall count against the limitations, as prescribed by subsection (a) above, on the number of Ordinary Shares available for award under the Plan only to the extent that such Ordinary Shares are actually issued and not terminated, lapsed, forfeited or canceled pursuant to subsection (c) below.

 

(c)             If an Award terminates, lapses or is forfeited or canceled or otherwise settled without the delivery of the full number of Ordinary Shares underlying the Award, then the Ordinary Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture, termination, lapse, cancellation, etc., shall again be, or shall become, available for issuance under the Plan.

 

 

 

 

4.2.            Adjustments. In the event of a Corporate Transaction, the number and kind of Ordinary Shares of the Company reserved and authorized for Awards under the Plan shall be adjusted accordingly in such manner as the Committee shall determine. All determinations made by the Committee with respect to adjustment under this Section 4.2 shall be conclusive and binding for all purposes of the Plan.

 

ARTICLE V
AWARDS

 

5.1.            The Committee shall have the authority to grant Awards at any time, and from time to time, to any one or more Non-Employee Directors in such number and having such terms, conditions and restrictions as are set forth in the related Award Agreement, subject to the terms of the Plan, as the Committee deems appropriate. Absent exceptional circumstances as determined by the Committee, each Award Agreement shall prohibit the sale of the Ordinary Shares granted thereunder for a period of three years after their issue, provided, however, that such prohibition shall cease to apply once a recipient is no longer serving as a Non-Employee Director.

 

5.2.            Except as provided in the Plan, no Non-Employee Director shall have any claim or right to be granted an Award under the Plan. Neither the Plan nor any action thereunder shall be construed as giving any Non-Employee Director any right to be retained in the services of the Company in any capacity.

 

ARTICLE VI
ADMINISTRATION, AMENDMENT, CESSATION OF SERVICE AND TERMINATION OF THE PLAN

 

6.1.            Administration. The Plan shall be administered by the Committee.

 

6.2.           Amendment and Termination. The Plan may be terminated or amended by the Committee or the Board of Directors as either deems advisable. No amendment may revoke or alter in a manner unfavorable to the grantees any Award then outstanding without the consent of the grantee, nor may the Committee or the Board of Directors amend the Plan without shareholder approval where the absence of such approval would cause the Plan to fail to comply with any requirement of any applicable law, regulation or securities exchange listing requirement. Shareholder approval shall be required for any amendment to the extent (and only to the extent) required by applicable law or an applicable rule or regulation (including rules of the exchange(s) on which Ordinary Shares or interests therein are traded).

 

6.3.           Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether such succession is the result of a direct or indirect purchase, merger, consolidation, or otherwise.

 

6.4.           Expiration of the Plan. No Ordinary Shares may be granted under the Plan after May 18, 2031.

 

 

 

 

ARTICLE VII
REGISTRATION AND TAXES

 

7.1.           Securities Law Restrictions. No Ordinary Shares may be issued in connection with an Award unless the issuance of such Ordinary Shares (a) has been registered as required under the Securities Act of 1933, as amended, (b) satisfies the requirements under applicable state “blue sky” laws, and (c) complies with all applicable foreign and domestic securities laws and listing requirements of the exchanges to which the Ordinary Shares are subject.

 

7.2.           Compliance with UK MAR. The grant of any Award and/or the issue or transfer of any Ordinary Shares in connection with an Award under the Plan shall be subject to the provisions of UK MAR and the Company’s Share Dealing Code and to obtaining any approval or consent required under the provisions of the Listing Rules published by the UK Listing Authority or the City Code on Takeovers and Mergers or of any such regulation or enactment appliable to such grant. Where the grant or realization of an Award or the issue or transfer of any Ordinary Shares under the Plan would be prohibited by law, by UK MAR, or the Company’s Share Dealing Code, the period during which Ordinary Shares may be allocated, issued or transferred shall not be treated as commencing, until such period of prohibition has ceased.

 

7.3.           Section 409A. The Plan shall be operated, administered, and interpreted consistently with the intent to be exempt from or to comply with the requirements of Section 409A of the Code and the regulations, interpretations and administrative guidance issued thereunder. If the Board or Committee determines that any provision of the Plan is or might be inconsistent with the restrictions imposed by Section 409A of the Code, the Plan shall be automatically amended to the extent that the Board or Committee determines is necessary to bring it into compliance with the requirements of Section 409A of the Code. No provision of the Plan or any Award Agreement shall be interpreted or construed to transfer any liability for a failure to comply with the requirements of Section 409A of the Code from a grantee or other individual to the Company, the Committee, or any other entity or individual affiliated with the Company or the Committee.

 

7.4.           Withholding. All Awards shall be subject to withholding for taxes to the extent (if at all) the Company determines is required by law. Withholding obligations may be satisfied by withholding Ordinary Shares with a value equal to the required amount of withholding. Regardless of the amount withheld or reported, the recipient of Ordinary Shares or cash in respect of an Award shall be solely responsible for all taxes (including interest and penalties) in respect of any Award (including imputed income).

 

ARTICLE VIII
GOVERNING LAW

 

8.1.           This Plan and any non-contractual obligations arising out of or in connection with this Plan shall be governed by, and interpreted in accordance with, English law. All disputes arising out of or in connection with the rules shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules shall be deemed to be incorporated by reference into this Plan. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law shall be the substantive law of England.

 

 

 

 

Exhibit 5.1

 

 

Burford Capital Limited (the Company)
Oak House

Hirzel Street
St Peter Port
GUERNSEY
GY1 2NP

  D  +44 1481 752312
  E  bryon.rees@ogier,com
   
  Ref:  BPR/MWB/TOB/156090.00038
    13 September 2021

 

Dear Sirs

 

2021 Non-Employee Directors' Share Plan (2021 NEDSP)

 

1 Request for opinion

 

1.1 We have acted as Guernsey legal counsel to the Company in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (the Form S-8), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act 1933, as amended (the Act) on or about the date hereof. The Form S-8 relates to the Company’s 2021 Non-Employee Directors' Share Plan (the 2021 NEDSP) and a certain number of ordinary shares of no par value in the capital of the Company which may be issued in connection with the 2021 NEDSP (each an NEDSP Share).

 

1.2 Unless otherwise defined, capitalised terms shall have the meanings given to them in the Rules (as defined below). References herein to a Schedule are references to a schedule to this opinion.

 

2 Document examined

 

2.1 For the purposes of giving this opinion, we have examined the corporate and other documents listed in Part A of Schedule 1 and conducted the searches referred to in Part B of Schedule 1.

 

2.2 We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

 

3 Assumptions

 

In giving this opinion we have relied upon the assumptions set out in Schedule 2 without having carried out any independent investigation or verification in respect of such assumptions.

 

Ogier (Guernsey) LLP
Redwood House
St Julian's Avenue
St Peter Port
Guernsey GY1 1WA

 

T +44 1481 721672
F +44 1481 721575
ogier.com

Partners
Martyn Baudains
Paul Chanter
Tim Clipstone
Craig Cordle
Simon Davies
Bryan de Verneuil-Smith
Gavin Ferguson
Matthew Guthrie

Alex Horsbrugh-Porter
Christopher Jones
Marcus Leese
Sandie Lyne
Catherine Moore
Mathew Newman
Bryon Rees

 

 

 

 

 

4 Opinion

 

On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:

 

(a) the Company is validly existing as a non-cellular company limited by shares and in "good standing" under Guernsey law; and

 

(b) each NEDSP Share which is issued in accordance with the Rules of the 2021 NEDSP pursuant to the valid vesting of any award which has not lapsed will be validly issued, fully paid and "non-assessable" provided that:

 

(i) such NEDSP Share is issued by the directors of the Company in accordance with the memorandum and articles of incorporation of the Company, the Companies (Guernsey) Law, 2008 (as amended) and the Rules;

 

(ii) (where relevant) any subscription price is paid in full; and

 

(iii) the name of the relevant shareholder(s) or their nominee(s) are entered into the register of members of the Company in respect of such NEDSP Share.

 

5 Limitations and interpretation

 

5.1 We offer no opinion:

 

(a) in relation to the laws of any jurisdiction other than Guernsey (and we have not made any investigation into such laws) and we express no opinion as to the meaning, validity, or effect of references in the 2021 NEDSP to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than Guernsey; or

 

(b) except to the extent that this opinion expressly provides otherwise, as to the terms of, or the validity, enforceability or effect of the Form S-8, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Form S-8 and any other agreements into which the Company may have entered or any other documents.

 

5.2 This opinion is limited to matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.

 

5.3 In this opinion:

 

(a) Good standing means that as at the date of this opinion, the Company was (i) duly incorporated on 11 September 2009 and is validly existing under Guernsey law; and (ii) that a search of the Public Records (as defined below) on the date hereof revealed no evidence of any orders or resolutions for the winding up or dissolution of the Company and no evidence of the appointment of any administrator or liquidator in respect of the Company or any of its assets.

 

(b) Non-assessable means, with respect to an NEDSP Share, that the liability of the registered holder of an NEDSP Share is limited to the amount unpaid on that NEDSP Share.

 

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6 Governing law and reliance

 

6.1 This opinion is:

 

(a) governed by and shall be construed in accordance with Guernsey law;

 

(b) limited to the matters expressly stated herein; and

 

(c) confined to and given on the basis of the laws and practice in Guernsey at the date hereof.

 

6.2 All references in this opinion to specific Guernsey legislation shall be to such legislation as amended to the date hereof.

 

6.3 We hereby consent to the filing of this opinion as Exhibit 5.1 to the Form S-8.

 

6.4 This opinion:

 

(a) may be used only in connection with the Form S-8 while the 2021 NEDSP is effective; and

 

(b) is given for your benefit and, with the exception of your professional advisers (acting in that capacity), it may not be disclosed to or relied upon by any person or used for any other purpose or referred to or made public in any way without our prior written consent.

 

Yours faithfully

 

Ogier (Guernsey) LLP

 

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Schedule 1

 

Documents examined

 

Part A

 

Corporate and other documents

 

1 A certificate signed by a director of the Company dated on or about the date hereof in the form attached hereto (the Director's Certificate) relating to certain questions of fact together with true and complete copies of the documents referred to therein, including the rules of the 2021 NEDSP, approved by resolution of a general meeting of the Company held on 18 May 2021 (the Rules).

 

2 The certificate of incorporation and any certificates of change of name of the Company appearing on the Public Records on the date of this opinion.

 

3 The memorandum and articles of incorporation of the Company dated 13 May 2020 appearing on the Public Records on the date of this opinion.

 

Part B

 

Searches

 

The public records of or relating to the Company on file and available for inspection on or visible through the registers maintained by the Registrar of Companies (the Companies Registry) and the office of HM Greffier on the date hereof (the Public Records).

 

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Schedule 2

 

Assumptions

 

1 All original documents examined by us are authentic and complete.

 

2 All copy documents, extracts and counterparts of documents provided to us (whether in facsimile, electronic or other form) conform to the originals of such documents and those originals are authentic and complete.

 

3 The signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine.

 

4 A meeting of the Company’s board of directors (or a duly authorised committee thereof) will be duly convened and held at which it will be resolved to authorise and issue any NEDSP Share that has not been so authorised as of the date hereof (a Board Meeting).

 

5 In resolving that the Company issue an NEDSP Share pursuant to the relevant resolution(s) in a Board Meeting or previous meeting of the Company's board of directors (or a duly authorised committee thereof):

 

(a) each of the directors of the Company was, or will be, acting in good faith with a view to the best interests of the Company and was, or will be, exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and

 

(b) the directors of the Company were complying, or will comply, with all relevant Guernsey legal requirements, including the solvency test under the Companies (Guernsey) Law, 2008 (as amended), and in issuing any NEDSP Share will comply, and will procure that the Company's registrar complies, with the memorandum and articles of incorporation of the Company and all relevant resolutions of the shareholders of the Company in force at the time of issue of such NEDSP Share;

 

6 None of the opinions expressed in this opinion will be adversely affected by the laws or public policies of any jurisdiction other than Guernsey. In particular, but without limitation, there are no provisions of the laws of any jurisdiction other than Guernsey, or any judgments, orders or judicial decision in any jurisdiction other than Guernsey, which would render the issue of an NEDSP Share illegal or ineffective.

 

7 The Director's Certificate and the documents referred to therein or attached thereto, and any factual statements made therein, are accurate and complete as at the date hereof.

 

8 The information and documents disclosed by our searches of the Public Records are accurate as at the date hereof and there is no information or document which has been delivered to the Companies Registry or the office of HM Greffier, or which is required by Guernsey law to be delivered, which was not included in the Public Records.

 

9 The Company has duly complied, remains compliant and at the time of admission of any NEDSP Share will comply with all requirements of any relevant stock exchange and any other applicable laws, rules and regulations of any jurisdiction other than Guernsey.

 

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Schedule 3

 

Qualifications

 

1 Information available in public registries in Guernsey is limited and, in particular, there is no publicly available record of charges or other security interests over the shares or assets of Guernsey companies (other than relating to real property situated in Guernsey, ships in respect of which title has been entered on the Registry of British Ships maintained in Guernsey and aircraft, aircraft engines and charges and priority notices related thereto, which have been entered in the Registers maintained in Guernsey pursuant to the Aviation Registry (Guernsey) Law, 2013).

 

2 The search of the Public Records referred to in this opinion is not conclusively capable of revealing whether or not an order or application has been made or a resolution passed for the winding up or dissolution of the Company or for the appointment of any administrator or liquidator in respect of the Company, as notice of these matters might not be filed with the Companies Registry or the office of HM Greffier immediately and, when filed, might not be available or visible immediately. In addition there is no officially approved litigation search which can be conducted. Records of matters which have gone through court depend entirely upon input by Greffe officials, so that there is a time lag which could also lead to an inaccurate report. Further, a search of the Public Records referred to above will not in any event indicate matters in respect of which a summons has been issued, but which has not had a hearing in either the Magistrate's Court or the Royal Court.

 

3 Where Public Records are available for inspection electronically we have not conducted a physical search of records held and have relied exclusively upon information and documents which were visible via such electronic inspection at the time of inspection.

 

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Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Non-Employee Directors’ Share Plan of Burford Capital Limited of our report dated March 24, 2021, with respect to the consolidated financial statements of Burford Capital Limited included in its Annual Report (Form 20-F No. 001-39511), filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP  
   
Guernsey, Channel Islands  
September 13, 2021