Ruffer Investment Company Limited
14 July 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
RUFFER INVESTMENT COMPANY LIMITED
(a closed-ended investment company incorporated in Guernsey with registration
number 41996)
C share issue for up to75,000,000 C Shares at an Issue Price of 100p per Share
Introduction
The Board of Ruffer Investment Company Limited (the 'Company') announces that it
intends to raise up to £75 million by means of a placing and offer for
subscription of C Shares.
Background and reasons for the Issue
Ruffer Investment Company Limited was established in June 2004 with the
objective of achieving a positive total annual portfolio return of at least
twice the Bank of England base rate (4.5 per cent. as at 21 June 2004) by
investing in internationally listed or quoted equities or equity related
securities (including convertibles) or bonds which are issued by corporate
issuers, supra-nationals or government organisations. Based on the published NAV
of 112.4p as at 8 July 2005, being the first anniversary of the listing of the
Company, the total annual return on the portfolio (net of fees and expenses) was
15.2 per cent. compared to the return objective of 9.46 per cent., being twice
the time weighted Bank of England base rate over the period.
The NAV per Share has risen from 98p immediately after launch to 113.1p per
Share as at 12 July 2005. Since launch, the Share price has traded at a
consistent premium to the NAV per Share. As at 12 July 2005, the NAV per Share
was 113.1p compared to the closing middle market price of 115.5p, a premium of
2.12 per cent. In addition a dividend of 0.5p per Share was paid in respect of
the period ended 31 December 2004.
The Directors, following discussions with both the investment manager Ruffer LLP
and UBS Ltd and in light of this excellent performance, have decided to increase
the size of the Company through a C Share issue of up to 75 million shares to be
issued at 100p per Share. The C Shares will be converted into the existing
Shares of the Company on a net asset value to net asset value basis. The
conversion of the C Shares is expected to occur within one month of admission of
the C Shares to the Official List and will in any event occur once 80 per cent.
of the proceeds of the issue have been invested.
The Company's primary rationale for the fundraising is to grow the Company and
enhance long term returns for shareholders.
All the costs of the C Share issue, which will be fixed at 2 per cent. of the
proceeds of the issue, will be borne by the C shareholders. Enlarging the
Company will mean the fixed costs of operating the Company are spread across a
greater number of assets. Broadening the spread of shareholder investors within
the Company should add further diversification to the shareholder list and
provide a larger free float.
Annual General Meeting, Report and Accounts and Shareholder approval
The annual general meeting of the Company will be held in Guernsey on 23
September 2005. Shareholder approval for the issue will be sought at an
Extraordinary General Meeting immediately following the Annual General Meeting
('AGM'). The annual report and accounts of the Company for the first financial
year ended 30 June 2005 are expected to be dispatched to Shareholders, together
with formal notice of the AGM, on 1 September 2005.
The Placing and Offer for Subscription, which will not be underwritten, is
conditional, inter alia, upon the C Shares being admitted to the Official List
of the UK Listing Authority and to trading on the London Stock Exchange.
A prospectus for the C Share issue is expected to be published on 1 September
2005.
Substantial Shareholder
The Directors have become aware that discretionary clients of the investment
manager own 18,605,235 Shares, being approximately 37 per cent. of the issued
share capital. This gives rise to an issue under Rule 9 of the Code on Takeovers
and Mergers. Following the C Share issue, these discretionary clients will
collectively own less than 30% of the resulting voting share capital.
EXPECTED TIMETABLE
The Company anticipates formally launching the C Share issue and posting formal
documentation to shareholders to seek their approval for the issue on 1
September 2005. On that basis the expected timetable will be as follows:
2005
Declaration of dividend for year ended 30 June 2005 1 September
Ex-dividend date 7 September
Record date for dividend 9 September
Latest time and date for receipt of Placing commitments 5.00 p.m. on 22
September
Latest time and date for receipt of Application Forms under 5.00 p.m. on 22
the Offer for Subscription September
Annual General Meeting 23 September
Extraordinary General Meeting to approve issue 23 September
Results of Placing and Offer for Subscription announced 26 September
Dividend payment date 29 September
Dealings in C Shares issued under the Issue commence on the 29 September
London Stock Exchange
Crediting of CREST accounts pursuant to the Issue 29 September
Share certificates despatched week commencing 2 October
C shares expected to convert into Shares By end October
2005
14 July 2005
Enquiries:
Ruffer LLP
Jonathan Ruffer 020 7529 7900
UBS Limited
Charlie Ricketts 020 7568 4781
Will Rogers 020 7568 2939
This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Australia or Japan. This announcement does not constitute
an offer to sell or issue or the solicitation of an offer to buy or acquire C
Shares in the capital of Ruffer Investment Company Limited in the United States,
Canada, Australia or Japan or any jurisdiction in which such an offer or
solicitation is unlawful. The C Shares in Ruffer Investment Company Limited
referred to in this announcement have not been and will not be registered under
the Securities Act and may not be offered or sold within the United States
absent registration or an exemption from registration. No public offering of
securities will be made in the United States, Canada or Australia or Japan.
This announcement has been communicated by UBS Limited which is authorised and
regulated in the United Kingdom by the Financial Services Authority and does not
constitute an offer to sell or a solicitation of an offer to purchase any
securities. The price of shares and the income from them may go down as well as
up and investors may not get back the full amount invested on disposal of the
shares. There is no guarantee that the market price of shares in Ruffer
Investment Company Limited will fully reflect their underlying NAV.
UBS Limited is acting exclusively for Ruffer Investment Company Limited and no
one else in connection with the placing and offer for subscription and will not
be responsible to anyone other than Ruffer Investment Company Limited for
providing the protections afforded to clients of UBS Limited nor for providing
any advice in relation to the placing and offer for subscription or any other
matters referred to in this press announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
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