Publication of Circular and Notice of EGM

RNS Number : 9045K

Ruffer Investment Company Limited

07 September 2021

 

7 September 2021

RUFFER INVESTMENT COMPANY LIMITED

(a closed-ended investment company incorporated in Guernsey with registration number 41996)
(the 'Company')

Publication of Circular and Notice of EGM

The Company announces that it has today published a circular to shareholders and notice of extraordinary general meeting of the Company to be held at 10.00 am on Monday, 27 September 2021 at the offices of Praxis Fund Services Limited, Sarnia House, Le Truchot, St Peter Port, Guernsey (the 'Circular'). The text of the Chairman's letter and the expected timetable, extracted from the Circular, are set out below.

The Circular will be posted to Shareholders today and a copy of the Circular can be found on the Company's website at ruffer.co.uk/ric-egm-2021

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website

data.fca.org.uk/#/nsm/nationalstoragemechanism

Expected timetable

Date of this document - 7 September 2021

Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions -  10.00 am on 23 September 2021

Time and date of the Extraordinary General Meeting - 10.00 am on 27 September 2021

1  INTRODUCTION

At the Company's annual general meeting held on 4 December 2020 (the '2020 Annual General Meeting'), the Directors were granted authority to issue and/or sell from treasury for cash, on a non-pre-emptive basis (without first offering them pro rata to all Shareholders) up to 18,078,841 Shares which was 10% of the number of Shares in issue as at the latest practicable date prior to the publication of the notice of the 2020 Annual General Meeting.

Due to ongoing demand for the Company's Shares in the market (see below) the authority granted at the 2020 Annual General Meeting was substantially utilised by April 2021. Additional Shareholder authority to issue and/or sell from treasury a further 19,546,841 Shares for cash on a non-pre-emptive basis was granted at an extraordinary general meeting held on 7 May 2021 (the '2021 Extraordinary General Meeting'), which was 10% of the number of Shares in issue as at the latest practicable date prior to the publication of the notice of the 2021 Extraordinary General Meeting. Accordingly, the Directors were authorised to issue and/or sell from treasury up to 37,625,682 Shares pursuant to the authorities granted at the 2020 Annual General Meeting and the 2021 Extraordinary General Meeting.

The price at which the Shares may be issued and/or sold is not less than the last published Net Asset Value per Share at the time of the proposed issue and/or sale from treasury plus costs thereby protecting existing Shareholders from any economic dilution.

Since the 2020 Annual General Meeting, and as at 6 September 2021 (being the latest practicable date prior to the publication of this document), the Company has issued 36,060,000 Shares pursuant to the authorities granted at the 2020 Annual General Meeting and the 2021 Extraordinary General Meeting. Accordingly these authorities have been substantially utilised with a balance of 1,565,682 Shares remaining to be issued under the existing 2021 Extraordinary General Meeting authority.

2  RENEWAL OF AUTHORITY TO ISSUE AND/OR SELL FROM TREASURY SHARES ON A NON-PRE-EMPTIVE BASIS

The Shares have continued to trade at a premium to the Net Asset Value per Share since February 2021, which indicates that there is ongoing demand for them in the market. In order to satisfy this demand, the Company has issued 36,060,000 Shares in the period from the 2020 Annual General Meeting to 6 September 2021 at an average price of 284.6 pence per Share and at an average 1.62% premium to the Net Asset Value per Share at the time of issue. Accordingly, the authorities granted at the 2020 Annual General Meeting and the 2021 Extraordinary General Meeting have been substantially utilised with a balance of 1,565,682 Shares remaining to be issued under the existing 2021 Extraordinary General Meeting authority.

In order to satisfy continuing demand for Shares, and given the benefits to existing Shareholders described below, the Directors have resolved to convene the Extraordinary General Meeting on 27 September 2021 in order to seek additional Shareholder authority to issue and/or sell from treasury further Shares for cash on a non-pre-emptive basis.

The Resolution to be considered at the Extraordinary General Meeting will, if passed, give the Directors the additional authority to issue and/or sell from treasury for cash on a non-pre-emptive basis up to 21,684,841 Shares. This is approximately 10% of the issued Share capital of the Company as at the date of this document. As with the Share issuance to date, the Shares will be issued at a price which is at a premium to the last published Net Asset Value per Share at the time the proposed allotment or sale from treasury is agreed plus the costs of the issue or sale from treasury. Any issuance will therefore be accretive to the Net Asset Value per Share. The authority conferred by the Resolution will lapse at the conclusion of the next annual general meeting of the Company (the '2021 Annual General Meeting'), to be held in December 2021, when the Directors will seek renewed authority.

Aside from the matter of Shareholder authority, the Board also remains cognisant of the need to comply with the requisite provisions of the Prospectus Regulation when issuing new Shares, and more particularly the rolling requirement that the Company should not issue more than 20% of its share capital during any preceding 12 month period without having published a prospectus. In the event that Shareholders approve the Resolution, and assuming that demand for the Shares continues at recent levels, there is a high likelihood that future issuance will be such as to trigger the requirement for a prospectus if the Company wishes to make full use of the authority granted by the Resolution (and of the authority which will be sought at the 2021 Annual General Meeting). Accordingly, it is currently the intention of the Directors to publish a prospectus later this year in order to 'reset' the 20% capacity afforded under the Prospectus Regulation.

3  BENEFITS OF THE RENEWAL OF THE AUTHORITY TO ISSUE AND/OR SELL FROM TREASURY SHARES ON A NON-PRE-EMPTIVE BASIS

The Directors believe that any Share issuance and/or sale from treasury pursuant to the authority conferred by the Resolution should continue to yield the following principal benefits

-  maintenance of the Company's ability to issue and/or sell from treasury Shares to meet ongoing demand in the market in order to provide effective management of the premium to Net Asset Value per Share at which the Shares may trade so as to ensure that long-term investors who regularly acquire Shares are not disadvantaged

-  an increase in the size of the Company, thereby spreading operating costs over a larger capital base which should reduce the ongoing charges ratio

-  enhancement of the Net Asset Value per Share of existing Shares through share issuance and/or sale from treasury at a premium to the last published Net Asset Value per Share plus the costs of the issue or sale from treasury and

-  improvement of liquidity in the market for the Shares.

4  USE OF PROCEEDS

The net proceeds of any Shares issued and/or sold from treasury pursuant to the authority conferred by the Resolution will be invested in accordance with the Company's published investment policy.

5  DILUTION AND TREASURY SHARES

The issue and/or sale from treasury of Shares pursuant to the authority conferred by the Resolution will dilute the voting control of existing Shareholders. Assuming that the balance of 1,565,682 Shares remaining to be issued under the existing 2021 Extraordinary General Meeting authority and the authority conferred by the Resolution are used in full and the Shares are not issued and/or sold from treasury to existing Shareholders, this will result in an aggregate dilution of approximately 9.68% in existing Shareholders' voting control of the Company.

As at the date of this document the Company did not hold any shares in treasury.

6  EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting will be held at the offices of Praxis Fund Services Limited, Sarnia House, Le Truchot, St Peter Port, Guernsey on 27 September 2021 at 10.00 am. The formal notice convening the Extraordinary General Meeting is set out at the end of this document.

The States of Guernsey, as part of its response to the covid-19 pandemic, have significantly reduced isolation requirements for people arriving in Guernsey who are fully vaccinated in the Common Travel Area, the European Free Trade Association (comprising Iceland, Liechtenstein, Norway and Switzerland), the EU or British Overseas Territories. Up to date information can be found at covid19.gov.gg. However, if the current restrictions on inbound travel and isolation requirements introduced by the States of Guernsey in response to the covid-19 pandemic remain in place at the intended time scheduled for the meeting, physical attendance at the Extraordinary General Meeting may be difficult for certain Shareholders, proxies and corporate representatives. Shareholders should carefully consider whether or not it is appropriate to attend the Extraordinary General Meeting if the guidance continues to be the same or becomes more restrictive. The situation in respect of covid-19 may change rapidly and Shareholders should note that further changes may need to be put in place at short notice in relation to the Extraordinary General Meeting.

If a Shareholder appoints someone other than the chairman of the meeting as their proxy, that proxy may not be able physically to attend the Extraordinary General Meeting and/or cast the Shareholder's vote. Similarly, if a Shareholder appoints a corporate representative, that corporate representative may not be able physically to attend the Extraordinary General Meeting and/or cast the Shareholder's vote. As such, the Board encourages all Shareholders to appoint the chairman of the meeting as their proxy as early as possible in order to vote on the matter being considered at the Extraordinary General Meeting.

The resolution to be proposed at the Extraordinary General Meeting is a special resolution and, in order to be passed, will require the approval of Shareholders representing more than 75% of the votes cast at the Extraordinary General Meeting. As it may be difficult for certain Shareholders to physically attend the Extraordinary General Meeting for the reasons set out above, the Resolution will be taken on a poll, which the Board feels is the fairest approach in the circumstances. Therefore, all valid proxy votes exercised by the chairman of the meeting, whether submitted electronically or in hard copy form, will be included in the votes to be taken at the Extraordinary General Meeting.

Updates on any changes to the proceedings of the Extraordinary General Meeting will be published on the Company's website ruffer.co.uk/ric and notified by the Company through a Regulatory Information Service announcement.

As Shareholders may not be able to attend the Extraordinary General Meeting, Shareholders are asked to submit any questions on the business to be dealt with at the Extraordinary General Meeting to [e-mail] in advance of the Extraordinary General Meeting. The Company Secretary will then endeavour to respond to relevant Shareholder queries.

In accordance with the Articles of Incorporation, all Shareholders present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Share held. In order to ensure that a quorum is present at the Extraordinary General Meeting, it is necessary for two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative) holding 5% or more of the voting rights available in respect of the meeting. In the event that the Extraordinary General Meeting is adjourned and the above-mentioned quorum is not present, at such adjourned Extraordinary General Meeting the quorum shall be one Shareholder.

As soon as practicable following the Extraordinary General Meeting, the results of the voting will be announced via a Regulatory Information Service and also placed on the Company's website, ruffer.co.uk/ric.

7  ACTION TO BE TAKEN

Shareholders will find enclosed with this document a personalised Form of Proxy for use in connection with the Extraordinary General Meeting. Submission of the Form of Proxy will enable your vote to be counted at the Extraordinary General Meeting in the event of your absence (please see paragraph 6 (Extraordinary General Meeting) above for further information on restrictions on attendance at the Extraordinary General Meeting).

Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the Company's registrars, Computershare Investor Services (Guernsey) Limited, by no later than 10.00 am on 23 September 2021. The Form of Proxy can be returned by delivery to the offices of the Company's registrars, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, online at investorcentre.co.uk/eproxy, at the email address: #[e-mail] or in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of Extraordinary General Meeting and the CREST Manual on the Euroclear website (euroclear.com).

In light of the restrictions on inbound travel and isolation requirements imposed by the States of Guernsey in response to the covid-19 pandemic described above, the Company urges you to vote by proxy at the Extraordinary General Meeting and to appoint the chairman of the meeting as your proxy for that purpose for the reasons set out above. As explained in paragraph 6 (Extraordinary General Meeting) above, if you appoint someone other than the chairman of the meeting as your proxy, or appoint a corporate representative, that proxy or corporate representative may not be able to attend the Extraordinary General Meeting in person or cast your vote.

Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Extraordinary General Meeting if it is legally permitted at the time of the meeting and should you wish to do so. However, ongoing covid-19 restrictions in Guernsey may make such attendance difficult for certain Shareholders and the Directors recommend that you should not plan to attend the meeting.

8  RECOMMENDATION

The Directors consider the proposal set out in this document to be in the best interests of the Company and its Shareholders as a whole. Accordingly the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting.

The Directors intend to vote in favour of the Resolution in respect of their holdings of Shares amounting to 238,348 Shares in aggregate (representing approximately 0.11% of the issued Share capital of the Company as at 6 September 2021, the latest practicable date prior to the publication of this document).

Enquiries

Praxis Fund Services Limited

Company Secretary

Shona Darling

[phone]

[e-mail]

Investec Bank plc

Broker

David Yovichic

[phone]

[e-mail]

LEI 21380068AHZKY7MKNO47

 

END

 

 

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