AGM Information • Nov 15, 2021
AGM Information
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(an authorised closed-ended collective investment company incorporated in Guernsey under The Companies (Guernsey) Law 1994-1996, The Companies (Guernsey) Law, 2008, as amended, with registration number 41996)
Recommended proposals for the issue of Shares pursuant to an Open Offer, Offer for Subscription and Intermediaries Offer
If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or if you are in a territory outside the United Kingdom, is an appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your shares in the Company, you should send this document, but not the accompanying personalised Form of Proxy, at once to the purchaser or transferee or to the person through whom the sale or transfer was effected for delivery to the purchaser or transferee. This document should be read as a whole. Nevertheless, your attention is drawn to the Letter from the Chairman in which the Directors recommend that you vote in favour of the Resolution to be proposed at the Extraordinary General Meeting referred to below.
Notice of the Extraordinary General Meeting to be held at the offices of Praxis Fund Services Limited, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR at 12.15 pm on 3 December 2021 (or as soon as practicable thereafter as the 2021 AGM has been concluded or adjourned) is set out at the end of this document.
Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the Extraordinary General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive by no later than 12.15 pm on 1 December 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 6AH, online at investorcentre.co.uk/eproxy, via email at #UKCSBRS.ExternalProxyQueries
@computershare.co.uk, 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 at euroclear.com. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the Extraordinary General Meeting should they choose to do so, subject to the restrictions on attendance set out above. Further instructions relating to the Form of Proxy are set out in the Notice of Extraordinary General Meeting and the Form of Proxy.
The Company is closely monitoring the covid-19 situation, including the guidance issued by the States of Guernsey, and will continue to do so in the lead up to the Extraordinary General Meeting. The Extraordinary General Meeting is currently intended to be an open meeting allowing Shareholders to attend in person. The covid-19 situation is constantly evolving and the States of Guernsey may change current guidance and/or travel restrictions for people arriving in Guernsey at short notice. Up to date information on Guernsey travel and local restrictions is available at covid19.gov.gg. 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 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. As it may be difficult for certain Shareholders to attend the Extraordinary General Meeting physically for the reasons set out above, the vote on the Resolution contained in the Notice of Extraordinary General Meeting will be held by 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.
Shareholders are asked to submit any questions on the business to be dealt with at the Extraordinary General Meeting to the Company Secretary via [email protected] in advance of the Extraordinary General Meeting. The Company Secretary will then endeavour to respond to relevant Shareholder queries.
| Expected timetable | 3 |
|---|---|
| Letter from the Chairman | 4 |
| Definitions | 8 |
| Notice of Extraordinary General Meeting | 10 |
| Explanatory notes | 11 |
| Date of this document | 15 November 2021 |
|---|---|
| Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions |
12.15 pm on 1 December 2021 |
| Time and date of the 2021 Annual General Meeting | 12.00 noon on 3 December 2021 |
| Time and date of the Extraordinary General Meeting | 12.15 pm on 3 December 2021 (or as soon as practicable thereafter as the 2021 AGM has been concluded or adjourned) |
References to times in this document are to London times unless otherwise stated. Any changes to the expected timetable will be notified by the Company through a Regulatory Information Service announcement.
(an authorised closed-ended collective investment company incorporated in Guernsey under The Companies (Guernsey) Law 1994-1996, The Companies (Guernsey) Law, 2008, as amended, with registration number 41996)
| Christopher Russell | Independent Non-Executive Chairman |
|---|---|
| Jill May | Independent Non-Executive Director and Senior Independent Director |
| Shelagh Mason | Independent Non-Executive Director |
| Nicholas Pink | Independent Non-Executive Director |
| David Staples | Independent Non-Executive Director |
Sarnia House Le Truchot St Peter Port Guernsey GY1 1GR
15 November 2021
Dear Shareholder
Recommended proposals for the issue of Shares pursuant to an Open Offer, Offer for Subscription and Intermediaries Offer
Your Board values the strong support that has been shown for the Company and has today announced proposals to provide existing Shareholders and other investors, both retail and institutional, with the opportunity to acquire new Shares. The proposals comprise the issue of up to 56,190,854 Shares at 296.5 pence per Share.
The Issue is made up of an Open Offer to existing Shareholders, with the balance of any Shares not taken up being available to existing and new investors via an Offer for Subscription. An Intermediaries Offer is also available to allow those investing via platforms to participate. The Issue is conditional upon, amongst other things, the Company obtaining Shareholder approval.
The purpose of this document is to give Shareholders details of the Extraordinary General Meeting at which the Resolution required to implement the Issue will be proposed. The Board
is recommending that you vote in favour of the Resolution at the Extraordinary General Meeting.
Since February of this year, the Shares have, almost without exception, traded at a premium to the Net Asset Value per Share, indicating strong demand in the market. In order to satisfy this demand and manage the premium, the Company has issued Shares by way of a number of weekly tap issuances. In the period from 4 February to 12 November 2021, 43,975,000 Tap Shares have been issued at an average price of 286.38 pence per Share and at an average 1.77% premium to the Net Asset Value per Share at the time of issue. By doing so, the Company has fully utilised the 10% pre-emption rights disapplication authority granted by Shareholders at the 2020 AGM as well as the majority of the two additional EGM authorities obtained during the year.
As at today's date, 15,335,523 Shares remain available for issue pursuant to the Second 2021 EGM authority, with this authority expiring immediately prior to the 2021 AGM, where the Directors will seek Shareholder approval for a fresh 10% pre-emption rights disapplication authority.
The Board is also required by the Prospectus Regulation to publish a prospectus if it issues more than 20% of its share capital during any preceding twelve-month period. The Company is approaching this limit through the weekly tap issuances and so is today publishing the Prospectus to allow the Company to continue with its tap issuances by 'resetting' its 20% capacity under the Prospectus Regulation.
In reaching the decision to publish the Prospectus, the Board recognised the convenient opportunity to offer new Shares to existing Shareholders and retail investors by way of the Issue. The Board values the strong support that has been shown for the Company, particularly from retail investors, and is conscious that many of these Shareholders and retail market participants have not been able to subscribe for Tap Shares as they have effectively only been available to institutional investors.
The Prospectus (available on the Company's website ruffer.co.uk/ric) contains details of the Issue and how investors can apply for Shares.
The Directors believe that any Share issuance pursuant to the Issue should yield the following principal benefits for the Company and Shareholders
– providing a degree of premium control by satisfying any immediate demand for Shares.
The Directors intend to use the net proceeds of the Issue to acquire investments in accordance with the Company's investment objective and investment policy.
The Prospectus is available on the Company's website ruffer.co.uk/ric and the National Storage Mechanism of the FCA at data.fca.org.uk/#/nsm/nationalstoragemechanism
Existing qualifying Shareholders holding their Shares in certificated form (ie not through CREST) will receive a personalised Open Offer application form for use in connection with the Open Offer and will be able to access the Prospectus on the Company's website. Qualifying Shareholders holding their Shares via CREST will be invited to participate in the Open Offer through CREST.
The issue of Shares pursuant to the Issue may dilute the voting control of existing Shareholders. Assuming that 56,190,854 Shares are issued pursuant to the Issue, a Shareholder who did not participate in the Issue would suffer dilution of approximately 20.0% in respect of their voting control of the Company. However, it is not intended that there will be any dilution in the Net Asset Value per Share as a result of the Issue.
At the date of this document the Company did not hold any Shares in treasury.
Shareholders' attention is drawn to the Company's investment policy as set out in the Prospectus, which represents a reformulation of the previous wording of the policy and is intended to provide a more accurate and up-to-date description of how the Company will seek to meet its investment objective. It has been over ten years since the form of the investment policy was last reviewed formally by the Board and the Investment Manager, and the publication of the Prospectus
represented an opportune moment to undertake that exercise again with a view to 'future-proofing' the wording. For the avoidance of any doubt, the new form of the investment policy does not constitute, nor is it intended to suggest, any change in the risk profile of the Company or in the essential manner in which it seeks to make its investments. In particular, the fact that the policy now formally allows for the use of derivatives for purposes other than efficient portfolio management should be viewed in the context of the Company's underlying focus on capital preservation: outside of efficient portfolio management, derivatives will be used solely to provide synthetic long exposure to, or to hedge, an investment position where the derivative in question offers more efficiency or a greater degree of cost effectiveness than a position in the underlying asset would.
In order to seek Shareholder approval to implement the Issue, the Board is convening the Extraordinary General Meeting, which will be held at the offices of Praxis Fund Services Limited, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR on 3 December 2021 at 12.15 pm (or as soon as practicable thereafter as the 2021 AGM has been concluded or adjourned). The formal notice convening the Extraordinary General Meeting is set out at the end of this document.
At the Extraordinary General Meeting, a resolution will be proposed to disapply preemption rights otherwise applicable to the issue of Shares pursuant to the Issue, at a price of 296.5 pence per Share, with the effect that such Shares do not first have to be offered to Shareholders in jurisdictions where the Company would otherwise be restricted from doing so as a result of local securities laws (the 'Resolution'). The Resolution is a special resolution and, in order to be passed, will require the approval of Shareholders representing at least 75% of the votes cast at the Extraordinary General Meeting.
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
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 the section titled Covid-19 restrictions on the cover of this document 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 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 12.15 pm on 1 December 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 6AH, online at investorcentre.co.uk/eproxy, via email at #UKCSBRS.ExternalProxyQueries @computershare.co.uk, 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
In light of the ongoing uncertainty as a result of the covid-19 pandemic, including as to how the restrictions imposed by the States of Guernsey in response thereto (as described under the heading 'Covid-19 restrictions' on the cover of this document) may change between the date of this document and the date of the Extraordinary General Meeting, 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. If you appoint someone other than the chairman of the meeting as your proxy, or appoint a corporate representative, that proxy or corporate
Euroclear website, euroclear.com.
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 Extraordinary General Meeting and should you wish to do so. However, ongoing covid-19 restrictions in Guernsey may make such attendance difficult or impossible for certain Shareholders and you should carefully consider whether or not it is appropriate to attend the Extraordinary General Meeting if the guidance remains the same or becomes more restrictive.
The Directors consider the proposals 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, excluding treasury shares, as at 12 November 2021, the latest practicable date prior to the publication of this document).
Yours sincerely
Christopher Russell Chairman
In this document the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires.
| 2020 AGM | the annual general meeting of the Company held on 4 December 2020 |
|---|---|
| 2021 AGM or 2021 Annual General Meeting |
the annual general meeting of the Company to be held at 12.00 noon on 3 December 2021 |
| 2021 EGMs | the First 2021 EGM and the Second 2021 EGM |
| Admission | admission of the Shares to be issued pursuant to the Issue: (i) to the premium segment of the Official List; and (ii) to trading on the London Stock Exchange's main market for listed securities |
| Articles of Incorporation | the articles of incorporation of the Company |
| Board or Directors | the directors of the Company or any duly constituted committee thereof |
| Company | Ruffer Investment Company Limited |
| CREST | the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| CREST Manual | the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| CREST Proxy Instruction | a proxy instruction message submitted through CREST in accordance with the CREST Manual |
| CREST Regulations | The Uncertificated Securities (Guernsey) Regulations, 2009, as amended |
| CREST sponsor | a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations) |
| Euroclear | Euroclear UK & Ireland Limited, being the operator of CREST |
| EEA | the European Economic Area |
| Extraordinary General Meeting |
the extraordinary general meeting of the Company convened for 3 December 2021 at 12.15 pm (or as soon as practicable thereafter as the 2021 AGM has been concluded or adjourned) or any adjournment thereof, notice of which is set out at the end of this document |
| FCA | the Financial Conduct Authority or any successor authority |
| First 2021 EGM | the extraordinary general meeting of the Company held on 7 May 2021 |
| Form of Proxy | the personalised form of proxy for use by Shareholders in connection with the Extraordinary General Meeting |
| FSMA | the Financial Services and Markets Act 2000 and any statutory modification or re-enactment thereof for the time being in force |
| Intermediaries Offer | the offer of Shares by intermediaries appointed by the Company to retail investors forming part of the Issue |
| Investment Manager | Ruffer AIFM Limited |
|---|---|
| Issue | the issue of Shares pursuant to the Open Offer, Offer for Subscription and Intermediaries Offer |
| London Stock Exchange | London Stock Exchange plc |
| Net Asset Value | the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time to time |
| Net Asset Value per Share | at any time the Net Asset Value divided by the number of Shares in issue (other than Shares held in treasury) at the date of calculation |
| Notice of Extraordinary General Meeting |
the notice of the Extraordinary General Meeting as set out at the end of this document |
| Offer for Subscription | the offer for subscription of Shares forming part of the Issue |
| Official List | the official list maintained by the FCA pursuant to Part IV of FSMA |
| Open Offer | the conditional offer to qualifying Shareholders, constituting an invitation to apply for Shares forming part of the Issue |
| Prospectus | the prospectus to be published by the Company in connection with the Issue |
| Prospectus Regulation | the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc.) (EU Exit) Regulations 2019 |
| Regulatory Information Service |
a service authorised by the FCA to release regulatory announcements to the London Stock Exchange |
| Resolution | the special resolution to be proposed at the Extraordinary General Meeting |
| Second 2021 EGM | the extraordinary general meeting of the Company held on 27 September 2021 |
| Shareholder | a holder of Shares and 'Shareholders' shall be construed accordingly |
| Shares | redeemable participating preference shares of 0.01 pence each |
| Tap Issue | the issue of Tap Shares by the Company utilising the exemption from the requirement to publish a prospectus contained in the Prospectus Regulation |
| Tap Shares | the 43,975,000 Shares issued by way of Tap Issue between 4 February 2021 and 12 November 2021 (inclusive) |
| uncertificated or in uncertificated form |
a Share recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| United Kingdom or UK | the United Kingdom of Great Britain and Northern Ireland |
| US | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia |
(an authorised closed-ended collective investment company incorporated in Guernsey under The Companies (Guernsey) Law 1994-1996, The Companies (Guernsey) Law, 2008, as amended, with registration number 41996)
Notice is hereby given that an extraordinary general meeting (the 'Extraordinary General Meeting') of Ruffer Investment Company Limited (the 'Company') will be held at the offices of Praxis Fund Services Limited, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR on 3 December 2021 at 12.15 pm (or as soon as practicable thereafter as the 2021 AGM has been concluded or adjourned) to consider and, if thought fit, approve the resolution set out below which will be proposed as a special resolution.
That the board of directors of the Company (or a duly authorised committee thereof) (the 'Board') be and is hereby empowered under the articles of incorporation of the Company (the 'Articles') to grant rights to subscribe for, to convert and to make offers or agreements to issue equity securities (as defined in the Articles) for cash as if the pre-emption rights contained in the Articles in respect of such equity securities did not apply to any such issue, provided that this power shall be limited to the issue of up to 56,190,854 redeemable participating preference shares of 0.01 pence each in the capital of the Company ('Shares') in connection with the Issue (as such term is defined in the circular to Shareholders dated 15 November 2021 (the 'Circular')) at a price of 296.5 pence per Share , and such authority will, unless previously revoked or varied, expire on 31 December 2021, save that the Company may, before such expiry, make an offer or agreement which would or might require Shares to be issued after such expiry and the Board may issue equity securities in pursuance of any such offer or agreement as if this power had not expired. The authority conferred by this resolution is in addition to any existing authority to allot equity securities (as defined in the Articles) on a non-pre-emptive basis.
By order of the Board
15 November 2021
Sarnia House Le Truchot St Peter Port Guernsey GY1 1GR
The Company is closely monitoring the covid-19 situation, including the guidance issued by the States of Guernsey, and will continue to do so in the lead up to the Extraordinary General Meeting. The Extraordinary General Meeting is currently intended to be an open meeting allowing Shareholders to attend in person. The covid-19 situation is constantly evolving and the States of Guernsey may change current guidance and/or travel restrictions for people arriving in Guernsey at short notice. Up to date information on Guernsey travel and local restrictions is available at covid19.gov.gg. 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 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. As it may be difficult for certain Shareholders to attend the Extraordinary General Meeting physically for the reasons set out above, the vote on the Resolution contained in the Notice of Extraordinary General Meeting will be held by 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.
Shareholders are asked to submit any questions on the business to be dealt with at the Extraordinary General Meeting to the Company Secretary via [email protected] in advance of the Extraordinary General Meeting. The Company Secretary will then endeavour to respond to relevant Shareholder queries.
Further information on restrictions on attendance and voting by proxy are set out in the Letter from the Chairman in the Circular of which this notice forms part.
Shareholders are directed to read the below notes in the light of the above guidance.
All capitalised expressions used in these Explanatory Notes to the Notice of Extraordinary General Meeting not otherwise defined herein shall have the same meaning given to them in the Circular, unless the context otherwise requires.
attorney or other authority, if any, under which it is executed or a notarially certified copy of such power or authority must be deposited at the offices of the Registrar at the above address by the appointed time. A space has been included in the form of proxy to allow shareholders to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the form of proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Registrar on their helpline number 0370 707 4040 from within the United Kingdom or +44 370 707 4040 if calling from outside the United Kingdom for additional forms of proxy, or you may photocopy the form of proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of shares in the Company in respect of which the proxy is appointed. All forms of proxy should be returned together in the same envelope.
5 A corporate shareholder may by resolution of its board or other governing body, authorise such person or persons as it thinks fit to act as its representative at the Extraordinary General Meeting. Where a person is authorised to represent a corporate shareholder, he/she may be required to produce a certified copy of the resolution from which he/she derives his/her authority.
6 To be entitled to attend and vote at the Extraordinary General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at close of business on 1 December 2021 or, in the event of any adjournment, at close of business on the date which is two days before the time of the adjourned meeting. Changes to entries on the register of shareholders after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Extraordinary General Meeting.
such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Registrar by the latest time for receipt of proxy appointments specified in this notice of Extraordinary General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
9 CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning limitations of the CREST system and timings.
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