AGM Information • Feb 7, 2022
AGM Information
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7 February 2022
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 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.
(a closed-ended investment company incorporated in Guernsey under The Companies (Guernsey) Law 1994-1996, The Companies (Guernsey) Law, 2008, as amended, with registration number 41996)
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 Company's registered office, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR at 12.30 pm on 25 February 2022 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 12.30 pm on 23 February 2022. The Form of Proxy can be returned by delivery to the offices of the Company's registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZY, online at investorcentre.co.uk/eproxy, by email to #[email protected] 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). 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 below. 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
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 | 5 |
|---|---|
| Letter from the Chairman | 6 |
| Definitions | 10 |
| Notice of Extraordinary General Meeting | 12 |
| Date of this document | 7 February 2022 |
|---|---|
| Latest time and date for receipt of Forms of Proxy or | |
| transmission of CREST Proxy Instructions | 12.30 pm on 23 February 2022 |
| Time and date of the Extraordinary General Meeting | 12.30 pm on 25 February 2022 |
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.
(a closed-ended investment company incorporated in Guernsey under The Companies (Guernsey) Law 1994-1996, The Companies (Guernsey) Law, 2008, as amended, with registration number 41996)
7 February 2022
Dear Shareholder
At the Company's annual general meeting held on 3 December 2021 (the '2021 Annual General Meeting'), the Directors were granted authority to issue on a non-pre-emptive basis (i.e. without first offering them pro rata to all Shareholders) up to 22,678,841 Shares, being 10% of the Company's issued share capital as at the date of the 2021 Annual General Meeting.
Since the 2021 Annual General Meeting this authority has been substantially utilised, with a balance of 4,378,841 Shares available for issue on a non-pre-emptive basis as at 4 February 2022 (being the latest practicable date prior to the publication of this document). Share issuances utilising this authority to date have been made at a price per Share of no lower than the last published Net Asset Value per Share at the time of the relevant issue plus costs, thereby protecting existing Shareholders from any economic dilution.
The Directors are now seeking approval from Shareholders for an additional authority to be granted.
The Shares have continued to trade at a premium to the Net Asset Value per Share since February 2021, evidencing strong ongoing demand for them in the market. As part of the Board's efforts to satisfy this demand and instil a degree of premium control, in addition to the 13,787,221 Shares issued by the Company on 6 December 2021 pursuant to an open offer, offer for subscription and intermediaries offer undertaken by the Company, the Company has issued 18,300,000 Shares during the period from the 2021 Annual General Meeting to 4 February 2022 by way of regular tap issuances utilising the existing 2021 Annual General Meeting authority at an average price of 295.4 pence per Share and at an average 1.54% premium to the Net Asset Value per Share at the time of issue. Accordingly, the authority granted at the 2021 Annual General Meeting has been substantially utilised,
Registered office
with a balance of 4,378,841 Shares remaining to be issued under the existing 2021 Annual General Meeting authority as at 4 February 2022.
In order to seek 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 25 February 2022 to seek additional Shareholder authority to issue 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 on a non-pre-emptive basis up to 10% of the number of Shares admitted to trading on London Stock Exchange's main market for listed securities immediately following the passing of the Resolution. 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 relevant allotment is agreed plus the costs of the issue. Any issuance will therefore be accretive to the Net Asset Value per Share.
The authority conferred by the Resolution will lapse on the date which is 18 months from the date of the passing of the Resolution or, if earlier, at the conclusion of the next annual general meeting of the Company (the '2022 Annual General Meeting'), to be held in December 2022, when the Directors will seek renewed authority. If the authority conferred by the Resolution is exhausted before the 2022 Annual General Meeting, or if the authority renewed at the 2022 Annual General Meeting is subsequently exhausted, then the Directors intend to seek Shareholder authority to issue further Shares on a non-pre-emptive basis at one or more subsequent extraordinary general meetings.
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. While full utilisation of the authority granted at the 2021 Annual General Meeting and of the authority sought at the Extraordinary General Meeting would not be sufficient to trigger the requirement for the publication of a prospectus, if its recent rate of share issuance were to be maintained the Company would reach the 20% threshold later this year. It is currently the intention of the Directors to publish a prospectus in due course should it become necessary to do so in order to 'reset' the 20% capacity afforded under the Prospectus Regulation.
The Directors believe that any Share issuance pursuant to the authority conferred by the Resolution should continue to yield the following principal benefits:
an increase in the size of the Company, thereby spreading operating costs, other than management fees which are charged by reference to the Net Asset Value, 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 at a premium to the last published Net Asset Value per Share plus the costs of the issue and
The net proceeds of any Shares issued pursuant to the authority conferred by the Resolution will be invested in accordance with the Company's published investment policy.
The issue of Shares pursuant to the authority conferred by the Resolution will dilute the voting control of existing Shareholders. Assuming that the balance of 4,378,841 Shares remaining under the existing 2021 Annual General Meeting authority are issued prior to the Extraordinary General Meeting, the authority conferred by the Resolution is used in full and the new Shares are not issued to existing Shareholders, this will result in an aggregate dilution of approximately 10.60% in existing Shareholders' voting control of the Company (based on the Company's issued share capital as at 4 February 2022).
As at the date of this document the Company does not hold any shares in treasury.
The Extraordinary General Meeting will be held at the Company's registered office, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR on 25 February 2022 at 12.30 pm. The formal notice convening the Extraordinary General Meeting is set out at the end of this document.
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 at least 75% of the votes cast at the Extraordinary General Meeting.
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 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 Extraordinary General Meeting. In the event that the Extraordinary General Meeting is adjourned and the abovementioned 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.
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 page 2 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 printed thereon as soon as possible and, in any event, so as to reach the Company's registrar, Computershare Investor Services (Guernsey) Limited, by no later than 12.30 pm on 23 February 2022. The Form of Proxy can be returned by delivery to the offices of Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZY, online at investorcentre.co.uk/eproxy, or by email to
#[email protected] 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 ongoing uncertainty as a result of the covid-19 pandemic, including as to how any restrictions imposed by the States of Guernsey in response thereto (as described under the heading 'covid-19 restrictions' on page 2 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 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, covid-19 related restrictions in Guernsey may make such attendance difficult 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 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 693,475 Shares in aggregate (representing approximately 0.27% of the issued Share capital of the Company as at 4 February 2022, 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.
| 2021 Annual General Meeting | has the meaning given to it in paragraph 1 of the Letter from the Chairman |
|---|---|
| 2022 Annual General Meeting | has the meaning given to it in paragraph 2 of the Letter from the Chairman |
| Articles of Incorporation | means the articles of incorporation of the Company |
| Board or Directors | means the board of directors of the Company or any duly constituted committee thereof |
| Company | means Ruffer Investment Company Limited |
| CREST | means the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| CREST Manual | means 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 | means a proxy instruction message submitted through CREST in accordance with the CREST Manual |
| CREST Regulations | means The Uncertificated Securities (Guernsey) Regulations, 2009, as amended |
| CREST sponsor | means a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations) |
| Euroclear | means Euroclear UK & International Limited, being the operator of CREST |
| Extraordinary General Meeting | means the extraordinary general meeting of the Company convened for 12.30 pm on 25 February 2022 or any adjournment thereof, notice of which is set out at the end of this document |
| Form of Proxy | means the personalised form of proxy for use by Shareholders in connection with the Extraordinary General Meeting |
| London Stock Exchange | means London Stock Exchange plc |
| Net Asset Value | means the value of the assets of the Company less its liabilities, determined in accordance with the accounting principles adopted by the Company from time to time |
|---|---|
| Net Asset Value per Share | means the Net Asset Value divided by the number of Shares in issue (excluding any Shares in treasury) |
| Notice of Extraordinary General Meeting |
means the notice of the Extraordinary General Meeting as set out at the end of this document |
| Prospectus Regulation | means 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 |
| Resolution | means the special resolution to be proposed at the Extraordinary General Meeting |
| Shareholder | means a holder of Shares and Shareholders shall be construed accordingly |
| Shares | means redeemable participating preference shares of 0.01 pence each |
| uncertificated or in uncertificated form |
means 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 and |
| United Kingdom or UK | means the United Kingdom of Great Britain and Northern Ireland. |
(a closed-ended 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 Company's registered office, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR at 12.30 pm on 25 February 2022 to consider and, if thought fit, approve the resolution set out below which will be proposed as a special resolution.
That pursuant to Article 7.2(g) of the articles of incorporation of the Company (the 'Articles'), the provisions of Article 7.2(b) of the Articles shall not apply and shall be excluded in relation to the issue for cash, at a price of not less than the net asset value per redeemable participating preference share of 0.01 pence each in the capital of the Company ('Share') plus the costs of the exercise at the time of any such issue, of up to an aggregate number of equity securities (as defined in the Articles) as represents 10% of the number of Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution, provided that such disapplication and exclusion shall expire on the date which is 18 months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company following the date of the passing of this resolution (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such expiry make an offer or agreement which would or might require Shares to be allotted after such expiry and the directors of the Company may allot Shares in pursuance of such an offer or agreement as if the disapplication and exclusion conferred hereby had not expired. The authority conferred by this resolution is in addition to any existing authority to allot equity securities on a non-pre-emptive basis.
By order of the Board
Sanne Fund Services (Guernsey) Limited
Date: 7 February 2022
Registered office
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 the 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
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.
#[email protected] at least 48 hours (excluding non-working days) before the time of the Extraordinary General Meeting. Where a form of proxy is given by email the power of 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 on +44 370 707 4040 if calling from outside the United Kingdom for additional forms of proxy, or they may photocopy the form of proxy provided with this document indicating on each copy the name of the proxy they 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 23 February 2022 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.
7 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Extraordinary General Meeting (and any adjournments thereof) by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting
service provider(s) should refer to their CREST sponsor or voting service providers, who will be able to take the appropriate action on their behalf.
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