AGM Information • Apr 1, 2022
AGM Information
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1 April 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 Resolutions 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 10.00 am on 21 April 2022 (the 'Extraordinary General Meeting' or the 'EGM') 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 EGM. 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 10.00 am on 19 April 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 EGM 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 EGM. The EGM 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 reinstate 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 EGM will be published on the Company's website ruffer.co.uk/ric and notified by the Company through a Regulatory Information Service announcement.
The Board encourages all Shareholders to vote by proxy at the EGM and to appoint the chairman of the meeting as their proxy in order to vote on the matters being considered at the EGM. If a Shareholder appoints another person as their proxy or corporate representative or intends to attend and vote in person, and covid-19 restrictions are re-introduced which affect attendance at the EGM, they or their proxy or corporate representative may be unable to attend in person and therefore unable to vote at the EGM. The appointment of a proxy will not prevent a Shareholder from attending and voting in person at the EGM if it is legally permitted at the time of the EGM and should they wish to do so.
The vote on the Resolutions 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 EGM.
Shareholders are asked to submit any questions on the business to be dealt with at the EGM to the Company Secretary via [email protected] in advance of the EGM. The Company Secretary will then endeavour to respond to relevant Shareholder queries.
| Summary | 5 |
|---|---|
| Expected timetable | 6 |
| Letter from the Chairman | 7 |
| Definitions | 12 |
| Notice of Extraordinary General Meeting | 14 |
EGM to be held at the Company's registered office, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR at 10.00 am on 21 April 2022.
This summary should be read as an introduction to this document and any decision taken by a Shareholder in response to the matters set out in this document should be based on consideration of this document as a whole.
All new Shares are issued above the prevailing Net Asset Value per Share – so it adds value to your investment.
If you wish to make future investments in the Company, this will help to ensure that you avoid doing so at a significant premium.
It has the effect of growing the Company. By spreading the fixed costs over a larger base, the cost per Share is reduced.
The role of the non-executive director is to represent shareholders and so it is in your interests for the Company to be able to attract and retain high quality directors.
Whilst there will be a small increase in absolute costs as a result of increasing Directors' fees, the recent growth in the Company means costs per Share have still fallen over time. As the Company continues to grow, we expect this trend to continue.
If you have a financial advisor – speak to your usual contact and let them know how you would like to vote.
If you invest via a platform – use the voting facility available on your platform or contact the platform's helpdesk.
If you hold your Shares in certificated form – you will receive a proxy voting form to complete and return.
If you hold your Shares via CREST – you can either complete and return a proxy voting form or use the CREST electronic proxy appointment service.
The deadline for submitting proxy votes is 10.00 am on 19 April 2022 but platforms and financial advisors will have their own internal deadlines. The submission of proxy votes will not prevent Shareholders from attending and voting in person if it is legally permitted at the time of the EGM.
The Directors consider these proposals to be in the best interests of the Company and its Shareholders as a whole and unanimously recommend voting in favour (as they will be doing with their own shareholdings).
| Date of this document | 1 April 2022 |
|---|---|
| Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions |
10.00 am on 19 April 2022 |
| Time and date of the Extraordinary General Meeting | 10.00 am on 21 April 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)
| Directors | Registered office | |
|---|---|---|
| Christopher Russell | Independent Non-Executive Chairman | Sarnia House |
| Jill May | Independent Non-Executive Chairman | Le Truchot |
| Senior Independent Director | St Peter Port | |
| Shelagh Mason | Independent Non-Executive Director | Guernsey |
| Nicholas Pink | Independent Non-Executive Director | GY1 1GR |
| David Staples | Independent Non-Executive Director | |
1 April 2022
Dear Shareholder
At the Company's annual general meeting held on 3 December 2021 (the '2021 AGM'), Shareholders granted the Directors authority to issue up to 22,678,841 Shares, being 10% of the Company's issued share capital as at that date, and to dis-apply pre-emption which would have required share issuance pro rata to all Shareholders.
Due to ongoing demand for the Shares in the market, the authority granted at the 2021 AGM was substantially utilised by February 2022. Additional Shareholder authority to issue a further 26,312,563 Shares for cash on a non-pre-emptive basis was granted at an extraordinary general meeting held on 25 February 2022 (the '2022 EGM'). This was 10% of the number of Shares in issue at that date.
As at 31 March 2022, which was the latest practicable date prior to the publication of this document, the Company has issued 40,550,000 Shares pursuant to the authorities granted at the 2021 AGM and the 2022 EGM. These authorities have been substantially utilised with a balance of 8,441,404 Shares remaining to be issued so the Directors are now seeking approval from Shareholders for an additional authority to be granted.
Share issuances, utilising the authorities granted at the 2021 AGM and the 2022 EGM 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. Future Share issuances will be made on the same basis.
The Directors are also taking the opportunity to propose that the existing cap on Directors' fees of £200,000, which has remained unchanged since 2013, is increased to £300,000 for the reasons set out at paragraph 6 below.
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, the Company has issued 40,550,000
Shares during the period from the 2021 AGM to 31 March 2022 by way of regular tap issuances. This is 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 tap issuances have utilised the 2021 AGM authority and the existing 2022 EGM authority at an average price of 301.2 pence per Share and at an average 2.06% premium to the Net Asset Value per Share at the time of issue. Accordingly, the authority granted at the 2021 AGM has been fully utilised and the authority granted at the 2022 EGM has been substantially utilised, with a balance of 8,441,404 Shares remaining to be issued under the existing 2022 EGM authority as at 31 March 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 EGM on 21 April 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 EGM will, if passed, give the Directors immediate authority to dis-apply pre-emption for up to 10% of the number of Shares in issue at that date. As with the Share issuances 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 Disapplication of Pre-Emption Resolution will lapse on the date which is 18 months from the date of the passing of the Disapplication of Pre-Emption Resolution or, if earlier, at the conclusion of the next annual general meeting of the Company (the '2022 AGM'), to be held in December 2022, when the Directors will seek to renew the authority. If the authority conferred by the Disapplication of Pre-Emption Resolution is exhausted before the 2022 AGM, or if the authority renewed at the 2022 AGM 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 to dis-apply pre-emption, the Company must also comply with the requisite provisions of the Prospectus Regulation when issuing new Shares, and in particular 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 Disapplication of Pre-Emption 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 Disapplication of Pre-Emption Resolution, and that which will be sought at the 2022 AGM. Accordingly, it is currently the intention of the Directors to publish a prospectus shortly 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 Disapplication of Pre-Emption Resolution should continue to yield the following principal benefits
The net proceeds of any Shares issued pursuant to the authority conferred by the Disapplication of Pre-Emption Resolution will be invested in accordance with the Company's published investment policy.
The issue of Shares pursuant to the authority conferred by the Disapplication of Pre-Emption Resolution will dilute the voting control of existing Shareholders. Assuming that the balance of 8,441,404 Shares remaining under the existing 2022 EGM authority are issued prior to the EGM, the authority conferred by the Disapplication of Pre-Emption Resolution is used in full, and the new Shares are not issued to existing Shareholders, this will result in an aggregate dilution of approximately 11.74% in existing Shareholders' voting control of the Company (based on the Company's issued share capital as at 31 March 2022).
As at the date of this document the Company does not hold any shares in treasury.
The Articles of Incorporation currently limit the total remuneration which can be paid to non-executive directors of the Company in any one year to £200,000 (the 'Fee Cap'), a limit which has remained unchanged since 2013. In the financial year to 30 June 2022, the total fees paid to the Directors are anticipated to be £194,350, which is very close to the Fee Cap. The Directors are now seeking Shareholder approval by ordinary resolution pursuant to article 29.1 of the Articles of Incorporation, of a Fee Cap increase to £300,000 for the reasons set out below.
The Company's annual report for the financial year ended 30 June 2021 drew attention to an analysis which showed that the fees paid to the Directors were below the average for all investment companies with market capitalisations over £500 million and well below those paid to directors of Channel Island companies. The interim report for the period ended 31 December 2021 further explained that a third party, Trust Associates, had been engaged for an in-depth review of directors' time, responsibility, complexity and experience involved as well as competitive fees.
Trust Associates noted that the Company is the only London-listed investment company managed by Ruffer and some of the work which is typically supported by groups with larger stables of investment companies falls to the Audit and Risk Committee and Board. The Company has also been active in terms of portfolio investment and premium control through Share issuance. Net Asset Value calculation and transaction reporting to the Board are weekly, as has recently been Share issuance, and the increase in company size to FTSE 250 status now implies a higher level of scrutiny and risk. The total uplift in current Directors' fees recommended by Trust Associates was to £230,150.
Annual Directors' fees for the ten years to the financial year ending 30 June 2022 are anticipated to have risen in total by 35.4%, to £194,350. This compares to a 33.5% increase in the Retail Price Index in the ten year period from January 2012 to January 2022. This represents an increase in Directors' fees of only 1.9% in real terms over these comparable ten year periods despite a significant real increase in the workload and time commitment of the Directors, all of whom are non-executive.
When the Board was seeking to hire new directors in 2019, a number of desirable candidates declined to be considered because of the level of fees at the time. The Company is once again in the process of seeking new directors and is keen that remuneration should be competitive with peer companies in order to attract high quality candidates.
Later this calendar year, the Board expects to increase the number of non-executive directors temporarily, albeit only for a few months, before the intended retirement of two current directors at the 2022 AGM. In particular, it is important that the new chair of the Audit and Risk Committee joins the Board in good time to ensure a seamless handover of that role. This will include gaining familiarity with the preparation of the annual report for the financial year ended 30 June 2022 and the associated audit process before the current Chair of the Audit and Risk Committee retires. The temporary increase in Board numbers will still need accommodation within an increased Fee Cap.
Remuneration policy is set by the Board. There is no separate remuneration committee; there are no incentive fees; there are no additional one-off payments made for any extra time involved except for the posts of Company Chair, Senior Independent Director and Audit and Risk Committee Chair, which all involve regular added time and responsibility.
The principal objectives of the remuneration policy are: simplicity, transparency, competitiveness and fairness. To achieve these objectives, the Board has agreed that an external remuneration review will in future be held triennially in line with the triennial external Board review. This external review will consider the Fee Cap and will recommend and explain to Shareholders any changes deemed necessary, which will be subject to Shareholder approval by ordinary resolution in accordance with article 29.1 of the Articles of Incorporation. Between the external reviews, an annual in-house review will take into account any sustained changes in workload, in inflation or in comparators with the peer group. Any changes to Directors' fees as a result will be subject to the then current Fee Cap, as approved by Shareholders by ordinary resolution.
The EGM will be held at the Company's registered office, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR on 1 April 2022 at 10.00 am. The formal notice convening the EGM is set out at the end of this document.
The Disapplication of Pre-Emption 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 EGM. The Increase of Directors' Fee Cap Resolution is an ordinary resolution and, in order to be passed, will require the approval of Shareholders representing over 50% of the votes cast at the EGM.
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 EGM, 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 EGM. In the event that the EGM is adjourned and the above-mentioned quorum is not present, at such adjourned EGM the quorum shall be one Shareholder.
As soon as practicable following the EGM, 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 EGM. Submission of the Form of Proxy will enable your vote to be counted at the EGM in the event of your absence (please see the section titled ' Covid-19' on page 2 of this document for further information on potential restrictions on attendance at the EGM).
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 10.00 am on 19 April 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' on page 2 of this document) may change between the date of this document and the date of the EGM, the Company encourages Shareholders to vote by proxy at the EGM and to appoint the chairman of the meeting as their proxy for that purpose. If a Shareholder appoints someone other than the chairman of the meeting as their proxy or corporate representative or intends to attend and vote in person, and covid-19 restrictions are re-introduced which affect attendance at the EGM, they or their proxy or corporate representative may be unable to attend in person and therefore unable to vote at the EGM.
The appointment of a proxy will not prevent a Shareholder from attending and voting in person at the EGM if it is legally permitted at the time of the EGM and should they wish to do so.
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 Resolutions to be proposed at the EGM.
The Directors intend to vote in favour of the Resolutions in respect of their holdings of Shares amounting to 693,475 Shares in aggregate (representing approximately 0.25% of the issued Share capital of the Company as at 31 March 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 AGM | has the meaning given to it in paragraph 1 of the Letter from the Chairman |
|
|---|---|---|
| 2022 AGM | has the meaning given to it in paragraph 2 of the Letter from the Chairman |
|
| 2022 EGM | has the meaning given to it in paragraph 1 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) |
|
| Resolution | Disapplication of Pre-Emption means the special resolution numbered 1 in the Notice of Extraordinary General Meeting, which will be proposed at the EGM |
|
| Euroclear | means Euroclear UK & International Limited, being the operator of CREST |
|
| Extraordinary General Meeting or EGM |
means the extraordinary general meeting of the Company convened for 10.00 am on 21 April 2022 or any adjournment thereof, notice of which is set out at the end of this document |
|
| Fee Cap | has the meaning given to it in paragraph 6 of the Letter from the Chairman |
|
| Form of Proxy | means the personalised form of proxy for use by Shareholders in connection with the EGM |
| Increase of Directors' Fee Cap Resolution |
means the ordinary resolution numbered 2 in the Notice of Extraordinary General Meeting, which will be proposed at the EGM |
|---|---|
| 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 |
| Resolutions | means the Disapplication of Pre-Emption Resolution and the Increase of Directors' Fee Cap Resolution to be proposed at the EGM |
| Retail Price Index | means the retail price index published by the UK's Office for National Statistics |
| Ruffer | means Ruffer LLP and its subsidiaries and subsidiary undertakings, including Ruffer AIFM Limited, the Company's investment manager |
| 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 'EGM') 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 10.00 am on 21 April 2022 to consider and, if thought fit, approve the resolutions set out below, which will be proposed, in the case of resolution 1, as a special resolution, and in the case of resolution 2, as an ordinary resolution.
1 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.
2 That, with effect from the passing of this resolution, in accordance with the provisions of article 29.1 of the Articles, the cap on the ordinary remuneration of the directors of the Company who do not hold executive office for their services (excluding amounts payable under any other subparagraph of the Articles) shall be increased to, in aggregate, £300,000 per annum.
By order of the Board
Sanne Fund Services (Guernsey) Limited Date: 1 April 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 EGM. The EGM 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 reinstate 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 EGM will be published on the Company's website ruffer.co.uk/ric and notified by the Company through a Regulatory Information Service announcement.
The Board encourages all Shareholders to vote by proxy at the EGM and to appoint the chairman of the meeting as their proxy in order to vote on the matters being considered at the EGM. If a Shareholder appoints another person as their proxy or corporate representative or intends to attend and vote in person, and covid-19 restrictions are re-introduced which affect attendance at the EGM, they or their proxy or corporate representative may be unable to attend in person and therefore be unable to vote at the EGM. The appointment of a proxy will not prevent a Shareholder from attending and voting in person at the EGM if it is legally permitted at the time of the EGM and should they wish to do so.
The vote on the Resolutions 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 EGM.
Shareholders are asked to submit any questions on the business to be dealt with at the EGM to the Company Secretary via [email protected] in advance of the EGM. 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.
and conditions or by email to #[email protected] at least 48 hours (excluding non-working days) before the time of the EGM. 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 EGM. 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 EGM (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 19 April 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 EGM.
7 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the EGM (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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