TIDMRICA
RNS Number : 2703V
Ruffer Investment Company Limited
30 November 2023
30 November 2023
RUFFER INVESTMENT COMPANY LIMITED
(a closed-ended investment company incorporated in Guernsey with
registration number 41996)
(the "Company")
Result of Annual General Meeting
The Board of the Company is pleased to announce that each of the
resolutions proposed at the annual general meeting of the Company
held earlier today were approved by shareholders on a poll.
Details of the number of shares voted in person or by proxy,
which should be read alongside the notice of annual general meeting
as circulated to shareholders on 27 October 2023, are set out
below:
For (including discretionary Against Withheld*
votes)
Ordinary Votes % Votes Cast Votes % Votes Cast Votes
Resolution
-------------- --------------- ---------- ------------- ----------
1 135,134,028 99.96 53,043 0.04 40,592
-------------- --------------- ---------- ------------- ----------
2 135,169,881 99.99 19,059 0.01 38,723
-------------- --------------- ---------- ------------- ----------
3 134,717,853 99.74 355,310 0.26 154,500
-------------- --------------- ---------- ------------- ----------
4 135,033,893 99.90 136,687 0.10 57,083
-------------- --------------- ---------- ------------- ----------
5 135,135,826 99.98 31,608 0.02 60,229
-------------- --------------- ---------- ------------- ----------
6 134,952,504 99.93 91,579 0.07 183,580
-------------- --------------- ---------- ------------- ----------
7 134,953,546 99.94 86,537 0.06 187,580
-------------- --------------- ---------- ------------- ----------
8 134,935,003 99.92 110,021 0.08 182,639
-------------- --------------- ---------- ------------- ----------
9 134,877,877 99.88 161,277 0.12 188,509
-------------- --------------- ---------- ------------- ----------
10 134,892,029 99.89 147,125 0.11 188,509
-------------- --------------- ---------- ------------- ----------
11 135,171,025 99.99 17,916 0.01 38,722
-------------- --------------- ---------- ------------- ----------
Special
Resolution
-------------- --------------- ---------- ------------- ----------
12 133,466,449 98.73 1,710,268 1.27 50,946
-------------- --------------- ---------- ------------- ----------
13 133,723,213 99.63 495,673 0.37 1,008,777
-------------- --------------- ---------- ------------- ----------
14 133,759,652 99.66 458,260 0.34 1,009,751
-------------- --------------- ---------- ------------- ----------
*A vote withheld is not a vote in law and has not been counted
in the votes for or against a resolution.
The full wording of the special resolutions is set out
below:
Special Resolution 1 (Resolution 12)
To consider and approve that the Company, be and is hereby
generally and unconditionally authorised in accordance with section
315 of The Companies (Guernsey) Law, 2008, as amended, (the 'Law')
to make market acquisitions as defined in the Law of its
Unclassified Shares of 0.01p each (the 'Shares'), provided that
i the maximum number of Shares hereby authorised to be acquired
by the Company be 14.99% of the Shares in issue at the date of this
resolution
ii the minimum price (exclusive of expenses) which may be paid
for a Share shall be 0.01p, being the nominal value per share
iii the maximum price (exclusive of expenses) which may be paid
for a Share shall be not more than the higher of (i) 5% above the
average market value of a Share for the five business days prior to
the day the purchase is made and (ii) the value of a Share
calculated on the basis of the higher of the price quoted for the
last independent trade and the highest independent bid for any
number of the Shares on the trading venue where the purchase is
carried out)
iv acquisitions may only be made pursuant to this authority if
the Shares are (at the date of the proposed acquisition) trading on
the London Stock Exchange at a discount to the prevailing Net Asset
Value per share
v the authority hereby conferred shall expire at the conclusion
of the Annual General Meeting of the Company in 2024 or, if
earlier, on the expiry of 15 months from the passing of this
resolution, unless such authority is renewed prior to such time
and
vi the Company may make a contract to acquire Shares under the
authority hereby conferred prior to the expiry of such authority
which will or may be executed wholly or partly after the expiration
of such authority and may make an acquisition of Shares pursuant to
any such contract.
Special Resolution 2 (Resolution 13)
That pursuant to Article 7.2(g) of 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.
Special Resolution 3 (Resolution 14)
That conditional to the passing of Special Resolution 2 and in
addition to the authority granted thereunder, pursuant to Article
7.2(g) of 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
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.
Enquiries:
Sanne Fund Services (Guernsey) Limited
Company Secretary
Gemma Berry
DDI: +44(0) 20 3530 3110
Email: ric@apexfs.group
Investec Bank plc
Broker
David Yovichic
DDI: +44(0)20 7597 4952
Email: David.yovichic@investec.co.uk
LEI 21380068AHZKY7MKNO47
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END
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November 30, 2023 11:33 ET (16:33 GMT)
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