Company Announcements

Publication of Circular and Notice of EGM

Source: RNS
RNS Number : 8000V
Ruffer Investment Company Limited
19 April 2021
 

19 April 2021

RUFFER INVESTMENT COMPANY LIMITED

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

(the "Company")

 

Publication of Circular and Notice of EGM

The Company announces that it has today published a circular to shareholders and notice of extraordinary general meeting of the Company to be held at 10.00 a.m. on Friday, 7 May 2021 at the offices of Praxis Fund Services Limited, Sarnia House, Le Truchot, St Peter Port, Guernsey (the "Circular"). The text of the Chairman's letter and the expected timetable, extracted from the Circular, are set out below. 

 

The Circular will be posted to Shareholders today and a copy of the Circular can be found on the Company's website at www.ruffer.co.uk/Funds/Ruffer-Investment-Company 

 

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website address: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Terms used and not defined in this announcement shall have the meanings given to them in the Circular.

 

Expected Timetable

 

Date of this document

 

19 April 2021

Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions

 

10.00 a.m. on 5 May 2021

Time and date of the Extraordinary General Meeting

 

10.00 a.m. on 7 May 2021

 

1          INTRODUCTION

 

At the Company's annual general meeting held on 4 December 2020 (the "2020 Annual General Meeting"), the Directors were granted authority to issue and/or sell from treasury for cash, on a non-pre-emptive basis (without first offering them pro rata to all Shareholders) up to 18,078,841 Preference Shares which is 10 per cent. of the number of Preference Shares in issue as at the latest practicable date prior to the publication of the notice of the 2020 Annual General Meeting. The price at which the Preference Shares may be issued and/or sold is not less than the last published Net Asset Value per Preference Share at the time of the proposed issue and/or sale from treasury plus costs thereby protecting existing Shareholders from any economic dilution.

 

Since the 2020 Annual General Meeting, and as at 15 April 2021 (being the latest practicable date prior to the publication of this document), the Company has issued 14,680,000 Preference Shares pursuant to the authority granted at that meeting. Accordingly this authority has been substantially utilised with a balance of 3,398,841 Preference Shares remaining to be issued under that existing authority.

 

2          RENEWAL OF AUTHORITY TO ISSUE AND/OR SELL FROM TREASURY PREFERENCE

SHARES ON A NON-PRE-EMPTIVE BASIS

 

The Preference Shares have traded at a premium to the Net Asset Value per Preference Share for almost three months, which indicates that there is ongoing demand for them in the market. In order to satisfy this demand, the Company has issued 14,680,000 Preference Shares in the period from the 2020 Annual General Meeting to 19 April 2021 at an average price of 280.88 pence per Preference Share and at an average 1.63 per cent. premium to the Net Asset Value per Preference Share at the time of issue. Accordingly, the authority granted at the 2020 Annual General Meeting has been substantially utilised with a balance of 3,398,841 Preference Shares remaining.

 

In order to satisfy continuing demand for Preference Shares, and given the benefits to existing Shareholders described below, the Directors have resolved to convene the Extraordinary General Meeting on 7 May 2021 in order to seek additional Shareholder authority to issue and/or sell from treasury further Preference Shares for cash on a non-pre-emptive basis.

 

The Resolution to be considered at the Extraordinary General Meeting will, if passed, give the Directors the additional authority to issue and/or sell from treasury for cash on a non-pre-emptive basis up to 19,546,841 Preference Shares. This is approximately 10 per cent. of the issued Preference Share capital of the Company, excluding treasury shares, as at the date of this document. As with the Preference Share issuance to date, the Preference Shares will be issued at a price which is at a premium to the last published Net Asset Value per Preference Share at the time the proposed allotment or sale from treasury is agreed plus the costs of the issue or sale from treasury. Any issuance will therefore be accretive to the Net Asset Value per Preference Share.

 

The authority conferred by the Resolution will lapse at the conclusion of the next annual general meeting of the Company (the "2021 Annual General Meeting"), to be held in December 2021, when the Directors will seek renewed authority. If the authority conferred by the Resolution is exhausted before the 2021 Annual General Meeting, or if the authority renewed at the 2021 Annual General Meeting is subsequently exhausted, then the Directors intend to seek Shareholder authority to issue and/or to sell from treasury Preference Shares on a non-pre-emptive basis at one or more subsequent extraordinary general meetings.

 

3          BENEFITS OF THE RENEWAL OF THE AUTHORITY TO ISSUE AND/OR SELL FROM

TREASURY PREFERENCE SHARES ON A NON-PRE-EMPTIVE BASIS

 

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

 

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

 

·      an increase in the size of the Company, thereby spreading operating costs over a larger capital

base which should reduce the ongoing charges ratio;

 

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

 

·      improvement of liquidity in the market for the Preference Shares.

 

4          USE OF PROCEEDS

 

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

 

5          DILUTION AND TREASURY SHARES

 

The issue and/or sale from treasury of Preference Shares pursuant to the authority conferred by the Resolution will dilute the voting control of existing Shareholders. Assuming that the authority is used in full and the Preference Shares are not issued and/or sold from treasury to existing Shareholders, this will result in a dilution of approximately 9.1 per cent. in existing Shareholders' voting control of the Company.

 

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

 

6          EXTRAORDINARY GENERAL MEETING

 

The Extraordinary General Meeting will be held at the offices of Praxis Fund Services Limited, Sarnia House, Le Truchot, St Peter Port, Guernsey on 7 May 2021 at 10.00 a.m. The formal notice convening the Extraordinary General Meeting is set out at the end of this document.

 

On Friday 8 January 2021, the States of Guernsey announced that, as part of its response to the COVID-19 pandemic, all travel to Guernsey is prohibited, save in very limited circumstances. In addition, travel to Guernsey requires undertaking a mandatory 14 days self-isolation. Up to date information can be found at covid19.gov.gg. On 17 March 2021 the States of Guernsey announced that the island would enter stage 3 of lock-down from 22 March 2021 meaning that gatherings, including business meetings such as the Extraordinary General Meeting, are permitted. However, if the current restrictions on inbound travel and local lock-down introduced by the States of Guernsey in response to the COVID-19 pandemic remain in place at the intended time scheduled for the meeting, physical attendance at the Extraordinary General Meeting will be difficult or impossible for all Shareholders, proxies and corporate representatives. Shareholders should carefully consider whether or not it is appropriate to attend the Extraordinary General Meeting if the guidance continues to be the same or becomes even more restrictive. The situation in respect of COVID-19 may change rapidly and Shareholders should note that further changes may need to be put in place at short notice in relation to the Extraordinary General Meeting.

 

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

 

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

 

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

 

As Shareholders may not be able to attend the Extraordinary General Meeting, Shareholders are asked to submit any questions on the business to be dealt with at the Extraordinary General Meeting to shona.darling@praxisifm.com in advance of the Extraordinary General Meeting. The Company Secretary will then endeavour to respond to relevant Shareholder queries.

 

In accordance with the Articles of Incorporation, all Shareholders present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Preference 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 five per cent. or more of the voting rights available in respect of the 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, www.ruffer.co.uk/Funds/Ruffer-Investment-Company.

 

7          ACTION TO BE TAKEN

 

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

 

Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the Company's registrars, Computershare Investor Services (Guernsey) Limited, by no later than 10.00 a.m. on 5 May 2021. The Form of Proxy can be returned by delivery to offices of the Company's registrars, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, online at www.investorcentre.co.uk/eproxy, at the email address: 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 Euroclear website (www.euroclear.com).

 

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

 

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

 

8          RECOMMENDATION

 

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

 

The Directors intend to vote in favour of the Resolution in respect of their holdings of Preference Shares amounting to 238,348 Preference Shares in aggregate (representing approximately 0.12 per cent. of the issued Preference Share capital of the Company, excluding treasury shares, as at 15 April 2021, the latest practicable date prior to the publication of this document).

 

Yours sincerely

 

Christopher Russell

Chairman

 

Enquiries:

 

Praxis Fund Services Limited

Company Secretary

Shona Darling

DDI: +44(0)1481 755528

Email: ric@praxisifm.com 

 

Investec Bank plc

Broker

David Yovichic

DDI: +44(0)20 7597 4952

Email: David.yovichic@investec.co.uk 

 

LEI 21380068AHZKY7MKNO47

 

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