Ruffer Regulatory News (RICA)

7 February 2022

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 12.30 p.m. on Friday, 25 February 2022 at the Company's registered office, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR (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/2022-02-ric-circular 

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for viewing online at 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

1 INTRODUCTION

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.

2 RENEWAL OF AUTHORITY TO ISSUE SHARES ON A NON-PRE-EMPTIVE BASIS

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, 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.

3 BENEFITS OF THE RENEWAL OF THE AUTHORITY TO ISSUE SHARES ON A NON-PRE-EMPTIVE BASIS

The Directors believe that any Share issuance pursuant to the authority conferred by the Resolution should continue to yield the following principal benefits:

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

- 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

- improvement of liquidity in the market for the Shares.

4 USE OF PROCEEDS

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.

5 DILUTION AND TREASURY SHARES

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.

6 EXTRAORDINARY GENERAL MEETING

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 above-mentioned 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.

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 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 #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 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.

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 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).

Enquiries:

Sanne Fund Services (Guernsey) Limited

Company Secretary

Katrina Rowe

DDI: +44(0)1481 737673

Email: ric@praxisifm.com 

Investec Bank plc

Broker

David Yovichic

DDI: +44(0)20 7597 4952

Email: David.yovichic@investec.co.uk 

LEI 21380068AHZKY7MKNO47