Ruffer Regulatory News (RICA)

27 May 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 Thursday, 16 June 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/2022-05-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

Letter from the Chairman

1 INTRODUCTION

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 at that time, 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 'February 2022 EGM') and, following substantial utilisation of this additional authority, an equivalent authority to issue a further 28,977,563 Shares was granted at an extraordinary general meeting held on 21 April 2022 (the 'April 2022 EGM'). In each case, the authority represented 10% of the number of Shares in issue at that time.

As at 26 May 2022, being the latest practicable date prior to the publication of this document, the Company had issued 63,680,127 Shares pursuant to the authorities granted at the 2021 AGM, the February 2022 EGM and the April 2022 EGM (together, the 'Existing Authorities'). These authorities have been substantially utilised with a balance of 14,288,840 Shares remaining to be issued.

Due to continuing strong demand for the Shares in the market, the Directors are now seeking approval from Shareholders for additional authorities to be granted.

Share issuances utilising the Existing Authorities 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.

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, the Company has issued 63,680,127 Shares during the period from the 2021 AGM to 26 May 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.

The tap issuances utilising the Existing Authorities have been undertaken at an average price of 304.73 pence per Share and at an average 2.45% premium to the Net Asset Value per Share at the time of issue. The authorities granted at the 2021 AGM and the February 2022 EGM have been fully utilised and the authority granted at the April 2022 EGM has been substantially utilised, with a balance of 14,288,840 Shares remaining to be issued as at 26 May 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 16 June 2022 to seek additional Shareholder authorities to issue further Shares for cash on a non-pre-emptive basis. The rate of the Company's tap issuances has increased materially since the beginning of 2022, resulting in the Existing Authorities being utilised more quickly than the issuance authorities employed last year, and in turn requiring the Directors to return to Shareholders to seek additional authorities at more frequent intervals. To cater better for the anticipated continuation of sustained demand for Shares at current levels, the Directors are therefore seeking Shareholder approval for two separate disapplication of pre-emption resolutions each of which will, if passed, give the Directors immediate authority to issue up to 10% of the number of Shares in issue at the time of the EGM on a non-pre-emptive basis. Accordingly, the Resolutions will, if both passed, give the Directors authority to issue up to, in aggregate, 20% of the number of Shares in issue at the time of the EGM before needing to return to Shareholders for further dis-application of pre-emption authorities.

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 authorities conferred by the Resolutions will lapse on the date which is 18 months from the date of the passing of the Resolutions 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 authorities conferred by the Resolutions are 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 Resolutions, 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 authorities granted by the Resolutions, and that which will be sought at the 2022 AGM. Accordingly, a prospectus may be published in future in order to 'reset' the 20% capacity afforded under the Prospectus Regulation should the Directors consider it to be in the best interests of the Company and its Shareholders as a whole to do so, taking into account anticipated ongoing demand for the Shares at that time.

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

The Directors believe that any Share issuance pursuant to the authority conferred by the Resolutions 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 help 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 enabling easy purchase and sale providing Shareholders with flexibility in the management of their own wealth without impacting the investment decisions of the Company.

4 USE OF PROCEEDS

The net proceeds of any Shares issued pursuant to the authorities conferred by the Resolutions will be invested in accordance with the Company's published investment policy.

5 DILUTION AND TREASURY SHARES

The issue of Shares pursuant to the authorities conferred by the Resolutions will dilute the voting control of existing Shareholders. Assuming that the balance of 14,288,840 Shares remaining under the existing April 2022 EGM authority are issued prior to the EGM, the authorities conferred by the Resolutions are used in full and the new Shares are not issued to existing Shareholders, this will result in an aggregate dilution of approximately 20.4% in existing Shareholders' voting control of the Company (based on the Company's issued share capital as at 26 May 2022).

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

6 EXTRAORDINARY GENERAL MEETING

The EGM will be held at the Company's registered office, Sarnia House, Le Truchot, St Peter Port, Guernsey, GY1 1GR on 16 June 2022 at 12.30 pm. The formal notice convening the EGM is set out at the end of this document.

The Resolutions are special resolutions and, in order to be passed, will require the approval of Shareholders representing at least 75% 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.

7 ACTION TO BE TAKEN

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.

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 14 June 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 EGM and the CREST Manual on the Euroclear website, euroclear.com.

The appointment of a proxy will not prevent a Shareholder from attending and voting in person at the EGM should they wish to do so.

8 RECOMMENDATION

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 0.23% of the issued Share capital of the Company as at 26 May 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