Last checked at 
4 Dec 2020 14:17
4 December 2020
RUFFER INVESTMENT COMPANY LIMITED
(a closed-ended investment company incorporated in Guernsey with registration number 41996)
LEI 21380068AHZKY7MKNO47
Result of Annual General Meeting
At the Annual General Meeting of the Company held on 4 December 2020, all Ordinary and Special Resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 29 September 2020 were duly passed.
The Board also announces that effective today, Mr Ashe Windham has retired as a Director of the Company and Mr Christopher Russell has replaced Mr Windham as Chairman of the Board. Further, effective today, Mrs Jill May has replaced Mr Russell as Senior Independent Director. The Board wishes to express sincere thanks to Mr Windham for his invaluable contribution to the Board during his time as a Chairman.
Details of the proxy voting results which should be read alongside the Notice are noted below:
Ordinary Resolution | For | Against | Withheld |
1 | 60,066,863 votes (100% of votes cast) | Nil | 2,000 votes |
2 | 60,068,863 votes (100% of votes cast) | Nil | Nil |
3 | 59,989,729 votes (99.97% of votes cast) | 20,377 votes (0.03% of votes cast) | 58,757 votes |
4 | 59,971,766 votes (99.89% of votes cast) | 67,415 votes (0.11% of votes cast) | 29,682 votes |
5 | 60,053,439 votes (99.98% of votes cast) | 11,098 votes 0.02% of votes cast) | 4,326 votes |
6 | 59,892,370 votes (99.78% of votes cast) | 134,520 votes (0.22% of votes cast) | 41,973 votes |
7 | 60,025,572 votes (99.99% of votes cast) | 6,318 votes (0.01% of votes cast) | 36,973 votes |
8 | 60,030,228 votes (99.99% of votes cast) | 6,318 votes (0.01% of votes cast) | 32,317 votes |
9 | 60,035,228 votes (100% of votes cast) | 1,318 votes (0% of votes cast) | 32,317 votes |
10 | 60,035,228 votes (100% of votes cast) | 1,318 votes (0% of votes cast) | 32,317 votes |
11 | 60,063,226 votes (100% of votes cast) | Nil | 5,637 votes |
Special Resolution | For | Against | Withheld |
12 | 60,040,924 votes (99.97% of votes cast) | 20,188 votes (0.03% of votes cast) | 7,751 votes |
13 | 59,969,740 votes (99.87% of votes cast) | 77,326 votes (0.13% of votes cast) | 21,797 votes |
Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.
The Special Resolutions were as follows:
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 "Preference Shares"), provided that:-
(i) the maximum number of Preference Shares hereby authorised to be acquired by the Company be 14.99% of the Preference Shares in issue at the date of this resolution;
(ii) the minimum price (exclusive of expenses) which may be paid for a Preference Share is 0.01p, being the nominal value per share;
(iii) the maximum price (exclusive of expenses) which may be paid for a Preference Share shall be not more than the higher of (i) 5 per cent. above the average market value of a Preference Share for the five business days prior to the day the purchase is made and (ii) the value of a Preference 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 Preference Shares on the trading venue where the purchase is carried out);
(iv) acquisitions may only be made pursuant to this authority if the Preference Shares are (at the date of the proposed acquisition) trading on the London Stock Exchange at a discount to the lower of the undiluted or diluted Net Asset Value;
(v) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2021 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 Preference 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 Preference Shares pursuant to any such contract.
Special Resolution 2 (Resolution 13)
That the Board be and is hereby empowered under the Articles of Incorporation (the "Articles") to allot 18,078,841 equity securities (as defined in the Articles) being 10% of the equity securities in issue as at the latest practicable date prior to the date of this notice, excluding shares held in treasury for cash and pursuant to Article 7(2)(g) of the Articles, at a price of not less than the net asset value per Preference share plus the costs of the exercise at the time of any such allotment. The right of shareholders to receive a pre-emptive offer pursuant to Article 7(2)(b) of the Articles shall hereby be excluded in respect of the equity securities the Board is empowered to allot pursuant to this resolution, provided that this power shall expire (unless previously renewed, varied or revoked by the Company in general meeting) immediately prior to the Annual General Meeting of the Company to be held in 2021.
Enquiries:
Praxis Fund Services Limited
Company Secretary
Shona Darling
DDI: +44(0)1481 755528
Email: ric@praxisifm.com