Last checked at 
2 Dec 2022 14:48
2 December 2022
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.
The Board also announces that effective today, Mr David Staples and Ms Jill May have retired as Directors of the Company and that Ms Susie Farnon has replaced Mr Staples as Chairman of the Audit and Risk Committee, and that Mr Nicholas Pink has replaced Ms May as Senior Independent Director. The Board wishes to express sincere thanks to both Mr Staples and Ms May.
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 12 October 2022, are set out below:
Ordinary Resolution | For | Against | Withheld |
1 | 110,589,528 votes (99.99% of votes cast)
| 1,694 votes (0.01% of votes cast) | 71,649 |
2 | 110,646,619 votes (99.99% of votes cast)
| 1,694 votes (0.01% of votes cast) | 14,558 |
3 | 110,497,508 votes (99.90% of votes cast)
| 116,056 votes (0.10% of votes cast) | 49,307 |
4 | 110,553,984 votes (99.91% of votes cast)
| 94,329 votes (0.09% of votes cast) | 14,558 |
5 | 110,606,593 votes (99.98% of votes cast)
| 23,515 votes (0.02% of votes cast) | 32,763 |
6 | 107,752,334 votes (99.88% of votes cast)
| 129,134 votes (0.12% of votes cast) | 2,781,403 |
7 | 110,564,123 votes (99.95% of votes cast)
| 57,753 votes (0.05% of votes cast) | 40,995 |
8 | 110,610,889 votes (99.97% of votes cast)
| 36,987 votes (0.03% of votes cast) | 14,995 |
9 | 110,615,464 votes (99.99% of votes cast)
| 3,012 votes (0.01% of votes cast) | 44,395 |
10 | 110,552,848 votes (99.92% of votes cast)
| 91,628 votes (0.08% of votes cast) | 18,395 |
11 | 110,646,619 votes (99.99% of votes cast)
| 1,694 votes (0.01% of votes cast) | 14,558 |
Special Resolution | |||
12 | 110,632,728 votes (100% of votes cast)
| 2,694 votes (0% of votes cast)
| 27,449 |
13 | 110,179,160 votes (99.59% of votes cast)
| 451,210 votes (0.41% of votes cast) | 32,501 |
14 | 109,013,323 votes (98.55% of votes cast)
| 1,607,047 votes (1.45% of votes cast) | 42,501 |
Note - A vote withheld is not a vote in law and has not been counted in the votes for and 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 2023 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
Shona Darling
DDI: +44(0)1481 737673
Email: ric@sannegroup.com
Investec Bank plc
Broker
David Yovichic
DDI: +44(0)20 7597 4952
Email: David.yovichic@investec.co.uk
LEI 21380068AHZKY7MKNO47