RUFFER INVESTMENT COMPANY
LIMITED
(a closed-ended investment company incorporated in Guernsey with
registration number 41996)
LEI Number 21380068AHZKY7MKN047
(the “Company”)
1 December 2017
RESULTS OF ANNUAL
GENERAL MEETING
At the Annual General Meeting (“AGM”) of the Company held on
1 December 2017, all resolutions set
out in the AGM Notice sent to shareholders on 29 September 2017 were duly passed.
Details of the proxy voting results which should be read
alongside the Notice sent to shareholders are noted below. A
vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution.
Ordinary Resolution |
For |
Against |
Withheld |
1 |
37,917,766 |
77,106 |
1,200 |
2 |
37,994,872 |
0 |
1,200 |
3 |
37,988,958 |
5,914 |
1,200 |
4 |
37,989,958 |
4,914 |
1,200 |
5 |
37,987,533 |
7,339 |
1,200 |
6 |
37,947,533 |
22,339 |
26,200 |
7 |
37,971,533 |
8,339 |
16,200 |
8 |
37,945,469 |
24,403 |
26,200 |
9 |
37,952,192 |
42,680 |
1,200 |
10 |
37,992,447 |
2,425 |
1,200 |
Special
Resolution |
For |
Against |
Withheld |
1 |
37,987,533 |
7,339 |
1,200 |
2 |
37,985,330 |
9,542 |
1,200 |
3 |
35,765,407 |
2,226,562 |
4,103 |
Special Resolution 1
To consider and approve that the Company, be and is hereby
generally and unconditionally authorised in accordance with The
Companies (Guernsey) Law, 2008, as amended, (the “Law”) to make
market acquisitions as defined in that Law of its Unclassified
Shares of 0.01p each (“Shares”), provided that:-
i)
the maximum number of Shares hereby authorised to be acquired by
the Company shall be no more than 14.99% of the Company’s issued
share capital at the date of this resolution;
ii)
the minimum price (exclusive of expenses) which may be paid for a
Share is 0.01p, being the nominal value per share;
iii)
the maximum price (exclusive of expenses) which may be paid for a
Share is an amount equal to the higher of 105 per cent of the
average of the middle market quotations for a Share taken from the
London Stock Exchange Daily Official List for the 5 business days
immediately preceding the day on which the Share is acquired and
(ii) the price stipulated in Article 5(i) of the Buy-back and
Stabilisation Regulation (No 2237 of 2003);
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 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 2018 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
That the Board be and is hereby empowered under the Articles of
Incorporation (the “Articles”) to allot 16,796,341 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. 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 2018.
Special Resolution 3
That the New Articles of Incorporation produced to the Annual
General Meeting and signed by the Chairman of the Annual General
Meeting for the purposes of identification be adopted as the
articles of incorporation of the company in substitution for the
Existing Articles of Incorporation of the Company.
Enquiries:
Northern Trust International Fund Administration Services
(Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
Fax: 01481 745075
END