TIDMRICA
RNS Number : 6486H
Ruffer Investment Company Limited
04 December 2020
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 Nil 2,000 votes
(100% of votes
cast)
2 60,068,863 votes Nil Nil
(100% of votes
cast)
3 59,989,729 votes 20,377 votes 58,757 votes
(99.97% of votes (0.03% of votes
cast) cast)
4 59,971,766 votes 67,415 votes 29,682 votes
(99.89% of votes (0.11% of votes
cast) cast)
5 60,053,439 votes 11,098 votes 4,326 votes
(99.98% of votes 0.02% of votes
cast) cast)
6 59,892,370 votes 134,520 votes 41,973 votes
(99.78% of votes (0.22% of votes
cast) cast)
7 60,025,572 votes 6,318 votes 36,973 votes
(99.99% of votes (0.01% of votes
cast) cast)
8 60,030,228 votes 6,318 votes 32,317 votes
(99.99% of votes (0.01% of votes
cast) cast)
9 60,035,228 votes 1,318 votes 32,317 votes
(100% of votes (0% of votes
cast) cast)
10 60,035,228 votes 1,318 votes 32,317 votes
(100% of votes (0% of votes
cast) cast)
11 60,063,226 votes Nil 5,637 votes
(100% of votes
cast)
Special Resolution For Against Withheld
12 60,040,924 votes 20,188 votes 7,751 votes
(99.97% of votes (0.03% of votes
cast) cast)
13 59,969,740 votes 77,326 votes 21,797 votes
(99.87% of votes (0.13% of votes
cast) cast)
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
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END
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