10 December 2024
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.
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 8
November 2024, are set out below:
|
|
For (including discretionary
votes)
|
Against
|
Withheld*
|
|
Ordinary Resolution
|
Votes
|
% Votes Cast
|
Votes
|
% Votes Cast
|
Votes
|
|
1
|
128,210,416
|
100.00
|
5,344
|
0.00
|
56,373
|
|
2
|
127,845,190
|
99.82
|
233,050
|
0.18
|
193,893
|
|
3
|
127,971,219
|
99.80
|
250,558
|
0.20
|
50,356
|
|
4
|
128,184,401
|
99.99
|
7,485
|
0.01
|
80,247
|
|
5
|
127,849,838
|
99.77
|
300,054
|
0.23
|
122,241
|
|
6
|
127,660,750
|
99.63
|
470,786
|
0.37
|
140,597
|
|
7
|
127,898,545
|
99.80
|
251,347
|
0.20
|
122,241
|
|
8
|
127,900,545
|
99.81
|
239,683
|
0.19
|
131,905
|
|
9
|
127,752,515
|
99.77
|
296,767
|
0.23
|
222,851
|
|
10
|
128,093,343
|
99.91
|
118,959
|
0.09
|
59,831
|
|
11
|
127,500,365
|
99.55
|
572,246
|
0.45
|
199,522
|
|
Special Resolution
|
|
|
|
|
|
|
12
|
124,987,772
|
97.49
|
3,223,086
|
2.51
|
61,275
|
|
13
|
127,142,763
|
99.18
|
1,052,895
|
0.82
|
76,475
|
|
14
|
127,112,754
|
99.16
|
1,071,907
|
0.84
|
87,472
|
|
15
|
128,027,453
|
99.90
|
124,545
|
0.10
|
120,135
|
*A vote withheld is not a
vote in law and has not been counted in the votes for or 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 2025 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.
Special Resolution 4 (Resolution 15)
That
the new articles of incorporation (in the form produced to the AGM
and signed by the Chair of the AGM for the purposes of
identification) (the 'New Articles') be and are hereby approved and
adopted as the new articles of incorporation of the Company in
substitution for, and to the exclusion of, the existing articles of
incorporation of the Company.
Enquiries:
Sanne Fund Services (Guernsey) Limited
Company Secretary
Nicole Liebenberg
DDI: +44(0)20 3530 3653
Email: ric@apexgroup.com
Investec Bank plc
Broker
David Yovichic
DDI: +44(0)20 7597 4952
Email: David.yovichic@investec.co.uk
LEI 21380068AHZKY7MKNO47