Result of AGM
5 December 2019
RUFFER INVESTMENT COMPANY LIMITED
(a closed-ended investment company incorporated in Guernsey with registration number 41996)
Result of Annual General Meeting
At the Annual General Meeting of the Company held on 5 December 2019, all Ordinary and Special Resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 10 October 2019 were duly passed.
Details of the proxy voting results which should be read along side the Notice are noted below:
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 11)
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 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 2020 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
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 12)
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 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 2020.
Praxis Fund Services Limited
DDI: +44(0)1481 755528
Email: [email protected]
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