27 September 2021
RUFFER INVESTMENT COMPANY LIMITED
(a closed-ended investment company incorporated in Guernsey with registration number 41996)
Result of Extraordinary General Meeting
The Board of the Company is pleased to announce that the resolution proposed at the extraordinary general meeting of the Company held earlier today (the "Resolution") was approved by shareholders on a poll.
Terms used and not defined in this announcement shall have the meanings given to them in the circular to shareholders published by the Company on 7 September 2021 (the "Circular").
The number of shares voted in person or by proxy on the Resolution which was proposed as a special resolution was as follows:
That the board of directors of the Company (or a duly authorised committee thereof) (the 'Board') be and is hereby empowered under the articles of incorporation of the Company (the 'Articles') to allot 21,684,841 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 redeemable participating preference shares of 0.01 pence each in the capital of the Company ('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 2021. The authority conferred by this resolution is in addition to any existing authority to allot equity securities (as defined in the Articles) on a non-pre-emptive basis.
49,183,416 votes were in favour of the Resolution (92.96% of votes cast) and 3,721,939 votes were against the Resolution (7.04% of votes cast). 68,405 had withheld from voting on the resolution and such votes had not been counted in determining the proportion of votes cast for or against the resolution.
An application has been made to the Financial Conduct Authority and London Stock Exchange for the block listing of 6,350,000 Shares with an admission date of 28 September 2021.
Shares will be issued under the block listing to satisfy continuing demand that cannot be met through the secondary market, and the net proceeds of share issuance under the block listing will be invested in accordance with the Company's published investment policy. The Shares issued under the block listing will, when issued, rank pari passu with the existing Shares of the Company.
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