TIDMRICA
RNS Number : 3076S
Ruffer Investment Company Limited
15 November 2021
To: RNS
From: Ruffer Investment Company Limited
LEI: 21380068AHZKY7MKNO47
Date: 15 November 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT
FOR RELEASE, PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE
UNITED STATES OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND
IS THE SOLE RESPONSIBILITY OF THE COMPANY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON
PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
Ruffer Investment Company Limited
("RICA" or the "Company")
Open Offer, Offer for Subscription and Intermediaries Offer
The Board of Ruffer Investment Company Limited is pleased to
announce that it is today launching an Issue of new Shares in the
Company at a price of 296.5p per Share by way of an Open Offer,
Offer for Subscription and Intermediaries Offer.
Highlights
- Issue Price of 296.5p per Share
- Existing Shareholders are being offered new Shares pursuant to
the Open Offer on a 1 for 4 basis
- Excess Application Facility to be made available at the
discretion of the Board to allow Shareholders to apply for more
than their Basic Entitlements
- Any Shares not allocated to the Open Offer and Excess
Application Facility will be made available to other investors
through the Offer for Subscription and Intermediaries Offer
- Up to 56,190,854 Shares to be made available in total under the Issue
- Latest time and date for receipt of completed Open Offer and
Offer for Subscription application forms is 11.00 a.m. on Wednesday
1 December 2021
Background to the Issue
Since February of this year, the Shares have, almost without
exception, traded at a premium to the Net Asset Value per Share,
indicating strong demand in the market. In order to satisfy this
demand and manage the premium, the Company has issued Shares by way
of a number of weekly tap issuances. In the period from 4 February
to 12 November 2021, 43,975,000 Tap Shares have been issued at an
average price of 286.38 pence per Share and at an average 1.77 %
premium to the Net Asset Value per Share at the time of issue. By
doing so, the Company has fully utilised the 10% pre-emption rights
disapplication authority granted by Shareholders at the 2020 AGM as
well as the majority of the two additional EGM authorities obtained
during the year.
As at today's date, 15,335,523 Shares remain available for issue
pursuant to the Second 2021 EGM authority, with this authority
expiring at the 2021 AGM, where the Directors will seek Shareholder
approval for a fresh 10% pre-emption rights disapplication
authority.
The Board is also required by the Prospectus Regulation to
publish a prospectus if it issues more than 20% of its share
capital during any preceding twelve-month period. The Company is
approaching this limit through the weekly tap issuances and so is
today publishing the Prospectus to allow the Company to continue
with its tap issuances by 'resetting' its 20% capacity under the
Prospectus Regulation.
In reaching the decision to publish the Prospectus, the Board
recognised the convenient opportunity to offer new Shares to
existing Shareholders, and to retail and other private and
institutional investors by way of the Issue. The Board values the
strong support that has been shown for the Company, particularly
from retail investors, and is conscious that many of these
Shareholders and retail market participants have not been able to
subscribe for Tap Shares, which have effectively only been
available to institutional investors.
The Prospectus, which is expected to be made available later
today on the Company's website (ruffer.co.uk/ric), contains details
of the Issue and how investors can apply for Shares.
Benefits of the Issue and Use of Proceeds
The Directors believe that any Share issuance pursuant to the
Issue should yield the following principal benefits for the Company
and Shareholders:
-- providing the Company's retail investor base with the
opportunity to buy new Shares;
-- increasing the size of the Company, thereby spreading fixed
operating costs over a larger capital base which should reduce the
ongoing charges ratio and enhance value for money for
Shareholders;
-- improving liquidity in the market for the Shares, benefitting
both existing and future Shareholders; and
-- providing a degree of premium control by satisfying any
immediate demand for Shares.
The Directors intend to use the net proceeds of the Issue to
acquire investments in accordance with the Company's investment
objective and investment policy.
The Issue
Overview
Shares will be issued pursuant to the Issue at an Issue Price of 296.5 pence per Share.
The Issue is conditional, inter alia, on: (i) the passing of the
Resolution at the General Meeting; (ii) Admission having become
effective on or before 8.00 a.m. on 6 December 2021 or such later
time and/or date as the Company, the Investment Manager and
Investec may agree (being not later than 8.00 a.m. on 31 December
2021); and (iii) the Sponsor Agreement becoming wholly
unconditional in respect of the Issue (save as to Admission) and
not having been terminated in accordance with its terms at any time
prior to Admission.
If the Issue does not proceed, an announcement to that effect
will be made via a Regulatory Information Service and any monies
received under the Issue will be returned without interest (at the
risk of the applicant) to the applicant from whom the money was
received, within 14 calendar days.
The Open Offer
Under the Open Offer 56,190,854 Shares will be made available to
Qualifying Shareholders at the Issue Price pro rata to their
holdings of Existing Shares, on the terms and subject to the
conditions of the Open Offer on the basis of:
1 new Share for every 4 Existing Shares
held and registered in their name at the Record Date.
The balance of the Shares to be made available under the Issue,
together with any Shares not taken up pursuant to the Open Offer,
will be made available under the Excess Application Facility, the
Offer for Subscription and the Intermediaries Offer.
Fractions of new Shares will not be issued to Qualifying
Shareholders in the Open Offer. Basic Entitlements will be rounded
down to the nearest whole number and any fractional entitlements to
new Shares will be disregarded in calculating Basic Entitlements.
All fractional entitlements will be aggregated and allocated at the
absolute discretion of the Directors (after consultation with
Investec) to the Offer for Subscription, the Intermediaries Offer
and/or the Excess Application Facility. Accordingly, Qualifying
Shareholders with fewer than four Existing Shares will not receive
a Basic Entitlement but may apply for Shares under the Excess
Application Facility.
The latest time and date for acceptance and payment in full in
respect of the Open Offer will be 11.00 a.m. on 1 December 2021.
Valid applications under the Open Offer will be satisfied in full
up to an applicant's Basic Entitlement.
Applications under the Open Offer are not subject to any minimum
subscription requirement.
The Excess Application Facility
Qualifying Shareholders, whether or not they have taken up all
of their Basic Entitlements, may also apply under the Excess
Application Facility for additional Shares in excess of their Basic
Entitlement. The Excess Application Facility will comprise any
Shares that the Directors determine, in their absolute discretion,
should be reallocated from the Offer for Subscription and/or the
Intermediaries Offer and/or Basic Entitlements not taken up
pursuant to the Open Offer.
No assurance can be given that applications by Qualifying
Shareholders under the Excess Application Facility will be met in
full or in part or at all.
The Offer for Subscription
The Company is making an offer of Shares pursuant to the Offer
for Subscription at the Issue Price, subject to the Terms and
Conditions of Application under the Offer for Subscription.
The Offer for Subscription is being made in the UK, Guernsey,
Jersey and Isle of Man only.
Applications under the Offer for Subscription must be for Shares
with a minimum subscription amount of 500 Shares and thereafter in
multiples of 50 Shares.
If the Offer for Subscription is extended, the revised timetable
will be notified via a Regulatory Information Service
announcement.
Intermediaries Offer
In connection with the Offer for Subscription, Investec will
appoint certain Intermediaries to market the Shares to potential
retail investors in the United Kingdom, Guernsey, Jersey and the
Isle of Man. The Intermediaries who have been appointed by Investec
will be listed on the Company's website. Investors may apply to any
of the Intermediaries to be accepted as their client.
All expenses incurred by any Intermediary are for its own
account. Investors should confirm separately with any Intermediary
whether there are any commissions, fees or expenses that will be
applied by such Intermediary in connection with any application
made through that Intermediary pursuant to the Intermediaries
Offer.
No Shares allocated under the Intermediaries Offer will be
registered in the name of any person whose registered address is
outside the United Kingdom, Guernsey, Jersey or the Isle of Man. A
minimum application of 500 Shares per underlying applicant will
apply. Allocations to Intermediaries will be determined by the
Company in its absolute discretion (following consultation with
Investec).
Each Intermediary has agreed, or will on appointment agree, to
the Intermediaries Terms and Conditions, which regulate, inter
alia, the conduct of the Intermediaries in relation to the offering
of Shares on market standard terms and provide for the payment of
commission to any such Intermediaries that elect to receive
commission from Investec. Pursuant to the Intermediaries Terms and
Conditions, in making an application, each Intermediary will also
be required to represent and warrant that they are not located in
the United States and are not acting on behalf of anyone located in
the United States or any other jurisdiction outside of the United
Kingdom, Guernsey, Jersey and the Isle of Man.
Scaling Back and Allocation
In the event that subscriptions exceed the maximum number of
Shares available under the Issue, the Directors will scale back
subscriptions under the Offer for Subscription, Intermediaries
Offer and/or the Excess Application Facility at their discretion.
The Basic Entitlements under the Open Offer are being made on a
pre-emptive basis to Qualifying Shareholders and are not subject to
scaling back in favour of any of the Offer for Subscription or the
Intermediaries Offer. Any new Shares that are available under the
Open Offer and are not taken up by Qualifying Shareholders under
their Basic Entitlements will be reallocated to the Offer for
Subscription, the Intermediaries Offer and/or the Excess
Application Facility.
Applications under the Excess Application Facility may be
allocated in such manner as the Directors determine, in their
absolute discretion (in consultation with Investec), and no
assurance can be given that applications by Qualifying Shareholders
under the Excess Application Facility will be met in full or in
part or at all. In the event of oversubscription under the Excess
Application Facility, the Directors have the discretion (but are
not obliged) to limit applications by Qualifying Shareholders pro
rata to their aggregate holdings of Existing Shares. However, the
Directors also have the discretion (but are not obliged) in
consultation with Investec to scale back the Offer for Subscription
and/or the Intermediaries Offer in favour of the Excess Application
Facility by re-allocating new Shares that would otherwise be
available under the Offer for Subscription and/or the
Intermediaries Offer, to Qualifying Shareholders through the Excess
Application Facility. To the extent any new Shares remain
unallocated pursuant to Basic Entitlements, they will be made
available under the Offer for Subscription, the Intermediaries
Offer and/or the Excess Application Facility at the Directors'
discretion (in consultation with Investec).
The Company will notify investors of the number of new Shares in
respect of which their application has been successful and the
results of the Issue will be announced by the Company on 2 December
2021 via a Regulatory Information Service announcement.
Subscription monies received in respect of unsuccessful
applications (or to the extent scaled back) will be returned (at
the applicant's sole risk) without interest either by cheque by
first class post to the address set out on the Offer for
Subscription Application Form or returned direct to the account of
the bank or building society on which the relevant cheque or
banker's draft was drawn as soon as practicable.
Costs of the Issue
The costs and expenses of, and incidental to, the publication of
the Prospectus, the Issue and Admission are expected to be
approximately GBP1.38 million, equivalent to approximately 0.83 per
cent. of the Gross Proceeds, assuming Gross Proceeds of GBP166.6
million. The costs will be deducted from the Gross Proceeds. The
Company will not charge investors any separate costs or expenses in
connection with the Issue.
The Prospectus
The Prospectus will be available shortly on the Company's
website (ruffer.co.uk/ric) and the National Storage Mechanism of
the FCA at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
.
Existing qualifying Shareholders holding their Shares in
certificated form (i.e. not through CREST) will receive a
personalised Open Offer application form for use in connection with
the Open Offer and will be able to access the Prospectus on the
Company's website. Qualifying Shareholders holding their Shares via
CREST will be invited to participate in the Open Offer through
CREST.
Extraordinary General Meeting
In order to seek Shareholder approval to implement the Issue,
the Board is convening the Extraordinary General Meeting, which
will be held at the offices of Praxis Fund Services Limited, Sarnia
House, Le Truchot, St Peter Port, Guernsey, GY1 1GR on 3 December
2021 at 12.15 p.m. (or as soon as practicable thereafter as the
2021 AGM has been concluded or adjourned).
At the Extraordinary General Meeting, a resolution will be
proposed to disapply pre-emption rights otherwise applicable to the
issue of Shares pursuant to the Issue, at a price of 296.5p per
Share, with the effect that such Shares do not first have to be
offered to Shareholders in jurisdictions where the Company would
otherwise be restricted from doing so as a result of local
securities laws (the "Resolution"). The Resolution is a special
resolution and, in order to be passed, will require the approval of
Shareholders representing at least 75% of the votes cast at the
Extraordinary General Meeting.
As soon as practicable following the Extraordinary General
Meeting, the results of the voting will be announced via a
Regulatory Information Service and also placed on the Company's
website, ruffer.co.uk/ric.
Expected Timetable
Open Offer
Record date for entitlements under Close of business
the Open Offer on 10 November 2021
Open Offer Application Forms despatched 15 November 2021
to Qualifying Non-CREST Shareholders
Existing Shares marked "ex" by the 8.00 a.m. on 15 November
London Stock Exchange 2021
Basic Entitlements and Excess CREST As soon as practicable
Open Offer Entitlements credited to after 8.00 a.m. on
stock accounts in CREST (Qualifying 16 November 2021
CREST Shareholders only)
Recommended latest time for requesting 4.30 p.m. on 25 November
withdrawal of Basic Entitlements from 2021
CREST (i.e. if your Basic Entitlements
are in CREST and you wish to convert
them to certificated form)
Latest time and date for depositing 3.00 p.m. on 26 November
Basic Entitlements into CREST 2021
Latest time and date for splitting 3.00 p.m. on 29 November
of Open Offer Application Forms (to 2021
satisfy bona fide market claims only)
Latest time and date for receipt of 11.00 a.m. on 1 December
completed Open Offer Application Forms 2021
and payment in full under the Open
Offer or settlement of relevant CREST
instructions (as appropriate)
Offer for Subscription and Intermediaries
Offer
Offer for Subscription and Intermediaries 15 November 2021
Offer open
Latest time and date for receipt of 11.00 a.m. on 1 December
completed Offer for Subscription Application 2021
Forms and payment in full under the
Offer for Subscription
Latest time and date for applications 11.00 a.m. on 1 December
from the Intermediaries in respect 2021(1)
of the Intermediaries Offer(1)
Other key dates
Latest time and date for receipt of 12.15 p.m. on 1 December
Forms of Proxy 2021
General Meeting 12.15 p.m. on 3 December
2021 (or as soon as
reasonably practicable
thereafter as the
2021 AGM shall have
been concluded or
adjourned)
Announcement of the results of the 2 December 2021
Issue
Admission of and commencement of dealings 8.00 a.m. on 6 December
in the Shares issued pursuant to the 2021
Issue
Crediting of CREST stock accounts as soon as reasonably
in respect of the Shares issued pursuant practicable after
to the Issue 8.00 a.m. on 6 December
2021
Where applicable, definitive share within 10 Business
certificates despatched in respect Days of Admission
of the Shares issued pursuant to the
Issue(2)
(1) Applicants under the Intermediaries Offer are advised to
check with their Intermediary as certain Intermediaries will close
their offer period sooner in the day.
(2) Underlying applicants who apply to Intermediaries for Shares
under the Intermediaries Offer will not receive share
certificates.
The dates and times specified above are subject to change
subject to agreement between the Company, the Investment Manager
and Investec. All references to times are to London time unless
otherwise stated. Any changes to the expected timetable will be
notified by the Company via a Regulatory Information Service.
Dealing Codes
The dealing codes for the Shares are as follows:
ISIN GB00B018CS46
SEDOL B018CS4
TIDM RICA
ISIN - Basic Entitlement GG00BKMQQX02
SEDOL - Basic Entitlement BKMQQX0
ISIN - Excess CREST Open Offer Entitlements GG00BKMQQY19
SEDOL - Excess CREST Open Offer Entitlements BKMQQY1
Note:
This announcement does not contain all the information which is
contained in the Circular and Prospectus. Shareholders should read
the Circular and Prospectus in full before making a decision.
Defined terms used in this announcement have the meanings given
in the Circular and Prospectus unless the context otherwise
requires.
Enquiries
Ruffer Investment Company Limited
Chris Russell (Chairman) Contact via Investec
Ruffer AIFM Limited (Investment Manager) Ruffer@ruffer.co.uk
Investec Bank plc (Sponsor and Financial
Adviser)
David Yovichic T: 020 7597 4000
Denis Flanagan
Praxis Fund Services Limited (Company T: 01481 737673
Secretary)
Katrina Rowe
IMPORTANT NOTICE
Neither this announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States or any other jurisdiction where to do so
would constitute a violation of the relevant securities laws of
such jurisdiction. This announcement is for information purposes
only and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the Company in the United States or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of securities laws of such
jurisdictions.
The Ordinary Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United
States. There will be no public offering of Shares in the United
States.
This announcement contains inside information for the purposes
of Article 7 of MAR. Upon publication of this announcement, the
inside information is now considered to be in the public domain for
the purposes of MAR.
The contents of this announcement, which have been prepared and
issued by, and are the sole responsibility of the Company, have
been approved by Ruffer AIFM Limited (the "Investment Manager")
solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000 ("FSMA").
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information contained in the Prospectus to be published later
today. Neither this announcement nor any part of it shall form the
basis of or be relied on in connection with or act as an inducement
to enter into any contract or commitment whatsoever.
The information contained in this announcement is for
information purposes only and does not purport to be full or
complete. The information contained in this announcement is given
at the date of its publication (unless otherwise marked) and is
subject to updating, revision and amendment from time to time. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
This announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company, the Investment Manager or Investec
Bank plc (the "Sponsor") or any of their respective directors,
officers, partners, employees, agents or advisers or any other
person as to the accuracy or completeness of the information or
opinions contained in this announcement and no responsibility or
liability is accepted by any of them for any such information or
opinions or for any errors, omissions or misstatements, negligence
or otherwise in this announcement.
Investec, which is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority ("FCA") and the Prudential Regulation Authority,
is acting as sponsor to the Company in connection with the Issue
and Admission. Investec is not acting for, and will not be
responsible to, any person other than the Company for providing the
protections afforded to its customers or for advising any other
person on the contents of this announcement or on any transaction
or arrangement referred to in this announcement. No representation
or warranty, express or implied, is made by Investec as to, and no
liability is accepted by Investec in respect of, any of the
contents of this announcement.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
applicable securities laws and regulations of other
jurisdictions.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect' (or the negative thereof) and words of similar
meaning, reflect the current beliefs and expectations of the
directors of the Company and/or the Investment Manager and involve
known and unknown risks, uncertainties and assumptions, many of
which are outside the Company's control and difficult to predict,
that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. The
information contained in this announcement speaks only as of the
date of this announcement and is subject to change without notice
and the Company does not assume any responsibility or obligation
to, and does not intend to, update or revise publicly or review any
of the information contained to this announcement, whether as a
result of new information, future events or otherwise, except to
the extent required by the FCA, the London Stock Exchange or by
applicable law.
Any information in this announcement in respect of past
performance (including without limitation past performance of the
Company, shares in the Company and/or the Company's portfolio)
cannot be relied upon as a guide to future performance. The price
of shares and the income from them may fluctuate upwards or
downwards and cannot be guaranteed.
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END
MSCEAEFLFSEFFAA
(END) Dow Jones Newswires
November 15, 2021 02:00 ET (07:00 GMT)
Ruffer Investment (LSE:RICA)
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Ruffer Investment (LSE:RICA)
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