Ruffer to launch new issue to benefit new and existing shareholders – Ruffer Investment Company (RICA) has launched an issue of new shares at a price of 296.5p per share by way of an Open Offer, Offer for Subscription and Intermediaries Offer.
It is conditional, inter alia, on: (i) the passing of the resolution at the General Meeting which takes place on 3 December 2021; (ii) Admission having become effective on or before 8am on 6 December 2021 or such later time and/or date as the company, manager and Investec may agree; and (iii) the Sponsor Agreement becoming wholly unconditional in respect of the issue and not having been terminated in accordance with its terms at any time prior to admission.
If the issue does not go ahead, an announcement will be made and any monies received will be returned without interest.
The board believes the new issue will help improve liquidity in the market for RICA’s shares, benefiting both existing and future shareholders, while 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 new investments.
The launch comes as the board believes it to be a convenient opportunity to offer new shares to existing shareholders, and to retail and other private and institutional investors as it releases a prospectus regarding tap issuances, which have effectively only been available to institutional investors.
Since February 2021, the company’s shares have traded at a premium to NAV, indicating strong demand in the market. In order to satisfy this demand and manage the premium, RICA 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 NAV 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 to publish a prospectus if it issues more than 20% of its share capital during any preceding twelve-month period. RICA is approaching this limit through the weekly tap issuances and so is today publishing the prospectus to allow it to continue with its tap issuances by ‘resetting’ its 20% capacity.
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.
RICA : Ruffer to launch new issue to benefit new and existing shareholders