Offer for Subscription

Ruffer Investment Company Limited 14 July 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN RUFFER INVESTMENT COMPANY LIMITED (a closed-ended investment company incorporated in Guernsey with registration number 41996) C share issue for up to75,000,000 C Shares at an Issue Price of 100p per Share Introduction The Board of Ruffer Investment Company Limited (the 'Company') announces that it intends to raise up to £75 million by means of a placing and offer for subscription of C Shares. Background and reasons for the Issue Ruffer Investment Company Limited was established in June 2004 with the objective of achieving a positive total annual portfolio return of at least twice the Bank of England base rate (4.5 per cent. as at 21 June 2004) by investing in internationally listed or quoted equities or equity related securities (including convertibles) or bonds which are issued by corporate issuers, supra-nationals or government organisations. Based on the published NAV of 112.4p as at 8 July 2005, being the first anniversary of the listing of the Company, the total annual return on the portfolio (net of fees and expenses) was 15.2 per cent. compared to the return objective of 9.46 per cent., being twice the time weighted Bank of England base rate over the period. The NAV per Share has risen from 98p immediately after launch to 113.1p per Share as at 12 July 2005. Since launch, the Share price has traded at a consistent premium to the NAV per Share. As at 12 July 2005, the NAV per Share was 113.1p compared to the closing middle market price of 115.5p, a premium of 2.12 per cent. In addition a dividend of 0.5p per Share was paid in respect of the period ended 31 December 2004. The Directors, following discussions with both the investment manager Ruffer LLP and UBS Ltd and in light of this excellent performance, have decided to increase the size of the Company through a C Share issue of up to 75 million shares to be issued at 100p per Share. The C Shares will be converted into the existing Shares of the Company on a net asset value to net asset value basis. The conversion of the C Shares is expected to occur within one month of admission of the C Shares to the Official List and will in any event occur once 80 per cent. of the proceeds of the issue have been invested. The Company's primary rationale for the fundraising is to grow the Company and enhance long term returns for shareholders. All the costs of the C Share issue, which will be fixed at 2 per cent. of the proceeds of the issue, will be borne by the C shareholders. Enlarging the Company will mean the fixed costs of operating the Company are spread across a greater number of assets. Broadening the spread of shareholder investors within the Company should add further diversification to the shareholder list and provide a larger free float. Annual General Meeting, Report and Accounts and Shareholder approval The annual general meeting of the Company will be held in Guernsey on 23 September 2005. Shareholder approval for the issue will be sought at an Extraordinary General Meeting immediately following the Annual General Meeting ('AGM'). The annual report and accounts of the Company for the first financial year ended 30 June 2005 are expected to be dispatched to Shareholders, together with formal notice of the AGM, on 1 September 2005. The Placing and Offer for Subscription, which will not be underwritten, is conditional, inter alia, upon the C Shares being admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange. A prospectus for the C Share issue is expected to be published on 1 September 2005. Substantial Shareholder The Directors have become aware that discretionary clients of the investment manager own 18,605,235 Shares, being approximately 37 per cent. of the issued share capital. This gives rise to an issue under Rule 9 of the Code on Takeovers and Mergers. Following the C Share issue, these discretionary clients will collectively own less than 30% of the resulting voting share capital. EXPECTED TIMETABLE The Company anticipates formally launching the C Share issue and posting formal documentation to shareholders to seek their approval for the issue on 1 September 2005. On that basis the expected timetable will be as follows: 2005 Declaration of dividend for year ended 30 June 2005 1 September Ex-dividend date 7 September Record date for dividend 9 September Latest time and date for receipt of Placing commitments 5.00 p.m. on 22 September Latest time and date for receipt of Application Forms under 5.00 p.m. on 22 the Offer for Subscription September Annual General Meeting 23 September Extraordinary General Meeting to approve issue 23 September Results of Placing and Offer for Subscription announced 26 September Dividend payment date 29 September Dealings in C Shares issued under the Issue commence on the 29 September London Stock Exchange Crediting of CREST accounts pursuant to the Issue 29 September Share certificates despatched week commencing 2 October C shares expected to convert into Shares By end October 2005 14 July 2005 Enquiries: Ruffer LLP Jonathan Ruffer 020 7529 7900 UBS Limited Charlie Ricketts 020 7568 4781 Will Rogers 020 7568 2939 This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia or Japan. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire C Shares in the capital of Ruffer Investment Company Limited in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. The C Shares in Ruffer Investment Company Limited referred to in this announcement have not been and will not be registered under the Securities Act and may not be offered or sold within the United States absent registration or an exemption from registration. No public offering of securities will be made in the United States, Canada or Australia or Japan. This announcement has been communicated by UBS Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority and does not constitute an offer to sell or a solicitation of an offer to purchase any securities. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. There is no guarantee that the market price of shares in Ruffer Investment Company Limited will fully reflect their underlying NAV. UBS Limited is acting exclusively for Ruffer Investment Company Limited and no one else in connection with the placing and offer for subscription and will not be responsible to anyone other than Ruffer Investment Company Limited for providing the protections afforded to clients of UBS Limited nor for providing any advice in relation to the placing and offer for subscription or any other matters referred to in this press announcement. This information is provided by RNS The company news service from the London Stock Exchange
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