Open Offer, Offer for Sub. & Intermediaries Offer
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To: |
RNS |
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From: |
Ruffer Investment Company Limited |
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LEI: |
21380068AHZKY7MKNO47 |
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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 £1.38 million, equivalent to approximately 0.83 per cent. of the Gross Proceeds, assuming Gross Proceeds of £166.6 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
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Open Offer |
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Record date for entitlements under the Open Offer |
Close of business on 10 November 2021 |
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Open Offer Application Forms despatched to Qualifying Non-CREST Shareholders |
15 November 2021 |
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Existing Shares marked "ex" by the London Stock Exchange |
8.00 a.m. on 15 November 2021 |
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Basic Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST (Qualifying CREST Shareholders only) |
As soon as practicable after 8.00 a.m. on 16 November 2021 |
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Recommended latest time for requesting withdrawal of Basic Entitlements from CREST (i.e. if your Basic Entitlements are in CREST and you wish to convert them to certificated form) |
4.30 p.m. on 25 November 2021 |
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Latest time and date for depositing Basic Entitlements into CREST |
3.00 p.m. on 26 November 2021 |
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Latest time and date for splitting of Open Offer Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 29 November 2021 |
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Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) |
11.00 a.m. on 1 December 2021 |
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Offer for Subscription and Intermediaries Offer |
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Offer for Subscription and Intermediaries Offer open |
15 November 2021 |
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Latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription |
11.00 a.m. on 1 December 2021 |
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Latest time and date for applications from the Intermediaries in respect of the Intermediaries Offer(1) |
11.00 a.m. on 1 December 2021(1) |
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Other key dates |
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Latest time and date for receipt of Forms of Proxy |
12.15 p.m. on 1 December 2021 |
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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) |
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Announcement of the results of the Issue |
2 December 2021 |
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Admission of and commencement of dealings in the Shares issued pursuant to the Issue |
8.00 a.m. on 6 December 2021 |
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Crediting of CREST stock accounts in respect of the Shares issued pursuant to the Issue |
as soon as reasonably practicable after 8.00 a.m. on 6 December 2021 |
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Where applicable, definitive share certificates despatched in respect of the Shares issued pursuant to the Issue(2) |
within 10 Business Days of Admission |
(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:
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ISIN |
GB00B018CS46 |
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SEDOL |
B018CS4 |
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TIDM |
RICA |
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ISIN - Basic Entitlement |
GG00BKMQQX02 |
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SEDOL - Basic Entitlement |
BKMQQX0 |
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ISIN - Excess CREST Open Offer Entitlements |
GG00BKMQQY19 |
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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
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Ruffer Investment Company Limited |
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Chris Russell (Chairman) |
Contact via Investec |
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Ruffer AIFM Limited (Investment Manager) |
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Investec Bank plc (Sponsor and Financial Adviser) |
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David Yovichic Denis Flanagan
Praxis Fund Services Limited (Company Secretary) Katrina Rowe |
T: 020 7597 4000
T: 01481 737673 |
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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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