Fair Oaks Income Ltd Regulatory News (FA14)

Fair Oaks Income Limited

13 March 2019

FAIR OAKS INCOME LIMITED (the "Company")

(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered number 58123 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission)

FINAL REDEMPTION OF 2014 SHARES

Further to the Company's announcement on 14 December 2018 stating the Board's consideration of an early redemption of the 2014 Shares, the Company today declares a final compulsory redemption of all 2014 Shares (the "Final Redemption") at a price equal to the NAV per 2014 Share as at 28 February 2019 less the dividend to be declared for the month ended 28 February 2019 (the "Redemption Price").

The consideration for the redemption will be, as default, a US Dollar cash payment. This cash payment will be funded by FOMC II LP (the master fund of the 2017 Share class, the "2017 Master Fund") acquiring at NAV the residual interest in FOIF LP (the master fund of the 2014 Share class, the "2014 Master Fund") owned by the Company in respect of 2014 Share class.

The 2017 Master Fund's purchase of the residual interest in the 2014 Master Fund supplements its existing interest, which has been a successful investment held since the launch of the 2017 Share class.

Currency election

The default payment will be US Dollars. However, redemption payments can also be paid in Sterling providing the relevant shareholder has registered to receive redemption payments in Sterling. This can be done by completing the election form being posted to all shareholders shortly, which is also available on the Company's website at http://www.fairoaksincome.com. Election forms must be returned to the Registrar by close of business on 1 April 2019.

Please note that if you have previously advised the Registrar, Link Asset Services, that you wish to receive your dividends in Sterling, you will need to advise them separately if you also wish to receive redemption payments in Sterling. If, for previous redemption payments, you instructed the Registrar, Link Asset Services, that you wished to receive redemption payments in Sterling then you will not need to repeat this instruction. However, if you now wish to revoke the Sterling election you should write to the Registrar, Link Asset Services prior to the redemption record date of 1 April 2019 requesting that the election be removed and that you wish to receive payment in US Dollars.

In specie election

There will also be an option to receive an in specie distribution of a 2014 Shareholder's pro rata exposure to the Company's interest in the Master Fund.

This option will be available only to institutional and professionally advised private investors eligible to subscribe for limited partnership interests in the Master Fund and is subject to (i) completion of the required know-your-client checks; (ii) the Company being satisfied in its absolute discretion that the election does not constitute a breach of any relevant securities legislation; and (ii) the signing by the investor of a transfer and adherence agreement in respect of the Master Fund.

2014 Shareholders can elect for the in specie option by completing an election form which is available on request from Praxis Fund Services Limited by emailing ben.leprevost@praxisifm.com. Election forms must be returned to the same email address by close of business on 1 April 2019.

2014 Shareholders considering an in specie election should carefully consider the appropriateness of an investment in the Master Fund, which is a private limited partnership with key features differing significantly from those of the Company. The Master Fund has a fixed life of five years ended on 12 June 2019 which may be extended for up to two additional consecutive one-year periods at the discretion of the Master Fund's general partner, which is actively considering this option. Before making any investment decision, 2014 Shareholders are recommended to seek advice from an authorised independent financial adviser.

A 2014 Shareholder of approximately 70% of the issued 2014 Shares has signed an irrevocable undertaking to elect for the in specie distribution and the Company's implementation of the Final Redemption is conditional on completion of this election.

Further details

The Redemption Price in US Dollars is expected to be announced on 15 March 2019 and in Sterling on 5 April 2019.

All holdings of 2014 Shares on the register at the close of business on the record date, being 1 April 2019, will be redeemed.

CREST shareholders must elect via the election form(s).

As at today's date, the Company has 21,942,137 2014 Shares in issue of which none are held in treasury. All shares that are redeemed will be cancelled with effect from the relevant Redemption Date. Accordingly, once redeemed, shares will be incapable of transfer. The 2014 Shares will all be disabled in CREST after close of business on the Redemption Date.

Expected timetable

Posting of redemption notice 15 March 2019

Redemption Price announced 15 March 2019

Record date, Redemption date 1 April 2019

Shares disabled in CREST 1 April 2019 at 5pm

LSE quote cancelled 2 April 2019 at 8am

Sterling alternative announced 5 April 2019

Redemption monies paid 15 April 2019

Enquiries

Fair Oaks Income Limited

Email: contact@fairoaksincome.com

Web: www.fairoaksincome.com

Fair Oaks Capital Limited

Investor Relations

DDI: +44 (0) 20 3034 0400

Email: ir@fairoakscap.com

Praxis Fund Services Limited

Ben Le Prevost

DDI: +44 (0) 1481 755524

Email: Ben.LePrevost@praxisifm.com

Numis Securities Limited

Nathan Brown, Corporate Broking

DDI: +44 (0) 20 7260 1426

Email: n.brown@numis.com 

Fair Oaks Income Limited

LEI: 2138008KETEC1WM5YP90

Fair Oaks Income Limited is a registered closed-ended investment company incorporated in Guernsey. The Company was admitted to trading on the Specialist Fund Market of the London Stock Exchange (now the Specialist Fund Segment of the Main Market of the London Stock Exchange) on 12 June 2014.

Following the Final Redemption the investment policy of the Company will be to invest (either directly and/or indirectly through the 2017 Master Fund) in US and European CLOs or other vehicles and structures which provide exposure to portfolios consisting primarily of US and European floating-rate senior secured loans and which may include non-recourse financing.