Fair Oaks Inc Regulatory News (FAIR)

Fair Oaks Income Limited

23 June 2017

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)

C Share Conversion

Further to the Portfolio Update announcement of 20 June 2017 which stated that the Directors consider that the proceeds of the C Shares raised in April have now been fully committed, Fair Oaks Income Limited is pleased to announce, its intent to convert the C Shares into 2017 Shares.

The Directors have determined that the Calculation Time for the conversion of C Shares into 2017 Shares will be close of business on 31 May 2017 and therefore the Conversion Ratio has been calculated by reference to the respective net asset values of the C Shares and 2017 Shares as at the Calculation Time.

The Conversion Ratio, as calculated in accordance with the Company's prospectus dated 9 March 2017, is 1.0082 2017 Shares for every one C Share held as at close on the conversion record date of 27 June 2017. For the purpose of calculating the Conversion Ratio:

1) the net asset value of the 2017 Shares was adjusted by deducting the value of the interim dividend payable in respect of the month ended 31 May 2017, to which the 2017 Shares issued upon conversion will not be entitled; and

2) Because the C Share proceeds were invested by Master Fund II ahead of schedule, the C Shares have not generated sufficient income to pay a meaningful dividend. Instead, the income earned by the C Shares was included in the C Share NAV used to derive the Conversion Ratio.

The number of 2017 Shares expected to be issued is 69,414,570. Application has been made to the London Stock Exchange for these to be admitted to trading on the Specialist Fund Segment at 8 a.m. on 28 June 2017. Entitlements to new 2017 Shares will be rounded down to the nearest whole share. Any fractional entitlements will be aggregated and sold in the market for the benefit of the Company.

The expected timetable for the Conversion is as follows:

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 and Advisory

DDI: +44 (0) 20 7260 1426

Email: n.brown@numis.com

Fair Oaks Income Limited

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.

The investment policy of the Company is to invest (either directly and/or indirectly through FOIF LP (the "Master Fund") and/or FOMC II LP ("Master Fund II") 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. The Company will implement its investment policy by remaining invested in the Master Fund and making new investments in Master Fund II.

Notes

This document is for information purposes only and is not an offer to invest. All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decisions.