Fair Oaks Inc21 Regulatory News (FAIR)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM), THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement does not constitute a prospectus relating to Fair Oaks Income Fund Limited and does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in Fair Oaks Income Fund Limited or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

4 August 2015

FAIR OAKS INCOME FUND LIMITED

PROSPECTUS PUBLICATION AND PROPOSED ISSUE OF EQUITY

Following the announcement of a potential issue of equity on 21 July 2015, the board of Fair Oaks Income Fund Limited (the "Company") is pleased to announce:

· that a prospectus dated 3 August 2015 has been published in respect of a placing programme of new Ordinary and/or C shares in the Company up to an aggregate issue value of US$325 million (the "Placing Programme Prospectus"). A copy of the Placing Programme Prospectus will shortly be available on the Company's website, www.fairoaksincomefund.com; and

· the launch of a placing of up to 200 million C Shares (the "Placing Shares") at an issue price of $1 per Placing Share (the "Placing").

The Placing is being made in accordance with the terms of the Placing Programme Prospectus and is available to investors that are eligible to participate in the Placing in accordance with the terms and conditions of the Placing Programme (as set out in the Placing Programme Prospectus) ("Qualified Investors"). Qualified Investors are invited to apply for Placing Shares through the Company's corporate broker, Numis, on the contact details below:

Numis Securities Limited

Tel. +44 (0)20 7260 1000

David Luck, Sales

Nathan Brown, Corporate Broking and Advisory

The Placing is expected to close at 12.00 p.m. on 12 August 2015, with admission of the Placing Shares to trading on the Specialist Fund Market scheduled for 17 August 2015.

The closing date and the size of the Placing, and the decision to allot Placing Shares to any Qualified Investor, will be determined at the absolute discretion of the Company and Numis. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on the Specialist Fund Market.

Capitalised terms used in this announcement shall, unless defined herein or the context otherwise requires, bear the same meaning given to them in the Placing Programme Prospectus.

Further Information

Fair Oaks Income Fund Limited

Email: contact@fairoaksincomefund.com

Web: www.fairoaksincomefund.com

Fair Oaks Capital Limited

Miguel Ramos Fuentenebro

Tel. +44 (0) 20 3102 4855

Email: mrf@fairoakscap.com

Numis Securities Limited

Tel. +44 (0)20 7260 1000

Nathan Brown (Corporate Broking and Advisory)

Camarco

Tel. +44 (0) 203757 4989

Edward Gascoigne-Pees

Hazel Stevenson

Note

This announcement is an advertisement and not a prospectus. A copy of the Placing Programme Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Fair Oaks Income Fund Limited

Fair Oaks Income Fund Limited (the "Company") is an authorised closed-ended investment company incorporated in Guernsey. The Company was admitted to trading on the Specialist Fund Market of the London Stock Exchange on 12 June 2014. The Company's ordinary shares have the TIDM: FAIR and ISIN: GG00BMBN1D14. The Placing Shares have the TIDM: FAIC and ISIN: GG00BYM6LI91. Further issues of C Shares made in accordance with the Placing Programme Prospectus (if any) will have different TIDM and ISIN codes and these will be published by the Company at the time any further placing is conducted.

The investment policy of the Company is to seek exposure to 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 investment objective of the Company is to generate attractive, risk-adjusted returns, principally through income distributions. The Company implements, and will continue to implement, its investment objective and policy by investing in the Master Fund.

The Company announced on 16 January 2015 that (1) on the basis of income projections as at that date, the Board planned to declare eleven monthly dividends of a minimum of 0.7 US cents per share* and a larger twelfth interim dividend such that, in the opinion of the Directors, substantially all net income generated by the Company in 2015 is distributed to shareholders; and (2) the Company will continue to target an annual net total return of 12-14%* over the planned life of the Master Fund and it is expected that dividends will constitute the principal element of the return to the Company's shareholders.

\* This is a target only and not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions at all. This target return should not be taken as an indication of the Company's expected or actual current or future results. The Company's actual return will depend upon a number of factors. Shareholders and potential investors should decide for themselves whether or not the return is reasonable and achievable. Further information on the Company's target returns is set out in the Placing Programme Prospectus.

Important Information

This announcement has been prepared, and is approved as a financial promotion, by, and is the sole responsibility of, Fair Oaks Capital Limited.

Recipients of this announcement who are considering subscribing for Placing Shares are reminded that any such subscription must be made only on the basis of the information contained in the Placing Programme Prospectus.

Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Numis or advice to any other person in relation to the matters contained herein.

The Company is not and will not be registered under the US Investment Company Act of 1940, as amended. The shares of the Company have not been, nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction that is a member state of the European Economic Area (other than the United Kingdom). Subject to certain exceptions, the Placing Shares may not be offered or sold in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction that is a member state of the European Economic Area (other than the United Kingdom) or to or for the account or benefit of any national, resident or citizen of any member state of the European Economic Area (other than the United Kingdom), Australia, Canada, Japan, the Republic of South Africa or any person located in the United States. Placings under the Placing Programme and the distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement includes "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy and plans are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Financial Services Act 2012, the Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.