Fair Oaks Inc21 Regulatory News (FAIR)

Fair Oaks Income Fund Limited

29 March 2017

FAIR OAKS INCOME FUND 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)

RESULT OF EXTRAORDINARY GENERAL MEETING

The Board of the Company is pleased to announce that, at the Extraordinary General Meeting of the Company held earlier today, the following proposed resolutions were approved by shareholders on a poll:

1. THAT the articles of incorporation be approved and adopted. 203,599,338 votes were in favour of the resolution (100.00% of votes cast). No votes were cast against or withheld.

2. THAT on the Effective Date all ordinary shares of no par value each in the capital of the Company ("Ordinary Shares") shall be re-designated on a one-for-one basis as "2017 ordinary shares" of no par value each in the capital of the Company ("2017 Shares") pursuant to the proposals set out in the Circular, except that where and to the extent that a shareholder has made a valid election for the re-designation of some or all of their Ordinary Shares as "2014 ordinary shares" of no par value each in the capital of the Company ("2014 Shares") pursuant to an election contemplated under the Circular AND in the case of the Ordinary Shares held by an Excluded Shareholder (as defined in the Circular), such Ordinary Shares shall instead be re-designated on a one-for-one basis as 2014 Shares. 203,599,338 votes were in favour of the resolution (100.00% of votes cast). No votes were cast against or withheld.

3. THAT the Directors of the Company be and are hereby empowered to issue the following shares in the Company or rights to subscribe for such shares in the Company for cash as if the pre-emption provisions contained under Article 6.2 did not apply to any such issues provided that this power shall be limited to the issue of the below-mentioned shares or of rights to subscribe for the below-mentioned shares:

(i) up to a maximum number of 200 million C shares of no par value in the capital of the Company ("C Shares") under the Issue;

(ii) up to a maximum number of 250 million C Shares under the Placing Programme; and

(iii) up to such number of 2017 Shares under the Placing Programme as represents 10 per cent. of the 2017 Shares then in issue following the Effective Date, and

subject to any issues of 2017 Shares and/or C Shares under the Placing Programme being capped at an aggregate issue value of US$250 million, and that such power shall expire on the earlier of the 2018 AGM Date or on the expiry of 15 months from the passing of this Resolution except that the Company may before such expiry make offers or agreements which would or might require C Shares and/or 2017 Shares or rights to subscribe for such shares in the Company to be issued after such expiry and notwithstanding such expiry the Directors may issue C Shares and/or 2017 Shares or rights to subscribe for such shares in the Company in pursuance of such offers or agreements as if the power conferred hereby had not expired. 203,599,338 votes were in favour of the resolution (100.00% of votes cast). No votes were cast against or withheld.

4. THAT the name of the Company be changed to Fair Oaks Income Limited. 203,599,338 votes were in favour of the resolution (100.00% of votes cast). No votes were cast against or withheld.

The change of name will be effective from 31 March 2017, at the latest, and the Company's website will be amended to reflect the change of name, with the website address changing to www.fairoaksincome.com. The TIDM will remain as FAIR. All share certificates in the name of Fair Oaks Income Fund Limited will remain valid. As and when transactions take place on shareholdings, share certificates will then be issued in the new name of Fair Oaks Income Limited.

Enquiries:

Fair Oaks Income Fund Limited

Email: contact@fairoaksincomefund.com

Web: www.fairoaksincomefund.com

Fair Oaks Capital Limited

Hayley Stewart

DDI: +44 (0) 20 3034 0406

Email: hstewart@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 Fund Limited

Fair Oaks Income Fund Limited is registered as a Registered Closed-Ended Collective Investment Scheme with the Guernsey Financial Services Commission. The Company was admitted to trading on the Specialist Fund Market of the London Stock Exchange (now the Specialist Fund Segment of the London Stock Exchange) on 12 June 2014. The Company's ordinary shares have the TIDM: FAIR.

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 Company will implement its investment policy by investing in FOIF LP (the "Master Fund").

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.