Fair Oaks Inc21 Regulatory News (FAIR)

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3 April 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)

Result of First Placing and Offer of C Shares

Further to the publication of the Prospectus on 9 March 2017, the Company is pleased to announce that the First Placing and Offer has raised US$ 68.85 million.

Application has have been made for 68,850,000 C Shares to be admitted to the Specialist Fund Segment of the Main Market of the London Stock Exchange ("Admission"). The Company expects, conditional on approval by the London Stock Exchange, that Admission will become effective at 8 a.m. on 5 April 2017.

68,384,545 C Shares were placed, conditional on Admission, under the First Placing and 465,455 C Shares were applied for under the Offer for Subscription.

The Company intends to invest substantially all of the Net Issue Proceeds in Master Fund II following Admission, subject to retaining appropriate levels of liquidity for working capital purposes. At the level of the Company, the assets representing the net proceeds of the Issue will be accounted for and managed as a separate pool of C Share assets, distinct from the assets attributable to the 2017 Shares until their date of conversion into 2017 Shares and distinct from the assets attributable to the 2014 Shares. It is currently anticipated that C Shares issued pursuant to the Issue will be converted into New 2017 Shares (therefore merged with the existing 2017 Share class) within 6 months from Admission, although such conversion is entirely at the Directors' discretion.

Following Admission the Company will have 263,510,368 2017 Shares, 47,428,202 2014 Shares and 68,850,000 C Shares in issue. Under the Articles, at any general meeting of the Company each Share (2014 Share, 2017 Share or C Share) shall have one vote. Accordingly, the figure which may be used by the Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FSA's Disclosure and Transparency Rules is the aggregate of Shares, namely 379,788,570. Similarly, to calculate the numerator, Shareholders should aggregate their holdings of 2014 Shares, 2017 Shares and C Shares to calculate the relevant number of voting rights for the numerator.

Numis Securities is acting as Bookrunner, Broker and Financial Adviser to the Issue and to the Placing Programme established in the Prospectus.

Enquiries

Dealing Codes

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 the Master Fund and/or 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.

Important Information

This announcement has been prepared by, and is the sole responsibility of, the Directors of the Company.

Unless otherwise defined, capitalised words and phrases in this announcement shall have the same meaning given to them in the Company's Prospectus published on 9 March 2017.

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. Neither Numis nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

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, Finland, Luxembourg and Sweden). Subject to certain exceptions, the Company's 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, Finland, Luxembourg and Sweden) 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, Finland, Luxembourg and Sweden), Australia, Canada, Japan, the Republic of South Africa or any person located in the United States.

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 FSMA, the Financial Services Act 2012, the Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.