SCRF.L Regulatory News (SCRF)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED), OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus. It does not constitute an offer of securities for sale or subscription in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and only on the basis of information in the Prospectus referred to below. Following publication the Prospectus will be available for inspection, subject to applicable securities laws, from the Company's website: http://fcincomefund.com.

16 March 2017

Funding Circle SME Income Fund Limited

(the "Company")

C Share Placing

Further to the announcement on 6 February 2017 in relation to the publication of a prospectus (the "Prospectus"), the Company announces that it is launching a placing of C Shares under the Share Issuance Programme established in the Prospectus.

The Share Issuance Programme was established to raise funds over a twelve month period for the purpose of achieving the Investment Objective of the Company. Following consultations with major Shareholders, the Company is launching its first potential share issuance under the Share Issuance Programme in the form of a placing of C Shares, closing on 6 April 2017, at a placing price of 100 pence per C Share (the "C Share Issue").

Richard Boléat, Chairman, commented:

"The Company has achieved stable returns for Ordinary Shareholders, including dividend payments in line with the 6-7 pence per share per annum target. The Board is excited by the prospect of making further loans to small businesses in the UK, US and Continental Europe and is very pleased to offer existing shareholders and new investors an opportunity to invest in the Company."

Numis is acting as Sole Global Co-ordinator, Bookrunner and Sponsor in relation to the Share Issuance Programme. Qualified Investors (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)) interested in the potential C Share Issue should contact Numis. Other interested investors should contact their stockbroker, independent financial adviser or platform provider regarding the potential for participation in the placing. The allotment of Shares under the Share Issuance Programme is at the discretion of the Directors, in consultation with Numis.

The Net Proceeds of the C Share Issue will be used to purchase investments originated by Funding Circle in line with the Investment Objective and the Investment Policy, save to the extent that some of the Net Proceeds will be retained for working capital purposes, and subject to the availability of sufficient investment opportunities. The direct costs and expenses of the C Share Issue, plus a contribution to the costs incurred by the Company in publishing the Prospectus, will be paid out of the gross proceeds of the C Share Issue and will be borne by holders of C Shares only.

The expected timeline for the proposed capital raising is set out below, all times are London times unless otherwise stated:

In respect of the C Share Issue, the Company intends that the:

a) Initial NAV per C Share will be at 98.5 pence;

b) Net Proceeds from the C Share Issue will be substantially invested and the C Shares converted to Ordinary Shares within nine calendar months; and

c) The C Shares issued pursuant to the C Share Issue will be entitled to a single dividend. The Directors expect that any such dividend would be declared on the C Shares prior to their conversion into Ordinary Shares, in order to distribute substantially all of the net income attributable to the C Share pool.

As set out in the Prospectus, the C Shares would be converted to Ordinary Shares at the Conversion Ratio on a NAV-for-NAV basis.

Terms and conditions

The C Share Issue is being conducted under the terms and conditions of the Share Issuance Programme set out in the Prospectus which can be downloaded here: http://fcincomefund.com/documents.

Dealing codes

The ISIN number of the C Shares is GG00BYNV2672, the SEDOL code is BYNV267 and the TIDM is FCIC.

The ISIN number of the Ordinary Shares is GG00BYYJCZ96, the SEDOL code is BYYJCZ9 and the TIDM is FCIF.

Enquiries

Website http://fcincomefund.com

FURTHER INFORMATION

Capitalised terms used in this announcement shall have the meaning given to them in the Prospectus (unless the context otherwise requires).

ABOUT FUNDING CIRCLE SME INCOME FUND LIMITED

The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2015 issued by the Guernsey Financial Services Commission (''GFSC'').

The Company's investment objective is to provide Shareholders with a sustainable and attractive level of dividend income, primarily by way of investment in Credit Assets as defined in the Company's Prospectus.

IMPORTANT NOTICES

This announcement contains "forward-looking" statements, beliefs or opinions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company and all of which are based on its directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events, assumptions or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Board or the Company with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business concerning, amongst other things, the financial performance, liquidity, prospects, growth and strategies of the Company. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Nothing in this announcement is, or should be relied on as, a promise or representation as to the future. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules, the Market Abuse Regulation or the Disclosure Guidance and Transparency Rules of the FCA. No statement in this announcement is intended as a forecast or profit estimate.

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States or to US Persons (as such term is defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"). Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940, and investors will not be entitled to the benefits thereof. In addition, any securities mentioned in this announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will not be any public offer of any Shares in the United States.

Any securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa.

Marketing for the purposes of the Directive 2011/61/EU (the "AIFMD") by the Company and/or any third party on its behalf will only take place in an EEA Member State if the Company is appropriately registered or has otherwise complied with the requirements under AIFMD (as implemented) necessary for such marketing to take place.

This announcement is only addressed to and is only directed at persons in EEA Member States who are "qualified investors" within the meaning of Article 21(1)(e) of Directive 2003/71/EC, as amended including by Directive 2010/73/EU. Any person who is not a qualified investor should not act or rely on this document or any of its contents.

Numis is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting for the Company and for no-one else in connection with the arrangements described in this announcement and will not be responsible to any other person for providing the protections afforded to Numis customers in relation to such arrangements nor for providing advice in relation to such arrangements or the contents of this announcement.

This announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Numis solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended. This announcement is not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to local laws or regulations.

Numis and its respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Numis under a regulatory regime of any jurisdiction and where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Numis nor any of its respective affiliates accept any responsibility whatsoever for, or make any representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or any issue of securities mentioned in this announcement. In this respect nothing in this announcement may be relied upon as a promise or representation as to the past or future. Numis and its affiliates accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of this announcement or any such statement.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.