SQN.L Regulatory News (SQN)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

This announcement is an advertisement and does not constitute a prospectus and investors must only subscribe for or purchase any shares referred to in this announcement on the basis of information contained in a prospectus published by SQN Asset Finance Income Fund Limited (the "Company") on 8 November 2016 (the "Prospectus") and not in reliance on this announcement. Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company. This announcement does not constitute and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

9 November 2016

SQN Asset Finance Income Fund Limited

Placing, Open Offer and Offer for Subscription

SQN Asset Finance Income Fund Limited announced on 8 November 2016, that it had published a prospectus in connection with the Placing, Open Offer and Offer for Subscription for a target issue of 150 million C Shares at 100 pence per C Share (the "Issue"). The Directors have also reserved the right to increase the size of the Issue to up to 180 million C Shares if the overall demand exceeds 150 million C Shares.

Placing, Open Offer and Offer for Subscription

The Issue is being implemented by way of a Placing, Open Offer and Offer for Subscription. The inclusion of an Open Offer ensures that approximately 50 per cent. of the total number of C Shares available under the Issue will first be made available to existing shareholders.

Under the Open Offer, existing shareholders are entitled to subscribe for up to an aggregate of 89,426,876 C Shares pro rata to their holdings of existing ordinary shares on the basis of 1 C Share for every 4 ordinary shares held at close of business on 4 November 2016.

The balance of C Shares to be made available under the Issue, together with any C Shares not taken up pursuant to the Open Offer, will be made available under the Excess Application Facility, the Placing and the Offer for Subscription.

Benefits of the Issue

The Board believes that the Issue and its terms have the following principal benefits for shareholders:

· an increase in the market capitalisation of the Company which can be expected to improve market liquidity of the Company's Shares. This may enhance the marketability of the Company and may result in a broader investor base over the longer term;

· an increase in the net asset value will allow the Company to make a larger number of investments which will potentially allow for greater diversification within the Company's portfolio;

· provides a larger equity base over which the fixed costs of the Company may be spread, thereby reducing the Company's ongoing charges ratio;

· the inclusion of an Open Offer ensures that approximately 50 per cent. of the total number of C Shares available under the Issue will first be made available to existing shareholders which allows existing shareholders to increase the size of their investment;

· any C Shares not taken up under the Open Offer will be made available under the Excess Application Facility, the Placing and Offer for Subscription, thereby enabling existing shareholders to subscribe for more than their Open Offer Entitlement whilst also enabling the Company to attract new investors, thereby diversifying its shareholder base; and

· provides new shares which will help meet investor demand for investment in the Company which cannot be met in the secondary market, as reflected by the prevailing premium to net asset value at which the ordinary shares currently trade.

Extraordinary General Meeting

The Prospectus, which has been posted to shareholders, includes a notice to convene an extraordinary general meeting to be held at 10.30 a.m. (London time) on 5 December 2016 in order to obtain shareholders' approval for the disapplication of pre-emption rights in connection with the implementation of the Issue.

Admission and dealings

Applications will be made to the London Stock Exchange and to the UKLA for the C Shares to be admitted to trading on the main market of the London Stock Exchange and the premium segment of the Official List, respectively. It is expected that admission will become effective and that dealings in the C Shares will commence on or around 12 December 2016.

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus.

For further information please contact:

Important Information

The content of this announcement, which has been prepared by and is the sole responsibility of SQN Asset Finance Income Fund Limited (the "Company"), has been approved by Winterflood Securities Limited ("Winterflood") solely for the purposes of section 21(2) (b) of the Financial Services and Markets Act 2000 (as amended).

This announcement is an advertisement. It does not constitute a prospectus relating to the Company and 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, any shares in the Company in any jurisdiction 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 or act as any inducement to enter into, any contract therefor.

Recipients of this announcement who are considering acquiring shares in the Company are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus and any supplement or supplements thereto which may be different from the information contained in this announcement.

Winterflood Securities Limited ("Winterflood"), 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 Winterflood or advice to any other person in relation to the matters contained herein.

The shares of the Company have not been, nor will they be, registered under the US Securities Act of 1933, as amended, 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 or Japan. Further, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. Subject to certain exceptions, the shares of the Company may not be offered or sold in any member state of the EU other than the United Kingdom, the United States of America, Australia, Canada or Japan or to or for the account or benefit of any national, resident or citizen of any member state of the EU other than the United Kingdom, Australia, Canada or Japan or any person located in the United States. The Issue 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.