Twentyfour Inc Regulatory News (TFIF)

TWENTYFOUR INCOME FUND - Results of Placing

PR Newswire

London, August 24

THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.

25 August 2016

TwentyFour Income Fund Limited

("TFIF" or the “Company")

Result of Placing

Following the announcement of a proposed issue of equity on 16 August 2016, the Board is pleased to announce the placing has closed, raising £48million (before costs and expenses) through the issue of 43,743,734 new ordinary shares of 1p each in the capital of the Company at a price of 109.73 pence per share (the “New Shares”) under the placing (the “Issue”). The placing price represents a premium of 2% to the unaudited NAV of 107.58 pence per share as at 19 August 2016.

Applications will be made for 43,743,734 New Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc’s Main Market for listed securities. Admission is expected to become effective, and dealings in the New Shares to commence at 8 a.m. on 31 August 2016.

Following the Issue, the Company’s issued share capital will comprise 377,314,151 ordinary shares. This figure may be used by 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.

Unless otherwise defined, capitalised words and phrases in this Announcement shall have the meaning given to them in the Company's January 2016 prospectus. Funds raised will be invested in accordance with the Company’s existing Investment Policy.

Further information

Further information regarding the Company can be found at the Company's website http://www.twentyfouram.com/funds-and-services/twentyfour-income-fund or please contact:

Important notice

This Announcement has been prepared for information purposes only, it is not a prospectus. Recipients of this Announcement who are considering acquiring New Shares in the Company in connection with the Issuance are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus and any supplementary prospectus(es) thereto which may be different from the information contained in this Announcement. This Announcement does not constitute or form part of and may not be construed as an offer to sell, or an invitation to purchase, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating any investment opportunity. In particular, an investment in the Company involves a high degree of risk and prospective investors should read the section in the Prospectus entitled "Risk Factors" for further information.

Any data on past performance, modelling or back-testing contained herein is no indication as to future performance and there can be no assurance that targeted or projected returns will be achieved, that the Company will achieve comparable results or that the Company will be able to implement its investment strategy or achieve its investment objectives. All opinions and estimates are given as of the date hereof and are subject to change. The value of any investment may fluctuate as a result of market changes.

Ordinary Shares have not been and will not be registered under the U.S. 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 and the New Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons. There will be no public offer of the New Shares in the United States. Subject to certain exceptions, the New Shares are being offered and sold only outside the United States to persons who are not U.S. Persons in reliance on the exemption from registration provided by Regulation S under the Securities Act.

Moreover, the Company has not been and will not be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and investors will not be entitled to the benefits of the Investment Company Act. The New Shares and any beneficial interests therein may only be transferred in an offshore transaction in accordance with Regulation S (i) to a person outside the United States and not known by the transferor to be a U.S. Person, by prearrangement or otherwise; or (ii) to the Company or a subsidiary thereof.

The distribution of this Announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or Numis that would permit an offering of any New Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The information contained in this Announcement is subject to change without notice and neither the Company nor Numis assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.