Result of Transaction

2 March 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.

This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in TwentyFour Income Fund Limited or securities in any other entity, in any jurisdiction, including the United States, 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, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

TwentyFour Income Fund Limited

(“TFIF” or the “Company”)

Result of Transaction

Following the Company’s announcement on 1 February 2016, the Board announces that the result of the Transaction is that additional gross proceeds of approximately £31 million have been raised.

The gross proceeds of the Issue were £37.7 million, the first £6.6 million of which will be applied to enable the redemption of Ordinary Shares in respect of which Realisation Sale Elections were made, with the £31.1 million balance being available (net of the costs of the Transaction) for investment in accordance with the Company’s investment policy.

Applications under the Transaction have been received as follows:

• 6,625,189 Ordinary Shares were elected for the Realisation Opportunity;
• £27.5 million was subscribed under the Open Offer;
• £10.1 million was subscribed under the Placing; and
• £0.07 million was subscribed under the Offer for Subscription.

Based on the above applications:

• 6,625,189 Ordinary Shares will be redeemed at the Redemption Price of 99.93 pence, representing a 1% discount to the NAV of 103.58 pence per Share as at 26 February 2016 less the final interim dividend of 2.64 pence per Share (the “Adjusted NAV”);
• 36,736,894 New Ordinary Shares will be issued at the Issue Price of 102.59 pence, representing a 1.6% premium to the Adjusted NAV; and
• No Realisation Shares will be issued.

Trevor Ash, Chairman, commented:

"The Board is delighted that the transaction has delivered additional funds for investment at a time when TwentyFour believes that the ABS market provides highly attractive risk-adjusted returns, while also providing an efficient exit for those shareholders electing for realisation. The Company can now move forward with a supportive shareholder base and a strong platform for growth."

Ben Hayward, Portfolio Manager, commented:

"TwentyFour views the current market as the most attractive investment opportunity we have seen in ABS for a number of years. We believe that the fundamentals have improved since TFIF’s launch and yet the value on offer has not changed. In our view TFIF is well positioned to deliver another three years of consistent income returns for its shareholders."

Applications will be made for 30,111,705 New Ordinary 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'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 8 March 2016. The ticker for the Company’s Ordinary Shares is TFIF (ISIN: GG00B90J5Z95; SEDOL: B90J5Z9).

Following the Issue, the Company's issued share capital will comprise 315,020,417 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.

The Prospectus established a Placing Programme under which the Board has discretion until 27 January 2017 to issue additional New Ordinary Shares to satisfy market demand for Ordinary Shares and to raise further money for investment in accordance with the Company’s investment policy. In utilising this discretion the Directors intend to take into account relevant factors, including the desirability of limiting the premium to Net Asset Value at which the Ordinary Shares trade. The Placing Programme Price will be calculated by reference to the estimated cum income NAV per Ordinary Share together with a premium intended to cover the costs and expenses of the relevant placing pursuant to the Placing Programme.

Unless otherwise defined, capitalised words and phrases in this announcement shall have the meaning given to them in the Company’s prospectus dated 29 January 2016.

For further information, please contact:

TwentyFour Asset Management LLP John Magrath Alistair Wilson	[phone]
Numis Securities Limited Nathan Brown Hugh Jonathan	[phone]

IMPORTANT NOTICES

This Announcement has been issued for information purposes only.  It is issued by and is the sole responsibility of the Company.  No representation or warranty, express or implied, is or will be made to, or in relation to, and no responsibility or liability is or will be accepted by Numis Securities Limited ("Numis") or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Numis is acting for the Company as sponsor, broker and financial adviser in relation to the proposed Issue of New Ordinary Shares pursuant to the Placing, Offer for Subscription and Open Offer. Numis is authorised and regulated by the Financial Conduct Authority. Numis is not acting for anyone else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the proposed issue or any other matter referred to herein.  To the fullest extent permitted by law recipients agree that Numis shall not have any liability (direct or indirect) for or in connection with this Announcement or any matters arising out of or in connection herewith. Numis has not authorised the contents of, or any part of, this document.

New Ordinary Shares to be issued pursuant to the Issue 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 accordingly, subject to certain exceptions, may not be offered or sold directly or indirectly within or into the United States, or to or for the benefit of any U.S. person (within the meaning of Regulation S under the Securities Act).  In addition, the Company has not been and will not be registered under the United States 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 distribution of this Announcement and the placing, offer for subscription and open offer of New Ordinary Shares 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 Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary 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.