Results of 2022 Realisation Opportunity Election

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR  FROM  THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION WHERE TO DO SO  WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") or otherwise.  Investors should not subscribe for or purchase any securities referred to in this announcement except solely on the basis of the information contained in the prospectus of TwentyFour Income Fund Limited dated 3 March 2022 (together with the supplementary prospectus dated 25^th July 2022the "Prospectus") including the risk factors set out therein.  A copy of the Prospectus is available for inspection at TwentyFour Income Fund Limited’s registered office and website at www.twentyfourincomefund.com (subject to certain access restrictions) and at the National Storage Mechanism via https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
 

17 October 2022

TwentyFour Income Fund Limited (“TFIF” or the “Company”)

(a closed-ended investment company incorporated in Guernsey with registration number 56128)

(LEI: 549300CCEV00IH2SU369)

Results of 2022 Realisation Opportunity Election

The Board of Directors of TwentyFour Income Fund (“TFIF” or the “Company”) announces that 9,582,068 Ordinary Shares have been elected for realisation at a price of the closing NAV (less the 1.75p dividend with ex-dividend date of 20 October 2022) on Tuesday 18 October 2022, less 2% (the “Redemption Price”, to be announced on Thursday 20 October) in the 2022 Realisation Opportunity (the “Realisation Opportunity”).

Ordinary Shares elected for realisation will be made available to buy in the market (the “Redemption Placing”) and investors should contact Numis, the Company’s Broker, with any demand for Ordinary Shares at the Redemption Price. The Company will buy back any Ordinary Shares not placed into the market at the Redemption Price pursuant to the authority granted at the 2022 AGM held on 14 October 2022.

Further, in order to benefit from the current market opportunity, the Company announces a proposed placing of new Ordinary Shares under its existing Placing Programme (the “Additional Placing”, and together with the Redemption Placing, the “Placing”) to satisfy potential investor demand for Ordinary Shares above that available through the Redemption Placing.  In the first instance, investor demand for Ordinary Shares will be matched with any supply of Ordinary Shares provided by the Redemption Placing at the Redemption Price.  To the extent that demand for Ordinary Shares is greater than the supply of Ordinary Shares from the Realisation Opportunity, new Ordinary Shares will be issued by the Company at a 2% premium to the closing NAV (less the 1.75p dividend with ex-dividend date of 20 October 2022) of Tuesday 18 October 2022 (the “Placing Programme Price”, also to be announced on Thursday 20 October), with placees being allocated a proportion of Ordinary Shares at the Redemption Price and a proportion at the Placing Programme Price, in each case pro rata to the size of their allocation under the Placing (the average price per Ordinary Share allocated under the Placing being the "Placing Price"). 

For the avoidance of doubt, investors who acquire Ordinary Shares in the Placing will not be entitled to receive the dividend declared by the Directors in respect of the quarter ending 30 September 2022 and announced by the Company on 13 October 2022.

Director participation

The following Directors of the Company have made the orders listed below, to be satisfied in the Placing pro rata (alongside and on the same terms as other investors) at the Placing Price:

Name	Role	Order
Richard Burwood	Non-executive Director	£20,000 of Ordinary Shares
Bronwyn Curtis	Non-executive Director	£100,000 of Ordinary Shares
Joanne Fintzen	Non-executive Director	£20,000 of Ordinary Shares
John de Garis	Non-executive Director	£20,000 of Ordinary Shares
John Le Poidevin	Non-executive Director	£225,000 of Ordinary Shares

Bronwyn Curtis, Chair of TFIF commented: “Given the turbulent political backdrop, the small percentage of the shareholder register seeking to realise their shares is an endorsement of the opportunity that TFIF continues to provide. The Board believes that TFIF offers an attractive investment opportunity and all the Directors intend to buy shares as part of the placing ”

Expected timetable

NAV date for Placing Programme Price and Redemption Price	18 October 2022
Ex Dividend date	20 October 2022
Placing closes	12:00 p.m. on 20 October 2022
2022 Reorganisation Date	21 October 2022
Trade date	21 October 2022
Placing Price and results of Placing announced	21 October 2022
Admission of any new Ordinary Shares	25 October 2022

Please contact Numis before 12:00pm on 20 October to place an order for Ordinary Shares.

For further information, please contact:

Numis Securities Limited:
Hugh Jonathan   [phone]
Matt Goss

TwentyFour Income Fund Limited:
John Magrath    [phone]
Alistair Wilson
 

IMPORTANT INFORMATION

Words defined in the Prospectus shall have the same meaning in this announcement.

Nothing in this announcement shall constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities.

Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”), is not acting as adviser to any recipient of this announcement, nor will it be responsible to any recipient of this announcement for providing the protections afforded to its clients or for providing advice in connection with this announcement or any of the matters referred to herein.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.  All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, 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 factors include but are not limited to those described in the Prospectus.  These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, TwentyFour and Numis expressly disclaim 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 applicable laws, regulations or rules.

This announcement is not for distribution in or into the United States or to any US Person (as defined by Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)), Australia, Canada, Japan, New Zealand, the Republic of South Africa, any European Economic Area state or any other jurisdiction in which its distribution may be unlawful. This announcement is not an offer of securities for sale in the United States or elsewhere. The securities of the Company have not been and will not be registered under the Securities Act and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and investors are not entitled to the benefits of that Act. There has not been and there will be no public offering of the Company's securities in the United States.

Terms and Conditions of the Placing

Each Placee that confirms its agreement with Numis as agent for the Company to participate in the Placing agrees that the Placing shall be made on the terms and subject to the conditions contained in Part 10 of the Prospectus, save that to the extent that part of a Placee's allocation is satisfied by Ordinary Shares provided by the Realisation Opportunity at the Redemption Price, the Placee shall pay: (a) the Redemption Price per Ordinary Share for such Ordinary Shares so allocated; and (b) the Placing Programme Price for the balance of the Ordinary Shares, with the basis of allocation being as detailed in this announcement, and the terms and conditions in respect of the Placing shall be amended accordingly.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of the Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (including the FCA’s Product Intervention and Governance Sourcebook (PROD) (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such Ordinary Shares are: (i) compatible with an end target market of professionally advised retail investors who do not need a guaranteed income or capital protection, who (in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the UK MiFID Laws (as applicable) and who do not need a guaranteed income or capital protection; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II or the UK MiFID Laws, as applicable (the “Target Market Assessment”). Numis will only procure investors in connection with the Placing who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the UK MiFID laws (as applicable); or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Any person subsequently offering, selling or recommending the securities (a "distributor") should take into consideration the manufacturer’s target market assessment; however, a distributor subject to the UK MiFID Laws or MiFID II (as applicable) is responsible for undertaking its own target market assessment in respect of the Ordinary Shares (by either adopting or refining the manufacturer’s Target Market Assessment) and determining appropriate distribution channels.