Supplementary Prospectus

25 July 2022
 

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.

TwentyFour Income Fund Limited

Supplementary Prospectus

The Board of Directors of TwentyFour Income Fund Limited (the "Company") announces the publication of a supplementary prospectus dated 25 July 2022 (the “Supplementary Prospectus”).  The Supplementary Prospectus supplements the prospectus published by the Company on 3 March 2022 (the “Prospectus”).

The Supplementary Prospectus has been issued following the publication of the Company's Annual Report and Accounts for the year ended 31 March 2022, certain information from which is incorporated by reference into the Supplementary Prospectus.  The Supplementary Prospectus also contains information about the appointment, with effect from 12 July 2022, of Bronwyn Curtis OBE to the Board of Directors of the Company.

The date of the Company’s Annual General Meeting will remain as stated in the Prospectus, being 14 October 2022, rather than the date stated in the Company’s Annual Report and Accounts.

Copies of the Supplementary Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at

https://data.fca.org.uk/#/nsm/nationalstoragemechanism and are also available on the Company's website at www.twentyfourincomefund.com

For further information, please contact:

Northern Trust International Fund Administration Services (Guernsey) Limited
[phone]

Numis     
Hugh Jonathan
Matt Goss
[phone]

IMPORTANT INFORMATION

Nothing in this announcement shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities 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 therefor.

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 does not constitute an offer or solicitation to acquire or sell any securities of the Company. This announcement is not for distribution in or into the United States or to any US Person, 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. A “US Person” is any person who is not a “Non-United States Person” as defined in US Commodity Futures Trading Commission Rule 4.7. 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 United States Securities Act of 1933, as amended (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.

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 Shares have been subject to a product approval process, which has determined that such 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”).

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 Shares (by either adopting or refining the manufacturer’s Target Market Assessment) and determining appropriate distribution channels.