Update on Proposed Merger

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

18 March 2022

TWENTYFOUR INCOME FUND LIMITED
(a non-cellular company limited by shares incorporated in the Island of Guernsey under the Companies (Guernsey) Law 2008, as amended, with registered number 56128 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission. LEI 549300CCEV00IH2SU369)

UK MORTGAGES LIMITED
(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 60440 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission. LEI: 549300388LT7VTHCIT59)

Update on Proposed Merger

Further to the announcement on 8 February 2022 in relation to the proposed merger of TwentyFour Income Fund Limited (“TFIF”) and UK Mortgages Limited (“UKML”), the Board of UKML is pleased to announce that the special resolutions proposed at the Extraordinary General Meeting held earlier today were approved and that Andrea Frances Alice Harris and Benjamin Alexander Rhodes of Grant Thornton Limited, PO Box 313, Lefebvre House, Lefebvre Street, St. Peter Port, Guernsey GY1 3TF have therefore been appointed as the Liquidators.

Special Resolution	For	Against
1	88,305,512	10,219
2	88,305,512	10,219

Following support for the resolutions it is expected that the transaction will complete, with new TFIF Shares being issued in the week commencing 28 March. A further announcement setting out the final Scheme Entitlements is expected on 23 March including the Acquisition Value per UKML Share, the TFIF Issue Price and the number of New TFIF Shares expected to be issued under the Scheme.  

The full text of the special resolutions can be found in the notice of the Extraordinary General Meeting contained in UKML’s circular to Shareholders dated 3 March 2022 (the “Circular”).

The Circular is available for viewing on UKML’s website, https://www.twentyfouram.com/view/GG00BXDZMK63/uk-mortgages-limited#documents.

Trading in the UKML Shares was suspended at 7.30 a.m. this morning. UKML, through its advisers, has notified the London Stock Exchange of UKML’s intention to cancel the admission of UKML Shares to trading at 8.00 a.m. on 30 March 2022.

The Scheme remains conditional on (a) Admission of the New TFIF Shares to the premium segment of the Official List of the FCA and to trading on the premium segment of the London Stock Exchange's main market; and (b) a reorganisation of the entity that holds UKML's assets in connection with the Scheme that is expected to complete on 23 March 2022.

Expected timetable

	2022
Calculation date	Close of business 18 March
Publication of the Acquisition Value per UKML Share and the TFIF Issue Price	23 March
Date of completion of the reorganisation of the entity that holds UKML's assets	23 March
Date of transfer of Rollover Pool to TFIF	24 March
Admission of the New TFIF Shares issued under the Scheme to the Official List and to trading on the London Stock Exchange, and dealings in the New TFIF Shares commence	8.00 a.m. on 24 March
CREST accounts credited with the New TFIF Shares issued under the Scheme	24 March
Share certificates in respect of the New TFIF Shares issued under the Scheme expected to be despatched	Week commencing 28 March
UKML shares cancelled from trading on the London Stock Exchange	8.00 a.m. on 30 March

Enquiries: 

Numis
Financial Adviser and Corporate Broker to TFIF
Hugh Jonathan / Matt Goss
Tel: [phone]

Numis
Financial Adviser and Corporate Broker to UKML
Nathan Brown / Vicki Paine
Tel: [phone]

Grant Thornton
Liquidators of UKML
Tom Angus
Tel: [phone]

Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary to both TFIF and UKML
Tel: [phone]

Notes:

Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.

Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”), is acting for TFIF and UKML and for no one else in connection with the Scheme and will not regard any other person as its client and will not be responsible to anyone other than TFIF or UKML for providing the protections afforded to clients of Numis or for advising any such person in connection with the contents of this announcement or the Scheme.