Results of Elections

RNS Number : 7884A

Fair Oaks Income Fund Limited

28 March 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM, FINLAND, LUXEMBOURG AND SWEDEN) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Company's circular dated 9 March 2017.

28 March 2017

Fair Oaks Income Fund Limited (the "Company")

(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered number 58123 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission)

Result of Elections

Background

On 9 March 2017, the Company announced Proposals which included Shareholders being offered an option (but not an obligation) to extend the duration of their investment in the Company and also a further equity raise. The Proposals include, inter alia:

i.    the Reorganisation Proposal allowing Shareholders to have their Ordinary Shares re-designated as 2017 Shares, thereby extending the life of their investment in the Company beyond the planned end date of the Master Fund, or to elect to have their Ordinary Shares re-designated as 2014 Shares;

ii.    the Share Issue Proposal by way of the Issue (comprising the First Placing and the Offer for Subscription) of C Shares at US$1 per C Share and a Placing Programme of 2017 Shares and/or C Shares; and

iii.   the Name Change Proposal to change the name of the Company to "Fair Oaks Income Limited" with the intention to broaden the Company's appeal to investors beyond those accustomed to investing in funds.

In connection with the Proposals, the Extraordinary General Meeting has been convened for 2.30 p.m. on 29 March 2017 at which the Resolutions will be put to Shareholders. Results of the Extraordinary General Meeting are expected to be published on 29 March 2017, as per the timetable below.

Results of Elections

The Company announces that 47,428,202 Ordinary Shares have been elected for re-designation as 2014 Shares at the Effective Date, representing 15.3% of the Ordinary Shares currently in issue.

Consequently, 263,510,368 Ordinary Shares will be re-designated as 2017 Shares, representing the balance of 84.7% of the Ordinary Shares currently in issue. Based on the above election results and the Ordinary Share price as at close of business on 27 March 2017, the 2017 Share class would have an opening market capitalisation of approximately US$262.2 million.

First Placing and Offer for Subscription of C Shares

On 9 March 2017, the Company published the Prospectus relating to the Issue of C Shares at USD 1 per C Share.

The latest time and date for receipt of applications under the offer for subscription is 11 a.m. on 31 March 2017.

The latest time and date for receipt of commitments under the placing is 5 p.m. on 31 March 2017. Qualified Investors (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)) are invited to apply for C Shares by contacting Numis Securities Limited ("Numis") on the contact details below.

Numis and the Investment Adviser reserve the right to rebate to significant investors a proportion of the commission payable under the terms of the Placing Agreement.

Enquiries

Fair Oaks Income Fund Limited	[e-mail] www.fairoaksincomefund.com
Fair Oaks Capital Limited Hayley Stewart	[phone]
Numis Securities Limited Nathan Brown / Harry Trueman (Corporate Broking and Advisory) Chris Gook / David Luck (Sales)	[phone]

Proposed Admission to Trading

Application will be made to the London Stock Exchange for 47,428,202 2014 Shares and 263,510,368 2017 Shares to be admitted to trade on the Specialist Fund Segment of the Main Market of the London Stock Exchange. The Company expects the Admission to become effective at 8 a.m. on 5 April 2017.

Expected Timetable

Extraordinary General Meeting	2.30 p.m. on 29 March 2017
Results of the Extraordinary General Meeting published	29 March 2017
Latest time and date for receipt of Application Forms under the Offer	11.00 a.m. 31 March 2017
Latest time and date for receipt of commitments under the First Placing	5.00 p.m. 31 March 2017
Publication of results of First Placing and Offer	3 April 2017
Effective Date	5 April 2017
Admission of the re-designated 2014 Shares and 2017 Shares and of any C Shares under the Issue	8.00 a.m. on 5 April 2017
CREST accounts credited in respect of the C Shares issued pursuant to the Issue	5 April 2017
Share certificates despatched in respect of the C Shares issued pursuant to the Issue	10 April 2017
Despatch of replacement share certificates to the holders of 2014 Shares and 2017 Shares	in the week commencing 10 April 2017

Notes:

(1) References to time above and in the Prospectus generally are to London times unless otherwise specified.

(2) All times and dates in the expected timetable and in the Prospectus may be adjusted by the Company. Any material changes to the timetable will be notified through a RIS.

Dealing Codes

2014 Shares
ISIN	GG00BF00L128
SEDOL	BF00L12
Ticker	FA14
2017 Shares
ISIN	GG00BF00L342
SEDOL	BF00L34
Ticker	FAIR
C Shares
ISIN	GG00BF00L672
SEDOL	BF00L67
Ticker	FAIC

Fair Oaks Income Fund Limited

Fair Oaks Income Fund Limited is a registered closed-ended investment company incorporated in Guernsey. The Company was admitted to trading on the Specialist Fund Market of the London Stock Exchange (now the Specialist Fund Segment of the Main Market of the London Stock Exchange) on 12 June 2014.

The investment policy of the Company will be to invest (either directly and/or indirectly through the Master Fund and/or Master Fund II) in US and European CLOs or other vehicles and structures which provide exposure to portfolios consisting primarily of US and European floating-rate senior secured loans and which may include non-recourse financing. The Company will implement its investment policy by remaining invested in FOIF LP and making new investments in FOMC II LP.

Important Information

This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company, has been approved for the purposes of section 21 of the FSMA by Fair Oaks Capital Limited, which is authorised and regulated by the Financial Conduct Authority.

This announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any shares in the Company in any jurisdiction 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 or act as any inducement to enter into, any contract therefor.

Recipients of this announcement who are considering subscribing for 2017 Shares and / or C Shares are reminded that any such subscription must be made only on the basis of the information contained in the Prospectus which may be different from the information contained in this announcement. The subscription for 2017 Shares and / or C Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

Numis, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Numis or advice to any other person in relation to the matters contained herein. Neither Numis nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

The Company is not and will not be registered under the US Investment Company Act of 1940, as amended. The shares of the Company have not been, nor will they be, registered under the US 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 or under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction that is a member state of the European Economic Area (other than the United Kingdom, Finland, Luxembourg and Sweden). Subject to certain exceptions, the Company's shares may not be offered or sold in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction that is a member state of the European Economic Area (other than the United Kingdom, Finland, Luxembourg and Sweden) or to or for the account or benefit of any national, resident or citizen of any member state of the European Economic Area (other than the United Kingdom, Finland, Luxembourg and Sweden), Australia, Canada, Japan, the Republic of South Africa or any person located in the United States.

This announcement includes "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy and plans 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 forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims 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 the FSMA, the Financial Services Act 2012, the Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

 

END

 

 

MSCJPMJTMBITBPR