Proposed Issue of Equity

RNS Number : 4684E

Fair Oaks Income Fund Limited

10 February 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

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 Fair Oaks 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.

10 February 2015

FAIR OAKS INCOME FUND LIMITED

(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)

Proposed Issue of Equity

Fair Oaks Income Fund Limited is pleased to announce, in light of the current pipeline of investment opportunities and a new investor commitment received for at least US$21 million, that further new ordinary shares in the Company ("New Shares") are being made available at an issue price of US$0.9932 under the placing programme established in the Company's prospectus dated 16 May 2014.

The Board and Fair Oaks believe that the issue of New Shares (the "Issue") is in the interests of Shareholders as a whole as it will further enlarge the Company and diversify the Master Fund's portfolio.  It is expected the proceeds of the Issue can be invested on a basis consistent with the Company's dividend policy and target return.

The Issue is available to Qualified Investors, who are invited to apply for New Shares through the Company's corporate broker, Numis, on the contact details below.  The Issue is expected to close at 12 p.m. on 13 February 2015, with admission of the New Shares scheduled for 19 February 2015.

The issue price of represents a premium of approximately 2.5% to the NAV as at 31 January 2015 (less the first monthly interim dividend of 0.7 US cents declared on 28 January 2015 which will not be payable on the New Shares).

The closing date and the size of the Issue, and the decision to allot New Shares to any Qualified Investor, will be determined at the absolute discretion of the Company and Numis.  Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on the Specialist Fund Market.

Further Information

Fair Oaks Income Fund Limited

Email: [e-mail]

Web: www.fairoaksincomefund.com

Fair Oaks Capital Limited

Miguel Ramos Fuentenebro

Tel. [phone]

Email: [e-mail]

Numis Securities Limited

Tel. [phone]

David Luck / Chris Gook (Sales)

Nathan Brown (Corporate Broking)

Camarco

Tel. [phone]

Edward Gascoigne-Pees

Hazel Stevenson

Fair Oaks Income Fund Limited

Fair Oaks Income Fund Limited (the "Company") is an authorised closed-ended investment company incorporated in Guernsey.  The Company was admitted to trading on the Specialist Fund Market of the London Stock Exchange on 12 June 2014.  The Company's ordinary shares have the TIDM: FAIR and ISIN: GG00BMBN1D14.

The investment policy of the Company is to seek exposure to 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 investing in the Master Fund.

The investment objective of the Company is to generate attractive, risk-adjusted returns, principally through income distributions.  The Company announced on 16 January 2015 that (1) on the basis of income projections as at that date, the Board planned to declare eleven monthly dividends of a minimum of 0.7 US cents per share* and a larger twelfth interim dividend such that, in the opinion of the Directors, substantially all net income generated by the Company in 2015 is distributed to shareholders; and (2) the Company will continue to target an annual net total return of 12-14%* over the planned life of the Master Fund and it is expected that dividends will constitute the principal element of the return to the Company's shareholders.

*This is a target only and not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions at all. This target return should not be taken as an indication of the Company's expected or actual current or future results. The Company's actual return will depend upon a number of factors. Shareholders and potential investors should decide for themselves whether or not the return is reasonable and achievable.

In this announcement (1) "Fair Oaks" refers to Fair Oaks Capital Limited (the Company's investment adviser) and Fair Oaks Income Fund (GP) Limited (the general partner of FOIF LP (the "Master Fund") in which the Company invests); and (2) "Qualified Investors" are as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended).

Important Information

This announcement has been prepared by, and is the sole responsibility of, Fair Oaks Income Fund Limited.

Numis Securities Limited ("Numis") 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.

The Company is not and will not be registered under the US Investment Company Act of 1940, as amended. The New Shares 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 Ireland or the Republic of South Africa or any other jurisdiction that is a member state of the European Economic Area (other than the United Kingdom). Subject to certain exceptions, the New Shares may not be offered or sold in the United States, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction that is a member state of the European Economic Area (other than the United Kingdom) 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), Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa or any person located in the United States. Placings under the Issue and the distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

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 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 Financial Services and Markets Act 2000, the Financial Services Act 2012, the Listing Rules or Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

 

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