Terms and Conditions of Potential Issue

RNS Number : 5235I

Fair Oaks Income Limited

22 March 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM), THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,  JAPAN, NEW ZEALAND 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 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.

Fair Oaks Income Limited

22 March 2018

FAIR OAKS INCOME 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)

TERMS AND CONDITIONS OF POTENTIAL ISSUE

The Company today publishes as an appendix to this announcement the terms and conditions of the potential issue of shares announced on 14 March 2018 (the "Issue").

By participating in the Issue, investors will be deemed to have read and understood this announcement in its entirety, and to be participating on the terms and conditions contained in the appendix.

Enquiries:

Fair Oaks Income Limited

Email: [e-mail]

Web: www.fairoaksincome.com

Fair Oaks Capital Limited

Investor Relations

DDI: [phone]

Email: [e-mail]

Praxis Fund Services Limited

Ben Le Prevost

DDI: [phone]

Email: [e-mail]

Numis Securities Limited

Nathan Brown, Corporate Broking

DDI: [phone]

Email: [e-mail] 

Fair Oaks Income Limited

LEI: 2138008KETEC1WM5YP90

Fair Oaks Income 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 is to invest (either directly and/or indirectly through the FOIF LP and/or FOMC II LP (respectively "the Master Fund" and "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 the Master Fund and making new investments in Master Fund II.

Important Information

Unless otherwise defined herein capitalised terms shall have the same meaning as in the Company's announcement dated 14 March 2018 (and as updated on 16 March 2018).

This document is for information purposes only and is not an offer to invest. All investments are subject to risk. Past performance is no guarantee of future returns. Prospective  investors are  advised  to seek  expert  legal, financial, tax  and other  professional advice  before making  any  investment decisions.

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

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

1         Introduction

1.1      Each placee which confirms its agreement to Numis to subscribe for New Shares pursuant to the placing announced by the Company on 14 March 2018 (the "Placing") (each a "Placee") will be bound by these terms and conditions and will be deemed to have accepted them.

1.2      The Company and/or Numis may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it/they (in its/their absolute discretion) see fit and/or may require any such Placee to execute a separate placing letter (for the purposes of this announcement a "Placing Letter"). The terms of this announcement will, where applicable, be deemed to be incorporated into such Placing Letter.

2         Agreement to subscribe for New Shares

2.1      Conditional on:

(i)     admission of the New Shares to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market (the "SFS") ("Admission") occurring not later than 8.00 a.m. on 4 April 2018 (or such later date and/ or time as the Company and Numis may agree);

(ii)    the resolutions proposed at the EGM being passed; and

(iii)   Numis confirming to the Placees their allocation of New Shares,

a Placee agrees to become a member of the Company and to subscribe for those New Shares allocated to it by Numis at US$0.973 (the "Issue Price").

To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have. Fractions of New Shares will not be issued.

2.2      Applications under the Placing must be for a minimum subscription amount of US$1,000.

3         Payment for New Shares

Each Placee undertakes to pay the Issue Price for the New Shares issued to the Placee in the manner and by the time directed by Numis. In the event of any failure by any Placee to pay as so directed and/or by the time required by Numis, the relevant Placee shall be deemed hereby to have appointed Numis or any nominee of Numis as its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of the New Shares in respect of which payment shall not have been made as directed, and retain from the proceeds for Numis' own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due, and to indemnify Numis and its respective affiliates on demand in respect of any liability for stamp duty and/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales. A sale of all or any of such New Shares shall not release the relevant Placee from the obligation to make such payment for relevant New Shares to the extent that Numis or its nominee has failed to sell such New Shares at a consideration which, after deduction of the expenses of such sale and payment of stamp duty and/or stamp duty reserve tax as aforementioned, is equal to or exceeds the Issue Price per Share.

4         Representations and warranties

             By agreeing to subscribe for New Shares, each Placee which enters into a commitment to subscribe for New Shares (for the purposes of these terms and conditions a "Placing Commitment") will (for itself and for any person(s) procured by it to subscribe for New Shares and any nominee(s) for any such person(s)) be deemed to acknowledge, understand, undertake, represent and warrant to each of the Company, Numis the Company's registrar (the "Registrar") that:

4.1      in agreeing to subscribe for New Shares under the Placing, it is relying solely on this announcement and not on any other information given, or representation or statement made at any time, by any person concerning the Company, the New Shares and/or the Placing. It agrees that none of the Company, Numis or the Registrar, nor any of their respective officers, agents, employees or affiliates, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have against any such persons in respect of any other information or representation;

4.2      if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for New Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory or jurisdiction for the New Shares and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, Numis or the Registrar or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing or its acceptance of participation in the Placing;

4.3      it has carefully read and understands this announcement in its entirety and acknowledges that it is acquiring New Shares on the terms and subject to the conditions set out in this announcement and, as applicable, in the contract note or placing confirmation referred to in paragraph 4.10 of these terms and conditions (the "Contract Note" or "Placing Confirmation"), the articles of incorporation of the Company in force at the relevant date of Admission and/or the Placing Letter (if any);

4.4      it has not relied on Numis or any person affiliated with Numis in connection with any investigation of the accuracy of any information contained in this document;

4.5      it acknowledges that the content of this announcement is exclusively the responsibility of the Company and its directors and neither Numis nor any person acting on their respective behalf nor any of their respective affiliates are responsible for or shall have any liability for any information, representation or statement contained in this announcement or any information published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise;

4.6      it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this announcement and, if given or made, any information or representation must not be relied upon as having been authorised by Numis or the Company;

4.7      it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services);

4.8      the price per New Share is fixed at the Issue Price and is payable to Numis on behalf of the Company in accordance with the terms of this announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any);

4.9      it has the funds available to pay in full for the New Shares for which it has agreed to subscribe pursuant to its Placing Commitment and that it will pay the total subscription in accordance with the terms set out in this announcement and, as applicable, as set out in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) on the due time and date;

4.10     its commitment to acquire New Shares under the Placing will be agreed orally or in writing (which shall include by email) with Numis as agent for the Company and that a Contract Note and/or Placing Confirmation will be issued by Numis as soon as possible thereafter. That oral confirmation or written agreement will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Numis to subscribe for the number of New Shares allocated to it and comprising its Placing Commitment at the Issue Price on the terms and conditions set out in this announcement and, as applicable, in the Contract Note or Placing Confirmation and the Placing Letter (if any) and in accordance with the articles of incorporation as are in force as at the date of Admission. Except with the consent of Numis, such oral or written agreement will not be capable of variation or revocation after the time at which it is made;

4.11     its allocation of New Shares under the Placing will be evidenced by Contract Note and/or Placing Confirmation, as applicable, confirming: (i) the number of New Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such New Shares; and (iii) settlement instructions to pay Numis as agent for the Company. These terms and conditions will be deemed to be incorporated into that Contract Note and/or Placing Confirmation;

4.12     settlement of transactions in the Company's 2017 Shares following Admission will take place in CREST but Numis reserves the right in its absolute discretion to require settlement in certificated form if, in its opinion, delivery or settlement is not possible or practicable within the CREST system within the timescales previously notified to the Placee (whether orally, in the Contract Note and/or Placing Confirmation, in the Placing Letter or otherwise) or would not be consistent with the regulatory requirements in any Placee's jurisdiction;

4.13     it accepts that none of the Company's 2017 Shares have been or will be registered under the laws of any member state of the European Economic Area (each an "EEA State") other than the United Kingdom, Australia, Canada, Japan, the Republic of South Africa, New Zealand, the United States or any other jurisdiction where the extension or availability of the Placing would breach any applicable law (each a "Restricted Jurisdiction"). Accordingly, the New Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Restricted Jurisdiction unless an exemption from any registration requirement is available;

4.14     It: (i) is entitled to subscribe for the New Shares under the laws of all relevant jurisdictions; (ii) has fully observed the laws of all relevant jurisdictions; (iii) has the requisite capacity and authority and is entitled to enter into and perform its obligations as a subscriber for New Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

4.15     if it is within the United Kingdom, it is (i) a qualified investor within the meaning of section 86(7) of the Financial Services and Markets Act 2000; (ii) a person who falls within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or is a person to whom the New Shares may otherwise lawfully be offered whether under such Order or otherwise; or (iii) if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the New Shares may be lawfully offered under that other jurisdiction's laws and regulations;

4.16     if it is a resident in an EEA State (other than the United Kingdom), it is (a) a "qualified investor" within the meaning of the law in the relevant EEA State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive 2010/73/EU (the "Prospectus Directive"); and (b) otherwise permitted to be marketed to in accordance with the provisions of the Alternative Investment Fund Managers Directive as implemented in the relevant EEA State in which it is located;

4.17     in the case of any New Shares acquired by a Placee as a financial intermediary within the meaning of the law in the relevant EEA State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive; (i) the New Shares acquired by it under the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant EEA State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of Numis has been given to the offer or resale; or (ii) where New Shares have been acquired by it on behalf of persons in any relevant EEA State other than qualified investors, the offer of those New Shares to it is not treated under the Prospectus Directive as having been made to such persons;

4.18     if it is outside the United Kingdom, neither this announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for New Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and New Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements

4.19     if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for New Shares under the Placing, that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any such territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, the Registrar or Numis, or any of their respective officers, agents, employees or affiliates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

4.20     it does not have a registered address in, and is not a citizen, resident or national of Canada, Japan, Australia, the Republic of South Africa, New Zealand or any jurisdiction in which it is unlawful to make or accept an offer of the New Shares and it is not acting on a non-discretionary basis for any such person;

4.21     if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for New Shares under the Placing will not be any such person on the date any such agreement to subscribe under the Placing is accepted;

4.22     (i) it has communicated or caused to be communicated and will communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Shares only in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person; and (ii) that no document in connection with the Placing is being issued by Numis in its capacity as an authorised person under section 21 of the FSMA and such documents may not therefore be subject to the controls which would apply if such documents were made or approved as financial promotion by an authorised person;

4.23     it is aware of and acknowledges that it is required to comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the in, from or otherwise involving, the United Kingdom;

4.24     it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, the Market Abuse Regulation (EU) No. 596/2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

4.25     it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this announcement or any other offering materials concerning the Placing or the New Shares to any persons within the United States or to any US Persons (having the meaning ascribed to such term in Regulation S promulgated under the US Securities Act of 1933, as amended (the "Securities Act") ("Regulation S")), nor will it do any of the foregoing;

4.26     no action has been taken, or will be taken, in any jurisdiction other than the United Kingdom that would permit a public offering of the New Shares in any country or jurisdiction where action for the purpose is required;

4.27     it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading "United States Purchase and Transfer Restrictions" in paragraph 5 below;

4.28     it acknowledges that none of Numis nor any of its respective affiliates nor any person acting on its behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and its participation in the Placing is on the basis that it is not and will not be a client of Numis and that Numis does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities otherwise required to be given by it in connection with its application under the Placing;

4.29     that, save in the event of fraud on the part of Numis, none of Numis, its ultimate holding companies nor any direct or indirect subsidiary undertakings of such holding companies, nor any of their respective directors, members, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of Numis' role as broker, bookrunner, financial adviser or otherwise in connection with the Placing and that where any such responsibility or liability nevertheless arises as a matter of law the Placee and, if relevant, its clients, will immediately waive any claim against any of such persons which the Placee or any of its clients may have in respect thereof;

4.30     that where it is subscribing for New Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the New Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this announcement; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Numis. It agrees that the provision of this paragraph shall survive any resale of the New Shares by or on behalf of any such account;

4.31     it irrevocably appoints any director of the Company and any director or duly authorised employee or agent of Numis to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the New Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;

4.32     it accepts that if the Placing does not proceed or the relevant conditions to the Placing are not satisfied (or waived), or the New Shares for which valid application are received and accepted are not admitted to trading on the SFS for any reason whatsoever, then none of Numis or the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

4.33     in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 in force in the United Kingdom (the "Money Laundering Regulations"); or (ii) subject to the Money Laundering Directive (2015/849/EC of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Regulations;

4.34     due to anti-money laundering requirements, Numis, Praxis Fund Services Limited (the "Administrator") and/or the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Numis and the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify Numis and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it in a timely manner;

4.35     it acknowledges and agrees that information provided by it to the Company or the Registrar will be stored on the Company's and/or the Registrar's computer system and manually. It acknowledges and agrees that for the purposes of the Data Protection (Bailiwick of Guernsey) Law, 2001, as amended (the "Data Protection Law") and other relevant data protection legislation which may be applicable, the Registrar is required to specify the purposes for which they will hold personal data. The Registrar will only use such information for the purposes set out below (collectively, the "Purposes"), being to:

(a)      process its personal data (including sensitive personal data) as required by or in connection with its holding of New Shares, including processing personal data in connection with credit and money laundering checks on it and effecting the payment of dividends and other distributions to shareholders;

(b)      communicate with it as necessary in connection with the proper running of its business affairs and generally in connection with its holding of New Shares;

(c)      provide personal data to such third parties as the Registrar may consider necessary in connection with the proper running of its business affairs and generally in connection with its holding of New Shares or as the Data Protection Law may require, including to third parties outside Guernsey;

(d)      process its personal data for the purpose of their internal record-keeping and reporting obligations; and

(e)      without limitation, provide such personal data to the Company or Numis and their respective associates for processing, notwithstanding that any such party may be outside Guernsey;

4.36     in providing the Company and/ or the Registrar with information, and to the extent that such information relates to a third party procured by a Placee to subscribe for New Shares and any nominee for any such person, it hereby represents and warrants to the Company and the Registrar that it has obtained any necessary consents of the data subject whose data it has provided, to the Company and their respective associates holding and using their personal data for the Purposes (including, where required, the explicit consent of the data subjects for the processing of any sensitive personal data, for the Purposes set out in paragraph 4.35 above) and will make the list of "Purposes" for which the Company and the Registrar will process the data (as set out in paragraph 4.35 of this announcement) available to all data subjects whose personal data may be shared by it in the performance of this announcement;

4.37     Numis and the Company are entitled to exercise any of their rights under this announcement or any other right in their absolute discretion without any liability whatsoever to them;

4.38     the representations, undertakings and warranties contained in this announcement (and, as applicable, in the Contract Note or Placing Confirmation and the Placing Letter (if any)) are irrevocable. It acknowledges that Numis and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, warranties and undertakings and it agrees that if any of the representations, warranties or undertakings made or deemed to have been made by it in respect of its subscription of the New Shares are no longer accurate, it shall promptly notify Numis and the Company;

4.39     where it or any person acting on behalf of it is dealing with Numis, any money held in an account with Numis on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority ("FCA") which therefore will not require Numis to segregate such money, as that money will be held by Numis under a banking relationship and not as trustee;

4.40     any of its clients, whether or not identified to Numis, will remain its sole responsibility and will not become clients of Numis for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

4.41     it accepts that the allocation of New Shares shall be determined by Numis, in its absolute discretion but after consultation with the Company, and that Numis, in its absolute discretion but after consultation with the Company, may scale down any commitments under the Placing for this purpose on such basis as Numis may determine;

4.42     time shall be of the essence as regards its obligations to settle payment for the New Shares and to comply with its other obligations under the Placing; 

4.43     it authorises Numis to deduct from the total amount subscribed under the Placing the aggregation commission (if any) (calculated at the rate agreed with the Placee) payable on the number of New Shares allocated under the Placing;

4.44     the commitment to subscribe for New Shares on the terms set out in this announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) will continue notwithstanding any amendment that may in the future be made to the terms of the Placing and that it will have no right to be consulted or require that its consent be obtained with respect to the Company's conduct of the Placing; and

4.45     The Company, the Registrar and Numis will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements. You agree to indemnify and hold each of the Company, the Registrar, Numis and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this announcement.

5         United States purchase and transfer restrictions

5.1      By participating in the Placing, each Placee acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for New Shares and any nominee(s) for any such person(s)) be further deemed to represent and warrant to each of the Company and Numis that:

(a)      it is not a US Person and it is not acquiring the New Shares for the account or benefit of a US Person;

(b)      it acknowledges that the New Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons;

(c)      it acknowledges that the Company has not registered under the US Investment Company Act of 1940 (as amended) (the "Investment Company Act") and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the Investment Company Act;

(d)      unless the Company expressly consents in writing otherwise, no portion of the assets used to purchase, and no portion of the assets used to hold, the New Shares or any beneficial interest therein constitutes or will constitute the assets of: (i) an "employee benefit plan" as defined in Section 3(3) of the US Employment Retirement Income Security Act ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986 (as amended (the "Internal Revenue Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code. In addition, if a Placee is a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code, its purchase, holding, and disposition of the New Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

(e)      that if any New Shares offered and sold pursuant to Regulation S are issued in certificated form, then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:

"FAIR OAKS INCOME LIMITED (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT 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. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS."

(f)       if in the future the Placee decides to offer, sell, transfer, assign or otherwise dispose of its New Shares, it will do so only in compliance with an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Company's articles of incorporation (the "Articles");

(g)      it is purchasing the New Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the New Shares in any manner that would violate the Securities Act, the Investment Company Act or any other applicable securities laws;

(h)      it acknowledges that the Company reserves the right to make inquiries of any holder of the New Shares or interests therein at any time as to such person's status under the US federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the US securities laws to transfer such New Shares or interests in accordance with the Articles;

(i)       it is entitled to acquire the New Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the New Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, Numis or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing or its acceptance of participation in the Placing;

(j)       it has received, carefully read and understands this document, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this document or any other presentation or offering materials concerning the New Shares to or within the United States or to any US Persons, nor will it do any of the foregoing; and

(k)      if it is acquiring any New Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.

5.2      The Company, Numis and the Registrar and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

6         If any of the representations, warranties, acknowledgements or agreements made by the Placee are no longer accurate or have not been complied with, the Placee will immediately notify the Company and Numis.

7         Supply and disclosure of information

If Numis, the Registrar or the Company or any of their agents request any information about a Placee's agreement to subscribe for New Shares under the Placing, such Placee must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

8         Automatic Exchange of Information

8.1      Each Placee acknowledges and understands that each of the Company and FOMC II LP ("Master Fund II") is required to comply with the US Foreign Account Tax Compliance Act ("FATCA"), the OECD's "Common Reporting Standard" ("CRS") and any similar legislation and that the Company, and Master Fund II will follow the extensive reporting and/or withholding requirements of FATCA, the CRS and any similar legislation. The Placee agrees to promptly furnish any information and documents which the Company or the general partner of Master Fund II may from time to time request, including but not limited to information required under FATCA, the CRS and any similar legislation.

9         Miscellaneous

9.1      The rights and remedies of Numis, the Registrar and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

9.2      On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally, his nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee to Numis.

9.3      Each Placee agrees to be bound by the Articles (as amended from time to time) once the New Shares, which the Placee has agreed to subscribe for pursuant to the Placing, have been acquired by the Placee. The contract to subscribe for New Shares under the Placing and the appointments and authorities mentioned in this announcement and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Numis, the Company and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the Placee in any other jurisdiction.

9.4      In the case of a joint agreement to subscribe for New Shares under the Placing, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

9.5      Numis and the Company expressly reserve the right to modify the Placing (including, without limitation, the relevant timetable and settlement processes) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in this announcement not having been satisfied or waived prior to Admission.

 

END

 

 

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