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 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

8 November 2017

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)

POTENTIAL SHARE ISSUE

Fair Oaks Income Limited (the "Company") announces, in light of the current pipeline of investment opportunities and a new investor commitment received for US$20 million, that new 2017 Shares ("New Shares") are being made available, conditional on the result of the Company's EGM convened for 14 November 2017, under the placing programme established in the Company's prospectus dated 6 March 2017. 

The proceeds of this placing are intended to be used as funding for a newly originated opportunity to make a primary investment of approximately $35m in a CLO equity security. The potential total return for this investment as estimated by the general partner of Master Fund II (the "GP") is between 15% and 16% per annum (see Note 1), supported by an expected circa 180 bank loan issuers and attractive debt funding. 

In the event that aggregate demand permits, the additional proceeds are intended to be used as funding for a second newly originated opportunity. This is also a primary CLO equity investment of approximately $30m and has a similar potential return (see note 1).

The issue price per New Share will be determined following announcement of the NAV per 2017 Share as at 31 October 2017. It is expected that the issue price will represent a premium of approximately 2% to that published NAV (less the monthly interim dividend of 0.7 US cents declared on 31 October 2017 which will not be payable on the New Shares).  

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 12:30 on 16 November 2017, with admission of the New Shares scheduled on 17 November 2017. 

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 Segment of the Main Market.

LEI: 2138008KETEC1WM5YP90

Enquiries:

Fair Oaks Income Limited

Email: contact@fairoaksincome.com

Web: www.fairoaksincome.com

Fair Oaks Capital Limited

Investor Relations

DDI: +44 (0) 20 3034 0400

Email: ir@fairoakscap.com

Praxis Fund Services Limited

Ben Le Prevost

DDI: +44 (0) 1481 755524

Email: Ben.LePrevost@praxisifm.com

Numis Securities Limited

Nathan Brown, Corporate Broking

DDI: +44 (0) 20 7260 1426

Email: n.brown@numis.com 

Fair Oaks Income Limited

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 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 the Master Fund and making new investments in Master Fund II.

Important Information

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.

Note:

1) The General Partner's estimate of the potential total return for this investment in calculated across certain scenarios and subject to certain assumptions. This and any other references herein to potential future returns or distributions are targets and not forecasts and there can be no guarantee or assurance that they will be achieved.

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.