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Fair Oaks Income Limited announced that on October 31, 2025, a special resolution was passed at its Class Meeting with 99.87% of votes cast in favour. At a subsequent Extraordinary General Meeting held on the same date, a special resolution for revised Articles of Incorporation passed with 99.92% of votes cast for, along with two ordinary resolutions for company continuation (99.97% for) and redesignation of 2021 Shares (99.94% for).
| Date | 31 Oct 2025 |
| Time | 11:32:16 |
| Category | AGMs and other meetings |
| ID | 7219F |
31 October 2025
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)
Result of Class Meeting
Fair Oaks Income Limited (the "Company") announces that, at the Class Meeting of the Company held earlier today at 10:00 a.m., all resolutions were passed on a poll. The proxy votes received by the Company were as follows:
|
Special Resolution |
For |
Against |
Withheld* |
||
|
Votes |
% |
Votes |
% |
Votes |
|
|
1. Consent to resolution 1 of Extraordinary General Meeting. |
206,063,197 |
99.87 |
277,700 |
0.13 |
75,389 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution.
The full text of the above resolution is detailed below:
1. That the holders of Class Shares hereby sanction and consent to:
1.1. the passing and carrying into effect, as a special resolution of the Company, of resolution 1 contained in the notice of extraordinary general meeting of the Company dated 13 October 2025; and
1.2. any variation or abrogation and/or deemed variation or abrogation of the rights attached to the Class Shares which will, or may, result from the passing and carrying into effect of the resolution referred to in the foregoing sub-paragraph of this resolution and/or the implementation of the Proposals (as defined in the circular to Shareholders of the Company dated 13 October 2025).
Result of Extraordinary General Meeting
The Company further announces that, at the Extraordinary General Meeting of the Company held earlier today at 10:15 a.m., all resolutions were passed on a poll. The proxy votes received by the Company were as follows:
|
Resolutions |
For |
Against |
Withheld* |
||
|
Votes |
% |
Votes |
% |
Votes |
|
|
Special Resolution
|
|||||
|
1. Revised Articles of Incorporation. |
222,935,475 |
99.92 |
174,509 |
0.08 |
41,591 |
|
Ordinary Resolutions
|
|||||
|
2. Continuation of the Company. |
223,046,028 |
99.97 |
65,581 |
0.03 |
39,966 |
|
3. Redesignation of 2021 Shares. |
222,985,270 |
99.94 |
124,030 |
0.06 |
42,275 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution.
The full text of each resolution is detailed below:
1. THAT the draft amended and restated articles of incorporation in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification be and are hereby adopted as the articles of incorporation of the Company in substitution for, and to the exclusion of, the Company's existing articles of incorporation.
2. THAT the continuation of the Company's business as a registered closed-ended collective investment scheme be and is hereby approved.
3. THAT the 2021 Shares issued in the capital of the Company as at the date hereof be redesignated as ordinary shares of nil par value in the capital of the Company ("Ordinary Shares") having those rights and privileges as set out in the New Articles.
The full form of the amended and restated articles of incorporation will be available for inspection on the Company's website at www.fairoaksincome.com and on the FCA's National Storage Mechanism in due course.
LEI: 2138008KETEC1WM5YP90
Enquiries:
Fair Oaks Income Limited
Email: contact@fairoaksincome.com
Fair Oaks Capital Limited
Investor Relations
DDI: +44 (0) 20 3034 0400
Email: ir@fairoakscap.com
Apex Fund and Corporate Services (Guernsey) Limited
Email: fairoaksgrp@apexgroup.com
Deutsche Numis Securities Limited
Nathan Brown, Corporate Broking
DDI: +44 (0) 20 7260 1426
Email: n.brown@dbnumis.com
Panmure Liberum Capital Limited
Chris Clarke, Investment Banking
DDI: +44 (0) 20 3100 2190
Email: chris.clarke@panmureliberum.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 FOIF II LP and FOMC III LP) 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.