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Fair Oaks Income Limited announced that all resolutions were passed on a poll at its Extraordinary General Meeting and Class Meeting held on 30 April 2026. Shareholders approved amendments to the Articles allowing the Directors to increase voting to 10 votes per Ordinary Share and make fractional rules, with 94.97% of votes "For." Additionally, shareholders approved the re-denomination of all Ordinary Shares in EUR on 30 April 2026 (94.97% "For") and the consolidation of Converted Ordinary Shares at a 1:10 ratio (94.84% "For").
| Date | 30 Apr 2026 |
| Time | 14:30:00 |
| Category | AGMs and other meetings |
| ID | 6433C |
30 April 2026
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 Extraordinary General Meeting
Fair Oaks Income Limited (the "Company") announces that, at the Extraordinary General Meeting of the Company held earlier today at 13:00 BST, 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. THAT, conditional upon the passing of Resolutions 2 and 3 and the special resolution of the ordinary shareholders at the separate Class Meeting, the Directors may make such arrangements to Amend Articles for fractional rules and increase voting to 10 votes per Ordinary Share until Realisation Shares are no longer in issue for Company (see Notice).
|
211,050,268 |
94.97 |
11,185,663 |
5.03 |
82,831 |
|
Ordinary Resolutions
|
|||||
|
2. THAT, conditional upon the passing of Resolutions 1 and 3 and the special resolution of the ordinary shareholders at the separate Class Meeting, all of the Ordinary Shares of no par value in issue in the share capital of the Company be re-denominated in EUR on 30 April 2026 (see Notice)
|
211,115,858 |
94.97 |
11,181,082 |
5.03 |
21,822 |
|
3. THAT, conditional upon the passing of Resolutions 1 and 2 and the special resolution of the ordinary shareholders at the separate Class Meeting, all the Converted Ordinary Shares in issue in the share capital of the Company on the Conversion Date be consolidated into Consolidated Ordinary Shares at a ratio of 1 Consolidated Ordinary Share for every 10 Converted Ordinary Shares in the capital of the Company (see Notice) |
210,723,325 |
94.84 |
11,468,601 |
5.16 |
126,836 |
*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 special resolution is detailed below:
1. THAT, conditional upon the passing of Resolutions 2 and 3 by the Shareholders of the Company (the "Shareholders") and the special resolution of the ordinary shareholders (the "Ordinary Shareholders") at the separate Class Meeting and pursuant to section 42(1) of the Companies Law the articles of incorporation of the Company (the "Articles") be amended by:
A. the insertion of a new article 8.5 as follows:
8.5 Subject to these Articles, the Directors may make such arrangements as they think fit and may deal in such manner as they think fit with fractional entitlements to Ordinary Shares, including, without prejudice to the generality of the foregoing, selling or redeeming any such shares representing such fractional entitlements and retaining the proceeds for the benefit of the Company; and
B. the amendment of article 8.4.2 to reflect that each holder of Ordinary Shares shall, on a poll, be entitled to cast 10 (ten) votes per Ordinary Share unless and until such date and time as there are no realisation shares (the "Realisation Shares") of no par value in issue in the capital of the Company and thereafter each holder of Ordinary Shares shall, on a poll, be entitled to cast one vote per Ordinary Share.
Result of Class Meeting
The Company further announces that, at the Class Meeting of the Company held earlier today at 13:15 BST, 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. THAT, conditional on the passing of Resolutions 1, 2 and 3 at the Extraordinary General Meeting of the Company as otherwise referenced in the Circular dated 10 April 2026 and the Notice of Extraordinary General Meeting, in accordance with section 342 of the Companies Law and Article 12 of the Articles, the rights attached to the Ordinary Shares shall be varied such that each holder of Ordinary Shares shall be entitled to cast, on a poll, 10 (ten) votes per Ordinary Share until such date and time as there are no Realisation Shares of no par value in issue of the capital of the Company (the "Realisation Shares") at which point, each holder of Ordinary Shares shall be entitled to cast, on a poll, 1 (one) vote per Ordinary Share. |
208,280,719 |
99.41 |
1,243,349 |
0.59 |
3,986 |
*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 special resolution is detailed in the above section of this announcement.
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: FairOaksCoSec@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 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.