Result of Elections

19 April 2021

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 Elections

Background

On 29 March 2021, the Company announced the publication of a prospectus and circular in relation to a Reorganisation Proposal (the "Reorganisation") and Placing Programme Proposal.

The purpose of the Reorganisation was to allow those Shareholders who wished to extend the life of their investment in the Company beyond the planned end date of Master Fund II, to be able to do so by having their 2017 Shares re-designated as 2021 Shares, with such 2021 Shares investing in a new master fund, Master Fund III, which will have a planned end date of 12 June 2028 and an investment objective and policy substantially similar to that of Master Fund II. Shareholders who did not wish to extend the life of their investment to participate in Master Fund III were able to make an express election to have their existing 2017 Shares re-designated as Realisation Shares, which will continue to participate solely in Master Fund II.

Results of Elections

The Company announces that 62,562,883 2017 Shares have been elected for re-designation as Realisation Shares at the Effective Date, representing 13.4% of the 2017 Shares currently in issue.

Consequently, 405,815,477 2017 Shares will be re-designated as 2021 Shares, representing the balance of 86.6% of the 2017  Shares currently in issue (including 650,000 shares held in Treasury). Based on the above election results and the 2017  Share price as at close of business on 16 April 2021, the 2021 Share class would have an opening market capitalisation of approximately US$266 million.     

Proposed Admission to Trading

Application will be made to the London Stock Exchange for 405,815,477 2021 Shares and 62,562,883 Realisation Shares to be admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange. The Company expects Admission to become effective at 8 a.m. on 22 April 2021.

The dealing codes for the 2021 Shares and Realisation Shares are as follows;

2021 Share ISIN:                                   GG00BNNLWT35
2021 Share SEDOL:                              BNNLWT3
2021 TIDM:                                            FAIR

Realisation Share ISIN:                          GG00BF00L342

Realisation Share SEDOL:                     BF00L34
Realisation Share TIDM:                        FA17

Enquiries

Expected Timetable

Notes:

Each of the times and dates set out above is subject to change. References to a time of day are to London time. Any material changes to the timetable will be notified by publication of a notice through a regulatory information service.

Capitalised terms used in this announcement shall, unless otherwise defined, bear the same meaning as in the Circular posted to Shareholders on 29 March 2021.

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 Company will continue as a feeder fund and will pursue its investment objective and policies by investing directly in Master Fund II and Master Fund III (with those assets of the Company attributable to the Realisation Shares being invested in Master Fund II and with those assets of the Company attributable to the 2021 Shares and C Shares being invested in Master Fund III).

The investment policy of the Company is to invest (either directly and/or indirectly through Master Fund II and/or Master Fund III) in US, UK and European CLOs or other vehicles and structures which provide exposure to portfolios consisting primarily of US, UK and European floating-rate senior secured loans and which may include non-recourse financing.