REG - Fair Oaks Income Ltd Fair Oaks Incm- FA17 - Result of EGM and Class Meeting

Fair Oaks IncomeAnnouncement

30/04/2026 14:30

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RNS Number : 6433C  Fair Oaks Income Limited  30 April 2026

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         211,050,268  94.97  11,185,663  5.03  82,831
 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).

 Ordinary Resolutions

 2.       THAT, conditional upon the passing of Resolutions 1 and 3 and           211,115,858  94.97  11,181,082  5.03  21,822
 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)

 3.       THAT, conditional upon the passing of Resolutions 1 and 2 and           210,723,325  94.84  11,468,601  5.16  126,836
 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)

 

 

*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           208,280,719  99.41  1,243,349  0.59  3,986
 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.

 

 

*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
(http://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 (mailto:contact@fairoaksincome.com)

Web: www.fairoaksincome.com (http://www.fairoaksincome.com)

 

Fair Oaks Capital Limited

Investor Relations

DDI: +44 (0) 20 3034 0400

Email: ir@fairoakscap.com (mailto:ir@fairoakscap.com)

 

Apex Fund and Corporate Services (Guernsey) Limited

Email: FairOaksCoSec@apexgroup.com (mailto:FairOaksCoSec@apexgroup.com)

 

Deutsche Numis Securities Limited

Nathan Brown, Corporate Broking

DDI: +44 (0) 20 7260 1426

Email: n.brown@dbnumis.com (mailto:n.brown@bdnumis.com)

 

Panmure Liberum Capital Limited

Chris Clarke, Investment Banking

DDI: +44 (0) 20 3100 2190

Email: chris.clarke@panmureliberum.com
(mailto: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.

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