REG - Fair Oaks Income Ltd Fair Oaks Incm- FA17 Fair Oaks Income2014 - Circular Publication & Shareholder Meeting Notices

Fair Oaks IncomeAnnouncement

13/10/2025 07:00

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RNS Number : 9651C  Fair Oaks Income Limited  13 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

13 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)

 

PUBLICATION OF CIRCULAR AND NOTICES OF SHAREHOLDER MEETINGS

 

Introduction

Further to the announcement on 30 September 2025 regarding the Board's
intention to propose amended liquidity provisions (the "Liquidity Measures"),
the Company announces that it has today published a circular (the "Circular")
setting out recommended proposals to implement these provisions, including
amendments to the Company's articles of incorporation and a resolution for the
continuation of the Company as currently constituted.

The Circular contains notices convening the two shareholder meetings to be
held on 31 October 2025.

Overview of the Proposals

 

In summary, the Proposals provide for:

·   Liquidity Measures - 2021 Shareholders will be offered the
opportunity, every four years (or more frequently), to realise up to an
aggregate of 20% of their 2021 Shares at the then-prevailing net asset value,
less associated costs.

·   Continuation Resolution - The Board proposes to remove the
continuation provisions in the Existing Articles, whereby a continuation
resolution is scheduled to take place in 2028, and instead provide
Shareholders with the opportunity to vote on the continuation of the Company
during the Extraordinary General Meeting.

·   Exchange Opportunity - Qualified Shareholders that do not wish to
extend their investment in the Company will be offered an exchange opportunity
to request for their 2021 Shares to be redeemed for a direct holding of
limited partnership interests in Master Fund III.

 

Benefits associated with the Proposals

The Directors consider that the Proposals will offer the following benefits to
Shareholders:

·    more cost-effective method of providing periodic liquidity
opportunities, without the need for a less liquid, long-maturity realisation
share class;

·     enhanced optionality when considering new portfolio investments,
with the ability to call, refinance or reset without the current maturity
constraints; and

·   continued benefit of discount control measures, in addition to the
liquidity option and continuation vote provisions, through the continuation of
the Company's share buyback programme and the Investment Adviser's commitment
to re-invest 25% of its fees if the share price trades at a discount to the
Net Asset Value.

 

Additional information regarding the Proposals is set out below. Shareholders
should read the whole of the Circular and, in particular, the letter from the
Chair, which contains the recommendation from the Board that Shareholders vote
in favour of the Resolutions to be proposed at the EGM, and Part 2 of the
Circular which details the principal amendments to the Existing Articles.

A copy of the Circular (incorporating the Notices of Class Meeting and
Extraordinary General Meeting) will be available for inspection on the
Company's website at www.fairoaksincome.com (http://www.fairoaksincome.com)
and on the National Storage Mechanism from the date of the Circular.

 

Capitalised terms used in this announcement shall have the same meanings given
to them in the Circular unless otherwise defined herein.

 

Expected Timetable

 Publication of this Circular and the Notices of the Meetings                  13 October 2025
 Latest time and date for receipt of blue Forms of Proxy for use at the Class  10.00 a.m. on 29 October 2025
 Meeting
 Latest time and date for receipt of white Forms of Proxy for use at the       10.15 a.m. on 29 October 2025
 Extraordinary General Meeting

 Class Meeting                                                                 10.00 a.m. on 31 October 2025
 Extraordinary General Meeting                                                 10.15 a.m. on 31 October 2025
 Results of the Meetings announced                                             31 October 2025

Notes:

(i)            The times and dates set out in the timetable above
and mentioned throughout this Circular are indicative only and may be adjusted
by the Company without further notice. Any changes will be notified to
Shareholders through an RIS.

(ii)           References to times in this Circular are to Guernsey
time unless otherwise stated.

 

 

LEI: 2138008KETEC1WM5YP90

 

For further information:

 

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: fairoaksgrp@apexgroup.com (mailto:fairoaksgrp@apexgroup.com)

 

Deutsche Numis

Nathan Brown, Investment Banking

DDI: +44 (0) 20 7547 0569

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

 

Panmure Liberum

Chris Clarke, Investment Banking

DDI: +44 (0) 20 3100 2190

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

 

ADDITIONAL INFORMATION

 

PART 1 - LETTER FROM THE CHAIR

 

1               Introduction

On 30 September 2025, the Board announced, following extensive engagement with
2021 Shareholders, its intention to propose amended liquidity provisions (the
"Liquidity Measures") in respect of the 2021 Shares, alongside the proposed
extension of the life of FOMC III LP ("Master Fund III"), through which the
Company invests.

Master Fund III was established in 2021 to allow shareholders of the Company
to continue their investment in the Company following the end of FOIF II LP's
("Master Fund II") commitment period. Those shareholders who did not wish to
extend the life of their investment in the Company by participating in Master
Fund III elected to have their Shares redesignated as Realisation Shares,
which continued to participate solely in Master Fund II. A similar
reorganisation process also took place in 2017.

As Master Fund III approached the end of its commitment period, the Company
undertook an extensive shareholder consultation exercise and the Board was
very encouraged by Shareholders' continued commitment to the Company's
investment proposition. The Board requested that Fair Oaks Capital Limited
(the "Investment Adviser") advise as to the appropriate structure for the
Company going forward in the context of this Shareholder support and the
status of the CLO (collateralised loan obligation) market.

The Investment Adviser's analysis highlighted that the CLO market has evolved
considerably since the Company's launch, and the Board and Investment Adviser
believe that the evolution of the CLO market over the past few years would
make an evergreen structure the optimal framework for Master Fund III. With
CLO investments having become longer term structures, often being reset and
extended ("reset"), the Investment Adviser believes that this has transformed
CLO equity investing from a finite life strategy into one where extending the
life of seasoned portfolios is both cost-efficient and value-accretive. Under
the current fixed-life Master Fund III model, investors would be constrained
by fund maturities, portfolio transfers, and the recurring costs of
establishing new share classes. By contrast, the Investment Adviser believes
that an evergreen structure would allow Master Fund III to enhance returns, by
(i) having the ability to fully use resets, (ii) avoiding the premature
liquidation of attractive portfolios, (iii) avoiding the bid/offer costs of
liquidating/acquiring portfolios and (iv) benefitting from lower fees from
underwriting banks and other service providers. The Board and the Investment
Adviser believe that this flexibility has the potential to enhance returns for
Master Fund III, and that it would directly align with current market
developments and should position Master Fund III (and accordingly, the
Company) to maximise opportunities from the growing reset activity in CLOs.

Therefore, instead of establishing a new fixed maturity master fund and
creating another (relatively illiquid) realisation share class, the Board
proposes to consent to an amendment of the terms of Master Fund III such that
Master Fund III will become an evergreen structure which is more suited to the
Investment Adviser's assessment of the prevailing CLO market, subject to
Shareholder approval of the Proposals as set out below.

The purpose of this document is to provide Shareholders with details of the
proposals to (i) amend the Existing Articles, (ii) vote on the 2025
Continuation Resolution and (iii) approve the redesignation of the 2021 Shares
as ordinary shares of nil par value in the capital of the Company ("Ordinary
Shares") (the "Proposals"), to convene the Meetings for the purpose of seeking
the required Shareholder approvals, and to set out the reasons why the
Directors are recommending that Shareholders vote in favour of the Proposals
at the Meetings.

2               Proposals

Pursuant to the Liquidity Measures, the Board proposes to provide 2021
Shareholders with an opportunity, every four years (or more frequently), to
realise up to an aggregate of 20 per cent. of the outstanding 2021 Shares in
issue at the time at the then-prevailing net asset value (less associated
costs).

Should the Proposals be approved by Shareholders, the Company will also
consent to amend the terms of Master Fund III's current limited partnership
agreement to (i) change it to an evergreen structure, (ii) change the name of
Master Fund III from FOMC III LP to FOMC LP and (iii) remove the current
restrictions around investing in derivatives, as shall be more particularly
prescribed under an amended and restated limited partnership agreement.  If
adopted, such amended and restated limited partnership agreement will also
provide Fair Oaks Income Fund (GP) Limited, as the general partner of Master
Fund III, the ability to offer the Company (in its capacity as a limited
partner of Master Fund III) an equivalent liquidity opportunity to redeem up
to 20 per cent. of its then-current limited partnership interests every four
years (or more frequently).  As a consequence of Master Fund III becoming an
evergreen structure, Master Fund III will cease to charge carried interest and
will instead charge an annual performance fee (subject to a high water mark)
on equivalent economic terms (i.e. in that the fee rate and hurdle will remain
the same).

The Board also proposes, in light of the proposed Liquidity Measures, to
remove the continuation provisions contained in article 46 of the Existing
Articles, whereby a continuation resolution is currently scheduled to take
place on or before 12 June 2028 (the "2028 Continuation Resolution"). The
Board instead believes that Shareholders should be given an opportunity to
vote now on a resolution proposing that the Company continues as a registered
closed-ended collective investment scheme (the "2025 Continuation Resolution")
and therefore will propose the 2025 Continuation Resolution during the
Extraordinary General Meeting. Additionally, the Board is committed to
consulting Shareholders on the proposal of further continuation resolutions in
the future in the event that the number of 2021 Shareholders electing to
exercise each realisation opportunity is significantly in excess of the 20 per
cent. realisation limit.

Further, if any Shareholder with a holding of at least 15 million 2021 Shares
(a "Qualified Shareholder") does not wish to extend its investment in the
Company, the Company intends to offer such Qualified Shareholders an upfront
one-off exchange opportunity (the "Exchange Opportunity"), under which they
may elect to request for their 2021 Shares to be redeemed for in specie
consideration in full (or in part, provided that the partial
redemption/exchange request is in respect of at least 15 million 2021 Shares),
where such Qualified Shareholder will receive a direct holding of limited
partnership interests in Master Fund III.  The Exchange Opportunity is
subject to  such Qualified Shareholder having been determined by the general
partner of Master Fund III (in its discretion) to have satisfied the
requirements relating to its admission as a limited partner, including,
without limitation, know-your-client and anti-money laundering onboarding,
investor suitability checks, adherence to the terms of Master Fund III's
amended and restated limited partnership agreement and any other legal or
regulatory requirements, and further provided that the Company is satisfied
that the election does not constitute a breach of any relevant securities
legislation in any jurisdiction. Further details of the Exchange Opportunity
are expected to be announced shortly after the Meetings, subject to the
Proposals being approved by Shareholders at the Meetings.

No changes are proposed to the Company's dividend or share buyback policies,
nor to the Investment Adviser's commitment to re-invest 25 per cent. of its
fees into 2021 Shares if the Shares are trading at a discount to the Net Asset
Value.

Finally, it is proposed that the Shareholders approve by way of ordinary
resolution the change of name of the 2021 Shares (currently defined in the
Existing Articles as the ordinary shares of nil par value in the capital of
the Company) and redesignating the 2021 Shares as ordinary shares of nil par
value in the capital of the Company (the "Ordinary Shares") (the
"Redesignation" and the "Redesignation Ordinary Resolution"). Should the
Proposals be approved by Shareholders, it is expected that the name of Master
Fund III will change from FOMC III LP to FOMC LP at the same time as when
Master Fund III's amended and restated limited partnership agreement is
adopted.

To allow for (i) the Liquidity Measures, (ii) the removal of the 2028
Continuation Vote from the Existing Articles, (iii) the Exchange Opportunity
and (iv) the Redesignation, certain amendments are required to be made to the
Existing Articles.

3             Summary of the proposed changes to the Existing
Articles

Set out below is a summary of the principal amendments to the Existing
Articles. This summary is intended only to highlight the principal amendments
which the Directors consider are likely to be of interest to Shareholders. It
is not intended to be exhaustive and should not be relied upon to identify all
amendments or issues which may be of interest to Shareholders. Therefore, this
summary is not a substitute for Shareholders' reviewing the full terms of the
New Articles for themselves.

·     A new article 9.4.1 shall be inserted providing the Board with the
ability and discretion to offer a redemption opportunity to the 2021
Shareholders from time to time whereby 2021 Shareholders may elect to redeem
up to an aggregate of 20 per cent. of the 2021 Shares in issue at that time at
the then-prevailing net asset value of the 2021 Shares less associated
costs.  As noted above, the Company's expectation and intention is that the
2021 Shareholders will be offered such realisation opportunity every four
years (or more frequently).

·    A new article 9.4.2 shall be inserted providing the Board with the
ability to offer Shareholders with an opportunity to elect to have their
Shares in the relevant Share class redeemed in consideration for the in specie
transfer to them of assets of the Company as will be notified to such
Shareholders at the time of any such offer.

·     Article 46 of the Existing Articles shall be removed in its
entirety.

·     Subject to the successful passing of the Redesignation Ordinary
Resolution (as defined above), references to "2021 Shares" in the Existing
Articles shall be replaced with references to "Ordinary Shares" in the New
Articles.

Your attention is drawn to Part 2 of this document, which sets out the
principal amendments proposed in the New Articles. The full form of the
proposed New Articles (in the form of a comparison document showing the
changes between the proposed New Articles and the Existing Articles) will be
available for inspection on the Company's website at www.fairoaksincome.com,
on the FCA's National Storage Mechanism and at the Meetings for at least 15
minutes before and during the Meetings.

4             2025 Continuation Resolution

As noted earlier, it is proposed that the existing provisions regarding the
continuation of the Company as set out under article 46 of the Existing
Articles will be removed and that the 2025 Continuation Resolution will
instead be proposed as an ordinary resolution at the Extraordinary General
Meeting. The 2025 Continuation Resolution is conditional on the passing of
Resolution 1 at the Extraordinary General Meeting to approve the amendments to
the Existing Articles and the adoption of the New Articles.

If the 2025 Continuation Resolution is not passed, then the Directors shall
draw up proposals for the Company, including but not limited to alternative
liquidity provisions, for submission to Shareholders as a special resolution
at an extraordinary general meeting to be convened by the Board within ninety
(90) days on the date on which the 2025 Continuation Resolution was not
passed.

5             Benefits associated with the Proposals

The Directors consider that the Proposals will offer the following benefits to
Shareholders:

·    a more cost-effective method of providing periodic liquidity
opportunities, without the need to launch and administer an additional master
fund and listed realisation share class;

·     the introduction of a periodic liquidity option available to all
holders of 2021 Shares, without the need for a less liquid, long-maturity
share class;

·    a structure that will allow for enhanced optionality when
considering new portfolio investments, with the ability to call, refinance or
reset without the current maturity constraints. This could also include the
ability to act as a risk-retention holder in CLO  structures; and

·     the continued benefit of discount control measures, in addition to
the liquidity option and continuation vote provisions, through the
continuation of the Company's share buyback programme and the Investment
Adviser's commitment to re-invest 25 per cent. of its fees if the share price
trades at a discount to the Net Asset Value.

6             Considerations associated with the Proposals

Shareholders should have regard to the following when considering the
Proposals:

·    if Shareholders do not approve the amendments to the Articles at the
Meetings, the 2025 Continuation Resolution will not be proposed;

·      the offerings of the Exchange Opportunity and the Liquidity
Measures are subject to the Resolutions being approved by Shareholders at the
Meetings;

·     whilst it is the expectation of the Board (and the Board has every
intention) to offer the Liquidity Measures to 2021 Shareholders every four
years (or more frequently) as mentioned in this document (subject to the
Resolutions being approved by Shareholders at the Meetings), the ability of
the Company to offer each such realisation opportunity to 2021 Shareholders is
dependent upon the general partner of Master Fund III providing the Company an
equivalent liquidity opportunity at Master Fund III-level. Whilst the Company
fully expects that it will be provided equivalent liquidity opportunities by
Master Fund III every four years (or more frequently), the occurrence and/or
exact timing of each such opportunity cannot be absolutely guaranteed; and

·     Shareholders who are unsure about the tax consequence of the
Exchange Opportunity should consult their own professional tax advisers
without delay.

7             Class Meeting and the Extraordinary General Meeting

The Directors are convening the Extraordinary General Meeting to seek the
approval of Shareholders for the Proposals. The Extraordinary General Meeting
will be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL
on 31 October 2025 at 10.15 a.m., at which the following Resolutions will be
put to Shareholders to:

·     Resolution 1: as a special resolution of the Company, to adopt the
New Articles, as described in paragraph 3 of this Part 1;

·     Resolution 2: as an ordinary resolution of the Company, to approve
the 2025 Continuation Resolution; and

·   Resolution 3: as an ordinary resolution of the Company, to change the
name of the 2021 Shares and redesignate them in the New Articles as Ordinary
Shares of the Company.

Notice of the Extraordinary General Meeting is set out at the end of this
document, at which the Resolutions will be proposed. The full text of the
Resolutions is set out in the notice of the Extraordinary General Meeting at
the end of this document.

Resolution 1 will be proposed as a special resolution, and Resolutions 2 and 3
will be proposed as  ordinary resolutions.

A special resolution requires a majority of at least 75 per cent. of the votes
cast by members entitled to vote and present in person or by proxy to be cast
in favour in order for it to be passed.

An ordinary resolution requires a simple majority of the votes cast by members
entitled to vote and present in person or by proxy to be cast in favour in
order for it to be passed.

Resolutions 2 and 3 are conditional upon the passing of Resolution 1. If
Resolution 1 is not passed, Resolutions 2 and 3 will not be proposed.

In order to ensure that a quorum is present at the Extraordinary General
Meeting, it is necessary for at least two Shareholders entitled to vote to be
present, whether in person or by proxy (or, if a corporation, by a
representative).

Resolution 1 will result in the varying of the rights of the 2021 Shares and
the Realisation Shares. Under the Existing Articles, the rights of a class or
group of shares in the Company may only be varied with the sanction of a
special resolution passed at a separate meeting of the holders of such class
or group of shares (or with the consent in writing from such holders of at
least 75 per cent. in value of the issued shares of that class). Currently,
the Company has two classes of shares in issue, being the 2021 Shares and the
Realisation Shares. Therefore, the Class Meeting will be held at 1 Royal
Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL on 31 October 2025 at
10.00 a.m., at which the holders of the 2021 Shares and the holders of the
Realisation Shares respectively will be asked to consent to the passing of
Resolution 1 to be proposed at the Extraordinary General Meeting and any
variation of their class rights which might arise under or as a result of the
passing and carrying into effect of such Resolution. Notice of the Class
Meeting is set out at the end of this document.

8             Action to be taken in respect of the Meetings

Forms of proxy for Shareholders are enclosed as follows:

·    for the 2021 Shareholders and the Realisation Shareholders to vote
at the Class Meeting, a blue form of proxy; and

·      for all eligible, voting Shareholders to vote at the
Extraordinary General Meeting, a white form of proxy.

Please submit your vote by proxy electronically using MUFG Corporate Markets'
Investor Centre app or by accessing the web browser at
https://uk.investorcentre.mpms.mufg.com/
(https://uk.investorcentre.mpms.mufg.com/) or in hard copy form. In order to
be valid, proxy appointments must be submitted using the Investor Centre or in
hard copy form to MUFG Corporate Markets at PXS 1, Central Square, 29
Wellington Street, Leeds LS1 4DL, in each case, by no later than 10.00 a.m. on
29 October 2025 in respect of the Class Meeting, 10.15 a.m. on 29 October 2025
in respect of the Extraordinary General Meeting, or 48 hours before any
adjourned meeting.

If you hold your Shares in uncertificated form (i.e. in CREST), you may
appoint a proxy for the Extraordinary General Meeting by completing and
transmitting a CREST Proxy Instruction in accordance with the procedures set
out in the CREST Manual issued by Euroclear so that it is received by the
Registrar (under CREST Participation ID RA10) by no later than 10.00 a.m. on
29 October 2025 in respect of the Class Meeting or 10.15 a.m. on 29 October
2025 in respect of the Extraordinary General Meeting. The time of receipt will
be taken to be the time from which the Registrar is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST.

If you are an institutional investor, you may also be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed
upon by the Company and approved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io (http://www.proxymity.io) .

Shareholders are strongly urged to appoint the Chairman of the relevant
Meeting as their proxy to vote on their behalf. If you appoint someone else
(other than the Chairman of the relevant Meeting) to be your proxy, this may
result in your vote not being counted if your proxy is unable to attend the
relevant Meeting.

The appointment of a proxy will not prevent Shareholders from attending the
Meetings and voting in person should they so wish.

Shareholders are invited to direct any questions to the Company Secretary by
emailing fairoaksgrp@apexgroup.com (mailto:fairoaksgrp@apexgroup.com) .

9             Recommendation

The Board considers that the Proposals are in the best interests of the
Company and its Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of the Resolutions to be proposed
at the relevant Class Meeting and the Extraordinary General Meeting.

PART 2 - EXTRACT OF THE PRINCIPAL AMENDMENTS IN THE NEW ARTICLES

 

The following article shall be inserted:

"9.4 Subject at all times to the provisions of the Law and these Articles and
at the sole discretion of the Directors the Company may:

9.4.1 from time to time offer holders of Ordinary Shares (the "Ordinary
Shareholders") the opportunity to redeem in aggregate up to 20 per cent. of
the Ordinary Shares at the prevailing net asset value of the Ordinary Shares
(less any associated costs) calculated at the time of any such redemption
("Liquidity Redemption");

9.4.2 offer certain holders of shares the opportunity to redeem their shares
in specie in consideration for the in specie transfer to them of assets of the
Company as will be notified to such holders at the time of any such offer."

The following article shall be removed in its entirety:

"46. CONTINUATION VOTE

The Company shall convene an extraordinary general meeting in 2028 but on or
before 12 June 2028 to propose to the Members as an Ordinary Resolution that
the Company continues as a registered closed-ended collective investment
scheme (the "Continuation Resolution"). If a Continuation Resolution is passed
by the Members, a further Continuation Resolution will be proposed on the
nearest Business Day falling every 2 years thereafter at an extraordinary
general meeting to be convened by the Board in accordance with these Articles
and the Law until such Continuation Resolution is not passed. If a
Continuation Resolution is not passed, the Board shall draw up proposals for
the winding-up of the Company for submission to the Members as a Special
Resolution at an extraordinary general meeting to be convened by the Board in
accordance with these Articles and the Law for a date not more than ninety
(90) days after the date of the extraordinary general meeting at which such
Continuation Resolution was not passed."

 

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