REG-TwentyFour Income Fund: Launch of Offer for Subscription including RetailBook Offer

TwentyFour Income FundAnnouncement

01/10/2025 16:30

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT
INTENDED TO BE INVESTMENT ADVICE.

 

This announcement is an advertisement for the purposes of Rule 3.3 of the
Prospectus Regulation Rules of the Financial Conduct Authority (“FCA”)
made under section 73A of the Financial Services and Markets Act 2000, as
amended (“FSMA”) and is not a prospectus nor an offer of securities for
sale or subscription, nor a solicitation of an offer to acquire or subscribe
for securities, in any jurisdiction, including in or into the United States,
Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any
EEA member state or their respective territories or possessions, or to any US
Person (as defined in the Prospectus).

 

Investors should not purchase any shares referred to in this announcement
except solely on the basis of the information contained in the prospectus
approved by the FCA (together with any supplementary prospectus, if relevant,
the “Prospectus”), including the risk factors set out therein, published
by TwentyFour Income Fund Limited (the “Company” or “TFIF”) in
connection with an offer of new ordinary shares in the Company and (if any are
created) realisation shares in the Company (together the “Shares”) and
admission of such Shares to the Official List of the FCA in the Closed-Ended
Investment Funds category and to trading on the Main Market for listed
securities of the London Stock Exchange plc. A copy of the Prospectus
published by the Company is available for inspection on the Company’s
website at https://twentyfourincomefund.com/ (subject to certain access
restrictions) and on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

1 October 2025

 

TwentyFour Income Fund Limited

Launch of Offer for Subscription including RetailBook Offer

 
* TFIF announces the launch of an Offer for Subscription, including a retail
offer via RetailBook (https://www.retailbook.com/)
(the “RetailBook Offer”);
* Investors can take part in the RetailBook Offer through RetailBook's partner
network of retail brokers, wealth managers and investment platforms (subject
to such partners' participation and the terms and conditions of the RetailBook
Platform and the Offer for Subscription);
* It is expected that applications for Shares through these partners may be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs");
* The Offer for Subscription is available to both existing shareholders and
new investors;
* There is a minimum subscription of £1,000 per investor in the Offer for
Subscription (including the RetailBook Offer);
* Brokers wishing to offer their customers access to the RetailBook Offer and
future RetailBook transactions, should contact partners@retailbook.com;
* UK Investors that wish to receive alerts for future RetailBook transactions
should sign up here: https://www.retailbook.com/get-started.
 

The Offer for Subscription

TwentyFour Income Fund Limited (“TFIF” or the “Company”), the FTSE 250
listed investment company targeting less liquid, higher yielding UK and
European asset-backed securities (“ABS”), is pleased to announce the
launch of an Offer for Subscription, of which the RetailBook Offer forms part,
to investors resident and physically located in the United Kingdom via the
RetailBook Platform.

As announced earlier today, the Company has published a Prospectus (the
“Prospectus”) and an EGM circular (the “EGM Circular”) in connection
with a proposed Placing, the Offer for Subscription and an Open Offer of new
Ordinary Shares (the “Issue”). The Offer for Subscription forms part of
the Issue (as described in the Prospectus) which will enable the Company to
raise further equity capital in response to market demand.

The Offer for Subscription is being made on the basis outlined in the
Prospectus and the detailed terms and conditions of the Offer for
Subscription, including the Subscription Price payable by investors, are set
out in Parts 4 and 10 of the Prospectus.

 
Further information on TFIF and its business is set out in the Prospectus.
Copies of the Prospectus will be  available  at  the  registered 
office  of  the  Company,  on  the  Company’s  website at
https://twentyfourincomefund.com/, the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and from participating
retail brokers, wealth managers and investment platforms, subject to
applicable securities laws or regulations.

 

Expected Offer for Subscription Timetable

 

Launch of the Offer for Subscription                           
                           1 October 2025

 

Latest time and date for receipt of completed Offer for
Subscription Application Forms and payment in full under the 
Offer for Subscription and settlement of relevant 
CREST instructions (as appropriate)                           
                      11.00 a.m. on 16 October 2025


Results of the Offer for Subscription and Subscription Price 
announced through a Regulatory Information Service                 
      24 October 2025


Admission of the Ordinary Shares issued pursuant to the 
Offer for Subscription (and the Issue as a whole) to the
closed-ended investment funds category of the Official List
and dealings in such Ordinary Shares on the
London Stock Exchange's Main Market commence                     
       28 October 2025


 

Notes:

 

(1)                  References to times above and in the
Prospectus generally are to London times unless otherwise specified.

 

(2)                  All times and dates in the expected
timetable and in the Prospectus may be adjusted by the Company. Any changes to
the timetable will be notified via an RIS.

 

Accessing the Offer for Subscription via the RetailBook Offer

 

Investors can participate, via the RetailBook Platform, through RetailBook's
partner network of investment platforms, retail brokers and wealth managers,
subject to such partners' participation. Participating partners include:
* AJ Bell;
* Hargreaves Lansdown; and
* interactive investor
 

New investors may participate in the RetailBook Offer via Hargreaves Lansdown
by contacting the dealing desk on 0117 980 9800.

 

It is expected that applications for Shares under the RetailBook Offer through
participating partners may be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA,
SIPP or GIA should contact their investment platform, retail broker or wealth
manager for details of their terms and conditions, process and any relevant
fees or charges.

 

Brokers wishing to offer their customers access to the Offer for Subscription
(via the RetailBook Offer) and future RetailBook transactions, should contact
partners@retailbook.com. UK Investors that wish to receive alerts for future
RetailBook transactions should sign up here: https://www.retailbook.com/get-
started. (https://www.retailbook.com/get-started)

 

Eligibility for the Offer for Subscription

 

To be eligible to participate in the RetailBook Offer, applicants must be a
customer of a participating partner. Eligible retail investors wishing to
subscribe for the Shares should contact their investment platform, retail
broker or wealth manager to confirm if they are participating in the
RetailBook Offer. Some partners may only accept applications from existing
customers.

 

The Offer for Subscription is available to new and existing shareholders of
the Company. To be eligible to participate in the RetailBook Offer, applicants
must be a customer of a participating partner (an Intermediary).

 

Eligible investors wishing to subscribe for Shares should contact their
investment platform, retail broker or wealth manager to confirm if they are
participating in the RetailBook Offer.

 

Some partners may only accept applications from existing shareholders and/or
existing customers. There is a minimum subscription of £1,000 per investor.

Investors should also note that the Offer for Subscription will remain open
alongside a live share price and the market price of the shares may be less
than the Subscription Price.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Shares and investment in the
Company carries a number of risks. Investors should refer to the section of
the Prospectus entitled “Risk Factors” and take independent advice from a
person experienced in advising on investment in securities such as the Shares
if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.


This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of this announcement should be
read and understood.

 

Enquiries

 RetailBook Limited Mike Ward / James Deal  capitalmarkets@retailbook.com  
 JPES Partners, PR Adviser Charlotte Walsh  +44 (0)20 7520 7620            

 

Visit the Company’s website at www.twentyfourincomefund.com for more
information.

 

Important Notices

 

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, have been approved by Retail Book Limited
("RetailBook") solely for the purposes of section 21(2)(b) of FSMA.

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

 

This announcement is not for publication, distribution or release, in whole or
in part, directly or indirectly, in or into the United States. This
announcement is not an offer of securities for sale into the United States.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act") or
the securities laws of any states of the United States, and may not be offered
or sold in the United States, except pursuant to an applicable exemption from
the registration requirements under the Securities Act. The Company is not
registered under the United States Investment Company Act of 1940 (as amended)
(the “Investment Company Act”) and investors will not be entitled to the
benefits of such legislation. There has not been and there will be no public
offering of the Company's securities in the United States. No offer, purchase,
sale or transfer of the Shares may be made except under circumstances which
will not result in the Company being required to register as an investment
company under the Investment Company Act. A US Person that acquires Shares may
be required to sell or transfer these Shares to a person qualified to hold
Shares or forfeit Shares if the transfer is not made in a timely manner.

 

Neither the United States Securities and Exchange Commission (the “SEC”)
nor any securities regulatory authority of any state or other jurisdiction of
the United States has approved or disapproved of the Shares or passed upon the
adequacy or accuracy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

This announcement is not for publication, distribution or release, in whole or
in part, directly or indirectly, in or into Australia, Canada, Japan, New
Zealand the Republic of South Africa, to any EEA member state or their
respective territories or possessions, to any US Person (as such term is
defined in the Prospectus) or any other country outside of the United Kingdom
where such distribution may lead to a breach of any legal or regulatory
requirement (each a "Restricted Jurisdiction"). The Shares have not been, and
will not be, registered under the applicable securities laws of (and
clearances have not been, and will not be, obtained from the relevant
securities authorities or commissions of) any Restricted Jurisdiction. There
will be no public offer of the Shares or any other securities in any
Restricted Jurisdiction. The distribution of this announcement in or into (or
to persons or residents in, or citizens of) jurisdictions outside of the
United Kingdom may be restricted by law and persons into whose


possession this announcement comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the laws of the relevant jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited ("RetailBook") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (FRN 994238).

 

Any subscription for or purchase of Shares in the Offer for Subscription
(including the RetailBook Offer) should be made solely on the basis of
information contained in the Prospectus published by the Company in connection
with the Offer. The information in this announcement is subject to change.
Before subscribing for or purchasing any Shares, persons viewing this
announcement should ensure that they fully understand and accept the risks
which will be set out in the Prospectus. This announcement shall not
constitute, or form part of, any offer or invitation to sell, or any
solicitation of any offer to acquire, any Shares or any other securities, nor
shall it (or any part of it), or the fact of its distribution, form the basis
of, or be relied on in connection with, or act as any inducement to enter
into, any contract or commitment whatsoever.

 

This announcement may contain forward-looking statements, which relate, inter
alia, to the Company’s proposed strategy, plans and objectives.
Forward-looking statements are sometimes identified by the use of terminology
such as (but not limited to) "believes", "expects", "may", "will", "could",
"shall", "risk", "intends", "estimates", "aims", "plans", "predicts",
"continues", "assumes", "positions" or "anticipates" or the negatives thereof,
other variations thereon or comparable terminology. By its very nature, such
forward-looking information requires the Company to make assumptions that may
or may not materialise. Although the Directors consider that these assumptions
are reasonable, such forward- looking statements may involve known and unknown
risks, uncertainties, assumptions and other important factors beyond the
control of the Company that could cause the actual performance or achievements
of the Company to be materially different from such forward-looking
statements. Past performance is not a reliable indicator of future results
and, in particular, past performance of the Company cannot be relied upon as a
guide to future performance. Forward-looking statements speak only as of the
date they are made. Accordingly, you should not rely on any forward-looking
statements and the Company and RetailBook expressly disclaim any obligation to
disseminate any updates or revisions to such forward-looking statements. No
statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that earnings per share for the current or future financial periods would
necessarily match or exceed historical published earnings per share. As a
result, you are cautioned not to place any undue reliance on such
forward-looking statements. Neither the Company nor anyone else is under any
obligation to update or keep current the information contained in this
announcement.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Shares to be issued or sold pursuant to the Offer for Subscription will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

Information to Distributors Solely for the purposes of the product governance
requirements contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of the
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local
implementing measures; and/or (d) (where applicable to UK investors or UK
firms) the relevant provisions of the UK MiFID Laws (including the FCA's
Product Intervention and Governance Sourcebook (PROD) (together the "MiFID II
Product Governance Requirements")), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto,


the Shares have been subject to a product approval process, which has
determined that such Shares are: (i) compatible with an end target market of
professionally advised retail investors who do not need a guaranteed income or
capital protection, who (in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II or the UK MiFID Laws
(as applicable) and who do not need a guaranteed income or capital protection;
and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II or the UK MiFID Laws, as applicable (the "Target Market
Assessment").

Any person subsequently offering, selling or recommending the securities (a
"distributor") should take into consideration the manufacturer's target market
assessment; however, a distributor subject to the UK MiFID Laws or MiFID II
(as applicable) is responsible for undertaking its own target market
assessment in respect of the Shares (by either adopting or refining the
manufacturer's Target Market Assessment) and determining appropriate
distribution channels.

Distributors should note that: the price of the Shares may decline and
investors could lose all or part of their investment; the Shares offer no
guaranteed income and no capital protection; and an investment in the Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Issue including, without limitation, those set
out in the Prospectus.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or the UK MiFID laws (as applicable); or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Shares.

 

 

END



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