REG-TwentyFour Income Fund: Placing, Offer for Subscription and Open Offer
01/10/2025 16:15
THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS 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 OR TO US PERSONS
This announcement is an advertisement and does not constitute a prospectus and
investors must subscribe for or purchase any shares referred to in this
announcement only on the basis of information contained in the prospectus
published by TwentyFour Income Fund (the "Prospectus"), and not in reliance on
this announcement.
A copy of the Prospectus is, subject to certain access restrictions, available
for inspection as detailed in the announcement below. This announcement does
not constitute, and may not be construed as, an offer to sell or an invitation
to purchase, investments of any description, or a recommendation regarding the
issue or the provision of investment advice by any party.
1 October 2025
TwentyFour Income Fund Limited
Placing, Offer for Subscription and Open Offer
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”), announces the publication of a
Prospectus (the “Prospectus”) and an EGM circular (the “EGM Circular”)
in connection with the proposed Placing, Offer for Subscription and Open Offer
of new Ordinary Shares (the “Issue”) to enable the Company to raise
further equity capital in response to market demand.
The Issue will be priced at up to a 2 per cent. premium to the Company’s NAV
at the Pricing NAV Determination Date (21 October 2025). The Open Offer is on
the basis of 1 new Ordinary Share for every 5 Existing Ordinary Shares held on
the Record Date.
Background and reasons for publication of the Prospectus
The Company was incorporated on 11 January 2013 and launched on 6 March 2013
with an investment objective of generating attractive, risk-adjusted returns,
principally through income distributions. TwentyFour Asset Management LLP
(“TwentyFour” or the “Portfolio Manager”) is the Company’s Portfolio
Manager.
The Board is launching the Issue in response to ongoing demand and due to the
Board and Portfolio Manager believing that there is a significant opportunity
to deploy additional funds with favourable returns given prevailing market
conditions.
The Prospectus also contains details of the 2025 Realisation Opportunity and
the redesignation of Ordinary Shares as Realisation Shares that may occur in
connection therewith should Shareholders so elect, as well as introducing
certain clarificatory revisions to the Company’s target total return.
In addition, the Prospectus contains details of certain proposed amendments to
the Company's investment policy. The Company will seek the approval of
Shareholders for these changes to its investment policy and for the
disapplication of pre-emption rights necessary to conduct the Issue at the
2025 EGM.
The Company’s Existing Ordinary Shares are admitted to the closed-ended
investment funds category of the Official List and to trading on the London
Stock Exchange's Main Market. As at 29 September 2025, being the latest
practicable date prior to the publication of the Prospectus, the Company had
774,786,661 Ordinary Shares in issue (excluding treasury shares) 1 (#_ftn1).
Commenting on the Issue, Bronwyn Curtis, Chair of the Company said:
“TFIF has continued to deliver on its investment objectives for shareholders
and consistently beaten its target dividend since inception. Its track record
is testament to the expertise of the Company’s Portfolio Manager.”
“Further to the growth of the asset class, as outlined in the prospectus
published today, the Company’s Portfolio Manager sees significant investment
opportunities in the ABS sector, both within its existing investment remit and
beyond. The Board is supportive of the Portfolio Manager’s investment
approach and its ability to continue to deliver attractive risk-adjusted
returns.”
Aza Teeuwen, Partner and Portfolio Manager at TwentyFour said:
“The growth of the ABS market, with increased issuance as banks have
returned to traditional forms of funding, has improved the investment universe
in our core markets of the UK and Europe and presented additional
opportunities globally.”
“Notwithstanding market developments, our strategy remains focused on
investing in secured assets, working with established lenders with long-term
track records. We continue to value liquidity and flexibility in our
portfolios, with the aim of delivering consistent and attractive returns.”
Current trading and prospects
Since its IPO in 2013, the Company has delivered strong performance for
Shareholders, through both NAV total return and income return to Shareholders
via dividend payments:
* the NAV total return of the Company from launch to close of business on 26
September 2025, being the latest practicable date prior to the publication of
the Prospectus, was 167 per cent., or 8.1 per cent. per annum, which compares
favourably with the Company's historic target annual total return of 6 to 9
per cent. per annum. This target return is to be revised as described in the
Prospectus;
* the income return to Shareholders has been ahead of the Company's targets at
launch. The IPO Prospectus stated a Dividend Target of at least 5 pence per
Ordinary Share in respect of the period to 31 March 2014 and a Dividend Target
of at least 6 pence per Ordinary Share thereafter. The Dividend Target was
raised to 7p per Ordinary Share in respect of and from the quarter ended 30
September 2022 and increased further to 8p per Ordinary Share in respect of
and from the quarter ended 31 March 2023 2 (#_ftn2). The Company met these
targets by paying dividends of 6.38 pence per Ordinary Share in respect of the
period from incorporation on 11 January 2013 to 31 March 2014, 6.65 pence per
Ordinary Share in respect of the year ending 31 March 2015, 7.14 pence per
Ordinary Share in respect of the year ending 31 March 2016, 6.99 pence per
Ordinary Share in respect of the year ending 31 March 2017, 7.23 pence per
Ordinary Share in respect of the year ending 31 March 2018, 6.45 pence per
Ordinary Share in respect of the year ending 31 March 2019, 6.40 pence per
Ordinary Share in respect of the year ending 31 March 2020, 6.41 pence per
Ordinary Share in respect of the year ending 31 March 2021, 6.77 pence per
Ordinary Share in respect of the year ending 31 March 2022, 9.46 pence per
Ordinary Share in respect of the year ending 31 March 2023, 9.96 pence per
Ordinary Share in respect of the year ending 31 March 2024, and 11.07 pence
per Ordinary Share in respect of the year ending 31 March 2025;
* the Ordinary Shares have predominantly traded at a premium or at a small
discount to Net Asset Value since launch (the Company's average premium since
launch being 1.12 per cent.), reflecting net demand in the market from a broad
range of existing and new investors. The average premium to NAV was 1.70 per
cent. in the three months leading up to 26 September 2025; and
* since its IPO in 2013, the Company has grown significantly in size from an
initial market capitalisation of approximately £150 million, to a FTSE 250
company with a market capitalisation of approximately £882 million as at 29
September 2025. The Company’s performance and prospects have been reflected
in demand for new issuance in recent periods, with the Company having issued
26.95 million new Ordinary Shares in aggregate in the calendar year-to-date.
The 2025 calendar year to date has represented another strong period for
global risk assets, as central banks have continued on a rate-cutting cycle
and demand for such assets proved resilient. The backdrop, however, was not
smooth, as escalating geopolitical tensions stirred investors, with market
sentiment being driven by a number of events, including but not limited to,
the war in Ukraine, tensions in the Middle East, import tariffs and a
resulting possible China-US trade war. This has led to more volatility in
credit and rates markets, and while ABS have not been immune to this, they
have outperformed most parts of the fixed income market, not least due to the
floating rate nature of these asset classes. The Company believes that UK and
European ABS and RMBS, as well as global CLOs and Australian RMBS, continue to
offer attractive, risk-adjusted returns and sees current market conditions as
an excellent opportunity to continue to add value for Shareholders at
attractive yields.
Fundamental performance has remained solid for the majority of transactions in
the European ABS market, with lower rates, positive wage growth and increasing
house prices offsetting the negative effects of higher living costs and
weakening labour markets. Ratings and underlying asset performance were
generally strong, remaining well within investor tolerance, with
record-breaking issuance levels for ABS. While overall performance has
remained stable, there is an increasing level of divergence between prime or
bank lenders compared to non-prime borrowers, especially in auto and consumer
loans. Although the non-prime market in Europe is relatively small, it is
notable that non-prime borrowers have shown to be more sensitive to an
economic slowdown. The Company has continued to focus on larger lenders with
long track records, where the increase in arrears has remained well within
base case expectations and where liquidity has generally been best.
The Company has in recent periods continued to favour European CLOs, where
fundamental performance has been better than expected, with relatively low
levels of corporate defaults and a high level of loan refinancings, which has
helped push the maturity profile of the European leveraged loan market out to
2028-2032. The Company currently sees the best relative value in European CLOs
and has the majority of its European exposure in BB and B rated bonds.
Following a period of relatively high interest rates, the Federal Reserve
("Fed"), Bank of England ("BoE") and European Central Bank ("ECB") have
started cutting interest rates as inflation moved closer to their target
levels. The ECB has cut the ECB Deposit rate from 4 per cent. to 2 per cent.
which has positively increased the interest coverage ratio for European
borrowers in the leverage loan market, the collateral for CLOs.
Key interest rates set by the BoE and the Fed are expected to remain elevated
as both central banks are focussed on inflation levels which, due to the
tariffs proposed or imposed by President Trump and any counter measures by
other jurisdictions, are at risk of increasing. A higher bank base rate for a
prolonged period of time should be beneficial for the Company due to the
floating rate nature of its investments.
The Portfolio Manager also expects spreads to remain relatively stable in the
short to medium term. While volatility could remain elevated, because of
heightened geopolitical tensions, the consistent high income provided by ABS
and CLOs should remain a key driver of outperformance for the Company’s
target asset class compared to traditional fixed rate bonds. The Portfolio
Manager is of the opinion that the current environment continues to warrant
liquidity and flexibility, and should an escalating global trade war result in
extended market volatility, believes this could offer an attractive
opportunity to use this liquidity to enhance the Company's income.
Outside the Company’s current European focus, the Company believes that both
the US and Australian markets provide complementary exposures which could
enhance portfolio diversification while offering potential for capital and
income generation. Accordingly, the Company is proposing updates to its
investment policy which would expand its investment universe to provide
greater coverage of these markets, as described in section 4 of Part 1 of the
Prospectus. Allocations to these asset classes will continue to be guided by
the Portfolio Manager’s disciplined credit selection process and focus on
downside protection.
For example, the US CLO market, the largest globally with over $1 trillion in
outstanding issuance, continues to offer attractive risk-adjusted returns,
particularly in mezzanine tranches. The underlying loan collateral remains
diversified across sectors and is supported by a resilient US economy and
benign default environment. Recent spread widening, driven by technical
dislocations rather than fundamental credit deterioration, provides an
opportunity to access CLO securities with strong cash flow potential and
structural protections. Weakening US jobs data will likely result in elevated
volatility especially in US CLOs and the Portfolio Manager expects to see more
opportunities in future in US CLOs in particular.
Australian RMBS remain among the highest-quality mortgage-backed securities
globally, benefiting from a strong legal framework, full recourse lending,
conservative underwriting standards and Australian ABS is now compliant with
the EU Securitisation Regulation. Despite broader global macro uncertainty,
Australian household balance sheets remain robust, with low arrears and high
levels of mortgage serviceability. Spread premiums in this sector remain
elevated compared to historical norms, creating an attractive entry point for
long-term investors seeking income and credit stability. The growth of the
Australian market has resulted in significantly increased liquidity in the
Company’s target investments.
Overall, the Company and the Portfolio Manager see current market conditions
as an excellent opportunity to continue to add value for Shareholders at
attractive yields.
The Issue
Given the current attractive investment opportunity, the Company believes
there is a compelling rationale to raise further funds to invest in accordance
with the Company's revised investment objective and policy.
The Issue consists of a Placing, an Offer for Subscription and an Open Offer
to Qualifying Shareholders. The Open Offer will be made on a pre-emptive
basis. The total number of new Ordinary Shares issued under the Placing, the
Offer for Subscription and the Open Offer will be determined by the Company,
Deutsche Numis and the Portfolio Manager after taking into account demand for
the new Ordinary Shares and prevailing economic and market conditions.
The Directors believe that as a result of the strong performance of the
Company to date there is demand from existing investors for further investment
in the Company and from new investors for investment in the Company. The
Directors (after consultation with Deutsche Numis and the Portfolio Manager)
have concluded that it would be beneficial to the Company to proceed with the
Issue for the following reasons:
* the Net Issue Proceeds will provide additional financial resources in
support of the Company's investment pipeline;
* the Net Issue Proceeds will provide the Company with capital with which to
improve, through the acquisition of new investments and the making of
follow-on investments in existing assets, key Portfolio metrics and reduce
risk by further diversifying the asset base in the Portfolio, across
jurisdictions, sectors and counterparties;
* Existing Shareholders will be able to subscribe for additional Ordinary
Shares, thereby increasing their exposure to the Company, and those investors
who might not otherwise have been able to invest in the Company will have the
opportunity to make an investment;
* the issuance of new Ordinary Shares at a premium to NAV will be NAV
accretive to the benefit of existing holders of Ordinary Shares;
* the issued share capital of the Company is expected to increase following
the Issue and it is expected that the secondary market liquidity of the
Ordinary Shares will be enhanced through a larger and more diversified
Shareholder base; and
* the Issue will provide the opportunity to grow the Company, thereby
spreading operating costs over a larger capital base which should reduce the
total expense ratio.
Further details of the Issue, including the Subscription Price to be paid by
investors per Ordinary Share, are set out in Part 4 of the Prospectus.
In addition to seeking annual renewal of the authority to issue Ordinary
Shares on a non-pre-emptive basis in respect of a number of Ordinary Shares
equal to up to 20 per cent. of the then issued Ordinary Shares, the Directors
will also seek the Issue Disapplication Authority at the 2025 EGM, with the
Issue being conditional on the passing of the Issue Disapplication Authority
Resolution at the 2025 EGM.
2025 Realisation Opportunity
On the IPO of the Company, in 2013, the Board put in place a number of
measures to help manage the possibility of its Ordinary Shares trading at a
discount to NAV. One such discount control provision is that the Articles
provide for a three-yearly Realisation Opportunity under which Shareholders
may elect to realise all or part of their holdings of Ordinary Shares with
effect from the applicable Reorganisation Date of the Company, regardless of
the discount (or premium) to NAV at which the Ordinary Shares may then be
trading. The Realisation Opportunity mechanism provides liquidity in size, if
required, and the ability to sell Ordinary Shares at near to NAV (a 2 per
cent. discount) even if the Ordinary Shares are trading at a wider discount
(but the Realisation Opportunity will take place every three years
irrespective of whether the Ordinary Shares are trading at a discount or
premium to NAV).
Since IPO, the Ordinary Shares have traded on average at a 1.1 per cent.
premium to NAV. The Ordinary Shares over the last three months have traded at
a 1.7 per cent. premium to NAV and due to the ongoing demand for Ordinary
Shares the Company has been issuing new Ordinary Shares to satisfy such demand
at a 2 per cent. premium to NAV. The Company has issued 26.95 million Ordinary
Shares during the calendar year-to-date, against a wider market backdrop of
very subdued issuance, making the Company one of the top investment company
issuers of equity for this period. As a result, the current Ordinary Share
price premium to NAV is superior to the 2 per cent discount that Shareholders
would achieve if they seek to realise their Ordinary Shares through a
Realisation Election made under the 2025 Realisation Opportunity.
The 2025 Realisation Opportunity will offer Shareholders who are eligible to
participate the opportunity to:
(a) do nothing, and retain their current
investment in the Company; or
(b) realise their investment in the Company by
making a Realisation Election, which will see their Ordinary Shares which are
subject to the Realisation Election either:
1. satisfied for cash at the Realisation Price, representing a 2 per cent.
discount to the Adjusted NAV per Ordinary Share as at the Pricing NAV
Determination Date; or
2. converted into a potentially smaller and more illiquid Realisation Share
class,
in each case with effect from the 2025 Reorganisation Date, being 24 October
2025 (the date falling 5 Business Days after the 2025 AGM).
The Company has issued the 2025 Realisation Opportunity Circular, together
with Election Forms, to Shareholders who are eligible to participate in the
2025 Realisation Opportunity, in order to enable them to make the elections
referred to above.
Whether Elected Shares are satisfied for cash or converted into Realisation
Shares will depend on the total number of Realisation Elections made (if any),
demand in the market to purchase Elected Shares and the Company’s capacity
to purchase Elected Shares. Realisation Elections are first intended to be
satisfied at the Realisation Price by making Elected Shares available to
satisfy investor demand under the Issue and/or by the redemption or repurchase
by the Company of such Ordinary Shares, funded by any cash resources which may
be available to the Company at the 2025 Reorganisation Date (including,
without limitation, funds raised through the Issue).
Where the value of such elections (calculated by reference to the Realisation
Price) exceeds the amount of funds available to the Company at the 2025
Reorganisation Date, resulting in the Company not being able to redeem or
repurchase such Ordinary Shares at the Realisation Price, such Ordinary Shares
will be converted into Realisation Shares.
In such case, following the 2025 Reorganisation Date, the Portfolio will be
split into two separate and distinct pools and the assets attributable to the
Realisation Pool will be managed in accordance with an orderly realisation
programme with the aim of making progressive returns of cash to holders of the
Realisation Shares (i.e., the usual investment policy and investment objective
of the Company, as described in section 4 of Part 1 of the Prospectus, shall
only apply to the assets comprising the Continuation Pool and not the
Realisation Pool). The precise mechanism for any return of cash to holders of
Realisation Shares will depend upon the relevant factors prevailing at the
time and will be at the discretion of the Board, but may include a combination
of capital distributions, share repurchases and redemptions.
Any Realisation Shares that are created shall have more limited rights as
compared to the (Continuing Ordinary Shares, including that the annual
Dividend Target (currently 8p per Ordinary Share) will not apply to
Realisation Shares, they will not rank for any dividend declared or paid on
the Ordinary Shares after their redesignation and the voting rights attaching
to the Realisation Shares will be limited 3 (#_ftn3) to matters concerning
the Realisation Share class (other than matters requiring the approval of all
Shareholders under the Listing Rules, but including that Realisation
Shareholders may not participate in a continuation vote of the Company).
Further details in respect of the implementation of Realisation Opportunities,
Realisations and the rights attaching to Realisation Shares are set out in
Part 5 and in paragraph 4 of Part 8 of the Prospectus.
Circular and Investment Policy
In order to facilitate the Issue the Company has convened an Extraordinary
General Meeting (the 2025 EGM) in order to seek authority for the Directors to
issue new Ordinary Shares on a non pre-emptive basis.
In addition, the Company is proposing to make certain changes to its
investment policy, and will seek shareholder approval for these changes at the
2025 EGM by way of the Investment Policy Resolution. The changes to the
investment policy are being sought in order to enable the Portfolio Manager to
maximise risk adjusted returns, including by expanding the target geographies
for its Asset-Backed Securities to include the US and Australia.
The key proposed changes to the Company’s investment policy are as follows:
Current Proposed change
The Company’s investment policy is to invest in a diversified portfolio of predominantly UK and European Asset-Backed Securities. The Company's investment policy is to invest in a diversified portfolio of predominantly UK, European, US and Australian Asset-Backed Securities.
(i) no more than 20 per cent. of the Portfolio value will be backed by collateral in any single country (save that this restriction will not apply to Northern European countries); (i) no more than 20 per cent. of the Portfolio value will be backed by collateral in any single country (save that this restriction will not apply to the UK, Northern Europe or the US);
N/A (proposal is a new restriction (ii)) (ii) no more than 40 per cent. of the Portfolio value will be backed by collateral outside the UK and Europe;
(iv) up to 10 per cent. of the Portfolio value may be exposed to Asset-Backed Securities backed by collateral from several countries where, in addition to countries within the UK and Europe, one or more of the countries is outside of the UK and Europe; It is proposed that current restriction (iv) is removed from the proposed new investment policy.
In addition to the proposed changes above, language will be added in order to
clarify the treatment of Asset-Backed Securities with a multi-jurisdictional
allocation, and specifically European and US Asset-Backed Securities, for the
purposes of the investment policy.
Expected Timetable of Principal Events
Expected Issue timetable 2025
Record Date for entitlements under the Open Offer 6.00 p.m. on 29 September
Dispatch of the Prospectus and the EGM Circular to Existing Shareholders and, to Qualifying Non-CREST Shareholders only, the Open Offer Application Forms 1 October
Offer for Subscription and Placing Open 1 October
Ex-entitlement date for the Open Offer 2 October
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST As soon as possible after
8.00 a.m. on 3 October
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST 4.30 p.m. on 10 October
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST 3.00 p.m. on 13 October
Latest time and date for splitting Open Offer Application Forms (to satisfy bona fide market claims only) 3.00 p.m. on 14 October
Latest time and date for receipt of Forms of Proxy in connection with the 2025 EGM 9.30 a.m. on 15 October
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
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) 11.00 a.m. on 16 October
2025 AGM 9.00 a.m. on 17 October
2025 EGM 9.30 a.m. on 17 October 4 (#_ftn4)
Pricing NAV Determination Date 21 October
Publication date of the Issue Price of new Ordinary Shares to be issued pursuant to the Issue 23 October
Latest time and date for receipt of Placing commitments 12.00 p.m. on 23 October
Results of the Issue and Subscription Price announced through a Regulatory Information Service 24 October
Admission of the Ordinary Shares issued pursuant to the Issue 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
CREST accounts credited in respect of Ordinary Shares issued in uncertificated form pursuant to the Issue 28 October
Certificates dispatched in respect of Ordinary Shares issued in certificated form pursuant to the Issue (where applicable) week commencing 3 November
Expected Realisation Opportunity Timetable
2025
Dispatch of 2025 Realisation Opportunity Circular to Existing Shareholders 21 August
2025 Realisation Opportunity Record Date 6.00 p.m. on 29 August 2025
Commencement of 2025 Election Period 26 September
Election submission deadline, being the latest time and date for receipt of the Election Forms and instructions in CREST from Shareholders 1.00 p.m. on 17 October
2025 AGM 9.00 a.m. on 17 October
Number of Elected Shares announced 7.00 a.m. on 21 October
Pricing NAV Determination Date 21 October
Publication date of the Realisation Price 23 October
2025 Reorganisation Date 24 October
Number of Realisation Shares announced, if applicable 24 October
Admission of any Ordinary Shares that are redesignated as Realisation Shares pursuant to the Realisation to the closed-ended investment funds category of the Official List and dealings in the Realisation Shares on the London Stock Exchange's Main Market commence 28 October
Election settlement date: payments through CREST made and CREST accounts settled week commencing 27 October
Balancing share certificates dispatched and cheques dispatched week commencing 3 November
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.
Dealing Codes
New Ordinary Shares
ISIN GG00B90J5Z95
SEDOL B90J5Z9
Ticker TFIF
Realisation Shares
ISIN GG00BTQLV954
SEDOL BTQLV95
Ticker TFIR
Open Offer Entitlement
ISIN GG00BTQLV061
SEDOL BTQLV06
Excess Open Offer Entitlement
ISIN GG00BTQLV178
SEDOL BTQLV17
Unless otherwise defined, capitalised words and phrases used in this
announcement shall have the meaning given in the Prospectus.
For further information, please contact:
Deutsche Numis, Sole Sponsor, Corporate Broker, Financial Adviser and
Bookrunner:
Hugh Jonathan +44 (0)20 7260 1000
Matt Goss
Vicki Paine
TwentyFour Income Fund Limited:
Alistair Wilson +44 (0)20 7015 8900
JPES Partners, PR Adviser:
Charlotte Walsh +44 (0)20 7520 7620
About the Company:
The Company is a FTSE 250 listed investment company, which aims to generate
attractive risk-adjusted returns, principally through income distributions, by
investing in a diversified portfolio of UK and European asset-backed
securities.
The Company is a non-cellular company limited by shares incorporated in
Guernsey under the Companies (Guernsey) Law 2008, as amended, with registered
number 56128 and registered as a Registered Closed-ended Collective Investment
Scheme with the Guernsey Financial Services Commission.
The Company’s LEI is: 549300CCEV00IH2SU369
Visit the Company’s website at www.twentyfourincomefund.com for more
information.
IMPORTANT INFORMATION
This is a financial promotion and is not intended to be investment advice. The
content of this announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved by Deutsche Numis AG, London
Branch ("Deutsche Numis") solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000 (as amended, "FSMA"). Deutsche Numis
is authorised and regulated as set out below and has its registered office at
21 Moorfields, London EC2Y 9DB.
This announcement is an advertisement and does not constitute a prospectus and
investors must subscribe for or purchase any shares referred to in this
announcement only on the basis of information contained in the prospectus
published by the Company (and in any supplementary prospectus) (the
"Prospectus") and not in reliance on this announcement. Investors should read
the Prospectus before making an investment decision in order to fully
understand the potential risks and rewards associated with the decision to
invest in Shares in the Company. Approval of the Prospectus by the FCA should
not be understood as an endorsement of the Shares. Copies of the Prospectus
may, subject to any applicable law, be obtained from the registered office of
the Company Administrator and will be made available for viewing at the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's
website.
Nothing in this announcement shall form the basis of or constitute any offer
or invitation to sell or issue, or any solicitation of any offer to purchase
or subscribe for 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, any contract therefor. No information set out in this
announcement is intended to form the basis of any contract of sale, investment
decision or any decision to purchase, subscribe for or otherwise acquire
Shares.
Before investing you should consider the suitability of such investment in
consideration of your investment objectives, attitude and appetite to risk.
The attention of investors is drawn to the risks associated with an investment
in the Shares which are detailed in the Prospectus. These risks include the
following.
* The value of an investment in the Company, and the returns derived from it,
if any, may go down as well as up and an investor may not get back the amount
invested.
* The Company's investment portfolio may not perform as anticipated at the
time of investment and may be loss-making.
* The market price of the Shares may fluctuate independently of their Net
Asset Value and the Shares may trade at a discount or premium to their Net
Asset Value at different times and it may be difficult for Shareholders to
realise their investment.
* Any target returns published by the Company are targets only. There is no
guarantee that any such returns can be achieved or can be continued if
achieved, nor that the Company will make any distributions whatsoever.
Neither TFIF's Shareholders or prospective investors should base any financial
decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing
all of the amount invested. Persons considering making investments should
consult an authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning Shares in
TFIF. The value of Shares can decrease as well as increase.
Nothing contained herein constitutes or should be construed as: (i)
investment, tax, financial, accounting or legal advice; (ii) a representation
that any investment or strategy is suitable or appropriate to individual
circumstances; or (iii) a personal recommendation. Investors should consult
their own legal, business, tax and other advisers in evaluating any investment
opportunity.
Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered as a branch office in the register of companies
for England and Wales at Companies House (branch registration number BR000005)
with its registered branch office address and principal place of business at
21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by
the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main,
Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108,
53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.
With respect to activities undertaken in the United Kingdom, Deutsche Bank AG
is authorised by the Prudential Regulation Authority. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG’s authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request.
Deutsche Bank AG, London Branch, which is trading for these purposes as
Deutsche Numis (“Deutsche Numis”) is acting exclusively for the Company
and no other person in connection with the Issue and the 2025 Realisation
Opportunity (whether or not a recipient of this announcement or the Circular).
and will not be responsible to any person other than the Company for providing
the protections offered to clients of Deutsche Numis nor for providing advice
in relation to any matter referred to herein or in the Circular. Neither
Deutsche Numis nor any of its affiliates (nor any of their respective
directors, officers, employees or agents), owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this document, any statement contained
herein or in the Circular or otherwise.
This announcement does not constitute an offer or solicitation to acquire or
sell any securities of the Company. This announcement is not for distribution
in or into the United States or to any US Person, Australia, Canada, Japan,
New Zealand, the Republic of South Africa, any European Economic Area state or
any other jurisdiction in which its distribution may be unlawful. A “US
Person” is any person who is not a “Non-United States Person” as defined
in US Commodity Futures Trading Commission Rule 4.7.
The securities of the Company have not been, and will not be, registered under
the United States Securities Act of 1933 (as amended) (the “Securities
Act”) or the securities laws of any states of the United States or under any
of the relevant securities laws of Canada, Australia, the Republic of South
Africa, Japan or any EEA member state or their respective territories or
possessions. Accordingly, the Shares may not (unless an exemption from such
legislation or such laws is available) be offered, sold or delivered, directly
or indirectly, in or into the United States, Canada, Australia, the Republic
of South Africa, Japan or any EEA member state or their respective territories
or possessions. The Company is not registered under the United States
Investment Company Act of 1940 (as amended) 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.
Persons resident in territories other than the United Kingdom should consult
their professional advisers as to whether they require any governmental or
other consents or need to observe any formalities to enable them to apply for,
acquire, hold or dispose of Shares.
The value of Shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.
Forward looking statements
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "forecasts", "projects", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements
include all matters that are not historical facts. All forward-looking
statements address matters that involve risks and uncertainties.
Accordingly, there are or will be important factors that could cause the
Company's actual results to differ materially from those indicated in these
statements. These factors include but are not limited to those described in
the part of the Prospectus entitled "Risk Factors", which should be read in
conjunction with the other cautionary statements that are included in this
announcement. Any forward-looking statements in this announcement reflect
the Company's current views with respect to future events and are subject to
these and other risks, uncertainties and assumptions relating to the Company's
operations, results of operations and growth strategy and the liquidity of the
Shares. Given these uncertainties, prospective investors are cautioned not to
place any undue reliance on such forward-looking statements.
These forward-looking statements apply only as of the date of this
announcement. Subject to any obligations under applicable law or UK
regulatory requirements (including FSMA, the UK Listing Rules, the Market
Abuse Regulation, the Disclosure Guidance and Transparency Rules and the
Prospectus Regulation Rules), the Company undertakes no obligation publicly to
update or review any forward looking statement whether as a result of new
information, future developments or otherwise.
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. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Deutsche Numis will only procure investors in
connection with the Placing who meet the criteria of professional clients and
eligible counterparties.
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.
1 (#_ftnref1) The Company currently does not have any Shares held in
treasury.
2 (#_ftnref2) This is a target only and not a profit forecast. There can
be no assurance that these targets will continue to be met or that the Company
will make any further distributions at all. This target return should not be
taken as an indication of the Company’s expected or actual current or future
results. The Company’s actual return will depend upon a number of factors,
including the number of Ordinary Shares which the Company issues and the
number of Ordinary Shares in respect of which Realisation Elections are made
and the Company’s total expense ratio. The Directors retain the discretion
to increase or decrease the annual Dividend Target as they deem appropriate.
The annual Dividend Target was raised to 7p per Ordinary Share on or around 20
September 2022 and to 8p per Ordinary Share on or around 24 February 2023.
3 (#_ftnref3) Realisation Shareholders may only vote on resolutions
proposed at a general meeting of the Company if the Realisation Shares are
listed on the Official List of the FCA.
4 (#_ftnref4) It is expected that the 2025 EGM will commence immediately
following the 2025 AGM.
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