TwentyFour Income Fund : Prospectus Supplement

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you should consult your independent financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") without delay.

This document comprises a supplementary prospectus relating to TwentyFour Income Fund Limited (the "Company") for the purposes of Article 23 of the UK version of the EU Prospectus Regulation (2017/1129) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time (including, but not limited to, by the UK Prospectus Amendment Regulations 2019 and The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019)) (the "UK Prospectus Regulation"), the prospectus regulation rules of the Financial Conduct Authority (the "FCA") (the "Prospectus Regulation Rules") and the Guernsey Prospectus Rules and Guidance, 2021. This Supplementary Prospectus has been approved by the FCA, as the competent authority under the UK Prospectus Regulation. The FCA only approves this Supplementary Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Accordingly, such approval should not be considered as an endorsement of the issuer, or of the quality of the securities, that are the subject of the Prospectus (as defined below) and this Supplementary Prospectus. Investors should make their own assessment as to the suitability of investing in the Shares.

The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 2020 and the Registered Collective Investment Scheme Rules and Guidance, 2021 issued by the Guernsey Financial Services Commission (the "GFSC"). Neither the GFSC nor the States of Guernsey take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it.

TWENTYFOUR INCOME FUND LIMITED

(a non-cellular company limited by shares incorporated in Guernsey under the Companies (Guernsey) Law 2008, as amended (the "Law"), with registered number 56128 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission)

Supplementary Prospectus

This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus of the Company dated 3 March 2022 (the "Prospectus") published in connection with the issue of Ordinary Shares pursuant to a scheme of reconstruction of UK Mortgages Limited and the Placing Programme of up to 150 million Ordinary Shares. Words or expressions defined in the Prospectus have the same meaning when used in this Supplementary Prospectus unless the context requires otherwise.

The Company and each of the Directors, whose names appear on page 9 of this Supplementary Prospectus, accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Supplementary Prospectus is in accordance with the facts and this Supplementary Prospectus does not omit anything likely to affect the import of such information.

In accordance with the Guernsey Prospectus Rules and Guidance, 2021, the Directors have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in this document, whether of facts or of opinion. All the Directors accept responsibility accordingly.

Each of Numis Securities Limited ("Numis") and BDO LLP ("BDO"), both of which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the matters referred to in the Prospectus and this Supplementary Prospectus, will not regard any other person (whether or not a recipient of the Prospectus or this Supplementary Prospectus) as their respective client in relation to the matters referred to in the Prospectus and this Supplementary Prospectus, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for advising any such person in connection with such matters.

Apart from the responsibilities and liabilities, if any, which may be imposed on either of Numis or BDO by FSMA or the regulatory regime established thereunder, neither Numis nor BDO accepts any responsibility whatsoever for the contents of this Supplementary Prospectus. Each of Numis and BDO accordingly disclaims all and any liability, whether arising in tort or contract or otherwise (save as referred to above), which it might otherwise have in respect of this Supplementary Prospectus.

The Shares described in the Prospectus have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) 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. This Supplementary Prospectus does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Shares in any jurisdiction in which such offer or solicitation is unlawful.

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The distribution of this Supplementary Prospectus in certain jurisdictions may be restricted by law. No action has been taken by the Company, Numis or BDO that would permit an offer of the Shares or possession or distribution of this Supplementary Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Persons into whose possession this Supplementary Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

If you are in any doubt about the contents of this Supplementary Prospectus you should consult your accountant, legal or professional adviser or financial adviser.

25 July 2022

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1. PURPOSE OF SUPPLEMENTARY PROSPECTUS
   This document constitutes a Supplementary Prospectus required under Prospectus Regulation Rules 3.4.1 and 3.4.2 and is being published to note two significant new factors relating to the information included in the Prospectus.
   2022 Annual Report
   On 12 July 2022, the Company published its report and audited financial statements for the financial year ended 31 March 2022 (the "2022 Annual Report") which constitutes a significant new factor relating to financial information contained in the Prospectus.
   A copy of the 2022 Annual Report has been filed with the Financial Conduct Authority and, by virtue of this Supplementary Prospectus, such 2022 Annual Report is partly incorporated in, and forms part of, the Prospectus.
   Appointment of new Director and successor Chair to the Board
   On 11 July 2022, the Board resolved to appoint Bronwyn Curtis OBE as a Director with effect from 12 July 2022. It is expected that Ms. Curtis will succeed Trevor Ash as Chair of the Company when Mr. Ash retires as a Director at the 2022 AGM.
   This Supplementary Prospectus contains certain information about Ms. Curtis and her appointment which supplements the information about the Directors contained in the Prospectus. In accordance with the Articles, Ms. Curtis will hold office until the 2022 AGM, at which she shall be eligible for election by Shareholders by an Ordinary Resolution.
   This Supplementary Prospectus is supplemental to the Prospectus and has been approved for publication by the FCA.
2. FINANCIAL INFORMATION RELATING TO THE COMPANY

1. Annual report for the financial year ended 31 March 2022
   The 2022 Annual Report has been drawn up in Sterling and has been prepared in accordance with the Law, International Financial Reporting Standards and the Listing Rules. The Company's auditor, PricewaterhouseCoopers CI LLP, has given an unqualified opinion that the financial statements contained in the 2022 Annual Report give a true and fair view of the financial position of the Company as at 31 March 2022, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and have been properly prepared in accordance with the requirements of the Law.
   Any part of the 2022 Annual Report not included in the tables below, and therefore not incorporated by reference, is either not relevant for the investor or is covered elsewhere in the Prospectus, as amended and supplemented by this Supplementary Prospectus.
2. Published 2022 Annual Report
3. 1. Financial Information
      The published 2022 Annual Report, which has been partly incorporated in this document by reference, includes, on the pages specified in the table below, the following information:

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	Annual Report and Audited
	Financial Statements for the year
	ended 31 March 2022
Nature of Information	Page No(s)
Statement of comprehensive income	57
Statement of financial position	58
Statement of cash flows	60
Statement of changes in equity	59
Principal accounting policies	62
Notes to the financial statements	61
(incorporating summary of principal
accounting policies)
Independent auditor's report	48

1. Selected financial information
   The key figures that summarise the Company's financial condition in respect of the financial year ended 31 March 2022, which have been extracted without material adjustment from the financial information referred to in paragraph 2.2(a) above, are set out in the following table:

	Annual Report and Audited
	Financial Statements for the year
	ended 31 March 2022
Total net assets (£'000)	718,477
NAV per Share (pence)	112.45
Total comprehensive income (£'000)	36,303
Earnings per Share (pence)	7.08
Dividend per Share (pence)	6.77

1. Operating and financial review
   The 2022 Annual Report includes, on the pages specified in the table below, descriptions of the Company's financial condition (in both capital and revenue terms); details of the Company's investment activities and portfolio exposure; and changes in its financial condition for that year.

Annual Report and Audited Financial Statements for the year ended 31 March 2022

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Nature of Information	Page No(s)
Chairman's statement	6
Portfolio manager's report	8
Top twenty holdings	11

Starting the year at a discount, the share price improved after the summer as the economy came out of the COVID pandemic and, until the Russian invasion of Ukraine in February 2022, the Ordinary Shares traded at a premium. In March the Company briefly traded at a 5.3 per cent. discount, however, the average discount during the year was 1.2 per cent., and it moved in a range of a 2.8 per cent. premium to a 5.8 per cent. discount during the year.

Notably, from March 2021 the NAV performance has been steadily positive and this has not been matched by an increasing share price, but since the Russian invasion in Ukraine the Company has traded at a small discount as the NAV performance was negative due to credit spread widening due to global risk sentiment changing significantly. The Board is willing to continue to authorise the issuance of further Shares as a premium management mechanism while the portfolio managers can confirm that attractive investment opportunities are available in the market. Clearly, while the Company's Shares continue to trade on a discount, it is neither required, nor possible to issue at a premium.

The NAV per share total return on the Ordinary Shares from launch to 31 March 2022 was 92.81 per cent. (including dividends paid). The NAV per Ordinary Share marginally declined from 112.75 pence at the start of the year to 112.45 pence, for a total return of 5.55 per cent. (including dividends paid) during the year, and the income component of the return to investors remained strong. The Company declared and paid a dividend of 1.91 pence to cover the excess income earned during the preceding year, and three dividends of 1.5 pence per Ordinary Share to cover the pro-rata minimum target return of 6 pence per Ordinary Share, as well as announcing a final dividend for the year ended 31 March 2022 of 2.27 pence per Ordinary Share which was subsequently paid after the end of the year. The increase of the March 2022 dividend can be partly attributed to higher base rates as the Bank of England hiked interest rates three times from December to March and since then hiked one more time in May to bring the current base rate to 1.0 per cent. As the Company invests in floating rate bonds the income has improved. Due to the current heightened inflation levels the market widely expects that the Bank of England will hike interest rates five to six times more in the coming 12 months which will benefit coupon income for the Company. The dividend policy has remained consistent since launch, and despite the fundamental and market impact of the Russian invasion of Ukraine, as well as high inflation, the Board is pleased that the objective of the Company to provide attractive returns has been achieved with the full year income earned and distributed matching almost exactly that of the prior year.

The NAV performance of the Company has been mostly positive during the year as it has recovered from the volatility felt across all financial markets since late February 2020, as a result of the implications of a global shutdown in response to the COVID-19 pandemic.