TwentyFour Income Fund - Results of Placing

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 CONTAINS INSIDE INFORMATION

20 October 2022

TwentyFour Income Fund Limited (“TFIF” or the “Company”)

(a closed-ended investment company incorporated in Guernsey with registration number 56128)

(LEI: 549300CCEV00IH2SU369)

Results of Placing

Further to the announcements on 17 October 2022 and 20 October 2022, the Board of Directors of TwentyFour Income Fund (“TFIF” or the “Company”) is pleased to announce that the Company has successfully placed 45,276,074 Ordinary Shares into the market at the Placing Price of 94.95p. Therefore, all 9,582,068 Ordinary Shares that were elected for realisation in the 2022 Realisation Opportunity have been placed into the market and £34.2m has been raised through the issuance of 35,694,006 New Ordinary Shares under the Placing.

As previously announced, placees will be allocated a proportion of Ordinary Shares at the Redemption Price (91.99p) and a proportion at the Placing Programme Price (95.75p), in each case pro rata to the size of their allocation under the Placing, resulting in all placees paying the same ‘blended’ Placing Price (94.95p).

Director participation

The Directors of the Company have been allocated Ordinary Shares as per the below table (alongside and on the same terms as other investors) at the Placing Price:

Name	Role	Allocation (Ordinary Shares)
Richard Burwood	Non-executive Director	21,062
Bronwyn Curtis	Non-executive Director	105,313
Joanne Fintzen	Non-executive Director	21,062
John de Garis	Non-executive Director	21,062
John Le Poidevin	Non-executive Director	236,956

Bronwyn Curtis, Chair of TFIF commented: “On 17 October I noted that the small percentage of the shareholder register seeking to realise their shares given the turbulent political backdrop was an endorsement of TFIF’s strategy. Not only have all the shares that were elected for realisation been placed out, but 35.7m new Ordinary Shares will be issued which is an excellent achievement and a testament to the team’s approach in these uncertain times.”

Expected timetable

Trade date	21 October 2022
Admission of new Ordinary Shares	25 October 2022

For further information, please contact:

Numis Securities Limited:
Hugh Jonathan                       [phone]
Matt Goss

TwentyFour Income Fund Limited:
John Magrath                          [phone]
Alistair Wilson

IMPORTANT INFORMATION

Words defined in the Prospectus and/or the announcement published by the Company on 17 October 2022 (as the context requires) shall have the same meaning in this announcement.

Nothing in this announcement shall constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities.

Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”), is not acting as adviser to any recipient of this announcement, nor will it be responsible to any recipient of this announcement for providing the protections afforded to its clients or for providing advice in connection with this announcement or any of the matters referred to herein.

This announcement is not for distribution in or into the United States or to any US Person (as defined by Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)), 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. This announcement is not an offer of securities for sale in the United States or elsewhere. The securities of the Company have not been and will not be registered under the Securities Act and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and investors are not entitled to the benefits of that Act. There has not been and there will be no public offering of the Company's securities in the United States.

Terms and Conditions of the Placing

Each Placee that confirms its agreement with Numis as agent for the Company to participate in the Placing agrees that the Placing shall be made on the terms and subject to the conditions contained in Part 10 of the Prospectus, save that to the extent that part of a Placee's allocation is satisfied by Ordinary Shares provided by the Realisation Opportunity at the Redemption Price, the Placee shall pay: (a) the Redemption Price per Ordinary Share for such Ordinary Shares so allocated; and (b) the Placing Programme Price for the balance of the Ordinary Shares, with the basis of allocation being as detailed in this announcement, and the terms and conditions in respect of the Placing shall be amended accordingly.

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 Ordinary Shares have been subject to a product approval process, which has determined that such Ordinary 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”). 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.

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 Ordinary Shares (by either adopting or refining the manufacturer’s Target Market Assessment) and determining appropriate distribution channels.