
FAIR OAKS INCOME LIMITED ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS
5
STRATEGIC REVIEW
Chairman’s Statement (continued)
Cash flow and dividends (continued)
A key challenge in 2022 will be the expected Fed and ECB
interest rate increases. Although this could impact weaker
corporate borrowers with lower interest coverage ratios, it is
also likely to support ongoing investor demand for floating rate
(January 2022 saw the highest monthly inflows into US loan
funds since 2012). Consequently, investor interest in CLO notes
could grow and the potential for lower CLO financing rates may
support new CLO equity investments and further optimisation
of the capital structure of existing CLO equity investments.
As a result of these factors (strong cash-flows, low expected
defaults, attractive CLO financing), we believe the Company
is well positioned to generate attractive risk-adjusted returns
in 2022.
A key area of focus for the Company in 2022 will be the
closure of the discount at which the 2021 Shares traded at
the end of 2021. The Company benefits from key structural
advantages including a rigorous valuation policy, the fixed life
of the underlying Master Funds and discount management
provisions, such as quarterly reinvestment of 25% of
management fees if the Company’s 2021 Shares do not trade
at or above NAV (see Note 8 for further details). The Board will
monitor the impact of these measures and explore additional
measures should they prove insufficient in this respect.
The Company supports the Paris Agreement on Climate
Change. All CLO equity investments completed by the Master
Funds since 2019 have included ESG-related investment
criteria that prohibit investment in certain industry sectors
which are considered to be environmentally or socially harmful.
As a UN PRI signatory, the Advisor, Fair Oaks Capital Limited is
committed to applying the principles to all stages of investment
criteria and increasing awareness in credit markets.
Material events
On 23 March 2021, the Master Fund II changed its name from
FOMC II LP to FOIF II LP.
On 9 March 2021, a new Guernsey limited partnership was
established called Wollemi Investments I LP (“Wollemi”). On
23 March 2021, Master Fund II transferred its investment in
Cycad to Wollemi in exchange for limited partnership interests
in Wollemi.
Reorganisation and Placing Programme
On 28 March 2021, the Company announced the publication
of a prospectus (“Prospectus”) and circular (the “Circular”)
in relation to the Reorganisation Proposal and Placing
Programme Proposal (the “Proposals”).
The Board was pleased to put forward the Proposals, which
facilitated an extension of Shareholders’ investments through
a new class of 2021 Shares deployed through a new Guernsey
limited partnership called FOMC III LP (the “Master Fund III”),
while also offering an option to elect for Realisation Shares and
establishing a twelve-month placing programme.
Master Fund III is characterised by a fixed investment period
and life, during which Fair Oaks will continue to utilise its tactical
approach to investing across the CLO capital structure, seeking
to take advantage of well-defined investment opportunities in
both control equity and secondary mezzanine securities.
The investment opportunity leverages Fair Oaks’ in-depth
fundamental research, long track record and experience
in structuring and negotiating investments and ongoing
monitoring of the underlying portfolios. In addition to
improving corporate fundamentals, the potential for attractive
risk-adjusted returns for Shareholders is supported by the
compelling financing levels currently available to CLO equity
investors, which have the potential to benefit both new
investments and the refinance or reset of existing investments.
On 19 April 2021, at the Extraordinary General Meeting of the
Company, resolutions 1 and 2 were passed but resolution
3 was not passed. Resolutions 1 and 2 were to amend the
Company’s articles of incorporation and allow all ordinary
shares of no par value each in the capital of the Company
designated as “2017 shares” to be re-designated on a one-for-
one basis as ordinary shares of no par value each in the capital
of the Company designated as “2021 shares” pursuant to the
proposals set out in the Circular, EXCEPT THAT where and
to the extent that a shareholder made a valid election for the
re-designation of some or all of their 2017 Shares as ordinary
shares of no par value each in the capital of the Company
designated as “Realisation Shares”.
Resolution 3 was to empower the Directors of the Company
to issue up to a maximum of 350 million C Shares and such
number of 2021 Shares as represents 20% of 2021 Shares
then in issue. The Board acknowledged that Resolution
3 did not pass by a small margin and consulted with major
shareholders ahead of proposing a resolution to disapply pre-
emption rights at the forthcoming Annual General Meeting.
On 19 April 2021, the Company announced the results of
the Elections. The purpose of the reorganisation was to allow
those Shareholders who wished to extend the life of their
investment in the Company beyond the planned end date
of Master Fund II, to be able to do so by having their 2017
Shares re-designated as 2021 Shares, with such 2021 Shares
investing in a new master fund, Master Fund III, which will
have a planned end date of 12 June 2028 and an investment
objective and policy substantially similar to that of Master
Fund II. Shareholders who did not wish to extend the life of
their investment to participate in Master Fund III were able to
make an express election to have their existing 2017 Shares
re-designated as Realisation Shares, which will continue to
participate solely in Master Fund II.