RDL.L Regulatory News (RDL)

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member states of the European Economic Area (other than the United Kingdom), Canada, Australia, Japan or South Africa.

10 November 2015

Ranger Direct Lending Fund PLC

(the "Company")

C Share Issue

The Company announces that it intends to undertake a C Share Issue to raise up to £135 million (approximately US$204 million) by way of a placing and intermediaries offer (the "Issue").

Following the Company's IPO in May this year, as at 9 November it had deployed 76% of the funds raised at launch in accordance with its investment objectives.

The Company anticipates full deployment of its equity capital by early December, within its stated target of fully deploying the net proceeds raised at IPO within six to nine months.

The Company's funds have been invested in a disciplined manner in line with its targeted net returns to the fund of 12-13% and across a diversified portfolio of 10 platforms, including three platforms which have been onboarded since IPO. As at 9 November 2015, secured lending accounted for over 80% of the invested portfolio, across various categories including secured SME lending, real estate loans, equipment finance and platform collateralised debt.

The Company continues to see a strong pipeline of opportunities in the secured direct lending sector to deploy funds in line with its returns target.

A prospectus containing full details of the Issue is expected to be published in the week commencing 16 November 2015 and the Issue is anticipated to close in late November.

For further information, please contact:

Capita Company Secretarial Services Limited +44 (0)20 7954 9569

Secretary

Ranger Capital Group Bill Kassul via Redleaf PR 

Scott Canon

Liberum Capital Limited +44 (0)20 3100 2000

Simon Atkinson

Tom Fyson

Joshua Hughes

Media enquiries ranger@redleafpr.com

Redleaf Communications + 44 (0)20 7382 4731

Rebecca Sanders-Hewett

Richard Gotla

David Ison

Susie Hudson

IMPORTANT INFORMATION

This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company has been approved solely for the purposes of section 21 of the Financial Services and Markets Act 2000 by Liberum Capital Limited ("Liberum"), which is authorised and regulated by the Financial Conduct Authority.

This announcement is an advertisement and does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any shares in the Company in any jurisdiction 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 therefor. Copies of the prospectus published by the Company will be available from the Company's registered office.

Recipients of this announcement who are considering acquiring C Shares following publication of the prospectus are reminded that any such acquisition must be made only on the basis of the information contained in the prospectus which may be different from the information contained in this announcement. The subscription for C Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

This document may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.

Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area (other than the United Kingdom), Canada, Australia or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

This announcement may include "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services) are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the formal prospectus. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules or Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

Liberum, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Liberum or advice to any other person in relation to the matters contained herein. Neither Liberum nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any information relating to the Company, whether written, oral or in a visual or electronic format, and howsoever transmitted or made available or any loss howsoever arising from any use of this announcement or its contents or otherwise in connection with it.