RDL.L Regulatory News (RDL)

15 June 2017

RANGER DIRECT LENDING FUND PLC

Corporate Update -Borrowing Policy, Investment Restrictions and Princeton

Ranger Direct Lending Fund plc (the "Company") wishes to provide shareholders with an update regarding the Company's investment approach to its portfolio, as well as on its investment in Princeton Alternative Income Fund Ltd ("Princeton").

In addition to the updates set out below, the Company has been informed by Ranger Alternative Management II LLP (the "Investment Manager") that it intends to utilise part of its management fee to acquire ordinary shares in the market in order to demonstrate its confidence in the Company's investment strategy. Further announcements, as required by applicable regulation in respect of such purchases, will be made in due course.

Borrowing Policy

As disclosed in the prospectus published by the Company on 21 November 2016 (the "Prospectus"), the Company is permitted to employ borrowings (through bank or other facilities and whether directly or indirectly through an investment fund in which it invests or through a subsidiary SPV), up to 50 per cent. of Net Asset Value, in aggregate (calculated at the time of draw down under any facility that the Company has entered into).

To date, the Company's wholly owned subsidiary, Ranger Direct Lending ZDP plc, has issued 53 million zero dividend preference shares raising gross proceeds of £53,805,000, the entirety of which have been loaned to the Company. The Company has not incurred any other borrowings.

Accordingly, the Company's current borrowings as a percentage of Net Asset Value based on the last published Net Asset Value of the Company are 29.30 per cent.

The Board has today instructed the Investment Manager not to exercise its borrowing powers as set out in the borrowing policy to incur any senior borrowings through the provision of credit facilities by financial institutions over the next twelve months, so as not to incur any debt that has preference over the existing zero dividend preference shares.

Investment Restrictions

The Company's current investment restrictions prevent the Company from, inter alia, investing:

· more than 35 per cent. of Gross Assets in Debt Instruments that are not secured (directly or indirectly) by assets and/or personal guarantees; or

· more than 25 per cent. of Gross Assets in Debt Instruments originated through or issued by any single Direct Lending Platform,

with such restrictions assessed at the time of investment.

The Board has resolved, having regard to the Company's current exposure to Princeton and to the performance of the portfolio as a whole, that the Investment Manager should seek to realign the Company's portfolio with the aim of increasing the diversification of the portfolio as and when existing Debt Instruments mature.

Accordingly, the Company intends to target the following investment thresholds within the investment restrictions set out in the Company's investment policy, in each case at the time of investment by the Company:

· as existing investments mature over the next two years, the Investment Manager will seek to reduce the percentage of the portfolio that is attributable to Debt Instruments that are not secured (directly or indirectly) by assets and/or personal guarantees (i.e. Debt Instruments that are exposed to unsecured consumer lending) with a target that such investments do not represent more than 15 per cent. of Gross Assets by the end of that period; and

· as existing investments mature over the next 18 months the Investment Manager will target a portfolio allocation whereby aggregate investments in Debt Instruments originated through or issued by any single Direct Lending Platform do not exceed 15 per cent. of Gross Assets, but in any event, the Investment Manager will seek to ensure that such investments in Debt Instruments originated through or issued by any single Direct Lending Platform shall not exceed 20 per cent. of Gross Assets.

The Board believes that by phasing in such restrictions over a two year period as existing Debt Instruments mature, the Company's portfolio will realign organically and remain consistent with the Company's investment objective and policy.

Princeton

Finally, with respect to the Company's outstanding redemption request with Princeton, the Company has not yet reached agreement with Princeton with respect to a redemption plan. The Company will continue to seek resolution and reserves all rights and courses of action available to it in connection with its investment in Princeton.

Terms used but not defined in this announcement shall have the meaning ascribed to them in the Prospectus.

For further information, please contact:

IMPORTANT INFORMATION

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.

END OF ANNOUNCEMENT