8 May 2018 07:00
Further to its May 4, 2018 letter to shareholders of Ranger Direct Lending Fund PLC (LON:RDL) (“Ranger” or the “Company”), funds managed by Oaktree Capital Management, L.P. (“Oaktree”), an approximately 19% shareholder of Ranger, today released an open letter to Ranger’s shareholders announcing that it has nominated two highly qualified directors to the Board, for election at the Company’s Annual General Meeting on June 19, 2018 (the “AGM”). This letter follows Oaktree’s formal written request to the Company requisitioning these resolutions to be included for consideration by shareholders at the AGM.
The full text of the letter is as follows:
May 8, 2018
Dear fellow Ranger shareholders,
As outlined in our open letter on May 4, 2018, we have been deeply disappointed by Ranger’s Board of Directors (the “Board”), which we believe has repeatedly demonstrated that it lacks the expertise and credibility required to make important upcoming decisions on behalf of shareholders.
A series of the Board’s poor decisions in recent months, including (i) presiding over the Princeton debacle, (ii) conducting what was, in our view, a flawed and biased strategic review and (iii) exhibiting many examples of poor corporate governance in how these processes have been conducted, have resulted in the destruction of shareholder value and a decided lack of confidence in the current Board. Since we made our April 11 letter to the Board available to all shareholders on April 24, we have heard from many of you supporting our advocacy of the wind-down option and expressing a lack of confidence in the current Ranger Board.
We strongly believe that the Board’s weaknesses can only be resolved by adding to the Board and introducing a greater degree of oversight, a broader range of views and a much deeper base of relevant experience at this important strategic time for the Company. That is why we have nominated two additional, highly qualified directors for you to consider adding to the current Board at the Company’s upcoming AGM: Greg Share and Dominik Dolenec. These two nominees would bring extensive relevant experience and valuable resources to supplement the current Board – a development that we believe should be supported by all shareholders. Combined, they bring over 40 years of experience in financial services and asset management and are highly qualified to help the current Board determine and subsequently oversee the best course of action going forward.
We urge all shareholders to vote in favor of these nominations to the Board at the upcoming AGM.
About the Director Nominees
Mr. Share is Managing Partner and Co-Founder of Ambina Partners, LLC, an investment firm focused on investing in software and financial services companies. Mr. Share also has over twenty years of private equity experience in the U.S. and Europe, which included leadership positions at Moelis Capital Partners LLC, Fortress Investment Group LLC and Madison Dearborn Partners, LLC where he focused on the software and financial services sectors. He began his career in investment banking and private equity at Lazard Frères & Co. He holds a B.S. degree in Economics, magna cum laude from the Wharton School of University of Pennsylvania.
Mr. Dolenec is Managing Partner and Founder of Emona Capital LLP, a London-based investment and advisory firm focusing on special situation and disruptive technology investments. Mr. Dolenec has over 20 years of investment and advisory experience, including assisting principals in complex restructurings, turnarounds, financings and other corporate events. Before founding Emona Capital in 2013, he was an Associate Portfolio Manager with Elliott Advisors (UK) Ltd in London where he specialized in both equity and credit investments. Earlier in his career Mr. Dolenec worked in private equity with Insight Venture Partners, LLC and General Atlantic Partners, LLC in Europe and the U.S. He started his career as one of the early members of the corporate finance practice at McKinsey & Company. He holds an MBA from INSEAD and graduated summa cum laude from the Management and Technology Program at the University of Pennsylvania.
Sincerely,
/s/ Patrick M. McCaneyPatrick M. McCaneyManaging Director and Portfolio ManagerValue EquitiesOaktree Capital Management, L.P.
About Oaktree
Oaktree is a leader among global investment managers specializing in alternative investments, with $121 billion in assets under management as of March 31, 2018. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 900 employees and offices in 18 cities worldwide. For additional information, please visit Oaktree’s website at http://www.oaktreecapital.com/.
Sard Verbinnen & CoJohn Christiansen+1 (415) 618-8750jchristiansen@sardverb.comORConrad Harrington+44 (0) 20 3178 8914charrington@sardverb.com
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