RDL.L Regulatory News (RDL)

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING TO U.S. PERSONS, AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE U.S. SECURITIES ACT 1933, AS AMENDED (THE "US SECURITIES ACT"), ANY MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM), CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. ANY DECISION TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE NEW ORDINARY SHARES IN THE COMPANY MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS DATED 21 NOVEMBER 2016 (AS SUPPLEMENTED BY A SUPPLEMENTARY PROSPECTUS DATED [2] JUNE 2017 AND ANY FURTHER SUPPLEMENT THERETO).

2 June 2017

RANGER DIRECT LENDING FUND PLC

Publication of a Supplementary Prospectus

Ranger Direct Lending Fund plc (the "Company") has today published a supplementary prospectus (the "Supplementary Prospectus"), which is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 21 November 2016 (the "Prospectus") in relation to its placing programme for Ordinary Shares and/or C Shares in the capital of the Company.

The publication of the Supplementary Prospectus is a regulatory requirement under the Prospectus Rules following the publication of the Company's audited financial statements for the twelve month period ended 31 December 2016, certain information from which is incorporated by reference into the Supplementary Prospectus.

A copy of the Supplementary Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm and on the Company's website at http://www.rangerdirectlending.uk. A copy of the Supplementary Prospectus can also be viewed at the Company's offices at 40 Dukes Place, London EC3A 7NH.

Terms used and not defined in this announcement have the meanings given in the Prospectus.

For further information, please contact:

IMPORTANT INFORMATION

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 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.

This announcement 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 announcement 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.

Each of Liberum Capital Limited ("Liberum"), Fidante Capital Europe Limited ("Fidante") and Stone Mountain Capital Ltd ("Stone Mountain"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom (Stone Mountain as an authorised representative), 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, Fidante and Stone Mountain (as applicable) or advice to any other person in relation to the matters contained herein. Neither Liberum, Fidante and Stone Mountain nor any of their respective 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.