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The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member states of the European Economic Area (other than the United Kingdom), Canada, Australia,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

13 December 2016

Ranger Direct Lending Fund PLC

(the "Company")

Result of Open Offer and Initial Placing of C Shares

On 14 November 2016, the Company announced the launch of an Open Offer and Initial Placing of C Shares at an Issue Price of £10 per C Share.

The Open Offer and Initial Placing of C Shares closed at 11:00am (GMT) on 12 December 2016 in accordance with its terms. The Company announces that it has received valid acceptances as to 1,029,518 C Shares from Ordinary Shareholders under the Open Offer. A further 173,939 C Shares have been taken up by existing shareholders under the Excess Application Facility. The aggregate 1,203,457 C Shares subscribed for under the Open Offer represents approximately 48.6 per cent. of the C Shares offered under the Open Offer. Accordingly, the Company has raised £12,034,570 under the Open Offer and Excess Application Facility.

The Company announces that new and existing shareholders have subscribed for 407,584 C Shares under the Initial Placing to raise £4,075,840. Accordingly, the Company has raised in aggregate £16,110,410 under the Open Offer and Initial Placing.

Application has been made to the FCA for the C Shares to be admitted to listing on the premium listing segment of the Official List, and to the London Stock Exchange plc for the C Shares to be admitted to trading on the Main Market. Admission is expected to occur at 8.00am on 16 December 2016.

This announcement should be read in conjunction with the full text of the prospectus published by the Company on 21 November 2016 (the "Prospectus"). Capitalised terms in this announcement have the same meaning as in the Prospectus.

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Important information

This announcement which has been prepared by, and is the sole responsibility of, the Directors of Ranger Direct Lending Fund plc.

This announcement 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.

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 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, investment strategy, plans and objectives are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and 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 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.

Each of Liberum, Fidante and 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. None of Liberum, Fidante and Stone Mountain nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.