RDL.L Regulatory News (RDL)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Neither this Announcement nor any part of it constitutes an offer or invitation to underwrite, an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, any member state of the European Economic Area (other than the United Kingdom) or any jurisdiction in which such publication or distribution would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, South Africa, Japan or any member state of the European Economic Area (other than the United Kingdom).

4 December 2015

RANGER DIRECT LENDING FUND PLC (the "Company")

Proposed Tap Issue of New Ordinary Shares

· Proposed tap issue of up to 1,348,650 new ordinary shares in the Company to raise up to £14.1 million at an issue price of £10.45

· Estimated Net Asset Value per ordinary share ("NAV") as at 30 November 2015 was US$15.31 (sterling equivalent amount being £10.18)

The Directors of Ranger Direct Lending Fund plc (the "Board") announce a proposed tap issue of up to 1,348,650 new ordinary shares in the Company ("Issue Shares") at a price of £10.45 per Issue Share (the "Issue Price"), with the intention of raising up to £14.1 million (the "Tap Issue"). The Issue Shares represent up to 9.99 per cent. of the Company's existing issued ordinary share capital.

The Company also announces its estimated NAV as at 30 November 2015 was US$15.31 (sterling equivalent amount being £10.18). This NAV is after deduction of the dividend for the period to 30 September 2015 of 8.36p per ordinary share, and which shareholders as at 20 November 2015 are entitled to.

The Tap Issue, which is being conducted by way of an accelerated bookbuilding process (the "Bookbuild") to qualifying new and existing investors, will be launched immediately following this announcement (being together with the appendix the "Announcement"), in accordance with the terms and conditions set out in this Announcement.

The Company's largest shareholder, Invesco Asset Management Limited, acting as agent for and on behalf of its discretionary managed clients (together "Invesco"), currently holds 29.49 per cent. of the voting rights in the Company. To the extent that Invesco opts to participate in the Tap Issue and, as a result of that participation, acquires Issue Shares that result in Invesco holding 30 per cent. or more of the aggregate voting rights in the Company, the Tap Issue will be conditional upon Invesco receiving a waiver from the requirement under Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code") for it to make a mandatory offer to the holders of all of the ordinary shares in the Company. Further information on the applicable provisions of the Takeover Code is set out below.

Background to the Tap Issue and Use of Proceeds

The Company's investment manager, Ranger Alternative Managements II, LLP (the "Investment Manager"), expects to reach full deployment in December within the 6 to 9 month target stated at the time of the Company's IPO. The Company to target progressively higher dividends for its shareholders as it achieves full deployment of its capital.

The Company continues to see investment opportunities with net returns to the Company in line with its 12-13 per cent. target, which is the reason for the Company deciding to undertake the Tap Issue at this time. Accordingly, the net proceeds of the Tap Issue will be invested in accordance with the Company's investment policy.

The Tap Issue

Under the terms of the Tap Issue, the Company intends to issue up to 1,348,650 Issue Shares, under authority granted at the general meeting of the Company held on 2 April 2015, conditional, inter alia, on (1) if required based on the allocation of the Issue Shares, a waiver for the requirement for Invesco to make a mandatory offer for the Company's ordinary shares pursuant to Rule 9 of the Takeover Code following completion of the Tap Issue being granted; and (2) Admission (as defined below) (together the "Conditions").

The Issue Shares will, when issued, be subject to the Company's memorandum and articles of association. They will be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such ordinary shares by reference to a record date falling after the date of issue of the Issue Shares. The Issue Shares will not receive the dividend announced by the Company on 11 November 2015 and which is payable on 11 December 2015.

The Tap Issue will be non-pre-emptive and launched immediately following this Announcement. The number of Issue Shares will be determined at the close of the Bookbuild which is expected to close today. The results of the Tap Issue will be announced shortly thereafter. Liberum Capital Limited ("Liberum") has been appointed as bookrunner in respect of the Tap Issue pursuant to an agreement entered between the Company and Liberum dated 4 December 2015 (the "Placing Agreement").

Liberum will determine the level of demand from potential investors for participation in the Tap Issue. The decision to proceed with the Tap Issue after the Bookbuild shall be at the absolute discretion of the Company and Liberum.

To participate in the Tap Issue, investors should communicate their bid by telephone to Liberum. Liberum may choose to accept participants' applications, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale down any application for this purpose on such basis as the Company and Liberum decide.

Application will be made for the Issue Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission"). The Tap Issue is conditional upon the Placing Agreement not being terminated.

The Tap Issue is subject to the terms and conditions set out in the appendix of this Announcement.

Interest of Directors

The Directors currently have no interests in the share capital of the Company, however, Christopher Waldron intends to subscribe for 500 Issue Shares pursuant to the Tap Issue. Immediately following admission of the Issue Shares, no other Director will have any interest, whether beneficial or non-beneficial, in the share or loan capital of the Company.

The Takeover Code

As noted above, the proposed Tap Issue gives rise to certain potential considerations under the Takeover Code. Brief details of the Panel on Takeovers and Mergers (the "Takeover Panel"), the Takeover Code and the protections they afford are described below.

The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company resident in the United Kingdom (and to certain categories of private limited companies). The Company is a listed public company and its shareholders are entitled to the protections afforded by the Takeover Code.

Under Rule 9 of the Takeover Code, where any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares already held by that person and an interest in shares held or acquired by persons acting in concert with him or her) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person is normally required to make a general offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights in that company to acquire the balance of their interests in the company.

Rule 9 of the Takeover Code also provides that, among other things, where any person who, together with persons acting in concert with him or her, is interested in shares which in aggregate carry not less than 30 per cent. but does not hold shares carrying more than 50 per cent. of the voting rights of a company which is subject to the Takeover Code, and such person, or any person acting in concert with him or her, acquires an additional interest in shares which increases the percentage of shares carrying voting rights in which he or she is interested, then such person is normally required to make a general offer to all the holders of any class of equity share capital or other class of transferable securities carrying voting rights of that company to acquire the balance of their interests in the company.

An offer under Rule 9 must be in cash (or with a cash alternative) and at the highest price paid within the preceding 12 months to acquire any interest in shares in the Company by the person required to make the offer or any person acting in concert with him or her.

If Invesco participates in the Tap Issue and subject to the allocation of the Issue Shares, following completion of the Tap Issue Invesco may increase its interest in shares carrying voting rights of the Company from approximately 29.49 per cent. to 30 per cent. or more, which, without a waiver of the obligations under Rule 9, would oblige Invesco to make a general offer to shareholders under Rule 9 of the Takeover Code.

Dispensation from General Offer

Under Note 1 on the Notes on the Dispensations from Rule 9 of the Takeover Code, when the issue of new securities in consideration for an acquisition or a cash subscription would otherwise result in an obligation to make a general offer under Rule 9 of the Takeover Code, (the "Rule 9 Offer") the Takeover Panel would normally grant a waiver if, inter alia, the shareholders of the company who are independent of the person who would otherwise be required to make an offer and any person acting in concert with him or her (the "Independent Shareholders") pass an ordinary resolution on a poll at a general meeting (a "Whitewash Resolution") approving the proposals giving rise to the obligation to make an offer and the waiver of it by the Takeover Panel. The Takeover Panel may waive the requirement for a Whitewash Resolution to be considered at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the Takeover Code) if Independent Shareholders holding more than 50 per cent. of the company's shares capable of being voted on such a resolution confirm in writing that they would vote in favour of the Whitewash Resolution were such a resolution to be put to the shareholders of the company at a general meeting.

Following this Announcement and if the proposed allocation of Issue Shares would result in Invesco being subject to a Rule 9 Offer obligation, the Company intends to approach Independent Shareholders holding more than 50 per cent. of the Company's shares capable of being voted on such a Whitewash Resolution, and attempt to obtain confirmation in writing that they would vote in favour of the Whitewash Resolution were such a resolution to be put to the Independent Shareholders of the Company at a general meeting. Should this be achieved, the Company will subsequently approach the Takeover Panel and seek its permission to waive the requirement for a Whitewash Resolution to be considered at a general meeting (and for a circular to be prepared in accordance with Section 4 of Appendix 1 to the Takeover Code).

Shareholders should note that, assuming the requirement for a Whitewash Resolution is waived and the Tap Issue completes in such circumstances, Invesco will be interested in shares carrying more than 30 per cent. of the voting rights of the Company.

Further announcements will be made in due course in respect the closing of the Tap Issue and then in respect of the satisfaction of the conditions relating to the allotment and issue of the Issue Shares.

Change of Accounting Reference Date

The Board also announces that, following its announcement on 6 November 2015, the Company has changed its accounting reference date to 31 December and accordingly, the Company's next annual report and audited financial statements will be prepared for the period from 10 April 2015 to 31 December 2015.

For further information please contact:

Liberum Capital Limited +44 (0)20 3100 2000

Simon Atkinson

Tom Fyson

Joshua Hughes

IMPORTANT INFORMATION

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker and bookrunner to the Company in connection with the matters described in this Announcement. Persons receiving this Announcement should note that Liberum will not be responsible to anyone other than the Company for providing the protections afforded to customers of Liberum, or for advising any other person on the arrangements described in this Announcement.

Liberum has not authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Liberum for the accuracy of any information or opinions contained in this Announcement or for the omission of any information. No representation or warranty, express or implied, is made by Liberum as to the accuracy, completeness or verification of the information set out in this Announcement, and nothing contained in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Liberum does not assume any responsibility for its accuracy, completeness or verification and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Announcement or any such statement.

If you are in any doubt about the contents of this Announcement you should consult your accountant, legal or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go up as well as down. The Tap Issue will, subject to the discretion of the Company and to the extent permitted by applicable law and regulation, only be available to investors who are resident in the United Kingdom. In the United Kingdom, members of the public are not invited to participate in and are not eligible to take part in the Tap Issue. Participation in the Tap Issue is limited at all times to persons who are (i) investment professionals within the meaning of paragraph (5) of Article 19, certified high net worth individuals within the meaning of paragraph (2) of Article 48 or high net worth companies or unincorporated associations within the meaning of paragraph (2) of Article 49, of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S1 2005/1529); and (ii) qualified investors within the meaning of section 86(7) of Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

Any investment, or investment activity to which this Announcement relates, is available in the United Kingdom to relevant persons only and will be engaged in only with relevant persons. By receiving this Announcement, you are deemed to warrant to the Company and Liberum that you fall within the categories of person described above. No ordinary shares in the capital of the Company have been offered or sold or will be offered or sold to persons in the United Kingdom prior to publication of this Announcement except in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of section 102B of the FSMA.

This Announcement must not be acted on or relied upon in any member state of the EEA other than the United Kingdom.

This Announcement has been prepared on the basis that all offers of Issue Shares will be made pursuant to any exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of Issue Shares. Accordingly, any person making or intending to make any offer within the EEA of or for ordinary shares in the capital of the Company which are not the subject of the Tap Issue contemplated in this Announcement should only do so in circumstances in which no obligation arises for the Company or Liberum to produce a prospectus. Neither the Company nor Liberum has authorised, nor do they authorise, the making of any offer of ordinary shares through any financial intermediary, other than offers made by Liberum which constitute the final placement of Issue Shares contemplated in this Announcement.

In the case of any Issue Shares being offered to a financial intermediary as that term is used and defined in section 86(7) of the Financial Services and Markets Act 2000, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Issue Shares acquired by it in the Tap Issue have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Issue Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company or Liberum has been obtained to each such proposed offer or resale. Each of the Company and Liberum and their respective affiliates will rely on the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Issue Shares (i) in any jurisdiction in which such offer, invitation or solicitation is not authorised; (ii) in any jurisdiction in which the person making such offer, invitation or solicitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer, invitation or solicitation or invitation. The distribution of this Announcement and the offer of the Issue Shares may be restricted by law. Persons into whose possession this Announcement comes must therefore inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this Announcement may not be distributed, forwarded to or transmitted in, into or from the United States, Australia, Canada, Japan, South Africa, or any member state of the EEA (other than the United Kingdom) or to any US person (as defined under Regulation S of the US Securities Act of 1933, as amended). Any person within the United States and any US person who obtains a copy of this Announcement must disregard it. No public offering of the Issue Shares is being made in any jurisdiction. No action has been or will be taken by the Company or Liberum that would permit the offer of the Issue Shares or possession or distribution of this Announcement in any jurisdiction where action for that purpose is required.

All statements in this Announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or Directors concerning, among other things, the performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this Announcement. In addition, even if the performance, results of statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing. Prospective investors should specifically consider the factors identified in this Announcement which could cause actual results to differ before making an investment decision.

Appendix - Terms and Conditions of the Tap Issue

1 Introduction

1.1 Each person (a "Placee") which confirms its agreement to the Company and/or Liberum to subscribe for Issue Shares under the Tap Issue will be bound by these terms and conditions and will be deemed to have accepted them.

1.2 The Company and/or Liberum may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it/they (in its/their absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter (for the purposes of this Announcement, a "Placing Letter"). The terms of this Announcement will, where applicable, be deemed to be incorporated into such Placing Letter.

2 Agreement to subscribe for Issue Shares

Conditional on: (i) if required based on the allocation of the Issue Shares, a waiver being granted from the requirement for Invesco to make a mandatory offer for the Company's ordinary shares pursuant to Rule 9 of the Takeover Code following completion of the Tap Issue; (ii) Admission occurring and becoming effective by 8.00 a.m. 31 January 2016; and (iii) the Placing Agreement becoming otherwise unconditional in all respects and not having been terminated on or before the date of Admission, a Placee agrees to become a member of the Company and agrees to subscribe for those Issue Shares allocated to it by Liberum at the Issue Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have. Fractions of Issue Shares will not be issued.

3 Payment for Issue Shares

3.1 Each Placee must pay the relevant Issue Price for the Issue Shares issued to the Placee in the manner and by the time directed by Liberum. If any Placee fails to pay as so directed and/or by the time required, the relevant Placee's application for Issue Shares may, at the discretion of Liberum, either be rejected or accepted and in the latter case paragraph 3.2 of these terms and conditions shall apply.

3.2 Each Placee is deemed to agree that if it does not comply with its obligation to pay the relevant Issue Price for the Issue Shares allocated to it in accordance with paragraph 3.1 of these terms and conditions and Liberum elects to accept that Placee's application, Liberum may sell all or any of the Issue Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Liberum's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such Issue Shares on such Placee's behalf.

4 Representations and warranties

By agreeing to subscribe for Issue Shares, each Placee which enters into a commitment to subscribe for Issue Shares will (for itself and any person(s) procured by it to subscribe for Issue Shares and any nominee(s) for any such person(s)) be deemed to represent and warrant to each of the Company, the Investment Manager and Liberum that:

(a) in agreeing to subscribe for Issue Shares under the Tap Issue, it is relying solely on this Announcement issued by the Company and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Tap Issue. It agrees that none of the Company, the Investment Manager, Liberum or the Company's registrar (the "Registrar"), nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

(b) if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Issue Shares under the Tap Issue, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory or jurisdiction and that it has not taken any action or omitted to take any action which will or might reasonably be expected to result in the Company, the Investment Manager, Liberum or the Registrar or any of their respective officers, agents or employees or associates acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Tap Issue;

(c) it has carefully read and understands this Announcement in its entirety and acknowledges that it is acquiring Issue Shares on the terms and subject to the conditions set out in this Announcement, the Articles and the contract note and/or placing confirmation, as applicable, referred to in paragraph (k) below (the "Contract note" or the "Placing Confirmation"); or the Placing Letter (if any);

(d) it has not relied on Liberum or any person affiliated with it in connection with any investigation of the accuracy of any information contained in this Announcement;

(e) the content of this Announcement is exclusively the responsibility of the Company and its Directors and neither Liberum nor any person acting on their respective behalf nor any of their respective affiliates are responsible for or shall have any liability for any information, representation or statement contained in this Announcement or any information published by or on behalf of the Company and will not be liable for any decision by a Placee to participate in the Tap Issue based on any information, representation or statement contained in this Announcement or otherwise;

(f) it acknowledges that no person is authorised in connection with the Tap Issue to give any information or make any representation other than as contained in this Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Investment Manager or Liberum;

(g) it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services);

(h) the price per Issue Share is fixed at the Issue Price and is payable to Liberum on behalf of the Company in accordance with the terms of this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any);

(i) it has the funds available to pay in full for the Issue Shares for which it has agreed to subscribe and that it will pay the total subscription in accordance with the terms set out in this Announcement and, as applicable, as set out in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) on the due time and date;

(j) its commitment to acquire Issue Shares under the Tap Issue will be agreed orally with Liberum as agent for the Company and that a Contract Note and/or Placing Confirmation will be issued by Liberum as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Liberum to subscribe for the number of Issue Shares allocated to it at the Issue Price on the terms and conditions set out in this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) and in accordance with the Articles in force as at the date of Admission. Except with the consent of Liberum such oral commitment will not be capable of variation or revocation after the time at which it is made;

(k) its allocation of Issue Shares under the Tap Issue will be evidenced by Contract Note and/or Placing Confirmation, as applicable, confirming: (i) the number of Issue Shares that such Placee has agreed to acquire; (ii) the aggregate amount that such Placee will be required to pay for such Issue Shares; and (iii) settlement instructions to pay Liberum as agent for the Company. The terms of this Announcement will be deemed to be incorporated into that Contract Note and/or Placing Confirmation;

(l) settlement of transactions in the ordinary shares of the Company following Admission will take place in CREST but Liberum reserves the right in its absolute discretion to require settlement in certificated form if, in its opinion, delivery or settlement is not possible or practicable within the CREST system within the timescales previously notified to the Placee (whether orally, in the Contract Note and/or Placing Confirmation, in the Placing Letter or otherwise) or would not be consistent with the regulatory requirements in any Placee's jurisdiction;

(m) none of the ordinary shares of the Company have been or will be registered under the laws of any member state of the EEA (other than the United Kingdom), the United States, Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction where the extension or availability of the Tap Issue would breach any applicable law. Accordingly, the Issue Shares may not be offered, sold, issued or delivered, directly or indirectly, within any member state of the EEA (other than the United Kingdom), United States, Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction where the extension or availability of the Tap Issue would breach any applicable law unless an exemption from any registration requirement is available;

(n) it: (i) is entitled to subscribe for the Issue Shares under the laws of all relevant jurisdictions; (ii) has fully observed the laws of all relevant jurisdictions; (iii) has the requisite capacity and authority and is entitled to enter into and perform its obligations as a subscriber for Issue Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

(o) it is a person who: (i) falls within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or it is a person to whom the Issue Shares may otherwise lawfully be offered under such Order; (ii) is a qualified investor within the meaning of section 86(7) of the Financial Services and Markets Act 2000; and (iii) if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Issue Shares may be lawfully offered under that other jurisdiction's laws and regulations;

(p) in the case of any Issue Shares acquired by a Placee as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive (i) the Issue Shares acquired by it in the Tap Issue have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive 2010/73/EU, or in circumstances in which the prior consent of Liberum has been given to the offer or resale; or (ii) where Issue Shares have been acquired by it on behalf of persons in any relevant Member State other than qualified investors, the offer of those Issue Shares to it is not treated under the Prospectus Directive as having been made to such persons;

(q) if it is outside the United Kingdom, neither this Announcement nor any other offering, marketing or other material in connection with the Tap Issue constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Issue Shares pursuant to the Tap Issue unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Issue Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

(r) it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Issue Shares and it is not acting on a non-discretionary basis for any such person;

(s) if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for Issue Shares under the Tap Issue and will not be any such person on the date any such agreement to subscribe under the Tap Issue is accepted;

(t) it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other offering materials concerning the Tap Issue or the Issue Shares to any persons within the United States or to any US Persons, nor will it do any of the foregoing;

(u) no action has been taken, or will be taken, in any jurisdiction other than the United Kingdom that would permit a public offering of the Issue Shares in any country or jurisdiction where action for the purpose is required;

(v) it represents, acknowledges and agrees to the representations, warranties and agreements as set out under the heading "United States Purchase and Transfer Restrictions" in paragraph 5, below;

(w) it acknowledges that neither Liberum nor any of its affiliates, nor any person acting on Liberum's behalf is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Tap Issue or providing any advice in relation to the Tap Issue and its participation in the Tap Issue is on the basis that it is not and will not be a client of Liberum and that Liberum does not have any duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Tap Issue nor in respect of any representations, warranties, undertaking or indemnities otherwise required to be given by it in connection with its application under the Tap Issue;

(x) that, save in the event of fraud on the part of Liberum, none of Liberum or any direct or indirect subsidiaries of Liberum or any other member of Liberum's group, nor any of their respective directors, members, partners, officers and employees shall be responsible or liable to a Placee or any of its clients for any matter arising out of Liberum's role as bookrunner and financial adviser or otherwise in connection with the Tap Issue and that where such responsibility or liability nevertheless arises as a matter of law, the Placee and, if relevant, its clients, will immediately waive any claim against such persons which the Placee or any of its clients may have in respect thereof;

(y) it acknowledges that where it is subscribing for Issue Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account; (i) to subscribe for the Issue Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement; and (iii) to receive on behalf of each such account any documentation relating to the Tap Issue in the form provided by the Company and/or Liberum. It agrees that the provision of this paragraph shall survive any resale of the Issue Shares by or on behalf of any such account;

(z) it irrevocably appoints any director of the Company and any director of Liberum to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Issue Shares for which it has given a commitment under the Tap Issue, in the event of its own failure to do so;

(aa) it accepts that if the Tap Issue does not proceed or the conditions to the Placing Agreement are not satisfied or the Issue Shares for which valid applications are received and accepted are not admitted to the Official List of the FCA and to trading on the London Stock Exchange for any reason whatsoever then neither Liberum nor the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

(bb) in connection with its participation in the Tap Issue it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and terrorist financing ("Money Laundering Legislation") and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) (the "Money Laundering Directive"); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

(cc) it acknowledges that due to anti-money laundering requirements, Liberum and the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, Liberum and the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Liberum and the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it;

(dd) it is aware of, has complied with and will at all times comply with its obligations in connection with money laundering under the Money Laundering Regulations;

(ee) any personal data provided by it to the Company or Registrar will be stored both on the Registrar's computer system and manually. Such personal data is used by the Registrar to maintain the Company's register of Shareholders and mailing lists and this may include sharing such data with third parties in one or more other countries when: (a) effecting the payment of dividends and other distributions to Shareholders; and (b) filing returns of Shareholders and their respective transactions in ordinary shares in the capital of the Company with statutory bodies and regulatory authorities. Personal data may be retained on record for a period exceeding six years after it is no longer used. By becoming registered as a holder of ordinary shares in the capital of the Company a person becomes a data subject (as defined in the Data Protection Act 1998) and is deemed to have consented to the processing by the Company or the Registrar of any personal data relating to them in the manner described above.

(ff) Liberum and the Company are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to it;

(gg) the representations, undertakings and warranties contained in this Announcement are irrevocable. It acknowledges that Liberum and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Issue Shares are no longer accurate, it shall promptly notify Liberum and the Company;

(hh) where it or any person acting on behalf of it is dealing with Liberum, any money held in an account with Liberum on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Liberum to segregate such money, as that money will be held by Liberum under a banking relationship and not as trustee;

(ii) any of its clients, whether or not identified to Liberum, will remain its sole responsibility and will not become clients of Liberum for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

(jj) it accepts that the allocation of Issue Shares shall be determined by Liberum in its absolute discretion but in consultation with the Company and the Investment Manager and that Liberum may scale down any commitments for this purpose on such basis as it may determine;

(kk) time shall be of the essence as regards its obligations to settle payment for the Issue Shares and to comply with its other obligations under the Tap Issue;

(ll) authorises Liberum to deduct from the total amount subscribed under the Tap Issue the commission (if any) payable to Liberum in accordance with the terms of the Placing Agreement;

(mm) the commitment to subscribe for Issue Shares on the terms set out in this Announcement and, as applicable, in the Contract Note and/or Placing Confirmation and the Placing Letter (if any) will continue notwithstanding any amendment that may in the future be made to the terms of the Tap Issue and that it will have no right to be consulted or require that its consent be obtained with respect to the Company's conduct of the Tap Issue; and

(nn) The Company, the Investment Manager, the Registrar, Liberum will rely upon the truth and accuracy of the foregoing representations, warranties, undertakings and acknowledgements. You agree to indemnify and hold each of the Company, the Investment Manager, the Registrar, Liberum and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Announcement.

5 United States purchase and transfer restrictions

By participating in the Tap Issue, each Placee acknowledges and agrees that it will (for itself and any person(s) procured by it to subscribe for Issue Shares and any nominee(s) for any such person(s)) be further deemed to represent and warrant to each of the Company, the Investment Manager, the Registrar and Liberum that:

(a) it is not a US Person (as defined under Regulation S of the US Securities Act of 1933, as amended) and it is not acquiring the Issue Shares for the account or benefit of a US Person;

(b) it acknowledges that the Issue Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons; and

(c) it acknowledges that the Company has not registered under the Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the Investment Company Act.

The Company, the Investment Manager, Liberum and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.

If any of the representations, warranties, acknowledgments or agreements made by the Placee are no longer accurate or have not been complied with, the Placee will immediately notify the Company.

6 Supply and disclosure of information

If Liberum, the Registrar or the Company or any of their agents request any information about a Placee's agreement to subscribe for Issue Shares under the Tap Issue, such Placee must promptly disclose it to them.

7 Miscellaneous

The rights and remedies of the Company, the Investment Manager, Liberum and the Registrar under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, if a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Tap Issue will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.

Each Placee agrees to be bound by the Articles (as amended from time to time) once the Issue Shares, which the Placee has agreed to subscribe for pursuant to the Tap Issue, have been acquired by the Placee. The contract to subscribe for Issue Shares under the Tap Issue and the appointments and authorities mentioned in this Announcement and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company, the Investment Manager, Liberum and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the Placee in any other jurisdiction.

In the case of a joint agreement to subscribe for Issue Shares under the Tap Issue, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

Liberum and the Company expressly reserve the right to modify the Tap Issue (including, without limitation, the timetable and settlement) at any time before allocations are determined. The Tap Issue is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated. Further details of the terms of the Placing Agreement are set out above under the heading "The Tap Issue".