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The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member states of the European Economic Area (other than the United Kingdom), Canada, Australia,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

CAPITALISED TERMS USED BUT NOT DEFINED IN THIS ANNOUNCEMENT HAVE THE SAME MEANINGS AS SET OUT IN THE ANNOUNCEMENTS RELEASED BY THE COMPANY ON 4 DECEMBER 2015.

 11 December 2015

RANGER DIRECT LENDING FUND PLC (The "Company")

Tap Issue Update

Further to the announcements made on 4 December 2015, the Board of Directors of the Company is pleased to provide an update regarding the Company's proposed Tap Issue of new ordinary shares.

Admission of the Issue Shares described in the Company's announcements of 4 December 2015 was conditional upon, amongst other things, Invesco Asset Management Limited, acting as agent for and on behalf of its discretionary managed clients (together "Invesco"), being granted 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. This waiver has now been received.

As a result, Admission of the Issue Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange is expected to take place on 16 December 2015.

For further information please contact:

Further Information

Waiver of Rule 9

The Tap Issue described in the Company's announcement on 4 December 2015 gave rise to certain considerations under the Takeover Code. Brief details of 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.

Following Admission, Invesco will have increased its interest in shares carrying voting rights of the Company from approximately 29.49 per cent. to 34.9 per cent. of the enlarged share capital, 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.

The Company approached Independent Shareholders holding 62.33 per cent. of the Company's shares capable of being voted on such a resolution, and obtained confirmation 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. The Company subsequently approached the Takeover Panel and successfully obtained 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, following Admission, Invesco will be interested in shares carrying more than 30 per cent. of the voting rights of the Company and (for so long as they continue to be treated as acting in concert) would not be able to acquire further Ordinary Shares without incurring an obligation to make an offer to Shareholders of the Company under Rule 9.

IMPORTANT INFORMATION

Liberum Capital Limited ("Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, 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 or advice to any other person in relation to the matters contained herein.

Neither Liberum nor any of its 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 form, 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.

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. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States. The Company has not been, and will not be, registered under the US 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.