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The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member states of the European Economic Area (other than the United Kingdom), Canada, Australia,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

 22 July 2016

Ranger Direct Lending Fund PLC

(the "Company")

ZDP Share Issue Update

Further to the announcement dated 6 June 2016, the Company is pleased to announce that it has successfully conditionally placed 30 million zero dividend preference shares ("ZDP Shares") at 100 pence per share to raise gross proceeds of £30 million ("Placing").

The Placing is conditional upon, inter alia, the publication of a prospectus and admission of the ZDP Shares to the standard segment of the Official List, and to trading on the London Stock Exchange's main market for listed securities ("Admission").

The Company is being advised by Liberum who are acting as Financial Adviser, Broker and Placing Agent.

Key highlights:

· The ZDP Shares will have a life of five years and a final capital entitlement of 127.63 pence per ZDP Share on the ZDP repayment date, equivalent to a redemption yield of 5.0 per cent. per annum on the placing price.

· A new wholly owned subsidiary of the Company, Ranger Direct Lending ZDP PLC, has been formed to issue the ZDP Shares.

· Admission is expected to take place at 8.00am on 1 August 2016.

A prospectus relating to the Placing is expected to be published on 26 July 2016 and will be made available on the Company's website www.rangerdirectlending.uk.

For further information, please contact:

Capita Company Secretarial Services Limited +44 (0)20 7954 9531

Secretary

Ranger Capital Group Bill Kassul via Redleaf PR 

Scott Canon

Liberum +44 (0)20 3100 2000

Simon Atkinson

Tom Fyson

Joshua Hughes

Media enquiries ranger@redleafpr.com

Redleaf Communications + 44 (0)20 7382 4731

Rebecca Sanders-Hewett

David Ison

Sam Modlin

Important information

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

This announcement is an advertisement and does not constitute a prospectus relating to Ranger Direct Lending Fund plc (or any subsidiary thereof) 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 the Company (or any subsidiary thereof) 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. Copies of any prospectus, if issued in connection with the ZDP Shares, will be available from the Company's registered office in due course.

Recipients of this announcement who are considering acquiring ZDP Shares following publication of a prospectus (if issued) are reminded that any such acquisition must be made only on the basis of the information contained in such prospectus which may be different from the information contained in this announcement. A subscription for ZDP Shares will be subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

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). Neither the Company, nor any subsidiary through which ZDP Shares may be issued, has been, or will 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 includes "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, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services) are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational 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 formal prospectus which may be issued in connection with the ZDP Shares in due course. 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.

Liberum Capital Limited, 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 Capital Limited or advice to any other person in relation to the matters contained herein. Neither Liberum Capital Limited 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 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.