RMDL.L Regulatory News (RMDL)

16 July 2018

RM Secured Direct Lending Plc

("RMDL" or the "Company")

LEI: 213800RBRIYICC2QC958

C Share Conversion Ratio

RMDL, an investment trust specialising in secured debt investments, is pleased to announce the ratio of the C Share conversion.

The Conversion Ratio, as calculated in accordance with the terms set out in the Company's articles of association, is 0.99822092 Ordinary Shares for each C Share which is held on the record date of 18 July 2018, which will be last day for trading in the C Shares on the London Stock Exchange. The NAVs per share were based on the NAVs as at close of business on 30 June 2018, being the Calculation Date. Entitlements will be rounded down to the nearest whole Ordinary Share.

On the basis of the Conversion Ratio, a holder of 1,000 C Shares will receive 998 new Ordinary Shares upon Conversion.

Applications have been made for 11,309,207 Ordinary Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). Admission is expected to occur at 8.00 a.m. on 19 July 2018.

The Ordinary Shares arising on Conversion will rank pari passu with, and will have the same rights as, the Ordinary Shares of the Company already in issue, including the right to receive dividends declared subsequent to Admission.

Total Voting Rights

Following the issuance of the new Ordinary Shares, the Company's total issued share capital will consist of 98,724,581 Ordinary Shares with one voting right per share. The Company does not hold any Ordinary Shares in Treasury. The above figure of 98,724,581 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined, capitalised terms in this announcement shall have the meaning given to them in the prospectus dated 12 March 2018.

For further information, please contact:

RM Funds - Investment Manager

James Robson

Pietro Nicholls

Tel: 0131 603 7060

Nplus1 Singer Advisory LLP - Sponsor, Financial Adviser and Broker

James Maxwell

Lauren Kettle

Tel: 020 7496 3000

Tulchan Group - Financial PR

James Macey White

Elizabeth Snow

Tel: 0207 353 4200

International Fund Management Limited - AIFM

Chris Hickling

Shaun Robert

Tel: 01481 737600

PraxisIFM Fund Services (UK) Limited - Administrator and Company Secretary

Anthony Lee

Ciara McKillop

Tel: 020 7653 9690

About RM Secured Direct Lending

RM Secured Direct Lending Plc is a closed-ended investment trust established to invest in a portfolio of secured debt instruments.

The Company aims to generate attractive and regular dividends through loans sourced or originated by the Investment Manager with a degree of inflation protection through index-linked returns where appropriate. Loans in which the Company invests are predominantly secured against assets such as real estate or plant and machinery and/or income streams such as account receivables.

For more information, please see https://rmdl.co.uk/investor-centre/

About RM Funds

RM Funds is a trading name of RM Capital Markets Limited ("RM"). RM is the Investment Manager to RM Secured Direct Lending PLC. RM specialises in alternative credit fund management, sales & trading, foreign exchange, and capital markets and advisory. Founded in 2010, with offices in Edinburgh, and London, it has transacted in excess of £50 billion of bonds and loans since its inception, and advised or originated, structured and managed the due diligence process for over £1 billion of Sterling credit transactions and approximately €700 million of Euro based transactions in each case since 2012.