RMDL.L Regulatory News (RMDL)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the announcement of the Placing under the Placing Programme announcement released yesterday.

19 October 2017

RM Secured Direct Lending Plc

("RMDL" or the "Company")

Result of Placing under Placing Programme

£30 million successfully raised through existing and new shareholders

On 18 October 2017, RMDL announced its intention to issue shares in the Company (the "C Shares") in response to current demand from investors, under the Placing Programme by way of a placing of C Shares (the "Placing"), as detailed in the Company's prospectus dated 24 November 2016 (the "Prospectus"). N+1 Singer acted as placing agent for the Placing.

The Company is pleased to announce that the Placing has now closed, raising £30 million (before costs and expenses) through the issue of 30 million C Shares at a price of £1 per share.

The Placing is conditional upon the admission of the C Shares to listing on the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission"), for which application has been made. It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 25 October 2017.

The C Shares will convert into Ordinary Shares ranking pari passu with the existing Ordinary Shares on the basis of the conversion ratio which will be calculated, inter alia, on the earlier of (i) 85 per cent. of the assets attributable to the C Share class have been invested ("Conversion"); or (ii) six months after Admission.

Any income earned on C Shares prior to Conversion will be attributable in full to holders of C Shares. Ordinary Shares arising on Conversion will rank pari passu with the Ordinary Shares in issue at the time of Conversion but will not be entitled to participate in any dividends or other distributions declared or payable in respect of the Ordinary Shares prior to Conversion.

The net proceeds of the Placing will, after deducting all expenses of the Placing, which are fixed at 2 per cent. of the gross proceeds of the Placing, be used to invest in an attractive pipeline of opportunities across a range of sectors in accordance with the Company's investment policy.

Upon Admission, the C Shares will trade under the ticker RMCC (ISIN: GB00BD884W63).

Following Admission, the Company will have 57,300,000 Ordinary Shares and 30,000,000 C Shares in issue. The C Shares carry the right to receive notice of, attend and vote at general meetings of the Company. Therefore, the total number of voting rights of the Company will be 87,300,000 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company.

The definitions used in this announcement are as set out in the Prospectus.

Norman Crighton, Chairman, said:

"We are delighted with the positive response to this issue of C Shares. This success is due to the performance generated by the full commitment of funds raised at the Initial Public Offering in December 2016 and the further issue of shares in May of this year. The proceeds of the C Share issue will be used to invest in the substantial pipeline of opportunities sourced by the team at RM Capital. These potential investments are across a range of sectors, are supported by strong security packages and have good visibility of cash flows."

Expected timetable*

* The dates and times specified are subject to change without further notice. All references to times in this Announcement are to London time unless otherwise stated. All changes to the expected Placing timetable will be notified by the Company through a Regulatory Information Service..

A copy of the Prospectus published on 24 November 2016 is available on the National Storage Mechanism at: www.morningstar.co.uk/uk/nsm as well as on the Company's website at: www.rm-funds.co.uk. 

For further information, please contact:

RM Capital Markets Limited - Investment Manager

James Robson

Pietro Nicholls

Tel: 0131 603 7060

Nplus1 Singer Advisory LLP - Sponsor, Financial Adviser and Broker

James Maxwell

James Hopton

Tel: 020 7496 3000

Tulchan Group - Financial PR

James Macey White

Elizabeth Snow

Tel: 0207 353 4200

International Fund Management - 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://rm-funds.co.uk/rmdl/investor-relations/ 

Important Information

The content of this announcement has been prepared by, and is the sole responsibility of, RM Secured Direct Lending plc.

The distribution of this announcement and the Placing in certain jurisdictions may be restricted by law. No action has been taken by the Company or Nplus1 Singer Advisory LLP ("N+1 Singer") that would permit an offering of the C Shares or possession or distribution of this announcement or any other offering or publicity material relating to such C Shares in any jurisdiction (other than the United Kingdom) where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company or N+1 Singer to inform themselves about, and to observe, such restrictions.

No representation or warranty, express or implied, is made or given by or on behalf of the Company, N+1 Singer, or the Investment Manager or any of their respective directors, partners, officers, employees, agents or advisers or any other person (whether or not referred to in this announcement) as to the accuracy, completeness or fairness of the information contained herein and no responsibility or liability is accepted by any of them for any such information or opinions.

This announcement does not constitute or form part of, and should not be considered as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction, including the United States, 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, any contract or investment decision whatsoever, in any jurisdiction.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Placing. N+1 Singer is not responsible for the contents of this announcement. This does not limit or exclude any responsibilities which N+1 Singer may have under FSMA or the regulatory regime established thereunder or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable.