Admission of C Shares

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member state of the European Economic Area (other than the United Kingdom), Canada, Australia,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

16 December 2016

Ranger Direct Lending Fund PLC

(the "Company")

Completion of Open Offer and Initial Placing Announcement

Further to the announcement made by the Company on 13 December 2016, the Company is pleased to announce that 1,611,041 C Shares issued pursuant to the Open Offer and Initial Placing were admitted to trading on the London Stock Exchange's main market for listed securities today under the ticker "RDLC".

Total Voting Rights

In accordance with the Disclosure and Transparency Rule 5.6.1, the issued share capital and voting rights of the Company as at 16 December 2016, are as follows:

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IMPORTANT INFORMATION

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States.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). The Company has not been, nor 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.

Each of Liberum Capital Limited ("Liberum"), Fidante Capital Europe Limited ("Fidante") and Stone Mountain Capital Ltd ("Stone Mountain"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom (Stone Mountain as an authorised representative), 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, Fidante and Stone Mountain (as applicable) or advice to any other person in relation to the matters contained herein. Neither Liberum, Fidante and Stone Mountain nor any of their respective 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.