Close of Tap Issue

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

Neither this Announcement nor any part of it constitutes an offer or invitation to underwrite, an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, any member state of the European Economic Area (other than the United Kingdom) or any jurisdiction in which such publication or distribution would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, South Africa, Japan or any member state of the European Economic Area (other than the United Kingdom).

CAPITALISED TERMS USED BUT NOT DEFINED IN THIS ANNOUNCEMENT HAVE THE SAME MEANINGS AS SET OUT IN THE ISSUE ANNOUNCEMENT RELEASED BY THE COMPANY EARLIER TODAY. 

4 December 2015

RANGER DIRECT LENDING FUND PLC (the "Company")

Close of Tap Issue of New Ordinary Shares

Further to the announcement made earlier today, the Board of the Company is pleased to announce that the Tap Issue of new ordinary shares has closed subject to Admission ("the Issue").

A total of 1,348,650 new ordinary shares have been conditionally placed by Liberum. The Issue Shares were placed at a price of £10.45 per share, which is anticipated to raise gross proceeds of approximately £14.1 million. The Issue Shares represent 9.99% of the issued ordinary share capital of the Company prior to the Issue. The Issue was over-subscribed.

Upon Admission, funds managed by Invesco Asset Management Limited ("Invesco") will be interested in 5,179,918 ordinary shares of the Company, representing 34.9 per cent. of the Company's enlarged issued ordinary share capital following the Tap Issue. As such and as contemplated in the earlier announcement, Admission is conditional, inter alia, upon Invesco receiving a waiver from the requirement under Rule 9 of the Takeover Code for it to make a mandatory offer to the holders of all of the ordinary shares in the Company ("Waiver").

The Issue Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company. This includes the right to receive all dividends and other distributions declared or paid in respect of such ordinary shares by reference to a record date after the date of Admission of the Issue Shares.

A further announcement will be made in due course in respect of the satisfaction of conditions relating to the allotment and issue of the Issue Shares.

Subject to the Waiver being received, application will be made for the Issue Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange.

Director / PDMR Shareholding

Pursuant to the Issue and conditional on Admission, the Company announces the following changes to the share interests of directors/persons discharging managerial responsibilities ("PDMRs") and their connected persons:

This notification is made in accordance with Disclosure and Transparency Rule 3.1.

For further information please contact:

Liberum Capital Limited +44 (0)20 3100 2000

Simon Atkinson

Tom Fyson

Joshua Hughes

IMPORTANT INFORMATION

Liberum 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.