PROPOSED OPEN OFFER, PLACING AND PLACING PROGRAMME

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member states of the European Economic Area (other than the United Kingdom), Canada, Australia,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

 14 November 2016

Ranger Direct Lending Fund plc

(the "Company")

PROPOSED OPEN OFFER, PLACING AND PLACING PROGRAMME

Ranger Direct Lending Fund plc announces its intention to raise up to £40 million (approximately US$50 million) before expenses through the issue of C Shares in the Company by way of an open offer and placing (the "Issue"). The proposed fundraising is anticipated to take place in early December 2016, subject to prevailing market conditions and investor demand.

The Company continues to invest in debt instruments in a disciplined manner in line with its targeted net returns to the Company of 12 to 13 per cent.* across a diversified portfolio of 12 platforms. As at 31 October 2016, secured lending accounted for over 75 per cent. of the invested portfolio, across various categories including secured SME lending, real estate loans, equipment finance and platform collateralised debt.

The Company expects to have fully deployed the proceeds of the zero dividend preference shares issued on 4 November 2016 by its wholly owned subsidiary, Ranger Direct Lending ZDP plc, by the end of December and continues to see a strong pipeline of opportunities in the secured direct lending sector to deploy funds in line with its returns target.

A prospectus containing full details of the Issue is expected to be published in the week commencing 21 November 2016 and the Issue is anticipated to close in early December.

The Company also intends to implement a placing programme for C Shares and Ordinary Shares to enable the Company to raise additional capital in the 12 month period from the date of publication of the prospectus. Any issue of C Shares and/or Ordinary Shares pursuant to the placing programme will be notified by the Company through an RIS announcement. Full details of the placing programme will be set out in the prospectus.

This announcement contains inside information.

\* The target net returns of the Company's investments are targets only and not a profit forecast.

Shareholders should be aware that the open offer will not be a rights issue and any application forms that are sent to shareholders should the offer be undertaken will not be capable of being traded.

Full risk factors associated with the Issue will be set out in any prospectus published by the Company in connection with the Issue.

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

Media enquiries

Redleaf Polhill PR [email protected]

Rebecca Sanders-Hewett + 44 (0)20 7382 4731

David Ison

Susie Hudson

Important information

This is a financial promotion and is not intended to be investment advice.

This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Liberum Capital Limited ("Liberum"), which is authorised and regulated by the Financial Conduct Authority.

Shareholders' capital is at risk in connection with an investment in the Company. The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested.

This announcement is an advertisement and does not constitute a prospectus relating to the Company 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 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. The subscription for shares in the Company is 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. Copies of the prospectus published by the Company will be available free of charge from the Company's registered office.

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, and will not 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 may include "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. 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.

Each of Liberum, Fidante Partners Europe Limited ("Fidante") and Stone Mountain Capital Ltd ("Stone Mountain") is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and 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 its clients or advice to any other person in relation to the matters contained herein. Neither Liberum, Fidante, Stone Mountain nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.