Publication of a Prospectus

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member states of the European Economic Area (other than the United Kingdom), Canada, Australia,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

21 November 2016

Ranger Direct Lending Fund PLC

(the "Company")

Publication of Prospectus and Proposed Open Offer, Placing and Placing Programme

Further to the announcement by the Company on 14 November 2016, the Company announces that it has today published a prospectus (the "Prospectus") in connection with a proposed issue of C Shares by way of Open Offer and Initial Placing to raise up to £40 million (approximately US$50 million) (the "Issue"). The Prospectus also puts in place a Placing Programme of Ordinary Shares and/or C Shares to raise up to £200 million (inclusive of the amount raised under the Issue).

The Company believes that Debt Instruments originated or issued by Direct Lending Platforms are an attractive and growing asset class that have the potential to provide higher returns for investors than other, more widely available, fixed income products. As banks continue to retreat from SME lending as a result of new regulatory requirements, opportunities are presenting themselves for Direct Lending Platforms that typically focus on a particular category of borrower and/or underlying industry asset class.

The Board believes that there is substantial available deployment capacity amongst existing and new potential platforms for investments with net returns in line with its risk and return targets. The proceeds from the Issue will enable the Company to take advantage of a strong pipeline of attractive investment opportunities.

Liberum Capital Limited ("Liberum") and Fidante Partners Europe Limited ("Fidante") have been appointed as Joint Bookrunners in connection to the Issue. Stone Mountain Capital Limited ("Stone Mountain") has been appointed as Placing Agent in connection with the Issue.

Key highlights:

· The Issue is for up to 4,000,000 C Shares at £10 per C Share to raise gross proceeds of up to £40 million.

· The Issue will comprise 2,474,775 C Shares under the Open Offer and 1,525,225 C Shares under the Initial Placing.

· Existing Shareholders are entitled to subscribe under the Open Offer for up to an aggregate of 2,474,775 C Shares pro rata to their holdings of existing Ordinary Shares on the basis of 1 C Share for every 6 Ordinary Shares held.

· The balance of any C Shares not taken up under the Open Offer will be made under the Excess Application Facility and/or the Initial Placing in such proportion as is determined by the Directors.

· To support the Company's growth the Company is proposing to put in place a Placing Programme to raise up to £200 million by way of the Issue and Placing Programme. All subsequent issuances of Ordinary Shares and/or C Shares under the Placing Programme will be subject to terms and conditions as set out in the Prospectus.

Expected timetable:

A copy of the Prospectus will shortly be available on the website of the Company at www.rangerdirectlending.uk. Copies of the Prospectus are also available free of charge during normal business hours from the Company's registered office, 40 Dukes Place, London EC3A 7NH.

The Prospectus has been submitted to the National Storage Mechanism and will shortly be available at http://www.morningstar.co.uk/uk/NSM.

This announcement contains inside information.

For further information, please contact:

Important information

This announcement which has been prepared by, and is the sole responsibility of, the Directors of Ranger Direct Lending Fund plc has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Liberum Capital Limited, which is authorised and regulated by the Financial Conduct Authority.

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.

Recipients of this announcement who are considering acquiring C Shares are reminded that any such acquisition must be made only on the basis of the information contained in the prospectus which may be different from the information contained in this announcement. The Subscription for C Shares 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.

This document 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 document 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, investment strategy, plans and objectives are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and 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 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 and 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. None of Liberum, Fidante and 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.