TIDMRDLZ
RNS Number : 3335N
Ranger Direct Lending ZDP PLC
24 October 2016
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is not for publication, release or distribution in the United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.
24 October 2016
Ranger Direct Lending ZDP PLC
(the "Company")
Publication of Prospectus and Proposed Issue of ZDP Shares
The Company announces it has today published a prospectus (the
"Prospectus") in relation to a placing programme ("Placing
Programme") of zero dividend preference shares ("ZDP Shares"),
commencing with a target initial placing of up to 25 million ZDP
Shares at a placing price of 103.5 pence each ("Placing Price") to
raise gross proceeds of approximately GBP25.9 million(1) (the
"Placing").
The Company is being advised by Liberum, which is acting as
Financial Adviser, Bookrunner and Placing Agent.
Key highlights:
The ZDP Shares will rank pari passu with the Company's existing
zero dividend preference shares and have the same final capital
entitlement of 127.63 pence per ZDP Share on the ZDP repayment date
(31 July 2021), equivalent to a gross redemption yield of 4.52 per
cent. per annum on the Placing Price.
Under the Placing Programme, Ranger Direct Lending ZDP PLC may
issue up to 75 million New ZDP Shares (inclusive of amounts raised
under the Placing). All subsequent issuance of ZDP Shares under the
Placing Programme will be subject to existing cover and hurdle rate
tests, as set out in the Prospectus.
On the basis of the Assumptions set out in the Prospectus,
assuming 25 million ZDP Shares are issued, the ZDP Shares will have
a Final Cover of 3.36 times and a Hurdle Rate of -22.7 per
cent.
The Board of Ranger Direct Lending Fund plc has agreed that the
permitted amount of Bank Borrowings be reduced by the aggregate
gross proceeds of any issue of ZDP Shares effected after the date
of the Prospectus.
Expected timetable:
Publication of Prospectus 24 October 2016
Latest time and date for 4pm on 1 November 2016
commitments under the Placing
Publication of results of 2 November 2016
the Placing
Admission and commencement 8.00 a.m. on 4 November
of dealings in the ZDP Shares
issued under the Placing
A copy of the Prospectus, will shortly be available on the
Company's website at
www.rangerdirectlending.uk/ranger-direct-lending-zdp-plc/. 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.
(1) The Directors have reserved the right, to increase the size
of the Issue to up to 35 million ZDP Shares if overall demand
exceeds 25 million ZDP Shares, with any such increase being
announced through a Regulatory Information Service.
For further information, please contact:
Capita Company Secretarial Services Limited +44 (0)20 7954 9531
Secretary
Ranger Capital Group via Redleaf PR
Bill Kassul
Scott Canon
Liberum +44 (0)20 3100 2000
Simon Atkinson
Joshua Hughes
Media enquiries ranger@redleafpr.com
Redleaf Communications + 44 (0)20 7382 4731
Rebecca Sanders-Hewett
David Ison
Sam Modlin
Important information
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.
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. Copies of the prospectus will be available from
the Company's registered office.
Recipients of this announcement who are considering acquiring
ZDP 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 ZDP 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 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). ZDPco 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.
Liberum, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDILLFVRIDLSFIR
(END) Dow Jones Newswires
October 24, 2016 12:40 ET (16:40 GMT)
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