Capital Raising and Publication of Prospectus

RNS Number : 4597H

RM Secured Direct Lending PLC

12 March 2018

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is an advertisement and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in RM Secured Direct Lending plc (the "Company" or "RMDL") or RM ZDP PLC (the "ZDP Subsidiary") (the Company and the ZDP Subsidiary together the "Issuers"). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. Any investment decision must be made exclusively on the basis of the prospectus published by the Issuers.

Any investment decision must be made exclusively on the basis of the Prospectus (defined below) which has been published today by the Issuers and any supplement thereto in connection with the admission of the New Ordinary Shares of the Company to the Official List of the UK Listing Authority with a premium listing and/or ZDP Shares of RM ZDP PLC to the Official List of the UK Listing Authority with a standard listing and to trading on the London Stock Exchange's main market for listed securities.

12 March 2018

RM Secured Direct Lending plc

&

RM ZDP PLC

CAPITAL RAISING AND PUBLICATION OF PROSPECTUS

LEI: 213800RBRIYICC2QC958

RMDL, an investment trust specialising in secured debt investments, and its wholly owned subsidiary RM ZDP PLC today announces an update on its intention to raise capital, further to previous announcements on 15 February and 5 March.

The Issuers have today published a prospectus (the "Prospectus") in relation to a proposed Offer for Subscription, Initial Placing and Initial Intermediaries Offer of:

·      an issue of C Shares at 100 pence per C Share;

·      an Initial Placing of zero dividend preference (ZDP) Shares at 100 pence per ZDP Share;

·      a Share Issuance Programme (the "Share Issuance Programme") in each case by RMDL; and

·      the implementation of a placing programme of ZDP Shares (the "ZDP Placing Programme") in each case by the ZDP Subsidiary.

The ZDP Shares will have a life of three years and, on that basis, a Final Capital Entitlement of 110.91 pence per ZDP Share on the ZDP Repayment Date (6 April 2021), equivalent to a Redemption Yield of 3.5 per cent. per annum (compounded annually) on the Initial ZDP Placing Price.

Background

RMDL had previously indicated that the Company was considering raising additional capital this year to invest in its pipeline of opportunities which in total is in excess of £150 million.

Since listing in December 2016, RMDL has grown the Portfolio to 23 debt investments diversified across 13 sectors with £86.5 million of commitments across the Ordinary Share and Existing C Share classes of which approximately £70 million has been deployed on a cash basis. Previously the Company has issued 87.3 million Ordinary or C Shares at the IPO, in December 2016 and through subsequent placings.

RMDL focuses on providing debt directly to UK SME and mid-market corporates with a good visibility over cash flow and earnings and strong management teams, with financing needs too complex for traditional UK banks. Loans are supported by tangible, bespoke security packages, predominantly secured against contracted, predictable medium to long-term cash flows and/or physical assets. The majority of individual loan values or transactions range from £2 million to £10 million with maturities of approximately 2 to 10 years. Where possible the Company aims to provide a degree of inflation protection through index-linked returns.

To date the Company has paid or declared dividends of 4.2 pence per Ordinary Share. The Company will target an annualised dividend yield of 6.5 per cent*. (on the IPO issue price of 100 pence per Ordinary Share) in the financial year to 31 December 2018 and thereafter.

Key Portfolio statistics

Weighted Average Life	3.66 years
Average Yield on Investments	8.4% - Ordinary Shares 10.29% - Existing C Shares
% of Portfolio with coupons linked to LIBOR	43%
Investments in senior secured part of capital structure	64%
Investments in junior secured part of capital structure	36%

James Robson, Chief Investment Officer of RM Funds, said:

"We have seen excellent momentum since we launched in 2016. We have raised and deployed funds quickly, including our most recent C Share issue, into attractive assets that meet our strict investment criteria. We have also exceeded our first year target return of 4% and remain on track to increase this to 6.5%* for 2018. We continue to see a number of bespoke, higher-yielding lending opportunities to established businesses that offer attractive returns profiles across a number of sectors."

This is a target only and not a profit forecast. There can be no assurance that the target can or will be met and should not be taken as an indication of the Company's expected or actual future results. Accordingly, potential investors should not place any reliance on this target in deciding whether or not to invest in the Company or assume that the Company will make any distributions at all and should decide for themselves whether or not the target dividend yield is reasonable or achievable.  Target dividend yield and net total shareholder returns are based on the IPO issue price of 100 pence per ordinary share.

Document Availability

The Prospectus will shortly be available for inspection at the National Storage Mechanism (http://www.morningstar.co.uk/uk/nsm), and also on the Company's website (https://rmdl.co.uk/) subject to applicable securities laws, and is available for viewing at the Company's registered office at Mermaid House, 2 Puddle Dock, London, EC4V 3DB.

Expected Timetable

Publication of Prospectus	12 March 2018
Offer for Subscription, Initial Placing, Initial Intermediaries Offer and Initial ZDP Placing open	12 March 2018
Latest time and date for receipt of Application Forms under the Offer for Subscription	11 a.m. on 23 March 2018
Latest time and date for receipt of application forms from Intermediaries under the Initial Intermediaries Offer	3 p.m. on 23 March 2018
Latest time and date for receipt of commitments under the Initial Placing and Initial ZDP Placing	5 p.m. on 26 March 2018
Results of the Initial Offerings announced	7 a.m. on 27 March 2018
General Meeting	28 March 2018
Results of the General Meeting announced	28 March 2018
Admission and dealings in the C Shares and ZDP Shares issued pursuant to the Initial Offerings commence	8 a.m. on 3 April 2018
Crediting of CREST Accounts in respect of C Shares and ZDP Shares issued pursuant to the Initial Offerings	3 April 2018
Share certificates in respect of C Shares and ZDP Shares issued pursuant to the Initial Offerings dispatched	week commencing 9 April 2018

Terms not otherwise defined in this announcement have the same meanings given to them in the Prospectus.

* This is a target only and not a profit forecast. There can be no assurance that the target can or will be met and should not be taken as an indication of the Company's expected or actual future results. Accordingly, potential investors should not place any reliance on this target in deciding whether or not to invest in the Company or assume that the Company will make any distributions at all and should decide for themselves whether or not the target dividend yield is reasonable or achievable.  Target dividend yield and net total shareholder returns are based on the IPO issue price of 100 pence per ordinary share.

For further information, please contact:

RM Funds - Investment Manager

James Robson

Pietro Nicholls

Tel: [phone]

Nplus1 Singer Advisory LLP - Sponsor, Financial Adviser and Broker

James Maxwell

James Hopton

Tel: [phone]

Tulchan Group - Financial PR

James Macey White

Elizabeth Snow

Tel: [phone]

International Fund Management Limited - AIFM

Chris Hickling   

Shaun Robert                                                            

Tel: [phone]

PraxisIFM Fund Services (UK) Limited - Administrator and Company Secretary

Anthony Lee

Ciara McKillop

Tel: [phone]

Solid Solutions Associates (UK) Limited - Intermediaries Offer Adviser

Nigel Morris

Tel: [phone]

About RM Secured Direct Lending

RM Secured Direct Lending Plc is a closed-ended investment trust established to invest in a portfolio of bespoke, higher-yielding secured debt instruments.

The Company aims to generate attractive and regular dividends through loans sourced or originated by the Investment Manager with a degree of inflation protection through index-linked returns where appropriate. Loans in which the Company invests are predominantly secured against assets such as real estate or plant and machinery and/or income streams such as account receivables.

For more information, please see https://rmdl.co.uk/investor-centre/

About RM Funds

RM Funds is a trading name of RM Capital Markets Limited ("RM"). RM is the Investment Manager to RM Secured Direct Lending PLC. RM specialises in alternative credit fund management, sales & trading, foreign exchange, and capital markets and advisory. Founded in 2010, with offices in Edinburgh, and London, it has transacted in excess of £50 billion of bonds and loans since its inception, and advised or originated, structured and managed the due diligence process for over £1 billion of Sterling credit transactions and approximately €700 million of Euro based transactions in each case since 2012.

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Issuers, has been approved by RM Capital Markets Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended). This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for C Share and/or ZDP Shares referred to in this announcement only on the basis of information contained in the Prospectus (and in any supplementary prospectus) and not in reliance on this announcement. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase C Shares and/or ZDP Shares. The information contained in this announcement is given at the date of its publication and is subject to updating, revision and amendment when the Prospectus is published. Nplus1 Singer Advisory LLP ("Nplus1 Singer"), which is  authorised and regulated by the Financial Conduct Authority, is acting for the Issuers only in connection with the matters described in this announcement and are 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 Nplus1 Singer or advice to any other person in relation to the matters contained in this announcement.

The C Shares and the ZDP Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States absent registration, except pursuant to an applicable exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. Moreover, the C Shares and the ZDP Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom). Further, the Issuers have not, and will not be, registered under the US Investment Company Act of 1940, as amended. The C Shares and the ZDP Shares will be offered outside of the United States pursuant to the provisions of Regulation S of the Securities Act. Subject to certain exceptions, the C Shares and the ZDP Shares may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom) or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom).

The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about and observe, any such restrictions.

None of the Issuers, Nplus1 Singer or RM, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuers, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Issuers, Nplus1 Singer and RM and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

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