Result of Share Issues

RNS Number : 1519J

RM Secured Direct Lending PLC

27 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 CONTAINS INSIDE INFORMATION

27 March 2018

RM Secured Direct Lending plc

("RMDL" or the "Company")

&

RM ZDP PLC

Result of Offer for Subscription, Initial Placing and Intermediaries Offer of C Shares and Initial Placing of ZDP Shares

LEI: 213800RBRIYICC2QC958 and 213800QYQTLY4A32F885

RMDL, an investment trust specialising in secured debt investments, announces the results of the Offer for Subscription, Initial Placing and Intermediaries Offer of C Shares (the "Issue") and Initial Placing of ZDP Shares (the "Initial ZDP Placing").

Results of the Offer for Subscription, Initial Placing and Initial Intermediaries Offer of C Shares

The Company announces that it has raised gross proceeds of £11,329,363 pursuant to the Offer for Subscription, Initial Placing and Initial Intermediaries Offer of C shares of 10 pence each ("C Shares") at a placing price of 100 pence each. The Board of the Company has authorised the issue and the allotment of 11,329,363 C Shares.

The Issue is conditional, inter alia, on (i) the passing of the Resolutions at the General Meeting to be held at 11.00 a.m. on Wednesday 28 March 2018, (ii) the Placing Agreement becoming wholly unconditional and not having been terminated in accordance with its terms and (ii) admission of the C Shares to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. It is expected that such admission will become effective, and dealings on the London Stock Exchange will commence, on 3 April 2018, when CREST accounts will be credited with uncertificated Ordinary Shares.

Results of the Initial Placing of ZDP Shares

The Company announces that 10,869,950 zero dividend preference shares of 1 pence each in RM ZDP plc (the "ZDP Shares") have been placed at a placing price of 100 pence each to raise gross proceeds of £10,869,950.

The Initial ZDP Placing is conditional, inter alia, on (i) the passing of the Resolutions at the General Meeting to be held at 11.00 a.m. on Wednesday 28 March 2018, (ii) the Placing Agreement becoming wholly unconditional and not having been terminated in accordance with its terms and (iii) admission of the ZDP Shares to the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. It is expected that such admission will become effective, and dealings on the London Stock Exchange will commence, on 3 April 2018, when CREST accounts will be credited with uncertificated ZDP Shares.

C Share Information

The C Shares will convert into Ordinary Shares ranking pari passu with the existing Ordinary Shares on the basis of the conversion ratio which will be calculated, inter alia, on the earlier of (i) 85 per cent. of the assets attributable to the C Share class have been invested ("Conversion"); or (ii) six months after Admission.

Any income earned on C Shares prior to Conversion will be attributable in full to holders of C Shares. Ordinary Shares arising on Conversion will rank pari passu with the Ordinary Shares in issue at the time of Conversion but will not be entitled to participate in any dividends or other distributions declared or payable in respect of the Ordinary Shares prior to Conversion.

Total Voting Rights of RM Secured Direct Lending plc

Following Admission, the Company will have 87,415,374 Ordinary Shares and 11,329,363 C Shares in issue. The C Shares carry the right to receive notice of, attend and vote at general meetings of the Company. The Company does not hold any Ordinary Shares in Treasury. Therefore, the total number of voting rights of the Company will be 98,744,737 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Save for expressions defined in this announcement, words and expressions defined in the Circular and Prospectus published on 5 March 2018 and 12 March 2018 respectively, shall have the same meaning in this announcement. The Circular and Prospectus are available on the Company's website which is located at https://rmdl.co.uk/investor-centre/.

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.

Important Information

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.

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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