TIDMRMDL TIDMTTM TIDMTTM
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
GBP11,329,363 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 GBP10,869,950.
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: 0131 603 7060
Nplus1 Singer Advisory LLP - Sponsor, Financial Adviser and
Broker
James Maxwell
James Hopton
Tel: 020 7496 3000
Tulchan Group - Financial PR
James Macey White
Elizabeth Snow
Tel: 0207 353 4200
International Fund Management Limited - AIFM
Chris Hickling
Shaun Robert
Tel: 01481 737600
PraxisIFM Fund Services (UK) Limited - Administrator and Company
Secretary
Anthony Lee
Ciara McKillop
Tel: 020 7653 9690
Solid Solutions Associates (UK) Limited - Intermediaries Offer
Adviser
Nigel Morris
Tel: 020 7549 1613
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 GBP50 billion of bonds and loans since its
inception, and advised or originated, structured and managed the
due diligence process for over GBP1 billion of Sterling credit
transactions and approximately EUR700 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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