PROPOSED PLACING UNDER PLACING PROGRAMME
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTE" TOWARDS THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.
RM Secured Direct Lending plc ("RMDL" or the "Company")
Proposed Placing under Placing Programme
LEI: 213800RBRIYICC2QC958
RMDL, an investment trust specialising in secured debt investments, announced on 8 January 2019 that it had deployed all cash available for investment and has subsequently utilised some its £10m Revolving Credit Facility ("RCF"). Since then, the Company has fully committed its RCF and the Investment Manager continues to identify an attractive pipeline of opportunities across a range of sectors in line with the Company's investment strategy.
Accordingly, the Company wishes to proceed with a placing of new Ordinary Shares (the "Placing") to satisfy demand for new shares and to provide additional funding for investment opportunities, which over time will enable the Company to further diversify its existing portfolio, spread the fixed costs of running the Company across a wider base and increase secondary market liquidity for investors.
The Company has a placing programme in place pursuant to the prospectus published by the Company on 12 March 2018 (respectively the "Placing Programme" and the "Prospectus"). The new Ordinary Shares will be issued at a Placing Price of 100 pence per Ordinary Share. The Placing Price represents a discount of 1.5 per cent. to the closing mid-market price per Ordinary Share of 101.5 pence at close of business on 27 February 2019, and a premium of 2.4 per cent. to the Company's NAV per Ordinary Share as at 31 January 2019, as announced on 18 February 2019. The new Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares in issue, including for dividends save that the new Ordinary Shares will not be entitled to receive the dividend declared on 27 February 2019 in respect of the period from 1 October 2018 to 31 December 2018.
The proposed Placing will take place through the Company's broker, N+1 Singer Advisory LLP ("N+1 Singer").
The proposed Placing shall commence immediately following this announcement and is expected to close at 1.30 p.m. (London time) on 7 March 2019, but may be closed earlier or later at the discretion of the Company and N+1 Singer. The final number of new Ordinary Shares will be agreed between the Company and N+1 Singer following close of the Placing, and announced shortly thereafter.
N+1 Singer may choose to accept applications, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale back any applications for this purpose on such basis as the Company and the N+1 Singer may determine. N+1 Singer may also, notwithstanding the above and subject to the prior consent of the Company: (i) allocate new Ordinary Shares after the time of any initial allocation to any person submitting an application after that time, and (ii) allocate new Ordinary Shares after the Placing has closed to any person submitting an application after that time. The Company's Board, in consultation with the N+1 Singer, may also decide not to proceed with the Placing for any reason. In this case, an announcement will be made by the Company.
Applications will be made to the UK Listing Authority and the London Stock Exchange for the new Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on London Stock Exchange's main market ("Admission"). It is expected that Admission will become effective on 11 March 2019 and that dealings in the new Ordinary Shares will commence at that time.
The Placing is being made pursuant to the terms and conditions set out in Part 12 (Section B) of the Prospectus. Investors are invited to apply for new Ordinary Shares pursuant to the Placing by contacting their usual contact at N+1 Singer.
A copy of the Prospectus is available on the National Storage Mechanism (http://www.morningstar.co.uk/uk/nsm) as well as on the Company's website (https://rmdl.co.uk/).
Expected Timetable
Each of the times and dates set out below and mentioned elsewhere in this document may be adjusted by the Company, in which event details of the new times and dates will be announced via a Regulatory Information Service. References to a time of day are to London time.
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Placing opens |
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28 February 2019 |
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Latest time and date for commitments under the Placing |
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1.30 p.m. on 7 March 2019 |
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Trade date |
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8 March 2019 |
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Admission |
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8.00 a.m. on 11 March 2019 |
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Crediting of CREST stock accounts in respect of the new Ordinary Shares |
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11 March 2019 |
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Unless otherwise defined, capitalised terms in this announcement shall have the meaning given to them in the Prospectus.
For further information, please contact:
RM Capital Markets Limited - Investment Manager
James Robson
Pietro Nicholls
Tel: 0131 603 7060
Nplus1 Singer Advisory LLP - Sponsor, Financial Adviser and Broker
James Maxwell
Lauren Kettle
Tel: 020 7496 3000
Tulchan Group - Financial PR
James Macey White
Elizabeth Snow
Tel: 0207 353 4200
International Fund Management - 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
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.
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Important Information
Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions referred to herein are directed in the United Kingdom only at persons selected by N+1 Singer who are "investment professionals" falling within Article 19(1) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc" falling within Article 49(2)(A) to (D) of the FPO, or persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the terms and conditions referred to herein must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom who are Relevant Persons.
The new Ordinary Shares that are the subject of the Placing are not being offered or sold to any person in the European Union, other than to "qualified investors" as defined in Article 2(1) of Directive 2003/71/EC, which includes legal entitles which are regulated by the Financial Conduct Authority or entities which are not so regulated whose corporate purpose is solely to invest in securities.
All offers of new Ordinary Shares will be made pursuant to the Prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.
The information in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is not intended, and should not be construed, as an offer of securities for sale or subscription in the United States or any other jurisdiction. Any purchase of Ordinary Shares should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with the Placing Programme and Admission.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no offer of the Shares in the United States, Australia, Canada, South Africa or Japan.
N+1 Singer is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and is acting exclusively for the Company and no-one else in connection with the Placing Programme and Admission. They will not regard any other person as their respective clients in relation to the Placing Programme and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing Programme and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of the Company, the Investment Manager or N+1 Singer 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 Company 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 Company, the Investment Manager and N+1 Singer 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 announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's board of directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward- looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward looking statements speak only as of the date of this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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