Ranger Direct Lending Fund PLC External Management & Princeton Arbitration Update (1662D)
January 29 2018 - 3:15AM
UK Regulatory
TIDMRDL
RNS Number : 1662D
Ranger Direct Lending Fund PLC
29 January 2018
29 January 2018
Ranger Direct Lending Fund plc ("Ranger" or the "Company")
Review of External Management Arrangements and Princeton
Arbitration Update
Introduction
The Company was admitted to the Premium Segment of the Official
List and to Trading on the Main Market of the London Stock Exchange
on 1 May 2015, raising GBP135 million. Approximately GBP14 million
of further equity was raised in December 2015 and approximately
GBP54 million in Zero Dividend Preference Shares was raised during
2016.
The Company invests directly and indirectly in a portfolio of
debt instruments originated or issued by non-bank direct lending
platforms. Ranger has a diverse portfolio of loans across different
industries, geographies and maturities. A comprehensive review of
the Company's portfolio as at 30 September 2017 was issued on 11
January 2018 and is available on its website at:
http://rangerdirectlending.com/documents
The Company's investment objective is to seek to provide
investors with an attractive return, principally in the form of
quarterly income distributions. In the year ended 31 December 2016,
the Company paid total dividends of 89.61 pence per share (which
related to the final quarter of 2015 and the first three quarters
of 2016). Quarterly dividends paid in the year ended 31 December
2017 (which related to the final quarter of 2016 and the first
three quarters of 2017) amounted to 101.76 pence per share. As at
30 November 2017 the NAV per share (Ex Income) of the Company was
GBP10.21 and the Company's aggregate net asset value (Ex Income)
amounted to approximately $222 million.
Third Party Valuer
As contemplated by the Company's valuation policy, the Company,
in co-ordination with its investment manager, has engaged an
established independent valuation firm to perform valuation
consulting services on the Company's portfolio (excluding the
investment in Princeton owing to a lack of available information in
respect of that investment) as at 29 December 2017.*
External Management Arrangements
Ranger is an externally managed investment company. On IPO a
management contract with Ranger Alternative Management II, LP (the
"Manager") was put in place with an initial term to 1 May 2018 and
with a rolling one year notice period thereafter. On 1 November
2017 the Board of the Company announced that it, in conjunction
with the Manager, was in discussions with potential co-managers who
could assist in and strengthen aspects of the Manager's current
role and responsibilities. In furtherance of such process and given
the need to resolve the management arrangements of the Company
going forward, the Board, following discussion with shareholders
and with the Manager, has initiated the formal process to determine
the management arrangements for the Company beyond May 2018. The
Board has appointed Kinmont to provide independent advice on this
process.
A further announcement will be made in respect of this process
in due course and parties interested in a future investment mandate
in respect of the Company's external management arrangements are
invited to contact Kinmont to register their interest.
The Company's external management arrangements are reviewed and
monitored by the Management Engagement Committee of the Company
which was established on IPO and which comprises the Company's
independent directors. The Management Engagement Committee will
direct this process on behalf of the Company.
Princeton Arbitration Update
On 26 June 2017, the Company announced that itself and the
Manager had initiated arbitration proceedings (the "Proceedings")
with JAMS (a dispute resolution provider) against the Princeton
Master Fund ("Princeton") and its general partner Princeton
Alternative Funding, LLC (the "General Partner"). The purpose of
the Proceedings was to seek to enforce Ranger's and the Manager's
rights (including, inter alia, rights concerning redemption and the
provision of financial information) against the Princeton Master
Fund and the General Partner.
The Company also announced via its monthly updates that the
arbitration proceedings initially took place over 20 November 2017
to 30 November 2017 but were continued to a four-day period from 18
January 2018 in order to accommodate proposed testimony. The
testimony is now substantially complete and the remaining witness
testimony is estimated by the Company to require an additional two
day hearing period. These additional days have been scheduled and
are expected to conclude by 9 March 2018. Following conclusion of
the testimony, the parties will submit post hearing briefings and
then the arbitration panel will have up to 30 days to make a
determination in respect of its ruling.
As previously described in the October 2017 NAV newsletter, the
Company also sued MicroBilt and related parties in the Delaware
Court of Chancery. The Princeton parties moved to force the Company
to pursue the claims against MicroBilt and its related parties
within the existing arbitration; and that motion was granted by the
arbitration panel. As a result, the Company dismissed its claims in
Delaware without prejudice and without waiving its rights to later
seek review of the arbitration panel's decision compelling
arbitration. The Company intends to refile its claims in
arbitration. The Company does not expect that the filing of such
claims in arbitration will impede or delay the arbitration panel's
decision with respect to the claims currently being pursued against
Princeton or its General Partner. The MicroBilt proceedings
continue to be conducted by the Company's attorneys on a
contingency basis as previously announced.
For further information contact:
Kinmont
Mat Thackery
+44 (0) 207 087 9100
Redleaf Communications (Media enquiries)
Elisabeth Cowell
Robin Tozer
+44 (0)20 3757 6865
IMPORTANT INFORMATION
* The valuation consulting services will consist of certain
limited procedures that the Company has identified and requested
the independent valuation firm to perform. For clarity, the Company
is ultimately and solely responsibility for determining fair value
of the investments in good faith. The identification of limited
procedures on the appointment of an independent valuer is customary
for such an appointment.
The actual outcome of any legal proceedings may be materially
affected by new information coming to light following the date of
this announcement. Any views contained herein are based on the
Company's understanding of the relevant proceedings as of the date
of this announcement.
Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
information service, should any such content be relied upon in
reaching a decision as to whether or not to acquire, continue to
hold, or dispose of, securities in the Company.
END OF ANNOUNCEMENT
LEI: 549300VGZSKYQ7C2U221
This information is provided by RNS
The company news service from the London Stock Exchange
END
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