Gresham Capital CLO IV B.V. - Irish Stock Exchange

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account manager. In September 1995 she was a founder and became a managing director of IMFC Management B.V. a company specialising in the management and administration of holding and finance companies. Mrs. Perret Gentil was appointed as a supervisory director of Structured Finance Management (Netherlands) B.V. in October 2005. Mr. Geert Kruizinga is a Higher National Business School graduate, specialised in accounting. He worked for the Citco Group in Curaçao and Amsterdam as an accountant and senior account manager in the Mutual Fund Administration Department for over 12 years. Mr. Kruizinga joined IMFC in 1999 as the finance director. Mr. Kruizinga was appointed as a managing director of Structured Finance Management (Netherlands) B.V. in October 2005. Mr. Kruizinga is responsible for the accounting department of Structured Finance Management (Netherlands) B.V. Mr. Henry S. Leijdesdorff is a lawyer, graduate of the University of Leiden. He started his professional career in 1980 with the trust division of the Citco Group in Curaçao. After his four-year stay in the Caribbean, he moved to the offices of Citco in Amsterdam where he was the managing director from 1991. In September 1995 he was a founder and became a managing director of IMFC Management B.V. Mr. Leijdesdorff was appointed as a managing director of Structured Finance Management (Netherlands) B.V. in October 2005. Structured Finance Management (Netherlands) B.V. specialises in the management, administration and ownership of special purpose vehicles related to asset securitisation and other secured finance transactions. Capital and Shares The Issuer’s issued share capital is €20,000, which is fully paid up and divided into 20 shares with a nominal value of €1,000 each. Capitalisation The capitalisation of the Issuer as at the date of this Prospectus, adjusted for the issue of the Notes and the Total Commitments, is as follows: Share Capital € Issued and fully paid 20 ordinary registered shares of €1,000 each 20,000 Loan Capital € Commitment under Class A1A Notes 75,000,000 Class A1B Notes 75,000,000 Class A2 Notes 48,800,000 Class B Notes 24,130,000 Class C Notes 21,900,000 Class D Notes 22,020,000 Class E Notes 10,780,000 Class N Notes 32,800,000 Total Capitalisation 310,450,000* * This assumes that the Class A1A Notes are fully drawn as of the Issue Date. Indebtedness The Issuer has no indebtedness as at the date of this Prospectus, other than that which the Issuer has incurred or shall incur in relation to the transactions contemplated herein. Holding Structure The entire issued share capital of the Issuer is owned by Stichting Gresham Capital CLO IV, a foundation (stichting) established under the laws of The Netherlands having its registered office at Rivierstaete Building, Amsteldijk 166, 1079 LH Amsterdam, The Netherlands (the “Foundation”). None of the Collateral Manager, the Collateral Administrator, the Trustee or any company affiliated with any of them, directly or indirectly, owns any of the share capital of the Issuer. Structured Finance Management (Netherlands) B.V. is the sole director of the Foundation. Pursuant to the terms of a management agreement dated on or about the Issue Date between the Foundation and Structured Finance Management (Netherlands) B.V. and a letter of undertaking dated on or about the Issue 145
Date between, inter alia, the Foundation, Structured Finance Management (Netherlands) B.V. and the Trustee measures will be put in place to limit and regulate the control which the Foundation can exercise over the Issuer. Subsidiaries The Issuer has no subsidiaries. Administrative Expenses of the Issuer The Issuer is expected to incur certain Administrative Expenses (as defined in Condition 1 (Definitions) of the “Conditions of the Notes”). Financial Statements The Issuer has not prepared any audited financial statements prior to the Issue Date. The first financial year of the Issuer will end on 31 December 2008. 146
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Gresham Capital CLO IV B.V. (a priv
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with particular reference to its ow
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AUTHORITY (BUNDESANSTALT FÜR FINAN
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AVAILABLE INFORMATION To permit com
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SUMMARY This summary does not inclu
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e paid in accordance with the Prior
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Commitment Fee ....................
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provided that the Issuer has obtain
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Security for the Notes: ...........
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Overcollateralisation Ratio Test; (
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Liquidation of Collateral Debt Secu
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Class A1A Regulation S Notes and Cl
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The Trust Deed provides that the Is
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(a) take any corporate action or ot
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Notes will be made until principal
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the Issuer entered into the commitm
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elative to the high yield bond mark
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While the Issuer expects that the r
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Investment and Repayment of Payment
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In its capacity as Collateral Manag
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Termination Amount. The payment of
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available to them on subsequent pay
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Liability to Stamp Taxation and Oth
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the Issuer is party that is made in
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CONDITIONS OF THE NOTES The followi
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Account and the Sterling Principal
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Eligibility Criteria, an interest i
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of deposits in Sterling (for the av
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equire, a specific number thereof a
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“Class C Rule 144A Definitive Not
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“Class E Rule 144A Global Note”
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“Collection Accounts” means the
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Debt Security; provided always (I)
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(ii) if any Collateral Debt Securit
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acquisition thereof by the Issuer a
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prior to the Payment Date immediate
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Manager acting on behalf of the Iss
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including for the avoidance of doub
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Maturity Date and a security in res
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“Note Interest Rate” means, in
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(a) is a Business Day; (b) is or fa
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(c) in the case of a Hedge Counterp
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“Relevant Amount” in respect of
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counterparty has the regulatory cap
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“Sterling Interest Account” mea
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(h) any scheduled principal payment
Page 93 and 94: of the related Reference Obligation
Page 95 and 96: e represented by a Class A1A Rule 1
Page 97 and 98: (Application of Interest Proceeds b
Page 99 and 100: (W) (X) (Y) (Z) (AA) (BB) (CC) (DD)
Page 101 and 102: (D) (E) (F) (G) (H) (I) (J) (K) (L)
Page 103 and 104: (AA) (BB) after taking account of t
Page 105 and 106: the extent of any Sterling payments
Page 107 and 108: contractual rights) or any of them
Page 109 and 110: the Management Agreement; (D) the I
Page 111 and 112: shall be deferred and shall, with e
Page 113 and 114: “Euro zone” means the region co
Page 115 and 116: (ii) shall be paid to the Class A1A
Page 117 and 118: (A) (B) (C) (D) (E) Senior Notes: I
Page 119 and 120: meet the Eligibility Criteria or, t
Page 121 and 122: E Note (other than any Class E Defe
Page 123 and 124: the sole Issuer Event of Default is
Page 125 and 126: (J) (K) (L) (M) (N) (O) (P) (Q) (R)
Page 127 and 128: each a “Basic Terms Modification
Page 129 and 130: any jurisdiction of a judgment alre
Page 131 and 132: (v) the Trustee has been fully inde
Page 133 and 134: USE OF PROCEEDS The net proceeds fr
Page 135 and 136: Meetings: The holder of each Global
Page 137 and 138: BOOK ENTRY CLEARANCE PROCEDURES The
Page 139 and 140: persons or entities that do not par
Page 141 and 142: RATING OF THE RATED NOTES It was a
Page 143: DESCRIPTION OF THE ISSUER General T
Page 147 and 148: practice, all members of the IPF an
Page 149 and 150: DESCRIPTION OF THE PORTFOLIO 1. Int
Page 151 and 152: estrictions as set out in the Colla
Page 153 and 154: (B) in the case of a Synthetic Secu
Page 155 and 156: (ix) no Collateral Debt Security wh
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Page 159 and 160: (ii) all Additional Collateral Debt
Page 161 and 162: (h) Unscheduled Principal Proceeds
Page 163 and 164: (ii) the aggregate Principal Balanc
Page 165 and 166: (B) Unscheduled Principal Proceeds
Page 167 and 168: In addition, for any date of determ
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Page 171 and 172: specified benchmark rating level ba
Page 173 and 174: (g) Reinvestment OC Test The “Rei
Page 175 and 176: Affiliates of the Collateral Manage
Page 177 and 178: amount permitted from all Selling I
Page 179 and 180: Key Persons being convicted for fra
Page 181 and 182: Liquidity Facility Agreement DESCRI
Page 183 and 184: Sterling by the Issuer shall not ex
Page 185 and 186: Coverage Tests, Reinvestment OC Tes
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Page 189 and 190: DESCRIPTION OF THE CLASS A1A NOTE P
Page 191 and 192: provide Drawings under the Class A1
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The Issuer shall procure that on an
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TAX CONSIDERATIONS General The foll
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This summary is based on interpreta
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A U.S. Holder of a Senior Note will
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the first taxable year for which it
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any distributions in excess of such
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oker has been in existence) is deri
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Capital gains made on the sale or p
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Holders who may be liable to taxati
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ERISA CONSIDERATIONS The U.S. Emplo
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DEED, REQUIRED TO CERTIFY) WITH RES
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United States The Initial Purchaser
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or any other governmental authority
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to its purchase of Notes, to ask qu
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PLAN, UNLESS INVESTMENT DECISIONS A
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GENERAL INFORMATION 1. Clearing Sys
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INDEX OF DEFINED TERMS £ £.......
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Cumulative Sterling Realised Recove
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Presentation Date..................
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REGISTERED OFFICE OF THE ISSUER Riv
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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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