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

PLAN OF DISTRIBUTION AND TRANSFER RESTRICTIONS
Dresdner Bank AG London Branch (in its capacity as initial purchaser, the “Initial Purchaser”), pursuant
to a subscription and placement agreement dated on or about the Issue Date (the “Subscription and Placement
Agreement”) agreed with the Issuer, subject to the satisfaction of certain conditions, (i) to either subscribe and
pay for its own account or procure the purchase and payment by a third party for up to €75,000,000 principal
amount of Class A1A Notes and (ii) to subscribe and pay for €75,000,000 principal amount of the Class A1B
Notes, €48,800,000 principal amount of the Class A2 Notes, €24,130,000 principal amount of the Class B
Notes, €21,900,000 principal amount of the Class C Notes, €22,020,000 principal amount of the Class D Notes,
€10,780,000 principal amount of the Class E Notes and €32,800,000 principal amount of the Class N Notes, in
each case, at the issue price of 100 per cent. (less subscription and underwriting fees to be agreed between the
Issuer and Initial Purchaser). The Subscription and Placement Agreement entitles the Initial Purchaser to
terminate it in certain circumstances prior to payment being made to the Issuer.
In connection with the issue of the Notes, Dresdner Bank AG London Branch (the “Stabilising Manager”)
(or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view
to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end
no later than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the Notes.
Any stabilisation action or over-allotment shall be conducted by the Stabilising Manager (or persons acting on
behalf of the Stabilising Manager) in accordance with all applicable laws and rules. No such stabilising shall
take place in or from The Netherlands.
It was a condition of the issuance of the Notes of each Class that the Notes of each other Class be issued in
the following principal amounts: Class A1A Notes: Up to €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 and Class N Notes: €32,800,000.
The Issuer has agreed to indemnify the Initial Purchaser against certain liabilities or to contribute to
payments it may be required to make in respect thereof.
Certain of the Collateral Debt Securities may have been originally underwritten or placed by the Initial
Purchaser. In addition, the Initial Purchaser may have in the past performed and may in the future perform
investment banking services or other services for issuers of the Collateral Debt Securities. In addition, the
Initial Purchaser and its Affiliates may from time to time as a principal or through one or more investment funds
that it or they manage, make investments in the equity securities of one or more of the issuers of the Collateral
Debt Securities, with a result that one or more of such issuers may be or may become controlled by the Initial
Purchaser or its Affiliates.
No action has been or will be taken by the Issuer or the Initial Purchaser that would permit a public offering
of the Notes or possession or distribution of this Prospectus or any other offering material in relation to the
Notes in any jurisdiction where action for the purpose is required. No offers, sales or deliveries of any Notes, or
distribution of this Prospectus or any other offering material relating to the Notes, may be made in or from any
jurisdiction, except in circumstances which will result in compliance with any applicable laws and regulations
thereof and will not impose any obligations on the Issuer or the Initial Purchaser.
This Prospectus has been prepared by the Issuer for use in connection with the offer and sale of the Notes
and for the Notes to be admitted to the Official List of the Irish Stock Exchange and trading on its regulated
market. The Issuer and the Initial Purchaser reserve the right to reject any offer to purchase, in whole or in part,
for any reason, or to sell less than the principal amount of Notes which may be offered. This Prospectus does
not constitute an offer to any person in the United States or to any U.S. Person other than as described herein.
Distribution of this Prospectus to any such U.S. Person or to any person within the United States, other than in
accordance with the procedures described in this section, is unauthorised and any disclosure of any of its
contents, without the prior written consent of the Issuer, is prohibited.
The Initial Purchaser has also agreed to comply with the following selling restrictions and for the purposes
of the following sections titled “United States”, “United Kingdom”, “France”, “Germany” and “Denmark”,
references to Notes shall be to the Notes subscribed for by the Initial Purchaser pursuant to the Subscription and
Placement Agreement.
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