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

United States
The Initial Purchaser has agreed that it will not offer, sell or deliver the Notes, (i) as part of their
distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and
the Issue Date, within the United States or to, or for the account or benefit of, U.S. Persons, other than offers and
sales pursuant to Rule 144A, and it will have sent to each dealer to which it sells Notes during such distribution
compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes
within the United States or to, or for the account or benefit of, U.S. Persons.
In addition, until 40 days after the commencement of the offering, an offer or sale of the Notes within the
United States by a dealer (whether or not participating in the offering) may violate the registration requirements
of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.
The Notes have not been and are not expected to be registered under the United States Securities Act of
1933, as amended (the “Securities Act”), or the securities laws of any state of the United States. The Issuer has
not registered and does not intend to register as an investment company under the United States Investment
Company Act of 1940, as amended (the “Investment Company Act”) in reliance on the exclusion provided in
Section 3(c)(7) thereof.
The Notes were offered and are sold (1) within the United States to “qualified institutional buyers” as
defined in Rule 144A who are “qualified purchasers” as defined in the Investment Company Act and (2) outside
of the United States to persons who are neither U.S. Persons nor U.S. Residents purchasing in an “offshore
transaction” (as defined in Regulation S).
The Notes may not be reoffered, resold, pledged, exchanged or otherwise transferred except in transactions
exempt from or not subject to the registration requirements of, the Securities Act and any other applicable
securities laws. By its purchase of the Notes, each purchaser will be deemed to have (1) represented and
warranted that (i) it is a “qualified institutional buyer” as defined in Rule 144A or (ii) it is a non-U.S. person
located outside of the United States, and (2) agreed that it will only resell or otherwise transfer such Notes in
accordance with the applicable restrictions set forth herein. See “Transfer Restrictions”.
The Regulation S Notes (other than the Class A1A Notes) have been and will be issued in minimum
denominations of €100,000 and integral multiples of €1,000 in excess thereof, as applicable. The Rule 144A
Notes (other than the Class A1A Notes) have been and will be issued in minimum denominations of €500,000
and integral multiples of €1,000 in excess thereof. The Class A1A Notes issued pursuant to Regulation S or
Rule 144A have been and will be issued in minimum denominations of €1,000,000 or £500,000. Any offer or
sale of Rule 144A Notes in reliance on Rule 144A will be made by broker dealers who are registered as such
under the Exchange Act.
United Kingdom
The Initial Purchaser has represented, warranted and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the issue
or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer;
and
(b) it has complied and will comply with all applicable provisions of FSMA with respect to anything done
by it in relation to the Notes in, from or otherwise involving the United Kingdom.
France
The Initial Purchaser and the Issuer has represented and agreed that:
(a) they have not offered or sold and will not offer or sell, directly or indirectly, the Notes by way of a
public offering in France (appel public à l’épargne, as defined in Articles L. 411-1, L. 411-2, D. 411-1
and D. 411-2 of the French Code Monétaire et Financier);
(b) they have not distributed or caused to be distributed and will not distribute or cause to be distributed to
the public in France this Prospectus or any other offering material relating to the Notes, which is
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