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

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strictly confidential and is solely destined for persons or institutions to which it was initially supplied. This Prospectus does not constitute an offer or invitation to subscribe for or to purchase any securities and neither this Prospectus nor anything herein shall form the basis of any contract or commitment whatsoever; and (c) such offers, sales and distributions have been and shall only be made in France to (i) providers of investment services relating to portfolio management for the account of third parties, and/or (ii) qualified investors (investisseurs qualifiés) all acting for their own account, as defined in, and in accordance with, articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier. This Prospectus has not been submitted to the French financial market authority (Autorité des Marchés Financiers) for approval and does not constitute an offer for sale or subscription of securities. Any contact with potential investors in France does not and will not constitute financial and banking solicitation (démarchage bancaire et financier) as defined in articles L. 341-1 et seq. of the French Code Monétaire et Financier. Germany The Notes may be qualified as a foreign investment fund subject to the German Investment Act (Investmentgesetz - “InvG”) of 15 December 2003, as amended. No authorisation from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - “BaFin”) has been obtained in connection with the offering and distribution of the Notes in the Federal Republic of Germany. Accordingly, the Initial Purchaser has agreed that the Notes may not be publicly offered or distributed in or from the Federal Republic of Germany, and the Initial Purchaser has agreed that neither this Prospectus nor any other offering materials relating to any of the Notes may be publicly distributed in connection with any such offering or distribution. The Initial Purchaser has represented and agreed that (a) it has not prepared or published any selling prospectus (Verkaufsprospekt) within the meaning of the German Securities Prospectus Act (Wertpapierprospektgesetz – “WpPG”) as of 22 June 2005, effective as of 1 July 2005, as amended, to be approved by the BaFin and (b) it has not offered or sold or will not offer or sell or publicly promote or advertise in the Federal Republic of Germany other that in compliance with the private placement rules und the InvG, if applicable, and the WpPG, or any other laws and regulations applicable in the Federal Republic of Germany governing the issue, offering and sale of securities. This Prospectus is for the respective recipient only and may not in any way be forwarded to any other person or to the public in Germany. Any on-sale of the Notes is only permissible in accordance with the private placement rules under the InvG, if applicable, and the WpPG. Any use in this Prospectus of the terms “fund” or “investment”, or terms with similar meanings, should not be interpreted to imply that the BaFin has reviewed or given their approval to any information contained therein. The distribution of the Notes has not been notified and the Notes are not registered or authorised for public distribution in the Federal Republic of Germany. This Prospectus has not been filed or deposited with the German Federal Financial Supervisory Agency. Denmark This document and the Notes offered herein have not been filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in the Kingdom of Denmark nor does this document constitute a prospectus or other promotional material for the public offering of the Notes in accordance with Danish law. Accordingly, the Notes offered herein may not be offered or sold, including any subsequent resale or other transfer of the Notes, directly or indirectly, in Denmark, nor may this document be marketed or distributed in Denmark except if it is in compliance with the Danish Securities Trading Act and any Executive Orders issued thereunder, including Executive Order No. 306 of 28 April 2005 and Executive Order No. 307 of 28 April 2005 on the first public offer of certain securities, each as amended or replaced from time to time. Transfer Restrictions Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any offer, resale, pledge or transfer of Notes. Investor Representations on Original Purchase. Each purchaser of Notes from the Initial Purchaser will be deemed to acknowledge, represent to and agree as follows: 1. No Governmental Approval. The purchaser understands that the Notes have not been approved or disapproved by the SEC or any other governmental authority or agency of any jurisdiction, nor has the SEC 219
or any other governmental authority or agency passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence. 2. Certification Upon Transfer. If required by the Trust Deed, the purchaser will, prior to any sale, pledge or other transfer by it of any Note (or any interest therein), obtain from the transferee and deliver to the Issuer and the Registrar a duly executed transferee certificate addressed to each of the Issuer and the Registrar in the form of the relevant exhibit attached to the Trust Deed and such other certificates and other information as the Issuer or the Registrar may reasonably require to confirm that the proposed transfer substantially complies with the transfer restrictions set forth in the Trust Deed and described herein. In addition, each investor that is a U.S. Person and acquiring an interest in a Global Note of any Class of Rated Notes or a Class N Global Note will be required to execute and deliver to the Issuer and the Trustee a letter in the form attached as an exhibit to the Trust Deed to the effect that such investor will not transfer such interest except in compliance with the transfer restrictions set forth in the Trust Deed (including the requirement set forth in such letter that any subsequent transferee execute and deliver such letter). 3. Minimum Denominations: Form of Notes. The purchaser agrees that no Note (or any interest therein) may be sold, pledged or otherwise transferred in a denomination of less than the applicable Minimum Denomination set forth in the Trust Deed and described herein. 4. Securities Law Limitations on Resale. The purchaser understands that the Notes have not been registered under the Securities Act and, therefore, cannot be offered or sold in the United States or to any U.S. Person (as defined in Rule 902(k) under the Securities Act) unless the Notes are registered under the Securities Act or unless an exemption from registration is available. Accordingly, the certificates representing the Notes bear a legend stating that such Notes have not been registered under the Securities Act and setting forth certain of the restrictions on transfer of the Notes described herein. The purchaser understands that the Issuer has no obligation to register any of the Notes under the Securities Act or to comply with the requirements for any exemption from the registration requirements of the Securities Act (other than in the case of the Rule 144A Notes to supply information specified in Rule 144A(d)(4) of the Securities Act as required by the Trust Deed). 5. Rule 144A Notes. Each purchaser of Rule 144A Notes will be deemed to have represented and agreed as follows: (a) (i) it is a Qualified Institutional Buyer, (ii) it is acquiring such Notes for its own account or for the account of a Qualified Institutional Buyer; and (iii) it is acquiring such Notes in reliance on the exemption from registration under the Securities Act provided by Rule 144A thereunder; (b) it understands that (i) the Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act and the Rule 144A Notes have not been and will not be registered under the Securities Act, (ii) the Issuer has not registered and will not register under the Investment Company Act and (iii) none of the Notes may be offered, sold, pledged or otherwise transferred to any Person except as set forth herein and in the Trust Deed; (c) it and each account with respect to which it exercises sole investment discretion (i) is a Qualified Purchaser, (ii) is not formed for the purpose of investment in the Notes, unless all of its beneficial owners are Qualified Purchasers, (iii) if it would be an investment company but for the exception in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, has not invested more than 40 per cent. of its total assets in the Notes, (iv) is not a dealer referred to in paragraph (a)(1)(ii) of Rule 144A unless it owns and invests on a discretionary basis at least $25 million in securities of issuers that are not affiliated Persons of such dealer, (v) is not a plan referred to in paragraph (a)(1)(i)(D) or (E) of Rule 144A or a trust fund referred to in paragraph (A)(1)(i)(F) of Rule 144A that holds the assets of such plan, unless investment decisions are made solely by the fiduciary, trustee or sponsor of such plan, (vi) is purchasing the Notes in at least a minimum denomination of the applicable Minimum Denomination set forth in the Trust Deed and (vii) will provide written notice of the foregoing and any other applicable transfer restrictions to any transferee; (d) it understands that (i) transfers in violation of the transfer restrictions herein will be of no force and effect, will be void ab initio, and will not operate to transfer any rights to the transferee, notwithstanding any instructions to the contrary to the Issuer, the Trustee or any intermediary and that (ii) if the Issuer determines that any beneficial owner or holder of Notes that is a U.S. Person is not a Qualified Institutional Buyer and a Qualified Purchaser, the Issuer will require that such beneficial 220
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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
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of the related Reference Obligation
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e represented by a Class A1A Rule 1
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(Application of Interest Proceeds b
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(W) (X) (Y) (Z) (AA) (BB) (CC) (DD)
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(D) (E) (F) (G) (H) (I) (J) (K) (L)
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(AA) (BB) after taking account of t
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the extent of any Sterling payments
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contractual rights) or any of them
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the Management Agreement; (D) the I
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shall be deferred and shall, with e
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“Euro zone” means the region co
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(ii) shall be paid to the Class A1A
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(A) (B) (C) (D) (E) Senior Notes: I
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meet the Eligibility Criteria or, t
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E Note (other than any Class E Defe
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the sole Issuer Event of Default is
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(J) (K) (L) (M) (N) (O) (P) (Q) (R)
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each a “Basic Terms Modification
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any jurisdiction of a judgment alre
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(v) the Trustee has been fully inde
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USE OF PROCEEDS The net proceeds fr
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Meetings: The holder of each Global
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BOOK ENTRY CLEARANCE PROCEDURES The
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persons or entities that do not par
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RATING OF THE RATED NOTES It was a
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DESCRIPTION OF THE ISSUER General T
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Date between, inter alia, the Found
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practice, all members of the IPF an
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DESCRIPTION OF THE PORTFOLIO 1. Int
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estrictions as set out in the Colla
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(B) in the case of a Synthetic Secu
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(ix) no Collateral Debt Security wh
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Industry Categories Business Servic
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(ii) all Additional Collateral Debt
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(h) Unscheduled Principal Proceeds
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(ii) the aggregate Principal Balanc
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(B) Unscheduled Principal Proceeds
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Page 171 and 172: specified benchmark rating level ba
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Page 177 and 178: amount permitted from all Selling I
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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 191 and 192: provide Drawings under the Class A1
Page 193 and 194: Investments having a maturity date
Page 195 and 196: The Issuer shall procure that on an
Page 197 and 198: TAX CONSIDERATIONS General The foll
Page 199 and 200: This summary is based on interpreta
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Page 203 and 204: the first taxable year for which it
Page 205 and 206: any distributions in excess of such
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Page 211 and 212: Holders who may be liable to taxati
Page 213 and 214: ERISA CONSIDERATIONS The U.S. Emplo
Page 215 and 216: DEED, REQUIRED TO CERTIFY) WITH RES
Page 217: United States The Initial Purchaser
Page 221 and 222: to its purchase of Notes, to ask qu
Page 223 and 224: PLAN, UNLESS INVESTMENT DECISIONS A
Page 225 and 226: GENERAL INFORMATION 1. Clearing Sys
Page 227 and 228: INDEX OF DEFINED TERMS £ £.......
Page 229 and 230: Cumulative Sterling Realised Recove
Page 231 and 232: Presentation Date..................
Page 233: REGISTERED OFFICE OF THE ISSUER Riv
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Gresham Capital CLO IV B.V. - Irish Stock Exchange

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