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

Class A1A Regulation S Notes and Class A1A Rule 144A Notes:
€1,000,000 or £500,000 and integral multiples of €1,000 or £500
thereof.
Form, Registration and
Transfer of Notes: ................................
Save as provided below with respect to the Class A1A Notes, the
Notes of any Class offered in reliance on Regulation S under the
Securities Act are represented by one or more global certificates of
each Class, in fully registered form, without interest coupons or
principal receipts (each, a “Regulation S Global Note”), deposited
with a common depositary for, and registered in the name of, a
nominee on behalf of Euroclear and/or Clearstream, Luxembourg.
Interests in a Regulation S Global Note are shown on, and transfers
thereof will be effected only through, records maintained by
Euroclear and/or Clearstream, Luxembourg and its or their direct
and indirect participants (including Euroclear and Clearstream,
Luxembourg). Until and including the 40 th day after the later of the
commencement of the Offering and the closing of the Offering of
the Notes (the “Distribution Compliance Period”), interests in a
Regulation S Global Note may be held only through Euroclear or
Clearstream, Luxembourg. See “Form of the Notes” and “Book
Entry Clearance Procedures” below.
Save as provided below with respect to the Class A1A Notes, the
Notes of any Class offered in the United States or to U.S. Persons
or U.S. Residents in reliance on Rule 144A under the Securities
Act are represented by one or more global certificates of each
Class, in fully registered form, without interest coupons or
principal receipts (each, a “Rule 144A Global Note”) deposited
with a custodian for, and registered in the name of, a nominee of,
DTC. Beneficial interests in a Rule 144A Global Note may only be
held through, and transfers thereof will only be effected through,
records maintained by DTC and its direct and indirect participants.
See “Form of the Notes” and “Book Entry Clearance Procedures”
below.
Purchases of, and transfers of interests in, a Global Note are subject
to certain acknowledgements, representations, agreements and
restrictions and must be made in accordance with the procedures
set forth in the Trust Deed and the Agency Agreement. See “Form
of the Notes”, “Book Entry Clearance Procedures” and “Plan of
Distribution and Transfer Restrictions” below.
Except only in limited circumstances described herein, Notes in
definitive certificated form (“Definitive Notes”) will not be issued
in exchange for beneficial interests in either a Regulation S Global
Note or a Rule 144A Global Note. See “Form of the Notes—
Exchange for Definitive Notes” below.
Class A1A Notes offered in reliance on Regulation S under the
Securities Act and Rule 144A were issued on the Issue Date in
definitive, fully registered certificated form without interest
coupons, registered in the name of the purchaser thereof (or its
respective nominee). Ownership of the Class A1A Notes are
evidenced by the Capital Commitment Register held by the Capital
Commitment Registrar and transfers of the Class A1A Notes are
effected in accordance with the Class A1A Note Purchase
Agreement. See “Form of the Notes” and “Book Entry Clearance
Procedures” below.
24