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

GIVEN BY THE PURCHASER IN THIS SENTENCE, NONE OF WHICH IS (X) A DEALER OF THE TYPE
DESCRIBED IN PARAGRAPH (A)(1)(II) OF RULE 144A UNLESS IT OWNS AND INVESTS ON A
DISCRETIONARY BASIS NOT LESS THAN U.S.$25,000,000 IN SECURITIES OF ISSUERS THAT ARE
NOT AFFILIATED TO IT, (Y) A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(K)
PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (A)(1)(I)(D) OR (A)(1)(I)(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 A PLAN, UNLESS INVESTMENT DECISIONS WITH RESPECT
TO THE PLAN ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF SUCH PLAN,
OR (Z) FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHERE EACH
BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED PURCHASER), OR (2) TO A PERSON
THAT IS NEITHER A U.S. PERSON NOR A U.S. RESIDENT IN AN “OFFSHORE TRANSACTION” IN
RELIANCE ON REGULATION S. FOR A DESCRIPTION OF THESE AND CERTAIN OTHER
RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THIS
PROSPECTUS, SEE “PLAN OF DISTRIBUTION AND TRANSFER RESTRICTIONS”.
EACH PURCHASER OF NOTES FROM THE INITIAL PURCHASER SOLD OUTSIDE THE UNITED
STATES IN RELIANCE ON REGULATION S WILL BE DEEMED TO REPRESENT THAT IT (I) IS
NEITHER A U.S. PERSON NOR A U.S. RESIDENT, (II) IS AWARE THAT THE SALE TO IT IS BEING
MADE IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY REGULATION S THEREUNDER, (III) IS ACQUIRING SUCH NOTES
FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH IT
EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH IS A U.S. PERSON OR A U.S.
RESIDENT, AND (IV) IS NOT PURCHASING SUCH NOTES WITH A VIEW TO THE RESALE,
DISTRIBUTION OR OTHER DISPOSITION THEREOF IN THE UNITED STATES OR TO A U.S. PERSON
OR A U.S. RESIDENT.
EACH PERSON RECEIVING THIS PROSPECTUS ACKNOWLEDGES THAT SUCH PERSON HAS
NOT RELIED UPON THE ISSUER OR THE INITIAL PURCHASER OR ANY OF ITS AFFILIATES IN
CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF THE INFORMATION
CONTAINED IN THIS PROSPECTUS OR ITS INVESTMENT DECISIONS.
NEITHER THE ISSUER NOR THE PORTFOLIO HAS BEEN REGISTERED AS AN “INVESTMENT
COMPANY” UNDER THE INVESTMENT COMPANY ACT, IN RELIANCE ON THE EXCLUSION
CONTAINED IN SECTION 3(C)(7) THEREOF. NO TRANSFER OF THE NOTES THAT WOULD HAVE
THE EFFECT OF REQUIRING THE ISSUER OR THE PORTFOLIO TO REGISTER AS AN INVESTMENT
COMPANY UNDER THE INVESTMENT COMPANY ACT WILL BE PERMITTED.
THIS PROSPECTUS HAS BEEN PREPARED BY THE ISSUER SOLELY FOR USE IN CONNECTION
WITH THE OFFERING AND THE LISTING OF THE NOTES DESCRIBED HEREIN (THE “OFFERING”).
THE ISSUER AND THE INITIAL PURCHASER RESERVE THE RIGHT TO REJECT ANY OFFER TO
PURCHASE NOTES IN WHOLE OR IN PART FOR ANY REASON, OR TO SELL LESS THAN THE
STATED INITIAL PRINCIPAL AMOUNT OF ANY CLASS OF NOTES OFFERED HEREBY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC GENERALLY TO SUBSCRIBE
FOR OR OTHERWISE ACQUIRE THE NOTES. EACH PROSPECTIVE PURCHASER OF THE NOTES
MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY
JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS NOTES OR POSSESSES OR
DISTRIBUTES THIS PROSPECTUS, AND MUST OBTAIN ANY CONSENT, APPROVAL OR
PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE NOTES
UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS
SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NEITHER THE
ISSUER NOR THE INITIAL PURCHASER SHALL HAVE ANY RESPONSIBILITY THEREFOR.
IRS CIRCULAR 230 LEGEND
THIS PROSPECTUS WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED,
FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE, OR LOCAL TAX PENALTIES. THIS
PROSPECTUS WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING BY THE
ISSUER, THE INITIAL PURCHASER AND/OR THE ARRANGER OF THE NOTES. EACH HOLDER
SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.
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