ROCKALL CLO B.V. - Irish Stock Exchange
ROCKALL CLO B.V. - Irish Stock Exchange
ROCKALL CLO B.V. - Irish Stock Exchange
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BOOK-ENTRY CLEARANCE PROCEDURES<br />
The information set out below has been obtained from sources that the Issuer believes to be reliable, but<br />
prospective investors are advised to make their own enquiries as to such procedures. In particular, such<br />
information is subject to any change in or interpretation of the rules, regulations and procedures of DTC,<br />
Euroclear or Clearstream, Luxembourg (together, the "Clearing Systems") currently in effect and investors<br />
wishing to use the facilities of any of the Clearing Systems are therefore advised to confirm the continued<br />
applicability of the rules, regulations and procedures of the relevant Clearing System. None of the Issuer, the<br />
Trustee, the Placement Agent or any Agent party to the Agency Agreement (or any Affiliate of any of the above,<br />
or any person by whom any of the above is controlled for the purposes of the Securities Act), will have any<br />
responsibility for the performance by the Clearing Systems or their respective Direct or Indirect Participants or<br />
account holders of their respective obligations under the rules and procedures governing their operations or for<br />
the sufficiency for any purpose of the arrangements described below.<br />
1. DTC, Euroclear and Clearstream, Luxembourg<br />
Custodial and depositary links have been established between Euroclear, Clearstream, Luxembourg<br />
and DTC to facilitate the initial issuance of the Notes and cross-market transfers of the Notes associated<br />
with secondary market trading (see the section of this Offering Circular headed "Book-Entry Clearance<br />
Procedures - Settlement and Transfer of Interests in the Notes" below). Investors may hold their<br />
interests in a Global Note directly through one of the Clearing Systems if they are participants ("Direct<br />
Participants") in the same, or indirectly through organisations which are Direct Participants in such<br />
system ("Indirect Participants" and together with Direct Participants, "Participants").<br />
(a)<br />
(b)<br />
DTC<br />
DTC has advised the Issuer as follows: DTC is a limited purpose trust company organised<br />
under the laws of the State of New York, a "banking organisation" under the laws of the State<br />
of New York, a member of the U.S. Federal Reserve System, a "clearing corporation" within<br />
the meaning of the New York Uniform Commercial Code and a "clearing agency" registered<br />
pursuant to the provisions of Section 17A of the <strong>Exchange</strong> Act. DTC was created to hold<br />
securities for its Participants and facilitate the clearance and settlement of securities<br />
transactions between Participants through electronic computerised book-entry changes in<br />
accounts of its Participants, thereby eliminating the need for physical movement of certificates.<br />
Participants include securities brokers and dealers, banks, trust companies, clearing<br />
corporations and certain other organisations. Indirect access to DTC is available to others,<br />
such as banks, securities brokers, dealers and trust companies, that clear through or maintain<br />
a custodial relationship with DTC Direct Participants, either directly or indirectly.<br />
DTC has advised the Issuer that it will take any action permitted to be taken by a holder of<br />
Notes (including, without limitation, the presentation of Global Notes for exchange as described<br />
under the section of this Offering Circular headed "Form of the VF Notes and the Notes —<br />
<strong>Exchange</strong> of Global Notes for Definitive Notes" above) only at the direction of one or more<br />
Direct Participants and only in respect of such portion of the aggregate principal amount of the<br />
relevant Rule 144A Global Note as to which such Participant or Participants has or have given<br />
such direction. However, in the circumstances described under the section of this Offering<br />
Circular headed "Form of the VF Notes and the Notes — <strong>Exchange</strong> of Global Notes for<br />
Definitive Notes" above, DTC will surrender the relevant Rule 144A Global Note in exchange<br />
for individual Definitive Notes (which will bear the legend applicable to transfers pursuant to<br />
Rule 144A).<br />
Euroclear and Clearstream, Luxembourg<br />
Euroclear and Clearstream, Luxembourg each hold securities for their customers and facilitate<br />
the clearance and settlement of securities transactions through electronic book-entry transfer<br />
between their respective account holders. Indirect access to Euroclear and Clearstream,<br />
Luxembourg is available to other institutions which clear through or maintain a custodial<br />
relationship with an account holder of either system. Euroclear and Clearstream, Luxembourg<br />
provide various services including safekeeping, administration, clearance and settlement of<br />
internationally-traded securities and securities lending and borrowing. Euroclear and<br />
Clearstream, Luxembourg also deal with domestic securities markets in several countries<br />
through established depositary and custodial relationships. Euroclear and Clearstream,<br />
Luxembourg have established an electronic bridge between their two systems across which<br />
their respective customers may settle trades with each other. Their customers are worldwide<br />
financial institutions including underwriters, securities brokers and dealers, banks, trust<br />
companies and clearing corporations.<br />
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