ROCKALL CLO B.V. - Irish Stock Exchange

TAX CONSIDERATIONS
General
For purposes of this section of the Offering Circular (Tax Considerations) the terms "Notes" and "Rated Notes"
shall be deemed to include VF Notes and the term “Noteholder” shall be deemed to include “VF Noteholder”.
Purchasers of Notes may be required to pay stamp taxes and other charges in accordance with the laws and
practices of the country of purchase in addition to the issue price of each Note.
Potential purchasers who are in any doubt about their tax position on purchase, ownership, transfer or exercise of
any Note should consult their own tax advisers. In particular, no representation is made as to the manner in
which payments under the Notes would be characterised by any relevant taxing authority. Potential
investors should be aware that the relevant fiscal rules or their interpretation may change, possibly with
retrospective effect, and that this summary is not exhaustive. This summary does not constitute legal or tax
advice or a guarantee to any potential investor of the tax consequences of investing in the Notes.
Taxation of The Netherlands
The comments below are of a general nature based on taxation law and practice in The Netherlands as at the
date of this Offering Circular and are subject to any changes therein. They relate only to the position of persons
who are absolute beneficial owners of the Notes. The following is a general description of certain tax
considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations
relating to the Notes and so should be treated with appropriate caution. In particular, it does not take into
consideration any tax implications that may arise on a substitution of the Issuer. Prospective investors should
consult their own professional advisors concerning the possible tax consequences of purchasing, holding and/or
selling Notes and receiving payments of interest, principal and/or other amounts under the Notes under the
applicable laws of their country of citizenship, residence or domicile.
Under the existing laws of The Netherlands:
(a)
(b)
(c)
(d)
(e)
all payments of interest and principal by the Issuer under the Notes can be made free of withholding or
deduction for any taxes of whatsoever nature imposed, levied, withheld, or assessed by The
Netherlands or any political subdivision or taxing authority thereof or therein;
a holder of a Note who derives income from a Note or who realises a gain on the disposal or redemption
of a Note will not be subject to Dutch taxation on such income or capital gain, unless:
(i)
(ii)
(iii)
the holder is, or is deemed to be, resident in The Netherlands or, where the holder is an
individual, such holder has elected to be treated as a resident of The Netherlands; or
such income or gain is attributable to an enterprise or part thereof which is either effectively
managed in The Netherlands or carried on through a permanent establishment (vaste
inrichting) or a permanent representative (vaste vertegenwoordiger) in The Netherlands; or
the holder is an individual and such income or gain qualifies as income from activities that
exceed normal active portfolio management in The Netherlands;
Dutch gift, estate or inheritance taxes will not be levied on the occasion of the transfer of a Note by way
of gift by, or on the death of, a holder unless:
(i)
(ii)
(iii)
the holder is, or is deemed to be, resident in The Netherlands for the purpose of the relevant
provisions; or
the transfer is construed as an inheritance or as a gift made by or on behalf of a person who, at
the time of the gift or death, is, or is deemed to be, resident in The Netherlands for the purpose
of the relevant provisions; or
such Note is attributable to an enterprise or part thereof which is either effectively managed in
The Netherlands or carried on through a permanent establishment or a permanent
representative in The Netherlands;
there is no Dutch registration tax, stamp duty or any other similar tax or duty payable in The Netherlands
in respect of or in connection with the execution, delivery and/or enforcement by legal proceedings
(including any foreign judgment in the courts of The Netherlands) of the Notes or the performance of the
Issuer’s obligations under the Notes;
there is no Dutch value added tax payable in respect of payments in consideration for the issue of the
Notes or in respect of the payment of interest or principal under the Notes or the transfer of a Note,
provided that Dutch value added tax may, however, be payable in respect of fees charged for certain
services rendered to the Issuer, if for Dutch value added tax purposes such services are rendered, or
are deemed to be rendered, in The Netherlands and an exemption from Dutch value added tax does not
apply with respect to such services; and
- 170 -