ROCKALL CLO B.V. - Irish Stock Exchange

More documents

Recommendations

Info

and agreed that the VF Notes and Notes have not been offered or sold and may not be offered, sold or delivered directly or indirectly in Denmark, unless in compliance with chapters 6 or 12 of the Danish Act on Trading in Securities and executive orders issued pursuant hereto as amended from time to time. Accordingly, this Offering Circular may not be made available nor may interests in the Issuer otherwise be marketed and offered for sale in Denmark other than in circumstances which are deemed not to be a marketing or an offer to the public in Denmark. Bermuda The Placement Agent has represented and agreed that it has not offered or sold and will not offer or sell any VF Notes or Notes to any person, firm or company regarded as a resident of Bermuda for <strong>Exchange</strong> Control purposes and will procure that any purchaser from it of any VF Notes or Notes will comply with such proscription. New Zealand The Placement Agent has represented and agreed that the VF Notes and Notes may not be offered, sold or delivered, directly or indirectly, nor may any offering memorandum, any pricing conditions or advertisement in relation to any offer of VF Notes or Notes be distributed in New Zealand, other than: 1. to any or all of the following only: (a) (b) (c) persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; and/or persons who are required to pay a minimum subscription price (disregarding any amount paid or payable out of money lent by the relevant issuer or offeror or any associated person or either of them) of at least NZ$500,000 for the VF Notes or Notes before the allotment of those VF Notes or Notes; and/or any other person who in all circumstances can properly be regarded as having been selected other than as members of the public; or 2. in other circumstances where there is no contravention of the Securities Act 1978 of New Zealand. - 183 -
TRANSFER RESTRICTIONS Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any offer, resale, pledge or transfer of the VF Notes or the Notes. Rule 144A Notes Each prospective purchaser of Rule 144A Notes by accepting delivery of this Offering Circular, will be deemed to have represented and agreed that such person acknowledges that this Offering Circular is personal to it and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire VF Notes or Notes other than to QIBs who are also Qualified Purchasers pursuant to Rule 144A under the Securities Act and the Investment Company Act of 1940 or to Non-U.S. Persons in offshore transactions in accordance with Regulation S under the Securities Act. Distribution of this Offering Circular, or disclosure of any of its contents, to any person other than such offeree and those persons, if any, retained to advise it with respect thereto is unauthorised and any disclosure of any of its contents, without the written consent of the Issuer, is prohibited. Transfers of the VF Note Rule 144A Notes will only be effected in accordance with the VF Instrument. Each purchaser of Notes represented by a Rule 144A Global Note will be deemed to have represented and agreed as follows: (1) The purchaser (a) is a QIB, (b) is aware that the sale of such Rule 144A Notes to it is being made in reliance on Rule 144A, (c) is acquiring such VF Notes or Notes for its own account or for the account of a QIB as to which the purchaser exercises sole investment discretion, and in a principal amount of not less than €250,000 for the purchaser and for each such account and (d) will provide notice of the transfer restrictions described in this heading to any subsequent transferees. (2) The purchaser understands that such Rule 144A Notes have not been and will not be registered under the Securities Act, and may be reoffered, resold or pledged or otherwise transferred only (a)(i) to a person whom the purchaser reasonably believes is a QIB purchasing for its own account or for the account of a QIB as to which the purchaser exercises sole investment discretion in a transaction meeting the requirements of Rule 144A or (ii) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S and not to, or for the account or benefit of, a U.S. Person and (b) in accordance with all applicable securities laws including the securities laws of any state of the United States. The purchaser understands that the Issuer has not been registered under the Investment Company Act. The purchaser understands that before any interest in a Rule 144A Note may be offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in the Regulation S Notes, the Registrar is required to receive a written certification from the purchaser (in the form provided in the Trust Deed) as to compliance with the transfer restrictions described herein. The purchaser understands and agrees that any purported transfer of the Rule 144A Notes to a purchaser that does not comply with the requirements of this paragraph (2) shall be null and void ab initio. (3) The purchaser is not purchasing such Rule 144A Notes with a view toward the resale, distribution or other disposition thereof in violation of the Securities Act. The purchaser understands that an investment in the Rule 144A Notes involves certain risks, including the risk of loss of its entire investment in the Rule 144A Notes under certain circumstances. The purchaser has had access to such financial and other information concerning the Issuer and the Rule 144A Notes as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Rule 144A Notes, including an opportunity to ask questions of, and request information from, the Issuer. (4) In connection with the purchase of the Rule 144A Notes: (a) none of the Issuer, the Placement Agent, the Trustee, the Collateral Manager or the Collateral Administrator is acting as a fiduciary or financial or Collateral Manager for the purchaser, (b) the purchaser is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Issuer, the Placement Agent, the Trustee, the Collateral Manager or the Collateral Administrator other than in this Offering Circular for such Rule 144A Notes and any representations expressly set forth in a written agreement with such party, (c) none of the Issuer, the Placement Agent, the Trustee, the Collateral Manager or the Collateral Administrator has given to the purchaser (directly or indirectly through any other person) any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) as to an investment in the Rule 144A , (d) the purchaser has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Trust Deed) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Issuer, the Placement Agent, the Trustee, the Collateral Manager or the Collateral Administrator, (e) the purchaser has evaluated the rates, prices or amounts and other terms and conditions of the purchase and sale of the Rule 144A Notes with a full understanding of all of - 184 -
Page 1 and 2:
ROCKALL CLO B.V. (a private limited
Page 3 and 4:
OFFER/INVITATION/DISTRIBUTION RESTR
Page 5 and 6:
Each purchaser of VF Notes and Note
Page 7 and 8:
NOTES AND NOTES HAVE NOT BEEN OFFER
Page 9 and 10:
CONTENTS Page SUMMARY..............
Page 11 and 12:
6 Holders of the Class E-1b Subordi
Page 13 and 14:
Principal Payments on the Notes Red
Page 15 and 16:
Payments (see the section of this O
Page 17 and 18:
for each calendar week and (y) to t
Page 19 and 20:
the Security Trustee shall, if dire
Page 21 and 22:
with the Over-Collateralisation Tes
Page 23 and 24:
ERISA Considerations Limited Recour
Page 25 and 26:
1.7 Removal of Credit Enhancement T
Page 27 and 28:
made until payment in full of all o
Page 29 and 30:
inter-company guarantees such a pro
Page 31 and 32:
orrower. A Selling Institution voti
Page 33 and 34:
may have an associated Secured Hedg
Page 35 and 36:
will be to enable the Custodian, on
Page 37 and 38:
2.25 Disclosure of Portfolio The Is
Page 39 and 40:
Investments to properly plan for ex
Page 41 and 42:
3.12 Volatility of the Class E Subo
Page 43 and 44:
sections of these Risk Factors head
Page 45 and 46:
may also act as counterparty with r
Page 47 and 48:
"Account-Holding Bank" means (a) in
Page 49 and 50:
"Class C Notes" means the Initial I
Page 51 and 52:
(c) (d) (e) (f) Noteholders represe
Page 53 and 54:
"Exchange Date" means a day falling
Page 55 and 56:
"Ledger" means the ledger maintaine
Page 57 and 58:
"Permitted Short-Sale Exposure" mea
Page 59 and 60:
the ratio of (i) the number of days
Page 61 and 62:
accounts so as to effect payment of
Page 63 and 64:
(b) "Unused Class D Notes Commitmen
Page 65 and 66:
and, as the case may be, the Truste
Page 67 and 68:
(c) (d) (iii) Ledger If: (xx) (yy)
Page 69 and 70:
(ii) (iii) Class B Notes Blockage U
Page 71 and 72:
4. Security made with respect to th
Page 73 and 74:
entitled at any time to institute a
Page 75 and 76:
interest rate hedging transactions
Page 77 and 78:
paragraph (a)(vii) of Condition 10
Page 79 and 80:
interest payable in respect of each
Page 81 and 82:
Intercreditor Arrangements shall be
Page 83 and 84:
Redemption Date") provided that Cla
Page 85 and 86:
until all outstanding Senior Indebt
Page 87 and 88:
on the Noteholders. Upon the expiry
Page 89 and 90:
otherwise be due but for the imposi
Page 91 and 92:
(b) (xii) (xiii) (xiv) Final judgme
Page 93 and 94:
(c) (d) 12. Prescription Notes and
Page 95 and 96:
Resolution represents of the aggreg
Page 97 and 98:
(x) (xi) (xii) (xiii) (xiv) (xv) to
Page 99 and 100:
management or operation of the Coll
Page 101 and 102:
20. Specific Conditions Specific Co
Page 103 and 104:
DESCRIPTION OF THE PORTFOLIO AND MA
Page 105 and 106:
(Definitions)) or (2) the Issuer ha
Page 107 and 108:
"Market Value Price" "Advance Rate"
Page 109 and 110:
espect to which Rating Agency Confi
Page 111 and 112:
"Class B Notes Advance Amount" "Cla
Page 113 and 114:
“Dutch Ineligible Securities” "
Page 115 and 116:
"Excluded Issuer Investments" (xi)
Page 117 and 118:
“High Yield Security” “Intere
Page 119 and 120:
“Net Accrual Amount” (vi) (vii)
Page 121 and 122:
Over-Collateralisation Test, the Cl
Page 123 and 124:
of “Caa1” for the purposes of c
Page 125 and 126:
instrumentality thereof. “Pound S
Page 127 and 128:
Purchase Contracts, Short-Sale Cont
Page 129 and 130:
elated Permitted Short-Sale Obligat
Page 131 and 132:
Collateral Manager on its behalf) r
Page 133 and 134:
Asset Category S&P Senior Advance R
Page 135 and 136:
Asset Category Less than or equal t
Page 137 and 138:
Asset Category Less than or equal t
Page 139 and 140:
FORM OF THE VF NOTES AND THE NOTES
Page 141 and 142: five years (in the case of interest
Page 143 and 144: 2. Book-Entry Ownership (a) (b) DTC
Page 145 and 146: Closing Date will be required, by v
Page 147 and 148: RATINGS OF THE NOTES It is a condit
Page 149 and 150: Mrs Maria Chr. van der Sluijs Plant
Page 151 and 152: There may be circumstances where de
Page 153 and 154: International Business from Northea
Page 155 and 156: DESCRIPTION OF THE COLLATERAL ADMIN
Page 157 and 158: DESCRIPTION OF THE COLLATERAL MANAG
Page 159 and 160: Automatic Termination of the Collat
Page 161 and 162: DESCRIPTION OF THE TERMS AND CONDIT
Page 163 and 164: Replacement of VF-1 Noteholders In
Page 165 and 166: "Interbank Rate Advance" means an A
Page 167 and 168: DESCRIPTION OF THE SECURITY AND INT
Page 169 and 170: Senior Indebtedness or Class B Note
Page 171 and 172: dealings (including in the case of
Page 173 and 174: "Minor Trade" means a sale or other
Page 175 and 176: Specified Notes The conditions cons
Page 177 and 178: any), provided that in relation to
Page 179 and 180: TAX CONSIDERATIONS General For purp
Page 181 and 182: the marketing of the Specified Note
Page 183 and 184: non-contingent principal payments o
Page 185 and 186: discussion below assumes that the I
Page 187 and 188: CERTAIN ERISA CONSIDERATIONS The U.
Page 189 and 190: meets all relevant legal requiremen
Page 191: This Offering Circular has been pre
Page 195 and 196: in a Regulation S Global Note, the
Page 197 and 198: eliminates United States federal in
Page 199 and 200: (4) It acknowledges that the Issuer
Page 201 and 202: GENERAL INFORMATION 1. Clearing Sys
Page 203 and 204: GLOSSARY € ......................
Page 205 and 206: Initial Issuance Class B Notes ....
Page 207 and 208: Short-Sale Contract ...............
show all

ROCKALL CLO B.V. - Irish Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?