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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GENERAL INFORMATION<br />
1. Clearing Systems<br />
The Notes of each Class have been accepted for clearance through DTC, Euroclear and Clearstream,<br />
Luxembourg. The American Banker's Association Committee on Uniform Security Identification Procedures<br />
("CUSIP"), Common Code and International Securities Identification Number ("ISIN") for each Class of<br />
Regulation S Notes and Rule 144A Notes are:<br />
Rule 144A Notes<br />
Regulation S Notes<br />
ISIN CUSIP number ISIN Common Code<br />
Class A-1 Notes US77277LAB36 77277L AB 3 XS0259039864 025903986<br />
Class B-1 Notes US77277LAC19 77277L AC 1 XS0259040953 025904095<br />
Class C-1 Notes US77277LAD91 77277L AD 9 XS0259041506 025904150<br />
Class D-1 Notes US77277LAE74 77277L AE 7 XS0259042223 025904222<br />
Class E-1a Preferred<br />
US77277LAF40 77277L AF 4 XS0259053428 025905342<br />
Subordinated Notes<br />
Class E-1b Subordinated Notes US77277LAG23 77277L AG 2 XS0259053931 025905393<br />
Class E-2 Subordinated Notes US77277LAH06 77277L AH 0 XS0259054152 025905415<br />
2. Listing<br />
The listing of the VF-1 Notes and the Specified Notes on the Official List of the <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong> is expected<br />
to be granted on or about 23 June 2006.<br />
3. Consents and Authorisations<br />
The Issuer has obtained all necessary consents, approvals and authorisations in The Netherlands (if any) in<br />
connection with the issue and performance of the VF-1 Notes and the Specified Notes. The issue of the VF-1<br />
Notes and the Specified Notes was authorised by resolution of the board of Directors of the Issuer passed on<br />
20 June 2006.<br />
4. No Significant or Material Change<br />
Since the date of incorporation of the Issuer on 9 January 2006, there has been no significant or material adverse<br />
change in the financial or trading position or prospects of the Issuer, nor has the Issuer commenced trading or<br />
established any accounts save as described in this Offering Circular.<br />
5. No Litigation<br />
The Issuer is not involved, and has not been involved, in any governmental, legal or arbitration proceedings<br />
(including any such proceedings which are pending or threatened of which the Issuer is aware) which may have<br />
or have had since the date of its incorporation a significant effect on the Issuer's financial position.<br />
6. Accounts<br />
Since the date of its incorporation the Issuer has not commenced operations other than in respect of the<br />
acquisition of certain Issuer Investments on or prior to the Initial Closing Date and has not produced accounts.<br />
So long as any VF Note or Note remains Outstanding, copies of the most recent annual audited financial<br />
statements of the Issuer can be obtained at the Specified Offices of the Transfer Agents and Paying Agents<br />
during normal business hours. The first financial statements of the Issuer will be in respect of the period from<br />
incorporation to 31 December 2006. The annual accounts of the Issuer will be audited. The Issuer will not<br />
prepare interim financial statements.<br />
The auditor of the Issuer is PricewaterhouseCoopers Accountants N.V.. The Issuer will file its annual report<br />
(including audited financial statements) with the <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong>, when approved by the Directors and in<br />
any event within six months of the end of the financial period to which they relate.<br />
7. Documents Available for Inspection<br />
Physical copies of the following documents may be inspected at the offices of any of the Transfer Agents and<br />
Paying Agent and at the registered offices of the Issuer during usual business hours on any weekday (Saturdays,<br />
Sundays and public holidays excepted) for the life of the Offering Circular:<br />
(a)<br />
(b)<br />
(c)<br />
(d)<br />
(e)<br />
the memorandum and articles of association of the Issuer;<br />
the Note Placement Agency Agreement;<br />
the Trust Deed (which includes the form of each Note of each Class);<br />
the Agency Agreement;<br />
the Collateral Management Agreement;<br />
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