ROCKALL CLO B.V. - Irish Stock Exchange

OFFER/INVITATION/DISTRIBUTION RESTRICTIONS
THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OF, OR AN INVITATION BY OR ON
BEHALF OF THE ISSUER, THE PLACEMENT AGENT OR ANY OF THEIR AFFILIATES, THE COLLATERAL
MANAGER, THE COLLATERAL ADMINISTRATOR OR ANY OTHER PERSON TO SUBSCRIBE FOR OR
PURCHASE ANY OF THE VF NOTES OR THE NOTES. THE DISTRIBUTION OF THIS OFFERING CIRCULAR
AND THE OFFERING OF THE VF NOTES AND THE NOTES IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS OFFERING CIRCULAR COMES ARE
REQUIRED BY THE ISSUER AND THE PLACEMENT AGENT TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS. FOR A DESCRIPTION OF CERTAIN FURTHER RESTRICTIONS ON
OFFERS AND SALES OF THE VF NOTES AND THE NOTES AND DISTRIBUTION OF THIS OFFERING
CIRCULAR, SEE THE SECTIONS OF THIS OFFERING CIRCULAR HEADED "PLAN OF DISTRIBUTION" AND
"TRANSFER RESTRICTIONS" BELOW.
UNAUTHORISED INFORMATION
IN CONNECTION WITH THE ISSUE AND SALE OF THE VF NOTES OR THE NOTES, NO PERSON IS
AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN
THIS OFFERING CIRCULAR AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY OR ON BEHALF OF THE ISSUER, THE
PLACEMENT AGENT, THE TRUSTEE, THE COLLATERAL MANAGER OR THE COLLATERAL
ADMINISTRATOR. THE DELIVERY OF THIS OFFERING CIRCULAR AT ANY TIME DOES NOT IMPLY THAT
THE INFORMATION CONTAINED IN IT IS CORRECT AS AT ANY TIME SUBSEQUENT TO ITS DATE.
GENERAL NOTICE
For a discussion of certain factors regarding the Issuer, the VF Notes and the Notes that should be considered by
prospective purchasers of the VF Notes and Notes, see the Section of this Offering Circular headed "Risk
Factors".
See the Sections of this Offering Circular headed "Plan of Distribution" and "Transfer Restrictions" for certain
terms and conditions of the offering of the offered VF Notes and Notes hereunder.
EACH PURCHASER OF THE VF NOTES OR THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS
AND REGULATIONS IN FORCE IN EACH JURISDICTION AT ANY TIME IN WHICH IT PURCHASES, OFFERS
OR SELLS SUCH VF NOTES OR NOTES OR POSSESSES OR DISTRIBUTES THIS OFFERING CIRCULAR
AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE PURCHASE,
OFFER OR SALE BY IT OF SUCH VF NOTES OR NOTES UNDER THE LAWS AND REGULATIONS IN
FORCE IN ANY JURISDICTIONS TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES,
OFFERS OR SALES, AND NONE OF THE ISSUER, THE PLACEMENT AGENT (OR ANY OF THEIR
AFFILIATES), THE COLLATERAL MANAGER, THE TRUSTEE OR THE COLLATERAL ADMINISTRATOR
SPECIFIED HEREIN SHALL HAVE ANY RESPONSIBILITY THEREFOR
THE VF NOTES AND THE NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER APPLICABLE
SECURITIES LAWS (INCLUDING UNITED STATES FEDERAL AND STATE SECURITIES LAWS).
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
BY ITS PURCHASE OF ANY VF NOTE, CLASS A NOTE, CLASS B NOTE, CLASS C NOTE OR CLASS D
NOTE OR OF ANY INTEREST THEREIN, THE PURCHASER THEREOF AND EACH TRANSFEREE WILL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT, AT THE TIME OF ITS ACQUISITION AND
THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF SUCH NOTE OR INTEREST
THEREIN, EITHER (A) IT IS NOT AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE
U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO SECTION 406 OF ERISA, A "PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED, (THE "CODE"), OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S
INVESTMENT IN THE ENTITY OR OTHERWISE, OR A GOVERNMENTAL PLAN, NON-U.S. PLAN OR
CHURCH PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW OR
REGULATION ("SIMILAR LAWS") THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS PURCHASE, HOLDING AND DISPOSITION OF
SUCH VF NOTE, CLASS A NOTE, CLASS B NOTE, CLASS C NOTE OR CLASS D NOTE OR INTEREST
THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL
PLAN, NON-U.S. PLAN OR CHURCH PLAN, A VIOLATION OF ANY SIMILAR LAWS).
EACH PURCHASER AND TRANSFEREE OF A CLASS E SUBORDINATED NOTE, OR OF ANY INTEREST
THEREIN, WILL BE REQUIRED TO HAVE EXECUTED AN INVESTOR LETTER WITH RESPECT THERETO
(SUBSTANTIALLY IN THE FORM PROVIDED IN SCHEDULE 1 TO THE MASTER TRUST DEED) WHICH
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