VALLAURIS II CLO PLC - Irish Stock Exchange

BOOK-ENTRY CLEARANCE PROCEDURES AND CERTAIN RELEVANT
PROVISIONS OF THE DEPOSITARY AGREEMENT
The information set out below has been obtained from sources that the Issuer believes to be reliable
and the Issuer accepts responsibility for correctly reproducing this information, but prospective investors
are advised to make their own enquiries as to such procedures. In particular, such information is subject
to any change in or reinterpretation of the rules, regulations and procedures of Euroclear or
Clearstream, Luxembourg (together, the ‘‘Clearing Systems’’) currently in effect, and investors wishing
to use the facilities of any of the Clearing Systems are therefore advised to confirm the continued
applicability of the rules, regulations and procedures of the relevant Clearing System. None of the Issuer,
the Registrar, the Trustee, the Lead Manager, the Joint Lead Managers or any Agent party to the
Agency Agreement (or any affiliate of any of the above, or any person by whom any of the above is
controlled for the purposes of the Securities Act) will have any responsibility for the performance by the
Clearing Systems or their respective direct or indirect participants or accountholders of their respective
obligations under the rules and procedures governing their operations or for the sufficiency for any
purpose of the arrangements described below.
Euroclear and Clearstream, Luxembourg
Custodial and depositary links have been established between Euroclear and Clearstream,
Luxembourg to facilitate the initial issue of the Notes and cross-market transfers of the CDIs
associated with secondary market trading. (See ‘‘Settlement and Transfer of Interests in CDIs’’
below).
Euroclear and Clearstream, Luxembourg each hold securities for their customers and facilitate
the clearance and settlement of securities transactions through electronic book-entry transfer between
their respective accountholders. Indirect access to Euroclear and Clearstream, Luxembourg is available
to other institutions which clear through or maintain a custodial relationship with an accountholder
of either system. Euroclear and Clearstream, Luxembourg provide various services including
safekeeping, administration, clearance and settlement of internationally-traded securities and securities
lending and borrowing. Euroclear and Clearstream, Luxembourg also deal with domestic securities
markets in several countries through established depositary and custodial relationships. Euroclear and
Clearstream, Luxembourg have established an electronic bridge between their two systems across
which their respective customers may settle trades with each other. Their customers are world-wide
financial institutions including underwriters, securities brokers and dealers, banks, trust companies and
clearing corporations. Investors may hold their interests in such CDIs directly through Euroclear or
Clearstream, Luxembourg if they are accountholders (‘‘Direct Participants’’) or indirectly (‘‘Indirect
Participants’’ and together with Direct Participants, ‘‘Participants’’) through organisations which are
accountholders therein.
Distributions of payments with respect to interests in the CDIs, held through Euroclear or
Clearstream, Luxembourg will be credited, to the extent received by the Depositary, to the cash
accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant
system’s rules and procedures.
The laws of some U.S. states require that certain persons take physical delivery of securities in
certificated form. Consequently, the ability to transfer beneficial interests in a CDI to such persons
may be limited.
As Euroclear and Clearstream, Luxembourg act on behalf of their respective accountholders
only, who in turn may act on behalf of their respective clients, the ability of beneficial owners who
are not accountholders with Euroclear or Clearstream, Luxembourg to pledge interests in the CDIs to
persons or entities that are not accountholders with Euroclear or Clearstream, Luxembourg, or
otherwise take action in respect of interests in the CDIs, may be limited.
Interests in the CDIs have not been accepted for clearance through the Depository Trust
Company.
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