VALLAURIS II CLO PLC - Irish Stock Exchange

For the avoidance of doubt, all references in this section ‘‘Subscription and Sale’’ hereafter to
‘‘Notes, shall also include CDIs.
Ireland
Each Manager has agreed that:
(a) it will not underwrite the issue of, or place the Notes, otherwise than in conformity with
the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including,
without limitation, Sections 9 and 23 thereof and any codes of conduct rules made under
Section 37 thereof and the provisions of the Investor Compensation Act 1998;
(b) it will not underwrite the issue of, or place, the Notes, otherwise than in conformity with
the provisions of the Irish Central Bank Acts 1942 – 2003 (as amended) and any codes of
conduct rules made under Section 117(1) thereof;
(c) it will not underwrite the issue of, or place, or do anything in Ireland in respect of the
Notes otherwise in conformity with the provisions of the Irish Prospectus (Directive 2003/
71/EC) Regulations 2005 and any rules issued under Section 51 of the Irish Investment
Funds, Companies and Miscellaneous Provisions Act 2005, by the Irish Central Bank and
Financial Services Regulatory Authority (IFSRA); and
(d) it will not underwrite the issue of, place or otherwise act in Ireland in respect of the
Notes, otherwise than in conformity with the provisions of the Irish Market Abuse
(Directive 2003/6/EC) Regulations 2005 and any rules issued under Section 34 of the Irish
Investment Funds, Companies and Miscellaneous Provisions Act 2005 by IFSRA.
France
Each of the Lead Manager, the Joint Lead Managers and the Issuer has represented and agreed
that (i) it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the
public in the Republic of France, and (ii) any such offers or sales of Notes have been and shall be
made in the Republic of France only to a) providers of investment services relating to portfolio
management for the account of third parties and/or b) qualified investors (investisseurs qualifiés)
acting for their own account, each as defined in and in accordance with article L411-1, article L411-2
and articles D411-1 to D411-2 (excluding individuals) of the Code Monétaire et Financier.
In addition, each of the Lead Manager, the Joint Lead Managers and the Issuer has represented
and agreed that it has not distributed or caused to be distributed and will not distribute or cause to
be distributed, in the Republic of France, the Prospectus or any other any offering material relating
to the Notes other than to investors to whom offers and sales of Notes in the Republic of France
may be made as described above.
The Netherlands
The Notes (including rights representing an interest in a Note in global form) may only be
offered, directly or indirectly, as part of their initial distribution or at any time thereafter, in The
Netherlands, to Dutch Residents qualifying as ‘‘Professional Market Parties’’ or ‘‘PMPs’’ provided
they acquire the Notes for their own account and provided that the Notes bear a legend to the
following effect:
‘‘THIS NOTE (OR ANY INTEREST THEREIN) MAY NOT BE SOLD, TRANSFERRED
OR DELIVERED TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS (‘‘DUTCH
RESIDENTS’’) OTHER THAN PROFESSIONAL MARKET PARTIES WITHIN THE MEANING
OF THE EXEMPTION REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION
OF CREDIT INSTITUTIONS 1992 (AS AMENDED OR RE-ENACTED) (EACH, A ‘‘PMP’’).
EACH DUTCH RESIDENT HOLDER OF THIS NOTE (OR ANY INTEREST THEREIN),
BY PURCHASING THIS NOTE (OR ANY INTEREST THEREIN), WILL BE DEEMED TO
HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT (1) IT IS
A PMP AND IS ACQUIRING THIS NOTE (OR ANY INTEREST THEREIN) FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A PMP, THAT (2) THIS NOTE (OR ANY
INTEREST THEREIN) MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
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