VALLAURIS II CLO PLC - Irish Stock Exchange

TRANSFERRED TO DUTCH RESIDENTS OTHER THAN A PMP ACQUIRING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A PMP AND THAT (3) IT WILL, IN
ACCORDANCE WITH THE 2005 POLICY RULES ON KEY CONCEPTS OF MARKET
ACCESS AND ENFORCEMENT OF THE WTK (BELEIDSREGEL 2005 KERNBEGRIPPEN
MARKTTOETREDING EN HANDHAVING WTK 1992) BY THE DUTCH CENTRAL BANK (DE
NEDERLANDSCHE BANK N.V.), VERIFY THAT SUCH TRANSFEREE QUALIFIES AS A
PMP; AND (4) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS
DESCRIBED HEREIN TO ANY SUBSEQUENT TRANSFEREE’’.
‘‘Dutch Residents’’ means:
Individuals or legal entities who are established, domiciled or have their residence in The
Netherlands.
‘‘Professional Market Parties’’ or ‘‘PMPs’’ means:
(a) any person or entity who or which is subject to supervision by a regulatory authority in
any country in order to lawfully operate in the financial markets (which includes:
authorised credit institutions, investment firms, other authorised or regulated financial
institutions, insurance companies, collective investment schemes and their management
companies, pension funds and their management companies, commodity dealers);
(b) any person or entity who or which engages in a regulated activity on the financial markets
but who or which is not subject to supervision by a regulatory authority (which includes:
exempt credit institutions, investment firms, financial institutions, insurance companies,
collective investment schemes and their management companies, pension funds and their
management companies, commodity dealers);
(c) the Dutch government (de Staat der Nederlanden), the Dutch Central Bank (De
Nederlandsche Bank N.V.), a foreign governmental body being part of a central
government, a foreign central bank, Dutch or foreign regional, local or other decentralised
governmental institutions, international treaty organisations and supranational
organisations;
(d) any entity whose corporate purpose is solely to invest in securities (which includes, without
limitation, hedge funds);
(e) any company or legal entity which meets at least two of the following three criteria
according to its most recent consolidated or nonconsolidated annual accounts: (i) an
average number of employees during the financial year of at least 250; (ii) total assets of at
least EUR 43,000,000; or (iii) an annual net turnover of at least EUR 50,000,000;
(f) any company having its registered office in The Netherlands which does not meet at least
two of the three criteria mentioned in (e) above and which has (a) expressly requested the
Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten; the
‘‘AFM’’) to be considered as a qualified investor, and (b) been entered on the register of
qualified investors maintained by the AFM;
(g) any natural person who is resident in The Netherlands if this person meets at least two (2)
of the following criteria:
(1) the investor has carried out transactions of a significant size on securities markets at
an average frequency of, at least, ten (10) per quarter over the previous four (4)
quarters;
(2) the size of the investor’s securities portfolio exceeds EUR 500,000;
(3) the investor works or has worked for at least one (1) year in the financial sector in a
professional position which requires knowledge of investment in securities;
provided this person has:
(i) expressly requested the AFM to be considered as a qualified investor; and
(ii) been entered on the register of qualified investors maintained by the AFM;
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