VALLAURIS II CLO PLC - Irish Stock Exchange

TRANSFER RESTRICTIONS
Because of the following restrictions, purchasers are advised to consult legal counsel prior to
making any offer, resale, pledge or transfer of the Notes (including the CDIs)
A beneficial interest in a Regulation S Global Note may be transferred to a person who wishes
to take delivery of such interest through a Rule 144A Global Note only upon receipt by the Registrar
of a written certification (in the applicable form provided in the Trust Deed) to the effect that such
transfer is being made to a person that is a QIB who is also a Qualified Purchaser (for the purposes
of section 3(c)(7) of the Investment Company Act, as amended) and in accordance with any
applicable securities laws of any state of the United States or any other jurisdiction. Neither U.S.
Persons (as defined in Regulation S under the Securities Act) nor U.S. residents (as determined for
the purposes of the Investment Company Act) may hold an interest in a Regulation S Global Note at
any time.
For the avoidance of doubt, all references in this section ‘‘Transfer Restrictions’’ hereafter to
‘‘Notes’’ shall also include CDIs.
Rule 144A Notes
Each prospective purchaser of Rule 144A Notes, by accepting delivery of this Prospectus, will be
deemed to have represented, agreed and acknowledged as follows:
(a)
(b)
such person acknowledges that this Prospectus is personal to it and does not constitute an
offer to any other person or to the public generally to subscribe for or otherwise acquire
Notes other than pursuant to Rule 144A or in offshore transactions in accordance with
Regulation S. Distribution of this Prospectus, or disclosure of any of its contents to any
person other than such offeree and those persons, if any, retained to advise it with respect
thereto is unauthorised and any disclosure of any of its contents, without the prior written
consent of the Issuer, is prohibited; and
such person agrees not to make any photocopies of this Prospectus or any documents
referred to herein and, if such person does not purchase any Notes or the offering is
terminated, to return this Prospectus and all documents referred to herein to the Lead
Manager or the Joint Lead Managers or the Affiliate thereof who furnished this Prospectus
and those documents.
Each purchaser of Notes represented by a Rule 144A Global Note will be deemed to have
represented and agreed as follows:
(a)
(b)
The purchaser (a) is a qualified institutional buyer (‘‘QIB’’) as defined in Rule 144A, (b) is
aware that the sale of such Rule 144A Notes to it is being made in reliance on Rule 144A,
(c) is acquiring such Notes for its own account or for the account of a QIB as to which
the purchaser exercises sole investment discretion, and in a principal amount outstanding
of not less than A250,000 for the purchaser and for each such account and (d) will provide
notice of the transfer restrictions described herein to any subsequent transferees.
The purchaser understands that such Rule 144A Notes have not been and will not be
registered under the Securities Act, and may be reoffered, resold or pledged or otherwise
transferred only (a)(i) to a person whom the purchaser reasonably believes is a QIB
purchasing for its own account or for the account of a QIB as to which the purchaser
exercises sole investment discretion in a transaction meeting the requirements of Rule 144A
or (ii) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S
and (b) in accordance with all applicable securities laws including the securities laws of any
state of the United States. The purchaser understands that the Issuer has not been
registered under the Investment Company Act, and that the Issuer is exempt from
registration as such by virtue of Section 3(c)(7) of the Investment Company Act. The
purchaser understands that before any interest in a Rule 144A Note may be offered, sold,
pledged or otherwise transferred to a person who takes delivery in the form of an interest
in the Regulation S Notes, the Registrar is required to receive a written certification from
the purchaser (in the form provided in the Trust Deed) as to compliance with the transfer
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