PROSPECTUS ARLO II Limited - Irish Stock Exchange

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A rating is not a recommendation to buy, sell or hold a security and may be subject to revision or withdrawal at any time by the assigning rating agency. There can be no assurance that the Rating Agency will continue to monitor its rating of the Notes during the life of the Notes or that such rating may not be downgraded or withdrawn. Application has been made to the IFSRA as competent authority under Directive 2003/71/EC, for the Prospectus to be approved. Application has been made to the Irish Stock Exchange Limited (the “Irish Stock Exchange”) for the Notes to be admitted to the Official List and trading on its regulated market. Such market is a regulated market for the purposes of the Market in Financial Instruments Directive 2004/39/EC. The Prospectus will, subject to it being approved by the IFSRA in accordance with the requirements of the Prospectus Directive, comprise a Prospectus for the purposes of the Prospectus Directive. However, the Notes will not be so listed and admitted on the Issue Date and no assurance is given that such listing and admission will be obtained thereafter. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND THE ISSUER IS NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THE NOTES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). Each purchaser or holder of Notes will be deemed to represent that it is not, and for so long as it holds any Notes will not be, an employee benefit plan subject to the fiduciary responsibility provisions of ERISA, a plan subject to Section 4975 of the United States Internal Revenue Code of 1986, as amended, a person or entity whose assets include the assets of any such employee benefit plan or plan by reason of 29 C.F.R. Section 2510.3-101 or otherwise, or any other employee benefit plan without regard to the federal, state, local or foreign law pursuant to which the plan is organised or administered, and such purchaser or holder is not using the assets of any such plan to acquire the Notes. The language of the prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. 2
DOCUMENTS INCORPORATED BY REFERENCE The Base Prospectus are incorporated in, and shall be taken to form part of, this Prospectus: This document must be read and construed in conjunction with the Base Prospectus and shall be deemed to modify and supersede the contents of the Base Prospectus to the extent that a statement contained herein is inconsistent with such contents. 3
Page 1 and 2: PROSPECTUS ARLO II Limited (Incorpo
Page 3: RESPONSIBILITY STATEMENT The Issuer
Page 7 and 8: RISK FACTORS The following is a des
Page 9 and 10: the time of any such purchase. The
Page 11 and 12: Each prospective purchaser of the N
Page 13 and 14: None of the Issuer or any of the Pr
Page 15 and 16: approves the methodology and criter
Page 17 and 18: Noteholders should note the definit
Page 19 and 20: Interest shall accrue on the Custod
Page 21 and 22: conflict between the provisions of
Page 23 and 24: (A) If a Charged Assets Redemption
Page 25 and 26: (B) (C) (D) (E) The Charged Assets
Page 27 and 28: Entry Transfers of Corporate and Ot
Page 29 and 30: SUBSCRIPTION AND SALE General No ac
Page 31 and 32: Instruments and Exchange Law and an
Page 33 and 34: INFORMATION CONCERNING THE BANK OF
Page 35 and 36: GENERAL INFORMATION 1. Interests of
Page 37 and 38: SCHEDULE 1: FORM OF CONFIRMATION OF
Page 39 and 40: Transaction Type of any Successor i
Page 41 and 42: the Attachment Point. 2. Initial Ex
Page 43 and 44: including) the Scheduled Terminatio
Page 45 and 46: If a Charged Assets Redemption Even
Page 47 and 48: “Adjusted Notional Amount Further
Page 49 and 50: Cash Settlement Date has not occurr
Page 51 and 52: “Unwind Costs” means an amount,
Page 53 and 54: determination, and shall be conclus
Page 55 and 56:
are being satisfied in such Credit
Page 57 and 58:
under this Confirmation on the Sche
Page 59 and 60:
ANNEX I - REFERENCE PORTFOLIO ANNEX
Page 61 and 62:
ANNEX II NOTICE AND ACCOUNT DETAILS
Page 63 and 64:
SCHEDULE 2: FORM OF PARAGRAPH 11 OF
Page 65 and 66:
(iii) Alternative. The provisions o
Page 67 and 68:
The definition of "Value" is delete
Page 69 and 70:
IN WITNESS whereof, the parties her
Page 71 and 72:
Valuation Percentage (subject to be
Page 73 and 74:
US Sovereigns Europe Sovereigns Rat
Page 75 and 76:
SCHEDULE to the ISDA Master Agreeme
Page 77 and 78:
1. Termination Provisions In this A
Page 79 and 80:
(B) Party A's obligations to make p
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signatory hereto 4. Miscellaneous 4
Page 83 and 84:
Sections 5(b)(ii) (Tax Event), 5(b)
Page 85 and 86:
Assets relating to any other Discre
Page 87 and 88:
“(except that a notice or other c
Page 89 and 90:
Set out below are the relevant sett
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PROSPECTUS ARLO II Limited - Irish Stock Exchange

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