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5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock

PROSPECTUS iesy Repository GmbH €235,000,000 10 1 /8% Senior Notes due 2015 $151,000,000 10 3 /8% Senior Notes due 2015 Guaranteed on a senior subordinated basis by New iesy GmbH, iesy Hessen GmbH & Co. KG, iesy Hessen Finanz-Management GmbH, iesy Services GmbH and KABELNETZ NRW HoldCo GmbH and certain other subsidiaries. We are offering €235.0 million principal amount of our 10 1 /8% euro-denominated senior notes due 2015 (“Euro Notes”) and $151.0 million principal amount of our 10 3 /8% U.S. dollar-denominated senior notes due 2015 (“Dollar Notes” and, together with the Euro Notes, the “Notes”). The Notes will mature on February 15, 2015. Interest will accrue from July 19, 2005 and will be paid on June 30 and December 31 of each year, and the first interest payment date will be December 31, 2005. The Notes will be senior obligations of iesy Repository GmbH (the “Issuer”). Our wholly owned subsidiaries, New iesy GmbH (“New iesy”), iesy Hessen GmbH & Co. KG (“iesy Hessen”), the general partner of iesy Hessen, iesy Hessen Finanz- Management GmbH (“iesy GP”), iesy Services GmbH (“iesy Services”), KABELNETZ NRW HoldCo GmbH (“Kabelnetz”) and certain other subsidiaries (together with New iesy, iesy Hessen, iesy GP, iesy Services and Kabelnetz, the “Subsidiary Guarantors”) will guarantee the Notes on a senior subordinated basis (the “Subsidiary Guarantees”). The Notes will be secured (the “Security”) by a pledge of the equity interests in New iesy, iesy Hessen and iesy GP that will be second-ranking (on a contractual basis). The Security and the Subsidiary Guarantees may be modified or released in certain circumstances. We may redeem all or part of the Notes prior to February 15, 2010 upon payment of a “make whole” premium. At any time on or after February 15, 2010, we may redeem the Notes in whole or in part by paying the redemption prices set forth in this Prospectus. In addition, on or before February 15, 2008, we may redeem up to 35% of the Notes with the net proceeds from equity offerings. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the Notes. If we undergo specific kinds of changes of control or sell certain of our assets under certain circumstances, we must offer to repurchase the Notes. Investing in the Notes involves risk. See “Risk Factors” beginning on page 27. The Notes and the Subsidiary Guarantees have not been registered under the U.S. federal securities laws or the securities laws of any other jurisdiction. We are offering the Notes only to qualified institutional buyers in accordance with Rule 144A of the U.S. Securities Act of 1933, as amended, and to non-U.S. persons outside the United States in accordance with Regulation S of the U.S. Securities Act of 1933, as amended. This is a Prospectus for the purposes of European Union Prospectus Directive 2003/71/EC. Application has been made to the Irish Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the Prospectus to be approved. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. The Dollar Notes that are sold to qualified institutional buyers will be eligible for trading in The PORTAL SM Market. Euro Notes price: 100% plus accrued interest, if any, from July 19, 2005. Dollar Notes price: 100% plus accrued interest, if any, from July 19, 2005. The Initial Purchasers are offering the Notes subject to various conditions. The Initial Purchasers expect that delivery of the Notes will be made to investors in book-entry form through The Depository Trust Company, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about July 19, 2005. Joint Book-Running Managers Citigroup Deutsche Bank JPMorgan August 12, 2005 1

  • Page 2 and 3: In making your investment decision,
  • Page 4 and 5: themselves about and observe those
  • Page 6 and 7: • changes in German tax laws; •
  • Page 8 and 9: “Issuer” refers to iesy Reposit
  • Page 10 and 11: • Results of the Accompanying Stu
  • Page 12 and 13: ARPU, EBITDA, Adjusted EBITDA, Adju
  • Page 14 and 15: SUMMARY This summary highlights cer
  • Page 16 and 17: Germany, with approximately 30.2 mi
  • Page 18 and 19: Prudently deploying capital. Our de
  • Page 20 and 21: Sources and Uses of Funding for the
  • Page 22 and 23: (6) iesy GP is the general partner
  • Page 24 and 25: Facility and the Existing Notes on
  • Page 26 and 27: Each of the covenants is subject to
  • Page 28 and 29: iesy Income Statement Data Audited
  • Page 30 and 31: Adjusted EBITDA 68,185 16,516 16,38
  • Page 32 and 33: (b) Housing associations typically
  • Page 34 and 35: ish Balance Sheet Data 34 Audited U
  • Page 36 and 37: (7) EBITDA less capital expenditure
  • Page 38 and 39: 38 As of and for the twelve months
  • Page 40 and 41: Premium cable television providers.
  • Page 42 and 43: agreements. However, upon request o
  • Page 44 and 45: Furthermore, ish entered into the B
  • Page 46 and 47: eflect what its financial results a
  • Page 48 and 49: interpretative guidance from the ta
  • Page 50 and 51: Our business would be materially an
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    We are required to design our digit

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    We are subject to significant restr

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    Other than pursuant to the Proceeds

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    • the act granting an insolvency

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    Existing Notes share ratably in all

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    We have not included IFRS or U.S. G

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    variable retention plan of 2002 and

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    USE OF PROCEEDS The estimated euro

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    UNAUDITED PRO FORMA CONDENSED CONSO

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    Unaudited Pro Forma Condensed Conso

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    (6) To record the assumed reduction

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    SELECTED FINANCIAL AND OPERATING IN

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    Operational Data (unaudited) 76 Yea

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    OPERATING AND FINANCIAL REVIEW AND

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    segment by an average of 31.1% and

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    total of approximately 217,000 home

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    television industry and GEMA (repre

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    Level 3 network in new construction

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    iesy experienced higher than usual

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    €30.0 million revolving credit fa

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    Results of Operations for the Three

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    Other interest and similar income O

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    Aggregate financial obligations The

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    Comparison of Results of Operations

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    2004. This decrease was primarily d

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    We anticipate that we will be highl

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    ate risk and changes in fair market

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    SELECTED FINANCIAL AND OPERATING IN

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    Operational Data (unaudited) Year e

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    OPERATING AND FINANCIAL REVIEW AND

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    television business generated €87

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    High Speed Internet Sales ish offer

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    terminated several nationwide carri

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    Allocations to Bad Debt Allowances

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    future. See “Risk Factors—Risks

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    Basis of Presentation of Financial

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    decreased to 10.5% in the three mon

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    126 Payments due by period (€’0

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    television and premium cable televi

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    Other operating expenses decreased

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    condition or results of operations

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    depreciation over the period of the

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    The German Television Market INDUST

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    The public sector comprises two bro

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    equire a set-top box for the recept

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    separation of the Level 3 network a

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    In Germany, the first DVB-T distrib

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    The German Internet Access Market G

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    Compared to most other regions, Nor

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    and North Rhine-Westphalia subscrib

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    populations, with approximately 2.7

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    (7) Revenue generating units, or

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    iesy’s Basic Cable Subscription F

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    Total revenues generated from the f

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    transmit the signals to approximate

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    Term Sheet Service Duration Co-use

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    Lease of space for broadband cable

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    iesy currently intends, depending o

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    Approximately 34% of iesy’s emplo

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    Subscriber Segments ish divides its

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    In addition to the above channels,

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    ish markets a variety of specialize

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    Telephony ish has operated its tele

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    ish monitors performance to ensure

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    The NOC is capable of performing a

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    Term Sheet Service Duration Offer o

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    Term Sheet Service Duration Energy

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    The licenses granted to ish under t

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    Employees The following table sets

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    associations. Level 4 operators als

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    approval by RegTP, provided that th

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    might result in a less strict “mu

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    on October 4, 2004, and is expected

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    Management of TopCo and TopCo GP MA

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    material matters, but the Advisory

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    Managing Directors The Managing Dir

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    the Advisory Boards elect the Chair

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    SECURITY OWNERSHIP The chart below

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    stapled securities is subject to, a

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    default is continuing or would occu

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    • enter into any material transac

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    The Proceeds Loans will be senior s

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    Limitations on Enforcement While th

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    Each Senior Lender, Hedging Bank an

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    • be effectively subordinated to

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    have accounts with Euroclear or Cle

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    all obligations owed to them before

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    • no more than one Stop Notice ma

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    The Indenture will permit or requir

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    Please see the section entitled “

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    the security agent for the Senior C

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    Selection and Notice If less than a

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    (6) except in the case of the liqui

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    set forth in the Indenture applicab

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    (8) Indebtedness Incurred in respec

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    (b) dividends or distributions paya

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    (a) from Net Available Cash to the

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    The provisions of the preceding par

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    (“Asset Disposition Offer”) to

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    similar agreement and other compens

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    For so long as the Notes are listed

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    Subsidiary Guarantee, the Indenture

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    (3) the failure by the Issuer to co

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    Amendments and Waivers Subject to c

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    Acts by Holders In determining whet

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    otherwise. The Trustee will be perm

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    “Apollo” means each of the fund

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    (6) Indebtedness or preferred stock

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    (3) since the beginning of such per

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    to the Trustee as “Designated Sen

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    “Holder” or “holder” means

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    (2) securities issued or directly a

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    (5) expenses incurred by any Parent

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    (3) Liens imposed by law, including

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    “Rating Decline” means the occu

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    obligations contemplated by the Sen

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    “Subsidiary Guarantor Senior Inde

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    General BOOK-ENTRY, DELIVERY AND FO

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    Payments by participants to owners

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    TAX CONSIDERATIONS The following is

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    described above or presents a certi

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    NOTICE TO INVESTORS We have not reg

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    BE REMOVED UPON THE REQUEST OF THE

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    it in connection with the issue or

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    INDEPENDENT AUDITORS The financial

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    SERVICE OF PROCESS AND ENFORCEMENT

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    Except as disclosed in this Prospec

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    INDEPENDENT AUDITORS’ REPORT We h

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    iesy Hessen GmbH & Co. KG, Weiterst

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    Deferred Income Deferred income has

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    In 2002 extraordinary depreciation

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    • Brooks Newmark, Managing Direct

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    iesy Repository GmbH, Hamburg CONSO

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    3. Scope of Consolidation The conso

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    6. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    INDEPENDENT AUDITORS’ REPORT We h

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    iesy Repository GmbH, Hamburg CONSO

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    Low-value assets with an acquisitio

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    The capitalized expenses for the st

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    iesy Repository GmbH, Hamburg CONSO

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    iesy Repository GmbH, Hamburg UNAUD

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    Inventories are valued at acquisiti

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    The capitalized expenses for the st

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    iesy Repository GmbH, Hamburg UNAUD

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Inventories COURTESY TRANSLATION FR

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    Goodwill COURTESY TRANSLATION FROM

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    (3) Accounting and Valuation Princi

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Sales COURTESY TRANSLATION FROM THE

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    376

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    COURTESY TRANSLATION FROM THE GERMA

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    Consolidation Principles COURTESY T

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    Accruals for Pensions COURTESY TRAN

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    Goodwill COURTESY TRANSLATION FROM

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    ANNEX A Summary of Certain Signific

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    Deferred Taxes Under German GAAP, d

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    ANNEX B Summary of Certain Signific

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    Under IFRS, IAS 19 requires provisi

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    THE ISSUER iesy Repository GmbH Als

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    400

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