5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

• Results of the

• Results of the Accompanying Study of the ARD/ZDF Media Commission, Berlin/Potsdam (Ergebnisse der Begleituntersuchung der ARD/ZDF-Medienkommission, Berlin/Potsdam: Erste DVB-T-Region Deutschlands), published in Media Perspektiven 12/2003; • Screen Digest; • Statistische Ämter des Bundes und der Länder; • Zenith Optimedia: Television in western Europe to 2012; February 2004; and • Zenith Optimedia: Advertising expenditure forecasts; December 2004. We believe that these industry publications, surveys and studies are reliable. However, we cannot assure you of the accuracy and completeness of such information and we have not independently verified such industry and market data. Furthermore, market data contained in this Prospectus may be based on sources which do not use the same or comparable methods of gathering information. In addition, the different sources used in this Prospectus may be based on information relating to different periods. As a result, comparability may be limited. Unless otherwise stated, market and demographic data are presented as of December 31, 2003. Some of the surveys or sources were compiled by our advisors and are not publicly available and accordingly may not be considered to be as independent as other third-party sources. In addition, in many cases we have made statements in this Prospectus regarding our industry and our position in the industry based on our experience and our own investigation of market conditions. We cannot assure you that any of these assumptions are accurate or correctly reflect our position in the industry, and none of our internal surveys or information have been verified by any independent sources. Any reference to a website contained in this Prospectus is for information purposes only and does not incorporate by reference the contents of the website. SUBSCRIBER DATA The subscriber data included in this Prospectus, including subscriber numbers, penetration rates, average revenue per user, market shares and churn rates, are derived from management estimates, are not part of the financial statements or financial reporting systems and have not been audited or otherwise reviewed by an outside auditor, consultant or expert. Unless otherwise stated, subscriber data for iesy and for ish are presented as of December 31, 2004. “Subscribers” refers to persons for whom iesy or ish receives revenues for its services, including under fixed subscriber contracts with housing associations and Level 4 operators who may have an actual number of subscribers that is higher or lower than the fixed subscriber number in the contract for which iesy or ish receives revenues. Persons counted as one subscriber may have more than one television in their home connected to iesy or ish’s service. We refer to “homes” as a single household, which may include an individual single-family dwelling or individual households within a multipledwelling unit. Each of iesy and ish calculates homes passed based on its estimate of the number of potential subscribers who are passed by its network and to whom it can offer its cable television services. For iesy, subscribers are categorized as residential, housing associations, and professional Level 4 operators. Residential subscribers typically represent accounts of one to five dwelling units. Housing associations typically represent accounts of six dwelling units and upwards and encompass professional property investors, public property owners, property management firms and financial investors. These include housing associations that not only own and operate their own Level 4 network, but also operate and administer the networks of other housing associations and, accordingly, may display certain characteristics similar to professional Level 4 operators. Professional Level 4 operators comprise BN, EWT, PrimaCom and Tele Columbus, iesy’s largest Level 4 customers. For ish, subscribers are categorized as residential, business, and strategic accounts. Residential typically represents subscribers in a single dwelling unit. Business typically represent multiple-dwelling units contracts based mainly with landlords, small and medium housing associations and local Level 4 operators. Strategic accounts encompass professional and other large Level 4 operators and large housing associations and represent customers outside of ish’s standard terms and conditions. Signal delivery services provided to ish KS are included among strategic accounts subscribers. 10

Revenue generating units, or “RGUs,” relate to sources of revenue which may not always be the same as subscriber numbers. For example, one person may subscribe to two different services, thereby accounting for only one subscriber but for two RGUs. Subscriber data relating to Premiere premium cable television services is estimated based on information disclosed by Premiere and has not been independently verified by iesy or ish. PRESENTATION OF FINANCIAL INFORMATION Unless otherwise indicated, financial information in this Prospectus has been prepared on the basis of German GAAP. German GAAP differs in certain significant respects from U.S. GAAP. In the future, we may also choose to or be required to adopt IFRS. For a discussion of certain significant differences between German GAAP, U.S. GAAP and IFRS, as they apply or would apply to us, see “Annex A: Summary of Certain Significant Differences Between German GAAP and U.S. GAAP” and “Annex B: Summary of Certain Significant Differences Between German GAAP and IFRS.” In early 2003, as part of the iesy Acquisition, the Issuer acquired control over New iesy, its direct subsidiary, iesy Hessen and its direct subsidiary, the iesy Predecessor, which later merged into iesy Hessen. The Issuer has consolidated the operating results and cash flows of the iesy group with its own from January 15, 2003. The financial information included herein for iesy as of and for the year ended December 31, 2002 relates to the iesy Predecessor. This financial information is generally comparable to the unaudited financial information of iesy Repository for the three months ended March 31, 2004 and March 31, 2005 and the audited financial information for the years ended December 31, 2003 and December 31, 2004, except in relation to the classification of certain expenses and a reduction in goodwill and other intangible assets in 2002 resulting in decreased amortization expenses following the iesy Acquisition. Furthermore, the level of senior debt at the iesy Predecessor prior to December 31, 2002 only reflects a proportion of the total senior debt of the group which is fully consolidated thereafter. The financial information included herein for iesy as of and for the year ended December 31, 2003 relates to the Issuer. The period after the iesy Acquisition involved significant changes in iesy’s strategic direction. Among other things, management information and financial processes and systems have been significantly enhanced since the iesy Acquisition. Prior to the iesy Acquisition, certain deficiencies existed with respect to operating and financial data. Accordingly, iesy has not included in this Prospectus a discussion or analysis of iesy Predecessor’s financial results or condition. See “Risk Factors—Risks Relating to Our Business—Certain of iesy’s financial information may not be representative of its actual results and its subscriber and operating data may not be accurate. It has not provided any discussion or analysis of the iesy Predecessor’s financial results or condition.” The financial information presented herein with respect to ish is based on the unaudited financial information for the three months ended March 31, 2004 and March 31, 2005, the audited financial information for the year ended December 31, 2004, the audited financial information for the year ended December 31, 2003 (including eleven months of operations for the subsidiaries acquired on January 31, 2003), and the unaudited financial information for the year ended December 31, 2003. The unaudited financial information of ish for the year ended December 31, 2003 is an aggregation of unaudited information for the month ended January 31, 2003 of the operating business of ish GP, ish KG, ish KS GP, ish KS and KSG, all of which were acquired by Kabelnetz KG on January 31, 2003, and the audited consolidated financial information for the year ended December 31, 2003 of ish, including eleven months of operations for the subsidiaries acquired on January 31, 2003. We have included the unaudited financial information for the year ended December 31, 2003 because it may be more useful for investors in comparing ish’s financial results in 2003 and 2004. Audited consolidated financial information does not exist in relation to ish’s business prior to the 2003 ish Acquisition in January 2003, and comparability of actual information would also be limited because only the non-operating subsidiaries of ish, Kabelnetz GP and Kabelnetz KG were included in the consolidated ish financial statements prior to the 2003 ish Acquisition. The pro forma and adjusted financial information contained herein is unaudited and has not been prepared in accordance with German GAAP, U.S. GAAP, SEC requirements or any other accounting standards. The financial information included in this Prospectus is not intended to comply with SEC reporting requirements. Compliance with such requirements would require the modification, reformulation or exclusion of certain financial measures, including ARPU, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and our pro forma and adjusted data. In addition, changes would be required in the presentation of certain other information, including the financial information for the Subsidiary Guarantors. 11

  • Page 1 and 2: PROSPECTUS iesy Repository GmbH €
  • Page 3 and 4: the market price of the Notes at a
  • Page 5 and 6: which the issue or the offer of sec
  • Page 7 and 8: “combined entity”, and “we”
  • Page 9: “Tele Columbus” refers to the c
  • Page 15 and 16: end of 2005. Our subscribers can al
  • Page 17 and 18: populations, with approximately 2.7
  • Page 19 and 20: In April/May 2005, iesy entered int
  • Page 21 and 22: Our Corporate and Financing Structu
  • Page 23 and 24: THE OFFERING The summary below desc
  • Page 25 and 26: Optional Redemption We may redeem a
  • Page 29 and 30: iesy Other Financial Data (unaudite
  • Page 31 and 32: iesy Operational Data (unaudited) R
  • Page 33 and 34: ish Income Statement Data Audited y
  • Page 35 and 36: 35 Three months ended Year ended De
  • Page 37 and 38: 37 As of December 31, As of March 3
  • Page 39 and 40: RISK FACTORS You should carefully c
  • Page 41 and 42: acquiring content, purchasing servi
  • Page 43 and 44: agreements—MSG”). We cannot ass
  • Page 45 and 46: In addition, most of our cable netw
  • Page 47 and 48: Strikes or other industrial actions
  • Page 49 and 50: acquisitions. In addition, any addi
  • Page 51 and 52: provision and may not be abusive. S
  • Page 53 and 54: €1,050.0 million would have been
  • Page 55 and 56: We depend on payments from our subs
  • Page 57 and 58: • Claims against the Issuer and s
  • Page 59 and 60: Senior Credit Facilities before the
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    court rulings did not address the p

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    THE ISH ACQUISITION The description

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    In addition to the warranties, spec

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    CAPITALIZATION The following table

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    Unaudited Pro Forma Condensed Conso

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    (€m, except percentages) Pro form

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    Income Statement Data 75 Audited Ye

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    (7) Number of subscribers at the en

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    • iesy’s premium cable televisi

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    egulated pricing model. Fees are pa

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    Risks Relating to Our Indebtedness

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    Legal, Consulting and Management Fe

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    Subscribers iesy classifies its cus

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    2003 to €8.20 per subscriber in t

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    • the senior credit facilities we

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    average installation fees from July

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    Cash flow from investing activities

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    In the three months ended March 31,

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    eview and optimization of services

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    Cash Flow from Operating Activities

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    oadcasters in television and radio.

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    educed or increased by a material a

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    Income Statement Data Audited year

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    109 As of December 31, As of March

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    • ish’s premium cable televisio

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    In addition, ish markets pay-per-vi

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    Cost of Materials and Services Cost

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    For accounting purposes, ish treats

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    Subscribers ish classifies its cust

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    Competition ish faces significant c

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    This decrease was primarily due to

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    Net Loss Net loss was €17.9 milli

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    Pension Obligations As of March 31,

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    Term Sheets with DTAG, BRN-ish agre

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    estructuring liabilities, while 200

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    accrual for pending losses. The exp

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    International Financial Reporting S

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    Content Providers Basic Television

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    Digital Home” and PrimaCom offers

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    [GRAPHIC] [GRAPHIC] Level 4 is the

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    shared access basis. In this case,

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    The following table shows several k

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    In the domestic market, the German

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    BUSINESS Unless otherwise indicated

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    Germany, with approximately 30.2 mi

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    Prudently deploying capital. Our de

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    iesy’s Current Basic Cable Televi

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    amounted to €8.0 million or 5.9%

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    within iesy’s upgraded areas and

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    Supply The following chart shows th

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    Term Sheet Service Duration Offer o

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    y the new fiber system. See “Oper

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    part of settling arbitration procee

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    Business of ish Products and Servic

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    ish’s Current Basic Cable Televis

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    In addition to the monthly subscrip

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    Customers who subscribe to Premiere

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    Sales ish’s sales team is divided

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    The following chart illustrates ish

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    Term Sheet Service Duration Co-use

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    Lease of space for broadband cable

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    Other Significant Supply Agreements

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    ights themselves. As an exception,

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    Competition The cable television an

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    Introduction REGULATION German law

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    We assume that we will be deemed to

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    The Amendment provides that provisi

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    • Providers who had a dominant po

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    in the Munich office of Apax Partne

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    Marketing for Germany and Austria,

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    Gerard Tyler is ish’s Treasurer.

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    Beneficial Ownership The following

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    period (unless the interest period

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    Subordinated Bridge Facility In con

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    • the ability of the Obligors (ot

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    owed by the Insolvent Obligor will

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    in London, the Bank of New York, Ne

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    Issuer have agreed that iesy Hessen

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    Subsidiary Guarantor outstanding wh

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    the amount of their secured claim.

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    provisions described under “—De

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    In addition, the Intercreditor Agre

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    Euro Note to and including February

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    circumstances referred to above exi

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    that it has unconditionally exercis

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    time outstanding not exceeding (i)

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    description of this covenant and no

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    Date of any Indebtedness that has b

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    (13) Investments in an aggregate am

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    supplement or other modification) t

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    (1) the assumption by the transfere

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    Reports Whether or not required by

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    of the European Union on January 1,

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    contemporaneously with any such act

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    25% in principal amount of the outs

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    (2) provide for the assumption by a

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    (6) an Officer’s Certificate stat

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    calculated based on the relevant cu

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    “Bank Indebtedness” means any a

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    Consolidated Net Income (excluding

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    (9) the impact of capitalized inter

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    “Exchange Act” means the U.S. S

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    (iii) for the avoidance of doubt, a

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    “Nationally Recognized Statistica

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    (2) Investments in another Person i

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    (15) Permitted Collateral Liens; (1

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    (5) in the case of Apollo and Golde

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    service level agreement as replaced

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    “Unrestricted Subsidiary” means

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    The Issuer and the Trustee and thei

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    Secondary Market Trading The Book-E

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    to trade tax. The taxable gain from

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    date). A U.S. Holder’s adjusted t

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    (c) for so long as the Notes are el

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    LEGAL MATTERS Certain legal matters

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    Assets iesy Hessen GmbH & Co. KG, W

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    I. Application of Legal Provisions

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    III. Explanation of Balance Sheet a

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    Last year’s extraordinary expense

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    iesy Repository GmbH, Hamburg AMEND

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    and remaining useful life for the i

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    The movements in consolidated equit

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    iesy Repository GmbH, Hamburg AMEND

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    Assets iesy Repository GmbH, Hambur

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    I. Basis of Presentation The consol

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    V. Explanations to Material Items o

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    Network infrastructure, rental, lea

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    iesy Repository GmbH, Hamburg UNAUD

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    1. Basis of Presentation iesy Repos

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    5. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    iesy Hessen GmbH & Co. KG, Weiterst

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    (3) Accounting and Valuation Princi

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    The following auditors’ report (B

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    Depreciation and Amortization COURT

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    Cost of materials COURTESY TRANSLAT

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    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

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    IFRS requires a purchase price allo

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    financial liability incurred result

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    €235,000,000 10 1 /8% Senior Note

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