Views
5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

High Speed Internet

High Speed Internet Sales ish offers high speed Internet services to subscribers in upgraded areas. ish’s high speed Internet business generates sales primarily through subscription fees. In addition, ish also derives revenues from activation charges, which are periodically waived in connection with promotions to attract new subscribers. ish currently has the following three high speed Internet products: ish high speed Internet products Description ish Internet flat 256 kbit/s product which is targeted at Internet beginners and occasional Internet users ish Internet flat plus up to a 2 Mbit/s product designed to compete with other high speed Internet providers ish Internet flat pro service that offers speed up to 5 Mbit/s downstream and 512 kbit/s upstream and which represents one of the fastest in the German market for residential high speed Internet services As of March 31, 2005, ish served approximately 19,000 high speed Internet subscribers and approximately 16,000 high speed Internet subscribers as of December 31, 2004. ish’s high speed Internet business generated €1.6 million (1.6%) of ish’s total revenues in the three months ended March 31, 2005 and €5.3 million (1.2%) of its revenues for the year ended December 31, 2004. Going forward, ish expects to derive additional subscription and installation fees from increased subscriptions for ish’s high speed Internet products. ish expects to continue to upgrade its network only, in conjunction with new business and strategic accounts contracts to a full bi-directional capability. As of March 31, 2005, ish’s upgraded bi-directional network passed 1.3 million homes in the North Rhine-Westphalia region. Telephony Sales ish offers telephony services to subscribers in upgraded areas. In 2003, ish discontinued marketing “ish Telefon” as a stand alone service. Since the third quarter of 2004, ish has marketed telephony services only in a bundle with high speed Internet access under the “ish Zusammen” brand for an additional €5.00 monthly fee on top of the respective ish Internet tariff, as a way to increase ARPU at low additional cost. The number of telephony subscribers was approximately 7,000 as of March 31, 2005 and approximately 5,000 as of December 31, 2004. ish’s telephony services generated €0.5 million (0.5%) of ish’s total revenues for the three months ended March 31, 2005 and €1.1 million (0.3%) of its total revenues for the year ended December 31, 2004. Other Revenues Other revenues primarily consists of own work capitalized, the release of accruals relating to prior periods and prior period income. ish has historically recognized a fairly significant amount of other revenues. ish believes this item will decline over time. In the three months ended March 31, 2005, other revenues were €3.4 million (3.4%) of ish’s total revenues and €22.4 million (5.3%) of ish’s total revenues for the year ended December 31, 2004. Own Work Capitalized. Own work capitalized reflects that portion of personnel costs and related overhead which is directly attributable to the planning and construction of projects related primarily to the upgrading of ish’s network. Under German GAAP, these costs are also reflected in ish’s revenues to the extent capitalized. If and to the extent ish’s upgrading activities (and hence capitalized costs) increase, the contribution from own work capitalized to revenues will also increase. Own work capitalized in the three months ended March 31, 2005 was €1.3 million (1.3%) of ish’s total revenues and for the year ended December 31, 2004 was €6.0 million, or 1.4% of ish’s total revenues. Other Operating Income. Other operating income in the three months ended March 31, 2005 amounted to €2.1 million (2.1%) of ish’s total revenues and for the year ended December 31, 2004 amounted to €16.4 million (3.9%) of ish’s total revenues mainly resulting from income related to previous financial years and value adjustments. 114

Cost of Materials and Services Cost of materials consists of cost of raw materials and supplies, and cost of purchased services. The former is comprised mainly of repairs and maintenance costs, and the latter of network infrastructure services costs, which include costs under SLAs and the BRN-ish agreements with DTAG and other agreements, and customer care, billing and network systems. Repair and maintenance costs will be affected by the development of new products and services and may increase. DTAG ish’s most significant costs include payments under Term Sheets with DTAG for the use of DTAG assets which are shared between ish’s network and that of DTAG and for services provided by DTAG. These assets include underground ducts used to house DTAG’s telephony network and ish’s cable television network; facilities which house DTAG’s telephony switches and ish’s cable television headends; tower space used to house ish’s transmission devices; rental space housing ish’s microwave equipment used to transmit cable television signals; electricity supplied to shared facilities; and fiber optic systems used to transmit ish’s cable television signals. The costs incurred for the leasing of underground ducts from DTAG are presented under depreciation and interest expense because the duct lease is treated as a capital lease. For a description of the Term Sheets, see “Business of ish—Supply—SLAs with DTAG.” The services and assets supplied by DTAG to ish are defined under the Term Sheets that ish has entered into with DTAG. If DTAG terminates any of these Term Sheets, ish would be required to obtain replacements, which could be difficult and could be more expensive. See “Risk Factors—Risks Relating to Our Business—We rely on DTAG and certain of its affiliates for a significant part of our network. Any disruption or termination of our arrangements with DTAG would materially and adversely affect our business and results of operations.” Services and facilities provided under the SLAs are governed by their respective Term Sheets. ish has renegotiated the Term Sheets in 2002, which resulted in an annual price reduction. Since 2004, ish has undertaken an AMTV replacement project. ish expects to complete this project by July 2005. Through this project, microwave, satellite and radio transmission capacity is being replaced by optical fiber links of managed bandwidth. Fiber bandwidth is provided by DTAG on a 10-year fixed price contract, the “BRN-ish agreements,” (with an option of ish for a 10-year extension under the same terms and conditions if DTAG terminates these agreements after ten years). Any earlier termination by ish of these agreements requires the payment of a termination fee. MSG ish delivers Premiere’s program packages and encryption data in cooperation with MSG’s digital playout facility. ish also obtains certain encryption services from MSG for the delivery of its ish Digital TV, including foreign-language programming packages (ish uses its own NOC in Kerpen for delivery of the remainder of its premium cable television programming). ish is obligated under its service agreement with MSG to pay its share of the costs associated with the facility’s operation. MSG allocates these costs based on digitally reachable subscriber numbers among iesy, Kabel BW, ish and KDG. While MSG must substantiate those costs to us, ish has no control over the costs of operating the facility or the amount that MSG deems to be our allocable share of such costs. ish had disputes with MSG as to past billings related to the provision of digital playout services from 2001 to 2004. In 2004, a settlement was reached covering such period. ish incurred expenses of €4.7 million for services provided by MSG for the year ended December 31, 2004. See “Risk Factors—Risks Relating to our Business—We rely on MSG, a subsidiary of KDG, for the provision of certain digital playout services and because of changes in our relationship with MSG, our premium cable television services could be disrupted or may lead to higher costs. Existing contracts of MSG with third parties, especially Premiere, as well as our current agreements with MSG could adversely affect the development of our digital strategy.” MSG has entered into a service agreement with ish under which MSG provides digital playout services for a part of ish’s premium cable television offering, such as reception, decoding, multiplexing, encryption, conditional access management and uplinking, as well as contract management for analog carriage agreements. Term Sheet 1 relates to the installation and operation of MSG’s digital playout facility and the allocation of costs and revenues for the distribution of the programs over this facility. Term Sheet 1 has been partially terminated but remains in place with respect to several channels, including the five channels granted to MSG (S27-31) through which ish has enabled MSG the provision of feed-in services in ish’s network to Premiere. Term Sheet 1 generally expires on February 1, 2009 and, with respect to services related to the distribution of Premiere, on December 31, 2007. The parties further agreed to renegotiate this Term Sheet in good faith by December 31, 2005. Term Sheet 4, relates to contract management for the analog nationwide feed-in agreements. Term Sheet 4 has an indefinite term. It can be terminated by either party at the end of each year with six months’ notice. DTAG has recently 115

  • 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 and 10:

    “Tele Columbus” refers to the c

  • Page 11 and 12:

    Revenue generating units, or “RGU

  • Page 13 and 14:

    CURRENCY PRESENTATION AND EXCHANGE

  • 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 27 and 28:

    SUMMARY FINANCIAL AND OPERATING INF

  • 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

  • Page 61 and 62:

    court rulings did not address the p

  • Page 63 and 64: THE ISH ACQUISITION The description
  • Page 65 and 66: In addition to the warranties, spec
  • Page 67 and 68: CAPITALIZATION The following table
  • Page 69 and 70: Unaudited Pro Forma Condensed Conso
  • Page 71 and 72: NOTES TO THE UNAUDITED PRO FORMA CO
  • Page 73 and 74: (€m, except percentages) Pro form
  • Page 75 and 76: Income Statement Data 75 Audited Ye
  • Page 77 and 78: (7) Number of subscribers at the en
  • Page 79 and 80: • iesy’s premium cable televisi
  • Page 81 and 82: egulated pricing model. Fees are pa
  • Page 83 and 84: Risks Relating to Our Indebtedness
  • Page 85 and 86: Legal, Consulting and Management Fe
  • Page 87 and 88: Subscribers iesy classifies its cus
  • Page 89 and 90: 2003 to €8.20 per subscriber in t
  • Page 91 and 92: • the senior credit facilities we
  • Page 93 and 94: average installation fees from July
  • Page 95 and 96: Cash flow from investing activities
  • Page 97 and 98: In the three months ended March 31,
  • Page 99 and 100: eview and optimization of services
  • Page 101 and 102: Cash Flow from Operating Activities
  • Page 103 and 104: oadcasters in television and radio.
  • Page 105 and 106: educed or increased by a material a
  • Page 107 and 108: Income Statement Data Audited year
  • Page 109 and 110: 109 As of December 31, As of March
  • Page 111 and 112: • ish’s premium cable televisio
  • Page 113: In addition, ish markets pay-per-vi
  • Page 117 and 118: For accounting purposes, ish treats
  • Page 119 and 120: Subscribers ish classifies its cust
  • Page 121 and 122: Competition ish faces significant c
  • Page 123 and 124: This decrease was primarily due to
  • Page 125 and 126: Net Loss Net loss was €17.9 milli
  • Page 127 and 128: Pension Obligations As of March 31,
  • Page 129 and 130: Term Sheets with DTAG, BRN-ish agre
  • Page 131 and 132: estructuring liabilities, while 200
  • Page 133 and 134: accrual for pending losses. The exp
  • Page 135 and 136: International Financial Reporting S
  • Page 137 and 138: Content Providers Basic Television
  • Page 139 and 140: Digital Home” and PrimaCom offers
  • Page 141 and 142: [GRAPHIC] [GRAPHIC] Level 4 is the
  • Page 143 and 144: shared access basis. In this case,
  • Page 145 and 146: The following table shows several k
  • Page 147 and 148: In the domestic market, the German
  • Page 149 and 150: BUSINESS Unless otherwise indicated
  • Page 151 and 152: Germany, with approximately 30.2 mi
  • Page 153 and 154: Prudently deploying capital. Our de
  • Page 155 and 156: iesy’s Current Basic Cable Televi
  • Page 157 and 158: amounted to €8.0 million or 5.9%
  • Page 159 and 160: within iesy’s upgraded areas and
  • Page 161 and 162: Supply The following chart shows th
  • Page 163 and 164: Term Sheet Service Duration Offer o
  • Page 165 and 166:

    y the new fiber system. See “Oper

  • Page 167 and 168:

    part of settling arbitration procee

  • Page 169 and 170:

    Business of ish Products and Servic

  • Page 171 and 172:

    ish’s Current Basic Cable Televis

  • Page 173 and 174:

    In addition to the monthly subscrip

  • Page 175 and 176:

    Customers who subscribe to Premiere

  • Page 177 and 178:

    Sales ish’s sales team is divided

  • Page 179 and 180:

    The following chart illustrates ish

  • Page 181 and 182:

    Term Sheet Service Duration Co-use

  • Page 183 and 184:

    Lease of space for broadband cable

  • Page 185 and 186:

    Other Significant Supply Agreements

  • Page 187 and 188:

    ights themselves. As an exception,

  • Page 189 and 190:

    Competition The cable television an

  • Page 191 and 192:

    Introduction REGULATION German law

  • Page 193 and 194:

    We assume that we will be deemed to

  • Page 195 and 196:

    The Amendment provides that provisi

  • Page 197 and 198:

    • Providers who had a dominant po

  • Page 199 and 200:

    in the Munich office of Apax Partne

  • Page 201 and 202:

    Marketing for Germany and Austria,

  • Page 203 and 204:

    Gerard Tyler is ish’s Treasurer.

  • Page 205 and 206:

    CERTAIN RELATIONSHIPS AND RELATED P

  • Page 207 and 208:

    Beneficial Ownership The following

  • Page 209 and 210:

    DESCRIPTION OF OTHER INDEBTEDNESS T

  • Page 211 and 212:

    period (unless the interest period

  • Page 213 and 214:

    Subordinated Bridge Facility In con

  • Page 215 and 216:

    • the ability of the Obligors (ot

  • Page 217 and 218:

    owed by the Insolvent Obligor will

  • Page 219 and 220:

    DESCRIPTION OF THE NOTES The Issuer

  • Page 221 and 222:

    in London, the Bank of New York, Ne

  • Page 223 and 224:

    Issuer have agreed that iesy Hessen

  • Page 225 and 226:

    Subsidiary Guarantor outstanding wh

  • Page 227 and 228:

    the amount of their secured claim.

  • Page 229 and 230:

    provisions described under “—De

  • Page 231 and 232:

    In addition, the Intercreditor Agre

  • Page 233 and 234:

    Euro Note to and including February

  • Page 235 and 236:

    circumstances referred to above exi

  • Page 237 and 238:

    that it has unconditionally exercis

  • Page 239 and 240:

    time outstanding not exceeding (i)

  • Page 241 and 242:

    description of this covenant and no

  • Page 243 and 244:

    Date of any Indebtedness that has b

  • Page 245 and 246:

    (13) Investments in an aggregate am

  • Page 247 and 248:

    supplement or other modification) t

  • Page 249 and 250:

    (1) the assumption by the transfere

  • Page 251 and 252:

    Reports Whether or not required by

  • Page 253 and 254:

    of the European Union on January 1,

  • Page 255 and 256:

    contemporaneously with any such act

  • Page 257 and 258:

    25% in principal amount of the outs

  • Page 259 and 260:

    (2) provide for the assumption by a

  • Page 261 and 262:

    (6) an Officer’s Certificate stat

  • Page 263 and 264:

    calculated based on the relevant cu

  • Page 265 and 266:

    “Bank Indebtedness” means any a

  • Page 267 and 268:

    Consolidated Net Income (excluding

  • Page 269 and 270:

    (9) the impact of capitalized inter

  • Page 271 and 272:

    “Exchange Act” means the U.S. S

  • Page 273 and 274:

    (iii) for the avoidance of doubt, a

  • Page 275 and 276:

    “Nationally Recognized Statistica

  • Page 277 and 278:

    (2) Investments in another Person i

  • Page 279 and 280:

    (15) Permitted Collateral Liens; (1

  • Page 281 and 282:

    (5) in the case of Apollo and Golde

  • Page 283 and 284:

    service level agreement as replaced

  • Page 285 and 286:

    “Unrestricted Subsidiary” means

  • Page 287 and 288:

    The Issuer and the Trustee and thei

  • Page 289 and 290:

    Secondary Market Trading The Book-E

  • Page 291 and 292:

    to trade tax. The taxable gain from

  • Page 293 and 294:

    date). A U.S. Holder’s adjusted t

  • Page 295 and 296:

    (c) for so long as the Notes are el

  • Page 297 and 298:

    PLAN OF DISTRIBUTION We, the Subsid

  • Page 299 and 300:

    LEGAL MATTERS Certain legal matters

  • Page 301 and 302:

    WHERE YOU CAN FIND OTHER INFORMATIO

  • Page 303 and 304:

    Listing LISTING AND GENERAL INFORMA

  • Page 305 and 306:

    INDEX TO FINANCIAL STATEMENTS iesy

  • Page 307 and 308:

    Assets iesy Hessen GmbH & Co. KG, W

  • Page 309 and 310:

    I. Application of Legal Provisions

  • Page 311 and 312:

    III. Explanation of Balance Sheet a

  • Page 313 and 314:

    Last year’s extraordinary expense

  • Page 315 and 316:

    INDEPENDENT AUDITORS’ REPORT We h

  • Page 317 and 318:

    iesy Repository GmbH, Hamburg AMEND

  • Page 319 and 320:

    and remaining useful life for the i

  • Page 321 and 322:

    The movements in consolidated equit

  • Page 323 and 324:

    iesy Repository GmbH, Hamburg AMEND

  • Page 325 and 326:

    Assets iesy Repository GmbH, Hambur

  • Page 327 and 328:

    I. Basis of Presentation The consol

  • Page 329 and 330:

    V. Explanations to Material Items o

  • Page 331 and 332:

    Network infrastructure, rental, lea

  • Page 333 and 334:

    iesy Repository GmbH, Hamburg UNAUD

  • Page 335 and 336:

    1. Basis of Presentation iesy Repos

  • Page 337 and 338:

    5. Explanations to Material Items o

  • Page 339 and 340:

    Shareholdings of iesy Repository Gm

  • Page 341 and 342:

    iesy Hessen GmbH & Co. KG, Weiterst

  • Page 343 and 344:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 345 and 346:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 347 and 348:

    (1) General COURTESY TRANSLATION FR

  • Page 349 and 350:

    (3) Accounting and Valuation Princi

  • Page 351 and 352:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 353 and 354:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 355 and 356:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 357 and 358:

    The following auditors’ report (B

  • Page 359 and 360:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 361 and 362:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 363 and 364:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 365 and 366:

    Inventories COURTESY TRANSLATION FR

  • Page 367 and 368:

    Goodwill COURTESY TRANSLATION FROM

  • Page 369 and 370:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 371 and 372:

    Depreciation and Amortization COURT

  • Page 373 and 374:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 375 and 376:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 377 and 378:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 379 and 380:

    (1) General COURTESY TRANSLATION FR

  • Page 381 and 382:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 383 and 384:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 385 and 386:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 387 and 388:

    Cost of materials COURTESY TRANSLAT

  • Page 389 and 390:

    [THIS PAGE INTENTIONALLY LEFT BLANK

  • Page 391 and 392:

    Goodwill. Under German GAAP, the di

  • Page 393 and 394:

    Under U.S. GAAP, loan origination f

  • Page 395 and 396:

    IFRS requires a purchase price allo

  • Page 397 and 398:

    financial liability incurred result

  • Page 399 and 400:

    €235,000,000 10 1 /8% Senior Note

100.0 - Irish Health Repository
Untitled - Irish Health Repository
Untitled - Irish Health Repository
KYCR Coil Industries Ltd. - Dhaka Stock Exchange
directors - Colombo Stock Exchange
NEHB COVER - Irish Health Repository
A Step Ahead - Irish Health Repository
Traveller Ethnicity - Irish Health Repository
(1) Public Analyst Lab - Irish Health Repository
1 - Irish Health Repository
to renewables than meets the eye - Channel Islands Stock Exchange
in Shared Services - Irish Health Repository
Runge presentation - Australian Stock Exchange
and Chief Financial Officer - Bombay Stock Exchange
Women and Cardiovascular Health - Irish Health Repository
Notes to the Financial Statements Contd.... - Colombo Stock Exchange
National Health Information Strategy - Irish Health Repository
[PDF] King of the Club: Richard Grasso and the Survival of the New York Stock Exchange Download by - Charles Gasparino
Otolaryngology Services.qxd - Irish Health Repository
Untitled - Irish Health Repository
Untitled - Irish Health Repository
SEDOL Masterfile User guide - London Stock Exchange
UNITED STATES SECURITIES AND EXCHANGE ... - Volcom
Rheumatology Services.qxd - Irish Health Repository
sofia - Bulgarian Stock Exchange
MHB News Sept 2004 - Irish Health Repository
Quality and Fairness report - Irish Health Repository
Health Needs of Travellers - Irish Health Repository
MHB Sex Health Book using S - Irish Health Repository