iesy Repository GmbH - Irish Stock Exchange

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iesy’s Basic Cable Subscription Fees The basis for the subscription fees for iesy’s basic cable television services is its standard rate card. The rate card was originally established by DTAG and is based on network element costing. There are several anomalies within this rate card structure and other legacy arrangements which iesy has sought, over the past several years, to correct. See “Operating and Financial Review and Prospects of iesy—Factors Affecting Our Results of Operations—Basic cable television sales.” The following table shows iesy’s standard rate card for its basic cable offering, which is based upon the number of dwelling units connected to each connection point from Level 3 to Level 4 networks: Subscriber category 156 Standard rate (monthly subscription rate in €, excluding VAT) (1) Flat rate (monthly subscription rate in €, excluding VAT) (2) Single subscriber 12.73 NA 2 and 3 dwelling units 11.46 NA 1-10 (for more than 3) dwelling units 8.74 NA 6 dwelling units 8.74 7.29 7 dwelling units 8.74 6.25 1-10 (for more than 7) dwelling units 8.74 6.12 11-20 dwelling units 7.82 5.47 21-40 dwelling units 6.19 4.33 41-100 dwelling units 4.79 3.35 101-200 dwelling units 3.23 2.26 Each additional dwelling unit 2.19 1.53 (1) The standard rate is charged for each dwelling unit per building that actually uses iesy’s services. (2) The flat rate is lower than the standard rate, but is charged for the total number of dwelling units per building, regardless of the number of dwelling units that actually use iesy’s services. The flat rate is available to customers who do not wish to report subscribers on a monthly basis so that the reduced rate is applied to the maximum possible subscribers that each customer represent. In addition to the monthly subscription fees, subscribers generally pay an activation fee upon connecting or reconnecting to iesy’s network. This activation fee is sometimes waived for larger multiple-dwelling unit customers. The following table shows iesy’s standard rate card for analog cable activation fees: Subscriber Category Activation Fee (in €, excluding VAT) 1-10 dwelling units 28.90 11-100 dwelling units 11.11 more than 100 dwelling units 4.44 iesy has two types of residential subscribers, those that entered into cable television contracts in 1991 or earlier, and those that entered into such contracts after 1991. Subscribers who entered into cable television contracts in 1991 or earlier are deemed by iesy to have subsidized a portion of the original cable television installation of the Level 4 cable network and, therefore, receive a discount of approximately 8.2% on the monthly subscription fee, as compared to the monthly subscription fees of subscribers who entered into their contracts after 1991. iesy expects that this discount will be eliminated over time as these subscribers sign new contracts with iesy or receive new products, eventually leading to a single tariff scheme for all dwelling unit subscribers. iesy may consider plans to adopt one unified tariff scheme earlier for all single dwelling unit subscribers. iesy’s subscribers can prepay their monthly subscription fees on an annual basis in return for a 5% discount. Subscribers in multiple-dwelling units frequently share one bill for cable television services. In addition, certain customers who execute specific advance frame contracts or multi-year agreements may receive additional discounts from iesy on an individual basis in return for these contracts. Historically, iesy has also discounted its standard rate for professional Level 4 operators. See “—Subscriber segments.” iesy’s Basic Cable Carriage Fees In addition to subscription fees, iesy receives carriage fees from broadcasters for the delivery of television and audio signals via its network. Private as well as public broadcasters pay carriage fees. The underlying contracts typically have one or two year terms with automatic renewal clauses for successive one-year terms. In general, carriage fees for analog channels are charged on a monthly basis, depending on the number of iesy’s subscribers. Carriage fees for basic cable service
amounted to €8.0 million or 5.9% of iesy’s total revenues for the year ended December 31, 2004 and €1.9 million or 5.7% of iesy’s total revenues for the three months ended March 31, 2005. MSG, a subsidiary of KDG, has an agreement with iesy and other Level 3 operators under which MSG administers the collection and charging of carriage fees from certain private broadcasters with nationwide programming, allocating such fees to iesy and the other cable companies in proportion to iesy’s and their subscribers. This collective representation agreement is a legacy of the transitional structure when the cable regions were formed for sale by DTAG. DTAG, the original contracting party in these contracts, has recently terminated some nationwide feed-in contracts with broadcasters to which DTAG is still party to the end of 2005 and has announced its intention to terminate several others by the end of 2006. In case of such termination, iesy will have to renegotiate its own feed-in contracts with these broadcasters and will no longer depend on MSG for the administration of these contracts. MSG does not manage iesy’s carriage fee arrangement with the public broadcasters from whom iesy receives a flat-fee for transmission of their analog and digital programming. See “—Premium cable television—iesy’s premium cable carriage fees”. Premium Cable Television iesy’s Current Premium Cable Television Products Since 2003 iesy has offered premium cable television products to its subscribers, including programming that iesy assembles itself and programming of other pay television providers, such as Premiere. iesy’s foreign language premium cable television offering currently consists of Turkish, Russian, Polish, Spanish and Portuguese, Italian and Greek language programs. In addition, iesy offers English language packages. Its Turkish packages have been the most successful. The English language package, iesy tv USA UK, was first introduced in October 2004 and is currently available in Frankfurt and southern Hesse. Starting April 1, 2005, ORT, a popular Russian general interest program, was added to the iesy tv Russland package, increasing the monthly subscription fee by €2.00 to €11.95. iesy is continuing to review the content and pricing of its packages to maximize ARPU and increase their appeal to target audiences. To access iesy’s premium cable television packages, its customers must subscribe to these services separately. Technically, iesy distributes this programming through its arrangements with MSG. See “—iesy’s premium cable carriage fees”. Subscribers of this programming require a subscription and the appropriate smart card, which MSG provides to iesy’s customers. Since iesy does not market Premiere directly, its customers must subscribe to Premiere separately. Premiere notifies MSG about new subscribers and requests that they send a smart card to the customer to activate the relevant account. iesy’s Premium Subscription Fees Customers who subscribe to any of iesy’s foreign and English language packages must pay iesy a fee that is incremental to its basic cable subscription fees. iesy’s foreign and English language packages are only available for subscription using direct debit, in order to encourage iesy’s subscribers to switch to this preferred payment mechanism. Monthly subscription fees for iesy’s various foreign and English language packages range from €1.95 to €19.95, depending on the package, as illustrated by the following table: Foreign and English language programming 157 Subscription fees per month (in €, including VAT) iesy tv Griechenland (Greek) 1.95 iesy tv Iberia (Spanish and Portuguese) 3.50 iesy tv Italien (Italian) 3.50 iesy tv Türkei (Turkish) 4.95 iesy tv Polen (Polish) 5.95 iesy tv USA UK (English) 5.95 iesy tv Russland (Russian) 11.95 iesy tv international (1) 17.95 iesy tv Digiturk Kabel Premium (2) 19.95 (1) Includes iesy tv Türkei, iesy tv Italien, iesy tv Polen, iesy tv Russland, iesy tv Iberia and iesy tv Griechenland. (2) Includes tv Türkei and additional Turkish premium cable television programming. In addition to monthly subscription fees, subscribers pay an activation fee of €19.95 upon subscribing to iesy’s foreign language or English language programming. Customers who subscribe to Premiere’s premium cable television packages must pay a premium subscription fee directly to Premiere. This fee is in addition to the basic cable subscription fees paid by such customer to iesy.
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PROSPECTUS iesy Repository GmbH €
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the market price of the Notes at a
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which the issue or the offer of sec
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“combined entity”, and “we”
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“Tele Columbus” refers to the c
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Revenue generating units, or “RGU
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CURRENCY PRESENTATION AND EXCHANGE
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end of 2005. Our subscribers can al
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populations, with approximately 2.7
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In April/May 2005, iesy entered int
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Our Corporate and Financing Structu
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THE OFFERING The summary below desc
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Optional Redemption We may redeem a
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SUMMARY FINANCIAL AND OPERATING INF
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iesy Other Financial Data (unaudite
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iesy Operational Data (unaudited) R
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ish Income Statement Data Audited y
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35 Three months ended Year ended De
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37 As of December 31, As of March 3
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RISK FACTORS You should carefully c
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acquiring content, purchasing servi
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agreements—MSG”). We cannot ass
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In addition, most of our cable netw
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Strikes or other industrial actions
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acquisitions. In addition, any addi
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provision and may not be abusive. S
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€1,050.0 million would have been
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We depend on payments from our subs
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• Claims against the Issuer and s
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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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NOTES TO THE UNAUDITED PRO FORMA CO
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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.
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 and 114: In addition, ish markets pay-per-vi
Page 115 and 116: Cost of Materials and Services Cost
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: iesy’s Current Basic Cable Televi
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
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Beneficial Ownership The following
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DESCRIPTION OF OTHER INDEBTEDNESS T
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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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DESCRIPTION OF THE NOTES The Issuer
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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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PLAN OF DISTRIBUTION We, the Subsid
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LEGAL MATTERS Certain legal matters
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WHERE YOU CAN FIND OTHER INFORMATIO
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Listing LISTING AND GENERAL INFORMA
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INDEX TO FINANCIAL STATEMENTS iesy
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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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INDEPENDENT AUDITORS’ REPORT We h
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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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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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The following auditors’ report (B
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Inventories COURTESY TRANSLATION FR
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Goodwill COURTESY TRANSLATION FROM
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Depreciation and Amortization COURT
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(1) General COURTESY TRANSLATION FR
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Cost of materials COURTESY TRANSLAT
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[THIS PAGE INTENTIONALLY LEFT BLANK
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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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