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5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

iesy

iesy currently intends, depending on the outcome of the negotiations with MSG, to procure the digital platform services necessary for the distribution of the foreign-language and English language packages from MSG under the agreements currently being negotiated. KDG KDG licenses certain IT systems to iesy relating to network component tracking (SMILE-BK) and billing and customer care for iesy’s Level 4 subscriber base (Powerkabel). iesy plans to have the SMILE-BK system upgraded during 2005 under a new license agreement with KDG. In this respect, KDG and iesy entered into a letter of intent for the migration from SMILE- BK 1.5 to SMILE-BK 2.0 in April 2005. According to this letter of intent, the new agreement shall run until March 31, 2008. The Powerkabel system which iesy inherited from its acquisition of DeTeKS Hesse, will not be supported by KDG beyond December 31, 2005, and iesy intends to have integrated this functionality into its ICMS system by that time. CSG CSG provides maintenance services for our billing system software, CSG Integrated Customer Management System version 5.1 (“ICMS”). These services include: supply of patches and updates, provision of telephone support, telephone and email assistance, and provision of third party software upgrades. Competition The cable television and Internet services industries are competitive, and iesy faces significant competition from established and new competitors in these areas. See “Risk Factors—Risks Relating to Our Business—We operate in competitive industries, and competitive pressures could have a material adverse effect on our business” and “Industry- Competition.” Intellectual Property The operators of telecommunications cable networks are required under the German Copyright Act (Gesetz über Urheberrecht und verwandte Schutzrechte) to acquire rights for the retransmission of radio and television programs that include, among other things, literary, scientific or artistic work protected by copyright law. In case there is no agreement on the rights for the retransmission, the retransmission may be prohibited by an injunction. Claims for royalties can exclusively be asserted by the German collecting societies (Verwertungsgesellschaften) and not by the holders of copyrights or related rights themselves. As an exception, however, broadcasters have the choice to assert their rights individually or via a collecting society. GEMA, one of the German collecting societies, has been mandated by most of the relevant German collecting societies to collect royalties from the telecommunications cable network operators. The large German private broadcasters, however, mandated VG Media to assert their royalty claims based on their cable re-transmission rights. The amount of the royalties due is not determined in the Copyright Act. On November 21, 1991, the legal predecessor of DTAG concluded agreements with the German public broadcasters, the German private broadcasters, certain foreign broadcasters and GEMA (acting both on its own behalf and on behalf of other relevant German collecting societies). These agreements governed the collection by GEMA of royalties for, among other things, literary, scientific or artistic works protected by copyright law that were included in radio and television programs re-transmitted through the telecommunications cable networks that are today operated by the regional cable companies. In 2000, a dispute over the amount of royalties to be paid to GEMA and to the German private broadcasters arose, and the existing agreements were terminated with effect from December 31, 2002. The parties involved entered into lengthy negotiations leading to the following settlements: The Level 3 operators, the German public broadcasters, a number of small private German radio and television companies, certain foreign broadcasters and GEMA (acting both on its own behalf and on behalf of these private and foreign broadcasters and the other relevant German collecting societies except for VG Media) agreed to amend and reinstate the agreements that had previously been terminated with effect of January 1, 2003. The new agreements cover analog and digital transmission and will remain in force until December 31, 2006. ish, the other Level 3 operators and VG Media entered into an agreement regarding the acquisition of rights for the retransmission of radio and television programs that include, among other things, literary, scientific or artistic work protected by copyright law, through the telecommunications cable networks of the regional cable companies. This agreement came into force on January 1, 2003 and may be terminated by each party on December 31, 2005, at the earliest. On March 22, 2005, as 166

part of settling arbitration proceedings, iesy became a party to this agreement. As a result, iesy’s accruals increased and a payment was made to cover the periods from January 1, 2003. Some other collecting societies represented by ARGE Kabel have claimed additional royalty payments from iesy. ARGE Kabel, an association of three German collecting societies, did not fully accept the GEMA settlements and claims that it is entitled to additional royalty payments from iesy. Although ARGE Kabel has not filed a lawsuit against iesy, it has threatened to sue iesy to recover these royalties. iesy intends to vigorously defend itself against this claim. Meanwhile, ARGE Kabel has sued KDG. The case is pending at the arbitration court in Munich. For the three months ended March 31, 2005, total copyright fees paid by iesy under the GEMA and the VG Media agreements amounted to €1.5 million, and for the year ended December 31, 2004, they amounted to €5.6 million. The German legislator is currently considering a reform of the German Copyright Act. As part of the reform, the obligation of operators of telecommunications cable networks to pay royalties for the transmission of radio and television programs is under scrutiny. Despite the submission of legal studies and the support of the Federal Ministry of Economics and Labor, the Ministry of Justice has not yet changed the relevant provision of the Copyright Act to the benefit of cable operators by providing a respective amendment of the Copyright Act in the official draft. The reform process is ongoing. A proposal for separate royalties for broadcasters, however, has so far not been integrated into the current official draft amending the Copyright Act. Properties The following table sets forth certain information with respect to the facilities iesy currently operates and which iesy believes are of importance to its operations. All the following facilities are leased to iesy. Location 167 Approximate Area (Square Meters) Use of Facility Frankfurt, Kleyerstrasse 88 4,200 Headquarters Frankfurt, Bernerstrasse 117 1,500 Branch office Kassel 1,300 Branch office Marburg 2,200 Branch office iesy believes that its facilities meet its present needs and that its properties are generally well maintained and suitable for their intended use. iesy believes that it generally has sufficient capacity to satisfy the demand for its products in the foreseeable future. Employees The following table sets forth the number of permanent employees iesy employed as of December 31, 2002, 2003 and 2004: 2002 2003 2004 Sales and marketing 9 26 36 Network and technology 208 152 159 Customer operations 103 69 63 Finance and administrative 68 48 39 Total number of employees 388 295 297 iesy restructured certain aspects of its workforce in 2003, as reflected above in the reduction in the numbers of employees in 2003. Network operations were restructured to facilitate the centralized management of all network planning and construction activities. The Customer Care and Information Technology divisions were merged, resulting in a Customer Operations division with a single level of management. In comparison, iesy has continued to increase the resources dedicated to its sales and marketing functions, increasing permanent headcount from 26 at December 31, 2003 to 36 at December 31, 2004. Approximately 43% of iesy’s employees are former DTAG employees and have the right to return to DTAG, a right they were given with DTAG’s divestiture of its cable television business. For 18% of iesy’s employees, included in the above percentage of 43%, the right to return to DTAG terminates at the end of 2005, but under certain circumstances and subject to negotiations the return right may be extended. 25% of iesy’s employees, included in the above percentage of 43%, have a civil servant status. These employees have a permanent right to return to DTAG upon giving iesy prior notice.

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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.

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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

  • 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 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: y the new fiber system. See “Oper
  • 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
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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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    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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    COURTESY TRANSLATION FROM THE GERMA

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    The following auditors’ report (B

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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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    Depreciation and Amortization COURT

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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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    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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    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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