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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Germany, with

Germany, with approximately 30.2 million homes passed (according to Euromedia) and approximately 19.4 million homes connected (according to SES Astra), is the largest cable television market in Western Europe. Cable television, with a penetration rate of approximately 64.2% of homes passed, is the most used transmission medium for television services in Germany. In Hesse approximately 1.4 million, or 51.3%, of television homes use cable television, approximately 1.3 million, or 45.6%, of television homes use satellite reception, and approximately 0.1 million, or 3.1%, of television homes use terrestrial transmission via antenna. In North Rhine-Westphalia approximately 4.8 million, or 57.1%, of television homes use cable television, approximately 3.2 million, or 38.1%, of television homes use satellite reception, and approximately 0.4 million, or 4.8%, of television homes use terrestrial transmission via antenna. The German cable television market, for political reasons, developed around a technical separation: broadcasters and content providers (“Level 1”); regional and local cable distribution network for the transmission and delivery of signals (“Level 2” and “Level 3”); and in-house cable network (“Level 4”). This network separation, combined with the relatively large proportion of multiple-dwelling units owned by housing associations, helps to explain the distinguishing feature of the German cable market: marketing approaches must be geared to both business and consumer needs. The role of dominant incumbents has led to other important features of the German television market. Although cable television is the leading television signal distribution platform, it receives only a fraction of the total German television market value. German Internet Access Market Germany is the largest Internet market in Europe with approximately 35 million Internet users and approximately 23 million Internet subscribers across a range of access technologies, including dial-up, ISDN, DSL and cable. According to industry sources, the German high speed Internet access market accounted for approximately €1.5 billion in subscriber revenues in 2003. The market for high speed Internet services in Germany grew rapidly during 2003 and 2004, with growth rates of approximately 40% in 2003 and approximately 53% in 2004. At the end of 2004, about 6.9 million (approximately 30%) of the estimated 23 million Internet access subscribers in Germany subscribed to high speed Internet access technologies that offer connection speeds of more than 128 kbit/s. The remainder of the Internet subscribers used narrowband access technology. At the end of 2004, approximately 6.7 million, or 97.2%, of the 6.9 million high speed Internet subscribers, either directly or indirectly, used DSL Internet services provided by DTAG, the dominant player in the German high speed Internet access market. German Telephony Market Historically, the provision of public telecommunications services in Germany was a state monopoly formerly provided by the German constitution. The operation of networks (including cable networks) for all telecommunications services other than public fixed-line voice telephony was opened to competition in Germany on August 1, 1996. The telecommunications sector in Germany was further liberalized on January 1, 1998. Since then, DTAG has been required to offer competitors access to its fixed-line network at regulated interconnection rates. Despite being forced to give access to its network, DTAG continues to dominate the German fixed-line telephony market with a market share of 74% as of the end of 2003. According to industry sources, the German fixed-line telephony market accounted for approximately €35.3 billion in subscriber revenues in 2003. The major providers in the fixed network area include: DTAG, Arcor, BT Global Services (Viag Interkom), Colt Telecom and Versatel. In the last couple of years, the growing penetration of Internet has spawned reliable Voice over Internet Protocol (VoIP) services, which compete with the fixed network providers. Our Strengths Attractive market. The German economy is the largest in Europe, with a per capita GDP that is one of the highest in the EU. The regions in which we operate are characterized by attractive demographics for providing services over cable networks. Hesse has the highest GDP per capita, and North Rhine-Westphalia has the highest population density, of the nine former DTAG cable regions in Germany. North Rhine-Westphalia is home to nine of the 20 largest cities in Germany, including Bonn, Cologne and Düsseldorf, and has 30 cities with populations exceeding 100,000 inhabitants. Hesse includes the Rhine-Main area, a densely populated conurbation that encompasses Frankfurt, one of the largest financial centers in Europe, and Wiesbaden, the capital of Hesse. Moreover, both Hesse and North Rhine-Westphalia have relatively diverse 16

populations, with approximately 2.7 million foreign inhabitants, representing approximately 11.0% of the total population and an attractive target market for our foreign and English language programming packages. Established customer base generating stable cash flow. A large proportion of our residential customers pay via direct debit, and many of our housing association customers pay pursuant to multi-year contracts. These characteristics have historically helped reduce our churn rates and are indicators of a stable subscriber base with reliable revenues, which when combined with our relatively predictable cost base, have led to strong and stable operating cash flow. In addition, our billing policies contribute to our strong cash flow. We collect a significant proportion of our subscription fees on an annual basis in advance. This billing and collection system provides us with significant cash inflows in the first and fourth quarters of the year. Growth opportunities. Our attractive market demographics and high quality network offer growth opportunities for new products and services. We believe that we have the opportunity to win new customers and to sell additional products to existing customers by introducing premium cable television, high speed Internet services and telephony in our upgraded areas. We intend to introduce ish products in Hesse, and iesy products in North Rhine-Westphalia, as appropriate. In addition, we plan to expand our premium cable television offerings and to market our high speed Internet services more aggressively. Modern network with ability to deliver premium services. With over 1.5 million upgraded homes, iesy and ish have the largest number of homes upgraded to receive high speed Internet and telephony of the Level 3 operators in Germany. By the end of 2005, the Kerpen NOC should technically be able to provide premium cable television signals to the vast majority of homes connected to our network. This should allow us to reduce our reliance on MSG for certain services associated with distributing our television programs. Based upon current network usage, we have the ability to deliver additional television program streams without any significant network upgrades. Flexible capital expenditures. The capital expenditure requirements for maintaining our network and providing existing products and services are relatively low. Capital expenditures requirements for premium cable television services are limited, because our state-of-the-art NOC will have the capacity to provide premium cable television signals throughout the vast majority of our network by the end of 2005. Investments required for high speed Internet services are modular and can be based on the level of customer demand. Incremental capital expenditures, such as the upgrade of housing association Level 4 networks or the introduction of a new product, are designed to ensure that our return on investment thresholds are met. Proven management team. Our management team has significant experience in the German, European and U.S. cable television industries. Members of our management team have held positions at leading cable operators, including Telewest Communications, Liberty Media International and ntl. The management team mixes international cable experience with strong local expertise. We believe the combination of the iesy and ish management teams will benefit the combined entity with the sharing of best practices, cost reduction strategies and product development experiences. Our Strategies We aim to build on our existing subscriber base and improve cash flows through the following strategies: Enhancing customer satisfaction across all segments. We seek to enhance customer satisfaction through product innovation and service excellence. The key to this is segmentation, because a distinguishing feature of the German cable market is the need to address both business and consumer needs. We have therefore organized our business around a detailed segmentation of our customer base. Our strategic initiatives, investment decisions and product development are led by the demand of specific customer segments. Our specialized sales forces use tailored marketing techniques to address the needs of our customers within their specific segments. Our customer management and care operations as well are designed to handle the different needs of our particular customers. For example, we have a unit within our sales force and customer care function that caters to the needs of Level 4 operators and large housing associations. Introducing new services for existing customers and winning new customers. We intend to continue to enhance the value of our products and to develop our high value customer base, rather than increasing our subscriber base at any cost. We will introduce and market new services, such as an expanded premium cable television offering and high speed Internet access, as we see sufficient customer demand and willingness to pay for these new services. We also intend to introduce iesy services in North Rhine-Westphalia, and ish services in Hesse. We believe these services will assist our efforts to retain customers against competition from satellite and new technologies. No significant capital expenditures should be required to offer expanded premium television services. High speed Internet access and telephony services can be offered without substantial additional capital expenditures in places where our network and the local connections to our network are already upgraded. 17

  • 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: end of 2005. Our subscribers can al
  • 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
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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

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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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    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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    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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