5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

might result in a less

might result in a less strict “must-carry” regime in the future with respect to analog transmission. However, in this respect the Amendment has yet to be enacted into state law by the respective States. In addition, the Amendment also modifies the “must-carry” rules for digital transmission, changes the existing rules for the (technical) access to cable networks and in principle restricts the number of programs transmitted by the public broadcasters to the number of programs existing as of April 1, 2004. The Regulatory Bodies Each German state has established its own independent regulatory body, the state media authority (Landesmedienanstalt), for the regulation of the private broadcasting sector, except for the states of Berlin and Brandenburg, which have established a joint regulatory body. In Hesse, the state media authority is the LPR Hessen (Hessische Landesanstalt für den privaten Rundfunk), whereas in North Rhine-Westphalia, it is the LfM North Rhine-Westphalia (Landesanstalt für Medien Nordrhein-Westfalen). The state media authorities are primarily responsible for licensing and supervision of private broadcasters and the allocation of transmission capacities for radio and television channels. In most states, they are also required to run or to supervise “open channels” (amateur radio and television channels). They are also in charge of the regulation of navigators, which form part of electronic programming guides. The state media authorities have various powers to enforce compliance with the law. Any decision of the state media authorities can be challenged before the competent administrative courts. License and Notification Requirements Private broadcasters are required to obtain licenses from the competent state media authority. In contrast, the operation of cable networks for the transmission of radio and television programs does not require a license from a state media authority. In certain states, however, a notification to the state media authority is required in connection with the operation of cable networks. In addition, the transmission of certain radio and television channels transmitted via cable networks must be notified. Both notification obligations apply in Hesse and North Rhine-Westphalia. Allocation and Use of Transmission Capacities The State Broadcasting Treaty sets forth the general rules for the allocation of analog transmission capacities and in more detail the rules for the allocation and use of digital transmission capacities and digital playout facilities for television channels. The allocation and use of analog transmission capacities for both radio and television channels and digital transmission for digital radio capacities are also governed by the laws of the respective states. Allocation and Use of Analog Transmission Capacities Regulations regarding the analog transmission of radio and television channels vary from state to state and cable network operators are generally not free to allocate analog channels in their networks. Rather, the state media authorities make allocation decisions regarding the programs that will be transmitted over the cable networks, in order to ensure a diversity of opinions in the mix of channels and programming. It is unclear whether cable network operators are entitled to decide how much of their capacity is allocated for the broadcast of television or radio services and how much of their capacity is allocated to other services such as high speed Internet. It is also unclear whether or not the cable network operators can freely determine which capacities they use for analog versus digital transmission. The state media authorities seem to be of the opinion that the cable network operators are not entitled to decide these questions. The state media laws of Hesse expressly state how many cable channels and which frequencies have to be used for the analog transmission of television programs. However, some channels, which are generally allocated to digital use, can also be used for analog transmission. In contrast to the situation in Hesse, the state media laws of North Rhine-Westphalia do not contain such detailed provisions. The specific allocation of channels varies from state to state and rules relating to the allocation of radio channels are usually less strict than those relating to television channels. In Hesse and certain other states, the state media authorities make allocation decisions for all of the analog channels available in the network, i.e. there is no discretion of the cable network operator with regard to the allocation of analog programs. Other states, like North Rhine-Westphalia, have a less strict approach: The respective state media laws define a number of “must-carry” channels while the network operator is entitled to allocate the remainder of its capacity. An increasing number of states have adopted even more liberal allocation regimes which generally grant network operators the right to allocate the majority of channels, subject to certain legal constraints and as long as such allocations do not conflict with the state media authority’s policy with respect to the diversity of opinions. But, also in these states, a certain number of channels are reserved either for “must-carry” channels or for allocation by the state media authority. 194

The Amendment provides that provisions in the state media laws dealing with the allocation of analog transmission capacities are only admissible as far as they are necessary to achieve clearly defined objectives of public interest (especially if such provisions are necessary to safeguard a pluralistic media order, which provides for a diversity of opinions). This provision within the Amendment has been inserted because the existing “must-carry” regulation probably infringes the New Framework. As a consequence of the Amendment, all states must now review their state media laws in order to verify if they are in line with the Amendment. The Amendment will, therefore, most likely result in a less strict allocation regime in the future with respect to analog transmission, in particular in such states as Hesse that currently do not grant any discretion to the cable network operator with regard to the allocation of analog programs. It remains to be seen to what extent the states change their media laws and how the redrafted state media laws will comply with the Amendment or the existing New Framework. The specific criteria for the channel allocation are detailed in the respective state media laws. Generally, programs will be given preference by the state media authorities if they are deemed to contribute to the diversity of opinions in the respective state so that the state’s mix of channels and programs reflects a range of political, religious, cultural, social and ethnic views. In Hesse, as well as in other states, state media authorities allocate channels to programs using the following criteria: • programs of the respective state’s public broadcasters and open channel programs; • programs of private broadcasters licensed in the respective state; • programs receivable via terrestrial antenna; • general interest programs of private broadcasters; • special interest programs of private broadcasters; and • other programs and media services. In North Rhine-Westphalia the state media authority allocates on average 33 to 36 analog ish channels according to the following criteria: • programs of the respective state’s public broadcasters and open channel programs (currently 8 channels); • For 17 additional channels the channels are allocated according to the principle of the diversity of opinion taking, however, the following criteria into consideration: • priority for programs receivable via terrestrial antenna; • up to two of these channels shall be allocated to programs distributed at a regional, local or state-wide level; • for areas close to a border one channel shall be allocated to a program which is terrestrially receivable across the border in that area; • one of these channels is reserved for a teleshopping program; • the LfM North Rhine-Westphalia can further allocate two channels to foreign language programs, if the programs are determined to a group of foreign inhabitants which represent an important part of the total population in the distribution area; and • the LfM North Rhine-Westphalia is entitled to time-share (partagieren) programs or to rotate programs in cycles. As a consequence, each of ish’s approximately 4.1 million basic cable subscribers receives a standard programming package consisting of an average of 33 channels chosen largely by the state media authority. However, out of these channels, ish has discretion over 8 channels, which are used to maximize attractiveness of content and revenue sharing opportunities. In states where the state media law grants preference to channels that are terrestrially receivable within the state (including Hesse and North Rhine-Westphalia), the introduction of DVB-T in several metropolitan areas in Germany (in Hesse within the Rhine-Main region and in North Rhine-Westphalia in the regions of Cologne/Bonn and Düsseldorf/Ruhr) might also affect the allocation of analog cable capacities. In Hesse, the roll-out of DVB-T for the Rhine-Main region began 195

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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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    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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    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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    (€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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  • Page 161 and 162: Supply The following chart shows th
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  • Page 165 and 166: y the new fiber system. See “Oper
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  • Page 177 and 178: Sales ish’s sales team is divided
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  • Page 191 and 192: Introduction REGULATION German law
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  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
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    (13) Investments in an aggregate am

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    supplement or other modification) t

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    (1) the assumption by the transfere

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    Reports Whether or not required by

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    of the European Union on January 1,

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    contemporaneously with any such act

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    25% in principal amount of the outs

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    (2) provide for the assumption by a

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    (6) an Officer’s Certificate stat

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    calculated based on the relevant cu

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    “Bank Indebtedness” means any a

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    Consolidated Net Income (excluding

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    (9) the impact of capitalized inter

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    “Exchange Act” means the U.S. S

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    (iii) for the avoidance of doubt, a

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    “Nationally Recognized Statistica

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    (2) Investments in another Person i

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    (15) Permitted Collateral Liens; (1

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    (5) in the case of Apollo and Golde

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    service level agreement as replaced

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    “Unrestricted Subsidiary” means

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    The Issuer and the Trustee and thei

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    Secondary Market Trading The Book-E

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    to trade tax. The taxable gain from

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    date). A U.S. Holder’s adjusted t

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    (c) for so long as the Notes are el

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    LEGAL MATTERS Certain legal matters

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    Assets iesy Hessen GmbH & Co. KG, W

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    I. Application of Legal Provisions

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    III. Explanation of Balance Sheet a

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    Last year’s extraordinary expense

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    iesy Repository GmbH, Hamburg AMEND

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    and remaining useful life for the i

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    The movements in consolidated equit

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    iesy Repository GmbH, Hamburg AMEND

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    Assets iesy Repository GmbH, Hambur

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    I. Basis of Presentation The consol

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    V. Explanations to Material Items o

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    Network infrastructure, rental, lea

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    iesy Repository GmbH, Hamburg UNAUD

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    1. Basis of Presentation iesy Repos

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    5. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    iesy Hessen GmbH & Co. KG, Weiterst

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    (3) Accounting and Valuation Princi

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    The following auditors’ report (B

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    Depreciation and Amortization COURT

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    Cost of materials COURTESY TRANSLAT

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    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

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    IFRS requires a purchase price allo

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    financial liability incurred result

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    €235,000,000 10 1 /8% Senior Note

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