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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

on October 4, 2004, and

on October 4, 2004, and is expected to be completed in the second quarter of 2005. In North Rhine-Westphalia, DVB-T was introduced in the region of Cologne/Bonn on May 24, 2004 and in the Düsseldorf/Ruhr area on November 8, 2004 and the roll out in these regions is also expected to be completed in the second quarter of 2005. DVB-T will allow for the reception of up to 24 channels, which may lead to a quasi “must-carry” status of the digital terrestrial channels. Broadcasters have the right to file a complaint with the relevant state media authority in the event that cable network operators refuse to carry their signals. The state media authorities are vested with the power to order the transmission of channels upon such complaints, provided that the respective broadcasters programs enjoy “must-carry” status or that the network has sufficient excess capacity. Whether or not the broadcasters, in particular those enjoying “must-carry” status, are entitled to claim their distribution directly from the cable network operator is unclear. It is also unclear whether the cable network operator’s obligation to transport “must-carry” programs is subject to the conclusion of a carriage agreement with the respective broadcaster. In the absence of such a carriage agreement, it might prove difficult for the cable network operator to claim carriage fees. Allocation and Use of Digital Transmission Capacities The State Broadcasting Treaty governs the digital transmission of television channels. The State Broadcasting Treaty prioritizes the allocation of digital transmission capacities in three different categories of channels: • First, each operator of a telecommunications cable network must reserve a maximum of the equivalent capacity of three analog channels for the transmission of all channels of the respective state’s public broadcasters, and it must also carry such broadcasters’ digital program packages. Furthermore, each network operator must allocate the necessary transmission capacity to private broadcasters, which provide regional program windows according to Sect. 25 of the State Broadcasting Treaty, and transmission capacity equivalent to one analog television channel to regional and local television channels of private broadcasters licensed to broadcast in the relevant state and open channels (where those exist) (“Must-carry sector”). • Second, each cable network operator must allocate transmission capacity equivalent to one third of the total digital transmission capacity of his network on the basis that this mix of channels ensures a diversity of opinions, which allows for a certain degree of discretion (“Can-carry sector”). • Cable operators are free to allocate the remainder of the capacity subject to certain legal constraints (“Free-to-carry sector”). It is uncertain whether the cable network operator is entitled to encrypt the digital broadcasting signal in order to make sure that only endued subscribers can watch the digital broadcasted contents. The rules regarding the allocation of digital transmission capacities for radio channels vary from state to state. In Hesse, the regulation of analog radio channels also applies to digital transmission, whereas in the State Media Act North Rhine-Westphalia, provisions regarding the allocation of digital transmission capacities for radio channels and television channels are identical. Use of Digital Playout Facilities The operation of digital playout facilities for television services is governed by the State Broadcasting Treaty and the TKG-2004. The State Broadcasting Treaty provides general rules for the use of conditional access systems, interfaces, navigators and the bundling of programs, whereas the Telecommunications Act contains specific provisions for conditional access systems. The competent State Media Authorities and RegTP will coordinate any decision on these issues. Because of this complex situation, it is currently unclear how the “joint regulation” of digital playout facilities will be practically implemented. According to the old State Broadcasting Treaty, providers of digital playout facilities for the various television services generally had to comply with the following requirements: • Providers of conditional access systems were required to grant access to their systems on fair, reasonable and nondiscriminatory terms. In particular, a system had to fit with an open interface corresponding to European standards. • Providers of navigators were required to grant access to their systems on fair, reasonable and non-discriminatory terms. Electronic program guides of broadcasters had to be made accessible in the navigator. In addition, the navigator had to provide information with respect to both public and private program offerings on equal terms, and it had to provide direct access to such programs. 196

• Providers who had a dominant position in the market of bundling and marketing of programs had to provide their services on fair, reasonable and non-discriminatory terms. The Amendment now replaces the corresponding provision of the old State Broadcasting Treaty and generally requires that the technology used grants a diverse (program) offer. Furthermore, providers of digital playout facilities are not allowed to unfairly obstruct or discriminate against program providers through conditional access systems, interfaces, navigators or through their tariff structure. Any use of such systems or fees for the feed-in of signals must be notified to the competent state media authority. The TKG-2004 further details the design, licensing and use of conditional access systems. The technical design of such systems must allow cost-effective use and a complete control of the services distributed via these systems on a local or regional level. If the owner of intellectual property rights for the conditional access systems decides to grant licenses to a third party, any third party with a legitimate interest has the right to also receive such license on the basis of fair, reasonable and non-discriminatory terms. Suppliers and users of conditional access systems must (1) allow all program providers to use the conditional access systems as far as necessary on the basis of fair, reasonable and non-discriminatory terms and provide the necessary information for such use; (2) hand out a price list to an end customer before concluding a contract with him, provided that the suppliers or users of these systems are also responsible for the billing; (3) keep separate accounting for their related activities; and (4) notify to RegTP any start-up or change of their offer (including the fees requested for such services). Provision of Tele Services and Media Services Under German law, the provision of Internet services is regulated by the Act on the Use of Tele Services (Gesetz über die Nutzung von Telediensten) and the State Treaty on Media Services, as well as certain other laws. The distinction between tele services and media services is unique to German law. An Internet service is considered a tele service in the event that it is designed for individual use. If it is directed to the general public, it is considered a media service. Neither the provision of tele services nor the provision of media services requires a license from, or a notification to, any regulatory body. Zoning Laws German zoning laws currently restrict the installation of satellite dishes in certain areas. In addition, contracts with residents of multiple-dwelling units may, and usually do, prohibit tenants from attaching satellite dishes to their apartments if they are connected to a cable network. However, this may change in the future. Due to a ruling of the German Constitutional Court, tenants of foreign origin are allowed to install satellite dishes to receive programs in their native language, even if they can receive one program in their native language over cable. On the other hand, the German Federal Supreme Court has, on the basis of the ruling of the Constitutional Court, decided that tenants of foreign origin are not entitled to request the installation of satellite dishes if they can receive 5 programs in their native language via cable. In 2001, the European Commission published a communication claiming that the EU rules on free movement of goods and services prohibit national restrictions on the individual reception of satellite television signals. While restrictions on individuals resulting from contracts with housing associations do not directly fall under these rules, the EU’s current communication seems to exhibit a determination to remove this perceived barrier to the free movement of goods and services. Likewise, the European Court of Justice has ruled that a Belgian public fee levied on satellite dishes with the aim to restrain the installation of satellite dishes infringed upon EU rules on free movement of services. Although a German local court held that the respective European provisions on the free movement of services were not directly applicable with respect to individuals, this court ruling may not be in conformity with EU law and recent judgments of the European Court of Justice on the direct applicability of EU law. In particular, national laws have to be interpreted in such way that they are in conformity with European law. As a result, (i) German law may change in the future, (ii) existing German law may have to be interpreted in such way as to minimize restrictions for the installation of satellite dishes and (iii) private contracts restricting the installation of satellite dishes may have to be interpreted likewise, which may ultimately result in an increase in the number of satellite users and intensify competition with satellite providers. 197

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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

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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,

  • Page 145 and 146: The following table shows several k
  • Page 147 and 148: In the domestic market, the German
  • Page 149 and 150: BUSINESS Unless otherwise indicated
  • Page 151 and 152: Germany, with approximately 30.2 mi
  • Page 153 and 154: Prudently deploying capital. Our de
  • Page 155 and 156: iesy’s Current Basic Cable Televi
  • Page 157 and 158: amounted to €8.0 million or 5.9%
  • Page 159 and 160: within iesy’s upgraded areas and
  • Page 161 and 162: Supply The following chart shows th
  • Page 163 and 164: Term Sheet Service Duration Offer o
  • Page 165 and 166: y the new fiber system. See “Oper
  • Page 167 and 168: part of settling arbitration procee
  • Page 169 and 170: Business of ish Products and Servic
  • Page 171 and 172: ish’s Current Basic Cable Televis
  • Page 173 and 174: In addition to the monthly subscrip
  • Page 175 and 176: Customers who subscribe to Premiere
  • Page 177 and 178: Sales ish’s sales team is divided
  • Page 179 and 180: The following chart illustrates ish
  • Page 181 and 182: Term Sheet Service Duration Co-use
  • Page 183 and 184: Lease of space for broadband cable
  • Page 185 and 186: Other Significant Supply Agreements
  • Page 187 and 188: ights themselves. As an exception,
  • Page 189 and 190: Competition The cable television an
  • Page 191 and 192: Introduction REGULATION German law
  • Page 193 and 194: We assume that we will be deemed to
  • Page 195: The Amendment provides that provisi
  • 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
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  • Page 211 and 212: period (unless the interest period
  • Page 213 and 214: Subordinated Bridge Facility In con
  • Page 215 and 216: • the ability of the Obligors (ot
  • Page 217 and 218: owed by the Insolvent Obligor will
  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
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  • Page 223 and 224: Issuer have agreed that iesy Hessen
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  • Page 227 and 228: the amount of their secured claim.
  • Page 229 and 230: provisions described under “—De
  • Page 231 and 232: In addition, the Intercreditor Agre
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  • Page 243 and 244: Date of any Indebtedness that has b
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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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