5 years ago

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

  • 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:


  • Page 15 and 16:

    end of 2005. Our subscribers can al

  • Page 17 and 18:

    populations, with approximately 2.7

  • 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:


  • 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

  • Page 67 and 68:

    CAPITALIZATION The following table

  • Page 69 and 70:

    Unaudited Pro Forma Condensed Conso

  • Page 71 and 72:


  • Page 73 and 74:

    (€m, except percentages) Pro form

  • Page 75 and 76:

    Income Statement Data 75 Audited Ye

  • Page 77 and 78:

    (7) Number of subscribers at the en

  • Page 79 and 80:

    • iesy’s premium cable televisi

  • Page 81 and 82:

    egulated pricing model. Fees are pa

  • Page 83 and 84:

    Risks Relating to Our Indebtedness

  • Page 85 and 86:

    Legal, Consulting and Management Fe

  • Page 87 and 88:

    Subscribers iesy classifies its cus

  • Page 89 and 90:

    2003 to €8.20 per subscriber in t

  • Page 91 and 92:

    • the senior credit facilities we

  • Page 93 and 94:

    average installation fees from July

  • Page 95 and 96:

    Cash flow from investing activities

  • Page 97 and 98:

    In the three months ended March 31,

  • Page 99 and 100:

    eview and optimization of services

  • Page 101 and 102:

    Cash Flow from Operating Activities

  • Page 103 and 104:

    oadcasters in television and radio.

  • Page 105 and 106:

    educed or increased by a material a

  • Page 107 and 108:

    Income Statement Data Audited year

  • Page 109 and 110:

    109 As of December 31, As of March

  • Page 111 and 112:

    • ish’s premium cable televisio

  • Page 113 and 114:

    In addition, ish markets pay-per-vi

  • Page 115 and 116:

    Cost of Materials and Services Cost

  • Page 117 and 118:

    For accounting purposes, ish treats

  • Page 119 and 120:

    Subscribers ish classifies its cust

  • Page 121 and 122:

    Competition ish faces significant c

  • Page 123 and 124:

    This decrease was primarily due to

  • Page 125 and 126:

    Net Loss Net loss was €17.9 milli

  • Page 127 and 128:

    Pension Obligations As of March 31,

  • Page 129 and 130:

    Term Sheets with DTAG, BRN-ish agre

  • Page 131 and 132:

    estructuring liabilities, while 200

  • Page 133 and 134:

    accrual for pending losses. The exp

  • Page 135 and 136:

    International Financial Reporting S

  • Page 137 and 138:

    Content Providers Basic Television

  • Page 139 and 140:

    Digital Home” and PrimaCom offers

  • Page 141 and 142:

    [GRAPHIC] [GRAPHIC] Level 4 is the

  • Page 143 and 144:

    shared access basis. In this case,

  • Page 145 and 146: The following table shows several k
  • Page 147 and 148: In the domestic market, the German
  • Page 149 and 150: BUSINESS Unless otherwise indicated
  • Page 151 and 152: Germany, with approximately 30.2 mi
  • Page 153 and 154: Prudently deploying capital. Our de
  • Page 155 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 207 and 208: Beneficial Ownership The following
  • 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
  • Page 221 and 222: in London, the Bank of New York, Ne
  • Page 223 and 224: Issuer have agreed that iesy Hessen
  • Page 225 and 226: Subsidiary Guarantor outstanding wh
  • 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
  • Page 233 and 234: Euro Note to and including February
  • Page 235 and 236: circumstances referred to above exi
  • Page 237 and 238: that it has unconditionally exercis
  • Page 239 and 240: time outstanding not exceeding (i)
  • Page 241 and 242: description of this covenant and no
  • Page 243 and 244: Date of any Indebtedness that has b
  • Page 245 and 246: (13) Investments in an aggregate am
  • Page 247 and 248:

    supplement or other modification) t

  • Page 249 and 250:

    (1) the assumption by the transfere

  • Page 251 and 252:

    Reports Whether or not required by

  • Page 253 and 254:

    of the European Union on January 1,

  • Page 255 and 256:

    contemporaneously with any such act

  • Page 257 and 258:

    25% in principal amount of the outs

  • Page 259 and 260:

    (2) provide for the assumption by a

  • Page 261 and 262:

    (6) an Officer’s Certificate stat

  • Page 263 and 264:

    calculated based on the relevant cu

  • Page 265 and 266:

    “Bank Indebtedness” means any a

  • Page 267 and 268:

    Consolidated Net Income (excluding

  • Page 269 and 270:

    (9) the impact of capitalized inter

  • Page 271 and 272:

    “Exchange Act” means the U.S. S

  • Page 273 and 274:

    (iii) for the avoidance of doubt, a

  • Page 275 and 276:

    “Nationally Recognized Statistica

  • Page 277 and 278:

    (2) Investments in another Person i

  • Page 279 and 280:

    (15) Permitted Collateral Liens; (1

  • Page 281 and 282:

    (5) in the case of Apollo and Golde

  • Page 283 and 284:

    service level agreement as replaced

  • Page 285 and 286:

    “Unrestricted Subsidiary” means

  • Page 287 and 288:

    The Issuer and the Trustee and thei

  • Page 289 and 290:

    Secondary Market Trading The Book-E

  • Page 291 and 292:

    to trade tax. The taxable gain from

  • Page 293 and 294:

    date). A U.S. Holder’s adjusted t

  • Page 295 and 296:

    (c) for so long as the Notes are el

  • Page 297 and 298:


  • Page 299 and 300:

    LEGAL MATTERS Certain legal matters

  • Page 301 and 302:


  • Page 303 and 304:


  • Page 305 and 306:


  • Page 307 and 308:

    Assets iesy Hessen GmbH & Co. KG, W

  • Page 309 and 310:

    I. Application of Legal Provisions

  • Page 311 and 312:

    III. Explanation of Balance Sheet a

  • Page 313 and 314:

    Last year’s extraordinary expense

  • Page 315 and 316:


  • Page 317 and 318:

    iesy Repository GmbH, Hamburg AMEND

  • Page 319 and 320:

    and remaining useful life for the i

  • Page 321 and 322:

    The movements in consolidated equit

  • Page 323 and 324:

    iesy Repository GmbH, Hamburg AMEND

  • Page 325 and 326:

    Assets iesy Repository GmbH, Hambur

  • Page 327 and 328:

    I. Basis of Presentation The consol

  • Page 329 and 330:

    V. Explanations to Material Items o

  • Page 331 and 332:

    Network infrastructure, rental, lea

  • Page 333 and 334:

    iesy Repository GmbH, Hamburg UNAUD

  • Page 335 and 336:

    1. Basis of Presentation iesy Repos

  • Page 337 and 338:

    5. Explanations to Material Items o

  • Page 339 and 340:

    Shareholdings of iesy Repository Gm

  • Page 341 and 342:

    iesy Hessen GmbH & Co. KG, Weiterst

  • Page 343 and 344:


  • Page 345 and 346:


  • Page 347 and 348:


  • Page 349 and 350:

    (3) Accounting and Valuation Princi

  • Page 351 and 352:


  • Page 353 and 354:


  • Page 355 and 356:


  • Page 357 and 358:

    The following auditors’ report (B

  • Page 359 and 360:


  • Page 361 and 362:


  • Page 363 and 364:


  • Page 365 and 366:


  • Page 367 and 368:


  • Page 369 and 370:


  • Page 371 and 372:

    Depreciation and Amortization COURT

  • Page 373 and 374:


  • Page 375 and 376:


  • Page 377 and 378:


  • Page 379 and 380:


  • Page 381 and 382:


  • Page 383 and 384:


  • Page 385 and 386:


  • Page 387 and 388:

    Cost of materials COURTESY TRANSLAT

  • Page 389 and 390:


  • Page 391 and 392:

    Goodwill. Under German GAAP, the di

  • Page 393 and 394:

    Under U.S. GAAP, loan origination f

  • Page 395 and 396:

    IFRS requires a purchase price allo

  • Page 397 and 398:

    financial liability incurred result

  • Page 399 and 400:

    €235,000,000 10 1 /8% Senior Note

and Chief Financial Officer - Bombay Stock Exchange
Untitled - Irish Health Repository
100.0 - Irish Health Repository
Untitled - Irish Health Repository
Rheumatology Services.qxd - Irish Health Repository
Cyprus Stock Exchange
directors - Colombo Stock Exchange
KYCR Coil Industries Ltd. - Dhaka Stock Exchange
Otolaryngology Services.qxd - Irish Health Repository
A Step Ahead - Irish Health Repository
Traveller Ethnicity - Irish Health Repository
NEHB COVER - Irish Health Repository
Quality and Fairness report - Irish Health Repository
Health Needs of Travellers - Irish Health Repository
Untitled - Irish Health Repository
MHB Sex Health Book using S - Irish Health Repository
Untitled - Irish Health Repository
PC Pharma Limited - Colombo Stock Exchange
(1) Public Analyst Lab - Irish Health Repository
1 - Irish Health Repository
sofia - Bulgarian Stock Exchange
MHB News Sept 2004 - Irish Health Repository
in Shared Services - Irish Health Repository
Nurse-led care - Irish Health Repository
Runge presentation - Australian Stock Exchange