iesy Repository GmbH - Irish Stock Exchange

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the Advisory Boards elect the Chairman of the relevant Advisory Board. Resolutions of the Advisory Boards generally require a simple majority of the votes cast. In case of a tie-vote, the vote of the chairman is decisive. The following table sets out the name, age, position and the year of appointment for each of the members of our Advisory Boards. However, please note that we intend to amend the articles of association of the ish entities to eliminate the advisory boards. Name Age Position Year first appointed Robert Falk 67 Member 2005 Brooks Newmark 47 Member 2005 204
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Since Apollo, through its wholly-owned subsidiary AP Cable LLC, acquired control over iesy Repository (and indirectly over iesy Hessen) in early 2003, material transactions entered into between us and related parties have included the following: TopCo Securityholders Agreement The key principles of the constitution of TopCo, including corporate governance, were agreed between iesy Hessen, iesy Repository and Kabelnetz Ltd. in the Share Purchase Agreement for the ish Acquisition and are reflected in a securityholders agreement applicable to all holders of securities in TopCo. For details on the securityholders agreement, see “Security Ownership—Beneficial Ownership.” Management Equity Participation Management holds stock options in TopCo, which in the aggregate represent approximately 0.75% of TopCo’s outstanding share capital upon full exercise. Vesting of options will be accelerated upon certain events, including a change of control of TopCo. Management Services Agreements iesy Repository, on behalf of itself and its subsidiaries, entered into a management services agreement with Apollo and Pequot Capital Management, Inc. on or about February 1, 2003 that was memorialized in writing on July 29, 2004. At the time, funds managed or advised by Pequot Capital Management, Inc. were shareholders of iesy Repository and of New iesy. The management services agreement will expire on February 1, 2006. Under a share purchase agreement dated December 23, 2004 between AP Cable LLC, Pequot Capital Management, Inc. and others, Pequot Capital Management, Inc. undertook to enter into an agreement with iesy Repository and Apollo, pursuant to which it will cease to be a party to the management services agreement with effect as of December 31, 2004. Such agreement has been concluded and stipulates that Apollo shall, from January 1, 2005 on, be entitled to an annual management fee of €2.0 million. In addition, on June 20, 2005, iesy Repository and Apollo entered into an amendment to the management services agreement relating to management fees to be paid to Apollo Management. Upon completion of the ish Acquisition, Apollo agreed to waive its right to management fees under the management services agreement. In consideration of certain transaction and refinancing related advisory services provided by Apollo in 2003 and 2004 according to the management services agreement, iesy Hessen paid €3.8 million in the year ended December 31, 2004 to Apollo. The management services agreement provides for iesy Repository to cause the beneficiary of advisory services provided by Apollo to pay to Apollo for each potential merger and acquisition transaction an amount of either €850,000 in the case of a transaction that is not completed, or 1.0% of the value of a completed transaction. Similarly, in consideration for services provided in connection with financing related to merger and acquisition transactions involving certain German cable companies, an amount of €750,000 will become payable upon the successful completion of a transaction or if two such transactions have been abandoned. In consideration of refinancing related advisory services, iesy and Apollo agree on the fee to be paid to Apollo on a transaction-by-transaction basis. In connection with the iesy Acquisition, approximately €5.0 million was paid to Apollo and €100,000 was paid to Pequot Capital Management, Inc. as a strategic advisory fee for the transaction. Following the completion of the ish Acquisition, Apollo received a €12.7 million strategic advisory fee. Other Transactions Prior to the closing of the ish Acquisition, an affiliate of Apollo held a 15.4% economic interest in Kabelnetz Ltd., the ultimate holding company of the ish group of companies. Following the ish Acquisition, Apollo controls a 39.7% equity interest in TopCo through a management agreement with its affiliate, AP Cable LLC. GoldenTree Asset Management, L.P. manages certain accounts and funds that, prior to the closing of the ish Acquisition, held economic interests in Kabelnetz Ltd. GoldenTree Asset Management, L.P. had managed certain accounts and funds, which in the aggregate held approximately €7.3 million of the loans under the previous senior credit facilities, which were repaid in February 2005 with the proceeds from the offering of the Existing Notes. An affiliate of Apollo is a lender under PrimaCom’s €375.0 million second secured facility dated as of March 26, 2002. PrimaCom is a professional Level 4 operator with whom iesy has a signal delivery agreement. 205
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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,
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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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Page 155 and 156: iesy’s Current Basic Cable Televi
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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 and 196: The Amendment provides that provisi
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Page 199 and 200: in the Munich office of Apax Partne
Page 201 and 202: Marketing for Germany and Austria,
Page 203: Gerard Tyler is ish’s Treasurer.
Page 207 and 208: Beneficial Ownership The following
Page 209 and 210: DESCRIPTION OF OTHER INDEBTEDNESS T
Page 211 and 212: period (unless the interest period
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Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
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Page 223 and 224: Issuer have agreed that iesy Hessen
Page 225 and 226: Subsidiary Guarantor outstanding wh
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Page 229 and 230: provisions described under “—De
Page 231 and 232: In addition, the Intercreditor Agre
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Page 235 and 236: circumstances referred to above exi
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Page 243 and 244: Date of any Indebtedness that has b
Page 245 and 246: (13) Investments in an aggregate am
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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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(1) General COURTESY TRANSLATION FR
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(3) Accounting and Valuation Princi
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The following auditors’ report (B
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Inventories COURTESY TRANSLATION FR
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Goodwill COURTESY TRANSLATION FROM
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Depreciation and Amortization COURT
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(1) General COURTESY TRANSLATION FR
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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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iesy Repository GmbH - Irish Stock Exchange

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