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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Sources and Uses of

Sources and Uses of Funding for the ish Acquisition The following table sets forth the sources and uses of the funding for the ish Acquisition: Source of Funds Use of Funds (€m) (€m) Cash and cash at banks (1) 377.1 Purchase price for ish (4) 1,540.3 Term Loan A 225.0 Fees and expenses (5) 46.8 Incremental Term Loan B 250.0 Term Loan C 375.0 Subordinated Bridge Facility (2) 360.0 Total (3) 1,587.1 1,587.1 (1) Includes cash and cash at banks on the consolidated balance sheet of iesy at March 31, 2005 and the proceeds from a €200.0 million term loan facility under the Senior Credit Facilities which was drawn down on May 27, 2005. (2) The proceeds of the offering of the Notes will be used to repay amounts borrowed under the Subordinated Bridge Facility. See “Use of Proceeds.” (3) Excludes €100.0 million revolving credit facility, which was undrawn on the completion of the Financing. As of July 1, 2005, iesy had made requests to utilize €22.0 million of its revolving credit facility to fund normal working capital needs. (4) The purchase price is subject to certain post-closing adjustments. (5) Includes actual fees and expenses related to the ish Acquisition and the Financing. Our History The operating businesses of iesy and ish were originally part of the nine former DTAG cable regions. In 2000, a consortium of investors, including ntl, acquired a controlling interest in the iesy Predecessor’s indirect parent company (the “Original iesy Acquisition”). iesy Repository acquired control over iesy Hessen (the parent of the iesy Predecessor at the time) in 2003 in connection with a transaction (the “iesy Acquisition”) in which certain holders of notes issued by iesy Hessen GmbH, the direct parent company of iesy Hessen at the time of the issuance of such notes, tendered their notes in exchange for shares in iesy Repository. For more information on the iesy Acquisition, see “Operating and Financial Review and Prospects of iesy—The iesy Acquisition.” Also in 2000, a consortium of investors acquired a controlling interest in the ish Predecessor’s indirect parent company (the “Original ish Acquisition”). A consortium of banks acquired ownership of ish in a public auction process conducted in January 2003 through a special purpose vehicle, Kabelnetz KG, of which Kabelnetz Ltd. was the ultimate parent. 20

Our Corporate and Financing Structure The following chart sets forth a simplified summary of our corporate and financing structure. (1) For information on our shareholders, see “Security Ownership.” (2) TopCo is a société en commandite par actions organized under the laws of Luxembourg. (3) The Notes were issued as Euro Notes and Dollar Notes in a total aggregate amount equivalent to €360.1 million. Each of the Euro Notes and the Dollar Notes constitutes a separate series of Notes but will be treated as a single class of securities for all purposes under the Indenture. (4) iesy Repository is a holding company that conducts no activities other than the payment of certain fees to shareholders and of certain salaries to management. Following the completion of the ish Acquisition, iesy Repository’s equity interests in iesy Hessen, New iesy and iesy GP were pledged to secure obligations under the Senior Credit Facilities on a first priority basis and to secure the obligations under the Subordinated Bridge Facility and the Existing Notes on a second priority basis (pursuant to an intercreditor agreement). Following the completion of the ish Acquisition, the existing proceeds loan made with the gross proceeds of the Existing Notes (the “Existing Proceeds Loan”) were pledged to secure obligations under the Senior Credit Facilities on a first priority basis and to secure the obligations under the Subordinated Bridge Facility and the Existing Notes on a second priority basis (pursuant to an intercreditor agreement). Upon completion of the offering of the Notes, the senior subordinated loan in respect of the proceeds from the Subordinated Bridge Facility (the “Bridge Proceeds Loan”) will be amended to reflect that the Subordinated Bridge Facility has been repaid but that iesy Hessen remains obligated to iesy Repository for the same amount, and such amended proceeds loan will be pledged to secure the obligations under the Notes and the pledge of such proceeds loan to secure the obligations under the Subordinated Bridge Facility will be released at such time. In addition, on the closing of the offering, the Existing Proceeds Loan and iesy Repository’s equity interests in iesy Hessen, New iesy and iesy GP will be pledged to secure the Notes on a second priority basis (pursuant to an intercreditor agreement). (5) New iesy is a holding company that conducts no activities other than entering into certain employment agreements and related arrangements. Following the completion of the ish Acquisition, New iesy’s equity interests in iesy Hessen and iesy GP were pledged to secure obligations under the Senior Credit Facilities on a first priority basis and to secure the obligations under the Subordinated Bridge Facility and the Existing Notes on a second priority basis (pursuant to an intercreditor agreement). On the closing of the offering of the Notes, New iesy’s equity interests in iesy Hessen and iesy GP will be pledged to secure the Notes on a second priority basis (pursuant to an intercreditor agreement) and the pledge of such equity interests to secure the obligations under the Subordinated Bridge Facility will be released. 21

  • 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 and 16: end of 2005. Our subscribers can al
  • Page 17 and 18: populations, with approximately 2.7
  • Page 19: In April/May 2005, iesy entered int
  • 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
  • Page 67 and 68: CAPITALIZATION The following table
  • Page 69 and 70: 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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