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5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

(6)

(6) iesy GP is the general partner of iesy Hessen. Following the completion of the ish Acquisition, iesy GP’s equity interests in iesy Hessen were pledged to secure the 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, iesy GP’s equity interest in iesy Hessen will be pledged to secure the Notes on a second priority basis (pursuant to an intercreditor agreement) and the pledge of such equity interest to secure the obligations under the Subordinated Bridge Facility will be released. (7) iesy Hessen conducts substantially all of iesy’s operations and is the parent of three inactive subsidiaries, iesy Services, DeTeKabelService Hessen Beteiligungs–GmbH and iesy Hessen Verwaltungs–GmbH. iesy Hessen entered into the Senior Credit Facilities, which are secured by substantially all of its assets, including the equity interests of Kabelnetz. (8) Following the completion of the ish Acquisition, New iesy, iesy GP, iesy Services, Kabelnetz and certain other subsidiaries have guaranteed obligations under the Senior Credit Facilities on a senior basis. The Issuer’s obligations under the Subordinated Bridge Facility and the Existing Notes have been guaranteed by New iesy, iesy Hessen, iesy GP, iesy Services and Kabelnetz and certain other subsidiaries on a senior subordinated basis. The Notes will be guaranteed by New iesy, iesy Hessen, iesy GP, iesy Services, Kabelnetz and certain other subsidiaries on a senior subordinated basis upon the Closing Date of the offering of the Notes. Upon completion of the offering of the Notes hereby and the repayment of the Subordinated Bridge Facility, the guarantees in respect of the amounts borrowed under the Subordinated Bridge Facility will be released. (9) The €1,150.0 million Senior Credit Facilities consist of a €225.0 million term loan A facility, a €450.0 million term loan B facility, a €375.0 million term loan C facility, and a €100.0 million revolving credit facility. Kabelnetz or certain of its subsidiaries may be borrowers under some of these facilities. (10) Kabelnetz conducts its operations through several subsidiaries, including ish KG, KSG and ish KS. The Senior Credit Facilities are secured by substantially all the assets of Kabelnetz and its subsidiaries. Although our structure following the ish Acquisition has not been finalized, it is currently envisaged that after completion of the ish Acquisition, the ish entities will be merged into Kabelnetz by up-stream and side-stream mergers. Kabelnetz may be subsequently merged into iesy Services. See “The ish Acquisition—Potential Post-Acquisition Reorganization.” The Issuer The Issuer is a limited liability company incorporated on September 20, 2002 under the laws of Germany. The Issuer conducted no operations or other material activities prior to the iesy Acquisition. The Issuer’s principal business address is Kleyerstrasse 88, 60326 Frankfurt am Main, Germany. 22

THE OFFERING The summary below describes the principal terms of the Notes, the Subsidiary Guarantees and the Security. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Notes” section of this Prospectus contains a more detailed description of the terms and conditions of the Notes, the Subsidiary Guarantees and the Security, including the definitions of certain terms used in this summary. Issuer iesy Repository GmbH Notes Offered €235,000,000 aggregate principal amount of 10 1 /8% Senior Notes due 2015 (the “Euro Notes”), and Maturity Date February 15, 2015 $151,000,000 aggregate principal amount of 10 3 /8% Senior Notes due 2015 (the “Dollar Notes” and, together with the Euro Notes, the “Notes”). Each of the Euro Notes and the Dollar Notes will constitute a separate series of Notes but will be treated as a single class of securities for all purposes under the indenture governing the Notes. Interest Payment Dates Semi-annually each June 30 and December 31, commencing December 31, 2005. Interest will accrue from the issue date of the Notes. Ranking of the Notes The Notes will be general, senior secured obligations of the Issuer and will rank equal with all existing and future debt of the Issuer (including the Existing Notes) other than debt expressly subordinated to the Notes. The Notes will be structurally subordinated to any existing and future liabilities of our subsidiaries that do not guarantee the Notes. The Notes will be effectively subordinated in right of payment to any existing and future secured debt of the Issuer or our subsidiaries, to the extent of the value of the assets securing such debt (unless such assets also secure the Notes on an equal and ratable or prior basis). The Issuer is a holding company with no revenue-generating operations of its own. In order to make payments on the Notes or to meet other obligations, it will be dependent on receiving payments from its subsidiaries. Subsidiary Guarantees The Notes will be guaranteed (the “Subsidiary Guarantees”) on a senior subordinated basis by New iesy, iesy Hessen, iesy GP, iesy Services, Kabelnetz and certain other subsidiaries (the “Subsidiary Guarantors”). For a description of the Subsidiary Guarantees, see “Description of the Notes— Ranking and Subsidiary Guarantees.” The Subsidiary Guarantees will be subject to release in certain circumstances described herein. The Subsidiary Guarantees will also be subject to limitations, including under German law. See “Risk Factors—Risks Relating to the Notes, the Subsidiary Guarantees and the Security.” Ranking of the Subsidiary Guarantees The Subsidiary Guarantees will be general unsecured, senior subordinated obligations of the Subsidiary Guarantors and will rank junior in right of payment to all of the Subsidiary Guarantors’ existing and future unsubordinated debt (including under the Senior Credit Facilities). The Subsidiary Guarantees will rank senior to all existing and future obligations of the Subsidiary Guarantors expressly subordinated to the Subsidiary Guarantees. The Subsidiary Guarantees will be effectively subordinated in right of payment to any of the Subsidiary Guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt (unless such assets also secure the Subsidiary Guarantees on an equal and ratable or prior basis). Following the completion of the ish Acquisition, the Subsidiary Guarantors have guaranteed the obligations under the Subordinated Bridge 23

  • 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 and 20: In April/May 2005, iesy entered int
  • Page 21: Our Corporate and Financing Structu
  • 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
  • Page 71 and 72: 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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