5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

otherwise. The Trustee

otherwise. The Trustee will be permitted to engage in other transactions; provided, however, that if it acquires any conflicting interest it must either eliminate such conflict within 90 days or resign. The Indenture sets out the terms under which the Trustee may retire or be removed, and replaced. Such terms will include, among others, (1) that the Trustee may be removed at any time by the Holders of a majority in principal amount of the then outstanding Notes, or may resign at any time by giving written notice to the Issuer and (2) that if the Trustee at any time (a) has or acquires a conflict of interest that is not eliminated, (b) fails to meet certain minimum limits regarding the aggregate of its capital and surplus or (c) becomes incapable of acting as Trustee or becomes insolvent or bankrupt, then the Issuer may remove the Trustee, or any Holder who has been a bona fide Holder for not less than six months may petition any court for removal of the Trustee and appointment of a successor Trustee. Any removal or resignation of the Trustee shall not become effective until the acceptance of appointment by the successor Trustee. Notices The Indenture provides for the indemnification of the Trustee in connection with its actions under the Indenture. All notices to Holders of each series of Notes will be validly given if mailed to them at their respective addresses in the register of the Holders of such Notes, if any, maintained by the Registrar. In addition, for so long as any of the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, notices, with respect to the Notes listed on the Irish Stock Exchange will be published by delivery to the Companies Announcement Office in Dublin. In addition, for so long as any Notes are represented by Global Notes, all notices to Holders of the Notes will be delivered to Euroclear, Clearstream and DTC, each of which will give such notices to the holders of Book Entry Interests. Each such notice shall be deemed to have been given on the date of such publication or, if published more than once on different dates, on the first date on which publication is made, provided that, if notices are mailed, such notice shall be deemed to have been given on the later of such publication and the seventh day after being so mailed. Any notice or communication mailed to a Holder shall be mailed to such Person by first-class mail or other equivalent means and shall be sufficiently given to him if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. Currency Indemnity and Calculation of Euro-denominated Restrictions In the case of (1) the Euro Notes, the euro and (2) the Dollar Notes, the dollar is the sole currency of account and payment for all sums payable by the Issuer or any Subsidiary Guarantor under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than euro (in the case of Euro Notes) or dollar (in the case of Dollar Notes), whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the windingup or dissolution of the Issuer or any Subsidiary Guarantor or otherwise by any Holder of a Euro Note or Dollar Note, as the case may be, or by the Trustee, in respect of any sum expressed to be due to it from the Issuer or any Subsidiary Guarantor will only constitute a discharge to the Issuer or any Subsidiary Guarantor to the extent of the euro amount or dollar amount, as the case may be, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that euro amount is less than the euro amount expressed to be due to the recipient or the relevant Trustee under any Euro Note, or if the dollar amount is less than the dollar amount expressed to be due to the recipient or the Trustee under any Dollar Note, the Issuer and any Subsidiary Guarantor will indemnify them against any loss sustained by such recipient as a result. In any event, the Issuer and any Subsidiary Guarantor will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein for the Holder of a Note or the Trustee to certify in a manner satisfactory to the Issuer (indicating the sources of information used) the loss it Incurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Issuer and any Subsidiary Guarantor’s other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder of a Note or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee. Except as otherwise specifically set forth herein, for purposes of determining compliance with any euro-denominated restriction herein, the Euro Equivalent amount for purposes hereof that is denominated in a non-euro currency shall be 262

calculated based on the relevant currency exchange rate in effect on the date such non-euro amount is Incurred or made, as the case may be. Enforceability of Judgments Since all the assets of the Issuer and its Subsidiaries are outside the United States, any judgment obtained in the United States against the Issuer or any Subsidiary Guarantor, including judgments with respect to the payment of principal, premium, interest, and any redemption price and any purchase price with respect to the Notes, may not be collectable within the United States. Germany and the United States currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Consequently, a final judgment for payment given by any court in the United States would not automatically be enforceable in Germany. See “Service of Process and Enforcement of Civil Liabilities.” Consent to Jurisdiction and Service Each of the Issuer and the Subsidiary Guarantors will irrevocably and unconditionally: (1) submit itself and its property in any legal action or proceeding relating to the Indenture to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the Courts of the State of New York, sitting in the Borough of Manhattan, The City of New York, the courts of the United States of America for the Southern District of New York, appellate courts from any thereof and courts of its own corporate domicile, with respect to actions brought against it as defendant; (2) consent that any such action or proceeding may be brought in such courts and waive any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (3) appoint CT Corporation System, currently having an office at 111 Eighth Avenue, New York, New York 10011, as its agent to receive on its behalf service of all process in any such action or proceeding, such service being hereby acknowledged by each of the Issuer and the Subsidiary Guarantors to be effective and binding in every respect. Governing Law The Indenture, the Notes and the Subsidiary Guarantees and the rights and duties of the parties thereunder shall be governed by, and construed in accordance with, the laws of the State of New York. The Intercreditor Agreement will be governed by, and construed in accordance with, English Law. The Security Documents and any Proceeds Loan Agreement will be governed by, and construed in accordance with, German law. Certain Definitions “Acquired Indebtedness” means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from such Person or (3) of a Person at the time such Person merges with or into or consolidates with the Issuer or any Restricted Subsidiary, in each case other than Indebtedness Incurred by such Person in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary of the Issuer or such acquisition. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger or consolidation. “Additional Assets” means: (1) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Issuer or a Restricted Subsidiary, or otherwise useful in a Similar Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets); (2) the Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Issuer or a Restricted Subsidiary of the Issuer; or (3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Issuer. “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling,” “controlled by” and “under common control with” have meanings correlative to the foregoing. 263

  • 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 and 196:

    The Amendment provides that provisi

  • Page 197 and 198:

    • Providers who had a dominant po

  • 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:


  • Page 207 and 208:

    Beneficial Ownership The following

  • Page 209 and 210:


  • 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: (6) an Officer’s Certificate stat
  • 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: PLAN OF DISTRIBUTION We, the Subsid
  • Page 299 and 300: LEGAL MATTERS Certain legal matters
  • Page 303 and 304: Listing LISTING AND GENERAL INFORMA
  • Page 305 and 306: INDEX TO FINANCIAL STATEMENTS iesy
  • 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
Rheumatology Services.qxd - Irish Health Repository
Cyprus Stock Exchange
Health Needs of Travellers - Irish Health Repository
Quality and Fairness report - Irish Health Repository
MHB Sex Health Book using S - Irish Health Repository
PC Pharma Limited - Colombo Stock Exchange
Otolaryngology Services.qxd - Irish Health Repository
Untitled - Irish Health Repository
Untitled - Irish Health Repository
directors - Colombo Stock Exchange
sofia - Bulgarian Stock Exchange
MHB News Sept 2004 - Irish Health Repository
Untitled - Irish Health Repository
100.0 - Irish Health Repository
Untitled - Irish Health Repository
1 - Irish Health Repository
Nurse-led care - Irish Health Repository
KYCR Coil Industries Ltd. - Dhaka Stock Exchange
A Step Ahead - Irish Health Repository
Traveller Ethnicity - Irish Health Repository
NEHB COVER - Irish Health Repository
in Shared Services - Irish Health Repository
Runge presentation - Australian Stock Exchange