Views
5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

TAX CONSIDERATIONS The

TAX CONSIDERATIONS The following is a summary based on present law of certain German and U.S. federal income tax considerations for prospective purchasers of the Notes. It addresses only purchasers that buy in the original offering at the original offering price and, in the case of a U.S. Holder (as defined below), that hold the Notes as capital assets and use the U.S. dollar as their functional currency and, in the case of German-resident Noteholders, that use the Euro as their functional currency. The discussion does not consider the circumstances of particular purchasers subject to special tax regimes, such as banks, insurance companies, dealers, tax exempt organizations or persons holding the Notes as part of a hedge, straddle, conversion, integrated or constructive sale transaction. The discussion is a general summary only; it is not a substitute for tax advice. EACH PROSPECTIVE PURCHASER SHOULD SEEK ADVICE FROM AN INDEPENDENT TAX ADVISOR ABOUT THE TAX CONSEQUENCES UNDER ITS OWN PARTICULAR CIRCUMSTANCES OF INVESTING IN OFFERED SECURITIES UNDER THE LAWS OF GERMANY, THE UNITED STATES AND ITS CONSTITUENT JURISDICTIONS AND ANY OTHER JURISDICTION WHERE THE PURCHASER MAY BE SUBJECT TO TAXATION. As used here, “Noteholder” means a beneficial owner of a Note. A “U.S. Holder” is a Holder that for U.S. federal income tax purposes is (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity organized in or under the laws of the United States or its political subdivisions, (iii) a trust subject to the control of a U.S. person and the primary supervision of a U.S. court or (iv) an estate the income of which is subject to U.S. federal income taxation regardless of its source. German Tax Considerations Prospective purchasers of Notes are advised to consult their own tax advisors for the tax consequences of the purchase, the ownership and the disposition of Notes, including the effect of any state or local taxes under the tax laws of the Federal Republic of Germany as well as of any other country of which they are residents. Tax Residents Interest Payments Interest, including any Additional Amounts, received by a Noteholder resident in Germany (e.g. a person whose residence, habitual abode, statutory seat, or place of effective management and control is located in Germany) is subject to German personal or corporate income tax. On the basis of the assessed personal or corporate income tax, a solidarity surcharge (Solidaritätszuschlag) of 5.5% is levied. In addition, if Notes are held as assets of a German commercial business, any interest received is subject to trade tax. Accrued interest (Stückzinsen) paid upon the acquisition of Notes may give rise to negative income and may, therefore, reduce a Noteholder’s personal tax liability. If Notes are held in a custodial account that the Noteholder maintains with the German branch of a German or non- German bank or financial services institution (the “Disbursing Agent”—inländische Zahlstelle), such Disbursing Agent will withhold tax (Zinsabschlag) at a rate of 30% of the gross amount of all interest payments to the Noteholder plus 5.5% solidarity surcharge (Solidaritätszuschlag) thereon. As a result, 31.65% of the gross amount of interest paid to a Noteholder will be withheld by the Disbursing Agent. The tax withheld by the Disbursing Agent will be credited against the Noteholder’s total annual tax burden for German personal or corporate income tax purposes. No tax will be withheld by the Disbursing Agent, if the Noteholder is an individual who has filed a certificate of exemption (Freistellungsauftrag) with the Disbursing Agent and the Notes held by such individual neither form part of a German business property nor generate income from the letting and leasing of property. However, this exemption applies only to the extent that the aggregate of (i) the interest income derived from the Notes and (ii) the individual’s other investment income administered by the Disbursing Agent does not exceed the maximum annual exemption amount shown on the certificate of exemption (up to €1,370 for individuals and €2,740 for married couples filing jointly) plus the flat deductible expense allowance (€51 for individuals and €102 for married couples filing jointly). Furthermore, no tax will be withheld, if the Noteholder submits a certificate of non-assessment (Nichtveranlagungsbescheinigung) issued by the local tax office to the Disbursing Agent. Sale or Redemption of Notes In the Issuer’s view, the Notes qualify as financial innovation under German tax law. Accordingly, gains, including any Additional Amounts, from the sale or redemption of Notes, including gains derived by a secondary or subsequent purchaser, are considered to constitute interest income and are subject to personal or corporate income tax, increased by the 5.5% solidarity surcharge thereon. If Notes are held as assets of a German commercial business, such gains are, in addition, subject 290

to trade tax. The taxable gain from the sale or redemption of Notes is calculated as the difference between the proceeds from the sale or redemption and the purchase price of the Notes (market yield—Marktrendite). If Notes have been held in a custodial account maintained with a Disbursing Agent as from the acquisition of the Notes, tax will be deducted at a rate of 31.65% (including the 5.5% solidarity surcharge thereon) from the excess of the proceeds arising from the sale or redemption over the purchase price paid for the Notes. If custody changed after the acquisition of the Notes, the tax charge of 31.65% (including the 5.5% solidarity surcharge) will be withheld from the amount that equals 30% of the proceeds arising from the sale or redemption of the Notes. In computing the tax to be withheld, the Disbursing Agent may deduct from the taxable base any accrued interest paid by the Noteholder to the Disbursing Agent during the calendar year of the taxable gain. The tax withheld will be credited against the Noteholder’s annual tax liability for personal or corporate income tax purposes. No tax will be withheld to the extent that the interest income derived from the Notes, together with other investment income, does not exceed the maximum exemption amount shown on the certificate of exemption (Freistellungauftrag) filed by the Noteholder with the Disbursing Agent plus the flat deductible expense allowance (see “—German Tax Considerations—Tax residents—Interest payments” above for further details), unless the Noteholder’s Notes form part of a German business property or give rise to income from the letting and leasing of property. Furthermore, no tax will be withheld, if the Noteholder submits a certificate of non-assessment (Nichtveranlagungsbescheinigung) issued by the local tax office to the Disbursing Agent. Should the Notes, contrary to the Issuer’s view (see above), not qualify as a financial innovation, gains from the sale or the redemption of the Notes (other than accrued interest and certain other amounts) may be tax-free, if (i) the Notes were held by private individual investors and (ii) the time period between acquisition and the sale or redemption of the Notes exceeded one year. If so, capital losses may not be deductible. Capital gains derived by German-resident corporate Noteholders will be subject to corporate income tax (increased by the 5.5% solidarity surcharge thereon) as well as to trade tax. Non-residents Interest paid to, and capital gains realized by, Noteholders who are not resident for tax purposes in Germany will not be taxable in Germany and no tax will be withheld (even if the Notes are kept with a Disbursing Agent) provided that, cumulatively, (i) the Notes are not held as a business asset of a German permanent establishment or fixed base, or by a permanent representative of the Noteholder, (ii) the interest income from such Notes does not otherwise constitute German source income (such as income from the letting and leasing of certain German situs property) and (iii) the non-resident Noteholders comply with the procedural rules for proving their status as non-resident for tax purposes. If one of the conditions is not met, non-resident Noteholders will be subject to a withholding tax regime similar to that described above under “—German Tax Considerations—Tax residents.” In the latter case, non-resident Noteholders that are assessed for personal or corporate income tax purposes in Germany, in particular on income derived from a German permanent establishment, may credit the tax withheld against their assessed German tax liability. If non-residents using the U.S. dollar as their functional currency are subject to tax in Germany, currency fluctuations may increase the tax burden. Inheritance and Gift Tax The receipt of Notes in cases of succession upon death, or by way of a gift among living persons is subject to German inheritance and/or gift tax, if the deceased, donor and/or the recipient is a German resident. In specific situations, German expatriates are treated as German residents even after their departure. Even where neither the decreased nor the donor nor the recipient are German residents, German inheritance and gift tax will be triggered, if the Notes are attributable to German business activities and for such business activities a German permanent establishment is maintained or a permanent representative is appointed in Germany. Double taxation treaties may provide for exceptions to the domestic inheritance and gift tax rules. Other Taxes No stamp, issue, registration or similar direct or indirect taxes or duties will be payable in Germany in connection with the issuance, delivery or execution of the Notes. Currently, net assets tax is not levied in Germany. EU Directive on the Taxation of Savings Income On June 3, 2003, the Council of the EU adopted the Directive on the taxation of savings income pursuant to which a Member State will generally be required to provide the tax authorities of another Member State with details on payments of interest or other similar income paid by a person within its jurisdiction to or for an individual resident in the other Member State. Exceptionally (and for a transitional period only, which will end after agreement on exchange of information has been reached between the EU and certain non-EU States), Belgium, Luxembourg and Austria will, instead, be required to withhold tax from such payments unless bondholders either authorize the person making the payment to report the payment as 291

  • 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 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:

    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

  • 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:

    CERTAIN RELATIONSHIPS AND RELATED P

  • 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

  • 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: Secondary Market Trading The Book-E
  • 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 301 and 302: WHERE YOU CAN FIND OTHER INFORMATIO
  • 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: INDEPENDENT AUDITORS’ REPORT We h
  • 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:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 345 and 346:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 347 and 348:

    (1) General COURTESY TRANSLATION FR

  • Page 349 and 350:

    (3) Accounting and Valuation Princi

  • Page 351 and 352:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 353 and 354:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 355 and 356:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 357 and 358:

    The following auditors’ report (B

  • Page 359 and 360:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 361 and 362:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 363 and 364:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 365 and 366:

    Inventories COURTESY TRANSLATION FR

  • Page 367 and 368:

    Goodwill COURTESY TRANSLATION FROM

  • Page 369 and 370:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 371 and 372:

    Depreciation and Amortization COURT

  • Page 373 and 374:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 375 and 376:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 377 and 378:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 379 and 380:

    (1) General COURTESY TRANSLATION FR

  • Page 381 and 382:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 383 and 384:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 385 and 386:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 387 and 388:

    Cost of materials COURTESY TRANSLAT

  • Page 389 and 390:

    [THIS PAGE INTENTIONALLY LEFT BLANK

  • 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

directors - Colombo Stock Exchange
1 - Irish Health Repository
in Shared Services - Irish Health Repository
Runge presentation - Australian Stock Exchange
Women and Cardiovascular Health - Irish Health Repository
and Chief Financial Officer - Bombay Stock Exchange
National Health Information Strategy - Irish Health Repository
Notes to the Financial Statements Contd.... - Colombo Stock Exchange
UNITED STATES SECURITIES AND EXCHANGE ... - Volcom
Otolaryngology Services.qxd - Irish Health Repository
Untitled - Irish Health Repository
100.0 - Irish Health Repository
Untitled - Irish Health Repository
Untitled - Irish Health Repository
SEDOL Masterfile User guide - London Stock Exchange
Untitled - Irish Health Repository
Rheumatology Services.qxd - Irish Health Repository
KYCR Coil Industries Ltd. - Dhaka Stock Exchange
NEHB COVER - Irish Health Repository
A Step Ahead - Irish Health Repository
Traveller Ethnicity - Irish Health Repository
sofia - Bulgarian Stock Exchange
MHB News Sept 2004 - Irish Health Repository
Quality and Fairness report - Irish Health Repository
Health Needs of Travellers - Irish Health Repository
MHB Sex Health Book using S - Irish Health Repository
Nurse-led care - Irish Health Repository
(1) Public Analyst Lab - Irish Health Repository
Willy Burke, or, The Irish orphan in America - Digital Repository ...