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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

BE REMOVED UPON THE

BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S.” If you purchase Notes, you will also be deemed to acknowledge that the foregoing restrictions apply to holders of beneficial interests in these Notes as well as to holders of these Notes. (5) You acknowledge that the registrar will not be required to accept for registration of transfer any Notes acquired by you, except upon presentation of evidence satisfactory to us and the registrar that the restrictions set forth herein have been complied with. (6) You acknowledge that: (a) the Issuer, the Initial Purchasers and others will rely upon the truth and accuracy of your acknowledgements, representations and agreements set forth herein and you agree that, if any of your acknowledgements, representations or agreements herein cease to be accurate and complete, you will notify us and the Initial Purchasers promptly in writing; and (b) if you are acquiring any Notes as fiduciary or agent for one or more investor accounts, you represent with respect to each such account that: (i) you have sole investment discretion; and (ii) you have full power to make the foregoing acknowledgements, representations and agreements. (7) You agree that you will give to each person to whom you transfer these Notes notice of any restrictions on the transfer of the Notes. (8) If you are a purchaser in a sale that occurs outside the United States within the meaning of Regulation S, you acknowledge that until the expiration of the “distribution compliance period” (as defined below), you shall not make any offer or sale of these Notes to a U.S. person or for the account or benefit of a U.S. person within the meaning of Rule 902 under the U.S. Securities Act. The “distribution compliance period” means the 40-day period following the issue date for the Notes. (9) You understand that no action has been taken in any jurisdiction (including the United States) by the Issuer or the Initial Purchasers that would permit a public offering of the Notes or the possession, circulation or distribution of this Prospectus or any other material relating to the Issuer or the Notes in any jurisdiction where action for that purpose is required. Consequently, any transfer of the Notes will be subject to the selling restrictions set forth under “Plan of Distribution.” Each purchaser and subsequent transferee of a Note will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire and hold the Notes constitutes assets of any employee benefit plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any plan, individual retirement account or other arrangement subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Law”), or any entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement or (ii) the purchase and holding of the Notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation under any applicable Similar Law. 296

PLAN OF DISTRIBUTION We, the Subsidiary Guarantors and the Initial Purchasers have entered into a purchase agreement, dated July 11, 2005, with respect to the Notes. In the purchase agreement, each Initial Purchaser named below has agreed to purchase, and we have agreed to sell to that Initial Purchaser, the principal amount of Notes set forth opposite the Initial Purchaser’s name. Initial Purchasers Principal Amount Euro Notes Dollar Notes Citigroup Global Markets Limited € 78,334,000 $ 50,334,000 Deutsche Bank AG, London Branch 78,333,000 50,333,000 J.P. Morgan Securities Ltd. 78,333,000 50,333,000 Total € 235,000,000 $ 151,000,000 The obligations of the Initial Purchasers under the purchase agreement, including their agreement to purchase the Notes from us, are several and not joint. Those obligations are also subject to various conditions in the purchase agreement being satisfied. The Initial Purchasers have agreed to purchase all the Notes if any of them are purchased. The Initial Purchasers have advised us that they propose to offer the Notes for resale at the offering price that appears on the cover of this Prospectus. Notwithstanding the foregoing, the Initial Purchasers will allocate 15% of the aggregate principal amount of the Notes to Silverpoint, a private investment fund, at the same price the Notes are being sold to the Initial Purchasers. Silverpoint has lent to iesy Hessen 20% of the aggregate principal amount of the Senior Credit Facilities and 15% of the aggregate principal amount of the Subordinated Bridge Facility. See “Description of Other Indebtedness.” Silverpoint also, through certain accounts and funds managed by it, holds equity interests in TopCo. See “Security Ownership.” After the initial offering, the Initial Purchasers may change the offering price and any other selling terms. In the purchase agreement, we have agreed that: • We will not offer or sell any of our debt securities, other than the Notes, for a period of 90 days after the date of this Prospectus without the prior consent of Citigroup Global Markets Limited. • We will indemnify the Initial Purchasers against some liabilities, including liabilities under the U.S. Securities Act. The Notes and the Subsidiary Guarantees have not been and will not be registered under the U.S. Securities Act or the securities laws of any other place. In the purchase agreement, each Initial Purchaser has agreed that: • The Notes may not be offered or sold within the United States or to U.S. persons except pursuant to an exemption from the registration requirements of the U.S. Securities Act or in transactions not subject to those registration requirements. • During the initial distribution of the Notes, it will offer or sell Notes only to qualified institutional buyers in compliance with Rule 144A and outside the United States to non-U.S. persons in compliance with Regulation S. In addition, until 40 days following the commencement of this offering, an offer or sale of Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the U.S. Securities Act unless the dealer makes the offer or sale in compliance with Rule 144A or another exemption from registration under the U.S. Securities Act. Each purchaser of the Notes offered by this Prospectus, in making its purchase, will be deemed to have made the acknowledgements, representations and agreements as described under “Notice to Investors.” In the purchase agreement, each Initial Purchaser has also agreed that: (a) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell the Notes other than to persons whose ordinary activities involve them in acquiring, holding managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by 297

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    PROSPECTUS iesy Repository GmbH €

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    the market price of the Notes at a

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    which the issue or the offer of sec

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    “combined entity”, and “we”

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    “Tele Columbus” refers to the c

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    Revenue generating units, or “RGU

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    CURRENCY PRESENTATION AND EXCHANGE

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    end of 2005. Our subscribers can al

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    populations, with approximately 2.7

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    In April/May 2005, iesy entered int

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    Our Corporate and Financing Structu

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    THE OFFERING The summary below desc

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    Optional Redemption We may redeem a

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    SUMMARY FINANCIAL AND OPERATING INF

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    iesy Other Financial Data (unaudite

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    iesy Operational Data (unaudited) R

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    ish Income Statement Data Audited y

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    35 Three months ended Year ended De

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    37 As of December 31, As of March 3

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    RISK FACTORS You should carefully c

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    acquiring content, purchasing servi

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    agreements—MSG”). We cannot ass

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    In addition, most of our cable netw

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    Strikes or other industrial actions

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    acquisitions. In addition, any addi

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    provision and may not be abusive. S

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    €1,050.0 million would have been

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    We depend on payments from our subs

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    • Claims against the Issuer and s

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    Senior Credit Facilities before the

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    court rulings did not address the p

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    THE ISH ACQUISITION The description

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    In addition to the warranties, spec

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    CAPITALIZATION The following table

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    Unaudited Pro Forma Condensed Conso

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    NOTES TO THE UNAUDITED PRO FORMA CO

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    (€m, except percentages) Pro form

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    Income Statement Data 75 Audited Ye

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    (7) Number of subscribers at the en

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    • iesy’s premium cable televisi

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    egulated pricing model. Fees are pa

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    Risks Relating to Our Indebtedness

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    Legal, Consulting and Management Fe

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    Subscribers iesy classifies its cus

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    2003 to €8.20 per subscriber in t

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    • the senior credit facilities we

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    average installation fees from July

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    Cash flow from investing activities

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    In the three months ended March 31,

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    eview and optimization of services

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    Cash Flow from Operating Activities

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    oadcasters in television and radio.

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    educed or increased by a material a

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    Income Statement Data Audited year

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    109 As of December 31, As of March

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    • ish’s premium cable televisio

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    In addition, ish markets pay-per-vi

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    Cost of Materials and Services Cost

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    For accounting purposes, ish treats

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    Subscribers ish classifies its cust

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    Competition ish faces significant c

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    This decrease was primarily due to

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    Net Loss Net loss was €17.9 milli

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    Pension Obligations As of March 31,

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    Term Sheets with DTAG, BRN-ish agre

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    estructuring liabilities, while 200

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    accrual for pending losses. The exp

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    International Financial Reporting S

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    Content Providers Basic Television

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    Digital Home” and PrimaCom offers

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    [GRAPHIC] [GRAPHIC] Level 4 is the

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    shared access basis. In this case,

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    The following table shows several k

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    In the domestic market, the German

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    BUSINESS Unless otherwise indicated

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    Germany, with approximately 30.2 mi

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    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

  • Page 245 and 246: (13) Investments in an aggregate am
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  • Page 253 and 254: of the European Union on January 1,
  • Page 255 and 256: contemporaneously with any such act
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  • Page 259 and 260: (2) provide for the assumption by a
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  • Page 263 and 264: calculated based on the relevant cu
  • Page 265 and 266: “Bank Indebtedness” means any a
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  • 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: (c) for so long as the Notes are el
  • 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
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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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