iesy Repository GmbH - Irish Stock Exchange

it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply
to the Issuer; and
(c) it has compiled and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom.
The Notes are a new issue of securities, and there is currently no established trading market for the Notes. In addition,
the Notes are subject to certain restrictions on resale and transfer as described under “Notice to Investors.” We do not intend
to apply for the Notes to be listed on any securities exchange other than the Irish Stock Exchange or to arrange for the Notes
to be quoted on any quotation system. The Initial Purchasers have advised us that they intend to make a market in the Notes,
but they are not obligated to do so. The Initial Purchasers may discontinue any market making in the Notes at any time in
their sole discretion. In addition, such market-making activities will be subject to the limits imposed by the U.S. Securities
Act and the U.S. Exchange Act. Accordingly, we cannot assure you that a liquid trading market will develop for the Notes,
that you will be able to sell your Notes at a particular time or that the prices that your receive when you sell will be favorable.
The Issuer expects that delivery of the Notes will be made against payment therefore on or about the date specified on
the cover page of this Prospectus, which will be the 6th business day following the date of pricing of the Notes (this
settlement cycle being referred to as “T+6”). Under Rule 15c6-1 of the U.S. Exchange Act, trades in the secondary market
generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade Notes on the date of this offering circular or the next two succeeding business
days will be required, by virtue of the fact that the Notes initially will settle in T+6, to specify an alternate settlement cycle at
the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should
consult their own advisor.
You should be aware that the laws and practices of certain countries require investors to pay stamp taxes and other
charges in connection with purchases of securities.
In connection with the offering of the Notes, Citigroup Global Markets Limited may engage in over-allotment,
stabilizing transactions and syndicate covering transactions. Over-allotment involves sales in excess of the offering size,
which creates a short position for the Initial Purchasers. Stabilizing transactions involve bids to purchase the Notes in the
open market for the purpose of pegging, fixing or maintaining the price of the Notes. Syndicate covering transactions involve
purchases of the Notes in the open market after the distribution has been completed in order to cover short positions.
Stabilizing transactions and syndicate covering transactions may cause the price of the Notes to be higher than it would
otherwise be in the absence of those transactions. If Citigroup Global Markets Limited engages in these transactions, it may
discontinue them at any time.
The Initial Purchasers and some of their affiliates perform from time to time various financial advisory, investment
banking or other financial services to us, our subsidiaries or affiliates.
Citigroup Global Markets, Deutsche Bank AG, London Branch and J.P. Morgan plc, each an Initial Purchaser or
affiliate thereof, are arrangers under our Senior Credit Facilities. The Initial Purchasers and certain of their affiliates may also
be lenders under the Senior Credit Facilities from time to time. Citibank International plc and Citicorp Trust Company
Limited, both affiliates of Citigroup Global Markets Limited, act as agent and security agent, respectively, under our Senior
Credit Facilities. See “Description of Other Indebtedness—Senior Credit Facilities.” The Initial Purchasers or their affiliates
have provided the Subordinated Bridge Facility for the ish Acquisition. Citigroup Global Markets Limited and J.P. Morgan
Securities Ltd. were initial purchasers for the offering of the Existing Notes. See “Description of Other Indebtedness.”
As described under “Use of Proceeds,” iesy intends to use the net proceeds of the offering of the Notes to refinance
amounts borrowed under the Subordinated Bridge Facility. In addition, iesy used certain of the proceeds from the offering of
the Existing Notes and the proceeds from the Senior Credit Facilities towards payment of the purchase price for the ish
Acquisition. In conjunction with the ish Acquisition, ish’s existing credit facilities were repaid. Affiliates of the Initial
Purchasers were formerly lenders to ish under ish’s former credit facilities. An affiliate of Citigroup Global Markets Limited,
one of the Initial Purchasers, advised Kabelnetz Ltd. in connection with the ish Acquisition. See “The ish Acquisition.” In
addition, affiliates of Deutsche Bank AG, London Branch and J.P. Morgan plc hold equity interests in TopCo.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. will act as U.S. selling
agents for Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, J.P. Morgan Securities Ltd., respectively.
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