iesy Repository GmbH - Irish Stock Exchange

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Except as disclosed in this Prospectus: • there has been no material adverse change in the financial position of the Issuer, iesy Hessen, New iesy, iesy GP or Kabelnetz (the “Companies”) since December 31, 2004; and • none of the Companies has been involved in any litigation, administrative proceeding or arbitration relating to claims or amounts which are material in the context of the issue of the Notes, and, so far as we are aware, no such litigation, administrative proceeding or arbitration is pending or threatened. Subsidiary Guarantor Information As of the date of closing of the offering of the Notes hereby, the Subsidiary Guarantors are expected to include: • New iesy GmbH, the intermediate holding company for our international operations; • iesy Hessen GmbH & Co KG, our principal operating subsidiary; • iesy Hessen Finanz-Management GmbH, the general partner of iesy Hessen; • iesy Services GmbH; • KABELNETZ NRW HoldCo GmbH; • KABELNETZ NRW Verwaltungs GmbH; • KABELNETZ NRW GmbH & Co. KG; • ish Verwaltungs GmbH; • ish GmbH & Co. KG; and • ish KS NRW Beteiligungs-GmbH. New iesy is a limited liability company and was incorporated under the laws of Germany on November 4, 2002. The registered office of New iesy is Alsterarkaden 27, 20354 Hamburg, Germany. New iesy is registered with the commercial register of the local court of Hamburg under number HRB 85299. iesy Hessen is a limited partnership and was formed under the laws of Germany on April 18, 2000. The registered office of iesy Hessen is Kleyerstraße 88, 60326 Frankfurt am Main, Germany. iesy Hessen is registered with the commercial register of the local court of Frankfurt am Main under number HRA 31043. iesy GP is a limited liability company and was formed under the laws of Germany on February 1, 2000. The registered office of iesy GP is Kleyerstraße 88, 60326 Frankfurt am Main, Germany. iesy GP is registered with the commercial register of the local court of Frankfurt am Main under number HRB 56856. Kabelnetz is a limited liability company and was formed under the laws of Germany on April 10, 2002. The registered office of Kabelnetz is Widdersdorfer Straße 399-403, 50933 Köln, Germany. Kabelnetz is registered with the commercial register of the local court of Köln under number HRB 37366. 304
INDEX TO FINANCIAL STATEMENTS iesy Hessen GmbH & Co. KG 2002 Independent auditors’ report F-2 Balance Sheet as of December 31, 2002 F-3 Profit and Loss statement for the period from January 1 to December 31, 2002 F-4 Notes to the financial statements from January 1 to December 31, 2002 F-5 iesy Repository GmbH 2003 Independent auditors’ report F-12 Consolidated Balance Sheet as of December 31, 2003 F-13 Amended consolidated Profit and Loss Statement for the period from January 1 to December 31, 2003 F-14 Notes to the amended consolidated financial statements for the year ending December 31, 2003 F-15 Amended consolidated cash flow statement for the period from January 1 to December 31, 2003 F-21 iesy Repository GmbH 2004 Independent auditors’ report F-22 Consolidated Balance Sheet as of December 31, 2004 F-23 Consolidated Profit and Loss Statement for the period from January 1 to December 31, 2004 F-24 Notes to the consolidated financial statements for the year ending December 31, 2004 F-25 Consolidated cash flow statement for the period from January 1 to December 31, 2004 F-31 iesy Repository GmbH – Interim consolidated financial statements for the three months ended March 31, 2005 Unaudited consolidated balance sheet as of March 31, 2005 F-32 Unaudited consolidated Profit and Loss statement for the period from January 1 to March 31, 2005 F-33 Notes to the unaudited consolidated financial statements for the three months ended March 31, 2005 F-34 Unaudited consolidated cash flow statement for the period from January 1 to March 31, 2005 F-39 iesy Hessen GmbH & Co. KG Unaudited cash flow statement for the year ended December 31, 2002 F-40 KABELNETZ NRW HoldCo GmbH 2003 (1) Auditors’ report F-41 Consolidated balance sheet as of December 31, 2003 F-43 Consolidated statement of operations for the year ended December 31, 2003 F-45 Notes to the consolidated financial statements for fiscal year 2003 F-46 KABELNETZ NRW HoldCo GmbH 2004 Auditors’ report F-56 Consolidated balance sheet as of December 31, 2004 F-58 Consolidated statement of operations for the year ended December 31, 2004 F-60 Consolidated cash flow statements for the year ended December 31, 2004 F-61 Notes to the consolidated financial statements for financial year 2004 F-62 KABELNETZ NRW HoldCo GmbH – Interim consolidated financial statements for the three months ended March 31, 2005 Unaudited consolidated balance sheet as of March 31, 2005 F-74 Unaudited consolidated statement of operations for the period from January 1 to March 31, 2005 F-75 Unaudited consolidated cash flow statement for the period from January 1 to March 31, 2005 F-77 Notes to the unaudited consolidated financial statements for the three months ended March 31, 2005 F-78 (1) Please note that the financial statements for KABELNETZ NRW HoldCo GmbH are for the year ended December 31, 2003 but represent only 11 months of operations for its operating subsidiaries. 305 Page
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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
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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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Page 259 and 260: (2) provide for the assumption by a
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Page 265 and 266: “Bank Indebtedness” means any a
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Page 269 and 270: (9) the impact of capitalized inter
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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
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Page 287 and 288: The Issuer and the Trustee and thei
Page 289 and 290: Secondary Market Trading The Book-E
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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: Listing LISTING AND GENERAL INFORMA
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
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Page 321 and 322: The movements in consolidated equit
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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
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Page 335 and 336: 1. Basis of Presentation iesy Repos
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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
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COURTESY TRANSLATION FROM THE GERMA
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The following auditors’ report (B
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Inventories COURTESY TRANSLATION FR
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Goodwill COURTESY TRANSLATION FROM
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Depreciation and Amortization COURT
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(1) General COURTESY TRANSLATION FR
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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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iesy Repository GmbH - Irish Stock Exchange

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