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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

• Brooks Newmark,

• Brooks Newmark, Managing Director, Apollo Management (UK), L.L.C., London, since 24. February 2003 • Gary Edward Klesch (Chairman; director of Klesch & Company Limited), from 13. December 2000 until 24. February 2003 • John F. Gregg (director of Brigadoon Ventures), from 13. December 2000 until 10. Mai 2002 • Richard Reiss (managing director of Georgia Advisors LLC), from 7. January 2002 until 24. February 2003 • Günther Drücker (managing director of KDG), from 16. July 2001 until 24. February 2003 • Dr. Hans Ulrich Wenge (managing director of KDG; comprehensive responsilibilty), from 22. November 2002 until 24. February 2003 • Andrew McAleavey (director of NTL), from 29. May 2002 until 24. February 2003 • Bruno Claude (member of board of directors of NTL), from 14. May 2001 until 10. May 2002 • Jennifer Kersis (director of NTL), from 29. May 2002 until 24. February 2003 • Hamid Heidary (member of board of directors of NTL), from 4. September 2001 until 29. May 2002 The advisory board has not been granted any remuneration in the business year 2002. Members of the Management and Remuneration The management of the Company is executed by the general partner iesy Hessen Verwaltungs GmbH or by its legal representative. The general partner has not been granted any remuneration for the management. Staff Members The annual average of staff members in the Company has been 375, including 99 civil servants and 276 employees. Group Accounts The parent company, presenting the consolidated financial statements for most of the companies, is iesy Holdings GmbH. The group accounts are available at the commercial register, Darmstadt. The parent company, presenting the consolidated financial statements for the smallest number of companies, is iesy Hessen Finanz GmbH & Co. KG. Weiterstadt, July 30, 2003 iesy Hessen Verwaltungs GmbH The Management Dr. Jan Rittaler Parm Sandhu Michael Block 314

INDEPENDENT AUDITORS’ REPORT We have audited the amended consolidated annual financial statements (containing consolidated balance sheet, consolidated income statement and notes to the consolidated financial statements) of iesy Repository GmbH, Hamburg, for the business year from January 1, to December 31, 2003. The preparation of the consolidated annual financial statements and group management report in accordance with German commercial law are the responsibility of the company’s managing directors. Our responsibility is to express an opinion on the consolidated annual financial statements and the group management report based on our audit. We conducted our group audit of the consolidated annual financial statements in accordance with § 317 HGB (German Commercial Code) and the German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the group net assets, financial position and results of operations in the consolidated annual financial statements in accordance with German principles of proper accounting and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Company and evaluations of possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated annual financial statements and the management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the financial statements of companies incorporated in the consolidated financial statements, the scope of consolidation, accounting and consolidation principles used and significant estimates made by the company’s managing directors as well as evaluating the overall presentation of the consolidated annual financial statements and group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, the consolidated annual financial statements give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with German principles of proper accounting. Overall the group management report provides a suitable understanding of the group’s position and suitably presents the risks of future development. We issue this auditor’s report as a result of our on April 27, 2004 completed annual audit and our audit of the subsequent amendment to the consolidated financial statements for the year ending December 31, 2003 (Change of the presentation of the income and expense items in the profit and loss statement). We refer to section “Changes of consolidated financial statements” of the notes to the amended financial statements. Our audit of the subsequent amendment has not led to any reservations. Frankfurt am Main, January 11, 2005 s// Dreßel s// ppa. Sattler Wirtschaftsprüfer Wirtschaftsprüfer 315

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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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    of the European Union on January 1,

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    contemporaneously with any such act

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    25% in principal amount of the outs

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    (2) provide for the assumption by a

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    (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 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 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: Last year’s extraordinary expense
  • 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
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  • Page 357 and 358: 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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    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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