iesy Repository GmbH - Irish Stock Exchange

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The capitalized expenses for the start-up and expansion of business occurred with regard to the implementation and upgrading of existing cable networks for Highspeed-Data, an internet technology via cable. All receivables and other assets are due within one year except for € 1.0 mill. receivables from security deposits which are due within more than one year. The movements in consolidated equity are as follows: Subscribed capital iesy Repository GmbH, Hamburg Capital reserves Loss carried forward 338 Profit/loss for the period Equity Minorities Consolidated equity T € T € T € T € T € T € T € As of 1/1/2005 12,682 179,118 -4,953 4,084 190,931 0 190,931 Appropriation of result 0 0 4,084 -4,084 0 0 0 Profit / loss for the year 0 0 0 -11,619 -11,619 0 -11,619 As of 3/31/2005 12,682 179,118 -869 -11,619 179,312 0 179,312 Due to the capitalization of expenses for the start-up and expansion of business a distribution ban of T€ 231 exists. Provisions and accruals have been primarily accrued for remaining days of holiday, variable and performance related compensation payments, redundancy payments and outstanding vendor invoices. The maturity of liabilities is as follows: Due within one year Due within five years Due in more than five years T € T € T € Liabilities to banks/bondholders 0 0 215,000 Trade payables 2,791 0 0 Liabilities to companies with share relationship 89 0 0 Other liabilities 7,063 0 0 9,943 0 215,000 Liabilities to banks/bondholders consist of € 215 mill. senior notes, issued by iesy Repository GmbH. The general, senior secured notes are guaranteed on a senior subordinated basis by New iesy GmbH and iesy Hessen GmbH & Co. KG. Sales were solely made in Germany. Extraordinary expenses of € 14.5 mill. result from the issuance of notes and the acquisition of ish. 6. Other Information Other financial obligations The other financial commitments result essentially from purchase obligations for network infrastructure services of Deutsche Telekom AG, Bonn. Network infrastructure, rental, leasing and other commitments 2005, three quarters 23,009 2006 29,250 2007 25,083 2008 25,151 2009 24,492 2010 and thereafter (annually) 24,841 T € 151,826
Shareholdings of iesy Repository GmbH, Hamburg Shareholdings of iesy Repository GmbH as of March 31, 2005, are as follows: Name of the company Registered office Country 339 Shareholding Equity year end 2004 Result 2004 % T € T € Subsidiaries included in the consolidated financial statements New iesy GmbH Hamburg Deutschland 100.00 112,705 -2,660 iesy Hessen GmbH & Co. KG Frankfurt am Main Deutschland 100.00 257,952 163,942 iesy Hessen Verwaltungs-GmbH Frankfurt am Main Deutschland 100.00 18 -2 iesy Services GmbH Frankfurt am Main Deutschland 100.00 117 13 DeTeKabelService Hessen Beteiligungs GmbH Frankfurt am Main Bonn 100.00 26 0 iesy Hessen Finanz Management GmbH Frankfurt am Main Deutschland 100.00 18 -2 The average number of employees in the first quarter of 2005 amounted to 304 (prior year: 302 employees). Hamburg, June 27, 2005 iesy Repository GmbH, Hamburg Parm Sandhu
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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
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calculated based on the relevant cu
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“Bank Indebtedness” means any a
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Consolidated Net Income (excluding
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(9) the impact of capitalized inter
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“Exchange Act” means the U.S. S
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(iii) for the avoidance of doubt, a
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“Nationally Recognized Statistica
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(2) Investments in another Person i
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(15) Permitted Collateral Liens; (1
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(5) in the case of Apollo and Golde
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service level agreement as replaced
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“Unrestricted Subsidiary” means
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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
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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
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Page 341 and 342: iesy Hessen GmbH & Co. KG, Weiterst
Page 343 and 344: 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 365 and 366: Inventories COURTESY TRANSLATION FR
Page 367 and 368: Goodwill COURTESY TRANSLATION FROM
Page 371 and 372: Depreciation and Amortization COURT
Page 379 and 380: (1) General COURTESY TRANSLATION FR
Page 387 and 388: 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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