iesy Repository GmbH - Irish Stock Exchange

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COURTESY TRANSLATION FROM THE GERMAN LANGUAGE FOR INTERPRETATION, THE GERMAN TEXT SHALL PREVAIL KABELNETZ NRW HoldCo <strong>GmbH</strong>, Cologne CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 344 2003 2002 (€000) (€000) Assets Business expansion expenses 20,058 0 Fixed assets Intangible assets Licenses and software 37,461 0 Goodwill 41,965 0 Prepayments 4,315 0 83,741 0 Tangible assets Leasehold improvements and leasehold rights to cable ducts 545,804 0 Broadband cable network 745,486 0 Equipment and fixtures 13,178 0 Construction in progress 40,196 0 1,344,664 0 Financial assets Investments 3 0 1,428,408 0 Current assets Inventories Raw materials and supplies 1,156 0 Receivables and other assets Trade accounts receivable 21,425 0 —thereof with a remaining term of more than one year: €2,054K (2002: €0K) Receivables due from affiliated companies 310 0 —thereof due from shareholders: €310K (2002: €0K) Other assets 12,468 0 —thereof with a remaining term of more than one year: €214K (2002: €0K) 34,203 0 Cash on hand and cash in banks 109,501 48 144,860 48 Prepaid expenses 30,670 0 1,623,996 48
COURTESY TRANSLATION FROM THE GERMAN LANGUAGE FOR INTERPRETATION, THE GERMAN TEXT SHALL PREVAIL KABELNETZ NRW HoldCo <strong>GmbH</strong>, Cologne CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003—(CONTINUED) 345 2003 2002 (€000) (€000) Equity and liabilities Equity Subscribed capital 25 25 Capital reserve 275,025 25 Net accumulated loss of the Group (12,405) (2) 262,645 48 Accruals Pensions 4,009 0 Tax accruals 37 0 Other accruals 67,851 0 71,897 0 Liabilities Liabilities to banks 675,423 0 —thereof with a remaining term of less than one year: €16,470K (2002: €0K) Trade accounts payable 50,764 0 —thereof with a remaining term of less than one year: €26,764K (2002: €0K) Capital lease liability 390,670 0 —thereof with a remaining term of less than one year: €7,600K (2002: €0K) Other liabilities 114,376 0 —thereof with a remaining term of less than one year: €14,376K (2002: €0K) —thereof for taxes: €7,739K (2002: €0K) —thereof for social security: €1,127K (2002: €0K) 1,231,233 0 Deferred income 58,221 0 1,623,996 48
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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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The Issuer and the Trustee and thei
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Secondary Market Trading The Book-E
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to trade tax. The taxable gain from
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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 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
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: COURTESY TRANSLATION FROM THE GERMA
Page 347 and 348: (1) General COURTESY TRANSLATION FR
Page 349 and 350: (3) Accounting and Valuation Princi
Page 351 and 352: COURTESY TRANSLATION FROM THE GERMA
Page 357 and 358: The following auditors’ report (B
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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Page 391 and 392: Goodwill. Under German GAAP, the di
Page 393 and 394: 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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