iesy Repository GmbH - Irish Stock Exchange

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Goodwill COURTESY TRANSLATION FROM THE GERMAN LANGUAGE FOR INTERPRETATION, THE GERMAN TEXT SHALL PREVAIL KABELNETZ NRW HoldCo GmbH, Cologne NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2003—(CONTINUED) The goodwill results from the consolidation of ish KS NRW GmbH & Co. KG (€40,382k) and Kabel-Service Gesellschaft des Handwerks mbH (€1,583k). Capital Reserve €25k of the capital reserve of results from the contribution of all the shares in KABELNETZ NRW Verwaltungs GmbH and €275,000k results from the contribution of the rights to recover possession of the shares in the group companies acquired at the auction on January 31, 2003. Accruals for Pensions The computation of the accruals for pensions for fiscal year 2003 is based on the following assumptions: Other Accruals Discount rate: 5.25% Annual salary increase (general): 2.75% Annual salary increase (non-tariff employees): 3.50% Adjustment of current pensions: 1.50% Attrition rate: 5.00% Other accruals break down as follows: Personnel 21,240 SWAP 12,590 Contractual risks 12,374 Building costs 6,867 Services 6,463 Cable operating costs 5,068 Marketing and sales 1,450 IT expenses 1,051 Other 718 352 €000 67,851 €11,676k of the personnel accruals relates to bonus payments and €7,140k to severance payments which were accrued by ish KG in the prior year in the amount of €15,530k within the scope of personnel adjustments. In order to hedge a portion of the interest rate risk arising from the drawdowns with variable interest made within the scope of the Senior Credit Agreement, Swap contracts were concluded with three banks in the financial year 2001. The total notional amount of the Swap contracts is €255,000k. The pending loss arising from the valuation of these hedge contracts by banks as per the balance sheet date was accrued.
COURTESY TRANSLATION FROM THE GERMAN LANGUAGE FOR INTERPRETATION, THE GERMAN TEXT SHALL PREVAIL KABELNETZ NRW HoldCo GmbH, Cologne NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR FISCAL YEAR 2003—(CONTINUED) Accruals for contractual risks in the amount of €7,200k relate to obligations within the scope of the mutual termination of a service contract with Callahan Associates International. In addition further risks from contractual disputes with third parties were accrued. Liabilities The following schedule of liabilities shows liabilities by their respective due dates: 353 Total within one year Thereof due between one and five years In more than five years (€000) (€000) (€000) (€000) Liabilities to banks 675,423 16,470 658,953 0 Trade payables 50,764 26,764 24,000 0 Capital lease liability 390,670 7,600 36,780 346,290 Other liabilities 114,376 14,376 100,000 0 1,231,233 65,210 819,733 346,290 Included in liabilities due to banks is a loan of €633,273k which derives from the Senior Credit Facility, which was renegotiated during the restructuring of ish NRW in 2002, with a lender consortium of which Citibank International Plc is agent. The total amount consists of two tranches, €518,273k of non-elevated secured debt and €115,000k of elevated secured debt. Both tranches have interest of 3% over LIBOR and are due upon the earlier October 1, 2006 or of the sale of ish NRW or refinancing (“Exit Event”). In addition to the loan under the Senior Credit Facility, the liabilities due to banks also include liabilities in the amount of €35,000k arising from a Term Facility Agreement (original amount: €115,000k) concluded in the 2002 financial year. This also elevated secured loan bears interest at 3.5% over LIBOR. Scheduled repayments in the amount of €15 million on each of July 1, 2003 and October 1, 2003 were made. In addition a special repayment of €50 million was made on December 17, 2003. Furthermore, repayments are due of €8.2 million on each of July 1, 2004, October 1, 2004 and July 1, 2005. Any unpaid amounts are due upon the earlier October 1, 2006 or of the sale of ish NRW or refinancing (“Exit Event”). Liabilities due to banks from the Senior Credit Facility and from the Term Facility are secured by the entire fixed and current assets of ish NRW. Both the Term Facility and the Senior Credit Facility contain certain restrictions regarding operational and financial issues. These include limitations on the sale of assets, on the occurrence of additional debt, on dividends to shareholders, on certain investments and acquisition. Additionally, the agreements require the satisfaction of certain financial covenants. Included in the liabilities due to banks is an amount of €7,150k for amendment fees in connection with the renegotiation of the Senior Credit Facility, and for restructuring fees in connection with the negotiation of the Term Facility in financial year 2002. These liabilities are payable upon the due date of the final instalment of the Term Facility.
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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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date). A U.S. Holder’s adjusted t
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(c) for so long as the Notes are el
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PLAN OF DISTRIBUTION We, the Subsid
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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
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 347 and 348: (1) General COURTESY TRANSLATION FR
Page 349 and 350: (3) Accounting and Valuation Princi
Page 351: 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
Page 389 and 390: [THIS PAGE INTENTIONALLY LEFT BLANK
Page 391 and 392: Goodwill. Under German GAAP, the di
Page 393 and 394: Under U.S. GAAP, loan origination f
Page 395 and 396: IFRS requires a purchase price allo
Page 397 and 398: financial liability incurred result
Page 399 and 400: €235,000,000 10 1 /8% Senior Note
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