iesy Repository GmbH - Irish Stock Exchange

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(1) General 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 FINANCIAL YEAR 2004 KABELNETZ NRW HoldCo GmbH ( “HoldCo”) is located in Cologne and registered in the commercial register in Cologne. As of the balance sheet date, KABELNETZ NRW Limited, Jersey, held all shares (EUR 25,100) in the Company. A year-on-year comparison of the consolidated financial statement as of December 31, 2004 with prior year is limited because the following companies, including the operating companies, were only acquired in an auction on January 31, 2003: • ish Verwaltungs-GmbH, Cologne • ish GmbH & Co. KG, Cologne (“ish KG”) • ish KS NRW Beteiligungs GmbH, Cologne • ish KS NRW GmbH & Co. KG, Cologne (“ish KS”) • Kabel-Service Gesellschaft des Handwerks mbH, Paderborn Only the non-operating subsidiaries KABELNETZ NRW Verwaltungs GmbH, Cologne, and KABELNETZ NRW GmbH & Co. KG, Cologne, were included in the consolidated group as of January 1, 2003. Accordingly, only 11 months of operating activities are included in the prior year financial statements. KABELNETZ NRW HoldCo GmbH prepared consolidated financial statements as of December 31, 2004 in accordance with the provisions of the HGB (“Handelsgesetzbuch”: German Commercial Code). The accounting and valuation principles applied by the companies included in the consolidation comply with German commercial and tax law. The consolidated income statement was prepared according to the cost summary method in accordance with Sec. 275 (2) HGB. In order to improve the clarity of the presentation, the following balance sheet items have been added to the consolidated balance sheet expanding the legal classification format: • Leasehold improvements and co-utilization rights for cable ducts • Broadband cable network • Capital lease liability (2) Disclosures on the Consolidated Group and Consolidation Principles Consolidated Group HoldCo was the parent company during the fiscal year. 362
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 FINANCIAL YEAR 2004—(CONTINUED) As of December 31, 2004, HoldCo holds direct or indirect interests in the companies listed in the following table which are fully consolidated: Subsidiary Share in capital KABELNETZ NRW Verwaltungs GmbH, Cologne 100% KABELNETZ NRW GmbH & Co. KG, Cologne 100% ish Verwaltungs-GmbH, Cologne 100% ish GmbH & Co. KG, Cologne 100% ish KS NRW Beteiligungs GmbH, Cologne 100% ish KS NRW GmbH & Co. KG, Cologne 100% Kabel-Service Gesellschaft des Handwerks mbH, Paderborn 100% Consolidation Principles The group companies are consolidated for the first-time on the date of acquisition. The group companies were included in the consolidated financial statements for the first time as of the following balance sheet dates: Subsidiary 363 Date of first-time consolidation KABELNETZ NRW Verwaltungs GmbH, Cologne December 13, 2002 KABELNETZ NRW GmbH & Co. KG, Cologne December 20, 2002 ish Verwaltungs-GmbH, Cologne January 31, 2003 ish GmbH & Co. KG, Cologne January 31, 2003 ish KS NRW Beteiligungs GmbH, Cologne January 31, 2003 ish KS NRW GmbH & Co. KG, Cologne January 31, 2003 Kabel-Service Gesellschaft des Handwerks mbH, Paderborn January 31, 2003 As a rule, subscribed capital was offset in accordance with Sec. 301 (1) Sentence 2 No. 2 HGB (purchase method of accounting). Equity was therefore carried at the amount that corresponds to the value of the assets, liabilities, deferred items and special items included in the consolidated financial statements which was attributable to these items on the date of acquisition of the shares. Any remaining debit differences from capital consolidation after the recognition of any hidden reserves in the appropriate asset items are amortized over 15 years in accordance with Sec. 309 (1) Sentence 2 HGB. All loans, other receivables, accruals and liabilities between the companies included in consolidation have been offset. Revenue and other income from intercompany transactions have been offset against the appropriate expenses in the consolidated income statement. Deferred taxes are recognized for temporary valuation differences in the individual financial statements, for temporary differences from the adjustment of the individual financial statements to the uniform group accounting and valuation principles and for consolidation entries with an effect on the result.
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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
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WHERE YOU CAN FIND OTHER INFORMATIO
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Listing LISTING AND GENERAL INFORMA
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INDEX TO FINANCIAL STATEMENTS iesy
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Assets iesy Hessen GmbH & Co. KG, W
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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
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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 357 and 358: The following auditors’ report (B
Page 361: COURTESY TRANSLATION FROM THE GERMA
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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