iesy Repository GmbH - Irish Stock Exchange

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COURTESY TRANSLATION FROM THE GERMAN LANGUAGE KABELNETZ NRW HoldCo <strong>GmbH</strong>, Cologne UNAUDITED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2005 374 March 31, 2005 December 31, 2004 EUR k EUR k Assets Business expansion expenses 7,522 10,029 Fixed assets Intangible assets Licenses and software 25,044 28,462 Goodwill 38,222 38,971 Prepayments 548 1,652 63,814 69,085 Tangible assets Leasehold improvements and leasehold rights to cable ducts 514,700 521,073 Broadband cable network 597,727 626,963 Equipment and fixtures 9,254 9,927 Construction in progress 24,860 24,988 1,146,541 1,182,951 Financial assets Investments 3 3 1,210,358 1,252,039 Current assets Inventories Raw materials and supplies 828 940 Receivables and other assets Trade accounts receivable 13,138 12,092 —thereof with a remaining term of more than one year: EUR 1,372k (2004: EUR 1,405k) Receivables due from affiliated companies 11,670 512 —thereof due from shareholders: EUR 11,670k (2004: EUR 512k) Other assets 15,241 6,805 —thereof with a remaining term of more than one year: EUR 244k(2004: EUR 244k) 40,049 19,409 Cash on hand and cash in banks 108,024 86,574 148,901 106,923 Prepaid expenses 28,558 28,769 1,395,339 1,397,760
COURTESY TRANSLATION FROM THE GERMAN LANGUAGE KABELNETZ NRW HoldCo <strong>GmbH</strong>, Cologne UNAUDITED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2005—(CONTINUED) 375 March 31, 2005 December 31, 2004 EUR k EUR k Equity and liabilities Equity Subscribed capital 25 25 Capital reserve 267,614 267,614 Net accumulated loss of the Group (93,036) (85,711) 174,603 181,928 Accruals Pensions 3,487 3,397 Tax accruals 0 1 Other accruals 57,932 63,478 61,419 66,876 Liabilities Liabilities to banks 583,273 583,273 Trade accounts payable 11,535 8,993 —thereof with a remaining term of less than one year: EUR 11,535 k (2004: EUR 8,993k) Capital lease liability 381,079 383,070 —thereof with a remaining term of less than one year: EUR 8,346k (2004: EUR 8,191k) Other liabilities 113,267 117,831 —thereof with a remaining term of less than one year: EUR 38,267k (2004: EUR 42,831k) —thereof for taxes: EUR 3,000k (2004: EUR 6,366k) —thereof for social security: EUR 929k (2004: EUR 1,021k) 1,089,154 1,093,167 Deferred income 70,163 55,789 1,395,339 1,397,760
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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
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III. Explanation of Balance Sheet a
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Last year’s extraordinary expense
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INDEPENDENT AUDITORS’ REPORT We h
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iesy Repository GmbH, Hamburg AMEND
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and remaining useful life for the i
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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
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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 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 365 and 366: Inventories COURTESY TRANSLATION FR
Page 367 and 368: Goodwill COURTESY TRANSLATION FROM
Page 371 and 372: Depreciation and Amortization COURT
Page 373: COURTESY TRANSLATION FROM THE GERMA
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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