iesy Repository GmbH - Irish Stock Exchange

More documents

Recommendations

Info

COURTESY TRANSLATION FROM THE GERMAN LANGUAGE KABELNETZ NRW HoldCo <strong>GmbH</strong>, COLOGNE NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2005—(CONTINUED) The agreements with DTAG and KDG-Group include the rental and lease of furniture and fixtures, space and services: Year EUR k 2005 22,333 2006 28,331 2007 28,331 2008 15,793 2009 15,793 2010 and thereafter 53,982 2. Number of Employees 388 164,563 As of March 31, 2005 the Group employed a total of 933 employees (as of December 31, 2004: 938 employees. The average number of employees in fiscal year 2004 came to 949 employees. 3. Management The general managers of the Group are: • James Bonsall, Consultant (Managing Director of AlixPartners LLC), Ct. Bloomfield/USA • Heinz Benesch, Lawyer, Cologne. As a rule, the Company is represented jointly by two members of management or by one member of management together with a person holding power of attorney. The members of management received a total remuneration of EUR 559k in the first quarter of the fiscal year 2005. Cologne, June 2005 Management
[THIS PAGE INTENTIONALLY LEFT BLANK] 389
Page 1 and 2:
PROSPECTUS iesy Repository GmbH €
Page 3 and 4:
the market price of the Notes at a
Page 5 and 6:
which the issue or the offer of sec
Page 7 and 8:
“combined entity”, and “we”
Page 9 and 10:
“Tele Columbus” refers to the c
Page 11 and 12:
Revenue generating units, or “RGU
Page 13 and 14:
CURRENCY PRESENTATION AND EXCHANGE
Page 15 and 16:
end of 2005. Our subscribers can al
Page 17 and 18:
populations, with approximately 2.7
Page 19 and 20:
In April/May 2005, iesy entered int
Page 21 and 22:
Our Corporate and Financing Structu
Page 23 and 24:
THE OFFERING The summary below desc
Page 25 and 26:
Optional Redemption We may redeem a
Page 27 and 28:
SUMMARY FINANCIAL AND OPERATING INF
Page 29 and 30:
iesy Other Financial Data (unaudite
Page 31 and 32:
iesy Operational Data (unaudited) R
Page 33 and 34:
ish Income Statement Data Audited y
Page 35 and 36:
35 Three months ended Year ended De
Page 37 and 38:
37 As of December 31, As of March 3
Page 39 and 40:
RISK FACTORS You should carefully c
Page 41 and 42:
acquiring content, purchasing servi
Page 43 and 44:
agreements—MSG”). We cannot ass
Page 45 and 46:
In addition, most of our cable netw
Page 47 and 48:
Strikes or other industrial actions
Page 49 and 50:
acquisitions. In addition, any addi
Page 51 and 52:
provision and may not be abusive. S
Page 53 and 54:
€1,050.0 million would have been
Page 55 and 56:
We depend on payments from our subs
Page 57 and 58:
• Claims against the Issuer and s
Page 59 and 60:
Senior Credit Facilities before the
Page 61 and 62:
court rulings did not address the p
Page 63 and 64:
THE ISH ACQUISITION The description
Page 65 and 66:
In addition to the warranties, spec
Page 67 and 68:
CAPITALIZATION The following table
Page 69 and 70:
Unaudited Pro Forma Condensed Conso
Page 71 and 72:
NOTES TO THE UNAUDITED PRO FORMA CO
Page 73 and 74:
(€m, except percentages) Pro form
Page 75 and 76:
Income Statement Data 75 Audited Ye
Page 77 and 78:
(7) Number of subscribers at the en
Page 79 and 80:
• iesy’s premium cable televisi
Page 81 and 82:
egulated pricing model. Fees are pa
Page 83 and 84:
Risks Relating to Our Indebtedness
Page 85 and 86:
Legal, Consulting and Management Fe
Page 87 and 88:
Subscribers iesy classifies its cus
Page 89 and 90:
2003 to €8.20 per subscriber in t
Page 91 and 92:
• the senior credit facilities we
Page 93 and 94:
average installation fees from July
Page 95 and 96:
Cash flow from investing activities
Page 97 and 98:
In the three months ended March 31,
Page 99 and 100:
eview and optimization of services
Page 101 and 102:
Cash Flow from Operating Activities
Page 103 and 104:
oadcasters in television and radio.
Page 105 and 106:
educed or increased by a material a
Page 107 and 108:
Income Statement Data Audited year
Page 109 and 110:
109 As of December 31, As of March
Page 111 and 112:
• ish’s premium cable televisio
Page 113 and 114:
In addition, ish markets pay-per-vi
Page 115 and 116:
Cost of Materials and Services Cost
Page 117 and 118:
For accounting purposes, ish treats
Page 119 and 120:
Subscribers ish classifies its cust
Page 121 and 122:
Competition ish faces significant c
Page 123 and 124:
This decrease was primarily due to
Page 125 and 126:
Net Loss Net loss was €17.9 milli
Page 127 and 128:
Pension Obligations As of March 31,
Page 129 and 130:
Term Sheets with DTAG, BRN-ish agre
Page 131 and 132:
estructuring liabilities, while 200
Page 133 and 134:
accrual for pending losses. The exp
Page 135 and 136:
International Financial Reporting S
Page 137 and 138:
Content Providers Basic Television
Page 139 and 140:
Digital Home” and PrimaCom offers
Page 141 and 142:
[GRAPHIC] [GRAPHIC] Level 4 is the
Page 143 and 144:
shared access basis. In this case,
Page 145 and 146:
The following table shows several k
Page 147 and 148:
In the domestic market, the German
Page 149 and 150:
BUSINESS Unless otherwise indicated
Page 151 and 152:
Germany, with approximately 30.2 mi
Page 153 and 154:
Prudently deploying capital. Our de
Page 155 and 156:
iesy’s Current Basic Cable Televi
Page 157 and 158:
amounted to €8.0 million or 5.9%
Page 159 and 160:
within iesy’s upgraded areas and
Page 161 and 162:
Supply The following chart shows th
Page 163 and 164:
Term Sheet Service Duration Offer o
Page 165 and 166:
y the new fiber system. See “Oper
Page 167 and 168:
part of settling arbitration procee
Page 169 and 170:
Business of ish Products and Servic
Page 171 and 172:
ish’s Current Basic Cable Televis
Page 173 and 174:
In addition to the monthly subscrip
Page 175 and 176:
Customers who subscribe to Premiere
Page 177 and 178:
Sales ish’s sales team is divided
Page 179 and 180:
The following chart illustrates ish
Page 181 and 182:
Term Sheet Service Duration Co-use
Page 183 and 184:
Lease of space for broadband cable
Page 185 and 186:
Other Significant Supply Agreements
Page 187 and 188:
ights themselves. As an exception,
Page 189 and 190:
Competition The cable television an
Page 191 and 192:
Introduction REGULATION German law
Page 193 and 194:
We assume that we will be deemed to
Page 195 and 196:
The Amendment provides that provisi
Page 197 and 198:
• Providers who had a dominant po
Page 199 and 200:
in the Munich office of Apax Partne
Page 201 and 202:
Marketing for Germany and Austria,
Page 203 and 204:
Gerard Tyler is ish’s Treasurer.
Page 205 and 206:
CERTAIN RELATIONSHIPS AND RELATED P
Page 207 and 208:
Beneficial Ownership The following
Page 209 and 210:
DESCRIPTION OF OTHER INDEBTEDNESS T
Page 211 and 212:
period (unless the interest period
Page 213 and 214:
Subordinated Bridge Facility In con
Page 215 and 216:
• the ability of the Obligors (ot
Page 217 and 218:
owed by the Insolvent Obligor will
Page 219 and 220:
DESCRIPTION OF THE NOTES The Issuer
Page 221 and 222:
in London, the Bank of New York, Ne
Page 223 and 224:
Issuer have agreed that iesy Hessen
Page 225 and 226:
Subsidiary Guarantor outstanding wh
Page 227 and 228:
the amount of their secured claim.
Page 229 and 230:
provisions described under “—De
Page 231 and 232:
In addition, the Intercreditor Agre
Page 233 and 234:
Euro Note to and including February
Page 235 and 236:
circumstances referred to above exi
Page 237 and 238:
that it has unconditionally exercis
Page 239 and 240:
time outstanding not exceeding (i)
Page 241 and 242:
description of this covenant and no
Page 243 and 244:
Date of any Indebtedness that has b
Page 245 and 246:
(13) Investments in an aggregate am
Page 247 and 248:
supplement or other modification) t
Page 249 and 250:
(1) the assumption by the transfere
Page 251 and 252:
Reports Whether or not required by
Page 253 and 254:
of the European Union on January 1,
Page 255 and 256:
contemporaneously with any such act
Page 257 and 258:
25% in principal amount of the outs
Page 259 and 260:
(2) provide for the assumption by a
Page 261 and 262:
(6) an Officer’s Certificate stat
Page 263 and 264:
calculated based on the relevant cu
Page 265 and 266:
“Bank Indebtedness” means any a
Page 267 and 268:
Consolidated Net Income (excluding
Page 269 and 270:
(9) the impact of capitalized inter
Page 271 and 272:
“Exchange Act” means the U.S. S
Page 273 and 274:
(iii) for the avoidance of doubt, a
Page 275 and 276:
“Nationally Recognized Statistica
Page 277 and 278:
(2) Investments in another Person i
Page 279 and 280:
(15) Permitted Collateral Liens; (1
Page 281 and 282:
(5) in the case of Apollo and Golde
Page 283 and 284:
service level agreement as replaced
Page 285 and 286:
“Unrestricted Subsidiary” means
Page 287 and 288:
The Issuer and the Trustee and thei
Page 289 and 290:
Secondary Market Trading The Book-E
Page 291 and 292:
to trade tax. The taxable gain from
Page 293 and 294:
date). A U.S. Holder’s adjusted t
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
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 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: Cost of materials COURTESY TRANSLAT
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
show all

iesy Repository GmbH - Irish Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?