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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

themselves about and

themselves about and observe those restrictions. Each prospective purchaser of the Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this document. In addition, each prospective purchaser must obtain any consent, approval or permission required under the regulations in force in any jurisdiction to which it is subject or in which it purchases, offers or sells the Notes. Neither we nor the Initial Purchasers shall have any responsibility for obtaining such consent, approval or permission. We have summarized certain documents and other information in a manner we believe to be accurate, but we refer you to the actual documents for a more complete understanding of the matters we discussed in this document. All such summaries are qualified in their entirety by such reference. You should not consider any information in this document to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the Notes. In making an investment decision, you must rely on your own examination of our business and the terms of this offering and the Notes, including the merits and risks involved. We accept responsibility for the information contained in this Prospectus. We have made all reasonable inquiries and confirm to the best of our knowledge, information and belief that the information contained in this Prospectus with regard to us, our subsidiaries and affiliates and the Notes is true and accurate in all material respects, that the opinions and intentions expressed in this Prospectus are honestly held and that we are not aware of any other acts the omission of which would make this Prospectus or any statement contained herein misleading in any material respect. The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this Prospectus. Nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or future. We have furnished the information contained in this Prospectus. The Initial Purchasers have not independently verified any of the information contained herein (financial, legal or otherwise) and assume no responsibility for the accuracy or completeness of any such information. We reserve the right to withdraw this offering of the Notes at any time. We and the Initial Purchasers also reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no reason and to allot to any prospective purchaser less than the full amount of the Notes sought by it. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO ITALIAN INVESTORS The offering of the Notes in Italy has not been registered with the Commissione Nazionale per le Società e la Borsa (the Italian Securities and Exchange Commission) (“CONSOB”) pursuant to Italian securities legislation and, accordingly: (i) the Notes cannot be offered, sold or delivered in the Republic of Italy (“Italy”) nor any copy of the Prospectus or any other document relating to the Notes may be distributed in Italy in a solicitation to the public at large (sollecitazione all’investimento) within the meaning of Article 1, paragraph 1, letter (t) of Legislative Decree no. 58 of 24 February 1998 (the “Financial Services Act”); (ii) the Notes cannot be offered, sold and/or delivered, nor any copy of the Prospectus or any other document relating to the Notes may be distributed, in both the primary and the secondary markets, to individuals in Italy and, subject to the foregoing, (iii) sales of the Notes in Italy shall only be: (a) negotiated with “Professional Investors” (operatori qualificati), as defined under Article 31, paragraph 2, of CONSOB Regulation no. 11522 of 1 July 1998, as amended (the “CONSOB Regulation No. 11522”); (b) effected in compliance with Article 129 of the Legislative Decree no. 385 of 1 September 1993 (the “Italian Banking Act”) and the implementing instructions of the Bank of Italy, pursuant to 4

which the issue or the offer of securities in Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy depending, inter alia, on the aggregate value of the securities issued or offered in the Republic of Italy and their characteristics; (c) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Italian Banking Act, the Financial Services Act, CONSOB Regulation no. 11522 and all the other relevant provisions of Italian law and (d) effected in accordance with any other Italian securities, tax and exchange control and other applicable laws and regulations and any other applicable requirement or limitation which may be imposed by CONSOB or the Bank of Italy. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, the industry in which we operate and potential acquisitions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, the development of the industry in which we operate, and the effect of acquisitions on us may differ materially from those made in or suggested by the forward-looking statements contained in this Prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause those differences include, but are not limited to: • competition from other companies in our industry and our ability to retain market share; • our ability to retain housing associations as customers and attract new customers; • the impact of customer churn; • our ability to respond rapidly to changes in technology and to introduce new products and services successfully; • our ability to maintain or obtain access to programming; • our reliance on MSG, a subsidiary of one of the other German Level 3 operators, and its affiliates for our digital TV requirements; • our reliance on DTAG and its affiliates for a significant part of our network; • our dependence on certain equipment, service suppliers and a functioning conditional access system; • our integration of an inherited information technology system into our own billing system; • the failure to maintain our network or the occurrence of events that result in damages to our network; • the historical financial statements of iesy Hessen GmbH & Co. KG (which we refer to as the “iesy Predecessor”) dating prior to the iesy Acquisition (as defined herein) may not be representative of our actual results and our historical subscriber and operating data may not be accurate; • the limited financial and other information about ish we have included in this Prospectus, and ish’s financial performance which differs significantly from iesy’s; • our history of operating and net losses; • our dependence on key personnel; • potential disruption of our operations by strikes or industrial operations; • our unfunded liabilities with respect to our pension plans; • uncertainty as to copyright laws and litigation we are involved in with respect to copyrights and related rights; 5

  • Page 1 and 2: PROSPECTUS iesy Repository GmbH €
  • Page 3: the market price of the Notes at a
  • 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

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    NOTES TO THE UNAUDITED PRO FORMA CO

  • Page 73 and 74:

    (€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

  • Page 79 and 80:

    • iesy’s premium cable televisi

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    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

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    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,

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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

  • 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

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    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,

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    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

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    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

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    The following chart illustrates ish

  • Page 181 and 182:

    Term Sheet Service Duration Co-use

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    Lease of space for broadband cable

  • Page 185 and 186:

    Other Significant Supply Agreements

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    ights themselves. As an exception,

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    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

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    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.

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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

  • 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 345 and 346:

    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 353 and 354:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 355 and 356:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 357 and 358:

    The following auditors’ report (B

  • Page 359 and 360:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 361 and 362:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 363 and 364:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 365 and 366:

    Inventories COURTESY TRANSLATION FR

  • Page 367 and 368:

    Goodwill COURTESY TRANSLATION FROM

  • Page 369 and 370:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 371 and 372:

    Depreciation and Amortization COURT

  • Page 373 and 374:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 375 and 376:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 377 and 378:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 379 and 380:

    (1) General COURTESY TRANSLATION FR

  • Page 381 and 382:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 383 and 384:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 385 and 386:

    COURTESY TRANSLATION FROM THE GERMA

  • 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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