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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

We are required to

We are required to design our digital playout facilities and grant access to such facilities on fair, reasonable and nondiscriminatory terms, which may adversely affect our competitive position and results of operations. ish operates its own digital playout facility. According to the current State Broadcasting Treaty, the technology used must generally grant a diverse (program) offer and providers of digital playout facilities are especially not allowed to unfairly obstruct or discriminate against program providers through conditional access systems, interfaces, navigators or through their tariff structure. Any use of such systems or fees for the feed-in of signals must be notified to the competent state media authority. Moreover, the Telecommunications Act further details the design, licensing and use of conditional access systems. The technical design of such systems must allow cost-effective use and a complete control of the services distributed via these systems on a local or regional level. If the owner of intellectual property rights for the conditional access systems decides to grant licenses to a third party, any third party with a legitimate interest has the right to also receive such license on the basis of fair, reasonable and non-discriminatory terms. Suppliers and users of conditional access systems must allow all program providers to use the conditional access systems as far as necessary on the basis of fair, reasonable and nondiscriminatory terms, provide the necessary information for such use and notify to RegTP any start-up or change of their offer (including the fees requested for such services). See “Regulation.” These obligations could require that (i) we use certain technologies for our conditional access systems, interfaces or navigators, we would not use voluntarily; (ii) we design our conditional access systems, interfaces or navigators in a way we would not do voluntarily; and (iii) we grant access to our playout facilities to program providers in a way and to an extent we would not do voluntarily. In addition, these obligations could result in the use of more expensive conditional access systems, interfaces or navigators and could therefore adversely affect our results of operations. Analog television and radio distribution may be phased out, which may adversely affect our competitive position and could result in increased costs or a loss of revenues. The German federal government and the state governments aim at a general switchover from analog to digital distribution for all television distribution platforms. In accordance with the Telecommunications Act, RegTP is required to revoke all allocations of frequencies for terrestrial analog television transmission by 2010, and for analog frequencymodulated radio transmission by 2015. Even though it is questionable whether the relevant provisions of the Telecommunications Act are directly applicable to us, as the operation of cable television networks, in principle, does not require frequency allocations, we may at least be required to further invest in the exchange of some of our headend equipment as some broadcasters could cease to deliver their signals in analog format. In addition, future legislation or orders of RegTP or market needs may require us to digitize our entire cable network. The advent of digitization may promote new technologies that compete with us. For instance, although digital terrestrial television has not been a strong competitor in the past, the German state media authorities are currently promoting a switchover from analog to digital terrestrial video broadcast (“DVB-T”). A number of large metropolitan areas have already been switched over to DVB-T, including the Rhine-Main area in Hesse where broadcasting of an analog TV signal was already switched off. In Hesse, the rollout of digital terrestrial television began on October 4, 2004 in the Rhine-Main area and will be extended to northern Hesse towards the end of 2005. However, it seems that most of the private broadcasters will not participate in the DVB-T roll-out in northern Hesse. In North Rhine-Westphalia, DVB-T was introduced in the region of Cologne/Bonn on May 24, 2004 and in the Düsseldorf/Ruhr area on November 8, 2004 and the roll out in these regions is also expected to be completed in the second quarter of 2005. Recent customer developments show that digital terrestrial television may grow to a new competitive delivery system for television programs. This in turn could adversely affect our results of operations and financial condition. In addition, we are dependent upon program providers for the provision of programming, and, as the market moves towards digital transmission, we may find that we are unable to generate carriage fees for carrying digital programming at satisfactory levels. See “—Risks Relating to Our Business—We do not have guaranteed access to programs and are dependent on agreements with third parties for our content and carriage fees, which may adversely affect our business.” This could adversely affect our results of operations and financial condition. Risks Relating to Our Indebtedness and Our Structure Our high leverage and debt service obligations could materially adversely affect our business, financial condition or results of operations. We are highly leveraged and have significant debt service obligations. After giving pro forma effect to the Refinancing, the ish Acquisition and the Financing, as of March 31, 2005, we would have had €1,625.0 million of indebtedness (excluding €100.0 million of borrowing capacity available under our revolving credit facility), of which 52

€1,050.0 million would have been term indebtedness under the Senior Credit Facilities and €575.0 million would have been indebtedness under the Notes and the Existing Notes. We anticipate that our high leverage will continue for the foreseeable future. Under U.S. GAAP and IFRS, certain of our obligations under the SLAs could be treated as capital lease obligations, which would adversely affect our leverage; however, these SLAs are generally not treated as indebtedness under the Indenture governing the Notes (including for purposes of the consolidated leverage ratio). Our high leverage could have important consequences to you, including, but not limited to: • increasing our vulnerability to a downturn in our business or economic and industry conditions; • limiting our ability to obtain additional financing to fund future operations, capital expenditures, business opportunities and other corporate requirements; • requiring the dedication of a substantial portion of our cash flows from operations to the payment of principal of, and interest on, our indebtedness, which means that these cash flows will not be available to fund our operations, capital expenditures or other corporate purposes; and • limiting our flexibility in planning for, or reacting to, changes in our business, the competitive environment and the industries in which we operate. Any of these or other consequences or events could have a material adverse effect on our ability to satisfy our debt obligations, including the Notes. We may incur substantial additional indebtedness in the future which could be, contractually or otherwise, senior to the Notes or the Subsidiary Guarantees, or which could mature prior to the Notes. The terms of the Senior Credit Facilities and the indentures for the Notes and the Existing Notes will restrict us from incurring additional indebtedness, but do not prohibit us from doing so. The incurrence of additional indebtedness would increase the leverage-related risks described in this Prospectus. We require a significant amount of cash to service our debt, and our ability to generate sufficient cash depends on many factors beyond our control. Our ability to make payments on and to refinance our debt, and to fund future operations and capital expenditures, will depend on our future operating performance and ability to generate sufficient cash. This depends, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors, many of which are beyond our control, as well as the other factors discussed in these “Risk Factors” and elsewhere in this Prospectus. We cannot assure you that our business will generate sufficient cash flows from operations or that future debt and equity financing will be available to us in an amount sufficient to enable us to pay our debts when due, including the Notes, or to fund our other liquidity needs. Please see the section entitled “Operating and Financial Review and Prospects of iesy” and “Operating and Financial Review and Prospects of ish” for a discussion of the cash flows, liquidity and capital resources of iesy and of ish. If our future cash flows from operations and other capital resources (including borrowings under the Senior Credit Facilities) are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to: • reduce or delay our business activities and capital expenditures; • sell assets; • obtain additional debt or equity capital; or • restructure or refinance all or a portion of our debt, including the Notes, on or before maturity. We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of our debt, including the Notes, the Existing Notes and the Senior Credit Facilities, will limit, and any future debt may limit, our ability to pursue any of these alternatives. In addition, under German insolvency law, because insolvency may result from illiquidity (Zahlungsunfähigkeit), we may become insolvent if our operating subsidiaries do not generate sufficient cash. 53

  • 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: provision and may not be abusive. S
  • 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
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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

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    iesy Repository GmbH, Hamburg AMEND

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    Assets iesy Repository GmbH, Hambur

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    I. Basis of Presentation The consol

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    V. Explanations to Material Items o

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    Network infrastructure, rental, lea

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    iesy Repository GmbH, Hamburg UNAUD

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    1. Basis of Presentation iesy Repos

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    5. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    iesy Hessen GmbH & Co. KG, Weiterst

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    (3) Accounting and Valuation Princi

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    The following auditors’ report (B

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Inventories COURTESY TRANSLATION FR

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    Goodwill COURTESY TRANSLATION FROM

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    COURTESY TRANSLATION FROM THE GERMA

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    Depreciation and Amortization COURT

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Cost of materials COURTESY TRANSLAT

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    [THIS PAGE INTENTIONALLY LEFT BLANK

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    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

  • Page 395 and 396:

    IFRS requires a purchase price allo

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    financial liability incurred result

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    €235,000,000 10 1 /8% Senior Note

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