5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

We have not included

We have not included IFRS or U.S. GAAP financial information in this Prospectus, and there may be certain significant differences between our financial position and results of operations under German GAAP, IFRS or U.S. GAAP. Our financial statements are based on German GAAP, which differs in certain significant respects from IFRS and U.S. GAAP. We have not presented a reconciliation of our financial statements to IFRS or U.S. GAAP in this Prospectus. Moreover, we do not intend to, and the Indenture will not require us to, reconcile future financial statements to IFRS or U.S. GAAP. Because there are significant differences between German GAAP, IFRS and U.S. GAAP, there may be substantial differences in our results of operations, cash flows and financial position, including debt levels, if we were to prepare our financial statements on the basis of IFRS or U.S. GAAP instead of German GAAP. In particular, our operating income and EBITDA (as defined herein) could be materially lower under IFRS and U.S. GAAP. See “Annex A: Summary of Certain Significant Differences Between German GAAP and U.S. GAAP” and “Annex B: Summary of Certain Significant Differences Between German GAAP and IFRS.” The financial terms in the covenants under the Indenture are based on German GAAP as in effect on the original issue date for the Notes (unless we adopt IFRS or U.S. GAAP in the future), and accordingly there will likely be a difference between our reported results in the future and certain covenant calculations under the Indenture governing the Notes. If, in the future, we adopt IFRS or U.S. GAAP, the Indenture requires us to report according to such standards, and the covenant calculations will be based on the relevant standards as in effect on the date of our election. There could be significant differences in our reported results between our newly adopted standards and German GAAP, and between our reported results and the results upon which the covenant calculations will be based. We will not be required to reconcile these differences. In addition, our covenants may become more or less restrictive from time to time, depending upon the effect of the standards that we adopt. This could result in our being able to take actions that might be to your detriment, such as incurring greater amounts of debt than would otherwise have been possible, or not being able to take actions that would otherwise be to your benefit, such as making profitable investments or consummating acquisitions. Transfers of the Notes are restricted, which may adversely affect the value of the Notes. The Notes have not been registered under the U.S. Securities Act or any U.S. state securities laws. You may not offer the Notes in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws, or pursuant to an effective registration statement. The Notes and the Indenture contain provisions that restrict the Notes from being offered, sold or otherwise transferred except pursuant to the exemptions available pursuant to Rule 144A and Regulation S, or other exceptions, under the U.S. Securities Act. Furthermore, we have not registered the Notes under any other country’s securities laws. It is your obligation to ensure that your offers and sales of the Notes within the United States and other countries comply with applicable securities laws. The Notes may not be actively traded and, as a result, your ability to transfer the Notes will be more limited. The Notes are new securities for which there currently is no market. Although an application will be made to list the Notes on the Irish Stock Exchange, we cannot assure you that the Notes will become or remain listed. We cannot assure you as to the liquidity of any market for the Notes, the ability of holders of the Notes to sell them or the price at which holders of the Notes may be able to sell them. The liquidity of any market for the Notes will depend on the number of holders of the Notes, prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our own financial condition, results of operations and prospects, as well as recommendations of securities analysts. The Initial Purchasers have informed us that they intend to make a market in the Notes. However, they are not obligated to do so and may discontinue such market-making at any time without notice. As a result, we cannot assure you that an active trading market for the Notes will develop or, if one does develop, that it will be maintained. The liquidity of, and trading market for, the Notes may also be hurt by declines in the market for high yield securities generally. Such a decline may affect any liquidity and trading of the Notes independent of our financial performance and prospects. You may have difficulty enforcing your rights against us and our directors and officers. We are organized under the laws of Germany. Most of our directors and executive officers are non-residents of the United States and our assets and the assets of most of our directors and executive officers are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon us and most of our directors and executive officers to enforce against us or them judgments obtained in U.S. courts predicated upon civil liability provisions of the federal securities laws of the United States. 62

THE ISH ACQUISITION The description set forth below does not purport to be complete and is qualified by reference to the share purchase agreement entered into between iesy Hessen and Kabelnetz for the purchase of ish (the “Share Purchase Agreement”). In March 2005, iesy Hessen agreed to acquire ish (the “ish Acquisition”) and completed the ish Acquisition on June 24, 2005. ish is the cable television operator that services North Rhine-Westphalia, the most populous of the nine former DTAG cable regions. ish is substantially larger than iesy Hessen. Under the Share Purchase Agreement, the cash consideration for the ish Acquisition was funded by the Financing as well as existing cash on hand made available from the Refinancing. Certain ish shareholders and noteholders re-invested their proceeds in the combined entity at the level of TopCo. See “Security Ownership.” The ish Acquisition was conducted in conjunction with a financing of our group (the “Financing”). The Financing includes: • €360.0 million of amounts drawn down under the Subordinated Bridge Facility; and • €850.0 million of amounts drawn down under the €1,150.0 million Senior Credit Facilities, which consist of a €225.0 million term loan A facility, a €450.0 million term loan B facility (of which €200.0 million was drawn down on May 27, 2005), a €375.0 million term loan C facility, and a €100.0 million revolving credit facility which remains undrawn as at the date hereof. Sources and Uses of Funding for the ish Acquisition The following table sets forth the sources and uses of the funding for the ish Acquisition: Source of Funds Use of Funds (€m) (€m) Cash and cash at banks (1) 377.1 Purchase price for ish (4) 1,540.3 Term Loan A 225.0 Fees and expenses (5) 46.8 Incremental Term Loan B 250.0 Term Loan C 375.0 Subordinated Bridge Facility (2) 360.0 Total (3) 1,587.1 1,587.1 (1) Includes cash and cash at banks on the consolidated balance sheet of iesy at March 31, 2005 and the proceeds of a €200.0 million term loan facility under the Senior Credit Facilities which was drawn down on May 27, 2005. (2) The proceeds of the offering of the Notes will be used to repay amounts borrowed under the Subordinated Bridge Facility. See “Use of Proceeds.” (3) Excludes €100.0 million revolving credit facility, which was undrawn on the completion of the Financing. As of July 1, 2005, iesy had made requests to utilize €22.0 million of its revolving credit facility to fund normal working capital needs. (4) The purchase price is subject to standard post-closing adjustments. (5) Includes actual fees and expenses related to the ish Acquisition and the Financing. Key Terms of the ish Acquisition The ish Acquisition provided for the sale by Kabelnetz Ltd. of all shares in Kabelnetz to iesy Hessen. Kabelnetz conducts its operations through several subsidiaries, including ish KG, KSG and ish KS. Purchase Price Subject to the adjustments set out below, at the completion of the ish Acquisition (the “Closing”), iesy Hessen purchased all the outstanding shares of Kabelnetz for a total consideration, of €1,540.3 million (including the repayment of the existing indebtedness of Kabelnetz and its subsidiaries, and not including the payment of €46.8 million of fees and expenses). For the purposes of this section of the Prospectus, the enterprise value of €1,540.3 million, subject to adjustment as described herein, is the “Firm Value.” Of this Firm Value, €42.9 million comprises an escrow amount to satisfy certain potential post-Closing adjustments and, if appropriate, will compensate iesy Hessen for certain post-Closing breaches, with any remaining balance to be distributed to ish’s shareholders. The net amount of cash consideration (“Cash Consideration”) paid by iesy Hessen will be subject to certain postclosing adjustments, including adjustments to reflect the net debt of Kabelnetz and its subsidiaries, amounts owing under the 63

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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

  • Page 11 and 12: Revenue generating units, or “RGU
  • 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 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: court rulings did not address the p
  • 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 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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  • 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
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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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    Beneficial Ownership The following

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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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    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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    LEGAL MATTERS Certain legal matters

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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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    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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    (3) Accounting and Valuation Princi

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    The following auditors’ report (B

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    Depreciation and Amortization COURT

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    Cost of materials COURTESY TRANSLAT

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    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

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    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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