USE OF PROCEEDS The estimated euro equivalent net proceeds of the offering of the Notes will be €353.4 million, after deducting underwriting discounts and estimated offering expenses. iesy will use the net proceeds of the offering of the Notes to repay amounts borrowed under the Subordinated Bridge Facility. iesy used amounts borrowed under the Subordinated Bridge Facility, the drawdown under the Senior Credit Facilities and available cash and cash at banks to finance the ish Acquisition and to pay fees and expenses incurred in connection with the Financing and the ish Acquisition. See “The ish Acquisition.” 66
CAPITALIZATION The following table sets forth the consolidated cash and cash at banks and capitalization as of March 31, 2005 on an actual basis for iesy and for ish, and as adjusted to give pro forma effect to the Refinancing, the ish Acquisition and the Financing as set forth under “Use of Proceeds.” You should read this table in conjunction with the “Use of Proceeds,” “Operating and Financial Review and Prospects of iesy,” “Operating and Financial Review and Prospects of ish,” “Description of Other Indebtedness,” “Description of the Notes,” “Unaudited Pro Forma Condensed Consolidated Financial Statements of iesy” and the historical financial statements and notes thereto included elsewhere in this Prospectus. iesy ish 67 As of March 31, 2005 ish Acquisition, the Refinancing and Financing Adjustments Notes offering Adjustments As adjusted (€m) Cash and cash at banks 180.7 108.0 (274.1) (6.6) 8.1 Existing debt — 692.7 (1) (692.7) — Term Loan A — — 225.0 225.0 Term Loan B — — 450.0 450.0 Term Loan C — — 375.0 375.0 Senior Credit Facilities (2) 0.0 692.7 1,050.0 Existing Notes 215.0 — 215.0 Subordinated Bridge Facility — — 360.0 (360.0) — Notes offered hereby (3) — — — 360.1 360.1 Total financial debt 215.0 692.7 1,625.1 Equity 179.3 174.6 (221.4) (6.7) 125.8 Total capitalization 394.3 867.3 496.0 1,751.0 (1) Consists of liabilities due to banks of €583.3 million, long term notes payable of €100.0 million and negative fair value of interest rate swaps of €9.4 million. At the closing of the ish Acquisition, the actual negative fair value of interest rate swaps was €6.7 million. (2) Excludes the €100.0 million revolving credit facility, which was undrawn on the completion of the ish Acquisition. As of July 1, 2005, iesy had made requests to utilize €22.0 million of this revolving credit facility to fund normal working capital needs. (3) Reflects the effect of a currency hedging agreement pursuant to which we swapped the $151.0 million gross proceeds of the Dollar Notes for €125.1 million.