iesy Repository GmbH - Irish Stock Exchange

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF IESY
The following unaudited pro forma condensed consolidated financial statements have been derived by applying pro
forma adjustments to the historical consolidated financial statements of iesy Repository and Kabelnetz included elsewhere in
this Prospectus.
The unaudited pro forma condensed consolidated financial statements as of the three months ended March 31, 2005
and as of and for the twelve months ended December 31, 2004, give effect to the following transactions as if they occurred on
March 31, 2005, for the pro forma condensed consolidated balance sheet, and as if they occurred on January 1 of the
respective year for the pro forma condensed profit and loss statement:
• The Refinancing, which includes (i) the issuance of the €215.0 million of the Existing Notes, (ii) the entering into
of the Senior Credit Facilities, consisting of, at the time of the Refinancing, a €200.0 million term loan facility and
an undrawn €30.0 million revolving credit facility, (iii) repayment of €93.8 million of iesy’s previous senior credit
facilities and (iv) payment of fees and expenses of €14.0 million. The Refinancing occurred in February 2005,
except for the drawdown of €200 million of a term loan facility under the Senior Credit Facilities, which occurred
on May 27, 2005. See “Description of Other Indebtedness.”
• The ish Acquisition and the related Financing, which include (i) the purchase of 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, (ii) the payment of €46.8 million of fees and expenses related to the ish Acquisition
and the Financing, (iii) the drawdown of €360.0 million under the Subordinated Bridge Facility and (iv) the
drawdown of €850.0 million under the €1,150.0 million the Senior Credit Facilities, which consist of a
€225.0 million term loan A facility, a €450.0 million term loan B facility (which includes the €200 million term
loan facility referred to above), a €375.0 million term loan C facility and an undrawn €100.0 million revolving
credit facility (which includes the €30.0 million revolving credit facility referred to above). The consideration for
the ish Acquisition was funded by a combination of existing cash and cash at banks and proceeds of the
Refinancing and Financing. See “The ish Acquisition” and “Description of Other Indebtedness.”
• The issuance of the equivalent of €360.1 million of the Notes and payment of aggregate related fees and expenses
of €6.7 million. See “Description of the Notes.”
The ish Acquisition will be accounted for under German GAAP using the book value method of accounting. Under this
method, the capital consolidation is used by setting off the acquisition costs for shares in the subsidiaries at the time of
acquisition against the equity related to these companies. The amount by which the current value of acquired net assets
exceeds their book value will be recorded as an increase in assets and liabilities. Any remaining positive difference will be
recorded as goodwill and amortized using the straight-line method over the anticipated useful life of 12.5 years.
The unaudited pro forma condensed consolidated financial statements, purchase price allocation and pro forma
adjustments are based upon available information, preliminary estimates and assumptions that we believe are reasonable.
However, the purchase price allocation has not been finalized. Accordingly, there can be no assurance that the final allocation
of purchase price will not differ from the preliminary allocation reflected in the unaudited pro forma condensed consolidated
financial statements.
The purchase price for the ish Acquisition may be subject to certain adjustments. For further information, see “The ish
Acquisition.”
The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and
have not been prepared to comply with German GAAP, U.S. GAAP, SEC requirements or any other accounting standards.
In addition, the unaudited pro forma condensed consolidated financial statements do not purport to represent what our
financial position or results of operations actually would have been if the transactions had occurred on the dates indicated,
nor do they purport to represent our results of operations for any future period or our financial condition at any future date.
The historical consolidated financial statements have been prepared on the basis of German GAAP. German GAAP
differs in certain significant respects from U.S. GAAP and IFRS. 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” for a discussion of certain significant differences between German GAAP and U.S. GAAP and IFRS.
The information below should be read together with the financial statements and the notes to those statements included
in this Prospectus, “Operating and Financial Review and Prospects of iesy,” “Operating and Financial Review and Prospects
of ish” and “Capitalization.”
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