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5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

• changes in German

• changes in German tax laws; • the possibility that we may not be able to deduct interest from the Notes for tax purposes; • conflicts of interest with our shareholders; • the recently completed ish Acquisition and any other acquisitions and business combinations we may enter into that would increase our level of indebtedness, change our capital structure and expose us to additional liabilities; • the integration of ish or any other companies we may acquire into our operations; • our ability to comply with regulations affecting our business and our ability to respond to changes in the regulatory environment; • our substantial leverage and ability to generate sufficient cash to service our debt; • risks associated with our structure, the Notes, the related Subsidiary Guarantees and Security and our other indebtedness; and • general economic and market conditions. We urge you to read the sections of this Prospectus entitled “Risk Factors,” “Operating and Financial Review and Prospects of iesy,” “ Operating and Financial Review and Prospects of ish,” “Industry” and “Business” for a more complete discussion of the factors that could affect our future performance and the industry in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking events described in this Prospectus may not occur. We undertake no obligation, and do not expect, to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Prospectus. In this Prospectus: DEFINITIONS “2003 ish Acquisition” refers to the acquisition of ish by a consortium of banks in a public auction process in 2003; “AMTV” refers to Amplitude Modulated Television, or the transmission of television signals based on point-to-point microwave links; “Apollo” refers to Apollo Management V, L.P. and its affiliates; “ARD” refers to the public broadcaster cooperative Arbeitsgemeinschaft der öffentlich-rechtlichen Rundfunkanstalten der Bundesrepublik Deutschland; “ARPU” refers to the average revenues per unit on a monthly basis; “BetaResearch” refers to BetaResearch Gesellschaft zur Entwicklung und vermarktung digitaler Infrastrukturen mbH; “BN” refers to the cable network business of the group of companies of BN Breitbandnetze GmbH (formerly Bosch Breitbandnetze GmbH), which was recently acquired by EWT; “BRN-agreement” refers to the BRN-iesy agreement and the BRN-ish agreement (as defined in this Prospectus); “Callahan BidCo” refers to Callahan Kabel NRW GmbH & Co. KG; “Callahan HoldCo” refers to Callahan Nordrhein-Westfalen GmbH; “C-Line” refers to cable wires capable of carrying television signals, as well as voice and data transmissions, extending from the network nodes to the cable service area; 6

“combined entity”, and “we”, “us”, “our” and other similar terms refer to the combined business of iesy and ish following the ish Acquisition, other than in the context of references to the Issuer of the Notes, or authorship of or responsibility for this Prospectus, where references to “we”, “us”, “our” and other similar terms refer to iesy Repository; “CPECs” refers to convertible preferred equity certificates of TopCo; “D-Line” refers to wires that connect splitter cable in C-Line with the point of interface in the basement, thereby enabling the building to get access to the cable operator’s products and services; “DSL” refers to Digital Subscriber Line, a generic name for a range of digital technologies relating to the transmission of Internet and data signals from the telecommunications service provider’s central office to the end customer’s premises over the standard copper wire used for voice services; “DTAG” refers to Deutsche Telekom AG; “DVB-T” refers to Digital Video Broadcasting Terrestrial, or digital broadcasting of television signals over terrestrial antennas and other earthbound circuits without any participation from satellite; “EC” refers to the European Commission; “EU” refers to the European Union; “EWT” refers to the cable network business of the group of companies controlled by EWT Holding GmbH; “Existing Notes” refers to the €215.0 million 8 3 /4% senior notes due 2015 that were offered by iesy Repository as part of the Refinancing in February 2005; “FCO” refers to the German Federal Cartel Office (Bundeskartellamt); “Financing” refers to the financing transactions described in “The ish Acquisition”; “German GAAP” refers to generally accepted accounting principles in Germany; “GoldenTree” means GoldenTree Asset Management, L.P. and each of the GoldenTree funds identified under “Security Ownership” in this Prospectus; “housing associations” encompass public property investors, public property owners, property management firms and financial investors and, in the case of iesy, refers to accounts that typically represent six or more dwelling units; “iesy” refers to TopCo, iesy Repository, New iesy, iesy Hessen, iesy GP, iesy Services GmbH, DeTeKabelService Hessen Beteiligungs-GmbH, and iesy Hessen Verwaltungs-GmbH; “iesy GP” refers to iesy Hessen Finanz-Management GmbH; “iesy Hessen” refers to iesy Hessen GmbH & Co. KG (formerly iesy Hessen Finanz GmbH & Co. KG); “iesy Hessen GmbH” refers to iesy Hessen’s former parent, iesy Hessen GmbH, (formerly eKabel Hessen GmbH); “iesy Repository” refers to iesy Repository GmbH; “iesy Services” refers to iesy Services GmbH; “IFRS” refers to International Financial Reporting Standards; “ish” refers to Kabelnetz and its consolidated subsidiaries; “ish entities” refer to each of Kabelnetz, Kabelnetz GP, ish GP, ish KS GP and KSG; “ish GP” refers to ish Verwaltungs GmbH; “ish KG” refers to ish GmbH & Co. KG; “ish KS” refers to ish KS NRW GmbH & Co. KG; “ish KS GP” refers to ish KS NRW Beteiligungs-GmbH; 7

  • Page 1 and 2: PROSPECTUS iesy Repository GmbH €
  • Page 3 and 4: the market price of the Notes at a
  • Page 5: which the issue or the offer of sec
  • 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
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    • Claims against the Issuer and s

  • Page 59 and 60:

    Senior Credit Facilities before the

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    court rulings did not address the p

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    THE ISH ACQUISITION The description

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    In addition to the warranties, spec

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    CAPITALIZATION The following table

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    Unaudited Pro Forma Condensed Conso

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    NOTES TO THE UNAUDITED PRO FORMA CO

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    (€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

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    • iesy’s premium cable televisi

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    egulated pricing model. Fees are pa

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    Risks Relating to Our Indebtedness

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    Legal, Consulting and Management Fe

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    Subscribers iesy classifies its cus

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    2003 to €8.20 per subscriber in t

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    • the senior credit facilities we

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    average installation fees from July

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    Cash flow from investing activities

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    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

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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

  • Page 155 and 156:

    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

  • Page 295 and 296:

    (c) for so long as the Notes are el

  • Page 297 and 298:

    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

  • Page 367 and 368:

    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

  • Page 387 and 388:

    Cost of materials COURTESY TRANSLAT

  • Page 389 and 390:

    [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

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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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