iesy Repository GmbH - Irish Stock Exchange

NOTES TO THE UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) These columns reflect iesy Repository’s historical consolidated balance sheet as of March 31, 2005 and profit and loss
statements for the year ended December 31, 2004 and the three months ended March 31, 2005, as the case may be,
prepared and presented in accordance with German GAAP.
(2) These columns reflect Kabelnetz’s historical consolidated balance sheet as of March 31, 2005 and statement of
operations for the year ended December 31, 2004 and the three months ended March 31, 2005, as the case may be,
prepared and presented in accordance with German GAAP.
(3) To record the effect of the ish Acquisition (€m):
(i) Total cash consideration paid at closing 1,540.3
Preliminary allocation of purchase price:
(ii) Net book value of ish (see note (vi) below) 221.0
(iii) Eliminate net assets not assumed
Intercompany receivable (11.7)
Cash netted against ish debt at closing (97.0)
(iv) Eliminate net liabilities not assumed
Senior credit facilities 583.3
Swap agreements 9.4
Notes A+B 100.0
Net assets and liabilities acquired 805.0
(v) Goodwill 735.3
Total preliminary allocation 1,540.3
(vi) Reflects the elimination of the capital lease assets of €334.7 million, the capital lease liabilities of €381.1
million and the effect to equity of €46.4 million, primarily relating to the co-utilization rights for cable ducts.
(4) To record in connection with the Refinancing and the Financing:
(i) the drawdown under the Senior Credit Facilities consisting of a €200.0 million term loan facility under the Senior
Credit Facilities which occurred on May 27, 2005, with an undrawn €30.0 million revolving credit facility;
(ii) the drawdown of €360.0 million under the Subordinated Bridge Facility;
(iii) 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 €200.0 million term loan
facility referred to above in addition to a €250.0 million incremental term loan B facility that was drawn down in
connection with the ish Acquisition) and a €375.0 million term loan C facility, with an undrawn €100.0 million
revolving credit facility (which includes the €30.0 million revolving credit facility referred to above);
(iv) the payment of aggregate fees and expenses for the ish Acquisition and the Financing of €46.8 million, which
under German GAAP are expensed as incurred and will be recorded as extraordinary expenses; and
(v) the net proceeds of €1,210.0 million from the issuance of the Notes and the drawdown under the Senior Credit
Facilities, net of the €46.8 million fees and expenses referred to above.
(5) To record in connection with the Notes offering:
(i) the issuance of €360.1 million equivalent of the Notes, the proceeds of which will be used to repay the amounts
borrowed under the Subordinated Bridge Facility;
(ii) the use of €6.6 million of cash to pay fees and expenses in connection with the Notes offering;
(iii) the payment of aggregate fees and expenses for the Notes offering of €6.7 million, which under German GAAP
are expensed as incurred and will be recorded as extraordinary expenses; and
(iv) adjustment to reflect the issuance of €360.1 million equivalent of the Notes and the repayment of the €360.0
million Subordinated Bridge Facility.
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