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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

Level 3 network in new

Level 3 network in new construction areas, customer connections, and own work capitalized, and include €1.0 million for the upgrading of iesy’s network for an additional 67,000 homes in Frankfurt and Marburg. In the future we expect that the upgrade of iesy’s network for high speed Internet services will increase iesy’s capital expenditures. We estimate that iesy’s capital expenditures for the year ended December 31, 2005 will be approximately €14.0 million, taking into account both non-discretionary and discretionary spending. We expect that iesy’s repair and maintenance expenditures (not accounted for in capital expenditures) will be approximately €3.0 million in 2005. See “Business— Business of iesy—Products and Services” for a description of these new products. The investments required for iesy’s high speed Internet services are modular, so investments can be allocated in ways which are based on customer demand. iesy has partially included in its capital expenditures budget upgrades of Level 4 or inhouse networks for its high speed Internet services. iesy has also assumed that a number of homes are already upgraded and that further upgrades will be undertaken by housing associations, professional Level 4 operators and iesy in connection with new contracts. If these assumptions are incorrect, we may need to make additional expenditures in order to upgrade the Level 4 and in-house networks for iesy’s high speed Internet users. In addition, we may decide to accelerate the upgrade of our network depending upon our competitive position, which could increase our level of capital expenditures significantly. We believe that, because of significant additional digital capacity available on iesy’s network, we will be able to undertake iesy’s planned expansion of its premium cable television services without major additional capital expenditures. In addition, capital expenditures requirements for premium cable television services are limited because we currently rely on third party providers who have established infrastructures. For example, iesy does not, as a result of its service agreement with MSG, provide its own technical services in relation to the digital playout facility for premium cable television, and therefore iesy does not provide for capital expenditures for such facilities. However, most of the agreements concluded with MSG with respect to such services have been terminated or have expired and are currently being renegotiated, and iesy may be required to make certain capital expenditures in order to provide for its own or third party facility. Following the ish Acquisition, we intend to rely on ish’s NOC in Kerpen if renegotiations are not successful and we do not continue to receive these services from MSG. Recently MSG notified us of its intention to terminate certain services relating to the distribution of iesy’s own premium cable television programming. The incremental capital expenditures required to connect to ish’s NOC in Kerpen are not expected to be material. See “Business—Business of iesy—Supply—Other Significant Supply Agreements” and “Risk Factors—Risks Relating to Our Business—We rely on MSG, a subsidiary of KDG, for the provision of certain playout services and because of changes in our relationship with MSG, our premium cable television services could be disrupted or may lead to higher costs. Existing contracts of MSG with third parties, especially Premiere, as well as our current agreements with MSG could adversely affect the development of our digital strategy” for a further description of the arrangement with MSG. The total level of capital expenditures will depend, among other things, upon iesy’s success in attracting new customers, including housing association contracts, the competitive and regulatory environment, and whether unexpected network problems develop. In the future, other products may require significant capital expenditures if they require new technologies or if new technologies are needed to improve iesy’s competitive position. In addition, iesy’s business requires capital expenditures on a continuing basis for various purposes, including the maintenance of iesy’s network, investing in new customer acquisitions, and offering new services. However, iesy does not currently believe that major capital projects are required to maintain iesy’s network, other than the capital expenditures described above. See “Risk Factors—Risks Relating to Our Business—Our assumptions about the low cost of upgrading selected parts of our network to provide basic Internet services may be inaccurate. Failure to maintain our cable television network or make other network improvements could have a material adverse effect on our operations and impair our financial condition.” 86

Subscribers iesy classifies its customers based on its three main business activities. The following table sets forth iesy’s subscriber numbers for its main business activities. 87 As of December 31, As of March 31, 2003 2004 2004 2005 Subscriber information (’000s, except percentages) Homes passed (1) 1,902 1,919 1,908 1,921 Total basic cable subscribers 1,243 1,202 1,239 1,197 % penetration (2) 65.4% 62.6% 64.9% 62.3% Residential (3) 543 527 542 522 Housing associations (4) 450 437 450 433 Professional Level 4 operators (5) 250 238 246 242 Premium cable subscribers (6) 2.8 9.6 5.2 12.2 High speed Internet subscribers 0.5 0.6 0.5 2.3 Total RGUs (7) 1,246.3 1,211.9 1,244.7 1,211.1 (1) iesy calculates homes passed based on iesy’s estimate of the number of potential subscribers who are passed by iesy’s network and to whom iesy can offer its cable television services. (2) Percent penetration represents the number of subscribers at the end of the relevant period as a percentage of the number of homes passed by iesy’s network at the end of the relevant period. (3) Residential subscribers typically represent accounts of one to five dwelling units. (4) Housing associations represent accounts of six dwelling units and upwards and encompass professional property investors, public property owners, property management firms and financial advisors. Housing associations include customers that not only own and operate their own Level 4 networks, but also operate and administer the networks of other housing associations and, accordingly, display certain characteristics of professional Level 4 operators. (5) Comprised of BN, EWT, PrimaCom and Tele Columbus. (6) Includes subscribers to iesy’s English language programming, which iesy introduced in the fourth quarter of 2004, but does not include subscriber numbers from Premiere (Premiere’s Hesse subscribers are estimated at more than 100,000 as of March 31, 2005). (7) Revenue generating units, or “RGUs,” relate to sources of revenues, which may not always be the same as subscriber numbers. For example, one person may subscribe to two different services, thereby accounting for only one subscriber but for two RGUs. In the period from December 31, 2004 to March 31, 2005, iesy’s subscriber numbers declined from approximately 1.202 million to approximately 1.197 million. This represents a net decrease in subscribers of 5,000 which includes 1,000 subscribers disconnected by professional Level 4 operators following our revised discounting policies with the remainder having disconnected due to the price increases we implemented in 2004. We experienced higher than usual churn levels in early 2005 as annual subscriber contracts came up for renewal for the first time since our 2004 price increase. These disconnection rates equate to an annualized equivalent churn rate of 5.9% excluding the professional Level 4 operators, or 6.4% including the professional Level 4 operators. In the period from December 31, 2003 to December 31, 2004, iesy subscriber numbers declined from approximately 1.24 million to approximately 1.20 million. This represents a net decrease in subscribers of 41,000 during the year, again comprised of 34,000 subscribers disconnected by professional Level 4 operators following iesy’s revised discounting policies. These disconnection rates equate to a churn rate of 4.8% excluding the professional Level 4 operators, or 7.5% including the professional Level 4 operators. iesy believes that the principal causes of the decline in its number of subscribers are the price increases it implemented in 2002 and 2004 and the changes in its discounting policies regarding the professional Level 4 operators. BN and EWT, two professional Level 4 operators, disconnected certain subscribers from iesy’s network when its previous agreement with them expired. See “—Basic Cable Television Sales” and “—ARPU.” ARPUs for large professional Level 4 operators tend to be comparatively low so the sales impact of these subscriber losses is not as significant as it would be for residential customers. In addition, the elimination of the discounts enjoyed by BN under its previous contract with iesy increased ARPU for the remaining BN subscribers.

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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

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    Revenue generating units, or “RGU

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    CURRENCY PRESENTATION AND EXCHANGE

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    end of 2005. Our subscribers can al

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    populations, with approximately 2.7

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    In April/May 2005, iesy entered int

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    Our Corporate and Financing Structu

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    THE OFFERING The summary below desc

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    Optional Redemption We may redeem a

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    SUMMARY FINANCIAL AND OPERATING INF

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    iesy Other Financial Data (unaudite

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    iesy Operational Data (unaudited) R

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    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 and 62: court rulings did not address the p
  • Page 63 and 64: THE ISH ACQUISITION The description
  • 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 71 and 72: NOTES TO THE UNAUDITED PRO FORMA CO
  • 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: Legal, Consulting and Management Fe
  • 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,
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  • Page 101 and 102: Cash Flow from Operating Activities
  • Page 103 and 104: oadcasters in television and radio.
  • 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
  • Page 111 and 112: • ish’s premium cable televisio
  • Page 113 and 114: In addition, ish markets pay-per-vi
  • Page 115 and 116: Cost of Materials and Services Cost
  • Page 117 and 118: For accounting purposes, ish treats
  • Page 119 and 120: Subscribers ish classifies its cust
  • Page 121 and 122: Competition ish faces significant c
  • Page 123 and 124: This decrease was primarily due to
  • Page 125 and 126: Net Loss Net loss was €17.9 milli
  • Page 127 and 128: Pension Obligations As of March 31,
  • Page 129 and 130: Term Sheets with DTAG, BRN-ish agre
  • Page 131 and 132: estructuring liabilities, while 200
  • Page 133 and 134: accrual for pending losses. The exp
  • Page 135 and 136: 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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    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

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    (c) for so long as the Notes are el

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    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

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    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

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    Cost of materials COURTESY TRANSLAT

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    [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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