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PrimaCom AG

euro adhoc: PrimaCom AG
other
PrimaCom AG will call a shareholders’ meeting to resolve on the issue of a warrant linked bond and an amendment of its authorized capital.

  Disclosure announcement transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
13.12.2005
PrimaCom AG will call an extraordinary shareholders’ meeting which is
expected to take place in the first half of March 2006. The
shareholders' meeting shall be submitted several proposals, which
would allow the issue of shares under exclusion of the statutory
subscription right. The goal is to avoid a strain on the company's
liquidity. As customary in such kind of transactions, an "equity
kicker", i.e. the grant of warrants for the issue of shares was
agreed with the mezzanine investor as part of its remuneration. For
this purpose, the shareholders’ meeting shall resolve the issue of
the warrant linked bond and the creation of a corresponding
conditional capital. Furthermore, by amending the company's
authorized capital, the company shall also be given the option to
redeem certain agreed bonuses for the management board and payment
obligations resulting from a cancellation agreement by issuing
shares. As a result of such measures the company's capital could be
diluted by up to 3.66 million shares  By a further amendment of the
authorized capital, the company shall also be given the option to
repay a part of its mezzanine obligations of EUR 19 million plus
accrued interest by the issue of shares at market price. However, at
present, it is open whether the company will actually make use of
this authorization. It is also expected that on this occasion, the
company will furthermore propose to its shareholders to amend its
articles to adapt them to new stock corporation law as amended on
November 1, 2005.
PrimaCom AG
Management Board
end of announcement                               euro adhoc 13.12.2005 13:49:29

Further inquiry note:

Investor Relations
Telefon: +49(0)6131 944 522
E-Mail: investor@primacom.de

Branche: Telecommunications Equipment
ISIN: DE0006259104
WKN: 625910
Börsen: Berliner Wertpapierbörse / free trade
Hamburger Wertpapierbörse / free trade
Baden-Württembergische Wertpapierbörse / free trade
Börse Düsseldorf / free trade
Niedersächsische Börse zu Hannover / free trade
Bayerische Börse / free trade
Bremer Wertpapierbörse (BWB) / free trade
Frankfurter Wertpapierbörse / regulated dealing/general
standard

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