Elcom Raises $2.5 Million (1.3 million pounds) via an Issuance of Shares on AIM
05 February 2007 - 6:00PM
PR Newswire (US)
NORWOOD, Mass., Feb. 5 /PRNewswire-FirstCall/ -- Elcom
International, Inc. ("Elcom" or the "Company") (OTC:ELCO) (BULLETIN
BOARD: ELCO) and (AIM: ELC and ELCS), a leading international
provider of Commerce Process Management solutions for buyers,
suppliers and commerce communities, is pleased to announce that it
has entered into subscription agreements to raise $2.5 million (1.3
million pounds Sterling), through an issue of 73,230,009 new common
shares (the "New Shares") at a price of 1.75 pence (UK) or $0.0344
per share. The proceeds of the issue will be used to meet the
working capital requirements of the Company. The New Shares are
being subscribed by and on behalf of investment clients of Smith
& Williamson Investment Management Limited who, together with
Smith & Williamson Nominees Limited, currently hold
approximately 69.4% of the Company's issued common shares.
Following the issue of the New Shares, this holding will increase
to 73.5% of the Company's enlarged issued common shares. This
subscription represents a related party transaction under the AIM
Rules. The Directors of the Company consider, having consulted with
its nominated adviser, that the terms of the subscription are fair
and reasonable insofar as its shareholders are concerned.
Completion of the subscription is conditional on the admission of
the New Shares to AIM. Application has been made for the New Shares
to be admitted to trading on AIM and this is expected to become
effective on 6 February 2007. The issuance of the New Shares is
being made in reliance on the exemption from registration under
Regulation S of the U.S. Securities Act of 1933, for offers and
sales of securities outside the U.S. Under Regulation S, the
holders of the New Shares will be prohibited from reselling such
shares in the U.S. to U.S. persons or entities or for the benefit
or account of a U.S. person, for a one-year period. During this
one-year period, holders of the New Shares may otherwise trade such
shares in the United Kingdom through the facilities of the London
Stock Exchange's AIM market ("AIM") and outside the U.S. pursuant
to Regulation S and subject to securities laws applicable in the
jurisdiction(s) in which such shares are traded. The New Shares are
being listed on AIM under the symbol 'ELCS' (the 'S' denoting
Regulation S shares) but will not commingle with the Company's
common stock traded on the OTCBB (and AIM under the symbol 'ELC'),
until and unless the Company registers the shares under the U.S.
Securities Act of 1933 or an exemption from registration is
available. John Halnen, Elcom's President and CEO, said, "We are
very pleased to secure these additional operating funds for the
Company. In 2006, we consummated a number of strategic alliances,
and in addition we are expecting additional contracts/initiatives
which require evidence of a stronger balance sheet to perform to
contract expectations. Also, the Company's current facility lease
is up at the end of 2007 and a move to a new facility and
outsourcing of our data center operations are being evaluated for
the most cost effective solution for the Company and its customers.
While evaluating new facilities, full consideration to meet current
contracts and existing performance requirements are being carefully
reviewed to ensure full compliance." About Elcom International,
Inc. Elcom International, Inc.
(OTC:ELCOOTC:andOTC:AIM:OTC:ELCOTC:and ELCS) (BULLETIN BOARD: ELCO
and AIM: ELC and ELCS) , is a leading international provider of
Commerce Process Management solutions for buyers, suppliers and
commerce communities. Commerce Process Management refers to the
ability to effectively manage the large-scale exchange of goods and
services, using information technology and best practices, between
different organizations, including the purchase, sale, exchange of
commodities and services and their receipt and payment in one
seamless end-to-end integrated process. Beyond the current
generation of "On Demand" solutions available in the market,
Commerce Process Management Solutions provided by Elcom offer true
value for money by eliminating the burden and cost of in-house
programming, IT infrastructure and ongoing system management. More
information is available from Elcom's web site at:
http://www.elcom.com/. STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT Except for the historical information
contained herein, the matters discussed in this press release could
include forward-looking statements or information. All statements,
other than statements of historical fact, including, without
limitation, those with respect to the Company's objectives, plans
and strategies set forth herein and those preceded by or that
include the words "believes," "expects," "targets," "intends,"
"anticipates," "plans," or similar expressions, are forward-looking
statements. Although the Company believes that such forward-looking
statements are reasonable, it can give no assurance that the
Company's expectations are, or will be, correct. These
forward-looking statements involve a number of risks and
uncertainties which could cause the Company's future results to
differ materially from those anticipated, including: (i) the
necessity for the Company to control its expenses as well as to
generate incremental, ongoing operating revenues and whether this
objective can be met given the overall marketplace and clients'
acceptance and usage of eCommerce software systems, eProcurement
and eMarketplace solutions including corporate demand therefore,
the impact of competitive technologies, products and pricing,
particularly given the substantially larger size and scale of
certain competitors and potential competitors; (ii) the consequent
results of operations given the aforementioned factors; and (iii)
the necessity of the Company to achieve profitable operations
within the constraints of its existing resources, and if it can
not, the availability of incremental capital funding to the
Company, particularly in light of the audit opinion from the
Company's independent registered public accounting firm in the
Company's 2005 Annual Report on Form 10-KSB, as amended, and other
risks detailed from time to time in its March 31, June 30, and
September 30, 2006 Quarterly Reports on Form 10-QSB and in its
other SEC reports and statements, including particularly the
Company's "Risk Factors" contained in the prospectus included as
part of the Company's Registration Statement on Form S-3 filed on
June 21, 2002. The Company assumes no obligation to update any of
the information contained or referenced in this press release. At
the Company: Investor Relations, . DATASOURCE: Elcom International,
Inc. CONTACT: Investor Relations, Web site: http://www.elcom.com/
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