Elcom Shares Admitted to AIM/London Stock Exchange
April 16 2004 - 9:15AM
PR Newswire (US)
Elcom Shares Admitted to AIM/London Stock Exchange Elcom Raises
$3.7 Million and Lists Shares on the AIM Market NORWOOD, Mass.,
April 16 /PRNewswire-FirstCall/ -- Elcom International, Inc.
(BULLETIN BOARD: ELCO) and (AIM: ELC and ELCS), a leading
international provider of remotely-hosted eProcurement and
eMarketplace solutions (the "Company"), today announced that it has
successfully completed a private placement of 29,777,573 shares of
its common stock to investors in the U.K. pursuant to Regulation S
of the Securities Act of 1933, as amended, (the "Placing"), for
aggregate gross proceeds to the Company of $3.7 million
(approximately $3.2 million net to the Company). Those shares have
been admitted to the London Stock Exchange's AIM market ("AIM") and
are expected to begin trading today under the symbol 'ELCS'.
Elcom's common shares, which trade on the OTCBB under the symbol
'ELCO', will also trade on the AIM under the symbol 'ELC'. Robert
J. Crowell, Elcom International's Chairman and CEO, said, "Elcom's
admission to AIM is a very positive step forward for the Company.
We believe this funding and subsequent listing on the AIM Exchange,
will provide Elcom with a new capital base to support its future
growth. The placement of shares will also add a new base of
financial institutions and individuals as shareholders of Elcom in
the U.K." Mr. Crowell also stated, "Under Regulation S, the
Management of the Company was unable to participate in the placing
of the common shares for listing on the AIM. The Management stood
ready to invest up to $200,000 in convertible debentures if the
maximum of 1.9 million pounds sterling was not achieved by the
Placing. However due to sufficient demand, which increased the size
of the Placing to 2.0 million pounds sterling, the Company was able
to rely solely on the funding generated by the Placing. With
funding now in place, Elcom has the resources to move itself back
into the market and begin to present its solutions as a 'best of
breed' eProcurement and eMarketplace system for public sector and
commercial companies in the U.K. and U.S." With Smith &
Williamson Corporate Finance Limited as nominated adviser to the
Company and Durlacher Limited as the Company's broker, Elcom has
issued 29,777,573 new common shares in the Placing, representing
approximately 48.6% of the shares outstanding after the placement
and approximately 39.2% of the fully-diluted shares (assuming
conversion of the Company's outstanding Senior Convertible
Debentures and exercisable and dilutive stock options). The new
Elcom shares of common stock have been issued in reliance on the
exemption from registration under Regulation S for offers and sales
of securities outside the U.S. Under Regulation S, the holders of
the new shares are 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 which commenced on April 8,
2004. During this one-year period, holders of the new shares may
otherwise trade such shares in the United Kingdom through the
facilities of the AIM Exchange and outside the U.S. pursuant to
Regulation S and subject to securities laws applicable in the
jurisdiction in which such shares are traded. The shares listed
under the symbol 'ELCS' (the 'S' denoting Regulation S shares) will
trade on the AIM Exchange but will not commingle with the Company's
stock traded on the OTCBB (and AIM under the symbol 'ELC'), until
and unless the Company registers the shares issued under Regulation
S via an S-1 Registration Statement with the SEC. The funds to be
derived from such proposed sale of common shares will be used to
support the Company's working capital requirements until the
Company achieves positive cash flow, which management believes will
occur in 2005. The Company has raised 2.0 million pounds sterling
(approximately $3.7 million), with approximately $3.2 in net
proceeds to the Company, via this issuance and sale of common
shares in the U.K. at a price equal to the conversion rate of the
Company's recent placement(s) of Convertible Debentures of $0.1246
per share. See "Intention to Issue and Sell Common Shares under
Regulation S in the U.K. and List Those Shares on the London
Alternative Investment Market" in the Company's Form 10-K filed on
March 29, 2004. The agreement to purchase and pricing of this sale
of common shares occurred several days prior to the AIM Exchange
listing and the pricing thereof is not necessarily indicative of
the price at which the Regulation S shares will trade on the AIM
Exchange. Certain Elcom stockholders, specifically the Chairman and
CEO and Vice Chairman and Director, provided short-term bridge
loans to the Company for working capital requirements during the
period leading up to the AIM Exchange listing. The above referenced
shares of ELCOM'S common stock IN THE PLACING have not been
registered under the Securities Act of 1933 and may not be offered
or sold in the United States (or to a U.S. person) absent
registration or an applicable exemption from the registration
requirements. Elcom Product Offerings For detailed information on
our PECOS(TM) technology and optional Dynamic Trading
functionality, please visit our website at
http://www.elcominternational.com/products.htm About Elcom
International, Inc. Elcom International, Inc. (OTC:ELCO) (BULLETIN
BOARD: ELCO) and (AIM: ELC and ELCS) is a leading international
provider of remotely-hosted eProcurement and private eMarketplace
solutions. Elcom's innovative remotely-hosted technology
establishes the next standard of value and enables enterprises of
all sizes to realize the many benefits of eProcurement without the
burden of significant infrastructure investment and ongoing content
and system management. PECOS Internet Procurement Manager, Elcom's
remotely-hosted eProcurement and eMarketplace enabling platform was
the first "live" remotely-hosted eProcurement system in the world.
Additional information can be found at
http://www.elcominternational.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 Company's history of ongoing operating losses; (ii) the overall
marketplace and client's acceptance and usage of eCommerce software
systems, specifically the Company's PECOS eProcurement and
eMarketplace systems and demand thereof by public sector
organizations in the U.K., the impact of competitive technologies,
products and pricing, particularly given the substantially larger
size and scale of certain competitors and potential competitors,
and control of expenses, revenue growth, corporate demand for
eProcurement and eMarketplace solutions; (iii) the consequent
results of operations given the aforementioned factors; and (iv)
the possibility that the Company's revenues may not reach the level
necessary to support positive cash flow and if so, the Company
might need to raise additional working capital to fund operations
in the future; and (v) the availability and terms of any such
funding to the Company, if available, and other risks detailed from
time to time in the Company's Annual Report on Form 10-K filed on
March 29, 2004 and in its other SEC reports and statements. The
Company assumes no obligation to update any of the information
contained or referenced in this press release. DATASOURCE: Elcom
International, Inc. CONTACT: Investor Relations of Elcom
International, Inc., Web site: http://www.elcom.com/
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