Special Meeting /Equity Issue

RNS Number:6656Z
Elcom International Inc
13 March 2006


Elcom International, Inc.
("Elcom" or the "Company")


13 March 2006



Proposed special meeting and conversion of debenture


As announced on 7 March 2006, a shareholder in the Company, Smith & Williamson
Investment Management Limited ("SWIM"), has requested that the board of
directors of Elcom (the "Board") schedule a special meeting of the Company's
shareholders to consider a number of proposals including the replacement of
three of the Company's existing directors (Robert J. Crowell, William W. Smith
and John W. Ortiz) with three new directors (Sean P. Lewis, Elliott Bance and
Justin Dignam). The Company, which is seeking additional information on the
proposed directors, intends to cooperate with SWIM in order to facilitate an
orderly change in the composition of the Board and intends to call a special
meeting of the Company.


SWIM disclosed in a Schedule 13D filed with the United States Securities and
Exchange Commission on 6 March 2006 that, following the issuance of new common
shares by the Company in December 2005, it has voting power over 248,277,731 of
the Company's common shares. This represents a change in control under the terms
of the Company's 10% convertible senior debenture due April 23, 2013 (the
"Debenture") resulting in the automatic conversion of the Debenture together
with accrued interest thereon. Accordingly the Company will issue 34,164,959 new
common shares to holders of the Debenture at a conversion price of approximately
US$0.0464 per common share. As a result of the conversion of the Debenture, SWIM
and related entities will be issued with 7,420,991 common shares (increasing
SWIM's interest to 255,698,722 common shares, representing 63.6% of the
Company's enlarged issued share capital) and new common shares will be issued to
certain directors as follows: Robert Crowell will be issued with 12,121,413
common shares (increasing his interest to 16,068,172 common shares, representing
4.0% of the Company's enlarged issued share capital); William Smith will be
issued with 9,496,995 common shares (increasing his interest to 14,090,282
common shares, representing 3.5% of the Company's enlarged issued share
capital); and John Halnen will be issued with 1,636,957 common shares
(increasing his interest to 1,637,757 common shares, representing 0.4% of the
Company's enlarged issued share capital). Application will be made for admission
to AIM of the new common shares to be issued pursuant to the conversion of the
Debenture and this is expected to become effective on 24 March 2006.







                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
MSCGUUCUWUPQGRU

Elcom Itl (LSE:ELC)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024