EIC Eicom

    RNS Number : 3657U
  Eicom PLC
  14 May 2008
   

    Eicom plc ("Eicom" or "the Company")

    Notice of EGM
    Cancellation of Trading on AIM

    14 May 2008

    The Company has posted to shareholders a circular which contains a proposal to cancel the Company's admission to AIM and a notice to
convene an extraordinary general meeting ("EGM") to discuss this proposal. Eicom's directors believe that they would be best able to
implement a merger and acquisition strategy as an unquoted company and the circular explains the directors' reasons for seeking the proposed
cancellation. The text of the circular is appended below.

    The EGM is scheduled to taken place at 10.00 a.m. on 5 June at the offices of Eicom plc, 4 Farleigh Court, Old Weston Road, Flax
Bourton, Bristol BS48 1UR.  If shareholders vote in favour of the resolutions, cancellation of the Company's AIM admission will take effect
on 13 June 2008.  A copy of the circular will be available at the above address during normal weekday working hours until 13 June 2008. 

    For further information, please contact:
 Eicom plc
 Paul Fowler                       +44 1275 464931
                                   paul.fowler@
                                   eicom.co.uk
 Grant Thornton Corporate Finance
 Gerry Beaney / Fiona Owen         +44 20 7385 5100



    Text of the circular to shareholders:

    Dear Shareholder

    Proposed cancellation of admission of the Company's AIM Securities; Extraordinary General Meeting

    1          Introduction
    On 14 May 2008 the Company will announce its intention to apply for the admission to trading of its Ordinary Shares on AIM to be
cancelled. The Proposal is subject to Shareholders' approval being obtained and the purpose of this document is to provide Shareholders with
information on the Cancellation and to seek the requisite Shareholder approval at an Extraordinary General Meeting of the Company, notice of
which is set out at the end of this document.

    2          Background to the Proposals
    Eicom has been trading on AIM since March 2000. Initially, the Directors believed that a listing on AIM would provide greater
flexibility in concluding certain types of corporate transactions. However, falls in the Company's share price have meant that any
significant merger or acquisition could potentially be classed as a reverse takeover, under the AIM rules, resulting both in considerable
cost and, as far as the Directors are concerned, an unacceptable dilution of the interests of current Shareholders in the Company.  

    3          Reasons for the Proposals
    The Directors believe that the additional flexibility offered to unquoted companies would allow the Company a period of consolidation in
the private environment, during which time they could plan and execute a series of acquisitions. The directors are currently in negotiations
with a third party which may or may not lead to an acquisition in the short term.

    The Directors believe that the financial burden, and management time, associated with maintaining admission to AIM now outweigh the
benefits to the Company. Not only would the proposed Cancellation reduce the overheads of the business, it would also reduce the costs
associated with the completion of any acquisition that the Company may contemplate.

    4          Effect of the Proposal on Shareholders
    The principal effects of the Cancellation would be:
                (a) There would no longer be a formal market mechanism enabling the Shareholders to dispose of their
                      shares through the market and the CREST facility will be cancelled;
                (b) The Company would not be bound to announce material events, nor to announce interim results
          and
                (c) The Company would no longer be required to comply with any of the corporate governance
                      requirements for quoted companies.

    5          Continued services and reporting to Shareholders on the City Code
    The Board will:
                (a) Consider how best to implement a share dealing service for small shareholders and further
                     notification will be made if appropriate;
                (b) Continue at its Bristol office and provide Bulletin Board information for Shareholders to enable
                     buyers and sellers to be matched;
                (c) Continue to hold Annual General and other general meetings in accordance with the applicable
                     statutory requirements and the Company's article and
                (d) Continue to send Shareholders copies of the Company's audited accounts.
                Even if the Company becomes a private company, it will still be subject to the City Code on Takeovers
                and Mergers for at least ten years following the date of Cancellation.

    6          The Board's intentions for the future
    The Board has set up an acquisitions committee which is actively seeking potential targets. The committee has looked at a number of
acquisition targets over the past year. The directors are currently in negotiations with a third party which may or may not lead to an
acquisition in the short term. The board has also been in extensive talks with other potential targets,, however none of these have reached
an advanced stage at the present. time.

    It is the Board's opinion that an acquisition strategy is the best use of shareholders funds to grow the Company.

    If Shareholders approve the resolution for Cancellation, application will be made for Cancellation with effect from 13 June 2008.

    7          Extraordinary General Meeting
    You will find set out at the end of this document a notice convening the Extraordinary General Meeting of the Company to be held at the
offices of Eicom plc at 4, Farleigh Court, Old Weston Road, Flax Bourton, Bristol BS48 1UR.

    At the EGM a special resolution will be proposed to approve the proposal to cancel admission of the Company's AIM Securities. The AIM
Rules require the approval of 75 per cent. of Shareholders voting at the EGM in person or by proxy to be obtained.

    8          Action to be taken
    Shareholders will find enclosed with this document a Form of Proxy for use at the Extraordinary General Meeting. Forms of Proxy should
be completed and returned in accordance with the restrictions printed thereon so as to arrive with the Company's Registrars, Capita
Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 10.00 a.m. on 3 June 2008.

    Completion and return of a Form of Proxy will not prevent Shareholders from attending and voting at the Extraordinary General Meeting
should they so wish.

    9          Recommendation
    The Directors consider the Proposal described in this document to be in the best interests of the Company and its Shareholders.
Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary
General Meeting, as they intend to do in respect of their own holding of 473,874 Ordinary Shares representing 1.24 per cent of the Company's
issued share capital.  



    Yours faithfully
    

John Sanderson
    Chairman


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