Porter Bancorp Announces 1 for 5 Reverse Stock Split
November 28 2016 - 4:25PM
Business Wire
Porter Bancorp, Inc. (NASDAQ: PBIB), parent company of
PBI Bank, today announced that its board of directors has
approved a 1-for-5 reverse stock split of the Company’s issued and
outstanding Common Shares and Non-Voting Common Shares (“Reverse
Stock Split”).
The Reverse Stock Split will take effect at 5:00 p.m. eastern
time on Friday, December 16, 2016 (the “Effective Time”). Porter
Bancorp’s Common Shares will begin trading on the NASDAQ Capital
Market on a split-adjusted basis when the market opens on Monday,
December 19, 2016. At the Effective Time:
- Each Common Share issued and
outstanding immediately before the Effective Time will be
automatically changed into one-fifth of a Common Share (“Post-Split
Common Share”);
- Each Non-Voting Common Share issued and
outstanding immediately before the Effective Time will be
automatically changed into one-fifth of a Non-Voting Common Share
(“Post-Split Non-Voting Common Share”); and
- Any fractional share resulting from
those changes will be rounded up to one whole Post-Split Common
Share, or Post-Split Non-Voting Common Share, as the case may be.
No shareholders will receive cash in lieu of fractional
shares.
At the PBIB Annual meeting in May 2016, holders of the Company’s
Common Shares authorized our board of directors to implement a
reverse stock split during the twelve-months ending on the date of
the 2017 Annual Meeting and to select a reverse split ratio within
the range of 1-for-2 up to 1-for-10.
The Reverse Stock Split will affect all shareholders uniformly,
and will not affect any shareholder’s percentage ownership interest
in the Company or proportionate voting power. The Reverse Stock
Split is intended to increase the trading price per share of the
Company’s Common Shares, with the objective to make the Common
Shares a more attractive and cost effective investment and enhance
liquidity for our shareholders. Many brokerage houses and
institutional investors have internal policies and practices that
either prohibit them from investing in lower-priced stocks or tend
to discourage individual brokers from recommending lower-priced
stocks to their customers or clients.
The Company’s Non-Voting Common Shares are being included in the
Reverse Stock Split to maintain a 1-for-1 ratio at which the
Non-Voting Common Shares convert into Common Shares upon transfer
by a holder.
The following table shows the number of the Company’s Common
Shares and Non-Voting Common Shares issued and outstanding as of
November 25, 2016, and the approximate number of Common Shares and
Non-Voting Common Shares that would be issued and outstanding after
the Reverse Stock Split.
Issued and Outstanding(as of November 25,
2016)
Issued and OutstandingAfter Reverse Stock
Split
Common Shares 23,156,969 4,631,400
Non-Voting Common Shares 7,958,000 1,591,600
The Company’s stock transfer agent, American Stock Transfer and
Trust Company, LLC, will manage the exchange of stock certificates.
Shareholders of record will receive a letter of transmittal
providing instruction for the exchange of their old stock
certificates as soon as practicable following the effectiveness of
the reverse stock split. Shareholders should not send in their old
stock certificates until they receive a letter of transmittal from
the transfer agent. Shareholders who hold their shares in brokerage
accounts (“street name”) are not required to take any action to
affect the exchange of their shares. Street name shareholders will
be contacted by their brokers with any instructions.
About Porter Bancorp, Inc.Porter Bancorp, Inc. (NASDAQ:
PBIB) is a Louisville, Kentucky-based bank holding company which
operates banking centers in 12 counties through its wholly-owned
subsidiary PBI Bank. Our markets include metropolitan Louisville in
Jefferson County and the surrounding counties of Henry and Bullitt,
and extend south along the Interstate 65 corridor. We serve
southern and south central Kentucky from banking centers in Butler,
Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties.
We also have a banking center in Lexington, Kentucky, the second
largest city in the state. PBI Bank is a traditional community bank
with a wide range of personal and business banking products and
services.
Forward-Looking StatementsStatements in this press
release relating to Porter Bancorp’s plans, objectives,
expectations or future performance are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. The words “believe,” “may,” “should,” “anticipate,”
“estimate,” “expect,” “intend,” “objective,” “possible,” “seek,”
“plan,” “strive” or similar words, or negatives of these words,
identify forward-looking statements. These forward-looking
statements are based on management’s current expectations. Porter
Bancorp’s actual results in future periods may differ materially
from those indicated by forward-looking statements due to various
risks and uncertainties, including our ability to reduce our level
of higher risk loans such as commercial real estate and real estate
development loans, reduce our level of non-performing loans and
other real estate owned, and increase net interest income in a low
interest rate environment, as well as our need to increase capital.
These and other risks and uncertainties are described in greater
detail under “Risk Factors” in the Company’s Form 10-K and
subsequent periodic reports filed with the Securities and Exchange
Commission. The forward-looking statements in this press release
are made as of the date of the release and Porter Bancorp does not
assume any responsibility to update these statements.
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Porter Bancorp, Inc.John T. Taylor, 502-499-4800Chief Executive
Officer
Porter Bancorp, Inc. (delisted) (NASDAQ:PBIB)
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