UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
SCHEDULE
13D
[Rule
13d-101]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §
240.13d-2(a)
(Amendment
No. _____)*
|
|
Hanmi
Financial Corporation
|
(Name of Issuer)
|
|
|
Common
Stock, Par Value $0.001
|
(Title of Class of Securities)
|
|
|
|
|
|
410495105
|
|
(CUSIP Number)
|
|
|
|
|
|
Mr.
Mu Hak You
c/o
GWI Enterprise Ltd., Kings Court, Bay Street, P.O. Box N-3944, Nassau,
Bahamas
+55.11.3702.3200
|
|
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
|
|
|
January
28, 2010
|
(Date of Event Which Requires Filing of this Statement)
|
|
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
[X]
|
|
(Continued
on following pages)
|
_______________
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior coverage
page.
The
information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however,
see
the
Notes
).
|
Page 1 of 11 Pages
CUSIP
No.
410495105
|
|
13D
|
|
Page 2
of 11
Pages
|
1.
|
NAMES OF REPORTING PERSON
GWI
Enterprise Ltd.
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [
]
(b) [ ]
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS
WC,
PF
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
[ ]
PURSUANT
TO ITEM 2(d) or
2(e).
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
Commonwealth of The Bahamas
|
NUMBER
OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE
VOTING
POWER 0
|
8.
|
SHARED
VOTING
POWER 4,708,167
|
9.
|
SOLE
DISPOSITIVE
POWER 0
|
10.
|
SHARED
DISPOSITIVE
POWER 4,708,167
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,708,167
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.2%
|
14.
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No.
410495105
|
|
13D
|
|
Page 3
of 11
Pages
|
1.
|
NAMES
OF REPORTING PERSONS
Fundo
de Investimento em Acoes GWI Private Investimento no Exterior
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
[ ]
(b) [ ]
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS
WC
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or
2(e)
[ ]
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Federative
Republic of Brazil
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE
VOTING
POWER 0
|
8.
|
SHARED
VOTING
POWER 310,539
|
9.
|
SOLE
DISPOSITIVE
POWER 0
|
10.
|
SHARED
DISPOSITIVE
POWER 310,539
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,539
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.6%
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No.
410495105
|
|
13D
|
|
Page
of 4 of 11
Pages
|
1.
|
NAMES
OF REPORTING PERSONS
GWI
Consultoria Participacoes e Servicos Ltda
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [
]
(b) [ ]
|
|
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS
AF
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) or
2(e).
[ ]
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Federative
Republic of Brazil
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE
VOTING
POWER
0
|
8.
|
SHARED
VOTING
POWER
310,539
|
9.
|
SOLE
DISPOSITIVE
POWER 0
|
10.
|
SHARED
DISPOSITIVE
POWER 310,539
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,539
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.6%
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No.
410495105
|
|
13D
|
|
Page 5
of 11
Pages
|
1.
|
NAMES
OF REPORTING PERSONS
Mu
Hak You
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) [
]
(b) [ ]
|
|
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS
AF
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
[ ]
TO
ITEM 2(d) or
2(e).
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Korea
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE
VOTING
POWER 0
|
8.
|
SHARED
VOTING
POWER 5,018,706
|
9.
|
SOLE
DISPOSITIVE
POWER 0
|
10.
|
SHARED
DISPOSITIVE
POWER 5,018,706
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,018,706
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
|
|
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No.
410495105
|
|
13D
|
|
Page 6
of 11
Pages
|
SCHEDULE
13D
Item
1.
|
Security
and Issuer.
|
The name of the subject company is Hanmi Financial Corporation (“Issuer”), and
the address of its principal executive office is 3660 Wilshire Boulevard,
Penthouse Suite A, Los Angeles, California 90010. The class of
securities to which this Statement relates is the common stock of the Issuer,
par value $0.001 per share (“Common Stock”).
Item
2.
|
Identity
and Background.
|
This
Statement on Schedule 13D is filed with respect to 4,708,167 shares of the
Common Stock held by GWI Enterprise Ltd. (“GWI” and such 4,708,167 shares, the
“GWI Owned Shares”), and 310,539 shares of Common Stock held by Fundo de
Investimento em Acoes GWI Private Investimento no Exterior (“GWI Private” and
such 310,539 shares, the “GWI Private Owned Shares”). The GWI Owned
Shares and GWI Private Owned Shares are collectively referred to herein as the
“Shares.” GWI Consultoria Participacoes e Servicios Ltda (“GWI Consultoria”) has
investment and voting power with respect to the GWI Private Owned
Shares. Mr. Mu Hak You beneficially owns 100% of GWI, 99.99% of GWI
Consultoria and 96.00% of GWI Private and serves as the Director of GWI
Enterprise Ltd. and the Director of GWI Consultoria. (GWI, GWI
Private and GWI Consultoria are referred to herein collectively as the “GWI
Entities.”) The GWI Entities and Mr. Mu Hak You previously filed a
Statement on Schedule 13G with respect to the ownership of shares of Common
Stock of the Issuer. The GWI Entities and Mr. Mu Hak You are filing
this Statement on Schedule 13D because Mr. Mu Hak You and GWI may be deemed to
have formed an intent to acquire control of the Issuer.
(a)-(c); (f)
This Statement is
filed by the GWI Entities and Mr. Mu Hak You, who may be deemed to control the
GWI Entities. Set forth below is information about (i) the name,
state of organization, principal business, and the address of the principal
office of each of the GWI Entities and (ii) the name and title of Mr. Mu
Hak You and each executive officer and director of the GWI Entities, his or her
citizenship, his or her present principal occupation or employment, his or her
business address, and the name, principal business, and address of any
corporation or other organization in which such employment is
conducted.
(1)
GWI
GWI is a
corporation organized under the laws of The Commonwealth of The
Bahamas. The principal business of GWI is to invest in
securities. The address of the principal office of GWI is Kings
Court, 1st Floor, Bay Street, P.O. Box N-3944, Nassau, Bahamas. Mr.
Mu Hak You and Mrs. Jong Sun Kim You are the Directors of GWI. GWI
has no other executive officers or directors.
(2)
GWI Private
GWI
Private is a fund organized under the laws of the Federative Republic of
Brazil. The principal business of GWI Private is to invest in
securities. The address of the principal office of GWI Private is Av. Presidente
Wilson, nº 231, 11º andar, Rio de Janeiro – RJ – Brasil, CEP
20030-905. GWI Private does not have executive officers or
directors. The investment manager of GWI Private is GWI
Consultoria. The administrator of GWI Private is BNY Mellon Servicos
Financeiros Distribuidora de Titulos e Valores Mobiliarios S.A.
(“Administrator”) and serves as the legal representative of the GWI
Private.
(3)
GWI Consultoria
GWI
Consultoria is a limited liability company organized under the laws of the
Federative Republic of Brazil. The principal business of GWI
Consultoria is to serve as investment manager to certain investment funds,
including GWI Private. The principal office of GWI Consultoria is
located at Av. Brigadeiro Faria Lima, 3.900 6° andar, CEP 04538-132 São Paulo –
SP – Brazil. Mr. Mu Hak You and Mrs. Jong Sun Kim You are the
Directors of GWI Consultoria. GWI Consultoria has no other executive
officers or directors.
|
|
|
|
|
|
|
Name
|
|
Citizenship
|
|
Principal
Occupation
|
|
Business
Address
|
Mu
Hak You
|
|
Republic
of Korea
|
|
Director
of GWI and GWI Consultoria
|
|
Kings
Court, Bay Street, P.O. Box N-3944, Nassau, Bahamas
|
Jong
Sun Kim You
|
|
Federative
Republic of Brazil
|
|
Director
of GWI and GWI Consultoria
|
|
Kings
Court, Bay Street, P.O. Box N-3944, Nassau,
Bahamas
|
(d);(e)
During the
last five years, none of the GWI Entities or Mr. Mu Hak You, or, to their
knowledge, any of the other directors or executive officers of the GWI Entities,
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
GWI and GWI Private expended an aggregate of approximately $6,190,881.76 of
working capital and/or private funds to purchase the 5,018,706 shares of Common
Stock. To date, GWI and GWI Private have not directly borrowed any
funds to finance their investments in shares of the Common
Stock. Although they do not currently intend to do so, Mr. Mu Hak You
and/or the GWI Entities may seek to borrow funds to finance subsequent
acquisitions of shares of Common Stock.
Item
4.
|
Purpose
of Transaction.
|
GWI and GWI Private initially acquired the shares of Common Stock of the Issuer
for investment purposes. Depending on market conditions and other
factors, Mr. Mu Hak You and the GWI Entities may acquire additional shares of
Common Stock as they deem appropriate, whether in open market
purchases, privately negotiated transactions or otherwise. Mr. Mu Hak
You and the GWI Entities reserve the right to dispose of some or all of their
shares of Common Stock in the open market, in privately negotiated transactions
to third parties or otherwise, and to do so whether as a part of a plan to
obtain control of the Issuer or to modify their intent with respect to the
Issuer.
On
January 28, 2010, GWI presented a letter (“Letter of Interest”) to Mr. Joseph K.
Rho, the Chairman of the Board of Directors of the Issuer, informing Mr. Rho of
GWI’s interest in exploring an acquisition of equity interests in the Issuer by
GWI or one of its affiliates. In the Letter of Interest, GWI proposes
making an unspecified investment in the Issuer that would result in GWI holding
a majority interest in the Issuer. The Letter of Interest states,
among other things, that any formal proposal would be subject to satisfactory
completion of due diligence and the valuation of GWI’s proposed investment would
be based on the book value of the Issuer adjusted for mark-to-market valuation
based on a third-party review of the Issuer’s loan portfolio. The
Letter of Interest requests an opportunity to discuss the proposed transaction
with the Issuer and its advisors at the Issuer’s earliest convenience and urges
the Issuer not to take any action that might preclude GWI from submitting a
formal, competitive offer that could offer an alternative approach which could
maximize shareholder value.
Except as
set forth above, the GWI Entities and Mr. Mu Hak You have no intention to effect
any of the transactions specified in Item 4 of Schedule 13D, and, to the
knowledge of the GWI Entities and Mr. Mu Hak You, no other executive officer or
director of any GWI Entity has any intention to effect any of the transactions
specified in Item 4 of Schedule 13D.
CUSIP
No.
410495105
|
|
13D
|
|
Page 7
of 11
Pages
|
Item
5. Interest in Securities of the
Issuer.
(a)
As
of the close of business on January 28, 2010, each of the GWI Entities and Mr.
Mu Hak You beneficially owns the aggregate number of shares of Common Stock set
forth in the chart below, representing the percentage of the outstanding shares
of Common Stock of the Issuer set forth in the chart below. (The
percentages used herein are calculated based upon the shares of Common Stock of
the Issuer issued and outstanding as of October 31, 2009 as reported on the
Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange
Commission for the quarterly period ended September 30, 2009):
|
|
Aggregate Number of Shares of Common
Stock
|
Percentage
of Common
Stock
|
|
GWI
|
4,708,167
|
9.2%
|
|
GWI
Private
|
310,539
|
0.6%
|
|
GWI
Consultoria
|
310,539,
which includes 310,539 shares directly owned by GWI
Private.
|
0.6%
|
|
Mu
Hak You
|
5,018,706,
which includes (i) 4,708,167 shares directly owned by GWI and (ii) 310,539
shares directly owned by GWI Private.
|
9.8%
|
Mr. Mu
Hak You and GWI Consultoria do not directly own any shares of the
Issuer. GWI Consultoria has investment and voting power with respect
to the shares of Common Stock directly owned by GWI Private. Mr. Mu Hak You
beneficially owns 100% of GWI, 99.99% of GWI Consultoria and 96.00% of GWI
Private, and serves as a Director of GWI and a Director of GWI
Consultoria. GWI Consultoria may be deemed to beneficially own the
shares of the Issuer owned by GWI Private. Mr. Mu Hak You may be
deemed to beneficially own the shares of the Issuer owned by GWI, GWI
Consultoria and GWI Private.
(b)
As
of the close of business on January 28, 2010, with respect to each of the GWI
Entities and Mr. Mu Hak You, the number of shares of Common Stock as to which
such person has: sole power to vote or direct the vote, shared power to vote or
direct the vote, sole power to dispose or direct the disposition, or shared
power to dispose or direct the disposition is set forth in the chart
below.
|
Name
|
sole
power to vote or direct
the
vote
|
shared
power to vote or direct
the
vote
|
sole
power to dispose or direct the
disposition
|
shared
power to dispose or direct the
disposition
|
|
GWI
|
0
|
4,708,167
|
0
|
4,708,167
|
|
GWI
Private
|
0
|
310,539
|
0
|
310,539
|
|
GWI
Consultoria
|
0
|
310,539
|
0
|
310,539
|
|
Mu
Hak You
|
0
|
5,018,706
|
0
|
5,018,706
|
(c)
Information
concerning transactions in the shares of Common Stock effected by the GWI
Entities or Mr. Mu Hak You during the last 60 days is set forth in the chart
below. All such transactions were effected in open market
purchases.
|
Date
|
Name
|
Transaction
|
Amount of Shares
|
Price per Share ($)
|
|
11/30/2009
|
GWI
|
Buy
|
242,464
|
1.19
|
|
11/30/2009
|
GWI
|
Buy
|
135,329
|
1.17
|
|
12/04/2009
|
GWI
|
Buy
|
180,354
|
1.16
|
|
12/07/2009
|
GWI
|
Buy
|
54
|
1.14
|
|
12/14/2009
|
GWI
|
Buy
|
120,874
|
1.20
|
|
12/15/2009
|
GWI
|
Buy
|
862
|
1.19
|
|
12/16/2009
|
GWI
|
Buy
|
100,018
|
1.18
|
|
12/17/2009
|
GWI
|
Buy
|
99,687
|
1.18
|
|
12/21/2009
|
GWI
|
Buy
|
7,235
|
1.18
|
|
12/22/2009
|
GWI
|
Buy
|
36,277
|
1.18
|
|
12/23/2009
|
GWI
|
Buy
|
9,362
|
1.18
|
|
12/28/2009
|
GWI
|
Buy
|
11,467
|
1.20
|
|
12/29/2009
|
GWI
|
Buy
|
10,000
|
1.19
|
|
12/30/2009
|
GWI
|
Buy
|
10,000
|
1.19
|
|
12/31/2009
|
GWI
|
Buy
|
25,000
|
1.19
|
|
12/31/2009
|
GWI
|
Buy
|
40,419
|
1.18
|
|
01/04/2010
|
GWI
|
Buy
|
10.000
|
1.18
|
|
01/04/2010
|
GWI
|
Buy
|
3,000
|
1.18
|
|
01/05/2010
|
GWI
|
Buy
|
30,000
|
1.18
|
|
01/06/2010
|
GWI
|
Buy
|
28,254
|
1.18
|
|
01/06/2010
|
GWI
|
Sell
|
(28,254)
|
1.18
|
|
01/21/2010
|
GWI
Private
|
Sell
|
(358,519)
|
2.65
|
|
01/21/2010
|
GWI
Private
|
Buy
|
358,519
|
2.65
|
|
01/21/2010
|
GWI
Private
|
Sell
|
(47,980)
|
2.61
|
|
01/21/2010
|
GWI
|
Sell
|
(358,519)
|
2.65
|
|
01/21/2010
|
GWI
|
Buy
|
358,519
|
2.65
|
d)
No
person other than Mr. Mu Hak You or GWI is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the GWI Shares. No person other than Mr. Mu Hak You, GWI
Consultoria or GWI Private is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the GWI
Private Shares.
(e)
Not
applicable.
Except as
described above, to the knowledge of the GWI Entities and Mr. Mu Hak You, no
executive officer or director of any GWI Entity (other than Mr. Mu Hak You)
beneficially owns any shares of Common Stock of the Issuer, has sole or shared
power over the voting or disposition of any shares of the Common Stock of the
Issuer, or has engaged in any transaction in any shares of the Common Stock of
the Issuer during the sixty days immediately preceding the date
hereof.
Item
6.
|
Contracts,
Arrangements, Understanding or Relationships With Respect to Securities of
the Issuer.
|
None of
the GWI Entities or Mr. Mu Hak You or, to their knowledge, any other executive
officer or director of the GWI Entities, has any other contracts, arrangements,
understandings or relationships with any persons with respect to the securities
of the Issuer.
CUSIP
No.
410495105
|
|
13D
|
|
Page 8
of 11
Pages
|
Item
7.
|
Materials
to be Filed as Exhibits.
|
|
1.
|
Exhibit
A – Letter, dated January 28, 2010, from GWI Enterprise Ltd. to Joseph K.
Rho, Chairman of the Board of Directors of Hanmi Financial
Corporation.
|
2.
Exhibit B – Joint
Filing Agreement.
CUSIP
No.
410495105
|
|
13D
|
|
Page
of 9 of 11
Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Date: February
5, 2010
|
|
GWI ENTERPRISE
LTD
.
|
|
|
By:
/s/ Mu Hak
You
|
|
|
Name: Mu Hak
You
|
|
|
Title: Director
|
|
|
|
|
|
FUNDO
DE INVESTIMENTO EM ACOES GWI
PRIVATE INVESTIMENTO NO
EXTERIOR
|
|
|
|
|
|
By: BNY
Mellon Servicos
Financeiros
Distribuidora de Títulos e Valores Mobiliarios S.A., as
Administrator
|
|
|
|
|
|
/s/ M
á
rcio
Ferrett
|
|
|
Name: M
árcio
Ferrett
|
|
|
Title:
Procurador
|
|
|
|
|
|
By:
/s/ Paulo Andr
é
Silva
de
Oliveira
|
|
|
Name: Paulo Andr
é
Silva
de Oliveira
|
|
|
Title:
Procurador
|
|
|
|
|
|
GWI
CONSULTORIA PARTICIPACOES E
SERVICOS LTDA
|
|
|
|
|
|
By:
/s/ Mu Hak You
|
|
|
Name: Mu Hak
You
|
|
|
Title: Director
|
|
|
|
|
|
/s/ Mu Hak
You
|
|
|
Mu
Hak You
|
Exhibit
A
January
28, 2010
Joseph K.
Rho
Chairman
of the Board of Directors
Hanmi
Financial Corporation
3660
Wilshire Boulevard
Penthouse
Suite A
Los
Angeles, California 90010
Dear Mr.
Rho
:
The
purpose of this letter is to inform you of our interest in exploring an
acquisition of equity interests in Hanmi Financial Corporation (“Hanmi”) by GWI
Enterprise Ltd. (“GWI”) or one or more of its affiliates. We believe Hanmi’s
core franchise represents a solid foundation to build a successful and
profitable bank based upon a return to the straightforward community banking
focus on which the bank was founded. We believe the proposal outlined below
represents a unique opportunity for Hanmi’s shareholders and employees to
maximize value and to position the bank to remain a leader in serving the needs
of its community.
We are
prepared to move forward in an expeditious manner. We have held preliminary
meetings with state and federal regulatory bodies outlining our interests in
pursuing a transaction with a California-based community bank and have engaged
Dechert LLP as our legal advisor and FBR Capital Markets & Co. as our
financial advisor to assist us on the transaction.
Key terms
of our proposal are outlined below:
Investment:
|
Subject
to due diligence, we would propose making an investment that would result
in GWI holding a majority interest in Hanmi. We believe that we have
sufficient available funds to complete the transaction in an expedited
manner.
|
|
|
Valuation:
|
We
would propose an investment in Hanmi at book value adjusted for
mark-to-market valuation adjustments based on third party review of the
loan portfolio.
|
|
|
Timing:
|
We
are prepared to enter into a customary confidentiality agreement
immediately to facilitate discussions with management and associated due
diligence. We would anticipate delivering a formal proposal within three
to four weeks of gaining such access.
|
|
|
Nonexclusivity:
|
We
recognize that, consistent with your fiduciary duties, you have been and
likely will continue to explore all alternatives for raising capital and
preserving shareholder value. As such, we would not ask for an exclusivity
period while we conduct our diligence.
|
|
|
We and
our advisors would appreciate an opportunity to discuss such a potential
transaction with you and your advisors at your earliest convenience and would
ask that your counsel contact either David Harris or William Tuttle of Dechert
LLP at 202.261.3300 and that your financial advisor contact Bob Brown of FBR
Capital Markets & Co. at 949.724.4154. In the meantime, we urge you not to
take any action that might preclude us from submitting a formal, competitive
offer. We believe it is in your shareholders’ best interests to maximize the
potential alternatives available to the Company that might prevent a regulatory
seizure, and believe we can offer an alternative approach which could maximize
shareholder value.
|
|
Sincerely
yours,
|
|
|
|
|
|
GWI Enterprise
Ltd.
|
|
|
By:
/s/ Mu Hak
You
|
|
|
Mu Hak You
|
|
|
Director
|
|
|
|
Exhibit
B
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them of
a Statement on Schedule 13D (including any and all amendments thereto) (the
“Schedule 13D”) with respect to the shares of Common Stock of Hanmi Financial
Corporation, a Delaware corporation, and further agree that this Joint Filing
Agreement shall be included as an Exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely
filing of the Schedule 13D and any amendments thereto, and for the accuracy
and completeness of the information concerning such party contained therein;
provided, however, that no party is responsible for the accuracy or completeness
of the information concerning any other party, unless such party knows or has
reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if
the signature on each counterpart were upon the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of
February 5, 2010.
|
|
GWI ENTERPRISE
LTD
.
|
|
|
By:
/s/ Mu Hak
You
|
|
|
Name: Mu Hak
You
|
|
|
Title: Director
|
|
|
|
|
|
FUNDO
DE INVESTIMENTO EM ACOES GWI
PRIVATE INVESTIMENTO NO
EXTERIOR
|
|
|
|
|
|
By: BNY
Mellon Servicos
Financeiros
Distribuidora de Títulos e Valores Mobiliarios S.A., as
Administrator
|
|
|
|
|
|
By:
/s/ M
á
rcio
Ferrett
|
|
|
Name: M
árcio
Ferrett
|
|
|
Title:
Procurador
|
|
|
|
|
|
By:
/s/ Paulo
Andr
é
Silva
de
Oliveira
|
|
|
Name: Paulo Andr
é
Silva
de Oliveira
|
|
|
Title:
Procurador
|
|
|
|
|
|
GWI
CONSULTORIA PARTICIPACOES E
SERVICOS LTDA
|
|
|
|
|
|
By:
/s/ Mu Hak You
|
|
|
Name: Mu Hak
You
|
|
|
Title: Director
|
|
|
|
|
|
/s/ Mu Hak
You
|
|
|
Mu
Hak You
|