Porter Bancorp, Inc. Holds Special Shareholders Meeting
March 02 2015 - 7:00AM
Business Wire
Shareholders Approve Issuance of Common
Shares, Amendment of Non-Voting Shares, and Proposal to Implement
Increase in Authorized Shares
Exchange Transaction Increases Shareholders’
Equity
Porter Bancorp, Inc. (NASDAQ: PBIB), parent company of PBI Bank,
announced today that shareholders approved the issuance of common
shares, an amendment of non-voting common shares and a proposal to
implement an increase in authorized shares at a special meeting of
shareholders held on February 25, 2015.
In comments made at the meeting, John T. Taylor, President and
CEO of Porter Bancorp, Inc., stated, “We are pleased our
shareholders approved the proposals at today’s meeting. With these
approvals, we can complete the previously announced transaction in
which we were able to retire our Series A Preferred stock and
Series C Preferred stock in exchange for newly issued common and
preferred stock. The net effect of the exchange transaction
increased our total shareholders’ equity by approximately $7.4
million, increased our common shareholders’ equity by approximately
$42.9 million, and our total issued and outstanding common and
non-voting shares now total approximately 25.4 million.”
“Shareholder approval was required by NASDAQ for the issuance of
the new shares. We are pleased to announce that 93.7% of Porter
Bancorp’s shareholders voting on the proposal were in favor of the
transaction. We believe this exchange transaction and shareholder
approval represent an important step in strengthening our capital
position and is consistent with our plans to improve our capital
ratios. We also believe the participation of our directors in the
exchange highlights their confidence in Porter Bancorp’s future,”
concluded Taylor.
At the meeting, shareholders approved proposals for the
following:
- Issuing Common Shares, as required by
the NASDAQ rules, to permit the conversion of convertible preferred
shares issued in the exchange transaction into 4,053,600 Common
Shares and 6,458,000 Non-Voting Common Shares;
- Amending provisions governing
conversion of the Non-Voting Common Shares into Common Shares to
conform to the policy of the Federal Reserve Board and reset the
conversion ratio so that each Non-Voting Common Share is
convertible into one (1) Common Share; and
- Authorizing the Board of Directors to
increase the number of Common Shares and Non-Voting Common Shares
that Porter Bancorp is authorized to issue, up to the number
approved by shareholders in 2012, on an “as-needed” basis.
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 Statements
Statements 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.
PBIB-G
Porter Bancorp, Inc.John T. Taylor, 502-499-4800Chief Executive
Officer
Porter Bancorp, Inc. (delisted) (NASDAQ:PBIB)
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