Royal Bancshares Reports Entering Into Agreements for Private Placement
March 11 2014 - 8:57AM
Marketwired
Royal Bancshares Reports Entering Into Agreements for Private
Placement
NARBERTH, PA--(Marketwired - Mar 11, 2014) - Royal Bancshares of
Pennsylvania, Inc. ("Company" or "Royal") (NASDAQ: RBPAA), parent
company of Royal Bank America, announced that it had entered into
binding commitments with Emerald Advisers, Inc., a group of
institutional investors, certain directors and officers of Royal,
and other private investors to issue and sell a total of 11,656,666
shares of Royal's Class A common stock in a private
placement. The issuance of the shares in the private placement
was previously approved by the Company's shareholders at the 2013
annual meeting. Emerald and the group of institutional
investors have each agreed to purchase up to 2,400,000 shares of
Class A common stock in the private placement. The Company was
pleased to be able to attract seasoned financial services
institutional investors in the private placement.
Royal's obligation to issue such shares in the private
placement, and the purchasers' obligation to purchase such shares,
is contingent on, among other things (i) Royal receiving approval
from the Board of Governors of the Federal Reserve to bid to
purchase shares of Royal's Fixed Rate Cumulative Perpetual
Preferred Stock, Series A issued in 2009 to the United States
Department of the Treasury under the TARP program in an auction of
such shares to be conducted by the Treasury, and (ii) at least part
of Royal's bid to purchase such shares being accepted in such
auction. The number of shares to be issued in the private
placement is subject to adjustment based on the total purchase
price of the Series A TARP shares that Royal is successful in
purchasing in the auction. In addition, no purchaser will be
obligated to purchase, and Royal will not be obligated to issue
shares to any purchaser, if after giving effect to the issuance of
such shares such purchaser would own more than 9.9% of the Class A
common stock outstanding, except for existing shareholders who
currently own in excess of that amount. All shares issued in
the private placement will be sold at a price of $1.20 per share.
The date of the auction has not been scheduled.
As previously announced, the Company has filed a registration
statement with the Securities and Exchange Commission with respect
to a shareholder rights offering for up to 5,000,000 Class A shares
that the Company expects to conduct in connection with the auction
described above. The purchase price for the Company's Class A
shares in the shareholder rights offering will be $1.20 per
share.
About Royal Bancshares of Pennsylvania, Inc.
Royal Bancshares of Pennsylvania, Inc., headquartered in
Narberth, Pennsylvania, is the parent company of Royal Bank
America, which for the past 50 years has played a lead role in the
growth and development of our region by empowering small
businesses, entrepreneurs and individuals to achieve their
financial goals and enrich our communities. More information on
Royal Bancshares of Pennsylvania, Inc., Royal Bank America and its
subsidiaries can be found at www.royalbankamerica.com.
Forward-Looking Statements
The foregoing material may contain forward-looking statements.
We caution that such statements may be subject to a number of
uncertainties, and actual results could differ materially;
therefore, readers should not place undue reliance on any
forward-looking statements. Royal Bancshares of Pennsylvania, Inc.
does not undertake, and specifically disclaims, any obligation to
publicly release the results of any revisions that may be made to
any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date
of such statements. For a discussion of the factors that could
cause actual results to differ from the results discussed in any
such forward-looking statements, see the filings made by Royal
Bancshares of Pennsylvania, Inc. with the Securities and Exchange
Commission, including its Annual Report -- on Form 10-K for the
year ended December 31, 2012.
Company Contact: Marc Sanders Vice President - Marketing
610.668.4700 Email Contact
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