Xenith Bankshares, Inc. Announces Reverse Stock Split
December 07 2016 - 4:16PM
Xenith Bankshares, Inc. (Nasdaq:XBKS) (the “Company”), parent
company of Xenith Bank, today announced a reverse stock split of
the Company’s outstanding shares of common stock at a ratio of
1-for-10.
The Company’s shareholders granted the Board of Directors the
authority to effect the reverse stock split at the Company’s annual
meeting of shareholders held on November 21, 2016.
The reverse stock split is scheduled to take effect at 9:00 AM
Eastern Time on December 13, 2016 (the “Effective Time”). At the
Effective Time, every 10 issued and outstanding shares of the
Company’s common stock will be reclassified and converted into one
validly issued, fully paid and non-assessable share of common
stock. The par value of each share of common stock will remain
unchanged at $0.01 per share.
Trading in the Company’s common stock on a split adjusted basis
is expected to begin at the market open on December 13, 2016. The
Company’s common stock will continue trading on the NASDAQ Stock
Market under the symbol “XBKS” but will be assigned a new CUSIP
number.
As a result of the reverse stock split, the issued and
outstanding number of shares of the Company’s common stock will be
reduced from approximately 230,908,387 to approximately 23,090,838.
Proportional adjustments will be made to the Company's outstanding
stock options, warrants and equity incentive plans.
No fractional shares will be issued as a result of the reverse
stock split. Rather, shareholders of fractional shares of the
Company’s common stock will receive a cash payment at a price equal
to the closing price of the Company’s common stock as of the
Effective Time. Shareholders of record will receive information
from Computershare Investor Services, the Company’s transfer agent,
regarding their ownership following the reverse stock split and
cash in lieu of fractional share payments, if applicable.
Shareholders who hold their shares in brokerage accounts or “street
name” are not required to take any action in connection with the
reverse stock split. Shareholders who hold certificated
shares will be notified by Computershare Investor Services
regarding the exchange of their certificates in connection with the
reverse stock
split.
About Xenith Bankshares, Inc.
Xenith Bankshares, Inc. (“XBKS”) is the holding company for
Xenith Bank, a full-service commercial bank headquartered in
Richmond, Virginia. XBKS is the fifth largest community bank
by deposits headquartered in the Commonwealth of Virginia.
Xenith Bank specifically targets the banking needs of middle market
and small businesses, local real estate developers and investors,
and retail banking clients. XBKS also offers marine finance
floorplan and end-user products through its Shore Premium Finance
division of Xenith Bank. Xenith Bank’s regional area of
operations spans from Baltimore, Maryland and Rehoboth Beach,
Delaware, to Raleigh and eastern North Carolina, complementing its
significant presence in Greater Washington, D.C., Greater Richmond,
Virginia, Greater Hampton Roads, Virginia and on the Eastern Shore
of Maryland and Virginia. Xenith Bank has 42 full-service
branches and five loan production offices located across these
areas with its headquarters centrally-located in Richmond. XBKS’s
common stock trades on The NASDAQ Stock Market under the symbol
“XBKS.”
Additional information about XBKS and its subsidiaries can be
found at www.xenithbank.com.
Caution About Forward-Looking
Statements
All statements other than statements of historical facts
contained in this press release are forward-looking
statements. Forward-looking statements made in this press
release reflect beliefs, assumptions and expectations of future
events or results, taking into account the information currently
available to XBKS. These beliefs, assumptions and
expectations may change as a result of many possible events,
circumstances or factors, not all of which are currently known to
XBKS. If a change occurs, XBKS’s business, financial
condition, liquidity, results of operations and prospects may vary
materially from those expressed in, or implied by, the
forward-looking statements. Accordingly, you should not place
undue reliance on these forward-looking statements. Factors
related to the Gateway Bank Mortgage, Inc. (“GBMI”) transaction
that may cause actual results to differ materially from those
contemplated by these forward-looking statements include among
others a higher than expected number of GBMI employees leaving GBMI
prior to the closing, funding and sale of loans currently in
process. Additional factors include among others:
difficulties and delays in integrating the combination of the
Hampton Roads Bankshares, Inc. and legacy Xenith Bankshares, Inc.
businesses or fully-realizing cost savings and other benefits;
business disruptions following the merger; changes in asset quality
and credit risk; the inability to sustain revenue and earnings
growth; changes in interest rates and capital markets; inflation;
customer borrowing, repayment, investment and deposit practices;
customer disintermediation; the introduction, withdrawal, success
and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement
integration plans and other consequences associated with mergers,
acquisitions and divestitures; economic conditions; the inability
to realize deferred tax assets within expected time frames or at
all; and the impact, extent and timing of technological changes,
capital management activities and other actions of the Federal
Reserve Board and legislative and regulatory actions and reforms;
and the risks discussed in XBKS’s public filings with the
Securities and Exchange Commission, including those outlined under
“Risk Factors” in XBKS’s registration statement on Form S-4
(Registration Statement No: 333-210643). Except as required
by applicable law or regulations, XBKS does not undertake, and
specifically disclaims any obligation, to update or revise any
forward-looking statement.
Contact:
Thomas W. Osgood
Executive Vice President, Chief Financial Officer,
Chief Administrative Officer and Treasurer
(804) 433-2209
tosgood@xenithbank.com
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