Bank of Virginia Announces Reverse Stock Split
03 Ottobre 2012 - 10:44PM
Bank of Virginia (the "Bank") (Nasdaq:BOVA) (www.bankofva.com),
today announced a 1-for-5 reverse stock split of its shares of
common stock, which will be effected just prior to market open on
October 4, 2012. The reverse stock split was previously approved by
the Bank's shareholders at the Annual Meeting of Shareholders held
on June 28, 2012.
As a result of the reverse stock split, every five shares of
common stock issued and outstanding prior to the opening of trading
on October 4, 2012 will be consolidated into one issued and
outstanding share. The reverse stock split reduces the number of
issued and outstanding shares of common stock from 15,494,849
shares to 3,098,970 shares. No fractional shares of common stock
will be issued as a result of the reverse stock split, and any
fractional shares will be paid in cash. Proportional adjustments
will be made to the Bank's outstanding stock options. The Bank's
authorized shares will remain unchanged.
The reverse stock split is intended to increase the per share
trading price of the Bank's shares of common stock to satisfy the
$1.00 minimum bid price requirement for continued listing on the
NASDAQ Capital Market. As previously announced, in order to
maintain the Bank's listing on NASDAQ, on or before October 29,
2012, the Bank's common stock must have a closing bid price of
$1.00 or more for a minimum of 10 consecutive trading days prior to
October 29, 2012. There can be no assurance that the reverse stock
split will have the desired effect of raising the closing bid price
of the Bank's common stock prior to October 29, 2012, to meet this
requirement.
Trading of the Bank's shares of common stock on the NASDAQ
Capital Market will continue, on a split-adjusted basis, with the
opening of the markets on Thursday, October 4, 2012, under new
CUSIP number 06544P 203. The Bank's shares will continue to trade
on the Nasdaq Capital Market under the symbol "BOVA".
Information for Shareholders
Shareholders of record as of the effective date will receive a
letter of transmittal shortly after October 4, 2012 providing
instructions for the exchange of their certificates. Shareholders
holding shares in brokerage accounts will be contacted by their
brokers with instructions. The Bank has retained its transfer
agent, Registrar & Transfer Bank to act as its exchange agent
for the reverse split. Registrar & Transfer Bank can be
contacted at (804) 368-5948.
For more information on the reverse stock split, please refer to
the Bank's proxy materials for its most recently held annual
meeting of shareholders which can be accessed through the Bank's
website at http://www.bankofva.com.
About Bank of Virginia
Bank of Virginia, a state chartered bank headquartered in
Midlothian, Virginia, currently operates four full-service offices
in the counties of Chesterfield and Henrico, Virginia. Bank of
Virginia's common stock is traded on the NASDAQ stock market under
the quotation symbol "BOVA". Additional investor relations
information can be found on the internet at www.bankofva.com. Bank
of Virginia is a member of the FDIC and Equal Housing Lender.
Forward-looking Statements
This news release contains forward-looking statements. These
forward-looking statements may include: statements regarding the
ability of the Bank to maintain compliance with the NASDAQ Capital
Market's minimum bid price requirement for continued listing; any
statements of the plans and objectives of management for future
operations any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing.
Forward-looking statements are typically identified by words such
as "believe," "expect," "anticipate," "intend," "outlook,"
"estimate," "forecast," "project" and other similar words and
expressions. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time.
Forward-looking statements speak only as of the date they are made.
Bank of Virginia does not assume any duty and does not undertake to
update forward-looking statements. Because forward-looking
statements are subject to assumptions and uncertainties, actual
results or future events could differ, possibly materially, from
those that Bank of Virginia anticipated in its forward-looking
statements and future results could differ materially from
historical performance. Factors that could cause or contribute to
such differences include those factors and risks referenced from
time to time in Bank of Virginia's filings with the Board of
Governors of the Federal Reserve System. For any forward-looking
statements made in this press release or in any documents, Bank of
Virginia claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
CONTACT: Jack Zoeller, Chairman & CEO, 804-763-1333
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