Each right allows purchase of three common shares at 22.12% discount
By Toni Weeks
San Luis Obispo, Calif., Feb. 12 – Village Bank & Trust Financial Corp. could raise $14.59 million by issuing subscription rights, according to a 424B2 filing with the Securities and Exchange Commission.
The company will distribute non-transferable subscription rights to purchase up to a total of 1,051,866 common shares. Shareholders will receive one subscription right per common share owned as of 5 p.m. ET on Jan. 20. Each subscription right allows the purchase of three common shares at $13.87 per share. The per-share price is a 22.12% discount to the closing share price of $17.81 on Feb. 11.
The company has entered into a standby purchase agreement with Kenneth R. Lehman, who has agreed to purchase at the subscription price the lesser of (i) $8 million of common shares, (ii) all shares not purchased by shareholders exercising their basic subscription privilege and (iii) the maximum number of shares that may be purchased without causing an ownership change.
Subscription rights will expire at 5 p.m. ET on March 20 if not exercised.
Compass Point Research & Trading, LLC and Boenning & Scattergood, Inc. are the sales agents, and Computershare, Inc. is the subscription agent.
According to the filing, Village Bank is conducting the offering to raise equity capital to improve its capital position, provide additional capital to help achieve and maintain capital ratios required by the bank’s consent order with the Federal Deposit Insurance Corp. and the Virginia Bureau of Financial Institutions and for general corporate purposes.
The bank holding company is based in Midlothian, Va.
| Issuer: | Village Bank & Trust Financial Corp.
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| Issue: | Subscription rights, each one exercisable for three common shares
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| Amount: | $14,589,381.42
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| Shares: | 1,051,866
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| Price: | $13.87
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| Warrants: | No
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| Agents: | Compass Point Research & Trading, LLC and Boenning & Scattergood, Inc.
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| Investor: | Kenneth R. Lehman
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| Pricing date: | Feb. 12
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| Expiration date: | March 20
|
| Stock symbol: | Nasdaq: VBFC
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| Stock price: | $17.81 at close Feb. 11
|
| Market capitalization: | $5.68 million
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