Attached files
file | filename |
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S-1/A - S-1/A - Xenith Bankshares, Inc. | w80493a1sv1za.htm |
EX-5.1 - EX-5.1 - Xenith Bankshares, Inc. | w80493a1exv5w1.htm |
EX-4.11 - EX-4.11 - Xenith Bankshares, Inc. | w80493a1exv4w11.htm |
EX-99.1 - EX-99.1 - Xenith Bankshares, Inc. | w80493a1exv99w1.htm |
EX-4.10 - EX-4.10 - Xenith Bankshares, Inc. | w80493a1exv4w10.htm |
EX-99.3 - EX-99.3 - Xenith Bankshares, Inc. | w80493a1exv99w3.htm |
EX-23.2 - EX-23.2 - Xenith Bankshares, Inc. | w80493a1exv23w2.htm |
EX-99.5 - EX-99.5 - Xenith Bankshares, Inc. | w80493a1exv99w5.htm |
EX-99.7 - EX-99.7 - Xenith Bankshares, Inc. | w80493a1exv99w7.htm |
EX-99.6 - EX-99.6 - Xenith Bankshares, Inc. | w80493a1exv99w6.htm |
EX-99.4 - EX-99.4 - Xenith Bankshares, Inc. | w80493a1exv99w4.htm |
EX-99.9 - EX-99.9 - Xenith Bankshares, Inc. | w80493a1exv99w9.htm |
EX-99.8 - EX-99.8 - Xenith Bankshares, Inc. | w80493a1exv99w8.htm |
EX-99.10 - EX-99.10 - Xenith Bankshares, Inc. | w80493a1exv99w10.htm |
Exhibit 99.2
HAMPTON ROADS BANKSHARES, INC.
SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF COMMON STOCK
OFFERED PURSUANT TO SUBSCRIPTION RIGHTS
DISTRIBUTED TO SHAREHOLDERS
OF HAMPTON ROADS BANKSHARES, INC.
DISTRIBUTED TO SHAREHOLDERS
OF HAMPTON ROADS BANKSHARES, INC.
, 2010
To Our Clients:
Enclosed for your consideration are
a prospectus, dated , 2010 (the
Prospectus), and the Beneficial Owner Election Form relating to the offering (the Rights
Offering) by Hampton Roads Bankshares, Inc. (the Company) of shares of Common Stock (as defined
below) pursuant to non-transferable subscription rights (the Rights) distributed to all holders
of record of shares of the Companys common stock, par value $0.01 per share (the Common Stock),
at 5:00 p.m., Eastern Time, on September 29, 2010 (the Record Date). The Rights and Common Stock
are described in the Prospectus.
In the Rights Offering, the Company is offering an aggregate of 100,000,000 shares of Common
Stock, as described in the Prospectus.
The Rights will expire, if not exercised prior to 5:00 p.m., Eastern Time, on
, 2010, unless extended (as it may be extended, the Expiration Time).
As described in the accompanying Prospectus, you will receive one Right for each share of
Common Stock owned on the Record Date. Each Right will allow you to subscribe for 2.2698 shares of
Common Stock (the Basic Subscription Right) at the cash price of $0.40 per full share (the
Subscription Price). For example, if you owned 100 shares of Common Stock as of 5:00 p.m.,
Eastern Time, on the Record Date, you would receive 100 Rights and would have the right to purchase
226.98 shares of Common Stock (rounded down to 226 shares, with the total subscription payment
being adjusted accordingly, as discussed below) for the Subscription Price.
In the event that you purchase all of the shares of Common Stock available to you pursuant to
your Basic Subscription Right, you may also exercise an over-subscription privilege (the
Over-Subscription Privilege) to purchase shares of our Common Stock that are not purchased by our
shareholders through the exercise of their Basic Subscription Rights (the Unsubscribed Shares),
subject to availability and the allocation process more fully described in the Prospectus. If
over-subscription requests exceed the number of shares of Common Stock available, the Company will
allocate the available shares of Common Stock pro rata among the shareholders exercising the
Over-Subscription Privilege in proportion to the number of shares of Common Stock owned by such
shareholder as of 5:00 p.m., Eastern Time, on the Record Date, relative to the number of shares
owned on the Record Date by all shareholders exercising the Over-subscription Privilege.
You will be required to submit payment in full for all the shares you wish to buy with your
Over-Subscription Privilege. Because the Company will not know the total number of Unsubscribed
Shares prior to the Expiration Time, if you wish to maximize the number of shares you purchase
pursuant to your Over-Subscription Privilege, you will need to deliver payment in an amount equal
to the aggregate Subscription Price for the maximum number of shares of Common Stock available to
you, assuming that no
shareholders
other than you have purchased any shares of Common Stock pursuant to the Basic Subscription Right.
The Company will eliminate fractional shares of Common Stock resulting from the exercise of the
Over-Subscription Privilege by rounding down to the nearest whole share, with the total
subscription payment being adjusted accordingly. Any excess subscription payments received by the
subscription agent will be returned, without interest or penalty, as soon as practicable.
The Company can provide no assurances that you will actually be entitled to purchase the
number of shares of Common Stock issuable upon the exercise of your Over-Subscription Privilege in
full at the expiration of the Rights Offering. The Company will not be able to satisfy your
exercise of the Over-Subscription Privilege if all of our shareholders exercise their Basic
Subscription Rights in full, and the Company will only honor an Over-Subscription Privilege to the
extent sufficient shares of Common Stock are available following the exercise of subscription
rights under the Basic Subscription Rights. See The Rights Offering Subscription Rights
Over-Subscription Privilege in the Prospectus for more information on how the over-subscription
shares will be allocated.
| To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to you pursuant to the Over-Subscription Privilege is less than the amount you actually paid in connection with the exercise of the Over- Subscription Privilege, you will be allocated only the number of Unsubscribed Shares available to you as soon as practicable after the Expiration Time, and your excess subscription payment received by the subscription agent will be returned, without interest or penalty, as soon as practicable. | ||
| To the extent the amount you actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to you pursuant to the Over- Subscription Privilege, you will be allocated the number of Unsubscribed Shares for which you actually paid in connection with the Over-Subscription Privilege. |
THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK
CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME, EXERCISES AND SALES OF RIGHTS MAY BE
MADE ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to elect to subscribe for any
shares of Common Stock to which you are entitled pursuant to the terms and subject to the
conditions set forth in the enclosed Prospectus. However, we urge you to read the document
carefully before instructing us to exercise your Rights.
If you wish to have us, on your behalf, exercise the Rights for any shares of Common Stock to
which you are entitled, please so instruct us by completing, executing and returning to us the
Beneficial Owner Election Form.
Your Beneficial Owner Election Form to us should be forwarded as promptly as possible in order
to permit us to exercise Rights on your behalf in accordance with the provisions of the Rights
Offering. Please contact us for our deadline with respect to your submission of the Beneficial
Ownership Election Form. Once you have exercised the Basic Subscription Right or the
Over-Subscription Privilege, such exercise may not be revoked.
Additional copies of the enclosed materials may be obtained by contacting the Company by
calling Douglas J. Glenn, our Executive Vice President, General Counsel, and Chief Operating
Officer at (757) 217-3634 or via e-mail at dglenn@bofhr.com. Any questions or requests for
assistance concerning the rights offering should be directed to the Company.
Very truly yours,
Recordholder
Recordholder