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-99.2 - EX-99.2 - Xenith Bankshares, Inc. | w80493a1exv99w2.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-99.6 - 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 99.7
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 Security Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and
other nominees in connection with the rights offering (the Rights Offering) by Hampton Roads
Bankshares, Inc. (the Company) of shares of Common Stock (as such term is defined below),
pursuant to non-transferable subscription rights (the Rights) distributed to all holders of
record (the Recordholders) of shares of Company 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 offering prospectus dated , 2010 (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, each beneficial owner of shares of Common Stock
registered in your name or the name of your nominee is entitled to one Right for each share of
Common Stock owned by such beneficial owner at 5:00 p.m., Eastern Time, on the Record Date. Each
Right will allow the holder thereof 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 a Recordholder owned
100 shares of Common Stock as of 5:00 p.m., Eastern Time, on the Record Date, it 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.
If a holder purchases all of the shares of Common Stock available to it pursuant to its Basic
Subscription Right, it may also exercise an over-subscription privilege (the Over-Subscription
Privilege) to purchase a portion of any shares of our Common Stock that are not purchased by our
shareholders through the exercise of their Basic Subscription Right (the Unsubscribed Shares).
If, however, over-subscription requests exceed the number of shares of Common Stock available, we
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 at 5:00 p.m., Eastern Time, on the Record Date, relative to the number of shares owned
at 5:00 p.m., Eastern Time, on the Record Date by all
shareholders exercising the Over-Subscription Privilege.
Each Recordholder will be required to submit payment in full for all the shares it wishes to
buy with its Over-Subscription Privilege. Because we will not know the total number of Unsubscribed
Shares prior to
the expiration of the Rights Offering, if a Recordholder wishes to maximize the
number of shares it purchases pursuant to the Recordholders Over-Subscription Privilege, the
Recordholder 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 the Recordholder, assuming that no
shareholders other than you have purchase any shares of Common Stock pursuant to their Basic
Subscription Right. Fractional shares of Common Stock resulting from the exercise of the
Over-Subscription Privilege will be eliminated 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 each Recordholder will actually be entitled to
purchase the number of shares of Common Stock issuable upon the exercise of its Over-Subscription
Privilege in full at the expiration of the Rights Offering. The Company will not be able to satisfy
a Recordholders exercise of the Over-Subscription Privilege if all of the shareholders exercise
their Basic Subscription Rights in full, and we 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.
| To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to a Recordholder pursuant to the Over-Subscription Privilege is less than the amount the Recordholder actually paid in connection with the exercise of the Over-Subscription Privilege, the Recordholder will be allocated only the number of Unsubscribed Shares available to it as soon as practicable after the Expiration Time, and the Recordholders excess subscription payment received by the subscription agent will be returned, without interest or penalty, as soon as practicable. | ||
| To the extent the amount the Recordholder 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 the Recordholder pursuant to the Over-Subscription Privilege, such Recordholder will be allocated the number of Unsubscribed Shares for which it actually paid in connection with the Over-Subscription Privilege. |
We are asking persons who hold shares of Common Stock beneficially and who have received the
Rights distributable with respect to those shares through a broker, dealer, commercial bank, trust
company or other nominee, as well as persons who hold certificates of Common Stock directly and
prefer to have such institutions effect transactions relating to the Rights on their behalf, to
contact the appropriate institution or nominee and request it to effect the transactions for them.
All commissions, fees and other expenses (including brokerage commissions and transfer taxes),
other than fees and expenses of the subscription agent, incurred in connection with the exercise of
the Rights will be for the account of the holder of the Rights, and none of such commissions, fees
or expenses will be paid by the Company or the subscription agent.
Enclosed are copies of the following documents:
1. | Prospectus; | ||
2. | A form of letter that may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or the name of your nominee, with an attached form of instructions; |
3. | Beneficial Owner Election Form; | ||
4. | Nominee Holder Certification; | ||
5. | Notice of Tax Information; and | ||
6. | A return envelope addressed to Registrar and Transfer Company, the subscription agent. |
Your prompt action is requested. To exercise the Rights, you should deliver the
properly completed Beneficial Owner Election Form, with payment of the Subscription Price in
full for each share of Common Stock subscribed for pursuant to the Basic Subscription Right
and the Over-Subscription Privilege, to the subscription agent, as indicated in the
Prospectus. The subscription agent must receive the Beneficial Owner Election Form with
payment of the Subscription Price, including final clearance of any checks, prior to the
Expiration Time. A Recordholder cannot revoke the exercise of its Rights. Rights not exercised
prior to the Expiration Time will expire.
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,
Hampton Roads Bankshares, Inc.
Hampton Roads Bankshares, Inc.
NOTHING IN THE PROSPECTUS OR IN THE OTHER ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS
AN AGENT OF HAMPTON ROADS BANKSHARES, INC., THE SUBSCRIPTION AGENT OR ANY OTHER PERSON MAKING OR
DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO
THE OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.