MIDLOTHIAN, Va., Oct. 3, 2012 (GLOBE NEWSWIRE) -- Bank of Virginia (the "Bank") (Nasdaq:BOVA) (www.bankofva.com), today announced that its Board of Directors has approved a 1-for-5 reverse stock split of its shares of common stock. The reverse split will become effective when trading begins on October 4, 2012. Shareholder approval of the reverse stock split was voted at the Annual Meeting of Shareholders held on June 28, 2012.
Jack Zoeller, Chairman and CEO of Bank of Virginia, stated: "Completing this reverse stock split was necessary to maintain our listing on the NASDAQ Capital Market, increase the attractiveness of our stock to investors and continue the sequence of steps we announced last month to facilitate the raising of additional capital to support the Bank's strategic growth."
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. As previously announced, in order to maintain the Bank's listing on NASDAQ, 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.
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.