Bank of Botetourt Directors Approve Rights Offering

BUCHANAN, Va., Sept. 29, 2022 /PRNewswire/ -- Buchanan-based Bank of Botetourt (OTCPK: BORT) announced today that its Board of Directors, at its September 28, 2022, meeting approved a Series A Preferred Stock Rights Offering commencing on October 4, 2022. Bank of Botetourt is offering rights to purchase up to a maximum of 325,000 shares of its noncumulative, convertible, perpetual preferred stock at a price of $28.00 per share. If the maximum number of shares is sold and issued, the gross proceeds will be $9.1 million. The rights are being offered on a best-efforts basis by authorized representatives of Bank of Botetourt to current common stock shareholders of record and "street name" shareholders. 

A summary of the terms of the offer are as follows:

• Each shareholder receives 1 non-transferrable "Right" for every 7 shares of common stock owned on the record date of September 29, 2022.
  
  
  
• Shareholders can purchase 1 share of noncumulative, convertible Preferred Stock for each Right issued, known as the Basic Subscription.
  
  
  
• Shareholders exercising their Basic Subscription Rights in full will also be permitted to oversubscribe, subject to allotment and maximum limits, for additional Preferred shares not subscribed for by others in the Basic Subscription. 
  
  
  
• The subscription price is $28.00 per share and was based on the volume weighted average  price of our common stock's trading activity from September 5-23, 2022. 
  
  
  
  
• The Preferred Stock will pay a quarterly dividend based on an annual fixed rate of 7.00%.
  
  
  
• The Preferred Stock is perpetual, although any time after 5 years past the issuance date, at our Board of Directors' sole discretion, these shares may be converted 1-for-1 to Common Stock. 
  
  
  
• The expiration date for this offer of Preferred Stock is November 4, 2022. 

All of the Shares offered, sold or issued are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 3(a)(2) of the Securities Act, and it is not necessary in connection with the offer, sale and delivery of the Shares to register the Shares under the Securities Act.

The offering is being made pursuant to an offering circular and supplemental information to be mailed on approximately October 3, 2022, to existing common shareholders of record as of September 29, 2022. Prospective investors should read the circular and related documents for complete information about the Bank and the offering. These documents may be obtained at no charge by emailing your request to [email protected].

This press release does not constitute an offer to sell these securities or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Bank of Botetourt
Bank of Botetourt was chartered in 1899 and operates thirteen retail offices in Botetourt, Rockbridge, Roanoke, and Franklin counties, the City of Salem, and the Town of Vinton, all in Virginia. Bank of Botetourt also operates a mortgage division, Virginia Mountain Mortgage and a financial services division, Botetourt Wealth Management.  

Important Note Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" as defined by federal securities law, including those identified by words such as "anticipate," "believe," "could," "estimate," "expect," 'intend," "may," "plan," "potential," "project" and other similar expressions and variations. These forward-looking statements contain the Bank's expectations, plans, future financial performance, and other statements that are not historical facts. Although the Bank believes that its assumptions regarding these forward-looking statements are based on reasonable assumptions, actual results of performance could differ materially and are not guaranteed.  You are encouraged to review the risks, uncertainties, and other factors that affect the Bank's business and results of operations and an investment in its common stock that are detailed under the heading "Risk Factors" in the offering circular. These risks and inherent uncertainties should be considered in evaluating forward-looking statements contained in this report. We caution readers not to place undue reliance on those statements, which are specific as of the date of the press release. The Bank undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. 

SOURCE Bank of Botetourt

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