Shares of common stock not subscribed for in the subscription and community offerings will be offered to the general public in a syndicated offering through a syndicate of selected dealers. Keefe, Bruyette & Woods, Inc. will act as sole book-running manager and Sterne, Agee & Leach, Inc. will act as co-manager for the syndicated offering, which will be conducted on a best efforts basis. We may begin the syndicated offering at any time following the commencement of the subscription offering.At the conclusion of the conversion and offering, shareholders of HBOS other than Heritage MHC will receive shares of common stock of the Company pursuant to an “exchange ratio” designed to preserve their aggregate 24% ownership interest. The exchange ratio will depend on the number of shares sold in the offering and will range from 0.7777 shares at the minimum of the offering range to 1.0522 shares at the maximum of the offering range (and 1.2101 at the adjusted maximum of the offering range). In addition, the Company will be 100% owned by public stockholders and will own 100% of the stock of HeritageBank of the South. We will issue up to 3,060,402 shares of common stock in the exchange at the adjusted maximum. The Plan of Conversion and Reorganization of Heritage MHC must be approved by the members of Heritage MHC (depositors HeritageBank of the South as of September 30, 2010) and the shareholders of HBOS as of October 8, 2010. A special meeting of members of Heritage MHC and a special meeting of shareholders of HBOS have been called for November 23, 2010. Proxy materials are being mailed to members of Heritage MHC and shareholders of HBOS on or about October 22, 2010. Completion of the conversion and offering is also subject to, among other things, the receipt of final regulatory approvals. We expect that the Company’s common stock will trade on the Nasdaq Global Market under the symbol “HBOSD” for a period of 20 trading days following the completion of the offering and then will revert to the symbol ‘HBOS.”
Except for the historical information contained in this press release, the matters discussed may be deemed to be forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, including changes in economic conditions in HBOS’s market area, changes in policies by regulatory agencies and other governmental initiatives affecting the financial services industry, fluctuations in interest rates, demand for loans in the HBOS’s market area, the future earnings and capital levels of HeritageBank of the South, which would affect the ability of HBOS or the Company to pay dividends in accordance with their dividend policies, competition, and other risks detailed from time to time in HBOS’s or the Company’s SEC reports. Actual strategies and results in future periods may differ materially from those currently expected. These forward-looking statements represent HBOS’s and the Company’s judgment as of the date of this release. HBOS and the Company disclaim, however, any intent or obligation to update these forward-looking statements.A registration statement relating to the securities of the Company has been filed with the SEC. This news release is not an offer to sell or the solicitation of an offer to buy common stock, which is made only pursuant to a prospectus, nor shall there be any sale of common stock in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such state. The Company has filed a proxy statement/prospectus concerning the conversion with the SEC. Shareholders of HBOS are encouraged to read the proxy statement/prospectus. Investors are able to obtain all documents filed with the SEC free of charge at their website, www.sec.gov.