Ben Franklin Financial, Inc. (OTC PINK: BFFI), the former holding company for Ben Franklin Bank of Illinois, today announced that its Board of Directors has approved a distribution of $10.35 per share to its stockholders of record as of the close of business on October 22, 2020. The payment of the distribution will be initiated on October 23, 2020. This distribution will be made in accordance with the Company’s previously announced voluntary Plan of Dissolution and Complete Liquidation (the "Liquidation Plan") that was approved by its stockholders at a special meeting of stockholders held on February 18, 2020.
Dissolution Plan Update
The Company is continuing to wind up its operations and resolve all outstanding liabilities and creditor claims. After paying the above distribution amount, any remaining funds will be used for the payment of final dissolution expenses, the settlement of any final claims and expenses and the establishment of any necessary reserve amounts in connection with winding up the Company.
The Company expects the final winding up process to take up to three years and that the amount of any funds remaining following the completion of such process, will be nominal. After completion of the final winding up process following dissolution, the Board of Directors may decide to donate any remaining funds to charitable organizations or make a second distribution to stockholders.
Removal from the OTC Pink Marketplace
The Company’s common stock continues to be quoted on the OTC Pink marketplace. However, in order to receive the $10.35 per share distribution, shareholders will be required to return their stock certificates or, if held electronically via book entry, their shares will be cancelled.
Upon completion of this distribution, the Company anticipates that its shares will be removed from the OTC Pink marketplace and that further trading will not be permitted. There can be no guarantee on the timing of when its shares will be removed from the OTC Pink marketplace, and the Company does not intend to provide an additional notice of its removal.
The Company’s Paying Agent
The Company has appointed Computershare to serve as the Company’s paying agent for the distribution. You may contact Computershare with any question about your shares and the distribution.
Below is the contact information for Computershare:
Attn: Corporate Actions
P.O. Box 505004
Louisville KY 40233-5004
Stockholders who hold shares in book entry accounts at our transfer agent, Computershare, will receive checks in the amount of their cash distribution. Stockholders who hold shares through a broker or other DTC registered nominee will receive their cash distribution directly into their account at such broker or other nominee. Stockholders with any shares represented by certificates will receive a letter of transmittal with instructions on how to return their certificates in exchange for the cash distribution.
Forward Looking Statements
This Press Release contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended). These statements include, but are not limited to, the anticipated timing and amount of the cash distribution to stockholders, the anticipated removal of the Company’s shares from the OTC Pink marketplace, and other statements identified by words such as "will", "expect", "intends", "believe", "anticipate", "estimate", "should", "intend", "plan", "potential", "predict" "project", "aim", and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the management of the Company, as well as assumptions made by, and information currently available to, such management, and involve risks and uncertainties, many of which are beyond the control of the Company and its management, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place reliance on such statements.
Particular uncertainties that could materially affect actual results include any risks associated with the proposed completion of the Company’s Plan of Dissolution and Complete Liquidation, such as: (1) uncertainties as to the timing and expense related to remaining winding up and liquidation activities; (2) unexpected claims of third parties that have not yet been presented to the Company; and (3) unexpected costs, charges or expenses realized in the process of winding up.
The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive. The Company does not intend to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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C. Steven Sjogren
CEO, Ben Franklin Financial, Inc.