PDL Community Bancorp and Ponce Financial Group, Inc. Announce Results of PDL Shareholder Offer and Voting Results; Ponce Bank Mutual Holding Company Adjourns Special Membership Meeting to Continue Soliciting Additional Membership Votes
BRONX, New York, December 28, 2021 (GLOBE NEWSWIRE) – PDL Community Bancorp (âPDLâ) (NASDAQ: PDLB), the holding company of Ponce Bank (the âBankâ), Mortgage World Bankers, Inc. (âMortgage World â) and Ponce Financial Group, Inc. (â Ponce Financial Group â), today announced (i) the results of the subscription offer, as detailed below, and (ii) as of the extraordinary shareholders’ meeting held in December On December 28, 2021, the shareholders of PDL approved (a) the conversion and reorganization plan, under which Ponce Financial Group will be the new holding company of the Bank and Mortgage World once the second stage of conversion and proposed reorganization Ponce Bank Mutual Holding Company (âPBMHCâ) and (b) the financing of the Ponce De Leon Foundation (the âFoundationâ). The closing date of the conversion and reorganization, of the financing of the Foundation and of the simultaneous subscription offer has not yet been determined and is subject to the satisfaction of customary closing conditions, including the approval of members of PBMHC.
A total of 13,242,195 common shares of Ponce Financial Group are expected to be sold under the subscription offer at a price of $ 10.00 per share. In addition, as part of the conversion, each outstanding PDL ordinary share held by public shareholders (i.e. shareholders other than PBMHC) on the closing date will be converted into the right to receive 1.38733 common shares of Ponce Financial Group in exchange for each common share of PDL. This exchange ratio ensures that upon closing of the conversion and the offer, the public shareholders will hold approximately the same percentage of the overall ownership interest in Ponce Financial Group that they held in PDL before the closing of the transaction. Cash will be issued in lieu of fractional shares based on the offering price of $ 10.00 per share. Ponce Financial Group will also contribute 397,266 shares to the Foundation. At closing, the total outstanding shares of Ponce Financial Group are expected to be 24,572,441 shares, before taking into account adjustments for fractional shares. Janney Montgomery Scott LLC was the selling agent for Ponce Financial Group in connection with the subscription offer.
In addition, the PBMHC called its extraordinary meeting of members on December 28, 2021, at which a quorum was present. In order to give members more time to vote for the conversion and reorganization plan and the financing of the Foundation, the special meeting was adjourned until Friday, January 7, 2022 at 4 p.m. EST, at which time it will meet again at the same location, 2244 Westchester Avenue, Bronx, NY 10462. Members who have not yet voted can vote by Internet, phone or mail by following the instructions on the proxy card previously received or, to facilitate voting, by calling Laurel Hill Advisory Group at 888-742-1305.
About PDL Community Bancorp
PDL Community Bancorp is the financial holding company of Ponce Bank and Mortgage World Bankers, Inc. Ponce Bank is a minority depository institution, community development financial institution and approved lender by the Small Business Administration. The activity of the Bank consists mainly of receiving deposits from the general public and, to a lesser extent, alternative sources of financing and investing these deposits, together with the funds generated by operations and borrowings, in mortgage loans. , comprised of 1-4 family residences (investor-owned and owner-occupied), multi-family residences, non-residential properties and construction and land, and, to a lesser extent, in business and home loans. consumption. The Bank also invests in securities, which include securities of the US government and federal agencies and securities issued by companies sponsored or owned by the government, as well as mortgage-backed securities, bonds and corporate bonds. and shares of the Federal Home Loan Bank. Mortgage World Bankers, Inc. is a mortgage lender operating in five states. As a Federal Housing Administration (âFHAâ) approved Title II lender, Mortgage World Bankers, Inc. creates and sells FHA-guaranteed single-family mortgages to investors, as well as conventional mortgages.
Certain statements contained in this document constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the provisions of the sphere of security of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes”, “will”, “will”, “expects”, “draft”, “may”, ” could â,â developments â,â strategic â,â launch, ââ opportunities â,â anticipates â,â estimates â,â envisages â,â plans â,â targets âand similar expressions. These statements are based on the current beliefs and expectations of PDL management and are subject to significant risks and uncertainties. Actual results may differ materially from those stated in forward-looking statements due to many factors. Factors that could cause such differences include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on PDL’s business operations; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or on the local markets in which PDL operates, including changes that negatively affect the ability of borrowers to service and repay PDL loans; the anticipated impact of the COVID-19 pandemic and PDL mitigation attempts; changes in the value of securities in PDL’s investment portfolio; changes in loan default and write-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; declines in deposit levels requiring increased borrowing to finance loans and investments; operational risks, including, but not limited to cybersecurity, fraud and natural disasters; changes in government regulations; changes in accounting standards and practices; the risk that intangible assets recorded in PDL’s financial statements will be impaired; demand for loans in PDL’s market area; PDL’s ability to attract and hold deposits; risks associated with the implementation of acquisitions, disposals and restructuring; the risk that PDL will not be successful in implementing its business strategy; changes in the assumptions used to make these forward-looking statements and the risk factors described in the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the âSECâ), which are available on the SEC’s website, www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. PDL disclaims any obligation to publicly update or revise forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as applicable law or regulation requires it.
A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to purchase common shares.
PDL has filed a power of attorney / prospectus relating to the conversion and reorganization with the Securities and Exchange Commission. PDL shareholders are urged to read the Management Proxy Circular / Prospectus as it contains important information. Investors can obtain all documents filed with the Securities and Exchange Commission by PDL and Ponce Financial Group free of charge from the Securities and Exchange Commission website, www.sec.gov. In addition, documents filed with the Securities and Exchange Commission by PDL and Ponce Financial Group are available free of charge from the Corporate Secretary of PDL at 2244 Westchester Avenue, Bronx, New York 10462, Attention: Corporate Secretary.
The directors, officers and certain other officers and employees of PDL participate in the solicitation of proxies in favor of the conversion and reorganization of PDL shareholders and PBMHC members. Information about the directors and officers of PDL is included in the Management Proxy Circular / Prospectus filed with the Securities and Exchange Commission.
Common stocks are not savings accounts or savings deposits, may lose value, and are not insured by the Federal Deposit Insurance Corporation or any other government agency.