HCSB Financial Corporation Private Trading System
We are pleased to announce the launch of the HCSB Financial Corporation Private Trading System, a mechanism created to assist buyers and sellers facilitate trades in our common stock. The following information describes the operation, participation, terms and benefits of the Private Trading System. Should you have any questions regarding the Private Trading System, please contact Denise Floyd (the "PTS Officer") at (843) 716-6103 or at dfloyd@horrycountystatebank.com.
What is the Private Trading System?
The Private Trading System is a passive, non-execution system designed to match interested buyers and sellers of our common stock. Specifically, the Private Trading System acts as a forum where current shareholders and members of the general public may access and submit offer information to buy or sell shares of common stock of HCSB Financial Corporation (the "Company").
Participants will submit offer information to the Company which will be placed onto the Private Trading System. Participants will then negotiate terms of the transaction and finalize the transaction with our transfer agent, First Citizens Bank, with no involvement by the Company, Horry County State Bank (the "Bank") or any of our officers, directors, or employees.
How much does it cost to participate in the Private Trading System?
Participation in the Private Trading System is free of charge. No officer, director or employee of the Company or the Bank may charge or receive any compensation relating to the submission of offer information or the potential transaction.
How is offer information submitted to the Private Trading System?
Participants should submit written offers to purchase or sell shares of our common stock using the Stock Transfer Request Form to the PTS Officer by mail to HCSB Financial Corporation,
Any participant that is registered as a broker-dealer, an associated person of a broker-dealer, or who has a state securities license is required to identify that fact to the other participants in his offer information. In addition, participants are prohibited from submitting an offer to buy at one price and an offer to sell at a higher price ("two-sided quotes").
How is offer information amended once submitted to the Private Trading System?
Participants wishing to amend offer terms to purchase or sell shares of our common stock should submit written amended offer terms using the Stock Transfer Request Form (and checking the appropriate box on the form) to the PTS Officer by mail to HCSB Financial Corporation, P.O. Box 218, Loris, South Carolina, 29569, facsimile to (843) 716-6213, or email to dfloyd@horrycountystatebank.com. We will then place the amended information onto the Private Trading System.
Where can participants find additional information about recent trades in our common stock?
The Company’s common stock is not listed on an exchange, and private trades and trades on the OTC Bulletin Board are limited and sporadic. Thus, there is currently a limited public trading market in the Company’s common stock. Local buyers and sellers have privately negotiated many of the trades of which the Company is aware. Below are the list of trades in which the Company is aware over a three-year period.
Where can participants find more information about the Company and our Bank?
By visiting our website, http://www.hcsbaccess.com/, and clicking on the "Investor Information" tab to gain access to our SEC EDGAR Filing Database, participants may view all filings required to be filed electronically with the SEC. Filings submitted prior to 1996, the effective date for mandatory electronic filings, were submitted in paper format and, therefore, will not appear in the database. Copies of our filings with the SEC are available through the SEC website by clicking here.
Note that links to third-party sites are provided for your convenience. Such sites are not within the Company's or the Bank's control and may not follow the same privacy, security or accessibility standards as ours. The third party is responsible for the content and availability of its sites, partners or advertisers.
What information should be included in an offer to purchase or sale common stock of the Company?
Participants must submit the following information via a stock transfer request form to the PTS Officer by mail to HCSB Financial Corporation,
- name, address, telephone number, and any other contact mechanisms where such participant may by reached by the Company;
- whether the participant elects to make his contact information public or private to interested parties on the Private Trading System;
- the number of shares of stock offered for sale or desired to be purchased;
the desired ask or bid price per share of common stock; - the desired termination date of the offer (if any); and
whether the transfer request is a new request or an amendment to an existing transfer request.
How are participants contacted?
Once offer information has been submitted to the PTS Officer via a Stock Transfer Request Form, we will place the offer information on the Private Trading System for current shareholders and members of the general public to access by contacting the PTS Officer at (843) 716-6103 or dfloyd@horrycountystatebank.com to receive the current Private Trading System Offer List. Interested parties may then contact other participants using the contact information listed on the offer list. If a participant elects not to disclose his or her contact information on the Private Trading System, then interested parties should contact the PTS Officer to obtain such person's contact information.
How is a transaction completed?
To properly complete a transaction, participants must take the following steps:
(1) Both parties must complete a standard contract and the buyer must deliver a certified check for the purchase price of the shares.
The parties should evidence the transaction by properly executing the Stock Sale and Purchase Agreement, which can be obtained by contacting the PTS Officer at (864) 716-6103 or at dfloyd@horrycountystatebank.com.
The Stock Sale and Purchase Agreement should include the number of shares sold, the total purchase price, and the purchase price per share. The seller should execute and mail the Stock Sale and Purchase Agreement to the buyer, who, upon receipt, should execute and mail to the seller this Agreement along with a certified check for the total amount of the purchase price of the shares.
Note that, in lieu of mailing the executed Stock Sale and Purchase Agreement and certified check, the parties may meet at a mutually agreeable location (including any branch of the Bank) to execute the Stock Sale and Purchase Agreement and deliver the certified check for the total amount of the purchase price of the shares.
(2) The seller must sign the stock certificate guaranteed by a medallion signature stamp.
The seller must have his signature "guaranteed" before the transfer agent will accept the transaction. Most transfer agents insist on signature guarantees because they limit their liability and losses if a signature turns out to be forged. To accomplish this, the seller may bring the stock certificate to the Bank where it will be simultaneously signed by the seller and guaranteed by the Bank through the medallion signature stamp.
(3) The seller must fill out the appropriate transfer information on the back of the stock certificate.
The seller must list his social security number or tax identification number, the number of certificated shares to be transferred, and the name, address, date and telephone number of the buyer (or his designee) on the back of the stock certificate. This may be accomplished by prescribing the information directly on the back of the share certificate.
(4) The seller must mail the stock certificate to the transfer agent.
The seller must mail the stock certificate, along with the required transfer information, to the Company's transfer agent at the following address:
First Citizens Bank
Mail Code: FCC61
Upon receipt of the stock certificate, the transfer agent will cancel the stock certificate and issue and mail a new certificate to the buyer (or his designee) listed in the transfer information.
Note that, if desirable by the seller, the seller may prefer to delay mailing the stock certificate to the Company's transfer agent until the seller has received the certified check from the buyer.
(5) The seller must notify the PTS Officer of the final terms of the transaction.
The seller must notify the PTS Officer of the final terms of the transaction, including the date, price, and number of shares sold. This can be accomplished by delivering to the PTS Officer a copy of the executed Stock Sale and Purchase Agreement.
What else should participants know about the Private Trading System?
Neither the Company nor the Bank is registered as a national securities exchange, securities information processor, broker, dealer or investment advisor. Absent an available exemption, the registration requirements of the federal securities laws apply to all offers and sales through the Private Trading System. All applicable federal and state securities laws (including the anti-fraud and anti-manipulation provisions) apply to any offer made or transaction consummated using the Private Trading System.
The information set forth on the Private Trading System does not consist of firm quotes, but rather is merely a list of names, addresses and telephone numbers of interested buyers and sellers, the number of shares of common stock offered for sale or desired to be purchased, and the price at which the proposed transaction would occur. We do not assure that any particular transaction will occur as to any particular number of shares or at any particular price. All transactions between participants must be executed by the participants independent of the Company, the Bank, and any of our employees. Trades in the Company's stock over a three-year period which are listed on the Private Trading System are based solely on data that has been reported to the Company and may not include all trades over such three-year period. The Company makes no representation regarding the accuracy of the data or the value of the shares for the trades listed over the three-year period.
