Regency Affiliates RAFI.pk 1-100 r/s split cash out fractional shares @ $6.00
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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE FORM OF YOUR SHARE OWNERSHIP
Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If you own shares through a brokerage account or bank or other nominee, you are considered the “beneficial owner” of the shares and the shares are commonly referred to as being held in “street name.” If you hold shares of our common stock in “street name,” then your broker, bank or other nominee is considered the stockholder of record with respect to those shares and not you. We intend to treat stockholders holding shares of our common stock in street name through a nominee (such as a bank or broker) in the same manner as stockholders whose shares are registered in their own name. Accordingly, if you hold 100 or more shares of common stock in street name, your shares will not be purchased in the Reverse Stock Split and you will remain a stockholder after consummation of the Transaction. On the other hand, if you hold fewer than 100 shares of common stock in street name, it is our intention that you receive cash for your shares. However, the bank, broker or other nominee holding your shares may have its own internal procedures with respect to transactions like the Reverse Stock Split that may lead to a different result. For example, your nominee may also hold shares for other beneficial owners of our common stock such that, in the aggregate, the nominee holds 100 or more shares, and the nominee may not be obligated to treat the Transaction as affecting the holdings of each individual beneficial owner. In that case, you would not receive cash for your shares. IF YOU HOLD FEWER THAN 100 SHARES OF OUR COMMON STOCK IN STREET NAME, WE ENCOURAGE YOU TO CONTACT YOUR BANK, BROKER OR OTHER NOMINEE DIRECTLY AS SOON AS POSSIBLE TO DETERMINE HOW THEY INTEND TO TREAT YOUR SHARES AND, IF DESIRED, TO MAKE ARRANGEMENTS TO CHANGE THE FORM OF OWNERSHIP OF YOUR SHARES.
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The following questions and answers are intended to serve as a guide to understanding how your shares will be treated in the Transaction. The answers below assume that brokers or other nominees of street name holders will apply the Transaction to each street name holder’s account independent of other accounts maintained by that nominee. If you own your shares in “street name”, please contact your broker to determine how the Transaction will affect your shares, and, if desired, to make arrangements to change the form of your ownership of shares.
Q: IF I OWN LESS THAN 100 COMMON SHARES, HOW WILL I BE AFFECTED BY THE TRANSACTION?
A: Regency’s stockholders holding fewer than 100 shares immediately prior to the effective time of the Reverse Stock Split will no longer own such shares after the Transaction and instead will be entitled to receive a cash payment from Regency of $6.00 for each such share, without interest.
Q: IF I OWN LESS THAN 100 COMMON SHARES, IS THERE ANY WAY I CAN CONTINUE TO OWN MY SHARES AFTER THE TRANSACTION?
A: Yes. If you own fewer than 100 shares, you can avoid having those shares purchased in the Reverse Stock Split, and continue to hold those shares after the Transaction, by purchasing additional shares and holding those shares such that you are the owner of 100 or more shares in the same discrete account. However, there has been very limited historical trading in Regency’s shares so you may not be able to acquire additional shares at prices you would consider to be reasonable, or at all. Your increased holdings would need to be reflected prior to the effective time of the Reverse Stock Split.
Q: IF I OWN 100 OR MORE COMMON SHARES, HOW WILL I BE AFFECTED BY THE TRANSACTION?
A: If you own 100 or more shares immediately prior to the effective time of the Reverse Stock Split, following the Transaction, you will continue to hold the same number of shares of Regency’s common stock. You will not be entitled to receive any cash in the Transaction.
Q: IS THERE ANYTHING I CAN DO IF I OWN 100 OR MORE COMMON SHARES, BUT WOULD LIKE TO TAKE ADVANTAGE OF THE OPPORTUNITY TO RECEIVE CASH FOR MY SHARES AS A RESULT OF THE TRANSACTION?
A: Yes. If you own 100 or more shares, you can take advantage of the opportunity to receive cash for your shares in one of two ways:
· first, you can sell some of your shares such that the number of shares you hold immediately prior to the effective time of the Reverse Stock Split is less than 100 (however, there has been very limited historical trading in Regency’s shares so you may not be able to sell shares at prices you would consider to be reasonable, or at all); or
· second, you can divide your ownership among multiple and distinct accounts, such as a retirement account or account for a family member, prior to the effective time of the Reverse Stock Split, such that each discrete account holds less than 100 shares. For purposes of the Transaction, we will presume that shares of Regency common stock held by a discrete owner are held distinct from shares held by any other owner except where the names of the owners are the same or substantially similar and Regency has reason to believe based on the holder’s addresses or other indications that the shares are held by the same owner. If you so divide your holdings, you will be entitled to receive cash in the Transaction for the shares held in each distinct account that holds less than 100 shares.
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Q: WHAT HAPPENS IF I OWN 100 OR MORE COMMON SHARES, BUT THE SHARES ARE SPLIT AMONG DISTINCT ACCOUNTS AND I HOLD LESS THAN 100 COMMON SHARES IN EACH ACCOUNT?
A: We do not intend to pay cash to holders of 100 shares or more; however, there can be no assurance that our transfer agent will be able to successfully compare your holdings across multiple brokerage and/or record accounts. Accordingly, there is a significant risk that shares held by you in accounts with less than 100 shares will be purchased in the Reverse Stock Split even though you collectively own more than 100 shares of our common stock. To ensure that your shares will not be purchased in the Reverse Stock Split, you should contact your broker for shares held by you in street name, and our transfer agent for shares held by you of record, in order to register all of your holdings of record and/or consolidate your holdings in a single account.
Q: WHY IS THE COMPANY PROPOSING TO DO THE FORWARD STOCK SPLIT FOLLOWING THE REVERSE STOCK SPLIT?
A: The purpose of the Forward Stock Split is to make the Transaction as non-disruptive as possible to stockholders who are not receiving cash in the Transaction. Stockholders who are not entitled to receive cash in the Transaction will not be required to turn in their share certificates or otherwise take any action in connection with the Transaction. The Forward Stock Split is also intended to guard against an excessive increase in the Company’s share price following the Transaction which could otherwise potentially result from the Reverse Stock Split. See “Special Factors – Purpose and Reasons for the Transaction” and “The Transaction – Exchange of Certificates”.
Q: DO THE OFFICERS AND DIRECTORS OF REGENCY THAT CONSIDERED THE TRANSACTION HAVE ANY POTENTIAL CONFLICTS OF INTEREST THAT THE COMPANY’S STOCKHOLDERS SHOULD BE AWARE OF?
A: Yes. Our officers and directors own more than 100 shares of Regency’s common stock, and will remain stockholders of Regency following the consummation of the Transaction. Following the Transaction and subsequent deregistration of Regency’s common stock, Regency’s officers and directors will no longer be subject to certain filing requirements under the Exchange Act. See “Special Factors – Fairness of the Transaction - Interests of Regency’s Directors and Executive Officers and Affiliates in the Transaction”
Q: AM I ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE TRANSACTION?
A: No. Stockholders do not have appraisal or dissenters’ rights under Delaware state law or Regency’s certificate of incorporation or bylaws in connection with the Transaction. As a result, regardless of whether you believe the $6.00 per share is fair, you will not be entitled to demand that the Delaware Court of Chancery appraise the fair value of your shares or to receive payment in an amount determined in an appraisal pursuant to Section 262 of the Delaware General Corporation Law. See “The Transaction – No Appraisal or Dissenters’ Rights; Escheat Laws”.
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