Investor Relations

Georgia Primary Bank

Holding Company Formation of Primary Bancshares Corporation
Frequently Asked Questions

Below are Frequently Asked Questions regarding the transition of shares held in Georgia Primary Bank (the “Bank”) to shares held in the new holding company, Primary Bancshares Corporation (“PBC”). We will also update this webpage with the current status of the first annual shareholders meeting for PBC.

  • When is the annual meeting for Primary Bancshares Corporation?
      June 15, 2021 at 5:00 P.M. via Zoom – Shareholders are invited to remotely attend the Annual Shareholders Meeting by requesting the web link or conference call instructions for the audio/visual presentation. Please email your request for the web link or audio conference call instructions to InvestorRelations@GaPrimary.com prior to June 15, 2021.

  • How will I exchange my shares in Georgia Primary Bank for shares in Primary Bancshares Corporation?
      In the coming weeks, a transmittal letter from Pacific Stock Transfer Company will be mailed to holders of Bank stock (preferred and common) to communicate the steps required to enact the plan of share exchange to receive PBC stock. NOTE: the letter of transmittal will be sent to your brokerage firm if that is where your stock certificate is held (for example, in an IRA). Preferred shares held in the Bank will convert to Common shares in PBC.

  • What should I do if I do not receive a transmittal letter from Pacific Stock Transfer Company?
      If your stock is held in a brokerage account (for example, in an IRA), the transmittal letter will be sent to the brokerage firm holding your stock. Please notify your account representative at the brokerage firm to expect the transmittal letter and to follow the instructions in order to complete the share exchange.
      If you hold your stock certificate and do not receive a transmittal letter during the second quarter, please notify us at InvestorRelations@GaPrimary.com.

  • What if I cannot find my Bank stock certificate?
      The letter of transmittal will include an Affidavit for Lost Stock Certificate(s), however, there is a cost associated with a lost certificate as this requires bonding and a premium must be paid by the shareholder. A bond premium is typically 3% of the total stock value represented by the lost certificate. The transfer agent may charge other incidental fees in addition to the bond premium.

  • If I hold my shares of the Bank in “book entry” form at Computershare, what will happen in the share exchange?
      Shares held in “book entry” at Computershare will transfer to “book entry” at Pacific Stock Transfer Company.

  • What is “book entry”? How does this differ from holding the physical stock certificate?
      “Book entry” is a system of tracking ownership of securities where no physical certificate is issued to investors. The “book entry” form offers several advantages: no lost or damaged certificates, ease of record keeping, and no costs associated with replacing lost certificates.

  • Will I receive the same number of shares in Primary Bancshares Corporation that I have in Georgia Primary Bank?
      The number of shares you hold in the Bank will convert to the same number of PBC shares. Preferred shares held in the Bank will become Common shares in PBC. Common shares held in the Bank will become Common shares in PBC. Shareholders will own the same proportional share interests in PBC as they held in the Bank.

  • Why are my Preferred shares in the Bank being exchanged for Common shares in PBC?
      Preferred shares in the Bank represented a non-voting class of shares. In issuing all Common shares in PBC, former Preferred shareholders of the Bank are now voting shareholders of PBC.

  • Why is a bank holding company formation necessary?
      A holding company structure positions us to be proactive rather than reactive to strategic opportunities in the future. A holding company is advantageous for raising capital or subordinated debt. While there are no current plans to acquire other entities or raise additional capital or subordinated debt, the holding company structure provides greater flexibility when those strategic opportunities arise.

  • Will PBC shares be traded on an exchange?
      There are currently no plans to list PBC shares on a publicly traded stock exchange. PBC will remain a privately-held entity. To sell your PBC shares will require a private placement with a party interested in buying those shares.

  • Will the holding company pay dividends?
      PBC is a one-bank holding company, so the Bank will continue to drive the financial performance of the consolidated entity. The Bank must achieve positive cumulative retained earnings in order to pay dividends without seeking regulatory approval. The Board of Directors will consider the consolidated company’s financial position in light of regulatory capital requirements and future strategic growth objectives in determining a dividend strategy.

    Please email your request for the web link and audio conference instructions to InvestorRelations@GaPrimary.com prior to June 15, 2021.