Exhibit 99.1(b)
INSTRUCTIONS FOR USE OF CLARKSTON FINANCIAL CORPORATION
SHAREHOLDER RIGHTS CERTIFICATE
CONSULT THE COMPANY OR YOUR BANK OR BROKER
AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the “Rights Offering”) by Clarkston Financial Corporation (the “Company”), to the holders of its common stock (the “Common Stock”), as described in the Company’s prospectus dated ________________, 2005 (the “Prospectus”). Holders of record of shares of the Common Stock at the close of business on ________________, 2005 (the “Record Date”) are receiving one (1) subscription right (collectively, the “Rights”), for every four (4) shares of the Common Stock held by them on the Record Date rounded down to the nearest whole number. Each Right is exercisable, upon payment of $_____________ in cash per share (the “Subscription Price”), to purchase one share of the Common Stock (the “Basic Subscription Privilege”).
In addition, subject to the limitations described in the Prospectus, each Rights holder who fully exercises the Basic Subscription Privilege also has the right to subscribe at the Subscription Price for additional shares of Common Stock (the “Over-Subscription Privilege”). Only the shares of Common Stock not subscribed for through the exercise of the Basic Subscription Privilege by the Expiration Date, as defined below, will be available for purchase pursuant to the Over-Subscription Privilege (the “Excess Shares”).
Nominee holders of Common Stock that hold, on the Record Date, shares for the account(s) of more than one beneficial owner may exercise the number of Rights to which all such beneficial owners in the aggregate would otherwise have been entitled if they had been direct record holders of Common Stock on the Record Date; provided such nominee holder makes a proper showing to the Company, as determined in the Company’s sole and absolute discretion.
The Rights will expire at 5:00 p.m., Eastern Daylight Time, on __________________, 2005 (the “Expiration Date”).
The number of Rights to which you are entitled is set forth on the face of your Shareholder Rights Certificate. You should indicate your elections with regard to the exercise of your Rights by completing the appropriate form or forms on your Shareholder Rights Certificate and returning it to the subscription agent in the envelope provided. Your Shareholder Rights Certificate must be received by the subscription agent, including final clearance of any checks, on or before 5:00 p.m., Eastern Daylight Time, on _______________, 2005. If paying by uncertified check, please note that the funds paid thereby may take five business days or more to clear. See payment instructions below for additional information. You may not revoke any exercise of your Rights.
1. Subscription Privilege
To exercise Rights, complete the Shareholder Rights Certificate and deliver your properly completed and executed Shareholder Rights Certificate, together with payment in full of the Subscription Price for each share of Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege, to the subscription agent.
Payment of the Subscription Price must be made in U.S. dollars for the full number of shares of Common Stock being subscribed for by (a) check or bank draft (cashier’s check) drawn upon a United States bank payable to the order of Continental Stock Transfer & Trust Company, as agent for Clarkston Financial Corporation, or (b) wire transfer of same day funds to the account maintained by the subscription agent for such purpose at Account Name: Continental Stock Transfer & Trust Company As Agent for Clarkston Financial Corporation: Bank: JP Morgan Chase Bank, 52 Broadway, 6th Floor, New York, New York 10004: Account #: 475503880; ABA#: 02100021 (marked: Clarkston Financial Corporation — Rights Offering). The Subscription Price will be deemed to have been received by the subscription agent only upon (i) the clearance of any uncertified check, (ii) the receipt by the subscription agent of any certified check or bank draft drawn upon a U.S. bank, (iii) receipt by the subscription agent of any funds transferred by wire transfer, or (iv) receipt of funds by the subscription agent through an alternative payment method approved by the Company.
Exhibit 99.1(b) - 1
If paying by uncertified personal check, please note that the funds paid thereby may take five business days or more to clear. Accordingly, Rights holders who wish to pay the Subscription Price by means of an uncertified personal check are urged to make payment sufficiently in advance of the Expiration Date to ensure that such payment is received and clears by such date and are urged to consider payment by means of certified or cashier’s check, money order or wire transfer of funds. Banks, brokers, trusts, depositories or other nominee holders of the Rights who exercise the Basic Subscription Privilege and the Over-Subscription Privilege on behalf of beneficial owners of Rights will be required to certify to the Company on a Nominee Holder Certification Form, in connection with the exercise of the Over-Subscription Privilege, as to the aggregate number of Rights that have been exercised, and the number of shares of Common Stock that are being subscribed for pursuant to the Over-Subscription Privilege, by each beneficial owner of Rights on whose behalf such nominee holder is acting.
The address and facsimile numbers of the subscription agent are as follows:
Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Telephone: (212) 509-4000, Ext. 536 Facsimile: (212) 616-7610 |
Delivery of the Shareholder Rights Certificate to an address other than as set forth above or transmission via a facsimile machine other than as set forth above does not constitute a valid delivery.
The telephone numbers for inquiries, information or requests for additional documentation are as follows:
Clarkston Financial Corporation 6600 Highland Road, Suite 24 Waterford, Michigan 48327 Attn: Chief Financial Officer Telephone: (248) 922-6945 | Donnelly Penman & Partners LLP 17160 Kercheval Ave. Grosse Pointe, Michigan 48230 Attn: John Donnelly Telephone: (313) 446-9900 |
If you have not indicated the number of Rights being exercised, or if you have not forwarded full payment of the Subscription Price for the number of Rights that you have indicated are being exercised, you will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Rights which may be exercised for the Subscription Price payment transmitted or delivered by you, and to the extent that the Subscription Price payment transmitted or delivered by you exceeds the product of the Subscription Price multiplied by the number of Rights evidenced by the Shareholder Rights Certificate(s) transmitted or delivered by you (such excess being the “Subscription Excess”), you will be deemed to have exercised your Over-Subscription Privilege to purchase, to the extent available, that number of whole shares of the Common Stock equal to the quotient obtained by dividing the Subscription Excess by the Subscription Price, subject to the limit on the number of shares a Rights holder may purchase pursuant to the Over-Subscription Privilege, rounded down to the nearest whole number.
2. Conditions to Completion of the Rights Offering
There are no conditions to the completion of the Rights Offering. However, the Board of Directors of the Company may withdraw the Rights Offering in its sole discretion at any time prior to or on , 2005 for any reason (including, without limitation, a change in the market price of the Company’s common stock). If the Board of Directors of the Company withdraws the Rights Offering, any funds you paid will be promptly refunded, without interest or penalty.
3. Delivery of Common Stock
The following deliveries and payments will be made to the address shown on the face of your Shareholder Rights Certificate unless you provide instructions to the contrary on the Shareholder Rights Certificate.
(a) Basic Subscription Privilege. As soon as practicable after the valid exercise of the Rights, the Company will mail to each exercising Rights holder certificates representing shares of Common Stock purchased pursuant to the Basic Subscription Privilege.
Exhibit 99.1(b) - 2
(b) Over-Subscription Privilege. As soon as practicable after the Expiration Date, the Company will mail to each Rights holder who validly exercises the Over-Subscription Privilege the number of shares of Common Stock allocated to such Rights holder pursuant to the Over-Subscription Privilege.
(c) Cash Payments. As soon as practicable after the Expiration Date, the Company will mail to each Rights holder who exercises the Over-Subscription Privilege any excess funds, without interest, received in payment of the Subscription Price for each share of the Common Stock that is subscribed for by, but not allocated to, such Rights holder pursuant to the Over-Subscription Privilege.
4. Execution
(a) Execution by Registered Holder(s). The signature on the Shareholder Rights Certificate must correspond with the name of the registered holder exactly as it appears on the Shareholder Rights Certificate without any alteration or change whatsoever. If the Shareholder Rights Certificate is registered in the names of two or more joint owners, all of such owners must sign. Persons who sign the Shareholder Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Company in its sole and absolute discretion, must present to the Company satisfactory evidence of their authority to so act.
(b) Execution by Person Other than Registered Holder. If the Shareholder Rights Certificate is executed by a person other than the holder named on the face of the Shareholder Rights Certificate, proper evidence of authority of the person executing the Shareholder Rights Certificate must accompany the same unless, for good cause, the Company dispenses with proof of authority.
(c) Signature Guarantees. Your signature must be guaranteed by an eligible institution if you wish to specify special delivery instructions pursuant to the Shareholder Rights Certificate.
5. Method of Delivery
The method of delivery of Shareholder Rights Certificates and payment of the Subscription Price to the subscription agent will be at the election and risk of the Rights holder, but, if sent by mail, it is recommended that they be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent and the clearance of any checks sent in payment of the Subscription Price prior to the Expiration Date.
6. Substitute Form W-9
Each Rights holder who elects to exercise Rights through the Company should provide the Company with a correct Taxpayer Identification Number (“TIN”) and, where applicable, certification of such Rights holder’s exemption from backup withholding on Substitute Form W-9. Each foreign Rights holder who elects to exercise the Rights through the Company should provide the Company with certification of foreign status on Form W-8BEN. Copies of Form W-8BEN and additional copies of Substitute Form W-9 may be obtained upon request from the subscription agent at the address, or by calling the telephone number, indicated above. Failure to provide the information on the form may subject such holder to 28% federal income tax withholding with respect to dividends that may be paid by the Company on shares of Common Stock purchased upon the exercise of Rights (for those holders exercising Rights).
Exhibit 99.1(b) - 3