Royal Bancshares Reports Entering Into Agreements for Private Placement

Royal Bancshares Reports Entering Into Agreements for Private Placement 
NARBERTH, PA -- (Marketwired) -- 03/11/14 --  Royal Bancshares of
Pennsylvania, Inc. ("Company" or "Royal") (NASDAQ: RBPAA), parent
company of Royal Bank America, announced that it had entered into
binding commitments with Emerald Advisers, Inc., a group of
institutional investors, certain directors and officers of Royal, and
other private investors to issue and sell a total of 11,656,666
shares of Royal's Class A common stock in a private placement. The
issuance of the shares in the private placement was previously
approved by the Company's shareholders at the 2013 annual meeting.
Emerald and the group of institutional investors have each agreed to
purchase up to 2,400,000 shares of Class A common stock in the
private placement. The Company was pleased to be able to attract
seasoned financial services institutional investors in the private
placement. 
Royal's obligation to issue such shares in the private placement, and
the purchasers' obligation to purchase such shares, is contingent on,
among other things (i) Royal receiving approval from the Board of
Governors of the Federal Reserve to bid to purchase shares of Royal's
Fixed Rate Cumulative Perpetual Preferred Stock, Series A issued in
2009 to the United States Department of the Treasury under the TARP
program in an auction of such shares to be conducted by the Treasury,
and (ii) at least part of Royal's bid to purchase such shares being
accepted in such auction. The number of shares to be issued in the
private placement is subject to adjustment based on the total
purchase price of the Series A TARP shares that Royal is successful
in purchasing in the auction. In addition, no purchaser will be
obligated to purchase, and Royal will not be obligated to issue
shares to any purchaser, if after giving effect to the issuance of
such shares such purchaser would own more than 9.9% of the Class A
common stock outstanding, except for existing shareholders who
currently own in excess of that amount. All shares issued in the
private placement will be sold at a price of $1.20 per share. The
date of the auction has not been scheduled. 
As previously announced, the Company has filed a registration
statement with the Securities and Exchange Commissio
n with respect to
a shareholder rights offering for up to 5,000,000 Class A shares that
the Company expects to conduct in connection with the auction
described above. The purchase price for the Company's Class A shares
in the shareholder rights offering will be $1.20 per share. 
About Royal Bancshares of Pennsylvania, Inc. 
Royal Bancshares of Pennsylvania, Inc., headquartered in Narberth,
Pennsylvania, is the parent company of Royal Bank America, which for
the past 50 years has played a lead role in the growth and
development of our region by empowering small businesses,
entrepreneurs and individuals to achieve their financial goals and
enrich our communities. More information on Royal Bancshares of
Pennsylvania, Inc., Royal Bank America and its subsidiaries can be
found at www.royalbankamerica.com. 
Forward-Looking Statements 
The foregoing material may contain forward-looking statements. We
caution that such statements may be subject to a number of
uncertainties, and actual results could differ materially; therefore,
readers should not place undue reliance on any forward-looking
statements. Royal Bancshares of Pennsylvania, Inc. does not
undertake, and specifically disclaims, any obligation to publicly
release the results of any revisions that may be made to any
forward-looking statements to reflect the occurrence of anticipated
or unanticipated events or circumstances after the date of such
statements. For a discussion of the factors that could cause actual
results to differ from the results discussed in any such
forward-looking statements, see the filings made by Royal Bancshares
of Pennsylvania, Inc. with the Securities and Exchange Commission,
including its Annual Report -- on Form 10-K for the year ended
December 31, 2012. 
Company Contact: 
Marc Sanders 
Vice President - Marketing 
610.668.4700 
marcsanders@royalbankamerica.com 
 
 
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