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Charter Financial Approved for Stock Offering

FEB 15, 2013 4:43pm ET
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Charter Financial Corp., the proposed holding company for CharterBank, and First Charter MHC have received regulatory approval to commence Charter Financial's stock offering in connection with First Charter MHC's proposed second-step conversion to the stock holding company form of organization.

The registration statement relating to the sale of common stock of Charter Financial also has been declared effective by the Securities and Exchange Commission.

Charter Financial is offering for sale between 11,475,000 and 15,525,000 shares of common stock at $10 per share, representing the majority ownership interest in the company currently owned by First Charter MHC. The number of shares in the offering is based on an independent appraisal of the estimated pro forma market value of Charter Financial as of Nov. 23, 2012.

At the conclusion of the conversion and offering, the existing shares of common stock held by the public stockholders of the company will be exchanged for between 1.0015 and 1.355 shares of Charter Financial common stock, depending on the number of shares sold in the offering.

After the completion of the conversion and offering, Charter Financial will be 100% owned by public stockholders, and the company and First Charter MHC will each cease to exist.

The completion of the conversion and offering is subject to, among other things, selling a minimum of 11,475,000 shares in the offering, the receipt of all necessary final regulatory approvals, the receipt of the approval of the depositors and certain borrowers of First Charter MHC as of Feb. 4, and the receipt of the approval of the stockholders of the company as of that date.

On or about Feb. 21, offering materials will be mailed to members and certain former depositors eligible to purchase shares in the subscription offering, and proxy solicitation materials will be mailed to members and stockholders.

Shares of common stock not sold in the subscription offering may be available in a community offering to the general public, including stockholders of the company as of Feb. 4. The subscription offering and community offering, if any, are expected to expire at 2:00 p.m., Eastern Time, on March 19.

Shares not sold in the subscription and community offerings may be sold in a syndicated or firm commitment underwritten offering.

Stifel, Nicolaus & Co. Inc. is serving as financial advisor to the company and Charter Financial in connection with the transaction. Stifel will act as selling agent in the subscription and community offerings.

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