New Windsor Bancorp Announces Planned Intrastate Offering Of Common Stock

NEW WINDSOR, Md., May 5, 2015 /PRNewswire/ -- New Windsor Bancorp, Inc. (the "Company"), the holding company for New Windsor State Bank, a Maryland chartered commercial bank (the "Bank'), announced that it intends to conduct an offering of up to 312,500 newly issued shares of its common stock, $0.01 par value, subject to increase, at an offering price of $16.00 per share, for gross proceeds of $5 million if 312,500 shares are sold.  The offering will be made to existing holders of the Company's common stock and 8% Subordinated Notes, due 2020 (the "Notes"), who are residents of the State of Maryland, and to other investors who are both accredited investors and residents of the State of Maryland. The offering will be effected by the Company through its directors and officers, and will not be underwritten.

The proceeds of the offering would be used to redeem all or a portion of the $5.5 million principal amount of the Notes, for contribution to the capital of the Bank to support growth in its lending, deposit taking and investment activities, and for general corporate purposes.

The offering is expected to commence in the second quarter of 2015, and to be completed in the third quarter, subject to extension.  The Board of Directors of the Company reserves the right to change the terms of the proposed offering or to cancel the offering at any time.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The offering may be made only by means of an offering circular. Existing securityholders and other interested investors who may wish to participate in the offering may obtain a copy of the offering circular, when it is available, by contacting Tom N. Rasmussen, President & CEO, at 410-549-1414.  The Company's common stock are not deposits and are neither insured nor approved by the FDIC or any other bank regulatory agency. The securities are being offered pursuant to an exemption from registration under the Securities Act of 1933 provided by Section 3(a)(11) of such act.

Caution about Forward-Looking Statements.  This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements include but are not limited to statements about the Bank's plans, objectives, estimates, intentions, and expectations as to future trends, plans, events or results of the Company's operations and policies and regarding general economic conditions. These forward-looking statements are based on current beliefs that involve significant risks, uncertainties and assumptions. Because of these uncertainties and the assumptions on which the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward-looking statements. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the offering circular.

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SOURCE New Windsor Bancorp, Inc.