EX-99.5 10 a2194945zex-99_5.htm EXHIBIT 99.5

Exhibit 99.5

 

FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS

 

ENTERPRISE BANCORP, INC.

 

Up to [          ] Shares of Common Stock To Be Issued Upon the Exercise of Subscription Rights

 

                      , 2009

 

To Security Dealers, Commercial Banks,

Trust Companies and Other Nominees:

 

This letter is being distributed to securities dealers, commercial banks, trust companies, and other nominees in connection with the rights offering (the “Rights Offering”) by Enterprise Bancorp, Inc. (the “Corporation”) of shares of its common stock (the “Common Stock”), which will be issued upon the exercise of non-transferable subscription rights (the “Subscription Rights”), which are being distributed to all holders of record (the “Recordholders”) of the Common Stock as of 5:00 p.m., New York City time, on                           , 2009 (the “Record Date”).  The Subscription Rights and the Rights Offering are described in the prospectus supplement dated                   , 2009, which is enclosed with this letter (the “Prospectus”).

 

In the Rights Offering, the Corporation is offering up to an aggregate of [          ] shares of the Common Stock to be issued upon the exercise of the Subscription Rights, subject to the Corporation’s right, exercisable in its sole discretion, to issue up to [          ] additional shares to accommodate over-subscription requests that the Corporation may receive under the terms of the Rights Offering and/or to facilitate sales of shares to new investors in the supplemental offering that the Corporation is undertaking concurrently with the Rights Offering, all of which is described further in the Prospectus.  The Subscription Rights will expire, if not exercised earlier, at 5:00 p.m., New York City time, on                             , 2009, unless the Corporation elects in its sole discretion to extend the period of the Rights Offering beyond this date (as such date may be extended, the “Expiration Date”).

 

As described in the Prospectus, each Recordholder will receive one Subscription Right for each whole share of Common Stock owned at 5:00 p.m., New York City time, on the Record Date.  Each Subscription Right will allow the holder thereof to subscribe to purchase [          ] of a share of Common Stock (the “Basic Subscription Right”) at a subscription price of $[          ] per full share.

 

In addition, if the holder of Subscription Rights exercises the holder’s Basic Subscription Right in full, then the holder will be eligible to subscribe to purchase additional shares of Common Stock, subject to the conditions and limitations described further in the Prospectus (the “Over-Subscription Opportunity”).  The Corporation offers no assurances that any subscription requests that any holder of Subscription Rights may submit pursuant to the Over-Subscription Opportunity will be fulfilled in whole or in part.

 

Each holders of Subscription Rights will be required to submit payment in full for all of the shares of Common Stock that the holder wishes to buy under the holder’s Basic Subscription Right and pursuant to the Over-Subscription Opportunity to Computershare Trust Company, N.A. (the “Subscription Agent”), by no later than 5:00 p.m., New York City time, on the Expiration Date.  Any fractional shares of Common Stock resulting from the exercise of a holder’s Subscription Rights, including under the Basic Subscription Right and the Over-Subscription Opportunity, will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly.  Any excess subscription payments that any holder may pay to the Subscription Agent in the

 


 

Rights Offering will be returned, without interest, to the holder by the Subscription Agent as soon as practicable following the completion of the Rights Offering.

 

The Subscription Rights are evidenced by rights certificates (each, a “Rights Certificate”) registered in the Recordholder’s name.  Subscription Rights are non-transferable, meaning that they may not be sold, transferred, or assigned by the Recordholder to any other party.

 

We are asking persons who hold shares of the Common Stock beneficially and who have received the Subscription Rights distributable with respect to those shares through a broker, dealer, commercial bank, trust company, or other nominee, as well as persons who hold certificates of the Common Stock directly and prefer to have such institutions effect transactions relating to the Subscription Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them.  In addition, we are asking beneficial owners who wish to obtain a separate Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Rights Certificate be issued.

 

If you exercise the Subscription Rights on behalf of beneficial owners of Subscription Rights you will be required to certify to the Corporation, the Subscription Agent, and the Information Agent (as defined below), with respect to each beneficial owner of Subscription Rights on whose behalf you are acting, as to the aggregate number of Subscription Rights that have been exercised and the corresponding number of shares of Common Stock subscribed for pursuant to the Basic Subscription Right and, in connection with any subscription request pursuant to the Over-Subscription Opportunity, the number of shares of Common Stock subscribed for pursuant to the Over-Subscription Opportunity.

 

All commissions, fees, and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent and Georgeson Inc. (the “Information Agent”), incurred in connection with the exercise of the Subscription Rights will be for the account of the holder of the Subscription Rights, and none of such commissions, fees, or expenses will be paid by the Corporation, the Subscription Agent, or the Information Agent.

 

Enclosed are copies of the following documents:

 

·                  Prospectus;

 

·                  Rights Certificate;

 

·                  Instructions For Use of Enterprise Bancorp, Inc. Rights Certificates (including an accompanying Notice of Guaranteed Delivery for Rights Certificates Issued by Enterprise Bancorp, Inc.);

 

·                  A form of letter that you may send to your clients for whose accounts you hold shares of the Common Stock registered in your name or the name of your nominee (including an accompanying Beneficial Owner Election Form);

 

·                  Nominee Holder Certification, which must be completed and submitted by you if you exercise the Subscription Rights, including the exercise of the Basic Subscription Right and any subscription request pursuant to the Over-Subscription Opportunity, on behalf of any beneficial owners of Subscription Rights; and

 

·                  A return envelope addressed to the Subscription Agent.

 

Your prompt action is requested.  To exercise the Subscription Rights, you must deliver the properly completed and signed Rights Certificate (or the Notice of Guaranteed Delivery if you are following the guaranteed delivery procedures), together with payment in full of the total subscription amount that is required for all of the shares subscribed for under the Basic Subscription Right and any

 


 

additional shares subscribed for pursuant to the Over-Subscription Opportunity, to the Subscription Agent as described further in the Prospectus.  The properly completed and signed Rights Certificate or Notice of Guaranteed Delivery, in either case accompanied by full payment of the total subscription amount, must be received by the Subscription Agent by no later than 5:00 p.m., New York City time, on the Expiration Date.  Failure to return the properly completed Rights Certificate with the correct payment will result in your not being able to exercise the Subscription Rights held in your name on behalf of yourself or other beneficial owners.  A Subscription Rights holder cannot revoke the exercise of Subscription Rights.  Subscription Rights not exercised before 5:00 p.m., New York City time, on the Expiration Date will expire.

 

Additional copies of the enclosed materials may be obtained from the Information Agent.  The Information Agent’s telephone number is:  (      )       -         (toll-free) or (      )       -         (collect).  Any questions or requests for assistance concerning the rights offering should be directed to the Information Agent.

 

Very truly yours,

 

ENTERPRISE BANCORP, INC.

 

NOTHING CONTAINED IN THE PROSPECTUS OR IN ANY OF THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF ENTERPRISE BANCORP, INC., THE SUBSCRIPTION AGENT, THE INFORMATION AGENT, OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE SUBSCRIPTION RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE RIGHTS OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.