Exhibit 99.7
FORM OF
LETTER TO BROKERS AND OTHER NOMINEE HOLDERS
HANMI
FINANCIAL CORPORATION
Up to
50,000,000 Shares of Common Stock To Be Issued Upon the
Exercise of Subscription Rights
June 11,
2010
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 Hanmi Financial Corporation (the
Company) of shares of its common stock (Common
Stock), which will be issued in connection with the
exercise of non-transferable subscription rights (the
Subscription Rights), which are being distributed to
all holders of record (the Recordholders) of Common
Stock as of 5:00 p.m., New York time, on June 7, 2010
(the Record Date). The Subscription Rights and the
Rights Offering are described in the prospectus supplement,
dated June 11, 2010, which is enclosed with this letter
(the Prospectus).
In the Rights Offering, the Company is offering up to an
aggregate of 50,000,000 shares of Common Stock to be issued
in connection with the exercise of the Subscription Rights,
which is described further in the Prospectus. The Subscription
Rights will expire, if not exercised earlier, at 5:00 p.m.,
New York time, on July 6, 2010, unless the Company 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 share of Common Stock owned on
the Record Date. Subscription rights may only be exercised in
whole numbers. Each whole Subscription Right will allow the
holder thereof to subscribe to purchase one share of Common
Stock (the Basic Subscription Privilege) at a
subscription price of $1.20 per share. For example, if a
Recordholder owned 1,000 shares of Common Stock on the
Record Date, the Recordholder would receive 1,000 Subscription
Rights and would have the right to purchase 1,000 shares of
Common Stock for $1.20 per share pursuant to your Basic
Subscription Privilege.
In addition, if the holder of Subscription Rights exercises the
holders Basic Subscription Privilege 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 Privilege). We will not accept
any over-subscription requests for less than 10,000 shares
of our common stock, except from our non-executive officers and
employees from whom we will accept over-subscription requests
for 1,000 or more shares of our common stock. The Company
offers no assurances that any subscription requests that any
holder of Subscription Rights may submit pursuant to the
Over-Subscription Privilege will be fulfilled in whole or in
part.
Each holder 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 holders Basic Subscription
Privilege and pursuant to the Over-Subscription Privilege to
Computershare Inc. (the Subscription Agent), by no
later than 5:00 p.m., New York time, on the Expiration
Date. Any excess subscription payments that a Subscription
Rights holder may pay to the Subscription Agent in the Rights
Offering will be returned, without interest or penalty, to the
holder by the Subscription Agent as soon as practicable
following the earlier of when the Company has received total
subscriptions in the rights offering and the best efforts public
offering (described further in the Prospectus) of at least
$105,000,000 in the aggregate, or the closing of the transaction
with Woori (described further in the Prospectus) (the
Escrow Release Date), or such earlier time as the
Company may cancel the rights offering in its sole and absolute
discretion. If the Escrow Release Date has not occurred on or
prior to November 15, 2010, the Company will cancel the
rights offering and the Subscription Agent will return the
subscription payments received in the rights offering, without
interest or penalty.
The Subscription Rights are evidenced by subscription rights
certificates (each, a Subscription Rights
Certificate) registered in the Recordholders 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 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 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 Subscription Rights
Certificate to contact the appropriate nominee as soon as
possible and request that a separate Subscription 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 Company, 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 Privilege and,
in connection with any subscription request pursuant to the
Over-Subscription Privilege, the number of shares of Common
Stock subscribed for pursuant to the Over-Subscription
Privilege. We also request that you indicate whether the
beneficial owner has certified that they are an employee of the
Company.
All commissions, fees, and other expenses (including brokerage
commissions and transfer taxes), other than fees and expenses of
the Subscription Agent and Georgeson (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 Company, the Subscription Agent, or
the Information Agent.
Enclosed are copies of the following documents:
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Prospectus;
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Subscription Rights Certificate;
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Instructions For Use of Hanmi Financial Corporation
Subscription Rights Certificates (including an accompanying
Notice of Guaranteed Delivery for Subscription Rights
Certificates Issued by Hanmi Financial Corporation);
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A form of letter that you may send to your clients for whose
accounts you hold shares of Common Stock registered in your name
or the name of your nominee (including an accompanying
Beneficial Owner Election Form);
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Nominee Holder Certification, which must be completed and
submitted by you if you exercise the Subscription Rights,
including the exercise of the Basic Subscription Privilege and
any subscription request pursuant to the Over-Subscription
Privilege, on behalf of any beneficial owners of Subscription
Rights; and
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A return envelope addressed to the Subscription Agent.
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Your prompt action is requested. To exercise the Subscription
Rights, you must deliver the properly completed and signed
Subscription 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 Privilege and any
additional shares subscribed for pursuant to the
Over-Subscription Privilege, to the Subscription Agent as
described further in the Prospectus. The properly completed and
signed Subscription 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 time, on the
Expiration Date. Failure to return the properly completed
Subscription 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 time, on the
Expiration Date will expire.
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Additional copies of the enclosed materials may be obtained from
the Information Agent. Banks and brokers should call
(212) 440-9800
and stockholders should call
(800) 509-0983.
Very truly yours,
HANMI FINANCIAL CORPORATION
NOTHING CONTAINED IN THE PROSPECTUS OR IN ANY OF THE ENCLOSED
DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF
HANMI FINANCIAL CORPORATION, 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.
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