As Filed with the Office of the Comptroller of the Currency On
FIRST NATIONAL BANK OF THE GULF COAST 5,412,523 Shares of Common Stock, $5.00 per share First National Bank of the Gulf Coast, a national banking association (the “Company”), is offering up to 5,412,523 shares of our common stock, par value $5.00 per share (the “Common Stock”), at a price of $5.00 per share, to certain of our existing shareholders, in a limited rights offering (the “Rights Offering”, and each right to purchase Common Stock a “Right”). These shares will be offered to certain of our shareholders of record as of 5:00 p.m., Eastern Time, on July 12, 2011 (the “Record Date,” and each eligible holder of our Common Stock as of the Record Date, an “Eligible Shareholder”). Eligible Shareholders have the right to purchase one share of Common Stock for each share of Common Stock owned (the “Basic Subscription Rights”). See “The Offering”, beginning on page 20 of this prospectus. This offering of rights to subscribe is not made pursuant to any mandatory provisions for same in the Company’s Articles of Association. Shareholders do not have preemptive rights. See “Description of Securities.” Such rights to subscribe shall be irrevocable, fully transferable and shall be evidenced by transferable subscription warrants (the “Subscription Warrants”). The rights offering will be made on an “any and all” basis, no minimum required. Eligible Shareholders are entitled to subscribe for all, or any portion, of the shares of Common Stock underlying their Basic Subscription Rights. Eligible Shareholders may also transfer their Rights to any other Eligible Shareholders or non-shareholders at their discretion.
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