Royal Bancshares Reports Entering Into Agreements for Private Placement

NARBERTH, PA--(Marketwired - Mar 11, 2014) - Royal Bancshares of Pennsylvania, Inc. ("Company" or "Royal") (NASDAQ: RBPAA), parent company of Royal Bank America, announced that it had entered into binding commitments with Emerald Advisers, Inc., a group of institutional investors, certain directors and officers of Royal, and other private investors to issue and sell a total of 11,656,666 shares of Royal's Class A common stock in a private placement. The issuance of the shares in the private placement was previously approved by the Company's shareholders at the 2013 annual meeting. Emerald and the group of institutional investors have each agreed to purchase up to 2,400,000 shares of Class A common stock in the private placement. The Company was pleased to be able to attract seasoned financial services institutional investors in the private placement.

Royal's obligation to issue such shares in the private placement, and the purchasers' obligation to purchase such shares, is contingent on, among other things (i) Royal receiving approval from the Board of Governors of the Federal Reserve to bid to purchase shares of Royal's Fixed Rate Cumulative Perpetual Preferred Stock, Series A issued in 2009 to the United States Department of the Treasury under the TARP program in an auction of such shares to be conducted by the Treasury, and (ii) at least part of Royal's bid to purchase such shares being accepted in such auction. The number of shares to be issued in the private placement is subject to adjustment based on the total purchase price of the Series A TARP shares that Royal is successful in purchasing in the auction. In addition, no purchaser will be obligated to purchase, and Royal will not be obligated to issue shares to any purchaser, if after giving effect to the issuance of such shares such purchaser would own more than 9.9% of the Class A common stock outstanding, except for existing shareholders who currently own in excess of that amount. All shares issued in the private placement will be sold at a price of $1.20 per share. The date of the auction has not been scheduled.

As previously announced, the Company has filed a registration statement with the Securities and Exchange Commission with respect to a shareholder rights offering for up to 5,000,000 Class A shares that the Company expects to conduct in connection with the auction described above. The purchase price for the Company's Class A shares in the shareholder rights offering will be $1.20 per share.

About Royal Bancshares of Pennsylvania, Inc.

Royal Bancshares of Pennsylvania, Inc., headquartered in Narberth, Pennsylvania, is the parent company of Royal Bank America, which for the past 50 years has played a lead role in the growth and development of our region by empowering small businesses, entrepreneurs and individuals to achieve their financial goals and enrich our communities. More information on Royal Bancshares of Pennsylvania, Inc., Royal Bank America and its subsidiaries can be found at www.royalbankamerica.com.

Forward-Looking Statements

The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties, and actual results could differ materially; therefore, readers should not place undue reliance on any forward-looking statements. Royal Bancshares of Pennsylvania, Inc. does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. For a discussion of the factors that could cause actual results to differ from the results discussed in any such forward-looking statements, see the filings made by Royal Bancshares of Pennsylvania, Inc. with the Securities and Exchange Commission, including its Annual Report -- on Form 10-K for the year ended December 31, 2012.