Randolph Bancorp, Inc. Announces Commencement of Stock Offering

May 25, 2016

Randolph Bancorp, Inc. (the “Company”), the proposed holding company for Randolph Savings Bank, Randolph, Massachusetts (the “Bank”), announced that the registration statement relating to the sale of common stock of the Company has been declared effective by the Securities and Exchange Commission.

The Company is offering for sale between 3,655,000 and 4,945,000 (subject to a 15% increase to up to 5,686,750) shares at a purchase price of $10.00 per share in connection with the proposed conversion of Randolph Bancorp, a Massachusetts mutual holding company and current parent company of the Bank, to stock form.  The Company is offering the shares of its common stock in a subscription offering, with the first priority to depositors of the Bank with a qualifying deposit account as of December 31, 2014, second to depositors of the Bank with a qualifying deposit account as of June 30, 2015, third to the Bank’s employee stock ownership plan, and fourth to employees, officers, directors, trustees and corporators of the Bank who do not have a higher priority to purchase stock. 

The Company also intends to establish a charitable foundation as part of the conversion and fund the charitable foundation with 4% of the gross proceeds of the offering in cash and stock.

Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to natural persons, and trusts of natural persons, residing in the Massachusetts municipalities of Abington, Attleboro, Avon, Braintree, Brockton, Canton, Easton, Foxboro, Holbrook, Mansfield, Milton, North Attleboro, Norton, Plainville, Quincy, Randolph, Sharon, Stoughton and Weymouth and the Rhode Island municipalities of Central Falls, Cranston, Cumberland, East Greenwich, East Providence, Jamestown, Johnston, Lincoln, Middletown, Newport, North Kingstown, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Smithfield, Warwick, West Warwick and Woonsocket, and thereafter to cover orders of other members of the general public.  The Company also may offer for sale shares of common stock not purchased in the subscription offering or the community offering to the general public through a syndicated community offering or a firm commitment underwritten offering, which will be managed by Keefe, Bruyette & Woods, a Stifel Company.

The subscription offering is scheduled to conclude on June 15, 2016 at 2:00 p.m. Eastern time.

The Company has established a Stock Information Center, which opened on Monday, May 23, 2016.  Interested investors should contact the Stock Information Center at 1-877-821-5783.  Hours of operation are from 10:00 a.m. to 4:00 p.m., Eastern time, Monday through Friday, except Bank Holidays.

The Bank’s corporators have voted to approve the plan of conversion and the establishment and funding of the new charitable foundation.

The conversion and offering will not have any impact on depositors, borrowers or other customers of the Bank or their accounts or loans, as there are no changes to the Bank’s products, services, rates or fees contemplated in the plan of conversion.

The Company must sell at least 3,655,000 shares of its common stock in the offering.  Completion of the conversion and offering is also subject to final bank regulatory approvals and other customary closing conditions.

A registration statement relating to the common stock has been filed with the United States Securities and Exchange Commission.  This press release is neither an offer to sell nor a solicitation of an offer to buy common stock.  The offer will be made only by means of the written prospectus forming part of the registration statement (and, in the case of the subscription and community offerings, an accompanying stock order form).  The shares of common stock of the Company are not savings accounts or savings deposits and are not insured by the Federal Deposit Insurance Corporation, the Depositors Insurance Fund, or any other government agency.

Forward-Looking Statements

This press release contains certain forward-looking statements about the conversion and the offering.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may”. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in consummation of the plan of conversion, difficulties in selling the common stock or in selling the common stock within the expected time frame, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and Bank are engaged.