Federal Credit Union Conversion Regulations — 6
6 The converting credit union must supply to the Superintendent, along with a copy of its conversion proposal for the Superintendent’s approval, the following items: (a) the proposed name of the converted credit union; (b) the proposed date of conversion or a description of the event with which the converted credit union proposes that its conversion coincide; (c) a certified copy of the resolution of the converting credit union’s board of directors authorizing conversion, and a certificate from the converting credit union indicating that its board of directors has approved the conversion proposal as being fair and reasonable to its members and shareholders, if any, as a whole; (d) a copy of any special resolution that the members and shareholders, if any, of the converting credit union are to consider under subsection 216.09(1) of the Act; (e) the proposed letters patent of conversion; (f) a copy of any by-law proposed for the converted credit union; (g) a description of any information in addition to that contained in the conversion proposal that is proposed to be provided to the members and shareholders, if any, of the converting credit union for review before the date for the making of the special resolution; (h) details of any information sessions for members and shareholders, if any, that have been or will be held by the converting credit union and a description of any public advertising proposed by the converting credit union to advertise those sessions; (i) the pro forma financial statements and auditor’s report or comments referred to in paragraph 3(1)(n) and statements of any necessary reconciliations; (j) the information required in paragraph 3(1)(o); (k) a report prepared by a valuation expert setting out the following information and certifying that the values and assumptions contained in the report are reasonable: (i) the name of the valuation expert, (ii) the estimated value of the converting credit union, the estimated market value of its membership shares and the estimated market value of its shares, if any, as of the day on which the conversion occurs or such other day as may be specified by the Superintendent under paragraph 7(a), (iii) the manner in which those estimates have been rendered, including an indication of any assumptions relied upon in doing so, (iv) the day or days, if any, on which those estimates are to be adjusted, and the manner of doing so, and (v) the day on which the value of the converting credit union, the market value of its membership shares and the market value of its shares, if any, as of the day on which the conversion occurs will be calculated, and the manner of doing so; (l) a description, including the value, of any securities that are proposed to be issued, or cash that is proposed to be paid, as a result of the conversion, to a person that owns a membership share or share of the converting credit union; (m) the independent fairness opinion required by paragraph 3(1)(l); (n) the name of any person that will, as a result of conversion, own more than five per cent of the common shares or a class of shares of the converted credit union, or that is expected to own that amount in accordance with a statement of anticipated sources of capital under paragraph 3(1)(o), and an indication of whether that person is expected to be a related party; and (o) in respect of any offering of securities for public subscription, a copy of any offering document for any current offering and a copy of any offering document, or the most recent draft of such a document, for any offering that is anticipated to occur no later than 30 days following the day on which the conversion occurs.