Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2150 - Certain Offers and Acquisitions Prohibited

Current through Register Vol. 48, No. 28, July 12, 2024
a) Except as required by the federal insurer
				of accounts or the Director, for 3 years following the date of the conversion,
				no person may directly or indirectly offer to acquire or acquire the beneficial
				ownership of more than 10% of any class of an equity security of any savings
				bank converted in accordance with this Subpart without the prior written
				approval of the board of directors and of the Director. Where any person,
				directly or indirectly, acquires beneficial ownership of more than 10% of any
				class of any equity security of a savings bank converted in accordance with
				this Subpart, without prior written approval of the Director as required by
				this Section, the securities beneficially owned by such person in excess of 10%
				shall not be counted as shares entitled to vote and shall not be voted by any
				person or counted as voting shares in connection with any matter submitted to
				the stockholders for a vote. For the purposes of this Section, a person shall
				be considered to have acquired beneficial ownership of more than 10% of a class
				of equity security of a savings bank where the person holds any combination of
				stock or revocable or irrevocable proxies of the savings bank. In obtaining
				prior written approval of the Director under this Section, the criteria for
				approval under subsection (d) may be addressed, if applicable, by the filing
				required by Section
				1075.1700
				of this Part. Notwithstanding the immediately preceding sentence, acquisitions
				under this Section require approval of both the board of directors of the
				converting savings bank and of the Director.
b) A conversion shall be complete on the date
				all the converting savings bank's conversion stock was sold.
c) An acquisition of shares shall be presumed
				to have been made if the acquiror entered into a binding written agreement for
				the transfer of shares. An offer shall be considered made when
				communicated.
d) The Director shall
				not approve an application involving an offer for, an announcement , or an
				acquisition of any security of a converted savings bank if the Director finds
				that the offer frustrates the purposes of this Subpart, is manipulative or
				deceptive, subverts the fairness of the conversion, is likely to result in
				injury to the savings bank, is not consistent with the Act, is otherwise
				violative of law or regulation, or would not contribute to the prudent
				deployment of the savings bank's conversion proceeds.
e) Subsection (a) shall not apply to any
				offer with a view toward public resale made exclusively to the savings bank or
				to the underwriters or a selling group acting on its behalf.
f) Unless made applicable by the Director by
				prior advice in writing, the restriction contained in subsection (a) shall not
				apply to any offer or announcement of an offer which if consummated would
				result in the acquisition by a person, together with all other acquisitions by
				the person of the same class of securities during the preceding 12-month
				period, of not more than 1% of the class of securities.
g) Subsection (a) shall not apply to the
				acquisition of securities of a savings bank or holding company of a savings
				bank by any one or more employee stock benefit plans of such savings bank or
				holding company if the plan or plans do not have beneficial ownership in the
				aggregate of more than 25% of any class of equity security of the converted
				savings bank or holding company.