North Carolina Administrative Code › Title 04 - COMMERCE › Chapter 16 - SAVINGS INSTITUTIONS › Subchapter G - MUTUAL TO STOCK CONVERSIONS › Section .0300 - GENERAL PRINCIPLES FOR CONVERSIONS › Section 16G .0311 - REQUIRED PROVISIONS IN PLAN OF CONVERSION

Current through Register Vol. 39, No. 2, July 15, 2024
The plan of conversion shall:
(1) Provide that the converting savings
				  institution shall issue and sell its capital stock at a total price equal to
				  the estimated pro forma market value of the stock in the converted savings
				  institution, based on an independent valuation, as provided in Rule .0717 of
				  this Subchapter.
(2) Provide that
				  each eligible account holder shall receive, without payment, nontransferable
				  subscription rights to purchase capital stock. Subscription rights shall be
				  allocated among the eligible account holders on an equitable basis in an amount
				  not greater than the maximum purchase limitation established for the public
				  offering or the direct community offering. The plan of conversion shall provide
				  a comprehensive description of this allocation including a detailed description
				  of the allocation in the event of an oversubscription of the capital stock. In
				  the event of an oversubscription, shares shall be allocated on an equitable
				  basis that is related to the amount of the subscriber's qualifying
				  deposits.
(3) Provide that
				  nontransferable subscription rights to purchase capital stock received by
				  executive officers and directors of the applicant and their associates, based
				  on their increased deposits in the applicant savings institution in the
				  one-year period preceding the eligibility record date, shall be subordinated to
				  all other subscriptions involving the exercise of nontransferable subscription
				  rights to purchase shares pursuant to Item (2) of this Rule.
(4) In plans involving an eligibility record
				  date that is more than 15 months prior to the date of the latest amendment to
				  the application for conversion filed prior to the Commissioner of Banks'
				  approval, provide that a supplemental eligibility record date shall be
				  determined whereby each supplemental eligible account holder of the applicant
				  shall receive, without payment, nontransferable subscription rights to purchase
				  capital stock in an amount related to his or her respective qualifying
				  deposits.
(a) Subscription rights received
				  pursuant to Item (4) of this Rule shall be subordinated to all rights received
				  by eligible account holders to purchase shares pursuant to Items (2) and (3) of
				  this Rule.
(b) Any nontransferable
				  subscription rights to purchase shares received by an eligible account holder
				  in accordance with Item (2) of this Rule shall be applied in partial
				  satisfaction of the subscription rights to be distributed pursuant to this
				  Item.
(c) In the event of an
				  oversubscription for supplemental shares pursuant to this Item, shares shall be
				  allocated among the subscribing supplemental eligible account holders on an
				  equitable basis, related to the amounts of their respective qualifying
				  deposits, as may be provided in the plan of conversion.