(a)
The commissioner may approve the conversion only if the commissioner makes the
determinations required by subsection (l) of section
36a-136
of the Connecticut General Statutes, provided a plan of conversion that is fair
to depositors shall at a minimum:
(1) Give
priority to depositors to purchase stock of the converting institution in
accordance with section
36a-136-18
of the Regulations of Connecticut State Agencies;
(2) Provide for a qualifying deposit as
defined in subdivision (26) of section
36a-136-1 of the
Regulations of Connecticut State Agencies;
(3) Provide for an eligibility record date as
defined in subdivision (14) of section
36a-136-1 of the
Regulations of Connecticut State Agencies and a supplemental eligibility record
date as defined in subdivision (33) of section
36a-136-1 of the
Regulations of Connecticut State Agencies;
(4) Provide that the insurable accounts and
deposits of the converted institution shall be insured by the Federal Deposit
Insurance Corporation; and
(5)
Provide that each eligible account holder and supplemental eligible account
holder of the converting institution shall receive, without payment, a
withdrawable deposit account or accounts in the converted institution equal in
withdrawable amount to the withdrawal value of such eligible account holder's
or supplemental eligible account holder's deposit account or accounts in the
converting institution.
(b) The commissioner shall review the
appraisal filed under subdivision (2) of subsection (a) of section
36a-136-8 of
the Regulations of Connecticut State Agencies in determining whether to approve
the conversion application. The appraisal shall be subject to the following:
(1) Independent persons experienced and
expert in corporate appraisal, and acceptable to the commissioner, shall
prepare the appraisal report;
(2)
An affiliate of the appraiser may serve as an underwriter or selling agent if
the converting institution ensures that the appraiser is separate from the
underwriter or selling agent affiliate and the underwriter or selling agent
affiliate does not make recommendations or affect the appraisal;
(3) The appraiser shall not receive any fee
in connection with the conversion other than for appraisal services;
(4) The appraisal report shall include a
complete and detailed description of the elements of the appraisal, a
justification for the appraisal methodology and sufficient support for the
conclusions;
(5) If the appraisal
is based on a capitalization of the converting institution's pro forma income,
it shall indicate the basis for determining the income to be derived from the
sale of shares and demonstrate that the earnings multiple used is appropriate,
including future earnings growth assumptions;
(6) If the appraisal is based on a comparison
of the converting institution's shares with outstanding shares of existing
capital stock banking institutions, the existing capital stock banking
institutions shall be reasonably comparable in size, market area, competitive
conditions, risk profile, profit history and expected future
earnings;
(7) The commissioner may
decline to process the application for conversion and deem it materially
deficient or substantially incomplete if the initial appraisal report is
materially deficient or substantially incomplete; and
(8) The converting institution shall not
represent or imply that the commissioner approved the appraisal.
(c) The commissioner may require
the converting institution to amend the conversion application if further
explanation is necessary, material is missing or needs to be
corrected.
(d) The commissioner
shall deny the conversion application if the application does not meet the
requirements of sections
36a-136-1 to
36a-136-48,
inclusive, of the Regulations of Connecticut State Agencies, unless the
commissioner waives the requirement under subsection (j) or (k) of section
36a-136
of the Connecticut General Statutes.
