Current through August 31, 2023
01.
Prior
Approval. A stock offering by a MHC, or by any of its direct or indirect
insurance company or intermediate holding company subsidiaries, is subject to
the Director's prior approval through this section's application and hearing
process. (4-6-23)
02.
Application for Stock Offering Contents. (4-6-23)
a. A description of the stock the applicant
would offer, and of all shareholder rights; (4-6-23)
b. The total number of shares authorized to
be issued, the estimated number requested to offer, and the intended date or
range of dates for the offer; (4-6-23)
c. A justification for a uniform planned
offering price, or of the method by which the offering price will be
determined; (4-6-23)
d. The name or
names of any underwriter, syndicate member or placement agent involved and the
known names of each entity, person, or group of persons to whom the stock
offering is to be made who will control at least five percent (5%) of the total
outstanding class of shares, and the manner in which the offer is to be
tendered. If the entity or person is a corporation or business organization,
the name of each member of its board of directors or equivalent management will
be provided with the name. Copies of Securities and Exchange Commission filings
disclosing intended stock acquisitions will be included; (4-6-23)
e. A description of stock subscription rights
afforded to MHC members in conjunction with the stock offering;
(4-6-23)
f. A detailed description
of all expenses to be incurred in the stock offering; (4-6-23)
g. How funds raised by the stock offering
will be used; and (4-6-23)
h. Any
other information the Director requests. (4-6-23)
03.
Prescribed Provisions. The
stock offering plan will state: (4-6-23)
a.
Officers, directors, and insiders of the MHC and its direct or indirect
subsidiaries and affiliates are restricted from purchasing or owning shares of
the stock offering, or issuance of stock options to or for the benefit of such
officers, directors and insiders, for at least six (6) months following the
first public offering date and regularly trading of the stock. Officers,
directors and insiders are not barred from exercising subscription rights
accorded to members of the MHC, except that, pursuant to those rights, the
officers, directors, and insiders of the MHC and its direct or indirect
subsidiaries and affiliates cannot purchase or own, in the aggregate, more than
five percent (5%) of the stock offering for at least six (6) months following
the first date of the public offering and regular trading of the stock;
(4-6-23)
b. A majority of the
members of the MHC's board of directors cannot be an interested person of the
MHC or of an affiliated person of the MHC. The Director may waive this
requirement for good cause; (4-6-23)
c. The MHC will adopt articles of
incorporation barring any waiver of dividends from stock subsidiaries except
under conditions specified in the articles and after approval of the waiver by
the MHC's board of directors and the Director; (4-6-23)
d. After the initial stock offering by a
direct or indirect insurance company or intermediate insurance company
subsidiary of a MHC, the boards of directors of each such insurance company or
intermediate holding company will include at least three (3) directors who are
not interested persons of the MHC; and (4-6-23)
e. The board of directors of the corporation
offering stock need to establish, a pricing committee consisting exclusively of
directors who are interested persons. The committee's responsibility is to
evaluate and approve the price of any stock offering.
(4-6-23)
04.
More
Than One Class of Stock. An insurance company or intermediate insurance
holding company subsidiary of a MHC may issue more than one (1) class of stock.
At all times a majority of the voting stock will be held by the MHC or its
subsidiary and, no class of common stock may have greater dividend or other
rights than the class held by the MHC or its subsidiary. (4-6-23)
05.
Experts. The Director may
hire experts to help review the application, at the applicant's expense.
(4-6-23)
06.
Public
Hearing. A public hearing may be held on any stock offering application.
A stock offering including an initial offering of stock is expressly subject to
a public hearing. The applicant will provide a Director-approved hearing notice
to MHC members at least twenty (20) days before the hearing. (4-6-23)
07.
Approval. The Director may
approve the stock offering plan if: (4-6-23)
a. The method for establishing the stock
offering price is consistent with generally accepted market or industry
practices for establishing stock offering prices; and (4-6-23)
b. The offering will not unfairly impact the
interests of MHC members. (4-6-23)
08.
Concurrent Filing with SEC.
Filing a registration statement with the Securities and Exchange Commission
before, or concurrently with, notice to the MHC members is permitted.
(4-6-23)
09.
Subsequent
Offerings of Publicly Traded Stock. (4-6-23)
a. Notwithstanding Section
013, stock offerings, besides an
initial stock offering, through which stock offered is regularly traded on the
New York Stock Exchange, the American Stock Exchange, or another
Director-approved exchange, or designated on the national association of
securities dealers automated quotations - national market system (NASDAQ), is
subject to this procedure: If a MHC or direct or indirect insurance company or
intermediate insurance company subsidiary thereof intends to make a stock
offering governed by this section, the entity will notify the Director, at
least thirty (30) days before the offering, regarding: (4-6-23)
i. The total number of shares intended to be
offered; (4-6-23)
ii. The intended
date of sale; (4-6-23)
iii.
Evidence the stock is regularly traded on one of the public exchanges noted
above; and (4-6-23)
iv. A record of
the stock's trading pace and volume during the prior fifty-two (52) weeks.
(4-6-23)
b. The Director
may object to the offering within thirty (30) days after receiving the notice.
Upon an objection, the procedures in Subsection
059.02 will be followed to
determine approval. (4-6-23)
10.
Approval Expiration. A
stock-offering approval under Subsections
059.06,
059.07, or
059.08 expires ninety (90) days
after the approval date, except as provided by the Director's order.
(4-6-23)
11.
Representation
of Director's Approval. A prospectus, information, sales material or
sales presentation by the applicant, or a representative, agent or affiliate of
the applicant, will not represent that the Director's approval constitutes an
endorsement of the price, price range, or any other information relating to the
stock. (4-6-23)
