Illinois Administrative Code
Title 38 - FINANCIAL INSTITUTIONS
Part 1075 - SAVINGS BANK ACT
Subpart J - SAVINGS BANK HOLDING COMPANIES
Section 1075.1225 - Stock Issuance Plan
Current through Register Vol. 47, No. 38, September 22, 2023
If the reorganizing savings bank offers stock to any party other than the mutual holding company, it shall submit a stock issuance plan that meets the following conditions:
a) At all times, a mutual holding company shall own and control more than 50% of each class of common stock and more than 50% of the capital stock in the aggregate, issued by the resulting savings bank, any acquiree savings bank, or any savings bank, in the mutual form when acquired. The foregoing restriction shall not apply to an acquisition by a mutual holding company of a pre-existing depository institution.
b) Any capital stock issued and offered for sale by a subsidiary savings bank as described in subsection (a) of this Section, to persons other than the mutual holding company, shall be offered in accordance with Subpart O of this Part, but subject to subsection (d) of this Part except that:
c) To the extent the pricing materials submitted pursuant to Subpart O of this Part include any discount due to the minority status of the stock to be offered, the materials must indicate the amount of the discount and how that amount was determined. Furthermore, if the plan calls for a waiver of dividends for the shares owned by the mutual holding company, the materials should indicate whether this waiver results in an ability to pay higher dividends to minority shareholders and, if so, why the discount is nonetheless warranted.
d) The Director may waive a requirement of Subpart O of this Part upon a finding that the waiver would not work an injury on the mutual holding company or its subsidiaries, that it would be inequitable to members and eligible account holders, that the reorganization, if the waiver is granted, provides protections and opportunities equivalent to those that would exist if no waiver were granted, and that no other course of action that fully complies with Subpart O of this Part and this Subpart exists.
Amended at 30 Ill. Reg. 19068, effective December 1, 2006