Fla. Admin. Code Ann. R. 69U-105.210 - Standards for the Initial Offering Circular or Memorandum of State Financial Institutions

Current through Reg. 47, No. 249; December 28, 2021

(1) The initial Offering Circular or Memorandum (hereinafter "Offering Circular") of securities issued by an applicant for approval shall be deemed to be adequate and shall include, but not be limited to, the following information:
(a) The caption "Offering Circular";
(b) The proposed corporate name;
(c) The effective date of the Offering Circular;
(d) The statement: "Subscriptions will be accepted until ___ p.m./a.m. on the expiration date ___, 20_. It is anticipated that the state financial institution will commence operations on or about ___, 20_."
(e) The temporary and permanent address and telephone number of the applicant, if known;
(f) The number of authorized shares;
(g) Par value of the shares;
(h) The amount and type of shares being offered in the initial sale;
(i) The following statements in capital letters in 12 point type:

THE MERITS OF THESE SECURITIES HAVE NOT BEEN PASSED UPON BY THE OFFICE OF FINANCIAL REGULATION NOR HAS THE OFFICE OF FINANCIAL REGULATION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFERING CIRCULAR.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE OFFERING CIRCULAR AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE PROPOSED STATE FINANCIAL INSTITUTION.

THE DELIVERY OF THE OFFERING CIRCULAR SHALL NOT UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE STATE FINANCIAL INSTITUTION SINCE THE DATE HEREOF.

(j) A statement that the Offering Circular and the Offering is not a solicitation for deposits nor will payment for the initial securities be considered a deposit;
(k) The price per share and a statement as to whether or not that value is arbitrarily reached or reflective of the market;
(l) Indicate the anticipated nature of the secondary market for the securities being offered. If there can be no assurance of the marketability of the securities, so state;
(m) Options and warrants in connection with the securities to be offered;
(n) The amount of sales commissions, by whom earned, a statement that this is a separate expense, and which persons are to pay this expense (if applicable);
(o) The total estimated amount of proceeds from the Offering;
(p) A detailed breakdown of the organizational fees and offering expenses of the issuer;
(q) The proposed capitalization structure;
(r) A description of the location and essential terms governing the escrow account in which the funds will be held until all of the subscriptions have been paid and accepted. A copy of the escrow agreement shall be attached to or included in the Offering Circular;
(s) The shareholders rights to dividends, voting, preemption, liquidation, and any other material terms of the stock being offered;
(t) A statement of the policy of the applicant as to the declaration of dividends and retention of profits;
(u) A statement as to when the directors may call for the payment of stock subscriptions;
(v) A statement that shares of stock duly subscribed and paid for will be issued upon acceptance of the subscribers by the proposed state financial institution and at least 30 days prior to the proposed state financial institution receiving its certificate of authority to transact business;
(w) The minimum number of shares considered adequate by the issuers which must be sold for the state financial institution to begin operations;
(x) The amount and nature of any long term debt obligation extending beyond the opening of the state financial institution;
(y) A statement to the effect that the offering is for the shares of a proposed new state financial institution which has no operating history;
(z) Description of the proposed business of the applicant;
(aa) The proposed services of the applicant in the commercial, consumer, and trust areas;
(bb) The expected sources of deposits and loans when operations commence;
(cc) The primary service area delineated for the applicant's business, a summary of the competitive conditions and of the economic conditions therein;
(dd) The manner in which the physical and economic conditions of the Primary Service Area will affect the state financial institution with particular attention to the effect of competition on the state financial institution;
(ee) The likelihood of profitable operations during each of the state financial institution's first three years of operation;
(ff) The material effects that compliance with Federal and State financial institution laws and rules or regulations enacted thereunder will have on the business of the state financial institution;
(gg) The name, business address, a brief professional biography, litigation history, and present occupation of each proposed director, the proposed president, and the proposed chief executive officer, and the senior trust officer, if applicable, of the state financial institution;
(hh) The approximate number of shares of record of capital stock and the percent of the class each proposed director and executive officer of the state financial institution intends to own or benefit from directly or indirectly;
(ii) The amount of any compensation or benefits to proposed directors and executive officers, including any proposed or existing employment contracts;
(jj) The amount of any actual executive officer remuneration for the twelve (12) month period prior to and any proposed executive officer remuneration subsequent to the effective date of the Offering Circular;
(kk) The underwriters' names and addresses, if any;
(ll) The amount of any underwriters' commission and discounts;
(mm) Officer's, stockholder's, or director's interests in property acquired by or from the applicant, and information on any other insider transaction;
(nn) Adverse actions by state or federal regulatory agencies taken against any person listed in subsections (hh) and (mm) of this section;
(oo) Transactions involving the state financial institution's purchase and/or lease of land and/or buildings; including but not limited to the main office of the state financial institution;
(pp) Information concerning material contracts of the applicant; and
(qq) Pending material litigation involving the applicant.
(2) In addition to the information expressly required herein, there shall be added any material information necessary to make the statements made, in light of the circumstances under which they are made, not misleading.

Notes

Fla. Admin. Code Ann. R. 69U-105.210
Specific Authority 655.012(3) FS. Law Implemented 658.19, 658.20, 658.21, 658.235, 658.24, 658.25, 658.34, 658.35, 658.36, 665.013, 517.051(5) FS.
New 6-20-90, Formerly 3C-10.014, Amended 8-14-94, Formerly 3C-105.210.

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