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• 3 (1) A conversion proposal must be written in language that is clear and simple and in a manner that is not misleading, and must include all information that members and shareholders, if any, of the converting credit union would reasonably require or expect to be given to make an informed decision about the proposed conversion, including

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  • (c) a description of the advantages and disadvantages of the proposed conversion in relation to the converting credit union and to its members and shareholders, if any, as a whole;

  • (d) a description of the alternatives to conversion that the converting credit union’s board of directors considered, and the reasons why, in their opinion, the conversion is in the best interests of the converting credit union and its members and shareholders, if any, as a whole;

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  • (f) a description, including the value, of any securities that are proposed to be issued, or cash that is proposed to be paid, as a result of the conversion, to a person that owns a membership share or share of the converting credit union;

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  • (h) information as to whether the converted credit union is expected, within the three-year period following the day on which the conversion occurs, to be controlled by a shareholder or shareholder group or to have any shareholder with a significant interest in any class of its shares;

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  • (l) a discussion of the fairness of the conversion proposal to the converting credit union’s members and shareholders, if any, as a whole, as well as an independent opinion on the fairness of the proposal by a person with the necessary skills and experience to provide such an opinion;

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  • (n) summary pro forma financial statements for the converted credit union for the three-year period following the day on which the conversion occurs that are based on one of the following and prepared in a manner consistent with the annual statement, as well as a report or comments on those statements by the converting credit union’s auditor:

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6 The converting credit union must supply to the Superintendent, along with a copy of its conversion proposal for the Superintendent’s approval, the following items:

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• (c) a certified copy of the resolution of the converting credit union’s board of directors authorizing conversion, and a certificate from the converting credit union indicating that its board of directors has approved the conversion proposal as being fair and reasonable to its members and shareholders, if any, as a whole;

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• (k) a report prepared by a valuation expert setting out the following information and certifying that the values and assumptions contained in the report are reasonable:

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  • (ii) the estimated value of the converting credit union, the estimated market value of its membership shares and the estimated market value of its shares, if any, as of the day on which the conversion occurs or such other day as may be specified by the Superintendent under paragraph 7(a),

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  • (v) the day on which the value of the converting credit union, the market value of its membership shares and the market value of its shares, if any, as of the day on which the conversion occurs will be calculated, and the manner of doing so;

• (l) a description, including the value, of any securities that are proposed to be issued, or cash that is proposed to be paid, as a result of the conversion, to a person that owns a membership share or share of the converting credit union;

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• (n) the name of any person that will, as a result of conversion, own more than five per cent of the common shares or a class of shares of the converted credit union, or that is expected to own that amount in accordance with a statement of anticipated sources of capital under paragraph 3(1)(o), and an indication of whether that person is expected to be a related party; and

• 1 (1) The following definitions apply in these Regulations.

  conversion

  conversion means a federal credit union becoming a bank with common shares as a result of the issuance of letters patent by the Minister under section 216.08 of the Act. (transformation)

  market terms and conditions

  market terms and conditions has the same meaning as in subsection 501(2) of the Act. (conditions du marché)

  related party

  related party has the same meaning as in section 486 of the Act. (apparenté)

  value of the converting credit union

  value of the converting credit union means the market value of the converting credit union as of the day on which the conversion occurs or such other day as may be specified by the Superintendent under paragraph 7(a), including that of its membership shares and shares, if any, but excluding

  • (a) any capital to be contributed as part of the conversion proposal; and

• (2) In these Regulations, any reference to an estimated value may be read as a reference to a range of estimated values.

10 As soon as feasible following the board authorization, the converting credit union must publish an announcement at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper of general circulation in each location in which its members normally reside, and continuously for four consecutive weeks on its website, advising members of

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• (2) Beginning on the day on which the board authorization occurs and ending one year following the day on which the conversion occurs, the converting credit union must not issue or provide shares, share options or rights to acquire shares, other than those issued as a result of implementing the conversion proposal, to

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