04 NCAC 16G .0722         EXTENSIONS OF TIME TO COMPLETE OFFERINGS

(a)  The applicant may request and the Commissioner of Banks may grant one or more extensions of time required to complete the sale of all shares of capital stock, pursuant to Rule .0720 of this Section, provided that no single extension of time shall exceed 90 days. No extension shall be granted unless the savings institution shows that the circumstances leading to the request for an extension were beyond the control of the savings institution and that the investors who purchased stock during the initial subscription period will not be disadvantaged by the extension.

(b)  Upon granting an extension of time pursuant to Paragraph (a) of this Rule, the applicant shall distribute to each subscriber in the offering and, if applicable, to each person who has ordered stock in the direct community offering a post‑effective amendment to the offering circular filed under an amendment to the application for conversion and approved by the Commissioner of Banks pursuant to Paragraph (d) of this Rule. The applicant shall notify each subscriber and each ordering person of the extension of time and of the right of each subscriber and each ordering person to increase, decrease, or rescind their subscription at any time prior to 20 days before the end of the extension period or at any time prior to the date of the commencement of the public offering or the direct community offering, provided that the public offering or the direct community offering is not completed within 20 days after its commencement. All instructions from subscribers and ordering persons to increase, decrease, or rescind their subscriptions or orders received during the 20‑day offering period shall be honored by the applicant.

(c)  For the purpose of this Rule, the public offering shall be deemed to commence upon the filing with the Commissioner of Banks of the preliminary offering circular for the public offering. The direct community offering shall be deemed to commence upon approval by the Commissioner of Banks of the final offering circular.

(d)  After the expiration of the subscription rights, the converting savings institution shall file with and have approved by the Commissioner of Banks a post‑effective amendment to the offering circular upon the occurrence of any event, circumstance, or change of circumstance that would be material to the investment decision of a subscriber or, if applicable, a person who has ordered capital stock in the direct community offering.

(e)  Any post‑effective amendment to an offering circular shall be distributed by the converting savings institution within two business days after approval. It shall be distributed to each subscriber, and, if applicable, each person who has ordered stock in the direct community offering. The converting savings institution shall grant to each subscriber and ordering person the right to increase, decrease, or rescind their subscription or order for a period which shall be the greater of 10 days from the date of the mailing of the post‑effective amendment or the period remaining in an extension of time granted by the Commissioner of Banks pursuant to the provisions of Paragraph (b) of this Rule.

History Note:        Authority G.S. 54C‑33; 54C‑53;

Eff. February 15, 1992;

Amended Eff. November 1, 2017;

Pursuant to G.S. 150B-21.3A, rule is necessary without substantive public interest Eff. November 22, 2018.