MORNBFI Vol. 1 - Planters Development Bank

APP. Q-5009.12.31GUIDELINES ON THE SUBMISSION OF APPLICATION FORMERGER AND CONSOLIDATION(Appendix to Subsec. 4108Q.1)The following guidelines andprocedures shall be observed by non-bankfinancial institutions with quasi-bankingfunctions (NBQBs) in their application formerger/consolidation:1. The merging/consolidating entitiesshall comply with the safety and soundnesstest requirements as follows:a. Compliance, especially by theacquiring NBQB, with major banking lawsand regulations; andb. Submission to the BSP of asatisfactory action plan, if applicable, toaddress serious supervisory concerns.2. Submission of the followingdocumentary requirements simultaneouslyto the BSP and the PDIC for merger/consolidation application involving onlyNBQBs;a. Articles of Merger or Consolidationduly signed by the President or Vice-President and certified by the secretaryor assistant secretary of each of theconstituent institutions setting forth thefollowing as required in Section 78 of theCorporation Code:• The Plan of Merger orConsolidation;• The number of shares outstanding;and• The number of shares voting for andagainst the Plan, respectively.b. Plan of Merger or Consolidationsetting forth the following:• The names of the constituentinstitutions;• The terms of the merger orconsolidation and the mode of carrying thesame into effect;• A statement of the changes, if any,in the Articles of Incorporation of thesurviving institution in the case of merger;and in the case• Of consolidation, all the statementsrequired to be set forth in the Articles ofIncorporation;• Such other provisions with respectto the proposed merger or consolidation asare deemed necessary or desirable.c. Resolution of the Board of Directorsof the respective institutions approving thePlan of Merger or Consolidation. Theresolution shall be certified under oath bythe respective corporate secretaries of theconstituent institutions;d. Resolution of the meeting of thestockholders in which at least two-thirds(2/3) of the outstanding capital stock ofeach corporation have approved the planof merger or consolidation. The resolutionshall be certified under oath by therespective corporate secretaries of theconstituent institutions;e. Financial Statements:• Latest financial statements and three(3) - year audited financial statements of themerging institutions• Three (3) - year financial projectionswith valid assumptions of the merged orconsolidated institutions’ balance sheet andincome statement.f. List of merger incentives the bankwill avail of;g. List of stockholdings of each of theconstituent institutions before and after themerger;h. List of directors and officers of eachof the merging/consolidating institutions;i. List of proposed officers anddirectors of the merged or consolidatedinstitution and the summary of theirqualifications;Manual of Regulations for Non-Bank Financial Institutions Q RegulationsAppendix Q-50 - Page 1