First National jumps primary hurdle to demutualisation

With 97 per cent of the members who voted just over one third of all the members eligible to vote approving its plan to convert…

With 97 per cent of the members who voted just over one third of all the members eligible to vote approving its plan to convert from a mutual into a publicly quoted company, the board of First National Building Society must be well pleased.

But there are still a number of hurdles to cross before the conversion can proceed. First National has already applied to the Central Bank for confirmation of its conversion scheme, as it is required to do within 14 days of the annual general meeting under section 105 of the Building Societies Act.

The society has also published notices in newspapers indicating that members and others who wish to make objections and representations should do so within 21 days (from Tuesday May 19th).

Objections and representations must be made in writing to the Central Bank by June 10th. They will be considered by the Central Bank before it decides whether or not to confirm the conversion scheme - the Bank will allow the First National time to comment and there is no set time for this process.

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If the Bank fails to confirm the scheme, the conversion process stops. If it confirms, then objectors can petition the High Court for the cancellation of the scheme within one month of the Bank publishing its decision.

Petitioners must be either a group of not less than 100 society members qualified to vote or individual members with the approval of the court.

The High Court can confirm or cancel the scheme it must send a copy of the petition to the Central Bank. If the Court confirms the scheme the First National must apply to the Registrar of Companies to register the new company, First Active plc. This involves lodging a memorandum and articles of association.

Almost simultaneously the society or new company will want to list on the Stock Exchange on the basis that there is no point in converting into a limited company unless it floats on the markets.

The process will take some months, with an October float now most likely. With most of the ongoing approval processes out of its hands the focus at First National headquarters will be the preparation of the detailed Listing Particulars for flotation.