Definity continuance; Solus–Raymond James amalgamation

Summary#

• Two notices were published about planned corporate changes for financial firms.
• Definity Financial Corporation plans to apply to become a federally incorporated company under the Canada Business Corporations Act. Separately, Solus Trust Company Limited and Raymond James Trust (Canada) filed applications to continue and then combine their trust businesses under the Trust and Loan Companies Act.

What it does#

• Definity Financial Corporation

  • Intends to apply on or after February 6, 2023 for a certificate of continuance so it can be a corporation under the Canada Business Corporations Act.
  • The notice says this is only an application; approval is not guaranteed.

• Solus Trust Company Limited and Raymond James Trust (Canada)

  • On November 16, 2022 they filed with the Office of the Superintendent of Financial Institutions to:
    • Have Solus Trust Company Limited continued as a federally incorporated, non-deposit-taking trust company under the Trust and Loan Companies Act. Solus is currently incorporated under the Financial Institutions Act (British Columbia) and is based in Vancouver.
    • After that continuance, have Solus Trust Company Limited become a wholly owned subsidiary of Raymond James Trust (Canada) and then amalgamate (merge) that federal Solus with Raymond James Trust (Canada).
    • The merged entity would initially use the name Raymond James Trust (Canada) and later change to Solus Trust Company (English and French names were provided in the notice).
  • The applications are conditional and subject to review and the Minister of Finance’s decision.

Who's affected#

• For Definity Financial Corporation:

  • Shareholders, corporate managers, and regulators who deal with the company's legal status may notice the change if the continuance is approved.
  • The notice does not say how customers or clients would be affected.

• For Solus Trust Company Limited and Raymond James Trust (Canada):

  • Clients in British Columbia who use estate and trust services from Solus.
  • Clients across Canada of Raymond James Trust (Canada) if the amalgamation goes ahead.
  • Current owners and management of Solus (named in the notice were John Blackmer and Mark Oldham) and Raymond James Trust (Canada).
  • Employees and other stakeholders of both firms.

• If it’s unclear who will be affected in specific ways, the notices say the approvals are subject to regulatory review and ministerial discretion.

Why it matters#

• These notices signal potential shifts in who regulates the firms. A continuance to the Canada Business Corporations Act or to federal status under the Trust and Loan Companies Act moves a company into federal oversight rather than provincial regimes.
• For clients and people who use trust and estate services, the amalgamation could mean changes in who manages accounts, company names, or where decisions are made — though the notices do not promise specific service changes.
• There is a formal chance to object to the Solus/Raymond James applications: written objections must be sent to the Office of the Superintendent of Financial Institutions by March 7, 2023 (postal address and email were given in the notice). The notices also stress that publication is not approval and final decisions are up to regulators and the Minister of Finance.