CIBC Mellon and other financial company filings

Summary#

This Canada Gazette item publishes a set of corporate notices about planned changes by several financial companies. They include a proposed amalgamation of two CIBC Mellon entities, a bank capital reduction by Citibank Canada, a requested corporate continuance by Definity Financial Corporation, and filings by Solus Trust Company Limited and Raymond James Trust (Canada) for continuance and amalgamation.

What it does#

• CIBC Mellon Trust Company and CIBC Mellon Global Securities Services Company intend to apply under the Trust and Loan Companies Act to merge into a single company that will be called CIBC Mellon Trust Company (French name also given). The companies expect the amalgamation to take effect on November 1, 2023 and to have their head office in Toronto, Ontario.

• Citibank Canada intends to apply to the Superintendent under the Bank Act to reduce the stated capital of its common shares by up to $425,000,000 and to distribute that amount to its sole shareholder by March 31, 2023 (or a later date if approved). A special resolution authorizing this step was passed on January 19, 2023.

• Definity Financial Corporation plans to apply under the Insurance Companies Act for approval to switch its corporate status so it can continue as a company under the Canada Business Corporations Act. The application is to be filed on or after February 6, 2023. The notice says this is a request and not a guarantee of approval.

• Solus Trust Company Limited filed on November 16, 2022 to continue as a federal trust company and, together with Raymond James Trust (Canada), filed to amalgamate under the Trust and Loan Companies Act. The amalgamated company would initially use the Raymond James Trust (Canada) name and later change to Solus Trust Company. The notice sets an objection deadline of March 7, 2023. Solus is currently a British Columbia company with a head office in Vancouver; the combined entity’s head office will be in Toronto.

Who's affected#

• The companies named: CIBC Mellon Trust Company, CIBC Mellon Global Securities Services Company, Citibank Canada, Definity Financial Corporation, Solus Trust Company Limited, and Raymond James Trust (Canada).
• Shareholders — especially the sole shareholder of Citibank Canada, who is the intended recipient of the capital reduction distribution.
• Customers of the trust and securities services firms could notice ownership or name changes, though the notices do not describe immediate changes to client services.
• Employees and local offices where corporate headquarters are located (notably Toronto and Vancouver) may be affected by post-merger organization.
• Regulators: the Office of the Superintendent of Financial Institutions and the Minister of Finance are the decision-makers for these applications.
• If you want to object to the Solus/RJTC filings, the notice gives a clear deadline (March 7, 2023) and contact for submitting objections.

Why it matters#

• Mergers and continuances change who legally owns and runs financial firms. That can affect branding, governance, and where the company is regulated.
• The $425,000,000 capital reduction at Citibank Canada would return cash to its owner if approved. That can matter to investors and could affect the bank’s reported capital levels—though regulators must approve first.
• Continuance under federal law (for Definity and Solus) can change corporate rules that apply to a company without necessarily changing services to customers. The notices make clear approvals are not automatic and are subject to regulator review.
• For ordinary customers, these items are mostly administrative. But they are worth noting if you are a shareholder, an employee, a client of these firms, or interested in who oversees Canada’s financial institutions.