Artis, RFA Capital complete takeover deal

Executive Summary

• Artis Real Estate Investment Trust and RFA Financial Inc. have completed a statutory plan of arrangement, resulting in RFA acquiring 100% of Artis.
• The transaction creates a combined Canadian financial services platform centered on a Schedule I bank (RFA Bank of Canada) and a commercial real estate portfolio, with the goal of providing stable earnings and a sustainable dividend profile.
• Artis common units, Series E preferred units, and Series I preferred units are delisting from the TSX on Feb. 3, 2026, while RFA shares begin trading under new tickers (RFA, RFA.PR.E, RFA.PR.I) on Feb. 4, 2026.

Key Details

• Transaction Structure: Statutory plan of arrangement under the Business Corporations Act (Ontario) and The Trustee Act (Manitoba).
• Acquisition: RFA acquired all outstanding common units, Series E preferred units, and Series I preferred units of Artis.
• Post-Transaction Ownership: RFA beneficially owns 100% of Artis (95,012,384 common units, 2,820,409 Series E preferred units, and 4,247,256 Series I preferred units).
• Share Exchange Ratio:
  • Artis Common Unitholders: Received one preconsolidation RFA common share for each unit held.
  • Artis Series E Preferred Unitholders: Received one RFA Series E preferred share for each unit held.
  • Artis Series I Preferred Unitholders: Received one RFA Series I preferred share for each unit held.
• Share Consolidation: Following the exchange, RFA common shares were consolidated on a basis of one postconsolidation share for every three preconsolidation shares. Preferred shares were unaffected by consolidation.
• Capital Structure (Post-Closing):
  • Common Shares: 46,605,485 (postconsolidation basis).
  • Series E Preferred Shares: 2,820,409.
  • Series I Preferred Shares: 4,247,256.
• Listing Changes:
  • Delisting: Artis common units, Series E preferred units, and Series I preferred units delist from the TSX at the close of market on Feb. 3, 2026.
  • New Listing: RFA common shares, Series E preferred shares, and Series I preferred shares begin trading on the TSX on or about Feb. 4, 2026, under tickers RFA, RFA.PR.E, and RFA.PR.I.
• Governance Changes:
  • RFA's new board consists of nine directors: Ben Rodney (CEO), five former Artis trustees (Samir Manji, Heather-Anne Irwin, Jacqueline Moss, Mike Shaikh, Lis Wigmore), and three current RFA directors (Steven Joyce, Jeffrey Royer, Richard Bradlow).
  • All prior Artis trustees and certain officers resigned upon closing.
• Advisers:
  • Artis: Financial adviser CIBC World Markets Inc.; Fairness opinion by Haywood Securities Inc.; Legal adviser Norton Rose Fulbright Canada LLP.
  • RFA: Financial adviser BMO Capital Markets; Legal adviser Borden Ladner Gervais LLP.
• Strategic Rationale: The combined platform aims to offer stable/growing earnings, a sustainable dividend profile, and value creation through capital rotation from real estate into higher-returning financial services investments.

Notable Quotes

• "We are very pleased to confirm the successful closing of this transformative transaction... This combination provides our unitholders with meaningful exposure to Canada's financial services sector and a rare opportunity to participate in the continued expansion and scaling of a Schedule I bank." — Samir Manji, Executive Chair, RFA Financial.
• "By combining RFA's expanding banking and mortgage businesses with Artis's established real estate platform, we have created a diversified company with multiple pathways for growth, enhanced access to capital and the potential for stronger long-term returns." — Ben Rodney, President and CEO, RFA Financial.