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 transforms RFA into a scaled, growth-oriented Canadian financial services platform combining a Schedule I bank with a leading mortgage origination/servicing business and a commercial real estate portfolio.
• 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).
• Ownership: RFA beneficially owns 100% of Artis common units, Series E preferred units, and Series I preferred units.
• Security Exchange Terms:
  • Common Units: Artis common unitholders received one preconsolidation RFA common share for each unit held. These were subsequently consolidated on a basis of one postconsolidation RFA common share for every three preconsolidation shares.
  • Preferred Units: 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. Preferred shares were unaffected by the consolidation.
• Post-Transaction Share Count (Postconsolidation):
  • Common Shares: 46,605,485
  • Series E Preferred Shares: 2,820,409
  • Series I Preferred Shares: 4,247,256
• Trading Status:
  • RFA: New tickers RFA, RFA.PR.E, and RFA.PR.I begin trading on the TSX at market open on or about Feb. 4, 2026. RFA becomes a reporting issuer in all Canadian provinces and territories.
  • 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. Artis is applying to cease being a reporting issuer.
• Governance Changes:
  • RFA’s new board consists of nine directors: Ben Rodney (CEO), five directors identified by Artis (Samir Manji, Heather-Anne Irwin, Jacqueline Moss, Mike Shaikh, Lis Wigmore), and three directors identified by RFA (Steven Joyce, Jeffrey Royer, Richard Bradlow).
  • All trustees and certain officers of Artis 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.
• Administrative Instructions: Registered unitholders are encouraged to return letter of transmittal to Odyssey Trust Company. Non-registered unitholders should contact their broker.

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