ARTIS Real Estate Investment Trust & RFA Capital Agree to Combine Through a Share Exchange Transaction to Form RFA [Financial].

WINNIPEG, MB and TORONTO, Sept. 15, 2025 /CNW/ - Artis Real Estate Investment Trust ("Artis" or the "REIT") (TSX: AX.UN) and RFA Capital Holdings Inc. ("RFA"), a privately-held Canadian financial services organization, are pleased to announce that they have entered into an agreement (the "Arrangement Agreement") pursuant to which the parties will combine and RFA will acquire all of the outstanding units of Artis through a court-approved plan of arrangement (the "Transaction").

Founded in 1996 and based in Toronto, RFA is a growing Canadian financial services organization, known for providing innovative financing solutions to the residential and commercial real estate sectors. RFA's primary business is a licensed bank, RFA Bank of Canada, which held over $2.5 billion in assets as of June 30, 2025. To diversify its offerings, RFA also operates a mortgage finance subsidiary, RFA Mortgage Corporation, which originated over $2.9 billion in residential mortgages over the twelve months ended June 30, 2025.

Following completion of the Transaction, Artis will become a subsidiary of RFA, and RFA will operate as "RFA Financial". Holders of Artis common units (the "Artis Unitholders") will receive one common share of RFA Financial for each Artis unit held immediately prior to the effective time of the Transaction, subject to customary adjustments set out in the Arrangement Agreement (the "Exchange Ratio"). Additionally, subject to the terms of the Arrangement Agreement, including Artis preferred unitholder approval voting as separate classes, holders of Artis preferred units, Series E and Series I, will receive one preferred share of RFA Financial having the same terms and conditions as the Artis preferred units held immediately prior to the effective time of the Transaction. Closing of the Transaction is not conditional on the approval of Artis preferred unitholders. Pursuant to the Transaction, the parties will seek listing of RFA Financial common shares and, if approved by Artis preferred unitholders, RFA Financial preferred shares on the Toronto Stock Exchange ("TSX"). 

As a result of the Transaction, current holders of Artis common units will own 68% of the common shares of RFA Financial, while current holders of common shares of RFA will own the remaining 32% of the common shares of RFA Financial. Upon closing, Ben Rodney, current Chair of Artis (the "Interested Trustee") and President, CEO and Managing Partner of RFA, will be appointed President and CEO of RFA Financial, and Samir Manji will be appointed Executive Chair of the Board of Directors of RFA Financial. Furthermore, Jaclyn Koenig, Chief Financial Officer of Artis will be appointed as Chief Financial Officer of RFA Financial, and Melody Lo, Managing Partner of RFA, will be appointed as Chief Operating Officer of RFA Financial. The management team will be complemented by a Board of Directors consisting of Ben Rodney (in his capacity as CEO of RFA Financial), five directors identified by Artis (including Samir Manji) and three directors identified by RFA.

"By combining Artis with RFA, we are creating a scalable and growing financial services platform that benefits from diversification and built-in access to substantial growth capital", said Mr. Manji. "Following our decision to end Artis' strategic review process in December 2024, the Board of Trustees and management have continued to explore innovative ways of enhancing unitholder value, and we believe this transaction achieves that goal. We are very excited to be partnering with Mr. Rodney and the team at RFA. Ben and his team have built an extraordinary organization and business over the past three decades. We believe RFA's various platforms, including RFA Bank of Canada and RFA Mortgage Corporation, are ripe for significant growth harnessing the substantial capital currently embedded in the Artis real estate portfolio. We believe that under Ben's leadership, scaling RFA's various businesses represents significant upside potential and value creation opportunity for the owners of Artis and RFA."

"We see a highly attractive opportunity to grow RFA's balance sheet and invest in existing and new product capabilities. Having served on the Board of Trustees since June 2019, I have developed a deep appreciation for Artis' asset management capabilities and the strength of its real estate portfolio", said Mr. Rodney. "As Artis continues to monetize its real estate holdings over the coming years, it is expected to release meaningful amounts of capital that can be redeployed into compelling investment opportunities. I am excited and committed to lead the combined enterprise through the next evolution of the RFA and Artis platforms."