Artis Real Estate Investment Trust (“Artis”) and RFA Capital Holdings Inc. (“RFA Capital”) combined to form RFA Financial Inc. (“RFA Financial” or “RFA”) through a share exchange transaction on February 1, 2026. The transaction combines Artis’s high-quality real estate portfolio with RFA Capital’s growing bank and mortgage platforms, creating a unique opportunity for enhanced returns.
On February 1, 2026, Artis and RFA Capital announced the successful completion of the combination transaction to form RFA Financial by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) and The Trustee Act (Manitoba) (the “Arrangement”), pursuant to which RFA Capital acquired all of the outstanding common units, Series E preferred units and Series I preferred units of Artis.
With the completion of the Arrangement, RFA Financial becomes a scaled, growth‑oriented Canadian financial services platform centred on a federally regulated Schedule I bank and a leading prime and alternative mortgage origination and servicing business, supported by a high‑quality commercial real estate portfolio. The combined platform is expected to provide stable and growing earnings with a sustainable dividend profile and multiple avenues for value creation through disciplined capital rotation from real estate into higher‑returning financial services investments.
Pursuant to the Arrangement, RFA Capital Holdings Inc. changed its name to “RFA Financial” and its common shares, Series E preferred shares and Series I preferred shares will trade on the Toronto Stock Exchange under the ticker symbols “RFA”, “RFA.PR.E” and “RFA.PR.I”. Upon closing of the Arrangement, Artis became a wholly-owned subsidiary of RFA. The Artis common units, Series E preferred units and Series I preferred units were delisted from the Toronto Stock Exchange.
Consideration and Security Exchange
Under the terms of the Arrangement, Artis common unitholders received one pre-consolidation RFA common share for each Artis common unit held. As the final step of the Arrangement, following the exchange of Artis common units for pre-consolidation RFA common shares, the RFA common shares were consolidated on the basis of one post-consolidation RFA common share for every three pre-consolidation common shares.
Artis Series E preferred unitholders received one RFA Series E preferred share for each Artis Series E preferred unit held. Artis Series I preferred unitholders received one RFA Series I preferred share for each Artis Series I preferred unit held. The RFA preferred shares were unaffected by the consolidation.
Letter of Transmittal
All registered Artis unitholders are encouraged to complete, sign and return the letter of transmittal, which has been previously mailed and is available under Artis’ SEDAR+ profile at www.sedarplus.ca, with accompanying share certificate and/or DRS advice-statement(s), if applicable, to Odyssey Trust Company as soon as possible, if they have not already done so. Non-registered Artis unitholders are encouraged to contact their broker or other intermediary for instructions and assistance in receiving the RFA shares issued as consideration for their Artis units.
For more information about the Arrangement, see the management information circular of Artis dated November 10, 2025 (the “Circular”), which is available below and at www.sedarplus.ca.
Letter of Transmittal – Common Units
Tax Considerations
Section 85 Election
The Section 85 Election Questionnaire for the Section 85 Rollover in respect of the Plan of Arrangement is now available. Detailed tax instructions can be found here: Tax Instruction Letter
The exchange of Artis Common Units, Series E Preferred Units and Series I Preferred Units (collectively, “Artis Trust Units”) for RFA Financial Common Shares, Series E Preferred Shares and Series I Preferred Shares (collectively, “RFA Financial Shares”), respectively are generally considered a taxable event for Canadian income tax purposes. However, it is possible to defer some or all of any tax resulting from the Artis Trust Unit for RFA Financial Share exchange by filing, jointly with RFA Financial, a Section 85 Tax Election Form and submitting these Forms with the Canada Revenue Agency and Revenu Quebec (where applicable).
Eligible Unitholders (as defined in the Plan of Arrangement) will use the following link: https://deloittecanada.ca1.qualtrics.com/jfe/form/SV_3rDO1WKt5BWbWOG to provide RFA Financial with the relevant information to prepare the applicable Section 85 Tax Election Forms and the Tax Instruction Letter which will provide unitholders with the relevant guidance on answering the questions in the Section 85 Election Questionnaire and filing the Forms with the appropriate tax authorities. However, before filing these Forms with the applicable tax authorities, we recommend reviewing them with your tax advisors to ensure they are complete and accurate.
The deadline for submission of the information through the Section 85 Election Questionnaire is May 2, 2026. All Eligible Unitholders who wish to make a Section 85 Election should give their immediate attention to this matter, and should consult their tax advisors without delay. If the information is submitted by the date listed above, RFA Financial will email 2 signed copies of each applicable Section 85 Tax Election Form to the email listed in the Section 85 Election Questionnaire within 60 days after the date in which the information is submitted.
Any Eligible Unitholder who does not provide all accurate information to RFA Financial in respect of the Section 85 Election Rollover cannot be assured of benefiting from the rollover provisions of the Income Tax Act (Canada) (or the corresponding provisions of any applicable provincial tax legislation).
Some Eligible Unitholders may not be required to file a Section 85 Tax Election Form with the appropriate tax authorities. If you meet any of the following criteria you are not required to file a Section 85 Tax Election Form:
- You are a non-resident of Canada (unless certain exceptions apply).
- You held all of your Artis Trust Units in an RRSP, RRIF, RESP, RPP or other tax-exempt plan or other entity exempt from Tax under Section 149 of the Income Tax Act (Canada).
- You realized a tax loss as a result of the disposition of your Artis Trust Units.
It is RFA Financial’s and Artis’s understanding that there are no Artis Trust Unitholders that are non-residents of Canada who at any time within the last 60 months before the Effective Date (February 1, 2026) owned more than 25% of the all the issued units of Artis (including units owned by persons not dealing at arm’s length with the non-resident unitholder as determined under Canadian tax law) (the “25% test”). If a non-resident unitholder believes they in fact met the 25% test at any time in the past 60 months prior to the Effective Date, please contact tax@artisreit.com.
News Releases and Meeting Materials
News Releases
Click on the links below to access the news releases pertaining to the Arrangement.
February 2, 2026
Artis and RFA Capital Complete Arrangement Transaction
Read more >
January 14, 2026
Artis and RFA Capital Provide Update on Anticipated Timing of Closing of Arrangement
Read more >
December 11, 2025
Artis and RFA Capital Announce Securityholder Approvals of the Arrangement and Voting Results from Special Meetings
Read more >
December 4, 2025
Both Leading Independent Proxy Advisors ISS and Glass Lewis Recommend Artis REIT Unitholders Vote FOR the Arrangement with RFA Capital
Read more >
November 10, 2025
Artis Files Meeting Materials for Vote on Combination with RFA Capital
Read more >
September 15, 2025
Artis and RFA Capital Agree to Combine to Form RFA Financial Through a Share Exchange Transaction
Read more >
Meeting Materials
Below are the meeting materials in respect of the Meeting that was held on Thursday, December 11, 2025, at 10:00 a.m. (Toronto time).
Cautionary Statement
The foregoing information contains certain assumptions relating to forward looking information, and such information and assumptions are subject to various risks. See “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors Relating to the Arrangement” of the Management Information Circular in respect of the Meeting and “Cautionary Statements and Forward-Looking Statements” in the news releases issued pertaining to the Arrangement.