On 2025-11-10, Artis Real Estate Investment Trust announced:
that it has filed its management information circular and related meeting materials (the “Meeting Materials”) for the special meeting of Artis common unitholders, holders of preferred units, Series E (the “Series E Units”) and holders of preferred units, Series I (the “Series I Units”) to be held on Thursday, December 11, 2025 (the “Meeting”). The Meeting Materials are available under Artis’ profile on SEDAR+ at www.sedarplus.ca and on the REIT’s website at www.artisreit.com.
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In addition, at the Meeting holders of Series E Units and Series I Units will be asked to consider and vote, as separate classes, to approve the Arrangement whereby RFA will also acquire all of the issued and outstanding Artis preferred units in exchange for Resulting Issuer Series E preferred shares and Series I preferred shares. The Arrangement is not conditional on preferred unitholder approval and, if approval of either Series E preferred unitholders or Series I preferred unitholders is not obtained, then both series of preferred units will remain outstanding as preferred units of Artis (provided that Artis and RFA may, on mutual agreement, allow only a series of preferred units that approves the Arrangement to be exchanged for Resulting Issuer preferred shares), which will be a subsidiary entity of the Resulting Issuer and will
remain listed on the Toronto Stock Exchange (“TSX”).
On 2025-12-11, they announced:
• 98.77% of the votes cast by common unitholders, excluding the Interested Trustee and his related parties as described in the Circular, present in person or represented by proxy at the Artis Meeting, exceeding the required two-thirds (66⅔%) majority;
• 81.19% of the votes cast by Series E preferred unitholders present in person or represented by proxy at the Artis Meeting, exceeding the required two-thirds (66⅔%) majority;
• 94.84% of the votes cast by Series I preferred unitholders present in person or represented by proxy at the Artis Meeting, exceeding the required two-thirds (66⅔%) majority;
They have now announced:
the successful completion of their combination 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 acquired all of the outstanding common units, Series E preferred units and Series I preferred units of Artis.
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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 are expected to begin trading on the Toronto Stock Exchange (“TSX”) under the ticker symbols “RFA”, “RFA.PR.E” and “RFA.PR.I”, respectively, at market open on or about February 4, 2026. On completion of the Arrangement, RFA became a reporting issuer in each of the provinces and territories of Canada.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 are expected to be delisted from the TSX at the close of market on February 3, 2026, and Artis is applying to cease to be a reporting issuer under applicable Canadian securities laws.
Affected issues are AX.PR.E and AX.PR.I.