ARTIS Real Estate Investment Trust & RFA Capital Agree to Combine Through a Share Exchange Transaction to Form RFA [Financial].
POSTED SEPTEMBER 15, 2025Click to read the full press release.
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."
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RFA Capital Holdings International Ltd. Successfully Closes the Previously Announced 51% Interest in Five Continents Financial Limited in the Cayman Islands.
DECEMBER 2, 2024 8:50 PM ESTClick to read the press release.
Grand Cayman, Cayman Islands—(Newsfile Corp. - December 2, 2024) - RFA Capital Holdings International Ltd. (RFACHIL) has announced the successful completion of the previously announced acquisition of a 51% majority interest in the newly formed Five Continents Holdings Ltd. (FCHL). FCHL owns 100% of Five Continents Financial Limited (Five Continents) and related entities, a leading wealth and investment management company in the Cayman Islands. RFACHIL is owned directly by RFA Capital Holdings Inc. (RFA) and indirectly by RFA's largest shareholder, Halcyon International and Mr. Steven Joyce. Terms of the transaction have not been disclosed.
Ben Rodney, President and CEO of RFA, states, "We are excited to complete this transaction and would like to thank our partners at Five Continents and our counsel at Appleby in Cayman and Borden Ladner Gervais in Toronto for their collaborative efforts in getting this deal across the line. More importantly, we would like to thank our Five Continents stakeholders and clients for their loyalty and trust through this process. The path ahead is an exciting one, with significant opportunities for those with us. We look forward to engaging personally with each of you in the days and weeks ahead."
Bill Messer, President of Five Continents, expresses enthusiasm for the partnership and deal closing, stating, "This announcement marks the culmination of significant effort and time on the part of myself and Scott Elphinstone to ensure that we found the right partner for Five Continents. The RFACHIL principals share the same values and ethics, and are aligned in the vision and growth path ahead for Five Continents, bringing significant resources to ensure this comes to fruition The time spent to bring this transaction together has strengthened the ties between the personnel at RFACHIL and Five Continents and has built a solid foundation for the future."
Steven Joyce, President and CEO of Halcyon International, states, "Halcyon continues to grow its footprint in the Cayman Islands and is committed to do so in the future by being a constructive participant and contributor to economic and philanthropic endeavours. We have a genuine admiration for the Cayman Islands and are thrilled to grow our interests here."
Five Continents is one of the largest independently owned and best-in-class discretionary wealth and investment managers in the Cayman Islands. It is licensed by the Cayman Islands Monetary Authority (CIMA) and is one of the oldest fully regulated asset managers in the Cayman Islands. Founded in 1993, in partnership with N.M. Rothschild & Sons Ltd., Five Continents has successfully been managed by its ownership and senior management team for 30 years. With the team remaining in place, Five Continents will continue to provide a comprehensive suite of wealth management services, including discretionary asset management focused on investment portfolios for high-net-worth individuals and families, corporations, captive insurance companies, pension plans, and trusts. The firm also offers professional services, including company incorporation and administration.
Founded in 1996, RFA is a privately held Canadian-owned investment firm grounded in real estate, asset management and banking. RFA manages real estate portfolios and participates in financial transactions, REITs, and direct investments. Combined, the RFA Group of companies has over $60 Billion in assets under management and administration. In 2019, RFA acquired Street Capital Bank of Canada, a Canadian federally regulated Schedule I Bank, now RFA Bank of Canada.
Halcyon International is a private investment company controlled by Mr. Joyce, with interests in real estate, financial securities, private equity, and banking, dating back to over 60 years of investing and building businesses. Halcyon evolved from the Joyce family co-founding restaurant chain Tim Hortons and building the multinational coffeehouse into one of the world's most successful brands. Halcyon, through the Joyce Family Foundation, a half-billion-dollar philanthropic organization, gives back to communities across Canada with a focus on youth through access to education, and mental health.
William (Bill) Messer and Scott Elphinstone, Owners of Five Continents Financial Limited (Five Continents) in the Cayman Islands, Have Entered into a Definitive Agreement to Sell a 51% Interest in Five Continents to RFA Capital Holdings International Ltd.
PRIL 09, 2024 9:04 PM EDTClick to read the press release.
Grand Cayman, Cayman Islands--(Newsfile Corp. - April 9, 2024) - RFA Capital Holdings International Ltd. (RFACHIL) announced an agreement to acquire a 51% majority interest in the newly formed Five Continents Holdings Ltd. (FCHL). FCHL owns 100% of Five Continents Financial Limited (Five Continents) and related entities, a leading wealth and investment management company in the Cayman Islands. RFACHIL is owned directly by RFA Capital Holdings Inc. (RFA) and indirectly by RFA's largest shareholder, Halcyon International and Mr. Steven Joyce. Terms of the agreement have not been disclosed, and the transaction is subject to approval from the Cayman Islands Monetary Authority (CIMA).
Five Continents is one of the largest independently owned and best in class discretionary wealth and investment managers in the Cayman Islands. It is licensed by the CIMA and is one of the oldest fully regulated asset managers in the Cayman Islands. Founded in 1993, in partnership with N.M. Rothschild & Sons Ltd., Five Continents has successfully been managed by its ownership and senior management team for 30 years. With the team remaining in place, Five Continents will continue to provide a comprehensive suite of wealth management services, including discretionary asset management focused on investment portfolios for high-net-worth individuals and families, corporations, captive insurance companies, pension plans, and trusts. The firm also offers professional services, including company incorporation and administration.
Founded in 1996, RFA is a privately held Canadian-owned investment firm grounded in real estate, asset management and banking. RFA manages real estate portfolios and participates in financial transactions, REITs, and direct investments. Combined, the RFA Group of companies has over $60 Billion in assets under management and administration. In 2019, RFA acquired Street Capital Bank of Canada, a Canadian federally regulated Schedule I Bank, now RFA Bank of Canada.
Halcyon International is a private investment company controlled by Mr. Joyce with interests in real estate, financial securities, private equity, and banking, dating back to over 60 years of investing and building businesses. Halcyon evolved from the Joyce family co-founding restaurant chain Tim Hortons and building the multinational coffeehouse into one of the world's most successful brands. "Halcyon and RFA have a 26-year history of successfully investing and building businesses together. We look forward to continuing this track record of excellence with Five Continents," said Steven Joyce, President and CEO of Halcyon International. Halcyon, through the Joyce Family Foundation, a half a billion dollar philanthropic organization, gives back to communities across Canada with a focus on youth through access to education, and mental health.
"We are excited to join forces with RFA. This alliance is a milestone for both organisations, creating a powerful partnership and a dynamic leader in the offshore wealth management industry, setting a new standard for excellence in wealth management. This partnership will significantly enhance Five Continents' boutique leadership position in the offshore wealth management space, bringing together complementary strengths and enhancing our expertise while broadening the operational resources, available capital, and capabilities of our firm," said Bill Messer.
Scott Elphinstone stated, "Our unique partnership with RFA, as a private financial services group, maintains Five Continents' legacy as an independently owned and operated wealth manager beyond the leadership of Bill and me. It signals our commitment and the organization's ability to deliver exceptional value-added service to our clients while expanding our reach in key markets and introducing new investment opportunities to our clients."
Ben Rodney, President and CEO of RFA, expressed enthusiasm for the partnership, stating, "This strategic partnership represents an exciting opportunity to expand our footprint in the Caribbean market and enhance our global reach. We are excited to partner with the Five Continents Team, and together, we will leverage our combined resources and capabilities to deliver innovative and superior wealth management solutions and outcomes for our clients. We look forward to serving clients and growing Five Continents in the Cayman Islands and beyond its shores."