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AGM 2025

May 27, 2025

Ben Rodney
Chair of the Board, Artis REIT

Good afternoon, everyone. Welcome to the annual meeting of the unit holders of Artis REIT. I am Ben Rodney, the Chair of the Artis Board. I look forward to connecting with many of you in person today. For those who are unable to attend or join in person, we have provided a live audio webcast, a replay of which will be available on the Artis REIT website following this meeting. Before we get started, I would like to introduce our trustees: Heather N. Irwin, Samir Manji, Jaclyn Moss, myself, Ben Rodney, Mike Shake, and Liz Wigmore. I would also like to introduce members of the executive team in attendance today: Samir Manji, President and CEO; Jaclyn Koenig, CFO; and Kim Riley, COO. I will now move to the formal business of the meeting. I will call this meeting to order.

I will preside as Chair of this meeting, and I appoint Kara Watson, the Corporate Secretary of the REIT, to act as Secretary for the meeting. I appoint Odyssey Trust Company to act as scrutineer for the meeting. Arlene Agnew and Rebecca Liu are here to represent Odyssey. Notice calling this meeting and related management proxy materials were mailed to all unitholders of the REIT. As a confirmation of mailing is available for inspection by any unitholder, I will dispense with calling for a reading of the notice of minutes and direct that a copy of the confirmation be kept by the Secretary within the minutes of the meeting. I am advised by the Secretary, who has a scrutineer's report in attendance, that a quorum is present.

The scrutineer reports that there are 49 unit holders present in person or by proxy at today's meeting, representing approximately 67.76% of the issued and outstanding units. I direct that a copy of the scrutineer's complete report in attendance be kept with the minutes of the meeting. With notice having been given and a quorum being present, I declare this meeting to be duly constituted for the transaction of business. I would like to make a few comments with respect to the procedures at this meeting. There will be an opportunity for registered unit holders and proxy holders in attendance to ask questions on each motion. If you have a question, please use the microphone on the side of the room for the benefit of those listening to the audio webcast. Following each motion, I will ask if there are any related questions.

We ask that you save any questions that are not in respect of a particular motion for the general question and answer session following the formal business of the meeting. We will announce the preliminary results of voting at the end of today's meeting, and the official results will be filed on SEDAR+ and available on our website. In order to facilitate the proceedings for today's meeting, I've asked Kim Riley and Jaclyn Koenig to move and second the proposals related to the items of business identified in the notice of the meeting. As the first item of business, the REIT's annual financial statements for the year ended December 31, 2024, and the auditor's report thereon are hereby placed before the meeting. Management will be pleased to deal with any relevant questions concerning the financial statements during the general question period which follows this meeting.

Copies of the 2024 annual report, including the REIT's financial statements and management discussion and analysis for the year ended December 31, 2024, are available at the meeting today. These documents are also publicly available on SEDAR+ and on the REIT's website. We will now proceed with fixing the number of trustees to be elected at this meeting, which is to be approved as an ordinary resolution. It is proposed that the number of trustees be fixed at six. May I have a motion?

Thank you. Are there any questions specific to the motion? As there are no questions, I ask all those in favor to please raise their hand. All those against this motion, please raise your hand. I declare this motion carried. We will now proceed with the election of trustees for the ensuing year, which is to be approved as an ordinary resolution. I will now receive nominations for the election of trustees.

As the REIT has not received advance notice of any of the nominations, in accordance with Section 6.9 of the REIT's declaration of trust, I hereby declare the nominations closed. Are there any questions specific to this motion? As there are no questions, I ask all those in favor to please raise their hand. All those against this motion, please raise your hand. I declare this motion carried. We will now proceed with the reappointment of the auditors of the REIT, which is to be approved as an ordinary resolution. It is proposed that Deloitte LLP be reappointed as external auditors of the REIT until the next annual meeting of unit holders and that the trustees be authorized to fix their remuneration. May I have a motion? Thank you. Are there any specific questions to this motion?

As there are no questions, I ask all those in favor to please raise their hand. All those against this motion, please raise your hand. I declare this motion carried. The next item of business is to consider in an advisory non-binding capacity an ordinary resolution in the form set out in the circular with respect to the REIT's approach to executive compensation. May I have a motion?

Thank you. Are there any specific questions to this motion? As there are no questions, I ask all of those in favor to please raise their hand. All of those against this motion, please raise your hand. I declare this motion carried. I've been advised by the scrutineer that the ballots and proxies deposited for the meeting have been voted in favor of today's motions by the necessary margins. As such, I declare each of the resolutions considered at today's meeting as carried. The exact number of votes cast in respect of each matter will be filed on SEDAR+ and by press release, which will also be made available on our website. That concludes the formal business brought before the meeting. Thank you all for attending.

I now declare the formal portion of this meeting to be closed and will turn the meeting over to Artis President and CEO, Samir Manji, for his remarks. Thank you.

Samir Manji
President and CEO, Artis REIT

Thank you very much, Ben. Good afternoon, everyone. I will also take this opportunity to thank you all for taking time out of your day to be with us here this afternoon for our 2024-2025 annual general meeting, but I'll be talking a little bit about 2024 momentarily. Four years ago, as many are aware, Artis set on a new trajectory in establishing a vision to become a best-in-class real estate asset management and investment platform focused on value investing. Suffice it to say, a lot's happened over the course of these past four years. In the initial 12 months, it would be fair to say that we were able to gain significant traction in the execution of a strategy revolved around this vision.

Some will remember that began with the monetization of a portfolio of 26 industrial assets here in the Greater Toronto Area that generated close to CAD 750 million of proceeds. Shortly on the other side of that transaction, we joined a consortium of investors to lead the privatization of a Quebec-based REIT called Cominar through a leveraged buyout initiative. Leveraged buyouts work very well when interest rates are ultra low, as they were at that time. Shortly after we completed that transaction in March of 2022, the world as we know it, certainly from a macroeconomic and more specifically interest rates perspective, changed and changed quite dramatically. Since that time, and I think it would be fair to say that we have had to go from offense to defense.

In doing so, have worked with the guidance of the board and the hard work of management and our entire team across Artis's multiple offices in navigating and managing through a very challenging real estate environment. There are many in the room here who understand the correlation between interest rates and real estate, and certainly these last three years have been evidence of that. We were able to do that. We were able to navigate some very, very rough waters. I do not think we can say the same for all the different players, particularly in the public markets, that found themselves in those same very, very rough waves that these last three years have presented.

It was with that backdrop that last year, in establishing our plan with our board, with the management team, we agreed that we needed to stay the course, we needed to stay heads down, and focus on really two key initiatives. One was the continued monetization of a meaningful proportion of our overall portfolio so as to ensure that from a balance sheet perspective, we were able to manage through what was at the time looking like the continuation of a higher-for-longer interest rate environment, while at the same time, number two, continuing to make sure that our bread-and-butter business of ensuring that our assets and our portfolio were performing at an optimal level was being managed in a very effective manner. If we look back now through the rearview mirror, we can see that through 2024, we were able to execute well on both fronts.

On the disposition side, it was a busy year. We monetized 35 assets across all of the different asset classes, including 10 office properties, culminating in almost CAD 1 billion of dispositions. In doing so, we were not only able to reduce our leverage from a year earlier to close to 40%, from just over 50%, but we were also able to, along the way, ensure that all maturing debt, including debt that was at the asset level, particularly office properties that had mortgages, we were able to see those mortgages either renewed or repaid depending on the circumstances. By year-end, we were able to renew our credit facilities with the support of our key banking relationships. We have a consortium of banks, led by BMO and CIBC, who are both present here today.

We want to take this opportunity to thank our friends at BMO and CIBC for their continued support. That disposition initiative last year has continued this year. I think we'll see a fraction of dispositions relative to last year because CAD 1 billion, I think we can agree, is a bit of a high mark in terms of dollar value of dispositions in any given fiscal year. We have been able to continue with monetizing a few of our assets and hope to continue doing so through 2025 so as to, again, ensure that from a capital allocation standpoint, we're able to keep our leverage ratio at a very healthy level. We're able to maintain healthy liquidity, which I'll come back to in a few minutes, and through that, at the same time, focus on the operational side of our business.

Continuing on the capital allocation front for a moment, we've been able to use some of that liquidity to capitalize on the current unit price trading at a material discount to intrinsic value or IFRS net asset value per unit. That buyback program saw us buy back almost over 7 million units last year at an average price of just over CAD 7, pegged against a net asset value per unit just shy of CAD 14. That NCIB has continued into 2025, where in Q1, we purchased back almost 2 million units at an average price of CAD 7.58. On the operational side, I'm not going to go through each of the bullets, but suffice it to say, again, in an environment where, particularly on the office front, it's not easy to operate out there. Again, we've seen the performance sustained at a healthy level.

We've often talked about the quality of our real estate, and I think these operating metrics are a wonderful validation of just how good our assets are, certainly within the markets that we are situated in. Shifting gears to ESG, we made a commitment on ESG a number of years ago, and that commitment has not wavered. You can see examples of what we do on the environmental front, where, like many out there, we're doing or trying to do our part to counter the effects of climate change. Beyond the environmental side, on the social and the governance side, taking whatever opportunities we have, trying to harness best practice insofar as what others are doing out there so as to do our part, again, both on the social and on the governance side. That is something that will continue as we move forward.

Where we find ourselves today, I think, is a very interesting juncture. In our annual letter to unit holders, which we print and publish and circulate every March, this March, we talked about those headwinds that we've had to manage through the last few years. We also talked about the fact that that interest rate environment that we have been managing through has now shifted back to certainly a more desirable situation with rate reductions and a lower interest rate environment. We felt certainly the conditions were such that one of two things should happen. We should see a healthy recovery in the broader REIT and REOC landscape, public landscape. Or failing that, we suggested that at some point in 2025, we will start to see M&A. We made sure BMO waited till the day of our AGM to announce the interim transaction this morning.

That was pure coincidence. We woke up this morning, and lo and behold, what we think is the first of probably a series of M&A transactions that, all things being equal, in this type of an environment where rates have come down, but you're not seeing the corresponding reaction in the trading values of public REITs and REOCs that continue to trade well below their IFRS net asset values, that at some point, capital is going to go to work, private capital, to capitalize on that disconnect. The announcement this morning that the founder of Interrent, in partnership with GIC, are going to privatize the REIT is just a wonderful example of what that type of a disconnect can result in. Certainly, we've seen the ripple effect of that on the broader REIT-REOC side of things in the market.

It's a very green day for REITs, and certainly that sustains. Regardless, I think from our vantage point, we've taken the steps necessary under the guidance of our board, with the collective efforts of the board and management, to position Artis today in a manner where whatever may be happening, from a macroeconomic perspective, from a geopolitical standpoint, from an interest rate perspective, the worst is behind us. If the waters do get a bit choppy again, having a 40% leverage ratio is a heck of a lot better than having a 50% leverage ratio.

At the same time, having now a healthier level of liquidity and hopefully a liquidity level that should continue to strengthen as we move forward, it puts us in a position where hopefully we can now go back from defense to offense as we had attempted to do when we started on this journey with our new vision in 2021. With that, I will leave my remarks to what I've shared. I want to thank everyone for being here again on behalf of our Board Chair, our trustees, our management team. We do have time for any questions that anyone would like to raise. Okay. That either means we've done a good job of covering all the key points, or people have their eyes on the chocolate chip cookies waiting outside and are anxious to get out there. We're all going to be around for a little while.

Those that have time to stay back and have a chat for a few minutes, we welcome that opportunity. Again, on behalf of Ben, the trustees, the management team, we want to say thank you to all of our supporters here, unit holders, our bankers, our lenders, friends of Artis. We look forward to continuing on this journey together. Thank you very much.

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