Ladies and gentlemen, thank you for standing by and welcome to today's conference call. I would now like to turn the conference over to Heather Nikkel, Senior Vice President of Investor Relations of Artis Real Estate Investment Trust. Please go ahead, Heather.
Thank you, Operator, and good morning, everyone. Thank you for taking the time to join the call this morning. Today, we are very excited to walk you through the transformative business combination between Artis Real Estate Investment Trust and RFA that was announced earlier this morning. For this call, we will be running through the investor presentation that accompanies the transaction, which can be accessed on the Artis Real Estate Investment Trust website in the Investor Relations section and seen in real time on the webcast version of this conference call. Please note that the press release announcing the proposed transaction can also be found on Artis Real Estate Investment Trust's corporate website.
Joining me on the call today are Samir Manji, President and Chief Executive Officer of Artis Real Estate Investment Trust, and Ben Rodney, President, Chief Executive Officer, and Managing Partner at RFA, and the current Chair of Artis Real Estate Investment Trust's Board of Trustees. Samir and Ben will walk you through the transaction. Before we begin, please note that today's call will include forward-looking statements and information. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including the risks described under the headings Risk Factors in Artis Real Estate Investment Trust's annual information form for the year ended December 31, 2024, and Risks and Uncertainties in Artis Real Estate Investment Trust's Q2 2025 MD&A, as well as in our investor presentation and transaction news release, all of which can be accessed on Artis Real Estate Investment Trust's website.
Forward-looking statements reflect management's views only as of today's date. We do not undertake to revise them or reflect subsequent events or circumstances, and participants should not place undue reliance on these statements. In addition, we will reference certain non-GAAP financial measures during this call. These measures do not have standardized meanings under GAAP, may differ from those used by other issuers, and should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP. They are intended to provide supplemental information regarding the transaction. For further detail on these measures, please see our investor presentation and transaction news release. Unless otherwise noted, all dollar amounts referenced on this call are in Canadian currency. I will now pass it over to Samir.
Thank you, Heather, and thank you everyone for joining us today as we discuss this exciting and transformational transaction for both Artis Real Estate Investment Trust and RFA. We will begin today's presentation with a high-level summary, followed by a more detailed overview of the businesses and strategic rationale for the transaction. We will wrap up by providing medium-term targets for the platform. This transaction combines a growing financial services platform centered on a Schedule 1 bank with Artis's high-quality diversified real estate portfolio. The result is a structurally advantaged platform that pairs growth opportunities with capital, creating a unique opportunity to unlock significant value creation potential for all shareholders. Why combine a REIT with a bank-led financial services platform?
Strategically, there is a simple but also creative and unique vision for the combined entity, which is to unlock value from the Artis portfolio through monetizing assets and to rotate this capital into potentially high ROE growth opportunities identified within the RFA financial services platform. This rotation of capital into higher yielding opportunities will create significant value for shareholders as the business plan is executed and the platform scales. Artis brings a large real estate portfolio and management platform that features asset class and geographic diversification. The intrinsic equity value of this portfolio is underpinned by stable cash flows, institutional quality real estate, strong tenant covenants, and strategic geographic positioning. This foundation provides both resilience and optionality, enabling flexibility in executing asset sales while maintaining downside protection. RFA contributes to a dynamic banking business with scalable economics and strong operating momentum.
Together, the combined entity is positioned to deliver enhanced earnings power, operational efficiency, and long-term value creation potential achieved through leveraging Artis's platform and balance sheet strength to support and amplify the growth of RFA's banking platform. In turn, Artis gains exposure to a financial services engine, diversifying its income streams and enhancing its public market positioning. For investors, this merger represents a compelling combination of scale, growth, and strategic synergies with the potential to drive outsized returns over time. The combined entity also intends to supplement shareholder returns by offering an attractive annual dividend of $0.44 per share. This dividend is expected to be well covered by net income and cash flow generated by the combined businesses, and we expect this dividend to grow over time as we execute on this vision. I'll now pass it over to Ben.
Thank you, Samir. We want to highlight five key points on the transaction. The resulting issue of the merger will be named RFA Financial and will be listed on the Toronto Stock Exchange. We are bringing together a leadership team that reflects the strength and strategic alignment of both organizations. I will serve as President and Chief Executive Officer of RFA Financial. My focus has always been on disciplined growth, capital markets execution, and long-term value creation, and I'm excited to lead RFA Financial as we become a publicly listed bank-led financial services company. Joining me is Samir Manji, who will serve as Executive Chairman of RFA Financial. Samir brings deep capital markets experience and expertise in real estate investment, capital allocation, and public company leadership. His strategic oversight and institutional credibility will be key in guiding the combined entity's long-term vision and governance.
Together, we bring a combination of significant financial services experience and long-term real estate experience, positioning RFA Financial to deliver sustainable growth, enhanced shareholder value, and long-term platform resilience. We also want to provide detail on the expected timing of the transaction closing, which we are currently expecting for the first quarter of 2026, subject to customary approvals and closing conditions. All existing Artis unit holders and existing RFA shareholders will receive shares in RFA Financial, which will be a new issuer on the TSX. When the transaction is completed, Artis common unit holders will represent 68% of pro forma ownership, with RFA shareholders representing the remaining 32%. RFA Financial intends to pay a quarterly cash dividend to shareholders, initially expected to be set at $0.11 per share, representing $0.44 per share on an annualized basis, with the intention to grow the distribution over time as RFA Financial's earnings grow.
We have touched on some of these themes already, but this page provides a summary of the key investment highlights of the combined entity. First, the transaction creates a diversified financial services platform of scale with a cost-of-funds advantage and compelling investment opportunity set to fuel the growth of a Canadian bank. Second, this transaction is expected to provide investors with a compelling value creation opportunity as capital is rotated out of Artis's real estate and into RFA's platform at a materially higher ROE than would be achieved if invested in commercial real estate assets. The primary focus of the business will be to maximize shareholder returns by compounding earnings growth through disciplined capital allocation. Third, management has the benefit of being able to redeploy capital into a number of identified organic and inorganic opportunities.
Our broad opportunity set will allow management to take a disciplined approach to capital allocation, deploying capital only to the highest risk-adjusted return alternatives that are anticipated to be accretive to the value of the combined business. Overall, we expect capital redeployment to be accretive to net income over time, with investor returns further supplemented by a sustainable dividend we intend to grow. Fourth, the transaction provides Artis's unit holders with diversification benefits and access to the highly attractive Canadian financial services sector, which historically has generated durable double-digit returns for equity investors through business cycles. Lastly, the merger leverages the expertise of both leadership teams and combines the significant real estate knowledge and public market expertise from Artis with experienced private market operators who have had a successful track record of prudent capital allocation within RFA.
We will now provide a more granular summary of the RFA platform. RFA is a diversified financial services platform centered around a Canadian Schedule 1 bank and is known for providing innovative financial solutions primarily to the Canadian residential mortgage market. Primary business, RFA Bank of Canada, has approximately $2.5 billion of assets and offers single-family and multi-unit residential mortgages, as well as commercial and construction lending, all of which are primarily funded through GICs. To provide some history, RFA Bank was formed following the acquisition of Street Capital in 2019. Since then, in a short period of time, the RFA platform has doubled the bank's lending assets and increased profitability significantly. RFA has also invested heavily in the business since inception to create a foundation that supports efficient scaling. This foundation will be key as we start redeploying capital from Artis's asset sale into the bank.
The bank's product offering is complemented by RFA Mortgage Corp, which broadens the addressable market with a focus on the origination and sale of privately insured residential mortgages. RFA Mortgage Corp is also experiencing significant growth since its formation in 2018 and completed just under $3 billion of residential mortgage originations in the 12 months ended June 30, 2025. Lastly, the RFA platform includes other strategic investments. These investments represent ownership stakes in an asset and wealth manager with a combined AUM of $1.1 billion. As these platforms expand, we believe they will be accretive to the value of the combined business. To the right of the page, we have outlined how the transaction is such a compelling combination and beneficial to both RFA shareholders and Artis unit holders.
The key point we want to drive home is that the transaction provides investors with an opportunity to participate in a diversified bank-led entity with enhanced access to capital and significant growth in earnings potential. This is a very exciting opportunity for all stakeholders in these businesses and marks a transformational milestone for Artis unit holders. RFA has a significant growth opportunity in the highly attractive residential mortgage market. Our goal is to harness Artis's underlying real asset value to fuel significant growth and scale opportunities within the bank and the broader RFA platform. The cost-of-funds advantage from these proceeds is highly differentiated and difficult to replicate in today's market, which gives us a competitive advantage and positions us well to scale the platform significantly in the years to come. We are entering the next chapter of our journey with confidence.
This transaction marks a pivotal moment for RFA as we rotate capital from Artis into high-yield RFA products. The financial intrinsic value embedded in Artis's real estate asset base anchors RFA with the fuel to achieve meaningful growth in the financial services sector, giving us the ability to scale efficiently and strategically.
Artis owns a high-quality diversified real estate portfolio, which spans approximately 10 million square feet across 92 properties in Canada and the U.S. The portfolio is well diversified with exposure to industrial, retail, multi-residential, and office properties, and it's delivered very stable performance, as evidenced by consistent historical occupancy levels over time. The diversification across regions and asset classes allows us to remain flexible in our disposition strategy as market conditions evolve in any particular sub-region or asset class. We would also like to highlight Artis's proven track record of executing asset dispositions, including completing approximately $1.5 billion of dispositions since mid-2023 at values near IFRS fair value. Going forward, we are confident in our ability to surface further value from the Artis portfolio through the next phase of our capital recycling program.
The RFA platform includes the primary business lines of RFA Bank of Canada and RFA Mortgage Corp, along with other strategic investments for a broad financial services offering. As we recycle proceeds from Artis Real Estate Investment Trust into the RFA platform, we expect significant growth opportunities in originations in both the bank and mortgage corporation, and in turn, the net income each of these arms produces. Our investment in the business to date has placed us in a very unique position where we are now at the precipice of being able to scale through investments in identified organic and inorganic growth opportunities. The combination with Artis Real Estate Investment Trust provides the overall platform with access to substantial capital and liquidity to fund these growth initiatives and utilize RFA's unique operating leverage advantage to drive higher ROE metrics and improving efficiency ratios for the platform over time.
This next slide drills deeper into the value creation opportunities we have identified. The combination of RFA and Artis unlocks three distinct drivers of shareholder value. Firstly, the RFA platform has a track record of driving attractive organic growth, delivering a 32% net income CAGR since 2021. The transaction presents a compelling opportunity to fuel further growth opportunities in the platform with an attractive capital source. Secondly, Artis units in the public markets are currently trading at a significant discount to net asset value, whereas we believe private market transactions support these property values, as we demonstrated through approximately $1.5 billion of dispositions near IFRS values over the past two years. We believe there is a compelling argument for an equity valuation re-rate as we surface value from the Artis portfolio in line with fundamental values and redeploy the proceeds into the RFA platform at materially higher rates of return.
As this transition occurs, investors are expected to benefit from an attractive dividend out of the gate as the business plan is executed and high ROE growth is achieved. Lastly, we expect to selectively deploy capital into inorganic opportunities, including selective loan acquisition opportunities to grow the platform. On this front, we expect to take a disciplined approach to capital redeployment. What this means is a careful consideration of all alternatives, both within our own platform and external opportunities, and selectively deploy capital into the highest risk-adjusted return alternatives available. Our pipeline is full of exciting opportunities that meet these criteria.
Next, we want to highlight the opportunity that's embedded within the RFA platform and specifically within the bank. The top left-hand corner of the page magnifies the impressive growth RFA has already achieved. What's exciting is that we expect this trajectory to accelerate meaningfully as a result of this transaction. This is a platform with the infrastructure in place to absorb capital and growth efficiently and profitably, achieving additional benefits through economies of scale. This is just one example of how we can unlock value through disciplined capital deployment. This slide reflects the strength and stability of the financial services sector. The top of the page highlights the consistency of returns the Canadian financial sector has delivered since 2002, with an average return on equity consistently above 10%, even in challenging macroeconomic environments. This isn't just about resilience; it's about reliability.
Through tech crashes, financial crises, and global shocks, Canadian banks have proven their ability to generate value and protect investor capital. The Canadian financial services sector has consistently delivered strong, stable returns, even through market turbulence. Over the past two decades, it has outperformed various sectors, including real estate. By investing in RFA Financial, you're gaining exposure to a sector with a long track record of performance and a platform that's built to scale within it.
We are not just betting on the sector. We are backing it with an experienced leadership team that knows how to execute and bring seamless continuity from both entities. Our executive team brings together decades of experience across banking, real estate, capital markets, and asset management. From underwriting billions of dollars in mortgages to leading public companies, this team has done it, and they're committed to continuing to do it moving forward. We have paired public market discipline with private market agility, creating a leadership bench that's focused, aligned, and execution-driven. This is a team built to deliver and to lead RFA Financial into its next phase of growth. Our leadership team is also backed by a deep bench of experienced business executives with decades of combined experience and proven track records as operators in their respective roles.
We are very excited about the quality of the team across the platform who will be supporting our senior leadership executives. Overseeing and supporting our leadership team will be an experienced and highly qualified board of directors with deep expertise across capital markets, real estate, investment banking, and corporate governance. This group brings a decades-long track record of driving performance, navigating complex transactions, and stewarding shareholder value in both public and private markets. We have built a board that reflects the strength of both Artis and RFA, combining institutional knowledge with fresh strategic insight. From managing multi-billion dollar portfolios to leading public REITs and financial institutions, this board is equipped to guide RFA Financial through its next phase of growth. Strong governance, aligned vision, and proven leadership, this is the team that will help us execute with discipline and deliver with confidence.
Looking ahead, the path is clear, and the potential is extraordinary. Over the next three to five years, we're targeting total lending assets growing to $8 billion to $12 billion, driven by a sharp increase in annual originations. This is a platform built for scale, and we're ready to deploy capital into high-return opportunities with a targeted ROE in the low to mid-teens range. We're planning $1.3 billion to $1.5 billion in cumulative asset sales, unlocking significant capital to be reinvested into the core banking and mortgage operations, where returns are strongest. We expect RFA Bank's net income to grow at a CAGR of 40% to 50%, fueled by capital reallocation and disciplined execution. That is not just growth; that is acceleration.
We expect to be doing all this while maintaining a target payout ratio below 65%, positioning us to reinvest in growth while delivering a sustainable dividend that we intend to grow over time as the business scales. This is a future-ready financial services firm with the scale, strategy, and leadership to deliver strong performance and long-term value.
Let's now turn to our dividend strategy, something we know is top of mind for many of our investors. We are pleased to share that the annual dividend is expected to be recalibrated to $0.44 per share, paid quarterly. This level reflects a thoughtful balance between delivering meaningful income to shareholders and maintaining flexibility to reinvest in growth. Importantly, these dividends are projected to be fully covered by the robust earnings of the combined entity. This ensures both sustainability and reliability, reinforcing our disciplined approach to capital management. That means we're not stretching to pay it. It's backed by real recurring cash flow and profitability, which gives us confidence in its sustainability. From a tax perspective, dividends are expected to be classified as eligible dividends for Canadian taxable investors. This provides the benefit of preferential tax treatment, enhancing after-tax returns.
Looking ahead, we're targeting a payout ratio of below 65% of earnings within the next three to five years. That's a signal of our long-term commitment to value creation and disciplined capital management. In summary, our capital allocation strategy is sound and will be disciplined. We're focused on delivering a stable, recurring dividend that we expect to grow over time in line with earnings. Let's conclude by bringing it all together. This is a bold move, one that creates a scaled bank-led financial services platform with the power to reshape the landscape. We're combining the strength of Artis with the growth engine of RFA to unlock a platform built for performance. We're not just reallocating capital; we're activating it. By rotating out of Artis's real estate and into RFA's high-return products, we're setting the stage for accelerated growth, healthy cash flow, increased profitability, and material value creation.
The opportunity ahead is clear. Multiple growth levers, a platform with the infrastructure in place to absorb capital and grow, and a cost-of-funds advantage that's tough to match. Add to that a sustainable growing dividend, and you've got a compelling formula for long-term shareholder returns. Investors gain exposure to one of the most resilient and profitable sectors in Canada, financial services, with a track record of double-digit ROEs across cycles. With a seasoned leadership team and a unified strategic vision, we're ready to execute. This is the next chapter for our owners, and it's a compelling growth story. We're excited, we're ready, and we're just getting started. Ben and I would like to thank you all for joining us. We will now turn it back to the Operator.
Thank you, Samir and Ben. Ladies and gentlemen, this concludes today's conference call. Thank you for joining. You may now disconnect your line.