RMR Funds Announce Results of Annual Meeting and Commencement of RMR Asia Pacific Real Estate Fund Tender Offer
December 14 2011 - 7:00AM
Business Wire
RMR Real Estate Income Fund (NYSE Amex: RIF) and RMR Asia
Pacific Real Estate Fund (NYSE Amex: RAP) announced the results of
their annual meetings of shareholders held on December 13, 2011 as
follows:
John L. Harrington was elected as a Class I Trustee of each of
the Funds to serve a three year term until the annual meeting of
shareholders in 2014. The preliminary tabulations of the percentage
of shareholders’ votes cast for John L. Harrington are as
follows:
Fund
Percentage of Total Eligible Shares OutstandingCast
For*
RIF 80% RAP 91%
*With respect to RIF, by holders of its
common and preferred shares, voting together as a single class.
Also at the RAP annual meeting, in connection with the proposed
reorganization of RIF into RAP, shareholders of RAP approved the
following proposals:
- the issuance of additional common
shares of RAP in connection with the reorganization;
- revisions to the fundamental investment
objectives and restrictions of RAP; and
- a new investment advisory contract
between RAP and RMR Advisors, Inc.
In the reorganization, common shareholders of RIF will receive
common shares of RAP. The aggregate net asset value (“NAV”) of the
RAP common shares distributed to RIF shareholders will equal the
aggregate NAV of RIF’s common shares outstanding immediately prior
to the reorganization after giving effect to RIF’s share of the
costs of the reorganization. The number of new common shares to be
distributed will be determined as of the end of trading on the
closing date of the reorganization. Pursuant to the reorganization,
preferred shareholders of RIF will receive preferred shares of RAP,
the aggregate liquidation preference of which will equal the
aggregate liquidation preference of RIF’s preferred shares
outstanding immediately prior to the reorganization. The terms of
the preferred shares, including the auction dates, rate period and
dividend payment dates of the preferred shares issued in the
reorganization will be substantively identical to the terms of the
RIF preferred shares.
Subject to the satisfaction of certain conditions set forth in
the Agreement and Plan of Reorganization between RIF and RAP, the
reorganization of RIF with RAP is currently expected to close after
the end of business on Friday, January 20, 2012. Following the
closing, RAP and RIF will become a single closed end fund that will
operate in the same manner that RIF is currently operated. RAP will
change its name to “RMR Real Estate Income Fund” and assume RIF’s
ticker symbol on the NYSE Amex.
RIF’s Board of Trustees declared a final cash distribution to
common shareholders equal to RIF’s estimated undistributed federal
investment company taxable income and net capital gains through the
closing, if any. The record date for RIF’s final distribution will
be the business day prior to the closing of the reorganization. The
payment date for this distribution is anticipated to be on or about
January 31, 2012.
Details of the common share conversion and dividend payment
amounts, if any, will be determined after the end of business on
the closing date and will be announced by press release prior to
the beginning of trading on the NYSE Amex on the first business day
following the closing date. Common shareholders will also receive a
statement from the stock transfer agent for RAP showing the number
of shares they own after the reorganization is completed. After the
reorganization is completed, the existing common shares of RIF will
be cancelled.
RAP today also announced that it commenced a previously
announced tender offer to purchase up to 20% of its outstanding
common shares at a price equal to its NAV per share as of the close
of business on the NYSE Amex on the expiration date of the offer.
The tender offer will expire on January 13, 2012 at 12:01 a.m.
Eastern Time, unless RAP makes a public announcement either
extending or terminating the offer.
Additional terms and conditions of the tender offer are set
forth in RAP’s tender offer materials, which will be distributed to
RAP’s shareholders. If the amount of RAP’s outstanding common
shares that is tendered exceeds the maximum amount of its offer,
RAP will purchase shares from tendering shareholders on a pro rata
basis. Accordingly, there is no assurance that RAP will purchase
all of a shareholder’s tendered shares.
This announcement is not a recommendation, an offer to purchase
or a solicitation of an offer to sell shares of RAP in the tender
offer. The tender offer will be made only by an offer to purchase,
a related letter of transmittal and other documents, which have
been filed with the Securities and Exchange Commission (the “SEC”)
as exhibits to a tender offer statement on Schedule TO. These
documents will be mailed to shareholders and contain important
information about the tender offer and shareholders of RAP are
urged to read them carefully. These documents are also available
free of charge at http://www.sec.gov and from RAP by directing a
request to: RMR Advisors, Inc., Two Newton Place, 255
Washington Street, Suite 300, Newton, MA, 02458 or by calling:
(617) 332-9530.
This communication is not intended to, and shall not, constitute
an offer to purchase or sell shares of RAP or RIF. Investors and
security holders of the Funds are urged to read the Joint Proxy
Statement/Prospectus and other documents filed by the Funds with
the SEC carefully in their entirety because they contain important
information about the reorganization. Investors should
consider the investment objectives, risks, charges and expenses of
their Fund(s) carefully; the Joint Proxy Statement/Prospectus
contains important information regarding the investment objectives,
risks, charges, expenses and other important information about RAP
that investors and security holders of the Funds are urged to read
and consider in their entirety. Investors may obtain free
copies of the Joint Proxy Statement/Prospectus and other documents
filed with the SEC at the SEC’s web site at www.sec.gov. In
addition, free copies of the Joint Proxy Statement/Prospectus and
other documents filed with the SEC may also be obtained by
directing a request to: RMR Advisors, Inc., Two Newton Place,
255 Washington Street, Suite 300, Newton, MA 02458 or by
calling: (617) 332-9530.
RIF and RAP are closed end investment companies advised by RMR
Advisors, Inc.
WARNINGS REGARDING FORWARD LOOKING
STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS
ARE BASED UPON RIF’S AND RAP’S PRESENT BELIEFS AND EXPECTATIONS,
BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR NUMEROUS
REASONS, SOME OF WHICH ARE BEYOND RIF’S AND RAP’S CONTROL. FOR
EXAMPLE:
- THIS PRESS RELEASE REPORTS THE
PRELIMINARY TABULATIONS OF VOTES OF SHAREHOLDERS AND IMPLIES THAT
THE FINAL RESULTS OF THE TABULATIONS OF VOTES MAY BE THE SAME. IN
FACT, THE PRELIMINARY TABULATIONS ARE SUBJECT TO FINAL COUNTINGS OF
VOTES AND VERIFICATIONS THEREOF BY THE APPOINTED INSPECTOR OF
ELECTIONS. THE FINAL VOTES MAY BE DIFFERENT FROM THE RESULTS
IMPLIED BY THE PRELIMINARY TABULATIONS.
- THIS PRESS RELEASE STATES THAT RIF
AND RAP MAY BE REORGANIZED. IN FACT, THIS REORGANIZATION MAY NOT
OCCUR FOR VARIOUS REASONS INCLUDING: (I) BECAUSE OF CHANGED
CIRCUMSTANCES, THE FUNDS' BOARDS, OR CERTAIN OF THEM, MAY DECIDE
NOT TO PROCEED WITH THIS REORGANIZATION; OR (II) THE CONDITIONS SET
FORTH IN THE AGREEMENT AND PLAN OF REORGANIZATION MAY NOT BE
MET.
- THIS PRESS RELEASE STATES THAT THE
FINAL CASH DISTRIBUTION, IF ANY, TO BE PAID TO RIF COMMON
SHAREHOLDERS WILL BE THE ESTIMATED FEDERAL INVESTMENT COMPANY
TAXABLE INCOME AND NET CAPITAL GAINS IN RIF. RIF HAS RECEIVED
DISTRIBUTIONS FROM INVESTMENTS IN REITS. BECAUSE THE
CHARACTERIZATION AS ORDINARY INCOME, CAPITAL GAINS OR RETURN OF
CAPITAL OF THE DISTRIBUTIONS WHICH RIF RECEIVES FROM THESE
INVESTMENTS IS GENERALLY NOT KNOWN BY RIF UNTIL AFTER EACH CALENDAR
YEAR END, IT IS EXPECTED THAT SOME PORTION OF THE DISTRIBUTION
DECLARED BY RIF MAY BE SIMILARLY CHARACTERIZED FOR FEDERAL INCOME
TAX PURPOSES SUBSEQUENT TO THIS YEAR END. ACCORDINGLY, SOME PART OF
ANY AMOUNTS DISTRIBUTED MAY BE CLASSIFIED AS A RETURN OF
CAPITAL.
- THIS PRESS RELEASE STATES THAT RAP HAS
COMMENCED A SELF TENDER OFFER FOR UP TO 20% OF ITS OUTSTANDING
SHARES AT A PRICE EQUAL TO RAP’S NAV PER SHARE. THIS STATEMENT
IMPLIES THAT RAP SHAREHOLDERS WHO DO NOT WISH TO REMAIN RAP
SHAREHOLDERS AFTER RIF IS MERGED INTO RAP AND RAP CHANGES ITS
INVESTMENT OBJECTIVES OR WHO WISH TO SELL THEIR RAP SHARES AT NAV
FOR OTHER REASONS MAY BE ABLE TO SELL THEIR RAP SHARES AT NAV.
HOWEVER, IF RAP SHAREHOLDERS WHO OWN MORE THAN 20% OF RAP’S SHARES
ELECT TO TENDER THEIR SHARES, ONLY A PRO RATA AMOUNT OF THE
TENDERED SHARES FROM EACH SHAREHOLDER WILL BE PURCHASED.
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT SHAREHOLDERS OF RAP
WILL BE ABLE TO SELL ALL OF THEIR RAP SHARES AT RAP’S NAV PER
SHARE.
FOR THESE AND OTHER REASONS, INVESTORS SHOULD NOT PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS.
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