Rmr Asia Real Estate Fd (AMEX:RAF)
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This press release makes announcements concerning the following closed
end mutual funds:
RMR Real Estate Fund (NYSE Alternext US: RMR);
RMR Real Estate and Hospitality Fund (NYSE Alternext US: RHR);
RMR F.I.R.E. Fund (NYSE Alternext US: RFR);
RMR Preferred Dividend Fund (NYSE Alternext US: RDR);
RMR Dividend Capture Fund (NYSE Alternext US: RCR);
RMR Asia Pacific Real Estate Fund (NYSE Alternext US: RAP); and
RMR Asia Real Estate Fund (NYSE Alternext US: RAF).
2008 Year End Distributions:
The following closed end funds will make distributions to their
respective common shareholders of the following amounts of their
estimated 2008 taxable net investment ordinary income which was not
previously distributed:
Name of Fund
Amount ofDistributionPer
Share
Record Date
Payment Date*
RMR Real Estate Fund
$0.11
12/29/2008
1/28/2009
(NYSE Alternext US: RMR)
RMR Hospitality and Real Estate Fund
$0.30
12/29/2008
1/28/2009
(NYSE Alternext US: RHR)
RMR Preferred Dividend Fund
$0.09
12/29/2008
1/28/2009
(NYSE Alternext US: RDR)
RMR Dividend Capture Fund
$0.35
12/29/2008
1/28/2009
(NYSE Alternext US: RCR)
*On or about.
2009 Dividend Policies:
Prior to October 2008, each of RMR, RHR, RDR, RCR and RFR paid monthly
distributions to common shareholders. On October 16, 2008, these funds
announced that they were suspending the payment of common share
distributions until further notice because they did not satisfy the
asset coverage ratios of their outstanding fund preferred shares which
are preconditions to the payment of common share distributions. On
November 26, 2008, these funds announced that they had called for
redemption sufficient amounts of their respective fund preferred shares
to become compliant with the preconditions for the payment of common
share distributions.
In 2009, each of RMR, RHR, RFR, RDR and RCR expects to pay quarterly
distributions of net investment income to common shareholders for the
three month periods ending March 31, June 30, September 30 and December
31, 2009. The amounts of these distributions, the record dates and the
payment dates will be announced at about the end of each calendar
quarter. The annualized amounts of these distributions are expected to
be substantially less than the annualized distribution rates paid by
these funds before October 2008. Net realized capital gains, if any, are
expected to be included in the December 31, 2009 distribution.
In addition to the quarterly distributions by RMR, RHR, RFR, RDR and
RCR, these funds, and RAP and RAF, may pay 2009 year end distributions
to common shareholders in the event that their respective 2009 net
investment income, or net realized capital gains, exceed the amounts
distributed before year end 2009.
Fund Mergers:
On August 26, 2008, RMR, RHR and RFR announced that they had filed a
preliminary Joint Proxy and Registration Statement/Prospectus with the
U.S. Securities and Exchange Commission (the “SEC”) relating to a
possible merger of those three funds. Because of changed market
conditions since then and because of the reduced size of each of these
funds resulting from those changed market conditions and the redemptions
of fund preferred share by each of RMR, RHR, RFR, RDR and RCR, the
Boards of Trustees of each of these five funds have directed management
to prepare and file with the SEC an amended Joint Proxy and Registration
Statement/Prospectus. The purpose of this amended Joint Proxy and
Registration Statement/Prospectus will be to present a plan to merge
each of RMR, RHR, RFR, RDR and RCR into one new fund.
The Boards of Trustees of RAP and RAF have also directed the management
of these two funds to prepare and file with the SEC a Joint Proxy and
Registration Statement/Prospectus. The purpose of this Joint Proxy and
Registration Statement/Prospectus will be to present a plan to merge RAP
and RAF.
If the mergers described in the foregoing two paragraphs occur, the
seven funds referenced in this press release will be merged to become
two funds: (i) RMR Real Estate Income Fund (“New RMR”), a newly formed
fund which will combine RMR, RHR, RFR, RDR and RCR and will be primarily
invested in securities issued by U.S. based real estate companies,
including real estate investment trusts, or REITs, and (ii) New RMR Asia
Pacific Real Estate Fund (“New RAP”), a newly formed fund which will
combine RAP and RAF and will be primarily invested in securities issued
by real estate companies based in the Asia Pacific region. The process
of completing these mergers will require the approval of the funds’
shareholders and is expected to take several months. There can be no
assurance that these mergers will occur.
This press release is not intended to, and shall not, constitute an
offer to purchase or sell shares of any of the affected funds, including
New RMR and New RAP; nor is this press release intended to solicit a
proxy from any shareholder of any of the affected funds. The
solicitation of the purchase or sale of securities or of proxies to
effect each fund merger may only be made by a final, effective
Registration Statement, which includes a definitive Joint Proxy
Statement/Prospectus, after the Registration Statement is declared
effective by the SEC.
Additional Information About the Proposed
Fund Mergers and Where to Find It:
This press release references an amended Registration Statement, which
includes an amended Joint Proxy Statement/Prospectus, to be filed by New
RMR, RMR, RHR, RFR, RDR and RCR, and a separate Registration Statement,
which includes a Joint Proxy Statement/Prospectus, to be filed by New
RAP, RAP and RAF. Neither of these documents have yet been prepared or
filed with the SEC. After these documents are filed with the SEC they
may be amended or withdrawn and they will not be distributed to
shareholders of the affected funds unless and until they are declared
effective by the SEC.
The funds and their respective trustees, officers and employees, and the
funds' investment advisor, RMR Advisors, Inc. ("Advisor"), and its
shareholders, officers and employees and other persons may be deemed to
be participants in the solicitation of proxies with respect to these
proposed combinations. Investors and shareholders may obtain more
detailed information regarding the direct and indirect interests of the
funds' respective trustees, officers and employees, and the Advisor's
shareholders, officers and employees and other persons by reading the
preliminary and definitive Joint Proxy Statement/Prospectuses regarding
the proposed combinations, filed with the SEC, when they become
available.
The Registration Statements of New RMR and New RAP have not yet become
effective, and the information contained therein, including information
in the preliminary Joint Proxy Statement/Prospectuses, is not complete
and is subject to change. INVESTORS AND SECURITY HOLDERS OF THE FUNDS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUSES AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED FUND MERGERS. INVESTORS SHOULD CONSIDER THE INVESTMENT
OBJECTIVES, RISKS AND CHARGES AND EXPENSES OF THE FUNDS CAREFULLY. THE
JOINT PROXY STATEMENT/PROSPECTUSES WILL CONTAIN THE INVESTMENT
OBJECTIVES, RISKS AND CHARGES AND EXPENSES AND OTHER IMPORTANT
INFORMATION ABOUT THE FUNDS. New RMR and New RAP may not sell securities
until their respective Registration Statements filed with the SEC are
effective. Neither Joint Proxy Statement/Prospectus is an offer to sell
securities, nor is it soliciting an offer to buy securities, in any
state where such offer or sale is not permitted.
Investors may obtain free copies of each Registration Statement and
Joint Proxy Statement/Prospectus and other documents (when they become
available) filed with the SEC at the SEC's web site at www.sec.gov.
In addition, free copies of each Joint Proxy Statement/Prospectus and
other documents filed with the SEC may also be obtained after each
Registration Statement becomes effective by directing a request to: RMR
Advisors, Inc., 400 Centre Street, Newton, MA, 02458 or by calling:
(617) 796-8253.
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 THE PRESENT BELIEFS AND EXPECTATIONS OF THE FUNDS IDENTIFIED
IN THIS PRESS RELEASE. HOWEVER, THESE FORWARD LOOKING STATEMENTS AND
THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND THEY MAY NOT OCCUR
FOR VARIOUS REASONS, SOME OF WHICH ARE BEYOND THE CONTROL OF THE
AFFECTED FUNDS. FOR EXAMPLE:
THIS PRESS RELEASE DESCRIBES YEAR END DISTRIBUTIONS TO BE PAID BY RMR,
RHR, RDR AND RCR ON OR ABOUT JANUARY 28, 2009 TO SHAREHOLDERS OF
RECORD OF THOSE FUNDS ON DECEMBER 29, 2008. APPLICABLE PROVISIONS OF
THE INVESTMENT COMPANY ACT OF 1940 (THE “1940 ACT”) AND OF EACH OF
THESE FUNDS’ BYLAWS CONCERNING THEIR OUTSTANDING FUND PREFERRED SHARES
PROHIBIT PAYMENTS OF COMMON SHARE DISTRIBUTIONS UNLESS CERTAIN
FINANCIAL RATIOS ARE SATISFIED. EACH OF THESE FUNDS BELIEVES IT IS
CURRENTLY IN COMPLIANCE WITH THESE FINANCIAL RATIO PRECONDITIONS FOR
PAYMENTS OF COMMON SHARE DISTRIBUTIONS. HOWEVER, APPLICABLE FINANCIAL
RATIOS ARE AFFECTED BY CHANGES IN THE MARKET VALUES OF THE SECURITIES
IN WHICH EACH OF THESE FUNDS ARE INVESTED. THE MARKET VALUES OF THE
TYPES OF SECURITIES IN WHICH EACH OF THESE FUNDS ARE INVESTED,
INCLUDING REIT SECURITIES, RECENTLY HAVE BEEN VOLATILE. IF THE MARKET
VALUES OF THE SECURITIES IN WHICH ANY OF THESE FUNDS IS INVESTED
DECLINES SIGNIFICANTLY, THE PRECONDITIONS TO THE PAYMENT OF COMMON
SHARE DISTRIBUTIONS MAY NOT BE SATISFIED, AND THE DISTRIBUTIONS
DESCRIBED IN THIS PRESS RELEASE OR SOME OF THEM MAY NOT BE PAID.
THIS PRESS RELEASE STATES THAT THE AMOUNTS OF DISTRIBUTIONS TO BE PAID
TO COMMON SHAREHOLDERS OF RECORD ON DECEMBER 29, 2008 OF RMR, RHR, RDR
AND RCR IS THE ESTIMATED TAXABLE NET INVESTMENT ORDINARY INCOME EARNED
BY THESE FUNDS IN 2008 NOT PREVIOUSLY DISTRIBUTED. EACH OF THESE FUNDS
HAS RECEIVED DISTRIBUTIONS FROM INVESTMENTS IN REITS AND OTHER CLOSED
END INVESTMENT MANAGEMENT COMPANIES. THE CHARACTERIZATION AS ORDINARY
INCOME, CAPITAL GAINS OR RETURN OF CAPITAL OF THE DISTRIBUTIONS WHICH
THESE FUNDS RECEIVED FROM THESE INVESTMENTS IS GENERALLY NOT KNOWN BY
THESE FUNDS UNTIL AFTER EACH CALENDAR YEAR END. ACCORDINGLY, EACH
FUND’S CURRENT ESTIMATE OF TAXABLE NET INVESTMENT ORDINARY INCOME
DURING 2008 MAY NEED TO BE REVISED.
THIS PRESS RELEASE STATES THAT RMR, RHR, RFR, RDR AND RCR EXPECT TO
PAY QUARTERLY DISTRIBUTIONS TO COMMON SHAREHOLDERS IN 2009. IN FACT,
COMMON SHARE DISTRIBUTIONS MAY NOT BE PAID BY SOME OR ALL OF THESE
FUNDS DURING 2009 FOR SEVERAL REASONS, INCLUDING: (I) THESE FUNDS MAY
NOT REALIZE NET INVESTMENT INCOME IN 2009; (II) THESE FUNDS MAY NOT
SATISFY THE PRECONDITIONS FOR THE PAYMENT OF COMMON SHARE
DISTRIBUTIONS ESTABLISHED IN THE 1940 ACT OR IN THESE FUNDS’ BYLAWS;
(III) IF THESE FUNDS ARE MERGED OR OTHERWISE CEASE TO EXIST, THEY WILL
NOT PAY QUARTERLY DISTRIBUTIONS BUT THEIR DIVIDEND POLICIES WILL BE
DESCRIBED IN THE PROXY STATEMENT CONCERNING THE MERGERS; AND (IV) THE
RESPECTIVE BOARD OF TRUSTEES OF ONE OR MORE OF THESE FUNDS MAY DECIDE
IN ITS DISCRETION TO CHANGE THE DISTRIBUTION POLICY OF THAT FUND.
THIS PRESS RELEASE STATES THAT EACH OF THE FUNDS DESCRIBED IN THIS
PRESS RELEASE MAY PAY 2009 YEAR END DISTRIBUTIONS TO COMMON
SHAREHOLDERS IN THE EVENT THAT THEIR RESPECTIVE 2009 EARNINGS EXCEED
AMOUNTS DISTRIBUTED BEFORE YEAR END 2009. THE IMPLICATION OF THIS
STATEMENT MAY BE THAT SOME OR ALL OF THESE FUNDS WILL PAY YEAR END
2009 DISTRIBUTIONS. IN FACT, ONLY FOUR OF THESE SEVEN FUNDS INTEND TO
PAY 2008 YEAR END DISTRIBUTIONS AND THERE CAN BE NO ASSURANCE THAT ANY
OF THESE FUNDS WILL PAY 2009 YEAR END DISTRIBUTIONS.
THIS PRESS RELEASE STATES THAT THE BOARDS OF RMR, RHR, RFR, RDR AND
RCR HAVE DIRECTED MANAGEMENT TO PREPARE DOCUMENTS FOR FILING WITH THE
SEC TO PROPOSE MERGERS OF THESE FUNDS. THE IMPLICATION OF THIS
STATEMENT IS THAT THESE FUNDS MAY MERGE. IN FACT, THESE MERGERS MAY
NOT OCCUR FOR VARIOUS REASONS INCLUDING: (I) BECAUSE OF CHANGED
CIRCUMSTANCES, THESE BOARDS OR CERTAIN OF THEM MAY DECIDE NOT TO
PROCEED WITH THESE MERGERS; OR (II) THE SHAREHOLDERS OF ONE OR MORE OF
THESE FUNDS MAY NOT APPROVE THESE MERGERS. FOR SIMILAR REASONS, THE
POSSIBLE MERGER OF RAP AND RAF DESCRIBED IN THIS PRESS RELEASE MAY NOT
OCCUR.
FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE UPON THE FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.