NEWTON, Mass.--(BUSINESS WIRE)--
RMR Real Estate Income Fund (NYSE American: RIF) (the "Fund") today
announced that the board of trustees of the Fund (the "Board") has
approved the terms of the issuance of transferable rights ("Rights") to
the holders of the Fund's common shares of beneficial interest, par
value $0.001 per share ("Common Shares"), as of the record date,
entitling the holders of those Rights to subscribe for Common Shares
(the "Offer"). The Board has determined that it is in the best interests
of the Fund and the holders of its Common Shares (the "Common
Shareholders") to conduct the Offer and thereby to increase the assets
of the Fund available for investment. In making this determination, the
Board considered a number of factors, including potential benefits and
costs. In particular, the Board considered that the Offer would better
enable the Fund to take advantage more fully of existing and future
investment opportunities that may be or may become available, consistent
with the Fund's primary investment objective to provide a high level of
current income. The Offer also seeks to provide an opportunity to
existing Common Shareholders to purchase Common Shares at a discount to
market price.
All of the costs of the Offer, including offering expenses and sales
load, will be borne by RMR Advisors LLC, the Fund's investment adviser,
and not by the Fund and its Common Shareholders.
The record date for the Offer is August 21, 2017 (the "Record Date").
The Fund will distribute to Common Shareholders on the Record Date
("Record Date Common Shareholders") one Right for each Common Share held
on the Record Date. Common Shareholders will be entitled to purchase one
new Common Share for every three Rights held (1 for 3); however, any
Common Shareholder who is issued fewer than three Rights will be
entitled to subscribe for one Common Share. Fractional Common Shares
will not be issued.
The proposed subscription period will commence on the Record Date and is
currently scheduled to expire on September 19, 2017, and the Common
Shares would be purchased on the same day unless extended by the Fund
(the "Expiration Date"). Rights may be exercised at any time during the
subscription period. The Rights are transferable and are expected to be
admitted for trading on the NYSE American LLC (the "NYSE American")
under the symbol "RIF RT" during the course of the Offer.
The subscription price per Common Share (the "Subscription Price") will
be determined on the Expiration Date, and will be equal to 90% of the
average of the last reported sales price of a Common Share of the Fund
on the NYSE American on the Expiration Date and each of the four (4)
immediately preceding trading days (the "Formula Price"). If, however,
the Formula Price is less than 70% of the Fund's net asset value per
Common Share at the close of trading on the NYSE American on the
Expiration Date, the Subscription Price will be 70% of the Fund's net
asset value per Common Share at the close of trading on the NYSE
American on the Expiration Date.
Record Date Common Shareholders who exercise all of their primary
subscription Rights will be eligible for an over-subscription privilege
entitling Record Date Common Shareholders to subscribe, subject to
certain limitations and allotment, for any additional Common Shares not
purchased pursuant to the primary subscription.
The Offer will be made pursuant to the Fund's effective shelf
registration statement on file with the Securities and Exchange
Commission and only by means of a prospectus supplement and accompanying
prospectus. The Fund expects to mail subscription certificates
evidencing the Rights and a copy of the prospectus supplement and
accompanying prospectus for the Offer to Record Date Common Shareholders
within the United States shortly following the Record Date. To exercise
their Rights, Common Shareholders who hold their Common Shares through a
broker, custodian or trust company should contact such entity to forward
their instructions to either exercise or sell their Rights on their
behalf. Common Shareholders who do not hold Common Shares through a
broker, custodian, or trust company should forward their instructions to
either exercise or sell their Rights by completing the subscription
certificate and delivering it to the subscription agent for the Offer,
together with their payment, at one of the locations indicated on the
subscription certificate or in the prospectus supplement.
THE INFORMATION HEREIN IS NOT COMPLETE AND IS SUBJECT TO CHANGE. THIS
DOCUMENT IS NOT AN OFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN
OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE
IS NOT PERMITTED. THIS DOCUMENT IS NOT AN OFFERING, WHICH CAN ONLY BE
MADE BY A PROSPECTUS. INVESTORS SHOULD CONSIDER THE FUND'S INVESTMENT
OBJECTIVES, RISKS, CHARGES AND EXPENSES CAREFULLY BEFORE INVESTING. THE
FUND'S PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS WILL CONTAIN
THIS AND ADDITIONAL INFORMATION ABOUT THE FUND AND ADDITIONAL
INFORMATION ABOUT THE OFFER, AND SHOULD BE READ CAREFULLY BEFORE
INVESTING. FOR FURTHER INFORMATION REGARDING THE OFFER, OR TO OBTAIN A
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, WHEN AVAILABLE,
PLEASE CONTACT THE FUND'S INFORMATION AGENT:
AST Fund Solutions
55 Challenger Road, Suite 201
Ridgefield
Park, NJ 07660
(877) 478-5039
About RMR Real Estate Income Fund
The Fund is a diversified, closed-end management investment company. The
Fund's primary investment objective is to earn and pay to its common
shareholders a high level of current income by investing in real estate
companies. Capital appreciation is the Fund's secondary objective. Under
normal market conditions, the Fund will invest at least 90% of its
managed assets (consisting of the net asset value of the Fund's common
shares plus the liquidation preference of the Fund's preferred shares
and the principal amount of the Fund's outstanding borrowings) in income
producing securities issued by real estate companies, including common
shares, preferred shares and debt; at least 75% of its managed assets in
securities issued by REITs; and no more than 10% of its managed assets
in securities denominated in currencies other than the U.S. dollar or
traded on a non-U.S. stock exchange.
In general, a portion of the distributions paid by the Fund may
constitute a return of capital to shareholders, rather than a dividend,
to the extent such distributions exceed the Fund's current and
accumulated earnings and profits. The portion of any distribution
treated as a return of capital will not be subject to tax currently, but
will result in a corresponding reduction in a shareholder's basis in
Fund shares and in the shareholder recognizing more gain or less loss
(i.e., will result in an increase of a shareholder's tax liability) when
the shareholder later sells Fund shares. Distributions in excess of a
shareholders' adjusted tax basis in its shares are generally treated as
capital gains. The Fund's distribution rate will vary based upon the
distributions received from underlying investments. The Fund can make no
assurance as to what percentage of the distributions paid on the shares
will consist of tax-deferred return of capital.
For information about the Fund, please contact your financial advisor.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170811005202/en/
RMR Funds
Joselyn Fine, 617-796-8253
Investor Relations Analyst
www.rmrfunds.com
Source: RMR Funds
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