First Trust Advisors L.P. (“FTA”) announced today that the Board of Trustees of First Trust Heitman Global Prime Real Estate ETF (NYSE Arca: PRME), an actively managed exchange-traded fund (“ETF”), managed by FTA, approved the reorganization of PRME into First Trust FTSE EPRA/NAREIT Developed Markets Real Estate Index Fund (NYSE Arca: FFR), an index based ETF managed by FTA. The reorganization has also been approved by the Board of Trustees of the FFR. FFR will be the surviving fund.
Under the terms of the proposed transaction, which is expected to be tax-free, the assets of PRME would be transferred to, and the liabilities of PRME would be assumed by, FFR, and shareholders of PRME would receive shares of FFR with a value equal to the aggregate net asset value of the PRME shares held by them. It is currently expected that the transaction will be consummated before the end of 2019, subject to requisite shareholder approval of PRME and satisfaction of applicable regulatory requirements and approvals and customary closing conditions. There is no assurance when or whether such approvals, or any other approvals required for the transaction, will be obtained. More information on the proposed transaction will be contained in a registration statement/proxy materials that will be filed with the SEC in the coming weeks. Upon completion of the proposed transaction, the investment objectives and strategies of FFR will remain unchanged.
PRME is an actively managed ETF that seeks to provide a long-term total return. PRME seeks to achieve its investment objectives by investing at least 80% of its net assets in U.S. and non-U.S. exchange-traded real estate securities, which includes real estate investment trusts, real estate operating companies and common stocks or depositary receipts of companies primarily engaged in the real estate industry.
FFR is an index based ETF that seeks investment results that correspond generally to the price and yield (before the Fund’s fees and expenses) of an equity index called the FTSE EPRA/NAREIT Developed Index. FFR pursues this investment objective by investing at least 90% of its net assets in the common stocks, and depositary receipts that comprise the index. The index is designed to measure the stock performance of companies engaged in specific real estate activities, including the ownership, trading and development of income-producing real estate, in the North American, European, and Asian real estate markets.
FTA is a federally registered investment advisor and serves as the investment advisor of PRME and FFR. FTA and its affiliate First Trust Portfolios L.P. (“FTP”), a FINRA registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets under management or supervision of approximately $125 billion as of February 28, 2019 through unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and separate managed accounts. FTA is the supervisor of the First Trust unit investment trusts, while FTP is the sponsor. FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based in Wheaton, Illinois.
ADDITIONAL INFORMATION ABOUT THE PROPOSED REORGANIZATION AND WHERE TO FIND IT
This press release is not intended to, and shall not, constitute an offer to purchase or sell shares of PRME or FFR; nor is this press release intended to solicit a proxy from any shareholder of PRME or FFR. The solicitation of the purchase or sale of securities or of proxies to effect the transaction may only be made by a final, effective Registration Statement, which includes a definitive Proxy Statement/Prospectus, after the Registration Statement is declared effective by the SEC.
This press release references a Registration Statement, which includes a Proxy Statement/Prospectus, to be filed by FFR. This Registration Statement has yet to be filed with the SEC. After the Registration Statement is filed with the SEC, it may be amended or withdrawn and the Proxy Statement/Prospectus will not be distributed to shareholders of PRME unless and until the Registration Statement is declared effective by the SEC.
PRME, FFR, FTA, FTP and their respective trustees, officers and employees, and other persons may be deemed to be participants in the solicitation of proxies with respect to the proposed reorganization. Investors and shareholders may obtain more detailed information regarding the direct and indirect interests of PRME’s, FFR’s, FTA’s and FTP’s respective directors, trustees, officers and employees by reading the Proxy Statement/Prospectus regarding the proposed reorganization when it is filed with the SEC.
Investors and security holders of PRME are urged to read the Proxy Statement/Prospectus and other documents filed with the SEC carefully in their entirety when they become available because they will contain important information about the proposed reorganization. Investors should consider the investment objectives, risks, charges and expenses of PRME and FFR carefully. The Proxy Statement/Prospectus will contain information with respect to the investment objectives, risks, charges and expenses of the funds and other important information about PRME and FFR. The Proxy Statement/Prospectus will constitute neither an offer to sell securities, nor will it constitute a solicitation of an offer to buy securities, in any state where such offer or sale is not permitted.
Investors may obtain free copies of the Registration Statement and 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 the Proxy Statement/Prospectus and other documents filed with the SEC may also be obtained after the Registration Statement becomes effective by calling FTA toll-free at (800) 621-1675.
The information presented is not intended to constitute an investment recommendation for, or advice to, any specific person. By providing this information, First Trust is not undertaking to give advice in any fiduciary capacity within the meaning of ERISA and the Internal Revenue Code. First Trust has no knowledge of and has not been provided any information regarding any investor. Financial advisors must determine whether particular investments are appropriate for their clients. First Trust believes the financial advisor is a fiduciary, is capable of evaluating investment risks independently and is responsible for exercising independent judgment with respect to its retirement plan clients.
FORWARD LOOKING STATEMENTS
Certain statements made in this press release that are not historical facts are referred to as “forward-looking statements” under the U.S. federal securities laws. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements due to numerous factors. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ from those anticipated in any forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. FTA, PRME and FFR undertake no responsibility to update publicly or revise any forward-looking statements.
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