Global Real Estate Dividend Growers Corp. Announces Merger into REIT INDEXPLUS Income Fund

CALGARY, Nov. 20, 2018 /CNW/ - Middlefield Limited (the "Manager"), the manager of Global Real Estate Dividend Growers Corp. ("GRL") (TSX:GRL) and REIT INDEXPLUS Income Fund ("REIT INDEXPLUS")(TSX:IDR.UN), is pleased to announce that GRL will merge into REIT INDEXPLUS ("the Merger") on or about February 12, 2019 (the date of completion being the "Effective Date"), with REIT INDEXPLUS being the continuing entity following the Merger. As further described below, REIT INDEXPLUS is expected to undertake a Conversion (as defined below) into an exchange-traded fund named Middlefield REIT INDEXPLUS ETF (the "ETF") later in February 2019, and as such, GRL shareholders would become unitholders of the ETF soon after the Merger.

The Manager believes that GRL shareholders will benefit from the Merger and subsequent Conversion to the ETF for the following reasons:

• Reduced management fee: Upon completion of the Merger and Conversion, GRL shareholders will see a substantial management fee reduction from 1.25% to 0.60%, an industry low for real estate exchange-traded funds that include active management within their investment strategy.
  
  
• Larger asset base improves liquidity and lowers costs: The Merger is expected to result in a fund with a larger market capitalization, increased trading liquidity and lower operating costs on a per unit basis than GRL. This is expected to be amplified by the conversion to the ETF, as continuous distribution provides ongoing growth opportunities and the potential to further reduce expenses as a growing asset base gains efficiencies through greater scale.
  
  
• Efficient trading: As exchange-traded funds are in continuous distribution, with a designated broker acting as market maker, the ETF units are expected to trade efficiently with tighter bid/ask spreads and closer to their net asset values as a result of the Conversion.

About REIT INDEXPLUS Income Fund

REIT INDEXPLUS provides investors with low-cost exposure to the real estate sector through a combination of indexing and active portfolio management. Dean Orrico, Middlefield Capital Corporation's President and Chief Investment Officer, is the lead portfolio manager of REIT INDEXPLUS and maintains that "REITs are amongst the most attractive equity income vehicles available to investors, providing compelling risk-adjusted returns during both up and down markets."

The Merger is expected to be effected on a tax-deferred roll-over basis and accordingly, GRL shareholders will not realize capital gains or losses as a result of the Merger. The Manager has determined that the Merger would be in the best interests of the shareholders of GRL. All costs and expenses directly associated with the Merger will be borne by the Manager and not the Funds.

The Merger will be effected at an exchange ratio calculated as the net asset value per equity share of GRL divided by the net asset value per unit of REIT INDEXPLUS, determined as at the close of trading on the TSX on the business day immediately prior to the Effective Date. Pursuant to the Merger, REIT INDEXPLUS will assume the liabilities of GRL and will issue units of REIT INDEXPLUS in satisfaction of the purchase price for all of the property of GRL. The Merger remains subject to the satisfaction of all regulatory requirements and customary closing conditions.

On October 16, 2018, Middlefield Group announced the launch of a platform of exchange-traded funds that will provide investors with professional active management within a cost-effective, investor-friendly structure. The platform will be established initially by converting two successful closed-end funds managed by Middlefield, Middlefield Healthcare & Life Sciences Dividend Fund and REIT INDEXPLUS (the "Conversions"). The Conversions remain subject to unitholder approval.

Equity shares of GRL and units of REIT INDEXPLUS trade under the symbols GRL and IDR.UN, respectively, on the TSX.

Certain statements in this press release may be viewed as forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, intentions, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "is expected", "anticipates", "plans", "estimates" or "intends" (or negative or grammatical variations thereof), or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Statements which may constitute forward-looking statements relate to: the proposed timing of the Merger, the Conversions and expected completion thereof; the expected benefits of the Merger and the Conversions; and the funds that are proposed to be merged and converted. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements including as a result of changes in the general economic and political environment, changes in applicable legislation and the performance of each fund. There are no assurances the funds can fulfill such forward-looking statements and the funds do not undertake any obligation to update such statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing one or more of the funds, some of which are beyond the control of the funds.

SOURCE Global Real Estate Dividend Growers Corp.