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SATRIX COLLECTIVE INVESTMENT SCHEME - Ballot Voting in respect of Satrix Reitway Global Property ETF amalgamation with Reitway Global Property Prescient

Release Date: 15/08/2023 10:57
Code(s): STXGPR     PDF:  
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Ballot Voting in respect of Satrix Reitway Global Property ETF amalgamation with Reitway Global Property Prescient

Satrix Managers (RF) Pty Ltd
Satrix Reitway Global Property ETF
Share code: STXGPR
ISIN: ZAE000318267


A portfolio in the Satrix Collective Investment Scheme in Securities
2, registered as such in terms of the Collective Investment Schemes
Control Act, 45 of 2002

Ballot Voting Procedure in respect of the Satrix Reitway Global
Property ETF amalgamation with the Reitway Global Property Prescient
ETF

This letter is important and requires your immediate attention.

The purpose of this letter is to inform you of the proposed
amalgamation of the Satrix Reitway Global Property ETF (source fund)
with the Reitway Global Property Prescient ETF (target fund), and to
provide you with sufficient information to vote on this proposal –
including your rights as an investor and the impact this will have on
your investment.

The target fund has been approved by the Financial Sector Conduct
Authority (FSCA) and will be listed on the JSE on the effective date
subject to investors in the source fund voting in favour of the
amalgamation.

In terms of Section 99 of the Collective Investment Schemes Control
Act, 45 of 2002 (“the Act”), the proposed amalgamation will proceed
if the majority of investors vote in favour of the amalgamation by
way of the enclosed ballot. Absence of a response will be regarded as
a vote in favour of the amalgamation.

This amalgamation ballot is conducted at the request of Satrix
Managers (RF) (Pty) Ltd (“Satrix”), FSP 15658, the investment manager
of the Satrix Collective Investment Scheme in Securities 2.

Reason for the proposed amalgamation

The Satrix Reitway Global Property ETF was launched on 26 May 2021 to
allow investors to gain rand-denominated exposure to a Portfolio of
global listed property stocks selected from the America, Asia Pacific
and EMEA regions.

Reitway Global (Pty) Limited, being the index provider to the Satrix
Reitway Global Property ETF, has entered a co-naming agreement with
Prescient Management Company (RF) (Pty) Ltd to launch Reitway tracking
ETFs and to consolidate all Reitway ETFs into one Management Company,
being Prescient Management Company (RF) (Pty) Ltd.

After much consideration, Satrix have decided that it would be
beneficial to shareholders of the Satrix Reitway Global Property ETF
to amalgamate into the Reitway Global Property Prescient ETF.

Investors will not incur any tax or other explicit costs as a result
of the amalgamation.

Fund similarities

  •   The proposed changes to the fund will not change the nature of
      the underlying strategy.
  •   Both funds fall with in the Global - Real Estate – General
      classification, as set out in the Association for Savings and
      Investment South Africa (“ASISA”) Fund Classification Standard.
      Details of the similarities, differences, and the impact on
      you as an investor are detailed in the table below:


Satrix Reitway Global Property ETF   Reitway Global Property Prescient   ETF Changes and impact
Investment Objective                 Investment Objective

3.1. The objective of the            4.1. The investment policy           No changes
Portfolio shall be to                of the Portfolio shall be
track the Reitway Global             to track as closely as
Property Index (“the                 possible the Index with
Index”) as closely as                the intention of allowing
reasonably possible and              an Investor to obtain
to the fullest extent                market exposure to the
possible.                            constituent securities
                                     which are held in the
                                     Portfolio.
3.2.    The objective
shall be achieved by                 4.2.    The Portfolio will
buying securities in the             be passively managed in
Index in the weightings              that the Manger will not
in which they are                    buy and sell securities
included in the Index                based on economic,
from time to time; and               financial and/or market
selling securities and or            analysis but rather, will
assets which are excluded            buy and sell securities
from the Index from time             solely for the purposes of
to time as a result of               ensuring that the
the Index reviews or                 Portfolio tracks the
corporate actions, so as             Index. As such the
to ensure that at all                investment objective and
times the Portfolio holds            style of the Portfolio
securities in the Index              will be full replication
in the same weightings in            of the Index. Accordingly,
                                     the financial or other
which they are included              condition of any company
in the Index.                        or entity include in the
                                     Index will not result in
3.3.    The Portfolio                the elimination of its
shall not buy or sell                securities from the
securities for the                   Portfolio, unless the
purpose of making a                  securities of such company
profit nor for any                   or entity are removed from
purpose other than                   the Index itself.
tracking the performance
of the Index.                        4.3. Investors may obtain
                                     participatory Interests in
3.4.    The Portfolio                the Portfolio on the
will be passively managed            secondary market or by
in that the Manager will             subscribing for new
not buy and sell                     participatory interest in
securities based on                  the Portfolio on the
economic, financial                  primary market. In order
and/or market analysis               to achieve this object,
but rather, will buy and             the Manager may, subject
sell securities solely               to the Act and the Scheme
for the purpose of                   Deed, create and issue or
ensuring that the                    redeem and cancel an
Portfolio tracks the                 unlimited number of
performance of the Index             participatory interests in
as closely as reasonably             the Portfolio.
possible. As such, the
investment objective and             4.4.    The manager shall
style of the Portfolio               further be entitled in its
will be that of                      discretion and only on a
replication of the                   temporary basis, to employ
performance of the Index.            such other investment
Accordingly, the                     techniques and financial
financial or other                   Instruments, whether
condition of any company             listed or unlisted, for
or entity included in the            the purposes of efficient
Index from time to time              portfolio management with
will not result in the               the aim of reducing risk,
elimination of its                   reducing cost or
securities from the                  generating capital or
Portfolio, unless the                income for the Portfolio
securities of such                   with an acceptable level
company or entity are                of risk In line with the
removed from the Index               investment objective of
itself.                              the Portfolio, subject to
                                     the provision of the
3.5.    The Manager shall            Scheme Deed, the JSE
further be entitled, in              Listing Requirements and
its discretion and only              the Act from time to time.
on a temporary basis, to
employ such other                    4.5.    The Portfolio may
investment techniques and            also include participatory
financial instruments,               interest or any other form
whether listed or                    of participation in
unlisted, for the                    portfolios of collective
purposes of efficient                Investment schemes or
portfolio management with            other similar collective
the aim of reducing risk,            Investment schemes as the
reducing cost or                     Act may allow from time to
generating capital or                time which are consistent
income for the Portfolio             with the Portfolios
with an acceptable level             investment policy.
of risk in line with the
investment objective of              4.6.    The composition of
the Portfolio, subject to            the Portfolio will be
the provisions of the                adjusted periodically to
Deed and the Act.                    confirm to changes in the
                                     composition and weightings
3.6.    The Manager may              of securities in the Index
also invest in                       so as to ensure that the
participatory interests              composition and weightings
or any other form of                 of the Portfolio are a
participation in                     reflection of the
portfolios of collective             composition and weightings
investment schemes or                of the securities
other similar schemes as             contained in the Index.
the Act may allow from
time to time and which is            4.7.    The Portfolio
consistent with the                  shall hold securities
portfolio’s investment               purely for the economic
objective. Where the                 rights and benefits
aforementioned schemes               attaching thereto and,
are operating in                     accordingly, If any
territories other than               takeover bid or other
South Africa,                        corporate action occurs in
participatory interests              relation to any
or any other form of                 constituent company, the
participation in these               Portfolio shall not
schemes, will be included            surrender any securities
in the portfolio only                held by the Portfolio
where the regulatory                 which may be subject to
environment is to the                such takeover bid or other
satisfaction of the                  corporate action, unless
manager and the trustee              such surrender is
as being of a sufficient             mandatory (and then only
standard to provide                  to the extent of such
investor protection at               mandatory surrender) In
least equivalent to that             terms of any applicable
in South Africa.                     law or under the rules of
                                     a regulatory authority or
3.7.    Investors may                body having jurisdiction
obtain participatory                 over the Portfolio and/or
interests in the                     the applicable securities.
Portfolio on the                     However, if any such
secondary market or by               takeover bid of corporate
subscribing for new                  action results in a
participatory interests              previously constituted
in the Portfolio on the              company no longer
primary market. In order             qualifying for inclusion
to achieve this                      in the Index, any
objective, the Manager               securities in such
may, subject to the Act              constituent company held
and the Deed, create and             by the Portfolio, shall be
issue an unlimited number            disposed of by the
of participatory                     Portfolio and the proceeds
interests in the                     derived from such disposal
Portfolio.                           shall be applied in
                                     effecting the appropriate
3.8.    The composition              adjustment to the
of the Portfolio will be             Portfolio so as to ensure
adjusted periodically to             same tracks the Index.
conform to changes in the
composition and                      4.8.    It is anticipated
weightings of the                    that ancillary assets in
securities in the Index              liquid form will not form
so as to ensure that the             a substantial part of the
composition and                      Portfolio's assets.
weightings of the                    However, any liquid assets
Portfolio are a                      that the portfolio holds
reflection of the                    may be invested In short-
composition and                      term money market
weightings of the                    investments.
securities contained in
the Index.                           4.9.       It is recorded
                                     that the Portfolio's
3.9.    The Portfolio                ability to replicate the
shall hold securities                price and yield
purely for the economic              performance of the Index
rights and benefits                  will be affected by the
attaching thereto and,               costs and expenses
accordingly, if any                  incurred by the Portfolio.
takeover bid or other
corporate action occurs
in relation to any
constituent company, the
Portfolio shall not
surrender any securities
held by the Portfolio
which may be subject to
such takeover bid or
other corporate action,
unless such surrender is
mandatory (and then only
to the extent of such
mandatory surrender) in
terms of any applicable
law or under the rules of
a regulatory authority or
body having jurisdiction
over the Portfolio and/or
the applicable
securities. However, if
any such takeover bid or
corporate action results
in a previously
constituted company no
longer qualifying for
inclusion in the Index,
any securities in such
constituent company held
by the Portfolio, shall
be disposed of by the
Portfolio and the
proceeds derived from
such disposal shall be
applied in effecting the
appropriate adjustments
to the Portfolio so as to
ensure same tracks the
Index

3.10.   The Portfolio's
ability to replicate the
price and yield
performance of the Index
will be affected by the
costs and expenses
incurred by the
Portfolio.

3.11.   The Portfolio
will also contain assets
in liquid form.

Portfolio Benchmark                  Portfolio Benchmark                  No change
Reitway Global Property              Reitway Global Property
Index                                Index

Distributions                        Distributions
Quarterly (Mar, Jun, Sep,            Quarterly (Mar, Jun, Sep,            No change
Dec)                                 Dec)


Charges, performance and share pricing

  •   Investors will not be liable for the payment of any additional
      fees, charges, taxes, or brokerage as a result of the
      amalgamation.
  •   Future performance and share pricing will be determined by the
      new amalgamated fund, i.e. the Reitway Global Property Prescient
      ETF.

How the amalgamation impacts your investment
Replacement participatory interests

When the current Satrix Reitway Global Property ETF is absorbed into
and amalgamated with the Reitway Global Property Prescient ETF,
investors will be issued with replacement participatory interests
(shares) in the new amalgamated fund. The replacement shares will be
equal in market/monetary value to the shares held prior to the
amalgamation, although the number of shares held may change. The
Satrix Reitway Global Property ETF will cease to exist.

This is in accordance with Section 99 (3) (a) of the Act, which
stipulates that on the effective date, every investor:

  “shall… hold in the new scheme or portfolio, such participatory
  interests with an aggregate money value that is not less than the
  lower of the net asset value or market value, as may be fair and
  reasonable in the circumstances of the participatory interests which
  such investor, immediately before the date on which the proposed
  transaction becomes effective, held in an original scheme or
  portfolio.”


  BALLOT TIMELINE
  Weekday    Date         Action
  Tuesday    08 Aug       Approval from FSCA
             2023

  Friday     11 Aug       Receive investor holdings per STRATE
             2023         Register

  Monday     15 Aug       Release of announcement on JSE SENS
             2023

  Tuesday    26 Sept      Final date of response to ballot letter
             2023         (30 business days after distribution)

Details of the distribution and amalgamation salient dates will be
announced after FSCA approval.

Special distribution

The Financial Sector Conduct Authority (“FSCA”) requires that all
accrued income in funds to be transferred be distributed prior to the
transfer taking place. In line with this requirement, both the source
and target funds will distribute a special income declaration.


Action required
1. Please read this circular on the proposed change to the fund, your
   rights as an investor and the impact this will have on your
   investment.
2. Please complete the enclosed ballot form and email it directly to
   our external auditors, KPMG, at satrixballotSTXGPR@kpmg.co.za on
   or before 26 September 2023. If you do not participate in the ballot
   in time, you will be deemed to have voted in favour of the change.
3. Please do not include any other instructions regarding your
   holdings with your ballot form, e.g. requests for purchases,
   switching instructions, etc. Your ballot form will go directly to
   our auditors and, should such instructions be sent to the auditors,
   we cannot guarantee that any instruction subsequent to the
   commencement of the ballot process will be effected.
4. If you are no longer invested in this fund, no action is required.



Effective date of change
The effective date of the proposed amalgamation of the funds will be
17 October 2023, provided that the necessary consent is obtained from
investors and the Financial Sector Conduct Authority (“FSCA”).




Charges, performance and pricing
Investors will not be liable for the payment of any additional fees,
charges, taxes or brokerage as a result of the amalgamation.


Your rights as an investor
The rights of investors are firmly entrenched in the Act. In terms
of Section 98 of CISCA, as read with Clause 59 of the Deed of the
Satrix Collective Investment Scheme in Securities, the Registrar of
Collective Investment Schemes requires that:

  •   All investors are notified in writing of any proposed material
      changes to the collective investment schemes and portfolios in
      which they hold units.
  •   All investors are balloted in order for them to vote on the
      proposed changes.

Please note that, in terms of the Act, the Registrar will not consent
to the changes to the fund unless satisfied that the changes will not
be detrimental to the interests of any investor.

At least 25% in value of investors, excluding the manager must respond
in writing of which the majority must agree to the amendment.

If investors do not respond before the cut-off date, they will be
deemed to have voted in favour of the change.
Should you not be comfortable with the amalgamation proposal, you may
elect to sell your securities at any time and withdraw your funds at
the prevailing market price of the ETF. Please note that this this
transaction may trigger a CGT event and that you may be liable for
CGT at your next income tax assessment as well as brokerage cost.

If you choose not to sell your funds prior to the effective date of
the amalgamation, the amalgamation proposals, as set out in this
letter (if approved by investors), will automatically apply to your
investment.

Should you require further information on the proposed change you can
also email us on info@satrix.co.za.




15 August 2023

Satrix Managers JSE Sponsor
Vunani Sponsors

Date: 15-08-2023 10:57:00
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