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SATRIX COLLECTIVE INVESTMENT SCHEME - Ballot Voting Procedure In Respect Of Proposed Amendments To Investment Policy And Name Of STXQUA Portfolio

Release Date: 13/09/2023 16:57
Code(s): STXQUA     PDF:  
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Ballot Voting Procedure In Respect Of Proposed Amendments To Investment Policy And Name Of STXQUA Portfolio

Satrix Managers (RF) Pty Ltd
Satrix Quality South Africa Portfolio
Share code: STXQUA
ISIN: ZAE000247987

BALLOT VOTING PROCEDURE IN RESPECT OF PROPOSED AMENDMENTS TO
INVESTMENT POLICY AND NAME OF SATRIX QUALITY SOUTH AFRICA PORTFOLIO

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

This letter is important and requires your immediate attention.
The purpose of this letter is to inform you of the proposed changes to the
Index of the Satrix Quality South Africa Portfolio, and to provide you with
sufficient information in order to vote on this proposal.

This ballot amending the definition of the Index is conducted at the request
of Satrix Managers RF (Pty) Ltd (Satrix) (FSP no 15658).

Reason for ballot
The reason for the ballot is that Satrix wants to change the Index of the
above-mentioned portfolio by replacing the S&P Quality South Africa Index,
with the Satrix Quality Index.

After much consideration, we have concluded that it would be beneficial to
investors to change the index from the S&P Quality South Africa Index to the
Satrix Quality Index.

The reasons for the change are as follows:

     1. The proprietary Satrix Quality Index follows a similar approach to the
        Satrix Momentum and Satrix Value indices and is consistent with how
        Satrix captures Quality. It is constructed using an optimiser to take
        account of stock, sector, liquidity and tracking error risks, and
        places a limit on turnover/churn at each rebalance.

     2. The proprietary Satrix Quality Index does not make use of low leverage
        characteristics as a measure of quality, for capturing excess returns
        in the South African market.

     3. The proprietary Satrix Quality Index controls for turnover in its semi-
        annual rebalances, which contributes to lower transaction costs (around
        20% p.a.) and total investment charges.

     4. The proprietary Satrix Quality Index treats corporate events as per
        the FTSE/JSE index treatment, which reduces the risk of tracking errors
        relative to the price of the index it is tracking.


The name of the portfolio will also change from:

Satrix Quality South Africa Portfolio

to

Satrix Quality South Africa ETF

The name change announcement will be released after the ballot process has
been passed.
Note, the JSE code and ISIN will remain unchanged and STXQUA will retain
it’s trading and financial history.
The table below lists the current investment policy, as well as the proposed
changes to the new investment policy which have been underlined for easy
reference.

Current investment policy      New investment policy          Impact on Investor

3.1   The investment policy    3.1   The investment policy    There is no negative
of the Portfolio shall be to   of the Portfolio shall be to   impact on the investors
track the S&P Quality South    track the Satrix Quality       within     the     Satrix
Africa Index (hereinafter      Index (hereinafter referred    Quality Index as a result
referred to as “the Index”)    to   as  “the   Index”)   as   of the implementation of
as closely as possible, by:    closely as possible, by:       the proposed change in
                                                              investment policy.
Buying   only    constituent   Buying   only    constituent
securities    in  the   same   securities    in  the   same
weightings in which they are   weightings in which they are
included in the Index and      included in the Index and
selling    only   securities   selling    only   securities
which are excluded from the    which are excluded from the
Index from time to time as a   Index from time to time as a
result of periodic Index       result of periodic Index
reviews or corporate actions   reviews or corporate actions
or which are required to be    or which are required to be
sold to ensure that the        sold to ensure that the
Portfolio holds securities     Portfolio holds securities
in the same weighting as       in the same weighting as
they are included in the       they are included in the
Index.                         Index.


3.2    The Portfolio shall     3.2    The Portfolio shall
not buy or sell securities     not buy or sell securities
for the purpose of making a    for the purpose of making a
profit nor for any purpose     profit nor for any purpose
other    than tracking  the    other   than  tracking  the
Index.                         Index.

3.3   It is anticipated that   3.3   It is anticipated that
assets in liquid form will     assets in liquid form will
not form a substantial part    not form a substantial part
of the Portfolio’s assets.     of the Portfolio’s assets.
However, any liquid assets     However, any liquid assets
that the Portfolio holds may   that the Portfolio holds may
be invested in short term      be invested in short term
investments such as banker’s   investments such as banker’s
acceptances and certificates   acceptances and certificates
of deposit.                    of deposit.

3.4   As a further             3.4   As     a      further
objective, the securities      objective, the securities
held by the portfolio shall    held by the portfolio shall
be   managed  to   generate    be   managed  to   generate
income for the benefit of      income for the benefit of
investors.                     investors.

3.5   Investors can obtain     3.5   Investors can obtain
participatory interests in     participatory interests in
the    Portfolio   on   the    the    Portfolio   on   the
secondary   market   or  by    secondary   market   or  by
Current investment policy         New investment policy             Impact on Investor
subscribing      for     new      subscribing      for     new
participatory interest in         participatory interest in
the Portfolio on the primary      the Portfolio on the primary
market. In order to achieve       market. In order to achieve
this objective the Manager        this objective the Manager
may, subject to the Act and       may, subject to the Act and
the Deed, create and issue        the Deed, create and issue
an   unlimited   number   of      an   unlimited   number   of
participatory interests in        participatory interests in
the Portfolio.                    the Portfolio.

3.6    The Portfolio will not     3.6    The Portfolio will not
be managed according to           be   managed    according to
traditional methods of            traditional methods of
active    management, which       active    management, which
involve the buying and            involve    the    buying    and
selling of securities based       selling of securities based
on the economic, financial        on the economic, financial
and   market    analysis and      and   market    analysis    and
investing judgement.              investing judgement.
Instead,     the    investment    Instead,     the    investment
objective and style will be       objective and style will be
full replication of the           full    replication    of   the
Index. As a result, the           Index. As a result, the
financial or other condition      financial or other condition
of any company or entity          of any company or entity
included from time to time        included from time to time
in the Index will not result      in the Index will not result
in the elimination of its         in the elimination of its
securities from the               securities        from      the
Portfolio unless the              Portfolio       unless      the
securities of such company        securities of such company
or entity are removed from        or entity are removed from
the Index itself.                 the Index itself.

3.7   The    Portfolio   will     3.7   The    Portfolio   will
acquire and hold a portfolio      acquire and hold a portfolio
of      securities       that     of      securities       that
substantially represents all      substantially represents all
of the component securities       of the component securities
of the Index in                   of     the       Index     in
substantially the same            substantially     the    same
weighting as in the Index.        weighting as in the Index.
However, the Portfolio shall      However, the Portfolio shall
also be entitled, in its          also be entitled, in its
discretion and only on a          discretion and only on a
temporary basis, to employ        temporary basis, to employ
such     other     investment     such     other     investment
techniques and instruments        techniques and instruments
as will most effectively          as will most effectively
give effect to the object or      give effect to the object or
the investment policies of        the investment policies of
the Portfolio.                    the Portfolio.

3.8   The composition of the      3.8   The composition of the
Portfolio will be adjusted        Portfolio will be adjusted
periodically to confirm to        periodically to confirm to
changes in the composition        changes in the composition
and    weighting   of    the      and    weighting   of    the
securities in the Index so        securities in the Index so
Current investment policy         New investment policy            Impact on Investor
as   to   ensure    that  the     as   to   ensure    that  the
composition and weighting of      composition and weighting of
the Portfolio are a               the     Portfolio     are   a
reflection of the                 reflection        of      the
composition and weighting of      composition and weighting of
the securities contained in       the securities contained in
the Index.                        the Index.

3.9   The   Portfolio will        3.9   The   Portfolio     will
hold securities purely for        hold securities purely for
the economic rights and           the   economic   rights    and
benefits attaching thereto,       benefits attaching thereto,
and accordingly if a              and    accordingly     if    a
takeover bid is made for          takeover bid is made for
shares of a company included      shares of a company included
in the Index, the Portfolio       in the Index, the Portfolio
will not tender shares in         will not tender shares in
respect thereof. Securities       respect thereof. Securities
held by the Portfolio which       held by the Portfolio which
are subject to a takeover         are subject to a takeover
bid will only be surrendered      bid will only be surrendered
if such surrender is              if    such    surrender     is
mandatory (and then only to       mandatory (and then only to
the extent of such mandatory      the extent of such mandatory
surrender)    in   terms    of    surrender)    in   terms    of
applicable law or under the       applicable law or under the
rules    of    a   regulatory     rules    of    a   regulatory
authority or body having          authority or body having
jurisdiction. If a takeover       jurisdiction. If a takeover
bid results in a company no       bid results in a company no
longer qualifying for the         longer qualifying for the
inclusion in the Index, any       inclusion in the Index, any
shares of the company held        shares of the company held
by the Portfolio after the        by the Portfolio after the
takeover bid will be              takeover    bid    will     be
disposed of by the                disposed     of     by     the
Portfolio, and the proceeds       Portfolio, and the proceeds
will be applied in effecting      will be applied in effecting
the appropriate adjustments       the appropriate adjustments
to the Portfolio.                 to the Portfolio.

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

Current fund benchmark            New fund benchmark               Impact on Investor
S&P Quality   South Africa       Satrix Quality Index              There is no negative
Index                                                              impact on the investors

Action required
1. Please read this announcement on the proposed change to the portfolio,
   your rights as an investor and the impact this will have on your
   investment.
2. A Ballot Form enclosed, is available to all investors, brokers and CSDPs
   for completion of the ballot vote.
3. The various Brokers/CSDPs will then submit the ballot responses via email
   to our external auditors, KPMG, at satrixballotSTXQUA@kpmg.co.za on or
   before 26 October 2023. Alternatively, the Ballot Form may be emailed
   directly to KPMG at satrixballotSTXQUA@kpmg.co.za by 26 October 2023.
4. 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.
5. If you are no longer invested in this portfolio, no action is required.


Approval and Commencements
In-principle approval for amendment to the index was granted by the JSE on
06 September 2023.

Subject to the ballot voting procedure being successful and approval by the
Financial Sector Conduct Authority (“the Authority”) of Collective
Investment Schemes, the investment policy amendment will be with effective
from commencement of business on 01 December 2023.

Timelines for the implementation of the amendments on Satrix Quality SA
Portfolio ballot:


Date                         ACTION
Friday, 11 September 2023    Record date / Investor extract date
Wednesday, 13 September
2023                         Declaration SENS announcement of proposed amendments
                             Last day of investors/their JSE brokers/CSDPs to
                             respond to the Auditors indicating their election in
Thursday, 26 October 2023    respect of the proposed amendments.
Friday, 03 November 2023     Submission of auditor’s report to FSCA
Thursday, 09 November 2023   FSCA approve audit report
                             FSCA approve supplemental deed (10 business days
Friday, 17 November 2023     prior to implementation)
                             Finalisation announcement of results of the ballot
Monday, 20 November 2023     publication on SENS
Friday, 01 December 2023     Effective date of change


The impact on you as investor
The proposed change to this fund will change the investors’ exposure from
securities included in the S&P Quality South Africa Index to securities
included in the Satrix Quality Index.


Effective date of change
The effective date of the proposed changes in the investment policy of the
portfolio will be 01 December 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 change in investment policy.



Special distribution
No special distributions will be effected nor applicable.


Your rights as an investor
The rights of investors are firmly entrenched in the Act. In terms of
section 98 of CISCA and 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 portfolio 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.

In addition, you have the following alternatives available:

•   Should you not want to remain invested in the Satrix Quality South
    Africa Portfolio, you may switch to any other Satrix Portfolio. If you
    opt to switch, please email your instructions to your broker or online
    platform. For SatrixNOW clients you can email helpme@satrixNOW.co.za
    or simply go online and process your switch. Please note that switching
    may trigger a CGT event and that you may be liable for CGT at your next
    income tax assessment as well as brokerage on the sell and buy leg of
    the transaction.

•   In the event of a successful ballot, should you not be comfortable with
    the proposed change in investment policy, and do not wish to switch your
    investments to any other Satrix Portfolio, you may elect to sell your
    units at any time and withdraw your funds at the prevailing market price
    of the ETF before 01 December 2023. 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 switch or sell your funds prior to the effective date
of the change of investment structure as set out in this letter (if
approved by investors), the amended investment policy will automatically
apply to your investment.


Should you require further information on the proposed change or should you
wish to exercise your right to switch or sell any of your investments,
please contact Satrix Managers on 0860 111401, or You can also send an
email to info@satrix.co.za.



13 September 2023

JSE Sponsor
Vunani Sponsors

Date: 13-09-2023 04:57:00
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