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SATRIX COLLECTIVE INVESTMENT SCHEME - Ballot Voting Procedure - Proposed Amalgamation of the STXMAG ETF with the STXGLB ETF

Release Date: 17/04/2025 09:51
Code(s): STXMAG     PDF:  
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Ballot Voting Procedure - Proposed Amalgamation of the STXMAG ETF with the STXGLB ETF

Satrix Managers (RF) Pty Ltd
Satrix Multi Asset Passive Portfolio Solutions Growth ETF
Share code: STXMAG
ISIN: ZAE000318341


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 - Proposed Amalgamation of the Satrix Multi
Asset Passive Portfolio Solutions Growth ETF with the Satrix Global
Balanced Fund of Funds 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 Multi Asset Passive Portfolio Solutions
Growth ETF (source portfolio) with the Satrix Global Balanced Fund of
Funds (targeted portfolio) 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.

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.

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


Reason for the Proposed Amalgamation

Satrix intends to amalgamate the Satrix Multi Asset Passive Portfolio
Solutions Growth ETF (JSE Code: STXMAG) ("Satrix MAPPS Growth ETF"),
previously known as the "NewFunds Multi Asset Passive Portfolio
Solutions Growth Exchange Traded Fund Portfolio", into the Satrix
Global Balanced Fund of Fund ETF ("Satrix Global Balanced FoF ETF").
The Satrix MAPPS Growth ETF is designed to give investors exposure to
the South African market through investments in equities, government
bonds, inflation-linked bonds, and cash. This ETF is suitable for
investors with a longer time horizon due to its higher equity
allocation.

The current asset allocation for the Satrix MAPPS Growth ETF is:
                  Asset Class                  Weight %
                  SA Equity                       75%
                  SA Government Bonds             10%
                  SA Inflation-linked             10%
                  Bonds
                  Local Cash                       5%


In contrast, the Satrix Global Balanced FoF ETF aims to provide local
investors with exposure to a diversified global basket of ETFs, priced
in ZAR. This ETF covers a broader range of markets, sectors, and asset
classes, thereby potentially reducing the risks associated with
investing in a single country, although introducing foreign currency
exposure risks.


The Satrix Global Balanced FoF ETF tracks the Satrix Global Balanced
Index as closely as possible. The current asset allocation for the
Satrix Global Balanced Index is:

Asset Class                     Benchmark Index               Weight
                                                                   %
Developed Equity              MSCI World                         45%
Global Bonds                  Bloomberg Global Aggregate         15%
Global Infrastructure         FTSE Global Core                   10%
                              Infrastructure
Emerging Equity               MSCI Emerging Markets              10%
Global Inflation-Linked Bonds Bloomberg US Government             5%
                              Inflation-Linked Bond
Global Credit                 Markit iBoxx USD Liquid             5%
                              Investment Grade 0-5
Global Reits                  FTSE EPRA/NAREIT Developed          5%
Global Cash                   Secured Overnight Financing         5%
                              Rate (SOFR)


Performance Comparison

Since its listing in May 2011, the Satrix MAPPS Growth ETF has
struggled to deliver returns above SA CPI+5%. In contrast, the Satrix
Global Balanced Index offers the potential for CPI+5% and higher
returns, as shown by cumulative returns since 2011.
Further analysis of 12, 36, and 60-month rolling returns reveals that
the Satrix MAPPS Growth ETF ("STXMAG") only outperformed CPI+5% less
than 40% of the time across all these periods. Conversely, the Satrix
Global Balanced Index consistently outperformed SA CPI+5% more than
60% of the time across the same periods.The graph below shows the 60-
month rolling returns, this illustrates the Satrix Global Balanced
Index achieving returns in excess of SA CPI+5% in comparison to STXMAG.



Currency fluctuations, particularly the volatility of the South
African rand, were also considered. The Satrix Global Balanced Index
outperformed CPI+5% over 90% of the time in weak currency
environments, demonstrating its potential for higher returns and
better protection against local inflation compared to STXMAG. Even in
strong currency environments, it still outperformed CPI+5% more
consistently than STXMAG over longer periods.
The following tables illustrate the outperformance of the ETFs against
CPI+5% during weak and strong currency periods:

                                    Rolling Returns vs CPI+5%
 Outperformance % (Weak Currency)   12 Months  36 Months  60 Months
 Satrix MAPPS Growth ETF            31.03%      87.50%    63.16%
 Satrix Global Balanced Index       93.10%     100.00%    100.00%


                                    Rolling Returns vs CPI+5%
 Outperformance % (Strong Currency)  12 Months  36 Months  60 Months
 Satrix MAPPS Growth ETF             48.28%       8.33%     0.00%
 Satrix Global Balanced Index        17.24%      20.83%    57.89%


Although the Satrix MAPPS Growth ETF has provided returns above CPI
for investors, amalgamating it into the Satrix Global Balanced FoF
ETF offers several advantages:

  •   By investing globally, investors are able to spread their risks
      across multiple economies, which has the potential to enhance
      the stability and performance of their portfolio.
  •   Access to a wider range of asset classes and investment
      strategies globally.
  •   Investors can achieve returns in excess of CPI+5% without taking
      concentrated risk in one country.
  •   Lower cost: The TER of the Satrix Global Balanced FoF ETF is
      0.35% compared to the TER of 0.40% for the Satrix MAPPS Growth
      ETF.


The table below lists the investment policies of both ETFs:

Satrix MAPPS GROWTH ETF            Satrix Global Balanced Fund       Changes and
                                   of Funds ETF                      impact
Investment Policy                  Investment Policy                 Change due to
4.1     The investment policy      3.1 The investment objective      amalgamation
of the Portfolio shall be to -     of the Portfolio shall be to
 4.1.1 track the Index as          track the Satrix Global
closely as possible, to the        Balanced Index (hereinafter
fullest extent possible:           referred to as "the Index")
                                   as closely as possible, by
4.1.1.1 buying only securities     predominantly investing in
in the weightings in which they    participatory interests or
have been included in the          any other form of
Index; and                         participation in offshore
4.1.1.2 selling only securities    listed exchange traded funds
which are excluded from the        which each individually track
Index from time to time as a       a component of the Index. The
result of the quarterly Index      underlying exchange traded
reviews or corporate actions,      funds invest in a diversified
so as to ensure that at all        blend of international asset
times the Portfolio   holds        classes, including, but not
constituent securities in the      limited to, equities, bonds,
same weightings as they are        inflation-linked bonds,
included in the Index; and         credit, listed property and
                                   listed infrastructure
4.1.2 as a further objective,      securities.
to manage the securities held      3.2 Where the aforementioned
by the Portfolio to generate       exchange traded funds are
income for the benefit of          operated in territories other
investors.                         than South Africa,
                                   participatory interests or
4.2     The Portfolio shall not    any other form of
buy or sell securities for the     participation in these
purpose of making a profit nor     exchange traded funds will be
for any purpose other than         included in the Portfolio
tracking the Index.                only where the regulatory
                                   environment is, to the
4.3     Investors may obtain       satisfaction of the Manager
participatory interests in the     and the Trustee, of a
Portfolio on the secondary         sufficient standard to
market or by subscribing for       provide investor protection
new participatory interests in     at least equal to that in
the Portfolio on the primary       South Africa.
market. In order to achieve        3.3 The Portfolio may also
this objective the manager may,    utilise listed and unlisted
subject to the Act and the Deed,   financial instruments, for
create and issue an unlimited      the purposes of hedging
number of participatory            exchange rate risk, and may
interests in the Portfolio.        hold assets in liquid form
                                   from time to time. It is
4.4 The Portfolio will be          anticipated that assets in
passively managed in that the      liquid form will not form a
manager will not buy and sell      substantial part of the
securities based on economic,      Portfolio's assets.
financial and/or market            3.4 The Portfolio shall not
analysis but rather, will buy       buy or sell securities for
Satrix MAPPS GROWTH ETF             Satrix Global Balanced Fund Changes and
                                    of Funds ETF impact
and sell securities solely for      the purpose of making a
the purpose of ensuring that        profit nor for any purpose
the Portfolio tracks the Index.     other than tracking the
As such the investment              Index.
objective and style of the          3.5 Investors can obtain
Portfolio will be full              participatory interests in
replication of the Index.           the Portfolio on the
Accordingly the financial or        secondary market or by
other condition of any company      subscribing for new
or entity included from time to     participatory interest in the
time in the Index will not          portfolio on the primary
result in the elimination of        market. In order to achieve
its securities from the             this objective the Manager
Portfolio, unless the               may, subject to the Act and
securities of such company or       the Deed, create and issue an
entity are removed from the         unlimited number of
Index itself.                       participatory interests in
                                    the Portfolio.
4.5     The composition of the      3.6 The Portfolio will not be
Portfolio will be adjusted          managed according to
quarterly to conform with           traditional methods of active
changes in the composition in       management, which involve the
the Index.                          buying and selling of
4.6 The Portfolio shall hold        securities based on the
securities purely for the           economic, financial and
economic rights and benefits        market analysis and investing
attaching thereto and,              judgement. Instead, the
accordingly, if there is any        investment objective and
takeover bid or other corporate     style will be to best
action that occurs in relation      represent the tracking of the
to any constituent company or       Index and its components
entity the securities of which      through investing in the
are included in the Portfolio,      underlying exchange traded
the Portfolio shall not             funds. As a result, the
surrender any securities held       exchange traded funds
by the Portfolio which may be       included from time to time
subject to such takeover bid or     will be scrutinised to ensure
other corporate action, unless      it best represent the Index
such surrender is mandatory         components, and where
(and then only to the extent of     necessary, may be replaced
such mandatory surrender) in        with more appropriate
terms of any applicable law or      exchange traded funds.
under the rules of a regulatory     3.7 The composition of the
authority or body having            Portfolio will be adjusted
jurisdiction over the Portfolio     periodically to conform to
and/or the applicable               changes in the composition of
securities. However, if any         the Index and the weighting
such takeover bid or corporate      of the components of the
action results in company or        Index so as to ensure that
entity previously included in       the composition and weighting
the Index no longer qualifying      of the Portfolio's
for inclusion in the Index, any     investments reflect the
securities in such constituent
Satrix MAPPS GROWTH ETF             Satrix Global Balanced Fund Changes and
                                    of Funds ETF impact
company or entity held by the       composition and weightings of
Portfolio, shall be disposed of     the components of the Index.
by the Portfolio and the            3.8 The Portfolio's ability
proceeds derived from such          to track the Index will be
disposal shall be applied in        affected by, amongst others,
effecting the appropriate           the costs and expenses
adjustments to the Portfolio so     incurred by the Portfolio and
as to ensure same tracks the        the exposure to liquid
Index.                              assets.
4.7      No assets in liquid        3.9 The Trustee shall ensure
form will make part of the          that the investment policy
Portfolio other than proportion     set out in the preceding
as provided for in the Index.       clauses is adhered to.
4.8      The Portfolio's ability
to replicate the price and
yield performance of the Index
shall be affected by the costs
and expenses incurred by the
Portfolio.


Portfolio Benchmark                 Portfolio Benchmark            Change due to
MAPPS Growth Index                  Satrix Global Balanced Index   amalgamation
Distribution Methodology            Distribution Methodology       Change due to
Reinvesting quarterly               Distributing quarterly         amalgamation
Total Expense Ratio                 Total Expense Ratio            Change due to
40 bps                              35 bps                         amalgamation


Impact of Change – Additional Information

                      Satrix MAPPS Growth             Satrix Global Balanced FoF
Description
                      ETF (Source portfolio)          ETF (Target portfolio)
JSE Code              STXMAG                          STXGLB
                      South African – Multi Asset     Global – Multi Asset – High
ASISA Classification
                       – High Equity                  Equity
Risk Profile           Moderate - Aggressive          Moderate - Aggressive

Currency Risk          No                             Yes

Geographical,
                       Limited to the South           Diversified outside of the
Political & Economic
                       African market only            South African market
Risk
                                                      Global Developed Equity -
                                                      45%
                                                      Global Emerging Equity -
                       SA Equity - 75%
                                                      10%
                       SA Government Bonds - 10%
Strategic Asset                                       Global Listed
                       SA Inflation-Linked Bonds -
allocation                                            Infrastructure - 10%
                       10%
                                                      Global Real Estate - 5%
                       SA Cash - 5%
                                                      Global Bonds - 15%
                                                      Global Inflation-Linked
                                                      Bonds - 5%
                                                      Global Credit - 5%
                                                      Global Cash - 5%




                                                    MSCI World
                                                    MSCI Emerging Markets
                                                    FTSE Global Core
                       FTSE/JSE SWIX 40             Infrastructure
                       FTSE/JSE All SA Government   FTSE EPRA/NAREIT Developed
Benchmark Indices      Bonds                        Bloomberg Global Aggregate
tracked                Bloomberg SA Inflation-      Bloomberg US Government
                       linked Bonds                 Inflation-Linked Bond
                       Local Cash                   Markit iBoxx USD Liquid
                                                    Investment Grade 0-5
                                                    Secured Overnight Financing
                                                    Rate (SOFR)
                                                    Predominantly investing in
                                                    participatory interests or
                                                    any other form of
                       Direct exposure to local
                                                    participation in offshore
                       equites, bonds & ILBs that
Portfolio Holdings                                  listed exchange traded
                       track the underlying
                                                    funds which each
                       indices
                                                    individually track a
                                                    component of the Satrix
                                                    Global Balanced Index
Fund Denomination      ZAR                          ZAR
Index Calculation
                       RisCura                      RisCura
Agent
Index Rebalancing to
                       Quarterly                    Semi-annually
SAA
                       3rd Friday in March, June,   3rd Friday in March and
Rebalancing dates
                       September and December       September
Total Return /
                       Gross return                 Net Total Return
Payout


How the Amalgamation Impacts Your Investment

Replacement participatory interests

When the source portfolio, Satrix Multi Asset Passive Portfolio
Solutions Growth ETF is absorbed into and amalgamated with the
targeted portfolio, the Satrix Global Balanced Fund of Funds 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 Multi Asset Passive Portfolio Solutions Growth ETF (source
portfolio) 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 which 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;"

Details of the distribution and amalgamation salient dates will be
announced after Financial Sector Conduct Authority ("FSCA")("the
Authority") approval.


Transaction Costs

The change would result in once-off trading costs being incurred
within the source portfolio when the portfolio is liquidated to align
with the targeted portfolio. Investors will benefit from a reduced
TER thereafter.

Taxation implications

Satrix does not provide tax advice, but there should be no tax impact
for investors who remain in the fund.
Special distribution

The 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 targeted portfolios will declare a
special income distribution.


Effective Date of Change
The effective date of the proposed amalgamation of the funds will be
01 July 2025, provided that the necessary consent is obtained from
investors and the FSCA.


Approval and commencements
Subject to the ballot voting procedure being successful and approval
by the FSCA, the proposed amalgamation will be with effect from
commencement of business on Tuesday,01 July 2025 any changes to the
effective date will be released on SENS effectively.
Expected timeline for the implementation of the proposed
amalgamation:

   Weekday                 Action
   Monday, 31 March
   2025                    Approval from FSCA
                           Request STRATE register holdings (Cut-off
   Monday, 14 April        date for investors on record to be balloted
   2025                    as at 11 April 2025)
   Thursday, 17 April
   2025                    Release of SENS announcement
                           Deadline for returned ballots (30 business
   Monday, 02 June 2025    days after SENS announcement)
   Thursday, 05 June
   2025                    Submission of auditors report to FSCA
   Tuesday, 17 June
   2025                    FSCA approve Supplemental Deed
                           SENS announcement confirming the results of the
   Tuesday, 17 June 2025   ballot and declaration announcement


Action Required
1. Please read this circular on the proposed amalgamation, 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 satrixballotSTXMAG@kpmg.co.za on
   or before 02 June 2025. If you do not participate in the ballot in
   time, you will be deemed to have voted in favour of the
   amalgamation.
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 the Satrix MAPPS Growth ETF, no
   action is required.


Your Rights As An Investor

The rights of investors are firmly entrenched in the Act. In terms
of Section 99 of CISCA, as read with Clause 59 of the Deed of the
Satrix Collective Investment Scheme in Securities 2, the Authority
requires that:

  •   All investors in the affected source portfolios will be informed
      in writing on the details of the proposed amalgamation of the
      portfolios.
  •   All source portfolio investors are given an opportunity to vote
      in favour of, or against, the proposed amalgamation.
  •   An independent auditor will verify the outcome of the ballot.
  •   All investors will be notified in writing of any proposed
      material changes to the collective investment schemes and
      portfolios in which they hold units, and
  •   All investors will be given the opportunity to vote on the
      proposed changes.

If investors do not respond before the cut-off date, they will be
deemed to have voted in favour of the change.

If the ballot is successful and you do not want your investment to be
included in the amalgamation, you may elect to sell your securities
at any time before the amalgamation effective date and withdraw your
funds at the prevailing market price of the Satrix MAPPS Growth ETF.
Please note that such sale transaction may trigger a CGT event and
that you may be liable for CGT at your next income tax assessment,
and such transaction may also attract 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.


JSE Sponsor

Vunani Sponsors
17 April 2025

Date: 17-04-2025 09:51:00
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