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PRESCIENT MANAGEMENT COMPANY (RF) PROPRIETARY LIMITED - Proposed amalgamation of the RWDVF with the RWAGP

Release Date: 24/07/2026 15:48
Code(s): RWDVF     PDF:  
Wrap Text
Proposed amalgamation of the RWDVF with the RWAGP

Prescient Management Company (RF) (Pty) Ltd
(Registration number 2002/022560/07)
("Prescient" or "the Manager")
Being the manager of the Prescient ETF Scheme ("the Scheme")

Reitway Global Property Diversified Prescient ETF
(being a portfolio under the Scheme registered in the Republic of South Africa in terms of the Collective Investment
Schemes Control Act, 45 of 2002 ("CISCA" or "the Act"))
Long Name: Reitway DV Property ETF
Short Name: RWGDVPROPP
Alpha/Share Code: RWDVF
ISIN: ZAE000322186

PROPOSED AMALGAMATION: REITWAY GLOBAL PROPERTY DIVERSIFIED PRESCIENT ETF ('RWDVF") WITH
THE REITWAY GLOBAL PROPERTY PRESCIENT ACTIVELY MANAGED ETF ("RWAGP") – BALLOT PROCEDURE

This announcement is important and requires immediate attention

Reitway Global (Pty) Ltd, the Investment Manager of the RWDVF and the RWAGP has requested the Manager to
ballot investors in the RWDVF portfolio ("the Source Portfolio") to obtain their approval for the amalgamation with
the RWAGP portfolio ("the Target Portfolio").

The purpose of this announcement is to inform investors of the proposed amalgamation, to provide RWDVF
investors with sufficient information to enable them to make an informed decision in this regard and outline the
voting procedure to be followed.

This amalgamation is subject to investors in the Source Portfolio (RWDVF) voting in favour of this amalgamation. In
terms of the section 99 of the Act, the ballot will be valid if the majority of investors, excluding the Manager, vote in
favour of the amalgamation. Please note, an absence of a response will be regarded as a vote in favour of the
amalgamation.

Section 99 (3) (a) of the Act 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."

In other words, when the portfolios are amalgamated, investors will be issued with replacement participatory
interests in the Target Portfolio (RWAGP). The replacement participatory interests will be equal in market/monetary
value to the participatory interests in the Source Portfolio held pre-amalgamation

Reason for the proposed amalgamation
The investment universe of the Source Portfolio(RWDVF) and the Target Portfolio(RWAGP) are substantially
similar, as both portfolios select securities from the same global listed property universe defined by the 250 most
liquid real estate securities globally. In addition, the Target Portfolio currently holds approximately 80% of the
securities contained in the Source Portfolio, resulting in broadly similar portfolio exposures and expected
performance outcomes over the long term.

The proposed amalgamation will enable the consolidation of assets into a single portfolio, allowing the Target
Portfolio (RWAGP) to achieve greater scale and reach critical mass. This is expected to enhance the efficiency of
portfolio management, improve liquidity, and support the ongoing sustainability of the fund, while continuing to
provide investors with exposure to the global listed property sector.
Comparison between the portfolios
The table below presents a comparison of the performance of the Source Portfolio(RWDVF) and the Target Portfolio
(RWAGP) as at the end of the fourth quarter of 2025:


 Portfolio    Gross End Market          QTD Gross              YTD Gross               QTD Net              YTD Net
              Value                     Return                 Return                  Return               Return

 RWAGP        25,395,950.63             -5.03306               -8.6294                 -5.11561             -8.89097

 RWDVF        27,916,189.54             -5.99482               -8.36141                -6.07654             -8.6773



The table below provides a comparison between the Source Portfolio (RWDVF) and the Target Portfolio (RWAGP)
and sets out the anticipated impact on investors in the Source Portfolio should the amalgamation ballot be successful.


                 Reitway Global Property             Reitway Global Property               Changes - Impact on Investors
                 Diversified Prescient               Prescient Actively Managed
                 Exchange Traded Fund                Exchange Traded Fund (Target
                 (Source Portfolio)                  Portfolio)

 Investment      The investment policy of the        The Reitway Global Property           Changed
 Policy          Portfolio shall be to track as      Prescient AMETF is an actively        The source and target portfolios
                 closely as possible the Index       managed ETF listed on the             differ in investment policy, as the
                 with the intention of allowing an   EXCHANGE. The Portfolio's             source is an index-tracking ETF
                 investor to obtain market           primary objective is to provide       while the target is actively
                 exposure to the constituent         investors with an exposure to the     managed. This represents a
                 securities which are held in the    listed global property market. The    material change in investment
                 Portfolio                           Portfolio will focus on selecting     strategy and, consequently, in
                                                     investments that have an ability to   expected investor outcomes.
                                                     provide both high levels of income    Index-tracking portfolios are
                                                     and long-term capital growth.         designed to replicate benchmark
                                                                                           performance, whereas actively
                                                                                           managed portfolios aim to
                                                                                           outperform the benchmark
                                                                                           through active investment
                                                                                           decisions.

                                                                                           Despite this strategic shift, both
                                                                                           portfolios invest within the same
                                                                                           underlying asset universe, being
                                                                                           the 250 most liquid listed global
                                                                                           property securities as defined by
                                                                                           the GPR 250 Index. The target
                                                                                           portfolio also retains significant
                                                                                           alignment with the source, holding
                                                                                           approximately 80% of its
                                                                                           securities. Accordingly, while the
                                                                                           asset class exposure remains
                                                                                           broadly consistent, differences will
                                                                                           arise in portfolio construction
                                                                                           through security selection,
                                                                                           weightings, and timing of
                                                                                           investment decisions.
The Portfolio will be passively                                               Changed
managed in that the Manger will        In order to achieve this objective,    The investment policies of the
not buy and sell securities based      the Portfolio will primarily be        target and source portfolios are
on economic, financial and/or          invested in global real estate         different in that the source
market analysis but rather, will       securities listed on recognized        portfolio is an index tracking ETF
buy and sell securities solely for     exchanges around the world.            and the target portfolio is an
the purposes of ensuring that          These assets will consist of           actively managed ETF. Both
the Portfolio tracks the Index. As     property shares, money market          portfolios select securities from
such the investment objective          instruments, securities in listed      the same asset pool as the
and style of the Portfolio will be     entities that are backed by real       benchmark of the target fund and
full replication of the Index.         estate property, participatory         the index of the source fund are
Accordingly, the financial or          interests in collective investment     based off the same universe of
other condition of any company         schemes in property, real estate       assets, being the 250 most liquid
or entity include in the Index will    investment trusts, assets in liquid    listed property securities globally
not result in the elimination of its   form and non-equity securities         as defined by the GPR 250 Index.
securities from the Portfolio,         which are considered consistent        The target portfolio holds
unless the securities of such          with legislation may allow from        approximately 80% of the source
company or entity are removed          time to time.                          portfolio securities which
from the Index itself.                                                        highlights how similar the
                                       The Portfolio follows a                portfolio's are in construction.
                                       fundamental research driven
                                       investment approach, offering real
                                       estate focus, with global
                                       diversification. The real estate
                                       focus is through real estate
                                       securities with a specific bias
                                       towards securities with both a
                                       high income yield and good
                                       growth prospects.

Investors may obtain                                                          Changed
participatory interests in the                                                This wording is not explicitly
Portfolio on the secondary                                                    mentioned in the target portfolio's
market or by subscribing for new                                              investment policy but principally
participatory interest in the                                                 investors would obtain
Portfolio on the primary market.                                              participatory interests in the target
In order to achieve this object,                                              portfolio in the same manner and
the Manger may, subject to the                                                therefore investors are not
Act and the Scheme Deed,                                                      impacted by this change.
create and issue or redeem and
cancel an unlimited number of
participatory interests in the
Portfolio

The manager shall further be           The portfolio is permitted to invest   Similar in that both portfolio's
entitled in its discretion and only    in listed and unlisted financial       is permitted to invest in listed
on a temporary basis, to employ        instruments in line with the           and unlisted financial
such other investment                  conditions as determined by            instruments in line with the
techniques and financial               legislation from time to time.         conditions as determined by
instruments, whether listed or                                                legislation.
unlisted, for the purposes of                                                 The Manager of the source
efficient portfolio management                                                portfolio was limited in terms of
with the aim of reducing risk,                                                which assets it could invest in due
reducing cost or generating                                                   to the portfolio being an index
capital or income for the                                                     tracking fund. This clause would
Portfolio with an acceptable level                                            entitle the manager to discretion
of risk in line with the investment                                           on a temporary basis for the
objective of the Portfolio, subject                                           purpose of efficient portfolio
to the provision of the Scheme                                                management. The target portfolio
Deed, the JSE Listing                                                         is only limited to assets that are in
Requirements and the Act from                                              line with the investment objective
time to time.                                                              of the Portfolio, subject to the
                                                                           provision of the Scheme Deed,
                                                                           the JSE Listing Requirements and
                                                                           the Act from time to time.




The Portfolio may also include      The portfolio may, apart from          Similar with the exception of
participatory interest or any       assets in liquid form, also include    the below wording
other form of participation in      participatory interests or any other   "the portfolio may invest in
portfolios of collective            form of participation in portfolios    exchange traded funds or
investment schemes or other         of collective investment schemes       exchange traded notes, whether
similar collective investment       or other similar schemes, in           organized as a portfolio of a
schemes as the Act may allow        addition, the portfolio may invest     collective investment scheme or
from time to time which are         in exchange traded funds or            not, subject to the conditions of
consistent with the Portfolios      exchange traded notes, whether         the Act. Where the
investment policy.                  organized as a portfolio of a          aforementioned schemes are
                                    collective investment scheme or        operated in territories other than
                                    not, subject to the conditions of      in South Africa, participatory
                                    the Act. Where the                     interests or any other form of
                                    aforementioned schemes are             participation in these schemes will
                                    operated in territories other than     be included in the portfolio only
                                    in South Africa, participatory         where the regulatory environment
                                    interests or any other form of         is to the satisfaction of the
                                    participation in these schemes will    manager and trustee and is of a
                                    be included in the portfolio only      sufficient standard to provide
                                    where the regulatory environment       investor protection at least
                                    is to the satisfaction of the          equivalent to that in South Africa"
                                    manager and trustee and is of a
                                    sufficient standard to provide         The additional wording indicates
                                    investor protection at least           that the asset manger, may invest
                                    equivalent to that in South Africa     in exchange traded funds whether
                                                                           they be collective investment
                                                                           schemes or not (for example
                                                                           where the exchange traded fund
                                                                           invests in commodities). Where
                                                                           the jurisdiction of the exchange
                                                                           traded fund is not South Africa the
                                                                           required due diligence to ensure
                                                                           the asset aligns with the South
                                                                           African regulatory environment
                                                                           will be upheld but the manager
                                                                           and trustees.

The composition of the Portfolio                                           Change
will be adjusted periodically to                                           This is not applicable to the target
confirm to changes in the                                                  portfolio as the target portfolio is
composition and weightings of                                              not a tracking fund.
securities in the Index so as to
ensure that the composition and
weightings of the Portfolio are a
reflection of the composition and
weightings of the securities
contained in the Index.
             The Portfolio shall hold                                          Change
             securities purely for the                                         This is not applicable to the target
             economic rights and benefits                                      portfolio as the target portfolio is
             attaching thereto and,                                            not a tracking fund.
             accordingly, if any 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, is any such takeover
             bid of corporate cation 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 adjustment to the
             Portfolio so as to ensure same
             tracks the Index.

             It is anticipated that ancillary                                  Change
             assets in liquid form will not form                               This is not applicable to the target
             a substantial part of the                                         portfolio as the target portfolio is
             Portfolio's assets. However any                                   not a tracking fund.
             liquid assets that the portfolio
             holds may be invested in short-
             term money market investments.

             It is recorded that the Portfolio's                               Change
             ability to replicate the price and                                This is not applicable to the target
             yield performance of the Index                                    portfolio as the target portfolio is
             will be affected by the costs and                                 not a tracking fund.
             expenses incurred by the
             Portfolio.

Index /      Reitway Global Property               GPR 250 REIT Net TR Index   Changed
Benchmark    Diversified Index                                                 The source portfolio is an index
Definition                                                                     tracking fund which is mandated
                                                                               to track the Reitway Global
                                                                               Property Diversified Index. The
                                                                               target portfolio is an actively
                                                                               managed fund which is not
                                                                               mandated to track an index, but it
                                                                               does get compared to a
                                                                               benchmark being the GPR 250
                                                                                             REIT Net TR Index. The
                                                                                             composition of RWAGP is based
                                                                                             off the same




 Annual            60 basis points                       60 basis points                     No Change
 Management
 Fee
 (excluding
 VAT)

 Income            the 3 month periods ending on         the 6 month periods ending on the   Changed
 Distribution      the last day of June, September,      last day of September and March     The target portfolio has a less
 Declaration       December and March of each            of each year.                       frequent distribution period which
                   year.                                                                     will result in the investors being
                                                                                             paid out less often within the
                                                                                             annual period. The value of the
                                                                                             payouts are determined in the
                                                                                             same manner which is equal to
                                                                                             the income accrued and settled
                                                                                             during the accounting period plus
                                                                                             all payments in lieu of income
                                                                                             accruals accruing to the portfolio
                                                                                             during the accounting period, and
                                                                                             any balance carried forward, less
                                                                                             any permissible deductions, must
                                                                                             be distributed to investors.

 ASISA             Global – Real Estate – General        Global – Real Estate - General      No Change
 Category



Amalgamation ballot timeline and Salient Dates

                                                                                             Salient Date

 SENS announcement declaring the proposed ballot                                      Friday, 24 Jul 2026

 Record Date for ballot voting procedures (30 business days after announcement)       Friday, 04 Sept 2026

 Last day for investors to respond via Brokers/CSDPs by no later than 17:00           Friday, 04 Sept 2026

 Deadline for auditors to submit their findings report to Prescient                   Tuesday, 22 Sept 2026

 FSCA issues approval letter                                                          Tuesday, 06 Oct 2026

 Announcement confirming the results of the ballot                                    Wednesday, 07 Oct 2026




Rights of investors in RWDVF
In terms of clause 99 of the Collective Investment Schemes Control Act No. 45 of 2002 ("the Act"), all investors in
the Source Portfolio are given an opportunity to vote in favour of, or against, the proposal, as described in this
announcement. The ballot will be valid if the majority of investors, excluding the Manager, vote in favour of the
amalgamation

If investors do not participate in the amalgamation ballot timeously, they will be deemed to have voted in favour of
the amalgamation.
Section 99 (3) (a) of the Act ensures that on the effective date of the amalgamation, every investor that continues
to hold participatory interest in the source portfolio will be issued with replacement participatory interests in the
target portfolio. The replacement participatory interests will be equal in market/monetary value to the participatory
interests held pre-amalgamation.

Ernest & Young (Pty) Ltd, the independent auditors of the Manager, will verify the outcome of the ballot.


Investors that are not comfortable with the amalgamation proposal may elect to sell their securities at any time at
the prevailing market price of the ETF or redeem their securities. Please note that such a transaction may trigger a
Capital Gains Tax ("CGT") event and investors may be liable for CGT at their next income tax assessment, as well
as brokerage costs.

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



Approval and Commencements

Subject to the ballot voting procedure being successful and approval by the Financial Sector Conduct Authority ("the
Authority") of Collective Investment Schemes, the amalgamation will be effective from commencement of business
on Wednesday, 21st of October 2026.


                                                                                                     Salient Date

 Finalisation announcement regarding the amalgamation                                    Wednesday, 07 Oct 2026

 Last day to trade (LDT) the units of the Source Portfolio (RWDVF)                          Tuesday, 20 Oct 2026

 Suspension of trading in the Source Portfolio (RWDVF)                                   Wednesday, 21 Oct 2026

 Conversion ratio announcement between Source Portfolio (RWDVF) and Target               Wednesday, 21 Oct 2026
 Portfolio (RWAGP)

 Effective Date Amalgamation                                                             Wednesday, 21 Oct 2026

 Record date for determining RWDVF holders entitled to received RWAGP units                   Friday, 23 Oct 2026

 Accounts of dematerialised securities holders at CSDPs / Brokers updated with removal       Monday, 26 Oct 2026
 of RWDVF and replacement RWAGP units

 Termination (delisting) of the Source Portfolio (RWDVF)                                    Tuesday, 27 Oct 2026




A separate announcement will be made regarding the special income distribution to holders of RWAGP and
RWDVF.
The above dates and times are subject to amendment at the discretion of the Manager, subject to the approval of
the JSE, if required. Any such amendment will be published on SENS.


Action required
    1. Investors must read this announcement on the proposed changes to the Source Portfolio, their rights and
       the impact this will have on their investment.
    2. Investors are requested to notify their Broker/CSDPs in writing by no later than 17:00 on Friday, 4th of
       September 2026, as to whether they approve the amalgamation as set out in this announcement or not.

    3. No action is required from investors that are no longer invested in the Source Portfolio
Should investors require further information on the proposed amalgamation as set out in this announcement they
must contact Greg Rawlins, CEO of Reitway Global (Pty) Ltd on email: gregr@reitwayglobal.com.


Cape Town
24 July 2026




Listing Advisor
Prescient Capital Markets (Pty) Ltd

Date: 24-07-2026 03:48:00
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