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Sygnia Itrix (RF) (Proprietary) Limited
Sygnia Itrix SWIX 40 ETF
JSE Code: SYGSW4
ISIN: ZAE000251344
Sygnia Itrix Top 40 ETF
JSE Code: SYGT40
ISIN: ZAE000251351
Portfolios in the Sygnia Itrix Collective Investment Scheme registered as such in terms of the
Collective Investment Schemes Control Act, 45 of 2002, managed by Sygnia Itrix (RF)
Proprietary Limited (“Sygnia Itrix”).
BALLOT PROCEDURES IN RESPECT OF AMALGAMATING THE SYGNIA ITRIX SWIX 40
ETF WITH SYGNIA ITRIX TOP 40 ETF
THIS LETTER IS IMPORTANT AND REQUIRES YOUR ATTENTION
Sygnia Itrix (RF) (Pty) Ltd, a Manager appointed in terms of the Collective Investment
Schemes Control Act, No. 45 of 2022 (“the Act”), hereby effects ballot voting procedures in
terms of Section 59 of the Deed and Section 99 of the Act to obtain approval for:
• Amalgamation of the Sygnia Itrix SWIX 40 ETF (“SYGSW4”) into the Sygnia Itrix Top
40 ETF (“SYGT40”).
PLEASE NOTE: Only investors in the SYGSW4 portfolio are required to vote. Investors in the
SYGT40 portfolio are not required to vote.
Motivation for the proposed amalgamation:
In June 2024 the JSE is expected to “harmonise” the All Share and Shareholder Weighted
Indices. This means that they will become one and as such there is no longer a need for both
a Sygnia Itrix SWIX 40 ETF and a Sygnia Itrix Top 40 ETF. To retain two similar portfolios
within the scheme is not practical, especially in light of costs associated with administration
and management and it is therefore no longer deemed viable to justify their continued and
separate existence.
Notification to the investors in the SYGT40 portfolio:
This SENS announcement serves as a warning of the proposed amalgamation and contains
the required information for you to make an informed decision pertaining to the exercise of
your rights.
Should investors holding a majority in value of participatory interest in the SYGT40 portfolio
object to the proposed amalgamation, the manager will not proceed with the amalgamation
and inform the Financial Sector Conduct Authority (“FSCA”) of the objection.
The assets that are transferred from the SYGSW4 portfolio will be of similar type, quality and
liquidity as the assets held by the SYGT40 portfolio. The SYGSW4 portfolio does not hold any
illiquid assets. No illiquid assets will be transferred to the SYGT40 as a result of the
amalgamation.
The Standard Bank of South Africa Limited (“the trustees”) must be in agreement that the
assets being transferred:
• will not result in any material prejudice to the interest of investors in the SYGT40 portfolio;
• will be consistent with the investment policy of the portfolio;
• can be effected without any breach of investment limits or the investment policy.
List of similarities and differences:
Transferring portfolio Target portfolio
Fund name: Sygnia Itrix SWIX 40 ETF Sygnia Itrix Top 40 ETF
Portfolio FTSE/JSE SWIX 40 index FTSE/JSE TOP 40 index
benchmark:
Investment The objective of this portfolio is The objective of this portfolio is to
policy: to provide simple access to provide simple access to investors
investors who wish to track the who wish to track the movements of
movements of the FTSE/JSE the FTSE/JSE Top 40 Index through
SWIX 40 Index through investing investing in the physical index
in the physical index securities. securities. The FTSE/JSE Top 40
The FTSE/JSE SWIX 40 Index Index consists of the largest 40
consists of the largest 40 companies, listed on the JSE,
companies, listed on the JSE, ranked by investable market
ranked and weighted by market capitalisation in the FTSE/JSE All-
capitalisation on the South Share Index.
African register.
The investment policy of the
The investment policy of the portfolio shall be to track the Index
portfolio shall be to track the as closely as practically and feasibly
Index as closely as practically possible by buying securities
and feasibly possible by buying included in the Index at similar
securities included in the Index weighting as they are included in the
at similar weighting as they are Index. Whenever the Index gets
included in the Index. Whenever rebalanced by the FTSE/JSE
the Index gets rebalanced by the Advisory Committee, the Portfolio
FTSE/JSE Advisory Committee, will purchase the newly included
the Portfolio will purchase the constituent securities and will sell
newly included constituent the constituent securities which
securities and will sell the were excluded from the Index by the
constituent securities which were advisory committee and buy or sell
excluded from the Index by the the securities that remain in the
advisory committee and buy or Index, in order to ensure that the
sell the securities that remain in same constituents securities are
the Index, in order to ensure that held by the Portfolio in similar
the same constituents securities weightings to those being presented
are held by the Portfolio in in the Index.
similar weightings to those being
presented in the Index. No securities will be bought for the
sole purposes of making a
No securities will be bought for speculative profit by selling them at
the sole purposes of making a a higher price later, unless this is for
speculative profit by selling them the purpose of tracking the Index. All
at a higher price later, unless this purchases and sales of securities
is for the purpose of tracking the are done solely to ensure the
Index. All purchases and sales of Portfolio holds all the same
securities are done solely to constituent securities as the Index in
ensure the Portfolio holds all the similar weightings to those in the
same constituent securities as Index.
the Index in similar weightings to The portfolio is passively managed,
those in the Index. and aims to produce the same level
of income as that produced by the
The portfolio is passively Index. As a further objective, the
managed, and aims to produce securities held by the Portfolio shall
the same level of income as that be managed to generate income for
produced by the Index. As a the benefit of investors.
further objective, the securities
held by the Portfolio shall be The composition of the Portfolio will
managed to generate income for be compared to the composition of
the benefit of investors. the Index on a daily basis, taking
into account any investment
The composition of the Portfolio contributions or withdrawals to and
will be compared to the from the Portfolio, the receipt of any
composition of the Index on a dividends for reinvestment, the
daily basis, taking into account effect of any corporate actions and
any investment contributions or its impact on the composition of the
withdrawals to and from the Portfolio relative to that of the Index.
Portfolio, the receipt of any
dividends for reinvestment, the The Portfolio shall also be entitled to
effect of any corporate actions employ such other investment
and its impact on the techniques and instruments as will
composition of the Portfolio most effectively give effect to the
relative to that of the Index. object and investment policy of the
Portfolio, including the use of listed
The Portfolio shall also be and unlisted financial instruments,
entitled to employ such other including derivatives, in accordance
investment techniques and with the provisions of the Act and
instruments as will most applicable legislation as amended
effectively give effect to the from time to time.
object and investment policy of
the Portfolio, including the use of Investors can obtain participatory
listed and unlisted financial interests in the Sygnia Itrix Top 40
instruments, including ETF by acquiring participatory
derivatives, in accordance with interests on the secondary market
the provisions of the Act and or subscribing for participatory
applicable legislation as interests in the Portfolio. In order to
amended from time to time. achieve this objective the manager
may, subject to the Act and this
Investors can obtain participatory Supplemental Deed No. 14 read
interests in the Sygnia Itrix SWIX together with the Main Deed, create
40 ETF by acquiring participatory and issue or redeem and cancel an
interests on the secondary unlimited number of participatory
market or subscribing for interests in the Portfolio.
participatory interests in the
Portfolio. In order to achieve this The Portfolio will not be managed
objective the manager may, according to traditional methods of
subject to the Act and this active management, which involve
Supplemental Deed No. 13 read the buying and selling of securities
together with the Main Deed, based on economic, financial and
create and issue or redeem and market analysis and investing
cancel an unlimited number of judgement. Instead the investment
participatory interests in the objective and style will be full
Portfolio. replication of the Index. As a result
the financial or other condition of
The Portfolio will not be any company or entity included from
managed according to traditional time to time in the Index will not
methods of active management, result in the elimination of its
which involve the buying and securities from the Portfolio unless
selling of securities based on the securities of such company or
economic, financial and market entity are removed from the Index
analysis and investing itself.
judgement. Instead the
investment objective and style To the extent necessary for the
will be full replication of the purposes of achieving its investment
Index. As a result the financial or policies, the Portfolio may hold
other condition of any company assets in liquid form.
or entity included from time to
time in the Index will not result in It is recorded that the Portfolio’s
the elimination of its securities ability to replicate the price and yield
from the Portfolio unless the performance of the Index will be
securities of such company or
entity are removed from the affected by the costs and expenses
Index itself. incurred by the Portfolio.
To the extent necessary for the Any material change to the
purposes of achieving its investment policy of the Portfolio
investment policies, the Portfolio shall constitute an amendment of
may hold assets in liquid form. the Deed, and shall be subject to
the provisions of clause 65 of the
It is recorded that the Portfolio’s Deed, in which even investors shall
ability to replicate the price and be given reasonable notice to
yield performance of the Index enable them to redeem their
will be affected by the costs and participatory interest prior to
expenses incurred by the implementation of the change.
Portfolio.
Any material change to the
investment policy of the Portfolio
shall constitute an amendment of
the Deed, and shall be subject to
the provisions of clause 65 of the
Deed, in which even investors
shall be given reasonable notice
to enable them to redeem their
participatory interest prior to
implementation of the change.
Charges: Management Fees 0.10% excl Management Fees 0.10% excl VAT
VAT
Distribution: June, December June, December
Rebalancing: March, June, September and March, June, September and
December December
Balloting Procedures for the investors in the SYGSW4 portfolio
The ballot will be valid if the majority of investors in the SYGSW4, excluding the manager, vote
in favour of the amalgamation. 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 the original portfolio.” In
other words, when the portfolios are amalgamated, investors will be issued with replacement
participatory interests in the SYGT40 portfolio which will be equal in market/monetary value to
the participatory interests held pre-amalgamation.
The manager will apply the round down methodology and pay fractions in the instance where
fractional ETF securities cannot be issued.
How does the proposed amalgamation impact your investment?
Please refer to the table of comparisons above for a comprehensive list of similarities and
differences between the transferring and targeted portfolio.
If the ballot is successful and approved by the FSCA, the SYGSW4 portfolio will be rebalanced
to align its weighted holdings with the SYGT40 portfolio just before the effective date of the
amalgamation to ensure investors are not prejudiced as a result of a difference in performance
between the two portfolios after the conversion ratio has been calculated and published.
For the investors in the SYGT40 portfolio the proposed amalgamation will have no impact on
their investments as the portfolio will continue to exist with no changes to the investment
objective.
Investors in the SYGSW4 portfolio will receive replacement participatory interests in the
SYGT40 portfolio which tracks the FTSE/JSE Top 40 Index with no adverse effect on their
investments as a result of the amalgamation.
A special distribution shall take place on both the SYGSW4 and SYGT40 portfolios as a result
of the amalgamation.
There shall be no tax impact or change in investment value for investors as a result of the
amalgamation.
The amalgamation does not release the trustees, custodian or manager from any
responsibility to the investors.
Your rights as an investor:
All investors in the SYGSW4 portfolio are given an opportunity to vote in favour of, or against,
the proposed amalgamation in terms of clause 99 of the Act.
In terms of FSCA Notice 1 of 2023 [Exemption of CIS Managers from certain requirements of
Section 99(1) of the Collective Investment Schemes Control Act (“CISCA”), 2002] all investors
in the SYGT40 portfolio are given an opportunity to object to the proposed amalgamation, but
are not required to vote.
An independent auditor will verify the outcome of the ballot.
If investors do not participate in the amalgamation ballot timeously, they will be deemed to
have voted in favour of the amalgamation.
The amalgamation will be a Capital Gains Tax (“CGT”) roll-over event, so no CGT will be
payable upon amalgamation.
Should you not be comfortable with the proposal in so far as they relate to the portfolio in
which you hold participatory interests, you may elect to redeem your participatory interests at
any time and withdraw your money at the prevailing price in the market, as defined in the Main
Deed, subject to that it is a discretionary investment. By electing to redeem or sell your
participatory interests, it will constitute a CGT event for which you will be liable to pay CGT at
your next income tax assessment.
If you choose not to withdraw your investment, the proposed amalgamation as set out in this
announcement (to the extent that they are approved by investors) will automatically apply to
your investment.
Action required by SYGT40 investors:
1. No action is required.
2. Should you wish to object to the proposed amalgamation, please notify our
registered auditors, Mazars, at ballotsygnia@mazars.co.za on or before, Tuesday
17 October 2023.
Action required by SYGSW4 investors:
1. Investors are requested to notify their JSE Brokers/CSDPs by no later than Tuesday,
17 October 2023, as to whether they approve the proposed amalgamation as set
out in this announcement or not;
2. Alternatively, please complete the enclosed Ballot Form and return it to our
registered auditors, Mazars, at ballotsygnia@mazars.co.za on or before Tuesday,
17 October 2023.
3. If you have disposed of your participatory interests in the portfolio, no action is
required.
Approval and commencements:
Approval for the proposed amalgamation was granted by the JSE on Wednesday, 30 August
2023.
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 Wednesday,
15 November 2023. Copies of the Sygnia Itrix Top 40 ETF Pricing Supplement, in English,
may be obtained during normal business hours from the office of Sygnia Itrix (RF) (Proprietary)
Limited located at 7th Floor, The Foundry, Cardiff Street, Greenpoint, 8001 and is available on
the website: www.sygnia.co.za.
Expected timeline for the implementation of the proposed amalgamation:
Salient dates 2023
Record date for the ballot voting procedures Thursday, 10 August
Declaration SENS announcement of the SYGSW4 Tuesday, 15 August
amalgamation
Last day for investors/brokers/CSDPs to respond to Tuesday, 17 October
auditors (by 5pm)
Deadline for auditors to submit their findings report to Tuesday, 24 October
Sygnia Itrix
Sygnia Itrix to submit the auditor's report to the FSCA Wednesday, 25 October
FSCA to advise Sygnia to submit signed supplemental Monday, 30 October
deeds for approval
FSCA issues approval letter Friday, 3 November
SENS announcement confirming the results of the ballot Monday, 06 November 2023
and finalisation information
Trade date for rebalance trades to align SYGSW4 with Tuesday, 7 November
SYGT40
Settlement date for rebalance trades Friday, 10 November
Calculation of conversion ratio at market close on Monday, 13 November
SENS announcement of conversion ratio by 11am Tuesday, 14 November
Last day to trade in respect of the special distribution and Tuesday, 14 November
the amalgamation
Suspension of trading of the SYGSW4 ETF shares on the Wednesday, 15 November
JSE
Commencement of trading of the issued shares under the Wednesday, 15 November
name Sygnia Itrix Top 40 ETF (ISIN: ZAE000251351 and
alpha code: SYGT40)
SENS announcement in respect of cash rates for the Wednesday, 15 November
special distribution by 11am
SENS announcement of fractional entitlements, by 11:00 Thursday, 16 November
Record date Friday, 17 November
Accounts of dematerialised securities holders updated at Monday, 20 November
their CSDPs or brokers
Payment date of fractional shares and special distribution Monday, 20 November
Termination of listing of SYGSW4 ETF shares on the JSE Tuesday, 21 November
Note: Any changes to the expected dates above will be announced on SENS.
Index disclaimer:
“FTSE®” is a trademark of the London Stock Exchange Group Companies, “JSE” is a
trademark of the JSE Limited and both are used by the JSE under licence. The FTSE/JSE
SWIX 40 and the FTSE/JSE Top 40 Index is calculated by FTSE in conjunction with the JSE.
Neither the JSE or FTSE sponsor, endorse or promotes this product and are not in any way
connected to it and does not accept any liability. All intellectual property rights in the index
values and constituent list vests in FTSE and the JSE. Sygnia Itrix (RF) (Pty) Ltd has obtained
full licence from the JSE to use such intellectual property rights in the creation of this product.
Should you require any further information, please do not hesitate to contact our Client Contact
Centre on 0860 794 642.
15 August 2023
Manager
Sygnia Itrix (RF) (Proprietary) Limited
Trustee
The Standard Bank of South Africa Limited
JSE Sponsor
Vunani Capital Sponsors
