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PRESCIENT MANAGEMENT COMPANY (RF) PROPRIETARY LIMITED - Ballot Procedure: Proposed Amalgamation of RWESG with RWGPR

Release Date: 23/04/2026 13:10
Code(s): RWESG     PDF:  
Wrap Text
Ballot Procedure: Proposed Amalgamation of RWESG with RWGPR

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

REITWAY GLOBAL PROPERTY ESG PRESCIENT ETF ("RWESG")
(being a portfolio under the Prescient ETF Scheme registered in the Republic of South Africa in terms of the
Collective Investment Schemes Control Act, 45 of 2002 ("CISCA"))
Share Code: RWESG
Short Name: RWESGPROP
ISIN: ZAE000322194

PROPOSED AMALGAMATION OF THE REITWAY GLOBAL PROPERTY ESG PRESCIENT ETF ('RWESG")
WITH THE REITWAY GLOBAL PROPERTY MF PRESCIENT ETF ("RWGPR") – BALLOT PROCEDURE

This announcement is important and requires immediate attention

Reitway Global (Pty) Ltd, the Investment Manager of the RWESG and the RWGPR has requested the Manager to
ballot investors in the RWESG portfolio ("the Source Portfolio") to obtain their approval for the amalgamation with the
RWGPR portfolio, on the assumption that the current ballot process for the RWGPR ("the Target Portfolio") will be
successful.

The purpose of this announcement is to inform investors of the proposed amalgamation, provide sufficient information
to RWESG investors to make an informed decision and explain the voting procedure.

The Target Portfolio is undergoing a ballot to change the index that is tracks from the Reitway Global Property Index
to the Reitway Global Property MF Index. Investors are referred to the SENS announcement published by the
Manager on 30 January 2026 regarding this change and further information is available from the Manager. This
amalgamation is subject to investors in the Target Portfolio voting in favour of the index change and investors in the
Source Portfolio voting in favour of this amalgamation.

In terms of the section 99 of the Collective Investment Schemes Control Act No. 45 of 2002 ("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. 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 RWESG and the RWGPR is substantially the same resulting in no significant
differences in the performances of the portfolios over a long period. The amalgamation of these portfolios will ensure
that the target portfolio reaches critical mass ensuring more efficient management of the portfolio.


Comparison between the portfolios

The table below compares the performance of the Source Portfolio (RWESG) and the Target Portfolio (RWGPR) at
the end of quarter 4 of 2025:

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

 RWESG                   19,131,961.88                         -4.98155           -4.82892              -5.06414         -5.15714

 RWGPR                   29,632,333.76                         -5.50336           -3.80707              -5.58551         -4.13891



The table below compares the Source Portfolio (RWESG) with the Target Portfolio (RWGPR) and the impact on
investors in the Source Portfolio should the amalgamation ballot be successful.


                     Reitway Global Property ESG                 Reitway Global Property MF               Changes - Impact on
                     Prescient Exchange Traded Fund              Prescient Exchange Traded                Investors
                     (Source Portfolio)                          Fund (Target Portfolio)

 Investment Policy   The investment policy of the                The investment policy of the             Changed
                     Portfolio shall be to track as closely      Portfolio shall be to track as           The index being tracked in
                     as possible the Reitway Global              closely as possible the Reitway          the target fund is the
                     Property ESG Index ("Index") with           Global Property MF Index                 Reitway Global Property
                     the intention of allowing an investor       ("Index") with the intention of          ESG Index which differs to
                     to obtain market exposure to the            allowing an investor to obtain           that of the source fund,
                     constituent securities which are held       market exposure to the                   being the Reitway Global
                     in the Portfolio.                           constituent securities which are         Property MF Index. The
                                                                 held in the Portfolio.                   constituents within these
                                                                                                          indices are similar but are
                                                                                                          not same which would
                                                                                                          result in differing fund
                                                                                                          returns on investors
                                                                                                          holdings. Please refer to
                                                                                                          the comparison of fund
                                                                                                          returns included in this
                                                                                                          announcement to
                                                                                                          determine the impact to
                                                                                                          your individual
                                                                                                          investments.

                     The Portfolio will be passively             The Portfolio will be passively          No Change
                     managed in that the Manger will not         managed in that the Manger will
                     buy and sell securities based on            not buy and sell securities based
                     economic, financial and/or market           on economic, financial and/or
                     analysis but rather, will buy and sell      market analysis but rather, will
                     securities solely for the purposes of       buy and sell securities solely for
                     ensuring that the Portfolio tracks the      the purposes of ensuring that the
                     Index. As such the investment               Portfolio tracks the Index. As such
                     objective and style of the Portfolio        the investment objective and style
                     will be full replication of the Index.      of the Portfolio will be full
                     Accordingly, the financial or other         replication of the Index.
                     condition of any company or entity          Accordingly, the financial or other
                     include in the Index will not result in     condition of any company or entity
                     the elimination of its securities from      include in the index will not result
                     the Portfolio, unless the securities of     in the elimination of its securities
                     such company or entity are                  from the Portfolio, unless the
                     removed from the Index itself               securities of such company or
                                                                 entity are removed from the index
                                                                 itself.

                   Investors may obtain participatory       Investors may obtain participatory       No Change
                   interests in the Portfolio on the        interests in the Portfolio on the
                   secondary market or by subscribing       secondary market or by
                   for new participatory interest in the    subscribing for new participatory
                   Portfolio on the primary market. In      interest in the Portfolio on the
                   order to achieve this object, the        primary market. In order to
                   Manger may, subject to the Act and       achieve this object, the Manger
                   the Scheme Deed, create and issue        may, subject to the Act and the
                   or redeem and cancel an unlimited        Scheme Deed, create and issue
                   number of participatory interests in     or redeem and cancel an
                   the Portfolio                            unlimited number of participatory
                                                            interests in the Portfolio.

                   The manager shall further be             The manager shall further be             No Change
                   entitled in its discretion and only on   entitled in its discretion and only
                   a temporary basis, to employ such        on a temporary basis, to employ
                   other investment techniques and          such other investment techniques
                   financial instruments, whether listed    and financial instruments, whether
                   or unlisted, for the purposes of         listed or unlisted, for the purposes
                   efficient portfolio management with      of efficient portfolio management
                   the aim of reducing risk, reducing       with the aim of reducing risk,
                   cost or generating capital or income     reducing cost or generating capital
                   for the Portfolio with an acceptable     or income for the Portfolio with an
                   level of risk in line with the           acceptable level of risk in line with
                   investment objective of the Portfolio,   the investment objective of the
                   subject to the provision of the          Portfolio, subject to the provision
                   Scheme Deed, the JSE Listing             of the Scheme Deed, the JSE
                   Requirements and the Act from time       Listing Requirements and the Act
                   to time.                                 from time to time.

                   The Portfolio may also include           The Portfolio may also include           No Change
                   participatory interest or any other      participatory interest or any other
                   form of participation in portfolios of   form of participation in portfolios of
                   collective investment schemes or         collective investment schemes or
                   other similar collective investment      other similar collective investment
                   schemes as the Act may allow from        schemes as the Act may allow
                   time to time which are consistent        from time to time which are
                   with the Portfolios investment policy    consistent with the Portfolios
                                                            investment policy.

                   The composition of the Portfolio will    The composition of the Portfolio         No Change
                   be adjusted periodically to confirm      will be adjusted periodically to
                   to changes in the composition and        confirm to changes in the
                   weightings of securities in the Index    composition and weightings of
                   so as to ensure that the composition     securities in the Index so as to
                   and weightings of the Portfolio are a    ensure that the composition and
                   reflection of the composition and        weightings of the Portfolio are a
                   weightings of the securities             reflection of the composition and
                   contained in the Index                   weightings of the securities
                                                            contained in the Index.

                   The Portfolio shall hold securities      The Portfolio shall hold securities      No Change
                   purely for the economic rights and       purely for the economic rights and
                   benefits attaching thereto and,          benefits attaching thereto and,
                   accordingly, if any takeover bid or      accordingly, if any takeover bid or
                   other corporate action occurs in         other corporate action occurs in
                   relation to any constituent company,     relation to any constituent
                   the Portfolio shall not surrender any    company, the Portfolio shall not
                   securities held by the Portfolio         surrender any securities held by
                   which may be subject to such             the Portfolio which may be subject

                   takeover bid or other corporate           to such takeover bid or other
                   action, unless such surrender is          corporate action, unless such
                   mandatory (and then only to the           surrender is mandatory (and then
                   extent of such mandatory                  only to the extent of such
                   surrender) in terms of any                mandatory surrender) in terms of
                   applicable law or under the rules of      any applicable law or under the
                   a regulator y authority or body           rules of a regulatory authority or
                   having jurisdiction over the Portfolio    body having jurisdiction over the
                   and/or the applicable securities.         Portfolio and/or the applicable
                   However, is any such takeover bid         securities. However, is any such
                   of corporate cation results in a          takeover bid of corporate cation
                   previously constituted company no         results in a previously constituted
                   longer qualifying for inclusion in the    company no longer qualifying for
                   Index, any securities in such             inclusion in the Index, any
                   constituent company held by the           securities in such constituent
                   Portfolio, shall be disposed of by the    company held by the Portfolio,
                   Portfolio and the proceeds derived        shall be disposed of by the
                   from such disposal shall be applied       Portfolio and the proceeds derived
                   in effecting the appropriate              from such disposal shall be
                   adjustment to the Portfolio so as to      applied in effecting the
                   ensure same tracks the Index              appropriate adjustment to the
                                                             Portfolio so as to ensure same
                                                             tracks the Index.

                   It is anticipated that ancillary assets   It is anticipated that ancillary        No Change
                   in liquid form will not form a            assets in liquid form will not form a
                   substantial                               substantial part of the Portfolio's
                   part of the Portfolio's assets.           assets. However, any liquid
                   However, any liquid assets that the       assets that the portfolio holds may
                   portfolio                                 be invested in short-term money
                   holds may be invested in short-term       market investments.
                   money market investments.

                   It is recorded that the Portfolio's       It is recorded that the Portfolio's     No Change
                   ability to replicate the price and        ability to replicate the price and
                   yield                                     yield performance of the Index will
                   performance of the Index will be          be affected by the costs and
                   affected by the costs and expenses        expenses incurred by the
                   incurred by the Portfolio                 Portfolio.

Index Definition   Reitway Global Property ESG Index         Reitway Global Property MF Index        Changed
                                                                                                     The index being tracked in
                                                                                                     the target fund is the
                                                                                                     Reitway Global Property
                                                                                                     ESG Index which differs to
                                                                                                     that of the source fund,
                                                                                                     being the Reitway Global
                                                                                                     Property MF Index. The
                                                                                                     constituents within these
                                                                                                     indices are similar but are
                                                                                                     not same which would
                                                                                                     result in differing fund
                                                                                                     returns on investors
                                                                                                     holdings. Please refer to
                                                                                                     the comparison of fund
                                                                                                     returns included in this
                                                                                                     announcement to
                                                                                                     determine the impact to
                                                                                                     your individual
                                                                                                     investments.
 Annual                 60 basis points                          60 basis points                      No Change
 Management Fee
 (excluding VAT)

 Income                 the 3-month periods ending on the        the 3-month periods ending on the    No Change
 Distribution           last day of June, September,            last day of June, September,
 Declaration            December and March of each year;         December and March of each
                                                                 year;

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




Amalgamation ballot timeline and Salient Dates

                                                                                                  Salient Date

 SENS announcement declaring the proposed ballot                                                  Thursday, 23 Apr 2026

 Record Date for ballot voting procedures (30 business days after announcement)                  Friday, 5 Jun 2026

 Last day for investors to respond via Brokers/CSDPs                                              Friday, 5 Jun 2026

 Deadline for auditors to submit their findings report to Prescient                               Monday, 22 Jun 2026

 FSCA issues approval letter                                                                      Monday, 6 Jul 2026

 Announcement confirming the results of the ballot                                                Tuesday, 7 Jul 2026



Rights of investors in RWESG

In terms of clause 98 of CISCA and clause 59 of the Prescient ETF Scheme main deed, all investors in the RWESG
portfolio are given an opportunity to vote in favour of, or against, the proposed investment policy changes, as
described in this announcement.

Ernest & Young (Pty) Ltd, the independent auditors of the Manager, 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.

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 16 July 2026.

                                                                                         Salient Date

 Finalisation announcement regarding the amalgamation.                                   Wednesday, 08 Jul 2026

 Last day to trade (LDT) the units of the Source Portfolio (RWESG)                       Wednesday, 15 Jul 2026

 Suspension of trading in the Source Portfolio (RWESG)                                   Thursday, 16 Jul 2026

 Conversion ratio announcement between Source Portfolio (RWESG) and Target Portfolio     Friday, 17 Jul 2026
 (RWGPR)

 Record date for determining RWESG holders entitled to received RWGPR units              Monday, 20 Jul 2026

 Accounts of dematerialised securities holders at CSDPs / Brokers updated with removal   Monday, 20 Jul 2026
 of RWESG and replacement RWGPR units

 Termination (delisting) of the Source Portfolio (RWESG)                                 Tuesday, 21 Jul 2026



A separate announcement will be made regarding the special income distribution to holders of RWESG and RWGPR
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, 5th of June
       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
23 April 2026




Listing Advisor
Prescient Capital Markets (Pty) Ltd

Date: 23-04-2026 01:10:00
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