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Proposed Amalgamation of 91GINC into 91GIN – Ballot Procedure
Prescient Management Company (RF) (Pty) Ltd
(Registration number 2002/022560/07)
(Being the manager of the Prescient ETF Scheme)
Ninety One Global Diversified Income Prescient Feeder Actively Managed ETF
(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)
Share Code: 91GINC
Long Name: 91G Actively Managed ETF
Short Name: 91GAMETF
ISIN: ZAE000346813
Proposed Amalgamation of the Ninety One Global Diversified Income Prescient Feeder Actively Managed
ETF (‘91GINC”) with the Ninety One Global Diversified Income Feeder Actively Managed ETF (“91GIN”) –
Ballot Procedure
This announcement is important and requires immediate attention
The purpose of this announcement is to inform you of the Proposed Amalgamation of the Ninety One Global
Diversified Income Prescient Feeder Actively Managed ETF (‘91GINC” or “Source Portfolio”) with the Ninety
One Global Diversified Income Feeder Actively Managed ETF (“91GIN” or “Target Portfolio”) and provide
sufficient information to investors to make an informed decision and explain the voting procedure.
Ninety One SA (Pty) Ltd, the co-named investment manager of the Source Portfolio established under the Prescient
ETF Scheme, has requested the Manager to ballot investors in the 91GINC portfolio to obtain their approval for the
amalgamation with the Target Portfolio established under the Ninety One ETF Scheme.
Importantly, there will be no change to the investment objective or investment strategy of the Source Portfolio once
amalgamated with the Target portfolio. Ninety One SA (Pty) Ltd will remain the Investment Manager of the Target
Portfolio.
In terms of 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.
Reason for the proposed amalgamation
The reason for the proposed amalgamation is that Ninety One Fund Managers SA (RF) (Pty) Ltd, the Manager of
Ninety One’s unit trusts, has established its own ETF Scheme. The proposed amalgamation enables Ninety One to
assume end-to-end responsibility for the ongoing governance and oversight of the Ninety One Global Diversified
Income Feeder Actively Managed ETF from fund management through to scheme administration, ensuring
accountability and control for investors. The merger will further enable clients to have a direct relationship with Ninety
One as the issuer and benefit from a unified client experience.
Importantly, there is no change to how your money is managed: there will be no change to the investment objective,
investment strategy or annual management fee of the Source Portfolio and Target portfolio. Ninety One SA (Pty) Ltd
will continue to be responsible for investment management of the Target Portfolio, among other ETF portfolios. As
the Source and Target Portfolios are identical in every respect, other than the changes noted in the section titled
‘Comparisons between the portfolios’ below, investors will not be prejudiced by the proposed amalgamation.
Underlying instruments will be transferred in specie, allowing investors to remain fully invested in the market.
Therefore, we believe that the merger is in the interest of investors.
How the amalgamation impacts your investment
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. All accrued income in the Source Portfolio will
be distributed by a special distribution before the transfer takes place. In terms of the Income Tax Act, the Capital
Gains Tax implications of the proposed amalgamation will not result in the realisation of a capital gain or loss, and
the CGT cost of your investment will be carried over to the Target Portfolio.
Comparison between the portfolios
The table below compares the Source Portfolio with the Target Portfolio and the impact on investors in the Source
Portfolio should the amalgamation ballot be successful.
Ninety One Global Diversified Ninety One Global Diversified Changes - Impact on Investors
Income Prescient Feeder Actively Income Feeder Actively Managed
Managed Exchange Traded Fund Exchange Traded Fund
("Source Portfolio") ("Target Portfolio")
Investment Policy Investment Policy
The Ninety One Global Diversified The portfolio will be an actively Change in wording although the
Income Prescient Feeder Actively managed exchange traded fund. The same fundamental principles remain
Managed Exchange Traded Fund primary objective of the Ninety One unchanged.
(“Ninety One Global Diversified Income Global Diversified Income Feeder
Prescient Feeder AMETF”) is a feeder Actively Managed Exchange Traded The benchmark remains the Overnight
fund and an actively managed ETF Fund is to provide returns in excess of US Dollar SOFR (ZAR).
listed on the EXCHANGE. The portfolio the Overnight US Dollar SOFR (or other
will, apart from assets in liquid form, appropriate reference rate) over a The structure of the portfolio remains
consist solely of participatory interests rolling 12- to 18-month period, an Actively Managed ETF which is a
in the Ninety One Global Diversified consisting of income with the feeder fund into the same underlying
Income Fund (“Underlying Fund”) a opportunity for capital growth. unit trust being the Ninety One Global
fund approved under the Ninety One In order to achieve this objective, the Diversified Income Fund ("Underlying
Premier Funds PCC Limited (the Portfolio will primarily be invested in Fund" or "Master Fund") approved
"PCC"). The primary performance participatory interests in the Ninety One under the Ninety One Premier Funds
objective of the Underlying Fund is to Global Diversified Income Fund PCC Limited.
provide returns in excess of the (“Master Fund”), which in turn invests in
Overnight US Dollar SOFR (or other a broad range of global fixed income As the Master and Underlying Fund
reference rate) over a rolling 12 to 18 instruments, including government and being invested into remains the same
month period, consisting of income with corporate bonds from both developed between the Target and Source
the opportunity for capital growth. To and emerging markets, which may be Portfolios, the objective remains
achieve its objective the Underlying denominated in any currency, and may consistent between these portfolios.
Fund may invest in a broad range of also include cash, money market
global fixed income instruments. instruments, and derivatives for efficient
portfolio management and hedging
purposes.
Nothing in the supplemental deed shall Nothing in the supplemental deed shall No Change
preclude the manager from varying the preclude the Manager from varying the
ratios of securities, to maximise ratios of securities, to maximise capital
investment potential in changing growth and investment potential in
economic environments or market changing economic environments or
conditions or to meet the requirements, market conditions or to meet the
if applicable, of any exchange formally requirements, if applicable, of any
recognised in terms of legislation and exchange formally recognised in terms
from retaining cash or placing cash on of legislation and from retaining cash or
deposit in terms of the Deed and any placing cash on deposit in terms of the
Supplemental Deeds thereto; provided Deed and any Supplemental Deeds
that the manager shall ensure that the thereto; provided that the Manager shall
aggregate value of the assets ensure that the aggregate value of the
comprising the portfolio shall consist of assets comprising the portfolio shall
securities of the aggregate value consist of securities of the aggregate
required from time to time by the Act. value required from time to time by the
Act.
Ninety One Global Diversified Ninety One Global Diversified Changes - Impact on Investors
Income Prescient Feeder Actively Income Feeder Actively Managed
Managed Exchange Traded Fund Exchange Traded Fund
("Source Portfolio") ("Target Portfolio")
The Trustee shall ensure that the The Trustee shall ensure that the No Change
investment policy set out in this investment policy set out in this
supplemental deed, the Deed and in all supplemental deed, the Deed and in all
Supplemental Deeds thereto is carried Supplemental Deeds thereto is carried
out. out.
For the purpose of this portfolio, the Change
manager shall reserve the right to close Wording is included in the Source
the portfolio to new investors on a date Portfolio as a Prescient standard, but it
determined by the manager. This will is not included in the Target Portfolio.
be done in order to be able to manage This is implied by the regulations
the portfolio in accordance with its applicable to these portfolios but being
mandate. The manager may, once a excluded from the Target Portfolio
portfolio has been closed, open that investment policy will not impact the
portfolio again to new investors on a return or the rights of the investors
date determined by the manager. amalgamating over to the Target
Portfolio.
Investment Manager Investment Manager
Ninety One SA (Pty) Ltd Ninety One SA (Pty) Ltd No Change
Benchmark Definition Benchmark Definition
Overnight SOFR (ZAR) Overnight SOFR (ZAR) No Change
Annual Management Fee (excluding Annual Management Fee (excluding
VAT) VAT)
0.45% 0.45% No Change
Income Distribution Frequency Income Distribution Frequency Change
A reduction in income distribution
the 6 month period ending on the last the 12 month period ending on the last frequency from semi-annual to annual.
day March and September of each day of March of each year; The change is considered immaterial as
year; investors continue to receive any
income entitlement. As the underlying
fund is an accumulating portfolio, de
minimis income distributions are
anticipated.
ASISA Classification ASISA Classification
Global - Multi Asset – Income Global - Multi Asset – Income No Change
Amalgamation ballot timeline and Salient Dates
Salient Date
SENS announcement declaring the proposed ballot Friday, 09 October 2026
Deadline for investors to respond via Brokers/CSDPs by no later than 17:00 Monday, 23 November 2026
Investor Register Extract Date for ballot voting procedures (30 business days after
Monday, 23 November 2026
announcement)
Deadline for Strate to provide ballot results to the Auditors Thursday, 26 November 2026
Deadline for auditors to submit their findings report to Prescient Thursday, 03 December 2026
FSCA issues approval letter Tuesday, 15 December 2026
Announcement confirming the results of the ballot Thursday, 17 December 2026
Rights of investors in 91GINC
In terms of clause 99 of CISCA and clause 59 of the Prescient ETF Scheme main deed, all investors in the 91GINC
portfolio are given an opportunity to vote in favour of, or against, the proposed amalgamation, 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, exchange control approval from the South African Reserve Bank
(“SARB”) and the approval by the JSE, the amalgamation will be effective from commencement of business on
Wednesday,13th of January 2027.
Salient Date
Exchange control approval obtained from SARB Prior the finalisation announcement
Finalisation announcement regarding the amalgamation
Tuesday, 05 January 2027
Distribution Announcement including Semi-Annual and Special distribution
Thursday, 07 January 2027
Last day to trade (LDT) the units of the Source Portfolio and cum
Tuesday, 12 January 2027
distribution
Conversion ratio announcement between Source Portfolio and Target
Tuesday, 12 January 2027
Portfolio by 11h00
Suspension of trading in the Source Portfolio., Listing and Commencement
Wednesday, 13 January 2027
of trading in Target Portfolio on the JSE
Effective Date Amalgamation and Ex Date of the Special and Quarterly
Wednesday, 13 January 2027
Distribution
Fraction rate announcement in terms of the Target Portfolio by 11:00am (if
Thursday, 14 January 2027
applicable)
Record date for determining Source Portfolio holders entitled to received
Target Portfolio units and Record date of the Special and quarterly Friday, 15 January 2027
distribution
Accounts of dematerialised securities holders at CSDPs / Brokers updated
Monday, 18 January 2027
with removal of Source Portfolio and Target Portfolio units
Payment Date of the Special and Quarterly Distribution Monday, 18 January 2027
Termination (delisting) of the Source Portfolio Tuesday, 19 January 2027
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 Monday, 23rd of
November 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 about the proposed amalgamation or voting process as set out in this
announcement, please contact your financial advisor or contact Ninety One on email clientservice@ninetyone.com
Alternatively, investors may call the Ninety One Client Service Centre on 0860 500 100.
Ninety One thanks you for your continued support.
Cape Town
09 October 2026
Listing Advisor
Prescient Capital Markets (Pty) Ltd
Date: 09/10/2026 01:21:00
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