SWEF: Publication of a Circular containing a Notice of Extraordinary General Meeting

Starwood European Real Estate Finance Limited

(the “Company”) (Ticker: SWEF)

 

Publication of a Circular containing a Notice of Extraordinary General Meeting

 

Starwood European Real Estate Finance Limited announces that that it has published a circular (the "Circular") which will be sent to shareholders no later than Monday, 15 December 2025.

 

The Board is deciding on the possible extension of the 2025 financial year end of the Company from 31 December 2025 to 28 February 2026 (the “Year End Extension”) in connection with the continuation of the orderly winding up of the Company. In connection with the proposed Year End Extension, the Board has requested a derogation from the Guernsey Financial Services Commission (the “GFSC”) from the requirement of the Company to produce audited accounts for the period of 1 January 2025 to the end of the current financial year and, in doing so, have provided notice of the intention to effect the Year End Extension (the “GFSC Approval”). Provided the Year End Extension is not extended by more than 14 months there will be no requirement under the Financial Conduct Authority’s rules to publish a second interim report within 3 months of 31 December 2025. In order to allow the Board to implement the Year End Extension, it will be necessary to amend the Company's articles of incorporation (the “Articles”) to provide discretion for the Board to determine that the Company's financial year may run for longer than 12 months and for the New Articles to be approved and adopted by Shareholders.

 

The amendments to be adopted within the New Articles in the revised definition of "financial year" will be as follows (for the purposes of the below with deleted text shown as stricken through and new text shown in bold):

 

 "(a)  firstly, the period beginning on the date on which the Company was incorporated and                ending within eighteen months of that date; and

 (b)  thereafter, the period beginning on the day after its previous financial year ended and                ending within twelve (12)eighteen (18) months of that date;

 

 as determined from time to time by the Board."

 

The Board has published the Circular to Shareholders to convene an Extraordinary General Meeting at which it will seek approval from Shareholders to adopt the New Articles in order to allow the Board to extend the financial year end of the Company, subject to receipt of the GFSC Approval (the “Proposal”). The adoption of the New Articles will be proposed as a Special Resolution. A final decision on extending the financial year end will be taken by the Board if the Proposal is approved.

 

The Circular sets out details of, and seeks shareholder approval for, the Proposal and explains why the Board is recommending that shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting to be held at 9:30 a.m. on Wednesday, 31 December 2025 at 1 Royal Plaza, Royal Avenue, St Peter Port, GY1 2HL, Guernsey (or such other location in Guernsey as may be determined by the directors and notified to shareholders).

 

A copy of the Circular will shortly be made available on the Company’s website at https://starwoodeuropeanfinance.com and submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the proxy voting form will also be made available on the Company’s website as detailed above.

 

Shareholders wishing to raise any questions relating to the business of the Extraordinary General Meeting may do so by submitting such questions by email to Apex Fund and Corporate Services (Guernsey) Limited, the Company's secretary, ahead of the Annual General Meeting at Starwood@apexgroup.com until 5pm (UK time) on Monday 29 December 2025. Questions and answers will be announced on the London Stock Exchange.

 

The Board will ensure that Shareholders are given as much notice as possible of any proposed changes to the format of the Extraordinary General Meeting. The location of the Extraordinary General Meeting may need to be reconsidered closer to the time and the Company will update Shareholders of any changes via an announcement through a Regulatory Information Service and through the Company’s website www.starwoodeuropeanfinance.com.

 

Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as set out in the Circular. For further information, please contact:

 

Apex Fund and Corporate Services (Guernsey) Limited as Company Secretary

 

Duke Le Prevost

T: +44 (0) 20 3530 3630

E: starwood@apexgroup.com

 

Jefferies International Limited

 

Gaudi Le Roux

Harry Randall

Ollie Nott

T: +44 (0) 20 7029 8000

 

Notes: 

Starwood European Real Estate Finance Limited is an investment company listed on the main market of the London Stock Exchange with an investment objective to conduct an orderly realisation of the assets of the Company.  www.starwoodeuropeanfinance.com.

 

The Group's assets are managed by Starwood European Finance Partners Limited, an indirect wholly-owned subsidiary of Starwood Capital Group.