REG-Starwood European Real Estate Finance Ltd SWEF: Proposed Orderly Realisation and Return of Capital to Shareholders

Starwood European Real Estate FinanceAnnouncement

31/10/2022 14:45

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   Starwood European Real Estate Finance Ltd (SWEF)
   SWEF: Proposed Orderly Realisation and Return of Capital to Shareholders

   31-Oct-2022 / 14:35 GMT/BST
   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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                 Starwood European Real Estate Finance Limited

                                (the “Company”)

                                        

       Proposed Orderly Realisation and Return of Capital to Shareholders

   Starwood European Real Estate  Finance Limited announces that following  a
   review of the Company’s strategy and advice sought from its advisers,  the
   Board intends to recommend to  shareholders that the investment  objective
   and policy of the  Company are amended  such that the  Board can pursue  a
   strategy of orderly  realisation and the  return of capital  over time  to
   shareholders.

   Under the Company’s  current discount control  mechanisms, the Company  is
   required to  redeem up  to 75  per cent.  of the  shares in  issue if  the
   Company’s discount to its Net Asset Value per share is greater than 5  per
   cent. or more  during the six-month  period ending 31  December 2022  (the
   "Tender Offer"). The Board has determined that, following discussions with
   its larger shareholders, the likely  take-up of a potential future  Tender
   Offer would be significant and  that the Company would  no longer be of  a
   viable size to provide shareholders  with sufficient liquidity and  scale.
   Accordingly, the Board has resolved that the Company should be placed into
   a managed wind-down with the aim of enabling shareholders to realise their
   entire holdings in the Company over time. It is expected that any  managed
   wind-down would be  on an orderly  basis and will  align to the  repayment
   dates of the relevant loan positions.

   In reaching this decision,  the Board have considered  a range of  options
   and several factors  including the prevailing  and persistent discount  to
   net asset value of the shares, feedback from shareholders, and the  market
   capitalisation and liquidity of the shares.

   The orderly realisation of the strategy will not result in the liquidation
   of the Company in the immediate  future or require the Company to  dispose
   of assets  within a  defined time  frame. The  proposed new  strategy,  if
   approved, would be  implemented in a  manner that would  seek to  maximise
   value to shareholders. It is intended that the Company’s listing would  be
   maintained during the orderly realisation.

   The Board intends, subject to the prior approval of the Financial  Conduct
   Authority of  the  proposed amendments  to  the investment  objective  and
   policy, to publish a circular to shareholders to convene an  extraordinary
   general meeting at which it will seek approval from shareholders to  amend
   the  Company’s   investment  objective   and  policy,   the  Articles   of
   Incorporation (to the  extent required)  and approve  any related  matters
   necessary to facilitate an orderly realisation. It is the Board’s  current
   intention to maintain  the current  target level of  dividend, whilst  the
   Company remains substantially invested,  should the proposals be  approved
   by shareholders (this is  a target only and  does not constitute a  profit
   forecast).

   The Board is  available to  discuss the  proposed managed  wind down  with
   shareholders ahead of publishing a circular to shareholders.

   This announcement contains inside information for the purposes of  Article
   7 of the UK version of the Market Abuse Regulation (EU) no.596/2014, which
   forms part of UK law by virtue of the European Union (Withdrawal) Act 2018
   ("UK MAR").

    

   For further information, please contact:

    

   Apex Fund and Corporate Services (Guernsey) Limited as  
   Company Secretary
                                                           
   Duke Le Prevost
                                                          +44 (0)20 3530 3630
    
   Starwood Capital                                        

   Duncan MacPherson                                      +44 (0)20 7016 3655
    

   Jefferies International Limited                         

   Neil Winward                                            

   Gaudi Le Roux                                          +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 provide Shareholders with regular dividends and an attractive
   total return  while  limiting  downside  risk,  through  the  origination,
   execution, acquisition and  servicing of a  diversified portfolio of  real
   estate debt investments in the UK and the wider European Union's  internal
   market.  1 www.starwoodeuropeanfinance.com.

    

   The Company is the largest London-listed vehicle to provide investors with
   pure play exposure to real estate lending.

    

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

    

    

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   ISIN:           GG00B79WC100
   Category Code:  MSCU
   TIDM:           SWEF
   LEI Code:       5493004YMVUQ9Z7JGZ50
   OAM Categories: 2.3. Major shareholding notifications
                   3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   197971
   EQS News ID:    1475915


    
   End of Announcement EQS News Service

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