REG-Starwood European Real Estate Finance Ltd SWEF: Publication of a Circular containing a Notice of Extraordinary General Meeting

Starwood European Real Estate FinanceAnnouncement

11/12/2025 07:05

============

   Starwood European Real Estate Finance Ltd (SWEF)
   SWEF: Publication of a Circular containing a Notice of Extraordinary
   General Meeting

   11-Dec-2025 / 07:02 GMT/BST

   ══════════════════════════════════════════════════════════════════════════

                 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   1 https://starwoodeuropeanfinance.com  and submitted  to  the
   National Storage Mechanism, where it  will be available for inspection  at
    2 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  3 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  4 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:  5 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. 
    6 www.starwoodeuropeanfinance.com.

    

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

    

   ══════════════════════════════════════════════════════════════════════════

   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by  7 EQS Group.
   The issuer is solely responsible for the content of this announcement.

   View original content:  8 EQS News

   ══════════════════════════════════════════════════════════════════════════

   ISIN:          GG00BW5S7K10
   Category Code: NOG
   TIDM:          SWEF
   LEI Code:      5493004YMVUQ9Z7JGZ50
   Sequence No.:  410997
   EQS News ID:   2243632


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=77728b00c0bce8cd769166ab38db85aa&application_id=2243632&site_id=refinitiv~~~456f380e-074c-434c-ab61-d8ca972fa0de&application_name=news
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1e84eb6c3310c93f7fb161c09372521b&application_id=2243632&site_id=refinitiv~~~456f380e-074c-434c-ab61-d8ca972fa0de&application_name=news
   3. mailto:Starwood@apexgroup.com
   4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1061432114ec7e56b46d250add972f03&application_id=2243632&site_id=refinitiv~~~456f380e-074c-434c-ab61-d8ca972fa0de&application_name=news
   5. mailto:starwood@apexgroup.com
   6. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=6c17e6900ed8c3b5447dc05b49ad61d8&application_id=2243632&site_id=refinitiv~~~456f380e-074c-434c-ab61-d8ca972fa0de&application_name=news
   7. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=f5d50dc7e8798b6eb177f7955e598e60&application_id=2243632&site_id=refinitiv~~~456f380e-074c-434c-ab61-d8ca972fa0de&application_name=news
   8. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=2df50d1ae8833fd158c4ec2136de38fe&application_id=2243632&site_id=refinitiv~~~456f380e-074c-434c-ab61-d8ca972fa0de&application_name=news


============