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

Starwood European Real Estate FinanceAnnouncement

13/02/2026 07:02

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

   13-Feb-2026 / 07:00 GMT/BST

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                 Starwood European Real Estate Finance Limited

                        (the “Company”) (Ticker: SWEF) 

                                        

                      Publication and posting of Circular

                                      and

     Timetable for Voluntary Winding Up of the Company and Cancellation of
                                    Listing

                                        

   The Board  of Starwood  European Real  Estate Fund  Limited announces  the
   publication of  a  circular (the  Circular)  and notice  of  extraordinary
   general meeting (the EGM), which has  been posted to Shareholders for  the
   purpose of proposing  a vote on  the voluntary winding  up of the  Company
   (the Voluntary Winding Up or the  Proposal). The detailed reasons for  and
   background to  the Proposal  are set  out in  the Circular.  The  Proposal
   (which is being put to Shareholders as a special resolution) requires  the
   approval of not less than 75 percent of the votes cast by Shareholders  at
   the EGM.

    

   The EGM is to be held at 10.00 a.m. on Friday, 27 February 2026 at 1 Royal
   Plaza, Royal  Avenue, St  Peter Port,  GY1 2HL,  Guernsey. 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.

    

   In order to facilitate the  implementation of the Proposal, the  Company's
   Shares will  be suspended  from  listing on  the  Official List  and  from
   trading on the Main Market of the London Stock Exchange at 7.30 a.m. on 27
   February 2026 in advance  of the EGM. Conditional  on the approval of  the
   Voluntary Winding Up  by Shareholders at  the EGM, the  Board proposes  to
   appoint Stuart Gardner  and Richard  Barker of  Ernst &  Young LLP,  Royal
   Chambers, St. Julians  Avenue, St. Peter  Port, Guernsey, GY1  4AF as  the
   joint liquidators of  the Company  (together the  Joint Liquidators).  The
   Board will continue to manage the Company pending the commencement of  the
   Voluntary Winding Up. All of the  Directors (other than John Whittle)  are
   expected to resign their  office with effect from  the appointment of  the
   Joint Liquidators.

    

   If the Proposal  is approved by  the requisite majority  at the EGM,  then
   immediately upon  and  with  effect  from the  appointment  of  the  Joint
   Liquidators the powers of the Board  will cease and the Joint  Liquidators
   will wind up the affairs of the Company. The listing of the Company on the
   Official List and admission of the Company's Shares to trading on the Main
   Market of the  London Stock Exchange  will be cancelled  with effect  from
   8.00 a.m. on  2 March 2026  following which the  Company's Shares will  no
   longer be tradeable.

    

   No mechanism  to  enable  the  Company's Shares  to  be  traded  following
   cancellation will  be made  available to  Shareholders and  the  Company's
   Shares will not be  transferable once the  Voluntary Winding Up  commences
   without the consent of the Joint Liquidators.

    

   The timetable for the Proposal is as follows:

    

   Publication of the Circular and the Notice of EGM

                                                             13 February 2026

    
   Last day of dealing  in the Shares through  CREST
   on a normal rolling two day settlement basis
                                                             24 February 2026
    

    
   Deadline  for  receipt  of  Forms  of  Proxy  and
   transmission of electronic proxy instructions for
   the EGM                                                   10.00 a.m. on 25
                                                                February 2026
    

    
   Close of  Register of  Members, Record  Date  for
   participation in  the  Voluntary Winding  Up  and
   settlement of Shares disabled in CREST            6.00 p.m. on 26 February
                                                                         2026
    

    
   Suspension of Shares from listing on the Official
   List and from trading on the Main Market
                                                     7.30 a.m. on 27 February
                                                                         2026

    
   Extraordinary General Meeting
                                                             10.00 a.m. on 27
                                                                February 2026

    
   Appointment of Joint Liquidators

                                                             27 February 2026

    
   Cancellation of the listing of the Shares on  the
   Official List and of the trading of the Shares on     8.00 a.m. on 2 March
   the Main Market                                                       2026

    

    

   If any of the  above times and/or dates  change, the revised times  and/or
   dates  will  be  notified  to  Shareholders  by  announcement  through   a
   Regulatory Information Service. All times  are references to London  time.
   All events in the above timetable  following the EGM are conditional  upon
   the approval of the Voluntary Winding Up.

    

   Unless otherwise  defined, capitalised  terms  used in  this  announcement
   shall have the same meaning set out in the Circular.

    

    

   For further information, please contact: 

    

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

   +44 (0) 203 5303 630

   Duke Le Prevost 

    

   Starwood Capital

   +44 (0) 20 7016 3655

   Duncan MacPherson 

    

   Jefferies International Limited

   +44 (0) 20 7029 8000

   Gaudi Le Roux 

   Harry Randall

   Ollie Nott

    

   Buchanan

   +44 (0) 20 7466 5000

   Helen Tarbet 

   Henry Wilson 

   Samuel Adams

    

    

                                     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.
    3 www.starwoodeuropeanfinance.com.

    

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

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   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by  4 EQS Group.
   The issuer is solely responsible for the content of this announcement.

   View original content:  5 EQS News

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   ISIN:          GG00BW9KGG29
   Category Code: NOG
   TIDM:          SWEF
   LEI Code:      5493004YMVUQ9Z7JGZ50
   Sequence No.:  418001
   EQS News ID:   2275818


    
   End of Announcement EQS News Service

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