Starwood Eur Regulatory News (SWEF)

17 April 2018

Starwood European Real Estate Finance Limited (the "Company")

Publication of circular and posting of EGM Notice and Proxy Form

Starwood European Real Estate Finance Limited announces it has published a circular in connection with an Extraordinary General Meeting (the "Circular") which will be held on 15 May 2018 at 9:45 a.m. (or, if later, as soon as reasonably practicable following the conclusion or adjournment of the Annual General Meeting of the Company convened for the same date and place) at the registered office of the Company at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL.

The purpose of the Circular is to seek shareholder approval for certain share allotment and dis-application authorities to enable the Company to raise further funding through one or more tap issues (Tap Issue Authority) and a proposed share issuance programme (Share Issuance Programme).

At the Annual General Meeting to be held on 15 May 2018, the Company is seeking allotment and dis-application authorities to enable the Company to carry out one or more issues of Shares, in aggregate, up to 10 per cent. of the number of Shares in issue at the AGM.

Since the implementation of the Prospectus Regulation in the United Kingdom in July 2017, issuers such as the Company can issue up to (but not including) 20 per cent. of the securities already admitted to trading over 12 months by way of issues of shares without any requirement to publish a prospectus.

Accordingly, the Company intends to supplement the 10 per cent allotment and dis-application authorities to be taken at the AGM with the Tap Issue Authority, comprising a further allotment authority and dis-application authority over an additional 10 per cent. of issued Share capital to be sought at the Extraordinary General Meeting.

In addition to the Tap Issue Authority, the Company is also proposing a more significant share issuance programme, which if implemented will require the publication of a prospectus by the Company. The Share Issuance Programme will, if approved and implemented, provide considerable additional flexibility to permit the Company to take advantage of investment opportunities available in the market from time to time, allowing the Company to transact quickly with borrowers and strengthen its competitive position compared to other finance providers.

Accordingly, the Board has decided to seek Shareholder approval to provide the future flexibility to issue up to 245 million Shares as Ordinary Shares and/or also C Shares pursuant to the Share Issuance Programme and to dis-apply pre-emption rights in connection with the issue of such shares. The proceeds of the Share Issuance Programme, which, if implemented, are expected to be raised in one or more tranches, would be applied to make further investments in accordance with the Company's investment policy.

Any Shares issued under the Tap Issue Authority or the Share Issuance Programme on a non-pre-emptive basis will be issued at a premium to the then prevailing Net Asset Value per Share which will be sufficient to cover the costs and expenses of the relevant issue.

In connection with this meeting, copies of the following documents have been posted to shareholders and will provide additional details of the benefits and risks of the proposals:

The Notice of the Extraordinary General Meeting is available to view on, and download from, the Company's website at http://starwoodeuropeanfinance.com. The Notice of the Extraordinary General Meeting has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

For further information, please contact:

Starwood Capital

Duncan MacPherson

T: +44 20 7016 3655

Ipes (Guernsey) Limited

Lucy Brehaut

T: +44 1481 755143

Stifel Nicolaus Europe Limited

Mark Bloomfield

Neil Winward

Gaudi Le Roux

T: +44 20 7710 7600  

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. www.starwoodeuropeanfinance.com.

The Group 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.