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

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 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.

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:

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. www.starwoodeuropeanfinance.com.

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