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Starwood European Real Estate Finance Ltd (SWEF)
SWEF: Notice of EGM
17-Apr-2018 / 14:08 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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:
? A Circular including the Notice of the Extraordinary General Meeting;
and
? Proxy Form for the Extraordinary General Meeting.
The Notice of the Extraordinary General Meeting is available to view on, and
download from, the Company's website at http://starwoodeuropeanfinance.com
[1]. 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 [2]
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 [3].
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.
ISIN: GG00B79WC100
Category Code: NOG
TIDM: SWEF
LEI Code: 5493004YMVUQ9Z7JGZ50
Sequence No.: 5424
End of Announcement EQS News Service
675405 17-Apr-2018
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2: http://public-cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=d16e1e2c58f305fa956b4e96999f613e&application_id=675405&site_id=vwd_london&application_name=news
3: http://public-cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=becc5c83790358f02808a7970e9d8d13&application_id=675405&site_id=vwd_london&application_name=news
(END) Dow Jones Newswires
April 17, 2018 09:10 ET (13:10 GMT)
