Result of EGM

RNS Number : 9290G
Starwood European Real Estate Finan
09 March 2015
 



09 March 2015

 

Starwood European Real Estate Finance Limited

 

Results of Extraordinary General Meeting

 

The Board of Starwood European Real Estate Finance Limited announces that, at the Extraordinary General Meeting of the Company held on Monday, 09 March 2015, the resolution put to the meeting was approved by shareholders on a show of hands.

 

Details of the proxy votes lodged are set out below:

 

Ordinary Resolution

For*

Against

Withheld**

1.   To adopt the proposed changes to the Company's investment policy, as set out in Part II of the circular sent to Shareholders dated 16 February 2015

132,967,853

0

0

 

Special Resolution

For*

Against

Withheld**

 

2.  The Directors be generally and unconditionally

     authorised for the purposes of section 292 of the

     Companies (Guernsey) Law, 2008, as amended,

     (the "Law"), (such authority superseding and

     revoking any previous authority to the extent

     unused (to exercise all the powers of the

     Company to a lot shares in the Company and

     grant rights to subscribe for, or convert any

     security into, shares in the Company up to an

     aggregate amount of 200 million shares of no par

     value pursuant to the Share Issuance Programme

     as subscribed in the Circular.

    

     The authority hereby conferred on the Directors

     shall expire at the conclusion of the annual general

     meeting of the Company in 2016, save that the

     Company may before such expiry make an offer

     or agreement which would or might require shares

     to be allotted or rights to be granted, after such

     expiry and the Directors may allot shares, or grant

     rights to subscribe for or to convert any security

     into shares, in pursuance of such an offer or

     agreement as if the authority conferred hereby has

     not expired.

 

118,909,785

14,058,068

0

 

Special Resolution

For*

Against

Withheld**

 

3. Subject to the passing of Resolution 2 above and in

    substitution for all subsisting authorities to the

    extent unused, the Directors be empowered

    pursuant to article 7.7 of the articles of

    incorporation of the Company (the "Articles") to

    allot equity securities of the Company for cash

    pursuant to the authority conferred by Resolution 2

   as if Article 7.2 did not apply to any such allotment

   or sale, provided that the power conferred by this

   Resolution shall be limited to:

 

   (i)  the allotment of equity securities for cash in

        connection with or pursuant to an offer of or

        invitation to acquire equity securities in favour of

        holders of ordinary shares in proportion (as

        nearly as practicable) to the respective number

        of ordinary shares held by them on the record

        date for such allotment or sale (and holders of

        any other class of equity securities entitled to

        participate therein or if the Directors consider it

        necessary, as permitted by the rights of those

        securities) but subject to such exclusions or

        other arrangements as the Directors may

        consider necessary or appropriate to deal with

        fractional entitlements, treasury shares, record

        dates or legal regulatory or practical difficulties

        which may arise under the laws of or the

        requirements of any regulatory body or stock

        exchange in any territory or any other matter

        whatsoever; and

 

   (ii) the allotment (otherwise) than under paragraph

        of this Resolution 3 of equity securities up to a

        maximum number of 200 million shares of no

        par value (which may be issued as ordinary

        shares/and/or C shares in accordance with the

        Articles,

 

        and provided further that the power conferred

        shall expire at the conclusion of the annual

        general meeting of the Company in 2016 save

        that the Company may before such expiry make

        an offer or agreement which would or might

        require equity securities to be allotted after such

        expiry and The Directors may allot equity

        securities in pursuance of any such offer or

        agreement as if the power conferred hereby had

        not expired.

 

117,705,789

15,252,064

10,000

 

 

The full text of the resolution may be found in the Notice of Extraordinary General Meeting contained in the Shareholder Circular dated 16 February 2015, copies of which are available on both the Company's website www.starwoodeuropeanfinance.com and on the National Storage Mechanism www.morningstar.co.uk/uk/NSM***

 

 

*           Includes discretionary votes received

**          A vote withheld is not a vote in law and is not counted in the proportion of votes 'for' or 'against' a resolution

***        Neither the NSM website nor the Company's website nor the content of any website accessible from hyperlinks on those websites (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement

 

 

 

 

 

Enquiries:

 

Ipes (Guernsey) Limited

Gillian Newton

01481 713843

 

 

Notes:

 

Starwood European Real Estate Finance 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 Continental European markets. www.starwoodeuropeanfinance.com

 


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