[2025] EWCA Civ 1137

The background to this matter is conveniently set out in paragraphs 1-13 of the judgment of Deputy ICC Judge Kyriakides, and can be summarised as follows.

The Sub-Fund is a so-called “Dedicated Fund” of a specialised investment company known as KMG SICAV-SIF-SA (the “Company”), which was incorporated as a public limited company under the laws of Luxembourg on 4 June 2008. The Company is regulated by the Commission de Surveillance du Secteur Financier (the “CSSF”), the Luxembourg equivalent of the UK Financial Conduct Authority.

The Company offers investments relating to one or more of the Company’s Dedicated Funds to institutional investors. The Dedicated Funds are not separate legal entities, but are separate portfolios of assets owned by the Company and managed by it in accordance with a specific set of investment objectives. When investors invest in a Dedicated Fund, shares in the Company of a specific class corresponding to the Dedicated Fund are allotted to them. The rights of shareholders against the Company in respect of each such class are limited to the assets of the corresponding Dedicated Fund, and in the relations between the Company’s shareholders, each Dedicated Fund is treated as a separate entity.