East Riding of Yorkshire Council (As administrating authority of the East Riding Pension Fund) (Appellant) v KMG SICAV-SIF-GB Strategic Land Fund (Respondent)

Case summary

Case ID

UKSC/2025/0195

Parties

Appellant(s)

East Riding of Yorkshire Council (As administrating authority of the East Riding Pension Fund)

Respondent(s)

KMG SICAV-SIF-GB Strategic Land Fund

Issue

(1) Are separate ‘cells’ or ‘funds’ of foreign companies capable of being wound up as an “unregistered company” within the meaning of section 220 of the Insolvency Act 1986 despite themselves not having separate legal personality under the laws of that country? (2) If the answer above is yes, if the ‘cell’ or ‘fund’ has been dissolved in accordance with the laws of that country, does a petitioner have to establish that they are a contingent creditor in the ‘cell’ or ‘fund’ to have standing to bring the winding up petition concerning it or can the petitioner rely on the exceptional jurisdiction of the court?

Facts

The Respondent is a Luxembourg public limited company (the “Company”) constituted as an SICA V-FIA, a type of specialised investment fund, and is regulated by the Commission de Surveillance du Sector Financier in Luxembourg. The Company is subject to the laws of the Grand Duchy of Luxembourg. The Company is one legal company but is comprised of a number of separate, dedicated sub-funds, each with their own allocated assets, liabilities, and investment objectives. Under the laws of the Grand Duchy of Luxembourg and in the Company’s articles of association, those sub-funds do not have separate legal personality, and an investor only has rights to the specific sub-fund invested in. In July 2014, the Appellant invested £20 million in a particular sub-fund of the Company which had a stated objective of investing in real estate assets in the United Kingdom (the “Sub-Fund”). The Appellant received 17,110,835 Class C Sterling Shares in the Company representing this investment in the Sub-Fund. The Sub-Fund invested in land assets in the United Kingdom through four Luxembourg subsidiaries of the Company. Following a notice that redemptions would be suspended in June 2016 due to the Sub-Fund having significant exposures, in February 2019 the Company’s board of directors decided to liquidate the Sub-Fund pursuant to its articles of association, citing continuing economic uncertainty. Following attempts to sell the Sub-Fund’s assets, the Company notified the investors in the Sub-Fund, which included the Appellant, that no proceeds were expected to be realised from the liquidation of the Sub-Fund such that the value of the Sub-Fund was zero and no distributions would be made to its investors. Creditors of the Sub-Fund were, however, repaid. Under Luxembourg bankruptcy laws, it is not possible to obtain a winding-up order against the Sub-Fund. In May 2021, the Appellant presented a petition to the High Court to wind up the Sub-Fund as an “unregistered company” under sections 220 and 221 Insolvency Act 1986 and to serve the petition out of jurisdiction. The High Court subsequently dismissed the petition to wind up the Sub-Fund on the basis that it did not have jurisdiction under sections 220 and 221. The Sub-Fund could not be considered an unregistered company under those provisions. This was upheld on appeal by both the High Court and the Court of Appeal. The Appellant now appeals to the Supreme Court.

Date of issue

5 December 2025

Case origin

PTA

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