Cheyne European Special Situations Fund Investments SCA & Ors v TMF Trustee Limited & Anor

Facts

The second defendant, Hunkemöller International BV, is a Netherlands-based European retailer of intimate apparel. In October 2022 it issued €272,500,000 of Senior Secured 9% Notes under an indenture governed by New York law, the notes being represented by a single global note held through a depositary and traded on Euroclear and Clearstream. The claimants, five investment funds forming part of an ad hoc group, became beneficial owners of €71,363,000 of those notes. Priority between creditors was governed by an English law intercreditor agreement containing an exclusive English jurisdiction clause, to which none of the claimants was a party. As the company's finances deteriorated, Redwood committed new money in 2024 in return for the "up-tiering" of its existing notes, and in March 2025 the first defendant, TMF Trustee Ltd as security agent, acting on Redwood's instructions, effected an enforcement and distressed disposal under which the claimants' notes were transferred to a Redwood entity and cancelled. In November 2024 the claimants had already sued in the Supreme Court of the State of New York challenging the up-tiering; in October 2025 they issued this English claim seeking declarations that the enforcement steps were invalid. The defendants applied for a case management stay pending the New York proceedings.