Koza Altin İşletmeleri AŞ v Koza Ltd & Anor
| Court | Chancery Division |
| Judgment Date | 10 September 2025 |
| Neutral Citation | [2025] EWHC 2304 (Ch) |
| Year | 2025 |
| Date | 10 September 2025 |
Neutral Citation Number: [2025] EWHC 2304 (Ch)
Claim No: CR-2024-004856
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVANCY AND COMPANIES LIST (ChD)
AND
BUSINESS LIST (ChD)
7 Rolls Buildings,
Fetter Lane, London,
EC4A 1NL
Date: 10 September 2025
Before:
THE HONOURABLE MR JUSTICE THOMPSELL
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IN THE MATTER OF KOZA LTD.
AND IN THE MATTER OF THE INSOLVENCY ACT 1986
KOZA ALTIN İŞLETMELERİ A.Ş
Petitioner
and
(1) KOZA LTD
(2) HAMDI AKIN IPEK
Respondents
Mr James Sheehan KC and Mr Jason Mitchell instructed by MacGregor Law Ltd for the 2nd
Respondent
Mr David Caplan and Mr Paul Fradley instructed by Mishcon de Reya LLP for the
Petitioner
Hearing dates: 29 and 30 July 2025
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APPROVED JUDGMENT
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This judgment was handed down remotely at 10.30am on 10 September 2025 by
circulation to the parties or their representatives by e-mail and by release to the National
Archives
Approved Judgment
Mr Justice Thompsell Re Koza Ltd
Mr Justice Thompsell:
1. INTRODUCTION
1. This hearing is dealing with an application (the “Application”) made by the
Petitioner, Koza Altin İşletmeleri A.Ş. (“Koza Altin”), for summary judgment on (or
alternatively strike out of the defence to) the petition it presented on 14 August 2024
for the winding up of Koza Ltd (“Koza Ltd” or the “Company”) on the just and
equitable ground (the “Petition”).
2. Koza Altin owns 100% of the ordinary shares of Koza Ltd (being the only shares that
enjoy material economic rights). However, for nearly a decade now it has been shut
out of control at the board level of the Company by the Second Respondent, Mr
Hamdi Akin Ipek (“Mr Ipek”).
3. Mr Ipek is registered as the holder of the one remaining A ordinary share in Koza Ltd.
Although named as being a species of ordinary share, this share affords him no
material economic rights - no right to dividends and only to a distribution of capital of
£1 on a winding up. However, the holder of the A ordinary share has rights to veto the
removal of a director, block the appointment of any other director, and to block any
resolution for the winding-up of the Company.
4. Koza Altin is reserving the right to challenge whether the A ordinary share was
properly issued, but, for the purposes of the Application and the Petition, it is
common ground that I should proceed on the basis that it was properly issued.
5. Koza Altin and Mr Ipek have been locked in a battle over the control of Koza Ltd
since 2016 that has so far generated 25 applications to court, 17 hearings in the High
Court, 4 hearings in the Court of Appeal, and a trip to the Supreme Court.
6. Pending resolution, the court, through a series of interim injunctions, the content of
which has changed over time and which the parties refer to as the “Interim Regime”,
has imposed restrictions on Koza Altin’s purporting to pass any resolutions that would
require the consent of the holder of the A ordinary share and strict limits on spending
and the alienation of assets by the Company.
7. Koza Altin argues that, notwithstanding the Interim Regime, Mr Ipek has been
causing Koza Ltd to spend its money at what it considers to be an alarming rate and
has already caused Koza to spend the vast majority of its liquid assets.
8. In short, Koza Altin argues that there are irreconcilable differences between it (the
economic owner of Koza Ltd) and Mr Ipek as the entrenched director of the
Company; these appear to be set to continue; and it is just and equitable to wind up
the Company so as to bring to an end an intolerable position whereby it considers that
the Company is not being managed in the interests of its economic owner and it can
do nothing about it other than petition for a winding up.
9. Mr Ipek argues that a winding up is not justified: what Koza Altin describes as an
“intolerable position” is merely the way that the Company’s constitution operates;
where there have been disputes these either have arisen from the Interim Regime
1
Approved Judgment
Mr Justice Thompsell Re Koza Ltd
(which will come to an end) or through Koza Altin passing resolutions that are
unlawful and/or against the interests of the Company. Mr Ipek argues further that he
has offered as an alternative to winding up a credible offer to purchase the shares held
by Koza Altin and this has been unreasonably refused; that the winding-up is not
being made for a proper purpose and that Koza Altin comes to court with unclean
hands and, that in any case, a winding-up petition on the just and equitable grounds is
not something that should be dealt with through a summary process but which should
be undertaken on the basis of evidence tested properly through a full trial.
2. BACKGROUND
(a) Parties
10. Koza Ltd is an English company, incorporated in 2014 and capitalised with £60m
from Koza Altin, which became (and remains) its 100% ordinary shareholder. At the
time of its incorporation, Mr Ipek and members of his family were directors of, and
controlled, Koza Altin.
11. Koza Ltd’s sole director is Mr Ipek. Mr Ipek, the Second Defendant, is a businessman
of Turkish origin and was, until 26 October 2015, the chairman of Koza-Ipek
Holdings AS, which was then the ultimate parent company of the private shares in the
Koza group of companies (the “Koza Group”), of which Koza Altin formed a part.
He now lives in the United Kingdom, and has not returned to Turkey since 2015,
where there is a warrant for his arrest.
12. Koza Altin is a Turkish public company, incorporated in 1989. It is engaged in the
business of gold mining (although none of its investments are in goldmines that are as
yet operational). Around 30% of its shares are traded on the Istanbul Stock Exchange
but, taking into account both direct and indirect shareholdings, as far as economic
interests go, it is majority publicly owned. However, as far as control goes, it may be
regarded as being controlled by organs of the Turkish state. The privately held shares
in Koza Altin are all owned, directly or indirectly, by the Turkish Wealth Fund (the
“TWF”).
(b) The confiscation of shares in Koza Altin
13. An important part of the background is that Koza Altin was originally a company
created by and in the control of Mr Ipek or his family and family companies. It
remained so controlled up until 26 October 2015. On this date a Turkish criminal
judge appointed various individuals as “trustees” of various Koza Group companies
including Koza Altin in the context of a criminal investigation based upon an alleged
affiliation between Mr Ipek and an organisation that the Turkish state has ruled to be a
terrorist organisation.
14. Mr Ipek challenged that decision before the Turkish Constitutional Court (the
“TCC”) and made applications to the European Court of Human Rights (the
“ECtHR”) in respect of it. Those challenges and applications were rejected: see Koza
Ltd v Koza Altin [2022] EWCA Civ 1284 at [5]-[6].
15. On 1 September 2016 a statutory decree enabled the powers of “trustees”, such as
those appointed to Koza Altin, to be transferred to another state-owned institution,
1
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