Claim No: CR-2024-004856 - [2025] EWHC 2304 (Ch)
Fecha: 10-Sep-2025
BACKGROUND Parties
BACKGROUND
Parties
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.
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.
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”).
- Heading
- Introduction 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 defe
- BACKGROUND Parties
- The confiscation of shares in Koza Altin
- The A ordinary share
- The ordinary shareholders’ Article 4 rights
- The 2016 and 2021 Proceedings
- The Interim Regime
- Disputes over the business of Koza Ltd
- SUMMARY OF KOZA ALTIN’S GROUNDS FOR WINDING UP
- LEGAL PRINCIPLES: SUMMARY JUDGMENT
- LEGAL PRINCIPLES: JUST AND EQUITABLE WINDING-UP
- ARE THERE GROUNDS FOR JUST AND EQUITABLE WINDING-UP?
- IS KOZA ALTIN THE 100% ECONOMIC OWNER?
- The dividend yield basis
- The share of net asset basis
- The value of the right to extract value
- Nuisance value
- My conclusions on the report
- DOES KOZA ALTIN HAVE NO CONTROL? The position up to the hearing
- The position following the undertaking given in the course of the hearing
- UNREASONABLE REFUSAL OF AN ALTERNATIVE
- COLLATERAL PURPOSE
- UNCLEAN HANDS
- STRIKE-OUT APPLICATIONS
- Conclusions