Claim No: CR-2024-004856 - [2025] EWHC 2304 (Ch)

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 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”).

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”).

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.

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.

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.

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.

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.

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.

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 (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.