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

Fecha: 10-Sep-2025

SUMMARY OF KOZA ALTIN’S GROUNDS FOR WINDING UP

SUMMARY OF KOZA ALTIN’S GROUNDS FOR WINDING UP

55.

In summary, Koza Altin’s position is that a winding up of Koza Ltd is justified on the following grounds and that each of these grounds can be established to the standard required for summary judgment:

Koza Altin is the 100% economic owner of Koza Ltd (and will remain so irrespective of the outcome of the 2016 Proceedings) but has been locked out of the Company’s affairs for nearly nine years now, and will remain so in the absence of yet further litigation if the Company is not wound up.

ii)

Koza Altin and Mr Ipek have been unable to agree on the management of the affairs of Koza Ltd, as evidenced by the need for and disputes over the Interim Regime and the continued disagreement about the propriety of the depletion of Koza Ltd’s funds and the future planned depletion of them.

iii)

Mr Ipek has refused to comply with special resolutions passed by Koza Altin in its capacity as sole voting shareholder. Koza Altin and Mr Ipek are now totally unable to agree on the future of Koza Ltd. Koza Altin wants to realise its investment in Koza Ltd. Mr Ipek wants Koza Ltd to continue to pursue all of its projects.

iv)

Far from the impasse being (as Mr Ipek has claimed) simply a result of Koza Ltd’s corporate constitution, it is in fact reflective of Mr Ipek’s failure to comply with the corporate constitution.

The continued antagonism between the parties means that they are irreconcilably opposed to one another and there is no prospect of rapprochement.

56.

The Claimants also argue that there is urgency to resolve the position before Koza Ltd runs out of money. Koza Ltd was capitalised with £60m and had cash reserves of around £67m as at the end of 2016, but as at the end of January 2025 it had just over £7m in liquid funds. This expenditure has failed to generate any income from its mining projects which remain a long way from fruition and will require substantial further capital to be brought to fruition.

57.

These grounds are challenged by Mr Ipek and are discussed further below, but first I will put the discussion in the context of the relevant legal principles.