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

The A ordinary share

Koza Altin disputes that Mr Ipek’s A ordinary share has been validly issued, but all parties agree that the court should conduct this hearing on the assumption that it has been.

Assuming that Mr Ipek’s A ordinary share has been validly issued, Mr Ipek has a veto over (amongst other things) changes to the composition of the board of Koza Ltd.

Originally two class A ordinary shares were created and issued (or purportedly created and issued) on 11 September 2015. This was done at a time when Mr Ipek or his family still had effective control of Koza Altin and was undertaken with the intent of entrenching Mr Ipek’s control of Koza Ltd at management level. One of those shares has since been surrendered to Koza Ltd, leaving Mr Ipek as the sole holder of an A ordinary share.

Article 3 of the Company’s articles of association provides that the holders of the A ordinary shares have no right to income, no right to a distribution on a winding up (other than the return of the £1 paid up on each A ordinary share) and no voting rights. The only significant advantage that is afforded to a holder of an A ordinary share is that provided by article 26 of the Company’s articles of association (“Article 26”).

Article 26 provides as follows:

“26.1

Each shareholder shall exercise all voting rights and powers of control available to him in relation to the Company to procure that, save with A Shareholder Consent, the Company shall not effect any of the following matters

(a)

Permit or cause to be proposed any amendment to the Articles,

(b)

Permit the appointment of removal of any person as director of the Company, or

(c)

Permit the Company to take any step to place the Company into administration or receivership or wind up the Company (save where it is insolvent within the meaning of section 123 of the Insolvency Act 1986)

26.2

As a separate obligation, severable from the obligations in clause [sic] 26.1, the Company agrees that, save with A Shareholder Consent, the Company shall not effect any of the matters referred to in subparagraphs (a) to (c) of Article 26.1 above.”

An “A Shareholder Consent” is defined as “the prior, signed written consent of each A Shareholder”. The phrase “A Shareholders” is defined as “the holders from time to time of A ordinary shares”.

There is however no exclusion (or purported exclusion) of the right of Koza Altin to petition the court for winding up on the just and equitable ground.