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

The confiscation of shares in Koza Altin

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.

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].

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, Tasarruf Mevduati Sigorta Fonu (the “TMSF”). The powers were subsequently so transferred, and the TMSF has subsequently exercised those powers, including by making its own appointments to the board of Koza Altin: (see the same case at [17]-[18]).

On 9 June 2017 an indictment was issued against Mr Ipek and others. No charges have been established against Mr Ipek, but nor could they be, since he cannot be tried unless he is within the Turkish jurisdiction and he has been outside that jurisdiction since the charges were brought.

On 9 August 2017, the Government of Turkey issued a certified extradition request for Mr Ipek to stand trial for various crimes relating to his alleged involvement with the Gülenist movement, including in relation to funding and/or donations to legitimate charitable and educational institutions wrongly alleged to be connected to an armed terrorist organisation. The alleged offences for which extradition was sought also included attempting to abolish the Government and establishing and leading an armed terrorist organisation.

I should add that Mr Ipek strongly denies any criminal activity, and considers that he is being unjustly persecuted as a result of his known opposition to the current government in Turkey.

On 28 November 2018, District Judge Zani sitting in the Westminster Magistrates Court refused the extradition request, ruling that the decision to prosecute Mr Ipek was politically motivated by reason of his actual or perceived political views as an alleged member and supporter of the Gülenist movement, and further that he was exposed to a real risk of breach of Article 3 of the European Convention on Human Rights (“ECHR”) (which prohibits torture and inhuman or degrading treatment) if he were to be extradited to Turkey.

The Government of Turkey was refused permission to appeal this decision by Supperstone J on 5 March 2019. The Government of Turkey renewed its application for permission to appeal, and this again has been refused (by Laing J, as she then was) on 9 April 2019.

On 9 January 2020, as Mr Ipek and certain other subjects of the criminal proceedings had not been apprehended and could not be tried in absentia, the proceedings against them were separated and assigned a new case number. An order was made continuing the “trusteeship” regime pending their apprehension and trial.

On 14 April 2023 the Turkish Court of Cassation ordered that the Koza Group companies should be confiscated, without prejudice to the rights of bona fide shareholders and third parties. The meaning of this order is somewhat unclear to me – I do not understand how a company can be confiscated without all of the shares in the company being confiscated. Nevertheless, it appears that the result is that all the non-publicly traded shares in the Koza Group (including Koza Altin) were transferred to the Turkish Ministry of Treasury and Finance.

Mr Ipek and others have brought applications in respect of the Court of Cassation's decision to the TCC, and those applications remain outstanding.

On 19 August 2024 a Turkish Presidential decree issued by President Erdoğan (the “Presidential Decree”) ordered the transfer of the privately held shares in the Koza Group (including Koza Altin) to the TWF, and they were so transferred.

Whilst Mr Ipek may consider he still has grounds for overturning the judgments and orders referred to above, I think he accepts that they are currently in effect.

Mr Ipek has been reserving a right to contend that some or all of such judgments are not capable of recognition in England and Wales (and that accordingly the directors purporting to represent Koza Altin are not validly appointed) but has agreed not to take such points for the purposes of this Petition. During the course of the hearing of the Application he went further, as I will discuss.

As mentioned above, there are outstanding applications against the confiscation decision to the TCC. Mr Ipek has also intimated an intention to make applications to the ECtHR if those applications fail. The parties disagree about whether it is even possible for Mr Ipek and his family to regain control of the Koza Group, even if those applications succeed. Mr Gezgin, Koza Altin’s expert in relation to Turkish law has provided an opinion that this is not possible in light of the Presidential Decree. Dr Ozbey, Mr Ipek’s expert on Turkish law, disagrees.

Koza Altin argues that in any event, Mr Ipek’s applications, and any consequent retrial process, may take over a decade to play out, during which time Koza Altin would remain out of the control of the Ipek family. Indeed, given Mr Ipek’s status as a fugitive, and the inherent unlikelihood of him returning to Turkey to face trial, it is likely that the Koza Group of companies would remain out of the control of the Ipek family indefinitely, even if the applications relating to the confiscation succeeded and even if it were theoretically possible to return ownership to the former owners.

Koza Altin does not consider that its own ownership or control is relevant to this Petition or this application. I agree. Mr Ipek has accepted that Koza Altin’s current directors have the authority to cause it to present and prosecute this Petition. I agree with Koza Altin’s submission that there is no need or warrant to seek to look behind that authority, or speculate about what may or may not be in Koza Altin’s best interests according to others (such as Mr Ipek), or who may or may not control the company years from now.