Koza Ltd, Re

Facts

Türk Altin İşletmeleri A.Ş., a Turkish public company controlled by organs of the Turkish state, owns 100% of the ordinary shares in Koza Ltd, an English company capitalised with £60m. Mr Hamdi Akin Ipek, the sole director, holds the one remaining A ordinary share. It carries no economic rights beyond a £1 return of capital, but gives him a veto over the removal or appointment of directors, amendments to the articles and any winding up. The parties have litigated over control since 2016, and the court has imposed an Interim Regime restricting Koza's spending. Türk Altin presented a petition on 14 August 2024 to wind Koza up on the just and equitable ground under section 122(1)(g) of the Insolvency Act 1986. On 10 September 2025, in the First SJA Judgment ([2025] EWHC 2304), Thompsell J dismissed its summary judgment application. He did so because Mr Ipek had undertaken not to challenge the authority of its directors, so that special resolutions under article 4 of the Model Articles in Schedule 1 to the Companies (Model Articles) Regulations 2008 might break the deadlock. He gave liberty to apply again. Türk Altin then passed further resolutions, which Mr Ipek largely refused to implement. It applied for summary judgment or strike out (the Second SJ Application) and, failing that, for injunctions compelling compliance (the Part 8 Claim). Mr Ipek applied for permission to serve out an unfair prejudice petition.