Re Yenidje Tobacco

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.