Citadel Securities (Europe) Limited & Anor v Leonard Lancia & Anor

1. MR JUSTICE PICKEN: This is the return date in respect of a world-wide freezing order which was granted by Bright J on 12 February 2026. The purpose of this return date, at least as then contemplated, was that Mr Lancia, the Defendant, would be able to assemble evidence to put before the court today, to make good on his open offer to provide, in effect, security for the monies which, at that stage, were subject to an award but which now, in the meantime Dias J having made an order on the papers, are the subject of a judgment.

2. In the event, for reasons which I need not explore in this brief ruling, there is no evidence before the court of the sort that was contemplated when Bright J made his order. Accordingly, the parties have, sensibly, put before me a consent order which sets out a timetable by which such evidence ought to be available to the court for a further hearing, a further return date, scheduled to take place on 20 May 2026.

3. The parties have, equally sensibly, managed to agree amendments to the world-wide freezing order made by Bright J in the terms of a tracked version of that order which has been put before me.

4. There is, however, no agreement in relation to certain assets concerned with schedule B to that order, namely the undertakings given to the court by the Claimants (or applicants as they were before Bright J for the world-wide freezing order). It is to those areas of disagreement that I now have regard.

5. The first of those areas and, therefore, the subject of this ruling, concerns the Claimants’ invitation to the court to have removed the first undertaking set out in schedule B, which reads in the entirely standard form as follows: "If the court later finds that this order has caused loss to the respondent and decides that the respondent should be compensated for that loss, the applicants will comply with any order the court may make."

6. Mr Ramsden KC submits that, the award having now been converted into a judgment of the court, the situation has somewhat changed. The more so, he submits, given that Mr Lancia has continued to fail to pay the underlying debt to the Claimants yet, at the same time asserts, as evidenced by his offer of security, that he is more than "good for the money". I use that language in fairly loose terms, but the essence of the point is that.

7. In this respect, Mr Ramsden has drawn my attention to a decision of Marcus Smith J, namely VB Football Assets v Blackpool Football Club (Properties) Ltd [2017] EWHC 2767 (Ch), which was a post-judgment decision dealing with a range of matters, including the question of freezing order relief. Specifically, and without setting out the details in a particular way, Mr Ramsden highlights how at [35(ii)(d)], Marcus Smith J had the following to say concerning a similar undertaking to that currently forming the terms of the world-wide freezing order made by Bright J: "In circumstances where the payment of the judgment debt to the petitioner is an obligation on the respondents that they have not complied with, and appear to be making no effort to comply with it, where the respondents had asserted the existence of assets sufficient to discharge that debt. The fact the freezing order exists and continues, is a matter of the respondent's own conduct. Any difficulties occasioned by the freezing order, and I accept that these will exist, are for the respondent's own account."

8. Mr Ramsden submits that the situation is similar here. I do not, however, accept that submission. On the contrary, I agree with Mr Summers, who appears before me on behalf of Mr Lancia, when he draws attention to the consent order to which I have myself referred, and the timetable set out in that consent order designed to enable Mr Lancia to come before the court at a further return date on 20 May 2026 with evidence of the sort that was contemplated on 12 February 2026, namely concerning the value of the shareholding in Portofino Topco.

9. It seems to me that the situation is materially, therefore, different to the VB Football Assets case. It is not the position that there has been no effort to comply with the world-wide freezing order obtained before Bright J. On the contrary, the timetable contained within that consent order to which I have referred seems to me to demonstrate an effort, when aligned with the open offer of security that that timetable is directed towards.

10. Nor does it seem to me that this is a question of choice. Mr Ramsden submits that it would be open to Mr Lancia to sell a proportion of his shareholding and, therefore, to discharge the judgment debt that way. I acknowledge that, of course, it would be open to Mr Lancia to do that, but, in circumstances where Mr Lancia has offered, instead, the security that he has and to repeat the timetable which has now been put in place, to enable that security offer to be properly evaluated, it seems to me that this is a case that is some distance away from the VB Football Assets position.

11. The decision I, therefore, make is that the first recital should remain. Plainly, at the further return date or if circumstances change in the meantime, materially that is, it would be open to the Claimants to invite the court to revisit the issue. That will be because the situation will be materially different to the one which is currently prevailing. However, for the present, the cross-undertaking should remain.

12. The second aspect I now need to address concerns a matter raised by Mr Higginson on behalf of the Third Parties, specifically a concern that one of the exchanges on which they are engaged, Crypto.com, remains blocked as a result of Crypto.com having been sent the freezing order made by Bright J. Mr Higginson has explained that three others, including most recently, indeed, as recently as late last night, OKX have been unblocked. Mr Higginson invites the court, in the circumstances, to require the Claimants to write to Crypto.com, the remaining blocked exchange, effectively instructing Crypto.com to lift the block.

13. In that respect, Mr Higginson draws the court's attention to the terms of an email sent by Astraea Group on 3 March 2026, to another of the exchanges, now unblocked, namely Gate. In that email, various matters are addressed, responding to an email from Gate of 3 March and, more particularly and substantively, an email of 2 March, in which a series of questions were posed by Gate to Astraea, the email of 3 March from Astraea ending in these terms: "Please, therefore, confirm that the restrictions placed on the accounts of Portofino Technology Singapore Private Banking and Portofino Technologies Global Limited have been lifted in full, to enable those companies to carry on their ordinary course of business without further interruption." That, therefore, was a direct request for confirmation that the exchange would be unblocked and, indeed, that is what happened.

14. In the case of OKX, an email was sent by Astraea late last night in similar terms to the email that had been sent to Gate on 3 March, but materially different in that it did not ask for confirmation that the exchange blocking should be lifted. Rather, the email once again drew attention to the terms of the world-wide freezing order, and ended by saying: "For the avoidance of doubt, nothing in the WFO imposes any restrictions on Portofino BVI, insofar as its ordinary and proper business activities are concerned." The response to that email was pretty much immediate, and the OKX exchange has been unblocked. An email was sent just a few minutes before the one to OKX to Crypto.com in the same terms and, therefore, not in the terms that had been sent to Gate.com, as I have previously quoted.

15. To reiterate, it is Mr Higginson's submission that, in the circumstances, an email should now be sent by the claimants or their solicitors to Crypto.com, in terms which reflect the wording of the email to Gate.

16. I am not persuaded that it would be appropriate for the court to require that an email should be sent in those terms, for this reason. The email on 3 March was, as I have indicated, in response to the email from Gate dated 2 March, in which a series of requests for confirmation were sought from Astraea Group. Those requests, in effect, indicated the concerns that Gate had about the freezing order. In relation to Crypto.com, there has been no equivalent email, and no description by Crypto.com of the concerns they have in relation to the freezing order. In those circumstances, it is right for Mr Ramsden to make the point, echoing what was stated in a letter from Astraea Group to Mr Higginson dated yesterday as follows: "As per our letter of 10 March to you, Crypto.com did not notify us that they had placed restrictions on assets in the name of Portofino BVI, or even that they held any relevant assets at all. The first time we became aware of this was via your email of 9 March. If a restriction persists, that is presumably because Crypto.com has independently determined, on the basis of the information available to it, which is not available to us, that it holds assets which are indeed responsive to the WFO. Notwithstanding Mr McGrane's evidence, we are not in a position to go behind that assessment. Again, why you assert that Crypto.com requires specific confirmation from us that the account may be released, we have received no such request from Crypto.com, nor have you produced any such request from Crypto.com. Without prejudice to the aforegoing, our clients wish to continue to act in a cooperative and pragmatic manner, consistently with their duties to the court. We have, therefore, been instructed to write to Crypto.com, setting out the clarifying responses. We shall make it clear, if any clarification is necessary, that Mr Lancia is the respondent to the WFO, not Portofino Group entities. Ultimately, however, determining whether the assets they have identified are responsive to the WFO remains a decision for Crypto.com." It was in the wake of that letter that the email to Crypto.com, to which I have previously referred, was sent.

17. It seems to me that there is validity in the point made in that letter that there is, therefore, a distinction between Crypto.com's stance, which is one of silence but inactivity in the sense of the blocking remains in place, and that of Gate.com where specific questions were raised and were then dealt with by Astraea Group. Putting matters shortly, if the instruction were to be given as sought by Mr Higginson, and yet the operative part of a freezing order, namely paragraph 6, is properly applicable then to instruct Crypto.com to lift the exchange block would amount, in effect, to the Claimants shooting themselves in their own foot. That cannot be an appropriate thing to require the Claimants to do.

18. Just in passing, Mr Higginson has trailed a criticism which he indicates he is likely to return to at a later stage, concerning Astraea Group's dissemination of the freezing order. In this respect, he has taken me, by way of example, to a letter from Astraea Group dated 13 February 2026 to Foris Dax UK Limited, which, under the heading "Scope and effect of the amended freezing order", set out in paragraph 4 wording which mirrors almost precisely (the only difference being a change of the reference to "the respondent" so that it reads "Mr Lancia") the terms of paragraph 6 of the freezing order. As I put to Mr Higginson and he, ultimately, accepted, it is hardly surprising that paragraph 4 of the letter should be in the terms that it was. Indeed, were an attempt by Astraea Group to gloss the wording contained in paragraph 6 of the freezing order to have been attempted, then there, no doubt, would have been criticism, and rightly so.

19. Mr Higginson, nonetheless, submits that a third party should be regarded as being in a somewhat different position to a respondent to a freezing order, in the sense that the third party, having done as it were nothing wrong at all, even arguably so, is nonetheless faced with the order and has to react accordingly, but will not, necessarily, have the legal sophistication to know how to react. The difficulty with that submission, however, and without pre-empting any later submissions directed to the steps taken by Astraea Group on behalf of the Claimants in due course, is that all that Astraea Group did was to send the order and to give a description as to what it says. I struggle, at this stage at least, to see what more could have been done or should have been done.

20. As to the legal advice point, it is worth noting that in paragraph 11 of the example letter, to which I have been taken, this was stated: "You may wish to take independent advice from an English qualified lawyer on the full meaning and effect of the WFO." There is Astraea Group, rightly, drawing the attention of the recipient third party to the ability to seek legal advice. It is not for Astraea Group, at least in that type of letter, itself to be tendering such advice to the third party. Moreover, paragraph 12 then goes on in these terms: "Please acknowledge receipt of this letter and the enclosed order in writing to us by return. Should you have any question regarding the above, please contact [email protected] of this firm." Again, this would seem to me to be an entirely appropriate thing for Astraea Group to be saying. Indeed, it is, no doubt, because of that type of invitation that Gate came to send their email of 3 March, with the requests for confirmation that were there made.

21. I ask myself, therefore, what can, appropriately, now be done - given that it would not be right to require the Claimants to write to Crypto.com, requiring the block to be lifted. I bear in mind that the email to Crypto.com was sent late last night and that Crypto.com are, apparently, based in this jurisdiction. There is, therefore, still time for Crypto.com to respond. Nonetheless, in contrast to OKX, they have not yet done so, and it seems to me, in those circumstances, that it would be sensible for Astraea Group now to write to Crypto.com, following on from the email of last night, in the terms which I floated during the terms of submissions - namely to include a reminder that the freezing order only responds to assets which are covered by its terms, and asking that if that is not the position, then the block should be lifted, inviting Crypto.com to raise any particular questions or requests for information they might have with Astraea Group in short order, with a deadline, albeit ultimately it will be for Crypto.com to decide how to react, by 4.00 pm today, or such like. Epiq Europe Ltd hereby certify that the above is an accurate and complete record of the proceedings or part thereof. Lower Ground, 46 Chancery Lane, London WC2A 1JE Email: [email protected]