This is an application to discharge or vary a freezing order on grounds of material change of circumstances.

On 9 October 2025 Constable J granted a freezing order against the Defendants at a without notice hearing (“the Freezing Order”). Following a contested return date hearing on 12 November 2025 (“the Return Date”), Cotter J continued the Freezing Order. His reasons were explained in a reserved judgment handed down on 27 November 2025: [2025] EWHC 3137 (KB) (“the Cotter Judgment”).

The background is set out in the Cotter Judgment at paragraphs 2 to 54. The history of the proceedings prior to 27 November 2025 is summarised at paragraphs 54-56. I gratefully adopt Cotter J’s summaries and need not repeat them. I also adopt the defined terms used in the Cotter Judgment.

The dispute between the parties concerns the sale of and purchase of explosives. Tripwire’s claim is for breach of contract, deceit (in the alternative negligent misrepresentation), unjust enrichment, tortious interference and unlawful means conspiracy. The claim primarily concerns three specific transactions, referred to as the Global Deal, the MOD Deal, and the Orica Deal.

The Freezing Order freezes each of the Defendants assets in England and Wales up to a limit of $25 million. Paragraph 9 contains standard provisions (as per the model form) which provided that the order does not prohibit the Defendants from:

As set out at paragraphs 59-63 of the Cotter Judgment, the Freezing Order was considered by the Court on several occasions between 9 October and 12 November 2025. Since then, there have been further hearings:

The current application was issued on 27 March 2026. It came before Foster J on 31 March, who adjourned it to 16 April 2026, with directions for the filing of further evidence.

The Defendants’ Defence and Counterclaim was served on 15 April 2026, the day before the hearing before me. I read it in preparation for the hearing, as I indicated at the outset of the hearing. Neither party made any submission turning on the detail of the content of the Defence and Counterclaim, and I was not taken to any specific passages of it.

There was no dispute between the parties as to the applicable principles for the grant of a freezing order. The Cotter Judgment summarises the general principles at paragraphs 72-76. The three limbs of the test for a freezing order are: (i) is there a serious issue to be tried? (ii) is there a real risk of dissipation? (iii) what is just and convenient? (I adopt this summary formulation from the Defendants’ Skeleton Argument, paragraph 55).

As to whether an injunction is just in all the circumstances, Henshaw J said the following in Arcelormittal USA v LLC v Ruias [2020] EWHC 740 (Comm) at paragraph 230:

It is, in any event, necessary when contemplating a freezing order (as with any injunction) to consider whether it would in all the circumstances be just to impose it. This stage of the process involves taking account of the strength of the case on the merits and the risk of dissipation of assets, but also the circumstances as a whole and where the balance of justice lies. There is no exhaustive list of factors to be taken into account. Some factors often likely to be relevant are mentioned in Gee on Commercial Injunctions (6th ed) at § 12-042: the balance of prejudice between the parties; whether an order would interfere unacceptably with the interests of third parties; or whether an injunction might destroy the defendant’s business.

I was also referred to paragraphs 243-248 of Henshaw J’s judgment regarding the impact of a freezing order on the rights of third parties. The Court should not lightly grant equitable relief in favour of one party which has the effect of disturbing the status quo to the prejudice of an innocent and unconnected third party.

The Defendants also rely on Freedman J’s decision in Les Ambassadeurs Club Ltd. v Albluewi [2020] EWHC 1313 (QB), where he said (at paragraphs 62-63):

62.

A freezing injunction involves “a draconian interference with the rights of businessmen or corporate entities to deal with their personal or business assets. Both also carry a reputational stigma”: per Gloster LJ in Holyoake v Candy [2018] Ch 297 at 348 at [36 (ii)]. Returning to the judgment of Carr J in Tugushev v Orlov above, a cautious approach is appropriate before deployment of one of the court’s nuclear weapons. That is true in respect of all freezing injunction applications and it has a particular application in respect of a WFO.

63.

It therefore follows that the Court will consider carefully whether it is just and convenient to grant the relief. As is reflected in Gee on Commercial Injunctions 6th Ed. at paragraph 12-042, “The court should be satisfied before granting the relief that the likely effect of the injunction will be to promote the doing of justice overall, and not to work unfairly or oppressively. This means taking into account the interests of both parties and the likely effects of an injunction on the defendant.”

These principles are well known, and there is no suggestion that Cotter J did not have them in mind. He expressly referred to the drastic nature of one of the law’s “nuclear weapons” at paragraph 74. I bear these principles in mind in considering whether a material change of circumstances would make it just in all the circumstances to discharge or vary the Freezing Order.

It is common ground that in order to succeed, the Defendants need to show a material change of circumstances. The Defendants say eight matters (individually or collectively) amount to a material change in circumstances.

The well-established principle was stated by the Court of Appeal in Chanel Ltd. v F W Woolworth & Co. Ltd [1981] 1 WLR 485 per Buckley LJ at 492H-493A:

Even in interlocutory matters a party cannot fight over again a battle which has already been fought unless there has been some significant change in circumstances, or the party has become aware of facts which he could not reasonably have known or found out in time for the first encounter.

I was also taken to the summaries of the authorities in the decisions on Jefford J in The Processing Centre Ltd v Pitney Bowes Ltd. [2017] EWHC 3903 (QB) at paragraphs 20-25 and Nugee J (as he then was) in Kea Investments Ltd. v Watson [2020] EWHC 472 (Ch) at paragraphs 48-50 and 61-52.

As to the approach to “material change of circumstances”, Jefford J said this in Pitney Bowes (paragraph 25):

From these authorities it seems to me, firstly, that the court has a discretion to vary an order including an injunction if there has been a material change of circumstances. Secondly, the test as whether a change in circumstances is material is not easily defined. A new argument is not sufficient; nor are facts that could have been adduced on the prior hearing. Thirdly, it seems to me obvious that there must be some causal connection between the circumstances in issue and the injunction granted, and between the change in circumstances and the reasons for varying the injunction, in order for the change to be material. It is not sufficient that a change in circumstance may lead a different judge to reach a different conclusion. Rather, the question I should ask myself is whether the change in circumstance is such that it seems to me either that Slade J would have reached a different conclusion or that it is such that in my judgment the injunction must be varied. In asking myself those questions, I must be wary of falling into the trap of treating this as an appeal against the decision of Slade J, which is a matter for the Court of Appeal.

Mr Cogley KC emphasised the second half of Jefford J’s formulation “either that Slade J would have reached a different conclusion or is such that in my judgment the injunction must be varied.” (my emphasis). However, neither counsel had any clear submission as to what the second part of that phrase adds. I do not interpret that phrase as meaning that the Court has free rein to vary an injunction even if it thinks the earlier judge would have reached the same conclusion. I do not regard Jefford J in her summary to have extended the established principles derived from the cases she cited. That would be at odds with Jefford J’s earlier statement that it is not sufficient that a change in circumstance would have led a different judge to reach a different conclusion; and with her immediately following statement that she must not fall into the trap of treating the application as an appeal against the earlier judge’s decision. As Mr Power KC pointed out, the formulation, in any event, sets the bar high: the change in circumstance is such that the injunction must be varied.

At paragraph 61-62 of Kea, Nugee J cited Jefford J’s judgment and adopted the same approach. In a case where he himself had made the order that was subject of the variation application, he said:

The question therefore is whether if these matters had been deployed before me in the hearing in January/February 2019, I would have made a different decision in relation to the Cottian monies.

Mr Cogley KC submitted in his Skeleton Argument (paragraph 54) that on a discharge application the Court considers the evidence as a whole to decide whether to maintain or discharge the injunction. He cited Ninemia Maritime Corporation v Trave Schiffahrtsgesellschaft [1983] 1 WLR 1412 at 1426.

However, I did not understand Mr Cogley KC to rely on Ninemia as supporting a test for discharge that does not depend on establishing a material change in circumstances. Mr Cogley KC did not challenge the principle set out in Chanel, or the principles summarised by Pitney Bowes.

Ninemia dealt with a very different application to the current application. In that case, the Court of Appeal was considering an appeal against the discharge of a freezing order made by Mustill J. It is important to understand the circumstances of the discharge application. As is clear from the report at page 1416E-F, Mustill J initially made an order at a hearing without notice. Some weeks later, after an inter partes hearing, he discharged the order he had made without notice. The Court was dealing with the principles for grant or continuation of an injunction at what would now be described as an on notice return date. That is clear from 1425H-1426B. A party does not need to show a material change of circumstances to obtain the discharge of an injunction that had been made against them without notice. The case has nothing to say about the discharge of an injunction made after a contested return date. It did not engage with the Chanel principle; nor did it need to.

In his oral submissions, Mr Cogley KC made a more nuanced point, which was that once a material change of circumstances has been shown, that “opens the door” to the Court considering the grant of the injunction afresh.

Even that formulation puts the matter too broadly. As is clear from the passage from Pitney Bowes I have quoted above, it is not enough simply to show that there is a change in circumstances. The change must be material in the sense that there must be a causal connection between the change in circumstances and the reason for varying the injunction. I accept that the Court needs to consider whether it remains just and convenient for the Freezing Order to remain in place. That entails consideration of how the changed circumstances would have affected the balancing exercise carried out by the judge who granted the order. But a change in circumstances does not give carte blanche to reopen and reargue all of the matters addressed by the judge at the earlier hearing.

The Defendants do not rely on a material change of circumstances as to whether there is a serious issue to be tried. They submit that there is no real risk of dissipation of assets. They further submit that the balance of justice weighs heavily against continuation of the Freezing Order.

The Defendants rely on eight circumstances (as summarised in their Skeleton Argument at paragraphs 43-51). They argue that individually or collectively they amount to a material change of circumstances. I summarise the eight matters as follows:

I will consider each of these circumstances in turn before considering their collective effect.

and (2) The Banking Position

The Defendants have three accounts with Barclays. They argue that they have effectively been “debanked” by Barclays and that the situation has been caused by the Freezing Order.

In her first witness statement, Ms Harris, the Defendants’ solicitor, says at paragraph 14 that since the Freezing Order was served Astor has not had access to a properly operational bank account. Access to its funds has been heavily restricted and subject to significantly increased checks, increased delays and an increasing incidence of Barclays not communicating with the Defendants.

Ms Harris then says (first witness statement paragraph 15) that the situation has significantly worsened since the week commencing 23 February 2026. She sets out a sequence of events from 23 February to 27 March (the date of the statement) in which Barclays have failed to respond, promptly or at all, to communications from Astor or from Withers on their behalf, and have made no payments on behalf of Astor, including routine payments. There has been a chain of correspondence in which Barclays have asked for further information on a review of the account. That correspondence is for the most part exhibited to Ms Harris’ third statement and is further described by her at paragraphs 15-26 of that statement.

Lynda Turnbull, a director of Astor, also describes the banking situation in her witness statement (dated 13 April 2026). She says that since the Freezing Order was served, Astor has not had access to a properly operational bank account, with access to its funds being heavily restricted and subject to significantly increased checks and significant delays. I note that the Freezing Order was served shortly after 9 October 2025. She says that the position has significantly worsened since 27 February 2026, since when Barclays have made no payments.

The Defendants’ position is that there has been a complete change in the relationship with Barclays since the injunction was put in place. The banking relationship has broken down; it is oppressive and incompatible with the proper conduct of Astor’s business. The current position is untenable and the difficulties, the Defendants say, are entirely caused by the injunction. As Mr Cogley KC put it, the Defendants have been “practically debanked”. He submitted that it was to be inferred that Barclays were preparing to debank the Defendants. In any event, he says that the relationship with Barclays is unsustainable and that any reasonable customer would change banks; but the Defendants are unable to do so (for reasons I will address below).

At the beginning of the hearing on 16 April Mr Cogley KC informed me that Barclays had, on 15 April, made payments (or made arrangements to pay) including payroll, payment to HMRC and payment of Withers’ bills.

As is clear from the Defendants’ own evidence, they say that they have not had a properly functioning bank account since October 2025. As Tripwire point out, the fact that the injunction was causing difficulties and delay in the processing of payments by Barclays was relied on by the Defendants at the Return Date in support of their case that the Freezing Order should not be continued. Mr Turnbull said (paragraph 49 of his third witness statement) that the impact of an order on Astor’s ability to make payments would be such that he did not think his business would survive in the medium term. Cotter J clearly had the practical impact of a freezing order, and in particular the risk of disruption to the banking relationship, clearly in mind. At paragraph 165 he said (my emphasis added):

I have considered and weighed up all relevant factors and the extent that they are supported by evidence before the Court. As I have already stated given the huge impact of a freezing injunction all issues, including the issue of whether it is just and convenient to make the order required, and have received, anxious scrutiny. I am satisfied that the order has had a substantial impact on Astor’s ability to conduct business; freezing injunctions almost inevitably have such an effect and I have considered the extent of the evidence as to the degree of intrusion. I have also borne in mind, and weighed into the analysis, the relationship between the sums involved in the relevant contracts involving Astor and the sum fortifying the undertaking given by Tripwire. Ultimately it is my evaluation of the strength of Tripwire’s claims on the evidence currently before the Court that has tipped the balance in favour of the granting of the order a fortiori when taken against the risk of dissipation. It is just to continue the order; the likely effects of the order will be to promote justice overall.

The questions to consider on this application are (a) whether the banking situation since 23 February 2026 is such that it is outside what was contemplated by Cotter J; (b) whether the disruption to banking has been caused by the injunction; and (c) whether there is a material change of circumstances such that the order should be discharged or varied.

The Defendants say that the situation has deteriorated since 23 February 2026 and the trigger was the sale of a yacht referred to in the Freezing Order. That sale was by agreement with Tripwire, but it is said that the receipt of the proceeds into the Barclays accounts has led to the deterioration of the relationship with Barclays.

On 2 March 2026 Withers wrote to Barclays setting out the problems the Defendants were experiencing and making a number of requests.

On 12 March 2026, Barclays emailed the Defendants stating that the business accounts for Astor were currently under review. They asked for responses to five queries as soon as possible to aid the review. Those queries related to three transactions. Questions were asked as to whether approval had been received from Tripwire in the light of the Freezing Order.

On the same day, Barclays wrote to Withers. They stated that:

in accordance with Barclays’ legal and regulatory obligations, the Astor International accounts held with the bank are currently subject to internal review. We are presently unable to process payment requests.

They referred to the email asking Astor for information (as I describe in the previous paragraph). They then said:

As an ancillary matter, we note that your client has repeatedly failed to engage with requests for information as part of the periodic review process conducted by Business Bank, initiated in December 2025. Business Bank is required to complete these reviews at periodic intervals in accordance with Barclays’ due diligence obligations. On 17 December 2025, the relevant customer representative for Astor International was warned that failure to provide the requested information could lead to an inability on the part of Barclays to continue the relationship.

The Defendants responded to the December questions on 17 March 2026. Much of the response has been redacted in the version of the document put in evidence.

On 18 March 2026, Barclays wrote to Withers again. They acknowledged that answers had been received in relation to the yacht sale. Under the heading “Your Client’s Lack of Engagement with Barclays’ Enquiries” they referred again to the periodic review commenced in December 2025. They stated that the review was unrelated to the Freezing Order. They recorded that a representative of Barclays spoke to Lynda Turnbull on 8 December 2025 and an email was sent later that day asking a series of questions about Astor’s business, licence arrangements and key transactions.

6.Despite numerous subsequent outreach attempts by Barclays, your client did not respond to these queries. Your client was informed on 17 December 2025 that a potential consequence of not providing the requested information would be that Barclays could not continue the customer relationship. Relevant correspondence is enclosed with this letter.

7.For obvious reasons, failure by customers to engage with routine periodic reviews is a cause of concern for Barclays, and it makes it difficult for the Bank to ensure compliance with its legal and regulatory obligations.

Paragraph 8 then repeats the queries raised on 8 December 2025; there are seven. Paragraph 9 goes on to ask a further nine questions. Some queries in paragraphs 8 and 9 relate to specific transactions details of which have been redacted in the evidence, from which I infer that they are transactions not connected with this litigation. Paragraph 9(i) asks not about the sale of the yacht (which had been an issue in the 12 March questions relating to the Freezing Order) but about the earlier purchase of it (which was prior to the litigation commencing and unrelated to the Freezing Order).

Barclays asked for responses by 25 March 2026. They warned that a failure to provide satisfactory responses may make it necessary for Barclays to close the accounts. They stated that they were unable to engage with payment requests until the review is complete. However, they said that a proposed payment to HMRC was under review and said that if there were any additional critical commercial payments the Defendants wished to process, Withers should provide a list by return so that the proposed payments could be reviewed.

I note at this point that the Defendants accept that they did not respond to the queries raised in December 2025. Lynda Turnbull says that it was an oversight on her part.

On the same day, Withers responded to say that the December questions had already been answered, and the Defendants would respond to the remaining queries. They queried why questions were being asked about Mr Turnbull’s personal account.

On 22 March 2026 Withers identified the most urgent critical payments as Corporation Tax, PAYE and payroll. They asked for urgent payment.

Barclays responded on 23 March 2026. In answer to question about Mr Turnbull’s account, they said that the queries were being asked in order to ensure compliance with legal and regulatory obligations, irrespective of whether they pertain to transactions from Astor’s account or Mr Turnbull’s account. Mr Turnbull’s account fell within the scope of the review. They indicated that the critical payments were under review but could not provide a time estimate for decision.

On 23 March 2026 Withers provided further information about the purchase of the yacht and provided answers to the questions in the 18 March letter in respect of Astor (again, some are redacted). They indicated they would take instructions on the queries relating to Mr Turnbull’s personal account and would respond separately as soon as possible. They added to the list of requested critical payments a payment in respect of their fees.

It appears that Withers did not in fact respond in respect of Mr Turnbull’s personal account. Ms Harris says (first statement paragraph 30) “I understand from Mr Turnbull that he responded to the remaining outstanding questions (which pertained to his personal account) on 25 March 2025.” Mr Turnbull’s own witness statement makes no mention of that and neither statement exhibits the response. Given that Ms Harris has exhibited the remainder of the correspondence about the queries (before and after 25 March) this omission is odd, but I will assume that Ms Harris is right in what she says on instruction.

Barclays confirmed that the four proposed payments were under review on 27 March 2026. On 1 April they said they were unable to provide further updates. As I have already indicated, the payments were made on 15 April 2026.

From this history, I draw the following conclusions:

I accept Mr Power KC’s submissions that:

In all the circumstances, I am not satisfied that the issues the Defendant has experienced with Barclays amount to a material change of circumstances. If Cotter J were to have been presented with the evidence I have seen, he would have made the same decision: the issues are either within the scope of the contemplated disruption that would be caused by the Freezing Order or matters unrelated to the Freezing Order and of the Defendant’s own making.

The Defendants argue that as a result of the problems with Barclays, they need a new bank and are unable to obtain one.

Ms Harris says, in her first statement (paragraph 39) that in her experience it is very difficult for respondents to freezing injunctions to set up new banking facilities. At the time the application was issued, there was no indication in the evidence that any steps had been taken by the Defendants to do so.

Ms Harris explains in her third statement (7 April 2026) that she introduced the Defendants to a Mr McEneaney on 11 March 2026. He is a banking and payments consultant. She exhibits an email from him, dated 7 April 2026, in which he says that he approached other banking service providers to see if there was any “potential appetite” for Astor. He says the feedback was negative. He says that while the freezing injunction is in place it will be impossible to obtain any further banking services. He says it is his opinion that Barclays is likely preparing to off-board Astor.

The evidence of difficulties obtaining banking is relatively slender. The height of it is an email from Mr McEneaney dated more than 10 days after the application was issued (and indeed, after the first date for hearing of the application). There is no detail of the efforts made to find banking; nor for that matter is there evidence of steps taken by the Defendants themselves. I do not accept Mr McEneaney’s opinion that publicity about the injunction (as opposed to publicity about the allegations in the proceedings) is what is contributing to any difficulty in finding new bank facilities. Nonetheless, I accept that the existence of the proceedings and the order are likely to make it more difficult to find new banking arrangements. I am not prepared to accept on the evidence available that it will be impossible to do so.

However, for the reasons I have set out above, I am not satisfied that the relationship with Barclays has become untenable. If it has, it is as a result of the Defendants’ own actions.

Further, there is evidence that there are, or were, other existing banking relationships with companies in Astor’s group and with Mr Turnbull. I was not persuaded by Ms Harris’ third statement (paragraphs 28-46) as to why those would not be suitable to assist. I note in particular that Mr Turnbull has closed a Rothschilds account at a time when he complains of being “debanked” by another bank.

Loss of Essential Financing

The Defendants argue that the Freezing Order has prevented the Defendants from accessing and utilising essential financing.

Mr Cogley KC referred to an example of this in respect of Colbeck Capital. It is said that as a result of the Freezing Order the Defendants lost the potential to obtain funding from Colbeck.

The evidence relied on is a single email from Colbeck dated 22 December 2025 it reads:

Given the outstanding freezing order on your bank account we have not been able to fully conduct our financial due diligence. Importantly, our advisors have been unable to analyze historical cash wires which is a part of our overall diligence required. These delays are preventing us from continuing our underwrite of the transaction, which we now understand may be unnecessary given the loss of the second energetics contract.

While this email indicates that the Freezing Order was preventing due diligence from taking place (and therefore preventing financing from completing), it begs a number of questions.

The energetics contract referred to is TNT2 (to which I will refer under (7) below). The last sentence indicates that whatever the due diligence issues, the transaction they were proposing to finance was not going ahead in any event. That it would appear, would be a more compelling reason for the financing not to go ahead, rather than obstacles holding up due diligence.

As the Defendants point out, the Colbeck finance facility was intended to provide the deposit for TNT2. The term sheet for the Colbeck facility was dated 30 October 2025. That was after the Freezing Order was in place: either Colbeck were aware of the order, or the Defendants did not tell them about it. Further, it was some months after the TNT2 deposit was due.

However, the key point is that this is not a new issue. The Defendants case at the Return Date – and indeed at the earlier hearing on 16 October 2025 - was that the Freezing Order would prevent them from financing the deposit for TNT2 (Cotter Judgment paragraphs 151 and 162). The Defendants made no specific mention at those hearings of their discussions with Colbeck (even on an anonymised basis) despite the fact that the Colbeck term sheet had been issued on 30 October and the Return Date was not until 12 November. But Cotter J had the issue of difficulties with funding in mind, based on the Defendants’ submissions. It fed into the balance of his overall assessment at paragraph 165. I have no doubt that had Cotter J been presented with the same evidence that I have now on this issue, his decision would have been the same.

Allegation of Marine Defense Funding of the claim and (5) The Defendants’ counterclaim

The Defendants allege that Tripwire’s pursuit of the litigation, including the provision of fortification, is being funded by Marine Defense.

The Defendants claim they were unaware of this at the time of the Return Date. They say that it is a material change of circumstances as regards Tripwire’s ability to meet the cross-undertaking in damages, and it is a feature of the “weaponisation” of the Freezing Order as the Claimant and Marine Defense seek to compete against Astor. The Claimant has opened an office in London, and Marine Defense have secured an exclusive arrangement with a third party, 83 Mec, having learned that Astor was about to do so.

On 15 April 2026 the Defendants served their Defence and Counterclaim. That includes a Part 20 claim against Marine Defense and a former employee.

As evidence of the arrangement between Tripwire and Marine Defense, the Defendants rely on a witness statement from Mr O’Shaughnessy (13 April 2026), who says that he had a call with Kenny Hassinger (Vice President of Business Development and Operations at Tripwire) on 30 November 2025. He says he was told in that call that “Marine Lumber” were funding Tripwire’s litigation against Astor, and also they were supporting Tripwire in their US litigation against Global.

Marine Defense is part of a group of companies that competes against Astor’s business supplying military packaging. Mr Turnbull was formerly an employee of Marine Lumber. A former employee of Astor, Jack Clark, moved from Astor to Marine Defense in June 2025. Mr Clark is alleged to have misappropriated thousands of confidential documents at the time. That dispute now forms part of the Part 20 claim in these proceedings. Marine Defense, Mr Clark, Tripwire and Mr Morris are alleged to have combined in an unlawful means conspiracy (as pleaded against Marine Defense and Mr Clark) and/or a lawful means conspiracy (as pleaded against Tripwire and Mr Morris) to injure the Defendants. It is not alleged that Marine Defense and Tripwire are part of the same group of companies. They appear to be separate businesses competing, in some respects, with Astor. It appears from Paragraph 89 of the Defence and Counterclaim that the combination between Marine Defense and Tripwire is to be inferred from the alleged fact that Marine Defense is funding Tripwire’s legal claim and that each has an interest in damaging Astor.

Both Tripwire and Marine Defense state that Marine Defense is not funding the claim.

I am unable to resolve the factual dispute as to the funding of the claim. There is no clear evidence that Marine Defense is funding claim. There is no evidence of any commercial relationship between the two companies. The funding allegation rests entirely on an alleged telephone conversation in November 2025. Even if Marine Defense were funding the litigation, I do not regard that as a material change of circumstances. The fact of funding changes nothing as to the merits of the claim, nor as to the risk of injustice.

More generally, the existence of the counterclaim (and part 20 claim against Marine Defense and Mr Clark) is not a material change of circumstances. The Defendants have made a series of allegations that are disputed by Tripwire. The Defence and Counterclaim was only served on 15 April 2026. Tripwire have not yet, obviously, filed a Reply and Defence to Counterclaim. At this stage, I can say no more than there are allegations based on disputed facts that I cannot resolve. I cannot see that the material I have been shown changes the assessment of the merits of Tripwire’s claim. Nor does the existence of the allegations change the assessment of whether it is just and convenient to continue the injunction.

One specific allegation made by the Defendants is that Tripwire and Marine Defense are “weaponizing” the Freezing Order. The allegation appears in the evidence for this application, and in the Defence and Counterclaim. The Defendants rely on an article about the Freezing Order published on the website of a US law firm on 16 January 2026. I have the article. It comments on Cotter J’s judgment. The Defendants point out that the article contains a number of inaccurate and/or unusual statements. I accept that. What I do not accept is that there is any evidence to connect this article to Tripwire or Mr Morris. The Defendants’ case is that the article was published at the behest of Tripwire and/or Marine Defense. However, the basis for this allegation is at best a long and tortuous chain of connections.

I am not satisfied that there is any real evidence to connect this article to Tripwire. The Defendants’ case appears to be that Tripwire and Marine Defense conspired to publish an article about the Freezing Order which would be harmful to the Defendants and that they did so by involving two partners in a US law firm to procure that another of their partners (unconnected to Marine Defense) would write an article that was unfair and inaccurate, so that that article when picked up by legal news aggregators would be publicised more widely to damage the Defendants. The allegation is far-fetched. Even if someone wanted to weaponise the Freezing Order, this would be a tortuous way of doing so. Apart from anything else, as Mr Power KC submitted, the article was published by an attorney with professional obligations. The Defendants’ case theory at its lowest involves the attorney writing an article that they would not otherwise have written in order to assist a client of another attorney in the firm. At its highest, it involves the attorney deliberately writing an inaccurate and misleading article in order to harm the Defendants. Given the attorney’s professional obligations, both scenarios seem highly unlikely and not something I am prepared to assume took place without cogent evidence. In any event, there is no evidence to connect Tripwire to the article.

I also do not regard the alleged fact that Marine Defense has obtained an arrangement with 83 Mec as “weaponisation” of the Freezing Order. Marine Defense is entitled to compete with Astor. Again, there is nothing to connect this to Tripwire.

Joinder of Additional Parties by Tripwire

The Defendants argue that a material change of circumstances is that Tripwire intends to expand these proceedings by joining additional parties, within the Defendants’ corporate group and third parties. The relevance of this, they argue is that such an expansion will make the proceedings lengthier and more costly.

Tripwire has not yet made an application to join additional parties, though they accept that they may do so. Even if they do, this is not a material change of circumstances. In a case based on deceit and unlawful means conspiracy, it is not outside the range of contemplation at the beginning of a claim that further parties may be added as the case develops. I cannot see that the addition of further parties within the Defendants’ corporate group will make a material difference to the cost and timing of the proceedings.

While the joinder of parties may lengthen proceedings to some extent, such a development as proceedings progress was foreseeable at the commencement of the claim. Any lengthening of the claim will not make a significant difference to a claim that was inevitably going to be complex and time consuming, given the allegations brought from the beginning. I note that although the Defendants complain about the length of time that they may be subject to the Freezing Order until trial, they have not themselves proceeded with any speed and have themselves sought to make the claim more complicated. After repeated requests for extensions of time they did not serve their Defence and Counterclaim until 15 April 2026, more than five months after the Particulars of Claim was served. The Part 20 claim seeks to introduce three additional parties: Marine Defense, Jack Clark and Mr Morris.

Loss of the TNT2 Contract

The Defendants argued before Cotter J that there was a real risk that if the Freezing Order was granted they would lose a specific contract with GAET, referred to as TNT2. They now say that they have in fact lost TNT2.

Two questions arise: is that a material change of circumstances? Has the contract in fact been lost? The first of these is the more material question.

The loss of TNT2 features as one of the eight circumstances in the Defendants Skeleton Argument that should lead the Court to discharge the injunction. However, in oral argument I understood Mr Cogley to accept that this factor itself would not justify a discharge, rather that it is relevant to the alternative argument that, if the Freezing Order remains in place, Tripwire should be required to give further fortification of the cross-undertaking in damages.

Cotter J clearly had in mind the risk that TNT2 would be lost if he granted the injunction. He did not discount the risk; he weighed it in the balance. Frequently Courts make interim decisions (and for that matter, final decisions) on an assessment of the risk of future events occurring. The fact that the foreseen event comes to pass is not a material change in circumstances.

Further, if the TNT2 contract is lost, then what is done is done. Whether or not the Freezing Order is discharged will make no difference to that. So, the fact of the loss is not a good reason to discharge the order.

The evidence as to the TNT2 contract is, in any event, surprisingly unsatisfactory.

Ms Harris deals with TNT2 in her first witness statement at paragraphs 42-46. She points out that Mr Turnbull’s evidence at the Return Date was that difficulties in obtaining third party funding caused by the Freezing Order could prevent Astor from obtaining funding for the deposit for TNT2. She says that has come to pass, exhibiting an email from the proposed lender (i.e. the Colbeck email I refer to above).

She says, at paragraph 44, that as a consequence of Astor being unable to meet the deadline for payment of the deposit the TNT2 Contract was terminated by GAET. She then goes on to address the losses said to flow from that termination.

Ms Harris did not exhibit the termination letter to her first witness statement. She exhibits it to her second statement (31 March 2026): a letter dated 2 December 2025.

In her third witness statement (7 April 2026), Ms Harris returns to the cancellation of TNT2 in support of the alternative application for increased fortification of the cross-undertaking. She states again that TNT2 has been terminated. She refers again to the 2 December 2025 letter as terminating the contract. She says the 2 December 2025 letter confirms, among other things, that “as a result of Astor failing to produce the deposits, TNT2 (and 4 remaining energetics contracts with GAET) were terminated”. She also refers to TNT2 in her fourth witness statement (13 April 2026) at paragraph 12(b), but that does no more than summarise the evidence previously given that TNT2 was lost because Astor was unable to obtain third party finance in circumstances where the Freezing Order remained in place.

Mr Turnbull’s sixth witness statement (13 April 2026) deals with TNT2 at paragraphs 32-40.

The effect of the Defendants’ evidence is as follows. First, the only communication or event that is relied on as being a termination of TNT2 is the 2 December 2025 letter. Second, none of the statements give any evidence of any further communication from GAET after 2 December 2025.

Tripwire argues that the 2 December 2025 letter does not terminate TNT2. They are plainly right. The Defendants interpretation of the letter is wrong. Mr Turnbull’s quotations from the letter in his sixth witness statement are highly selective.

The letter concludes with the following:

Once again, we would like to emphasize that the Vietnamese side greatly values the relationship and positive results we have achieved together and remains committed to prioritising the continuation of the signed contracts. However, in order for the cooperation between both sides to continue to develop and achieve even greater success, we must adhere to and fulfil the commitments made by both parties.

We hope that your company will implement specific solutions and actions to fulfil your company’s commitments.

It is plain and obvious that (i) this letter did not terminate TNT2 or TNT1; and (ii) the letter did not provide for either contract to terminate automatically on any given date. GAET were saying that if Astor did not take action to adhere to its commitments it would be compelled to take further measures. The letter was conditional: if satisfactory steps were not taken GAET would take further steps, including termination.

It would not have been at all surprising if GAET had subsequently terminated TNT2. What is surprising is that despite eight witness statements having been filed in support of this application between 27 March 2026 and 20 April 2026, there is no evidence that they took any further step to do so. The Defendant’s evidence is that TNT1 was not terminated; rather Astor reached an agreement with Global that Global would pay GAET directly for it (Turnbull sixth witness statement paragraph 7(e)). Had GAET terminated TNT2 after 2 December 2025, it would have been an easy matter to evidence. But the witness statements avoid giving any evidence as to communications with GAET following 2 December 2025.

I note that the Defence and Counterclaim pleads that TNT2 has terminated but does not specify how. Paragraph 103.2 is opaque (my emphasis added)

as a result of the freezing injunction and/or the misconceived fraud claims, Astor International was unable to access funding that would have enabled it to pay the 10% deposit of USD 30m that was required to be paid to GAET under a contract referred to within Astor as ‘TNT2’. That led to the termination of TNT2, a contract under which the Astor International stood to generate net profits of approximately USD140m.

It is not for me to make findings of fact at this stage. But on the evidence before me I am left with the distinct impression that I am not being told the whole story about TNT2. In any event, for reasons I have already set out, the loss of TNT2 would not be a material change in circumstances for the purpose of the discharge application.

Tripwire’s involvement in other litigation

The Defendants point to the fact that Tripwire is involved in three other significant pieces of litigation, two of which have developed materially since the Return Date. The two pieces of litigation which have developed are said to be as follows.

First, a claim, referred to as the RNR litigation, commenced in December 2025 in the US District Court in Pennsylvania. A company called RNR USA LLC (“RNR”) accuse Tripwire of fraudulently luring them into a contract for the sale of fake EDC-4 explosive and for fraudulently overselling Tripwire’s ability to obtain an export licence for the explosive. This is said to be relevant to the current proceedings because the dispute about the MOD Contract concerns sale by Tripwire to Astor (for onward sale to the MOD) of EDC-4 at around the same time. It is said that makes it unclear whether Tripwire was in a position to supply Astor with EDC-4.

Ms Harris exhibits RNR’s complaint and the Answer of Tripwire and its co-Defendants. Mr Turnbull exhibits and refers to a document purporting to be expert evidence showing that the explosive in question was not EDC-4. All that can be said, at this stage, is that in proceedings in the US RNR has made some serious allegations and Tripwire and Mr Morris deny them and make some serious counter-allegations. The Defendants do not have any direct knowledge of the matters alleged by RNR. In any event, I am in no position to assess the merits of either side’s position.

The Defendants rely on this litigation as relevant to the MOD contract dispute. I remind myself, as Cotter J set out in the Cotter Judgment at 36-44, that is the part of the case where Mr Turnbull admits that he lied about receipt of a deposit from the MOD between March and September 2025. He then gave what Cotter J found to be an unsatisfactory answer as to why he had lied about it. Cotter J had good grounds for finding that there was a serious issue to be tried in respect of the MOD claim (Cotter Judgment paragraphs 86-91). The existence of the allegations in the RNR claim do not change that. On this application the Defendants do not ask the Court to revisit Cotter J’s finding that there was a serious issue to be tried. Nor is there any proper foundation to argue that there has been a change in the merits of the case that alters the assessment at the balance of justice stage.

I reach the same conclusion in relation to the second piece of litigation relied on, the litigation in the US District Court in Florida between Global and Tripwire.

In those proceedings it is alleged that Mr Morris made false promises on behalf of Tripwire and Tripwire claim that Global tortiously interfered with Tripwire’s relationship with Astor. So much was known to the parties before the Return Date. Cotter J referred to Global’s claim at paragraph 28.

The Defendants point to the fact that Global filed an amended complaint on 27 February 2026, in which they allege that Tripwire and Mr Morris bribed an employee of Global (Mr Higgins) in relation to the Global transaction in these proceedings. It is claimed that Mr Higgins was wearing two hats (one of them for Tripwire) at the time of Astor’s communications with Global. As the Defendants quite properly point out, Tripwire defend the claim and have brought a counterclaim. Tripwire’s motion to strike out the fraud claim is pending.

As with the RNR litigation, the most that can be said is that there are disputed allegations in proceedings in another jurisdiction. I am in no position to assess the merits. Nor would Cotter J have been. Neither of these matters amount to a material change of circumstances.

The Defendants argue that there is no real risk of dissipation of assets. First, because the most substantial assets are plant, equipment and the value of contracts which are not capable of being readily dissipated. Second, because the Defendants have strong disincentives to dissipate assets (for reasons most fully summarised at paragraph 57 of the Defendants’ Skeleton Argument).

I reject this submission for two reasons.

For the reasons set out above, none of the eight circumstances are material changes of circumstances. Considering the circumstances as a whole, they do not amount to a material change of circumstances when taken together. It is clear to me that if the evidence now before me had been placed before Cotter J, in his assessment of justice and convenience he would have reached the same conclusion. Further, I am not at all satisfied that the circumstances are such that the Freezing Order must now be discharged.

The Defendants argue that if the Court does not find it appropriate to discharge the injunction altogether, the Court should nonetheless make a number of variations to Cotter J’s order.

The Defendants argue that the Court should accept undertakings from them, in place of an injunction. The basis for this is that:

There are many situations in which the Court is content to accept undertakings in lieu of an injunction. There are many situations in which a party would prefer to give undertakings; often when they wish to keep their powder dry rather than have a contested hearing and/or they wish to avoid the risk of adverse findings against them. However:

The Defendants do not simply argue that the injunction should be replaced by undertakings. They seek to add, as conditions for their own undertakings, further cross undertakings from Tripwire:

I see no reason to add this condition. It would significantly undermine the force of the Freezing Order and make the protection the Court has granted Tripwire conditional on a complex and unpredictable condition, depending on assessment of the reasonableness of its reaction to any request.

Given that I have found there has been no material change in circumstances, there is no reason to revisit the question of fortification. The prospect of financial losses on the part of the Defendants, and the risk of Tripwire not having assets to pay any compensation assessed under the cross-undertaking were all assessed by the Court at earlier stages. Indeed, the question of fortification has been addressed repeatedly: by DHCJ Morrison on 22 October 2025 as well as by Cotter J. Nothing that has been said in this application provides any basis to revisit those decisions, and nothing that has been said makes it just and convenient to order further fortification.

Mr Cogley KC made several references during oral submissions to the appropriateness of a notification order, rather than a freezing order. By that he meant an order that required the Defendants to notify Tripwire of proposed transactions in advance, so that Tripwire could take steps to restrain the prospective transaction.

However, he did not in terms argue that the Freezing Order should be replaced by such an order. Rather he argued that the right approach was to discharge the Freezing Order and that it was a matter for Tripwire to have made an application for a notification order in the face of such a discharge.

If the Defendants’ position is that the injunction should be discharged because a notification order would be sufficient protection for Tripwire, then the onus is on them to make that good. There is no reference in the application notice, the evidence filed in support of the application, nor the Defendants’ Skeleton Argument to such an order. No draft order was provided to me. I can see no basis upon which to find that such an order would offer adequate protection to Tripwire, as opposed the Freezing Order. The Defendants could have argued the case for such an order instead of a Freezing Order at the Return Date.

I dismiss the Defendants’ application in its entirety.