BVI court rules Seplat’s ex-chairman Orjiako fraudulently hid assets over $220.3m Access Bank debt
A British Virgin Islands (BVI) court has ruled that Ambrosie Orjiako, a former chairman and co-founder of Seplat Energy Plc, fraudulently concealed assets to evade a $220.3 million debt claim made by Access Bank.
The enforcement order, delivered by the judge, Abbas Mithani of the BVI Commercial Division, followed years of international litigation over a syndicated loan default dating back to 2013.
Justice Mithani found Mr Orjiako had devised a complex web of offshore share transfers to place valuable holdings in Seplat beyond the reach of Access Bank, the creditor.
“In the present case, the chronology of events summarised above shows a deliberate, systematic and fraudulent attempt, calculated to put the Shares beyond the reach of the Claimant and Dr Orjiako’s other creditors,” the judgement delivered on 1 October read.
Access Bank’s claim presented before the court on 16 April 2024 was in consequence of an earlier judgement secured by the lender against Mr Orjiako at the High Court in England in March 2016. It set out primarily to implement the decision of the English court, according to a court document obtained by PREMIUM TIMES.
Access Bank had in April 2024 got a consent order, to which both parties agreed, from the British Virgin Islands court to enforce the ruling.
The subject of that suit was Mr Orjiakor’s obligation under the terms of a 2011 syndicated loan facility availed by three lenders, namely Afrexim Bank, Diamond Bank (now defunct after a 2019 merger with Access Bank) and Skye Bank (now Polaris Bank) to Shebah Exploration & Petroleum Co. Limited.
Shebah Exploration, owned and controlled by the one-time Seplat chairman, is currently under receivership. Mr Orjiakor is facing bankruptcy proceedings in Nigeria, Judge Mithani of the Commercial Division of the High Court of Justice of the Virgin Islands, said.
According to the latest judgement of the Virgin Islands court, Mr Orjiakor issued a personal guarantee as part of the security for the loan on which Shebah Exploration defaulted in March 2013.
The three banks demanded immediate repayment of the credit in September 2013. They also called in Mr Orjiako’s personal guarantee and the corporate guarantee that Allenne Limited, a British Virgin Islands company, pledged in respect of the same borrowing.
In 2014, the issue came up for hearing in England and was settled on agreed terms, even though Mr Orjiako later contravened the terms, forcing the banks to initiate another legal action against him. Breakthrough came two years later when they got a summary judgement against him.
“By May 2014, Dr Orjiako had been sued personally for $150m and settled that claim on the basis that he would pay the sums outstanding in two tranches, the first of which (for $50m) would be paid by 30 April 2014. However, in my judgement, the writing must have been on the wall for Dr Orjiako very substantially earlier,” Justice Mithani said on 1 October in his judgement.
“By at least March 2013, he must have known that he had no reasonable prospect of paying his guarantee liability to the Claimant. When he failed to make the two payments above, there would have been no doubt in his mind that he would be unable to do so without recourse to the Shares,” he added.
Background
The shares Justice Mithani alluded to in his judgement referred to the equity stakes involved in a long, tortuous and controversial series of changes to the share structure of some companies affiliated to Shebah Exploration beginning from 10 March 2014.
They comprised Shebah Petroleum Development Company Limited BVI (Shebah BVI), Abbeycourt Energy Services (BVI) Limited, Neville Investment Management Limited, Plumage Management Limited, Pursley Resources Ltd, Sinclair Commercial Ltd, Salvic Energy Ltd and Salvic Petroleum Resources Limited.
All of them and Igra Chioma Henrietta Orjiako (Mr Orjiako’s wife) were joint defendants with the Seplat’s co-founder in the case.
Access Holdings, the claimant in the suit, argued that a couple of these companies, which are based in the British Virgin Islands, are in reality shell companies used purposefully to hold substantial portions of highly valuable shares directly or indirectly in Seplat.
It established that Mr Orjiako is the actual beneficial owner of the shares in dispute, contrary to his insistence that they had been transferred to his wife, and, on that score, they now beneficially belong to her. The lender added that his decision to transfer the shares to Mrs Orjiako happened only in 2014 after he was threatened with legal action.
Shebah BVI, which was incorporated in 2009, had just one issued share, owned by Mr Orjiako, between 2009 and 10 March 2014, the day preceding the first court session in England.
Alterations were made to the company’s share structure to the effect that Mr Orjiako transferred the only share to Pursley, which at that point was legally and beneficially owned by the former Seplat chair himself.
It followed that a number of new shares were issued and allotted by Shebah BVI to several companies, where Mr Orjiako is both the legal and beneficial owner.
A total of 240,000 shares were issued and allotted to Abbeycourt, 119,968 to Helko Nigeria Limited, 43,404 to Plumage, 119,999 to Pursley and 80,000 to Sinclair. Mr Orjiako was the legal and beneficial owner of them all, according to the court judgement.
Also, 124,000 shares were issued to Neville, at the time legally and beneficially owned by Abbeycourt, which was in turn legally and beneficially owned by Mr Orjiako.
Further ownership changes of the shares in Shebah BVI were recorded within the three years to 2017.
Mr Orjiako transferred the single share in Pursley to Mrs Orjiako on 21 July 2014.
On 29 May 2015, Abbeycourt transferred the only share in Neville to him, who was also the legal and beneficial owner of the share in Abbeycourt.
The long chain of share transfer ended on 22 May 2017 when he transferred the only share held in each of Plumage, Abbeycourt and Neville to Mrs Orjiako.
“The net effect of these allotments and/or transfers (individually or collectively also referred to as ‘the Transfers’, ‘the Transfer’, ‘the Share Transfers’ or ‘the Share Transfer’, as the context may require) was that by 2017, Mrs Orjiako had become the owner of most of the shares in the Shareholding Companies (except for Sinclair), which equated to a majority indirect ownership of Shebah BVI. Shebah BVI, in turn, owned valuable shares in Seplat. Dr Orjiako directly retained ownership of Sinclair and director-control over all the Shareholding Companies,” Justice Mithani said.
Access Bank asserted that the change in the ownership of those shares was not made for any consideration or for any valid commercial motives, noting that the time that the changes were effected coincided with when creditor actions were coming up against Mr Orjiako and others.
It stated that the alterations were, effectively, manoeuvres devised to create the impression of his divestment from those companies, even though Mr Orjiako still held on to the beneficial ownership and control of those companies afterwards.
His intention, Access Bank claimed, was to conceal the shares owned in Shebah BVI and Seplat from law enforcement.
The lender was pursuing substantial relief on the basis that the equity transfer only conferred the legal title in the shares to Mrs Orjiako, implying that the beneficial ownership in the shares did not belong to her but her husband.
The other ground on which the bank sought the relief was that, in the alternative, the share transfers to Mrs Orjiako were done to keep the assets away from Mr Orjiako’s creditors, Access Bank inclusive.
“There was no commercial reason for the Pursley Share Transfer or the 22 May 2017 Share Transfers. Insofar as the Claimant has been able to ascertain, no consideration was paid by Mrs Orjiako to Dr Orjiako for the said transfers,” said Justice Mithani, citing the amended statement of claim.
According to the statement, it is to be deduced that the share transfers and allotments were executed to give the impression that the direct and indirect stakes in Shebah BVI were not held alone by Mr Orjiako without changing the reality. Also, apparently, they were executed to help him to cause to be charged to the banks just one-third holding in Shebah BVI, while notifying them that he was causing to be charged to all of them or significantly the entire shares in Shebah BVI, the judgement added.
The amended statement of claim noted that Mr Orjiakor was at all material times a director in all the companies to which the shares were transferred.
It also stated that Mr Orjiako, up till May 2022, chaired Seplat’s directors’ board on the strength of his ownership of over 70 per cent of the company’s shares, adding that he would not have controlled shares of that size if not that he controlled the stakes of the shareholding companies in Shebah BVI.
The document referenced public reports and statements published by Seplat and endorsed by Orjiako during his chairmanship pointed to him as controlling a stake of between 6 and 7 per cent, noting that Shebah BVI and Pursley owned some of the shares.
It mentioned Seplat as confirming in the evidence submitted to a Nigerian high court on 16 August 2023 that Shebah BVI owned 30,641,068 shares in Seplat, while Pursley held 900,000 shares in the company. Seplat described the two entities as Mr Orjiako’s proxies through which he held interest in Seplat.
After May 2022, Mr Orjiako was able to raise capital by purportedly presenting the shares Shebah BVI held in Seplat as security, the amended statement of claim observed. A portion of the cash went into repaying the facility in part and into raising capital to fund the activities of Shebah Nigeria.
“By virtue of the Pursley Share Transfer, my wife became the legal and beneficial owner of the sole share in Pursley, whose only asset was a stake in Shebah BVI which equated to 2.15% of Seplat. Shebah BVI held 2.15% of Seplat as bare trustee for her. This is because my wife had had a 3.92% interest in Seplat via Shebah Nigeria from 2010 as part of my estate planning,” Justice Mithani quoted Mr Orjiakor as saying in his eighth affidavit sworn on 7 May 2025.
“When the Seplat shares were transferred from Shebah Nigeria to Shebah BVI in March 2010 her interest in Seplat was transferred to Shebah BVI which held what became a 2.15% stake in July 2014 post IPO dilution as bare trustee for my wife as recorded in the Declaration of Trust prepared in 2013,” he added.
Mr Orjiako claimed that his wife consented to his use of the shares held by Shebah BVI and Pursley in Seplat to being used as security to the Providus facilities, noting that nothing is strange in a situation where one’s spouse uses her possessions to support the business interests of her husband.
Justice Mithani declared that Access Bank appropriately noted that Mr Orjiako had advanced no case that the shares in BVI entities that held shares in Seplat beneficially belonged to Mrs Orjiako until when legal actions were initiated against him.
“The plain fact is that as soon as the writing on the wall became clear to Dr Orjiako, i.e., at the very latest, when he knew that he was not going to be able to pay off the Loan when it was called in, he sought to put his assets beyond the reach of his creditors. This occurred in early 2014, but, in my judgement, more likely in March 2013 (or even earlier) when SEPCOL defaulted on the payment of the Loan,” Justice Mithani remarked.
“Dr Orjiako then provided different accounts about his position relating to the Share Transfers, believing that somewhere along the line, he might convince the Claimant that what he was saying was true. To counter the inevitable weaknesses in his case, he has sought to bury his case in a morass of irrelevant information and documents going back many years, hoping that neither the Claimant nor the Court would be able to get to the bottom of his case at the stage of the hearing of the Application,” the judge added.
He disclosed that due to the enormous and complicated nature and size of the information and documentation involved, Mr Orjiako thought it would be hard to handle, comprehend and resolve at the hearing of the application, and thus expected to receive unconditional leave to defend the claim.
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His ploy, the judge said, was to prolong and complicate the issue in expectation that, by doing so, he would elongate the determination of the claim and ultimately gain an advantage on Access Bank and his creditors by impeding their chances of enforcing the BVI judgement.
Access Bank, Justice Mithani stated, has adequately established Mr Orjiako’s motive to defraud for the purposes of the application.
According to him, the sequence of events has revealed an intentional, systematic and fraudulent effort, orchestrated to deny Access Bank and those Mr Orjiakor is indebted to access to the shares.
“By 2014 (but, in my judgment, much earlier), Dr Orjiako was insolvent (in the sense that he was unable to pay his debts as and when they fell due), and he must have known that. One would have expected him to obtain specialist advice on how to implement a scheme (formal or informal) for paying off all his creditors or to compound for their debts, using his available assets to do so,” the judge said.
“The substantive order I will make is that proposed by the Claimant in relation to the primary relief it claims, i.e., a declaration that Dr Orjiako is the sole beneficial owner of the Shareholding Companies and the Salvic Defendants, i.e., Salvic Energy and Salvic Petroleum BVI,” he added.