Ambrosie Orjiako, co-founder and former chairman of Seplat Energy Plc is in fresh trouble as a court in the British Virgin Islands (BVI) has ruled that he fraudulently concealed assets to evade repayment of a $220.3 million debt owed to Access Bank.
The enforcement order, delivered by Justice Abbas Mithani of the BVI Commercial Division, followed years of international litigation over a syndicated loan default dating back to 2013.
Justice Mithani found that Dr. ABC Orjiako devised “a complex web of offshore share transfers” to place his valuable holdings in Seplat beyond the reach of Access Bank and other creditors.
“The chronology of events 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 ruling, delivered on October 1, stated.
Access Bank’s claim, filed on April 16, 2024, sought to enforce an earlier judgment obtained by the bank against Dr. Orjiako at the High Court of England in March 2016.
The case arose from a 2011 syndicated loan facility provided by Afrexim Bank, Diamond Bank (now part of Access Bank), and Skye Bank (now Polaris Bank) to Shebah Exploration & Petroleum Co. Limited, a company owned and controlled by Dr. Orjiako.
Shebah Exploration defaulted on the loan in March 2013, prompting the lenders to demand immediate repayment and invoke both Orjiako’s personal guarantee and a corporate guarantee provided by Allenne Limited, a BVI company.
Although the matter was initially settled in England in 2014, Dr. Orjiako later violated the terms, leading to further legal action. A summary judgment was secured against him in 2016.
Justice Mithani noted that as early as 2013, Dr. Ambrosie Orjiako must have known he had “no reasonable prospect” of paying his obligations under the guarantee.
“By at least March 2013, he must have known that he had no reasonable prospect of paying his guarantee liability,” the judge said.
“When he failed to make the agreed payments, there would have been no doubt that he would be unable to do so without recourse to the shares.”
The judgment detailed a series of offshore share transfers starting March 10, 2014, involving several BVI entities:
Shebah Petroleum Development Company Limited (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
Also named were Mrs. Igra Chioma Henrietta Orjiako, Dr. Orjiako’s wife, and several of his controlled companies.
Access Bank argued that these firms were effectively shell entities used to hold substantial Seplat shares on Dr. Orjiako’s behalf. It claimed that the transfers to Mrs. Orjiako in 2014, soon after the threat of legal action, were designed to shield assets.
The court agreed, concluding that the share movements lacked any valid commercial purpose or consideration.
“There was no commercial reason for the share transfers,” Justice Mithani said. “No consideration was paid by Mrs. Orjiako to Dr. Orjiako for the said transfers.”
By 2017, Mrs. Orjiako had become the nominal owner of most of the shares, except those in Sinclair, which Dr. Orjiako still controlled. The court found that, in substance, he retained beneficial ownership and directorial control over all the entities.
Justice Mithani held that Dr. Orjiako’s share transfers were strategically timed to coincide with impending creditor actions, concluding they were part of a deliberate concealment strategy.
“As soon as the writing on the wall became clear to Dr. Orjiako — when he knew he was not going to be able to pay off the loan — he sought to put his assets beyond the reach of his creditors,” the court stated.
The court ruled that Access Bank had sufficiently established Orjiako’s intent to defraud, noting that he “sought to bury his case in a morass of irrelevant information” to delay proceedings and frustrate enforcement.
Justice Mithani further observed that by 2014, Dr. Orjiako was insolvent, yet instead of settling debts, he engaged in “a systematic effort to obstruct creditors.”
The BVI court granted Access Bank’s request for a declaration that Dr. Ambrosie Orjiako is the sole beneficial owner of all the companies involved — including Salvic Energy Ltd and Salvic Petroleum BVI — effectively piercing the corporate veil.
“By 2014, Dr. Orjiako was insolvent, and he must have known that,” the judge said.
“One would have expected him to obtain advice on how to pay off his creditors or compound for their debts using his available assets.”
The ruling marks a major victory for Access Bank Holdings Plc, which has pursued enforcement of the debt across multiple jurisdictions for over a decade.
