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.
All of them and Igra Chioma Henrietta Orjiako (Mr Orjiako’s wife) were joint defendants with the Seplat’s co-founder in the case.
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.
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