A court in the British Virgin Islands (BVI) has ruled that Ambrosie Orziako, the former chairman and co-founder of Seplet Energy PLC, fraudulently hid assets in an attempt to avoid repaying a $220.3 million loan to Access Bank.
The ruling, delivered by Justice Abbas Mithani of the BVI Commercial Division, follows cross-border litigation arising from a syndicated loan default dating back to 2013.
Justice Mithani found that Orziaco created a complex network of offshore companies and share transfers to move valuable holdings in Seplet out of the reach of Access Bank and other creditors.
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“In this case, the sequence of events clearly reflects a deliberate, systematic and fraudulent attempt to place the shares beyond the reach of the Claimant and Orziaco's other creditors,” the judge said in an October 1 ruling.
Access Bank's claim, filed in April 2024, sought to enforce an earlier judgment handed down against Orziaco in the High Court of England in March 2016. The BVI court issued a consent order in April 2024, allowing the lender to proceed with enforcement.
The case concerns a syndicated loan given in 2011 by Afrexim Bank, Diamond Bank (now merged with Access Bank), and Skye Bank (now Polaris Bank) to Sheba Exploration and Petroleum Company Limited, a company controlled by Orziako. Sheba later defaulted on the facility in March 2013.
According to court documents, Orziaco personally guaranteed the loan, which the lender demanded be repaid in full in September 2013. When repayments were not made, the banks also took a corporate guarantee from Allen Limited, another BVI-registered entity.
Although the case was initially settled in 2014 under agreed repayment terms, Orziako breached the agreement, prompting the lender to resume legal action. The English High Court later issued a summary judgment against him in 2016.
Justice Mithani said that by 2013, Orziako must have known that he had “no reasonable prospect” of meeting his guarantee obligations and subsequently began transferring assets to avoid repayment.
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offshore transfer network
The judgment details a series of complex share transfers in several BVI-registered companies, including Sheba Petroleum Development Company Limited, Abecourt Energy Services, Neville Investment Management, Plumage Management, Pursley Resources, Sinclair Commercial, Salvic Energy and Salvic Petroleum Resources.
Access Bank argued that these companies were shell entities used to conceal a substantial stake in Seplat, of which Orziaco was the ultimate beneficial owner.
Court records show that share transfers to his wife, Mrs. Igra Orziako, began in 2014, soon after legal threats from the banks. The judge ruled that these transfers lacked commercial justification and were intended to protect the assets from creditors.
By 2017, Orjiaco became the owner of the majority of the shares of the entities that indirectly controlled Sheba BVI, which itself owned valuable Seplet shares. However, Justice Mithani determined that Orziaco retained control through directorship and beneficial ownership.
Access Bank claimed that the transfers were a fraudulent maneuver designed to mislead creditors into believing that Orgiaco had divested from the companies, when in fact, he retained control.
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Hiding Seplet Holdings
Evidence before the court showed that Orziako continued to have influence over Seplat through Sheba BVI and its subsidiaries. Seplet filings confirmed that Sheba BVI held more than 30.6 million shares and Persley held 900,000 shares, both described as proxies for Orjiaco's interest.
The court found that Orziako used the transferred shares as collateral to raise funds, some of which were used to repay parts of its debts and finance Sheba's operations.
In his defence, Orziako claimed that the shares belonged to his wife as part of a 2010 estate planning arrangement. However, Justice Mithani rejected this claim, noting that evidence of such ownership emerged only after legal proceedings were initiated.
Justice Mithani ruled, “The plain fact is that as soon as Orgiaco realized that he could not repay the loan, he tried to place his assets beyond the reach of his creditors.”
He further stated that Orgiaco's strategy was to complicate proceedings with excessive documentation, hoping to delay enforcement and thwart Access Bank's recovery efforts.
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final decision
Justice Mithani concluded that Access Bank had successfully proven fraudulent intent, and described Orziako's actions as a “deliberate, systematic and fraudulent attempt” to conceal assets.
They declared Orziako to be the sole beneficial owner of the companies involved, including Salvik Energy and Salvik Petroleum BVI, effectively overturning his wife's alleged transfer.
