- AGM invalid, retirement of directors not on cancelled AGM agenda, says Idigbe
- Why the AGM held, by Gbadebo
The purported retirement and removal of directors and representatives of Ikeja Hotel Plc (IHPLC) from the board of Tourist Company of Nigeria (TCN) Plc was not included in the Notice and Agenda for the cancelled Annual General Meeting (AGM) of TCN.
A Senior Advocate of Nigeria (SAN), Dr Anthony Idigbe, yesterday said the removal of the chairman or directors was neither on the agenda of an Emergency Board of Directors meeting held on July 22, 2025, nor in the one used for the cancelled AGM.
Idigbe said Nigeria’s apex capital market regulator, Securities and Exchange Commission (SEC) and Corporate Affairs Commission (CAC) had cancelled the AGM due to ongoing regulatory intervention and subsisting interim court order mandating the maintenance of the status quo.
However, despite the directive, some members of the TCN board went ahead with the AGM on Friday.
A statement by Idigbe issued through his Personal Assistant, Philomena Philips, yesterday stated that the removal of the chairman was not on the agenda as the chairman closed the meeting when the meeting became rowdy with the items on the agenda not discussed.
According to Idigbe, the company is still under regulatory action of SEC.
However, some shareholders who gathered for the company’s 60th AGM in Lagos, unanimously approved the composition of a trimmed down board to spearhead governance reforms.
The shareholders voted in favour of the re-election of the Chief Executive Officer of The Guardian Newspapers Limited, Mr. Toke Alex Ibru, who was retired on rotation as a Non-Executive Director of the company’s board.
They also resolved that Chief Anthony Idigbe should retire and not be re-elected as a non-executive director. A similar decision was taken regarding Alhaji Abatcha Bulama, with shareholders endorsing his retirement without re-election to the board.
The group of shareholders also formally ratified the appointment of Mrs. Erejuwa Gbadebo as a non-executive director of the board.
Gbadebo, who acted as chairman at the meeting, acknowledged the concerns raised by shareholders and explained that the circumstances surrounding the meeting had created some confusion. She noted that the company’s registrars and representatives from SEC had attended earlier.
According to her, this was partly due to uncertainty over whether the meeting would proceed as scheduled, which led some stakeholders to attend only partially or in person.
In the statement, Idigbe stated: “Our attention has been drawn to an unauthorised publication attributed to The Tourist Company of Nigeria Plc (TCN) alleging the removal of Chief Dr Anthony Idigbe SAN as its Chairman at the Emergency Board of Directors meeting held on July 22, 2025 and his alleged retirement and removal as a director together with Alhaji Abatcha Bulama the other SEC-appointed director and representative of Ikeja Hotel Plc (IHPLC) at a purported AGM of the company allegedly held on July 25, 2025 at Federal Palace Hotel Victoria Island despite the cancellation of the AGM by the regulators, the Securities and Exchange Commission (SEC) and the Corporate Affairs Commission (CAC).
“The agenda for the July 22, 2025, board meeting was as follows: (1) Opening, (2) Apologies, (3) Reading and adoption of the agenda, (4) Disclosure of conflict of interest, (5) Business of the day – Consideration of the memo on the Securities and Exchange Commission’s (SEC) forensic audit findings and directives, and their implementation thereof; and (6) Closure of meeting.
“Appropriate reports have been made to the SEC by the SEC-appointed directors under the February 17, 2017, settlement agreement between the disputing shareholders of Alex Ibru/OMA Investment and RFC on the one hand and Goodie Ibru/AVI on the other hand in Ikeja Hotel Plc (IHPL), a company listed on the NGX and investor and substantial creditors of TCN, among other companies.
“The purpose of the regulatory intervention in IHPLC and its investee companies was to prevent the business from collapsing, restore corporate governance, and resolve the deadlock.
“Chief Idigbe is proud of the work he, the board, and management have done over the years, leading to the share price moving from NGN 70,000 in 2017 to NGN 23 last week, creating over 3,000per cent in value for the shareholders. The cash reserves of IHPLC over the period have grown from negative to over NGN20 billion.
“The current contrived crisis from the agenda reproduced above is driven by the release on June 27, 2025, of the SEC’s findings and directives on the forensic audit conducted on the group by Deloitte.”
“Shareholders, that is, Alex Ibru/OMA Investment/RFC group, who were dissatisfied with the SEC’s findings and directives, have taken their grievances to court. The attempt to make Chief Idigbe the issue is an afterthought and a disingenuous scheme to buy time.
“From the first day in 2017, when Chief Idigbe presided over the first meeting of the board of IHPLC and discovered that the agenda he approved for the meeting was altered without his knowledge, he applied and obtained the SEC and IHPLC board approval to have PUNUKA Nominees Ltd, now OOT Nominees Limited, as the Company Secretary. It has been so for eight years without complaint. The Nominations Committee of the TCN board reviews the performance of OOT Nominees Ltd. periodically and has consistently approved their performance over the years”.
The statement said the AGM of July 25, 2025 was based on a Notice and Agenda that had a signature different from that of OOT Nominees Ltd, and was also backdated to July 1, 2025.
It added that items on the Agenda were inserted and different from the original Notice and Agenda dated July 1, 2025 and published by OOT Nominees Limited in various newspapers.
The statement continues: “The purported retirement and removal of the SEC-appointed directors and representatives of IHPLC from the TCN board was not included in the Notice and Agenda for the cancelled AGM, as published in the newspapers, scheduled for July 25, 2025.”
Idigbe noted that although the aggrieved shareholders have gone to court and obtained orders against the SEC, “they do not seem to have faith in the rule of law and instead seek to resort to self-help, utilising their perceived media influence to obtain unlawful remedies through unauthorised publication”.
“Despite the above distraction, Idigbe has vowed to remain focused on concluding the national duty and service of resolving the IHPLC problem, which is nearing completion,” the statement noted.
The weekend meeting by group of shareholders was attended in person by Mrs. Erejuwa Gbadebo, Mr. Toke Alex Ibru, Mr. Kofi Joseph Duncan and Mr. Andy Akporugo. Ms. Anita Athena Ibru participated virtually.
Shareholders also ratified the appointments of Ms. Anita Athena Ibru, Mr. Kofi Joseph Duncan, and Mr. Andy Akporugo as non-executive directors of the company.
The shareholders at the meeting raised deep concerns over the company’s viability, with particular emphasis on its dwindling liquidity, weak internal control mechanisms, and underwhelming revenue performance.
They urged the management to urgently prioritise improving liquidity and strengthening the firm’s internal control structures to safeguard its financial health and ensure long-term sustainability.
One of the shareholders, Stephen Olatunji, also raised questions about corporate governance at the meeting. He noted that, as a long-time attendee at the company’s Annual General Meeting, which also marked its 60th edition, he observed that some statutory bodies were missing and that decisions appeared to be dominated by the three; majority shareholders.
He questioned what space and voice were left for minority shareholders in the direction of the company’s affairs.
Gbadebo clarified that despite these setbacks, the company took interim steps to ensure the meeting was held in line with the notices that had been issued. She assured shareholders that if any additional clarification was needed, it would be provided in due course.
She expressed appreciation for the concerns expressed, pledging to do everything possible to address them.
According to her, the board is working diligently to bring every matter within the view of all shareholders to guarantee full transparency and accountability in the company’s operations.
Recognising the role of long-standing shareholders, she acknowledged the company’s past challenges and reiterated the Board’s commitment to resolving both current and legacy issues.
She appealed for continued patience and understanding, stating her willingness to engage further with shareholders alongside other Board members.
Gbadebo further emphasised the company’s commitment to inclusivity, while appreciating shareholders for their dedication, remarking that companies like theirs are ultimately built on the support and commitment of individuals like them.
The company’s revenue for the 2024 operations rose by 34 per cent to N5.69 billion from N4.2 billion achieved in 2023. The company incurred a loss before tax of N45.29 billion during the year ended December 31, 2024, and as at that date, the company’s current liability exceeded its current assets by N1.84 billion from N1.07 billion in 2023.
Idigbe has over 40 years of experience in corporate governance, insolvency, business restructuring, arbitration, dispute resolution, privatisation, capital markets, mergers & acquisitions, and oil and gas. He has advised clients on several complex transactions.
He was a member of the Board of Directors (Trustees) of the Canadian Association of Nigerian Lawyers (CANL) for four years, retiring in 2024, and chairs the Board of Trustees of Dominican University, Ibadan.
He is a fellow of the Chartered Institute of Directors Nigeria (CIoD), INSOL International, the Chartered Institute of Arbitrators, London, the Business Recovery and Insolvency Practitioners Association of Nigeria (BRIPAN) and the International Bar Association (IBA).
In addition, he is a member of the Association of International Energy Negotiators (AIEN), the London Court of International Arbitration (LCIA), the Lagos Court of Arbitration (LCA), the International Chamber of Commerce, Nigeria (ICCN), the American Bankruptcy Institute (ABI), and the International Insolvency Institute (III).
He is an experienced corporate director knowledgeable in global capital market operations and business restructuring. He chaired Capital Hotel Plc (2017 – 2022) and currently chairs Ikeja Hotel Plc, listed on NGX, and The Tourist Company of Nigeria Plc (TCN).
His work resuscitating the Ikeja Hotel Group from collapse and shareholder and management deadlock has received several NGX awards and accolades.
He is also a director of Royal Exchange Plc, listed on NGX and chaired the Statutory Audit Committee of Seplat Energy Plc, listed on NGX and the London Stock Exchange (LSE) from 2015 to 2023.
He is the Vice Chairman of Ardogreen Energy Limited, the operator of PPL 203 and chairs the board of Salus Trust Limited, a health maintenance organisation (HMO) and other private companies.
He was the past President of the Asaba Chambers of Commerce, Industry, Mines and Agriculture (ASACCIMA) from 2022 to 2025 and President of the Delta Association of Chambers of Commerce, Industry, Mines and Agriculture (DACCIMA) from December 12, 2022, to February 27, 2025.
He was elected the National Legal Adviser of the Nigerian Association of Chambers of Commerce, Industry, Mines and Agriculture (NACCIMA) from May 2023 to May 2025.
In May 2025, he was elected National Vice President, South-South, NACCIMA. He holds a Corporate Director Certificate from Harvard Business School, a certificate in Blockchain Law from Osgoode Hall Law School, York University, Toronto, Canada, and a Postgraduate Diploma in Digital Business from Emeritus Business School, in collaboration with MIT and Columbia Business School.
