Tag: Tourist Company of Nigeria

Minority shareholders of Tourist Company of Nigeria Plc (TCN) have suggested ways to protect the interests of minority and majority shareholders in the hospitality group.  

The minority shareholders, who account for over 4,000 members of the company, commended the Securities and Exchange Commission (SEC) for its principled stance in overseeing TCN.

They said the failure of the Alex Ibru Group to complete the buyout of Ikeja Hotel Plc led to the current deadlock.

According to them, minority shareholders had for years been at the short end of the stick due to family disputes and boardroom politics impacting their stakes in the publicly listed company.

They noted that the situation was almost without solution, with no dividend paid for so many years, until the regulatory intervention of the SEC seven years ago, which halted the affairs of TCN from the spiralling loss, and lack of accountability, a decision welcomed by the minority shareholders.

In a statement, a shareholder of Ikeja Hotel Plc and Chairman, Zonal Shareholders Mobilisation Committee for Annual General Meetings, Chief Olatunde Okelana, said regardless of whether the Alex Ibru group has now acquired over 80 per cent equity in TCN, the company still has 4,991 shareholders and retains its status as a public company.

On the way out, the minority shareholders said: “If the Alex Ibru group desires sole control of TCN, the proper and responsible course of action is to make an open and fair offer to buy out the remaining shareholders and take the company private, just as 11 Hospitality Limited did with Capital Hotels Plc and in line with the SEC directives.”

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The statement reads in part: “It is not in dispute that the Alex Ibru group holds a majority shareholding in The Tourist Company of Nigeria Plc (TCN).

“However, their conduct suggests a belief that, by their majority control, other stakeholders, particularly Ikeja Hotel Plc and the investing public, can be disregarded.

“This posture appears to stem from their significant interests in both TCN and Ikeja Hotel Plc, leading them to assume they can act with impunity in both companies without accountability.

“What the Alex Ibru group also failed to disclose is the existence of a N36 billion shareholder loan owed to Ikeja Hotel Plc, a loan funded by the investing public in Ikeja Hotel, which Chief Anthony Idigbe, SAN, and Alhaji Abatcha Bulama were appointed to represent on the Board of TCN.

“They seem to overlook the fact that Ikeja Hotel Plc is a publicly listed and regulated entity, whose equity investment and substantial shareholder loan to TCN must be disclosed under the listing rules of the Nigerian Exchange Ltd and are subject to oversight by both the Nigerian Exchange and the Securities and Exchange Commission (SEC).

“As such, it remains subject to the full regulatory authority of the SEC, independently of any special regulatory intervention.

“Public companies do not lose their public character merely because they are delisted from the Exchange or because a majority shareholder emerges.”

The minority shareholders faulted a suit by the Alex-Ibru group challenging the SEC’s findings and directives.

“SEC Findings and Directives of June 27, 2025, on the Deloitte forensic investigation were a natural outcome of the SEC regulatory process.

“It amounts to an abuse of process for a party that has fully participated in a regulatory process to resort to court challenging the existence of the process.

“The Alex Ibru group clearly does not understand governance as they have equated shareholder control with governance and cited the Chairman’s lack of shareholding to mean disqualification to serve on the Board.

“This is against corporate governance principles and international best practice, which dictates that board Chairpersons be Independent Non-Executive Directors with 0.01 per cent or zero per cent shareholding as the threshold for independence.

“The Chairman is a professional, corporate governance expert and learned silk delivering on his mandate from the SEC to break the management deadlock and restore the companies to profitability and corporate governance best practice, a feat at which he has been largely successful.

“Indeed, Nigerian law requires that 30 per cent of the board be independent non-executive directors, and in some countries, the requirement is that they be the majority. The reason is to prevent the owner mentality which the Oma/RFC/Alex Ibru group have betrayed.

“It is imperative to highlight that majority shareholding does not empower such shareholders to take control of the Board to the exclusion of the minority.”

The minority shareholders stated that the Alex Ibru group, in their press release, failed to disclose that in their action against Chief Anthony Idigbe and the Company Secretary, PUNUKA Nominees Ltd, in suit FHC/L/CS/260/2023 between Omamo Investments Corporation v. TCN & Ors, the names of the Chairman and Company Secretary were struck out as no reasonable cause of action was disclosed against them.

The statement adds: “Chief Anthony Idigbe also strongly disclaims the allegation of demanding a payout running into hundreds of millions of naira and is advised to take necessary steps to preserve his name and legacy.”

The minority reiterated that SEC’s regulatory oversight is not limited to TCN alone but extends to Ikeja Hotel and its investee companies, including both TCN and Capital Hotels Plc.

Urging the Alex Ibru group to buy out the remaining shareholders if it desires sole control of TCN, the minority shareholders said trying to sideline them will not work.

“This current approach is more reflective of an investor attempting to punch above its financial and operational capacity, while risking the long-term viability of a national hospitality asset that they appear ill-prepared to adequately fund or revive.

“Nonetheless, the minority shareholders thank the SEC for its principled stance and ongoing efforts to protect shareholder interests in TCN and urge the Commission to continue its oversight until proper corporate governance and shareholder equity are fully restored,” the statement added.

The board of Tourist Company of Nigeria Plc (TCN) has provided a comprehensive explanation of the governance crisis that has engulfed the company in recent months, attributing the tension to attempts by former interim directors to overreach their mandate despite lacking any shareholding in the firm.

  In a statement, the TCN Board said concerns had arisen over persistent efforts by Chief Anthony Idigbe and Alhaji Abatcha Bulama, originally appointed as interim directors at Ikeja Hotel Plc (IHP) for a three-month term in 2015, to entrench themselves in the operations of TCN and Capital Hotels Plc (CHP) even though they were neither appointed by the Securities and Exchange Commission (SEC) nor elected by the shareholders.

  According to the board, both men had remained in board positions across multiple companies for over eight years without shareholder ratification, a position contradicted by their witness statements filed in Suit No. FHC/L/CS/858/2023 between Oma Investments Limited and TCN and nine others. The board stated that their appointment did not emanate from the SEC, and their prolonged stay lacked a legal foundation.

The board traced the issue back to a 2015 SEC-supervised settlement at IHP, which had recommended a forensic audit conducted by Deloitte Nigeria. That audit was submitted to the SEC in December 2019 but was not acted upon until recently. Despite the limited mandate, Idigbe and Bulama had not only overstayed at IHP but also migrated their influence to TCN and CHP, where they continued to insist that they held SEC-sanctioned board positions – a claim the board firmly dismissed.

 The statement also detailed attempts by Idigbe and Bulama to dispose of strategic TCN assets, particularly the land housing the Federal Palace Hotel in Lagos. According to the board, the duo tried to sell the land to the NIPCO/11 Plc Group, the same entity that had earlier acquired Sheraton Abuja under Idigbe’s chairmanship of CHP. However, a Federal High Court injunction obtained by Oma Investments on February 21, 2023 (Suit No. FHC/L/CS/260/2023), halted the transaction over concerns of insider dealings and procedural violations.

  Further attempts to sell the property through Aquila Asset Management triggered another legal challenge from Oma Investments, resulting in a second injunction under Suit No. FHC/L/CS/858/2023. Meanwhile, the Alex Ibru family, which holds a controlling interest in TCN, increased its shareholding to 80.6% by acquiring stakes from Goodie Ibru’s AVI and Sun International Limited.

  The board revealed that despite the clear change in control, Idigbe and Bulama refused to vacate their seats, falsely claiming immunity from retirement provisions typically enforced at Annual General Meetings (AGMs). The situation was further complicated by the company’s secretary at the time, OOT Nominees Ltd, a firm owned by Idigbe and his wife, which supported their position, failed to accurately document board deliberations, and withheld critical meeting recordings even when formally requested by directors.

  Tension escalated at an emergency board meeting held on July 22, 2025, when directors rejected links generated by OOT Nominees and opted for official TCN communication channels.

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  According to the board, Idigbe, resisted the directive and acted in an intimidating and aggressive manner toward his colleagues, especially the two female directors.

  Consequently, a board motion to remove him as Chairman was passed by five out of seven directors, and Mrs. Erejuwa Gbadebo was elected Acting Chair.

  The board emphasised that Idigbe was not removed as a director at that meeting. However, due to the conflict of interest and governance breaches, the board suspended OOT Nominees and notified them of its intent to remove them formally under Section 333 of the Companies and Allied Matters Act (CAMA), offering an opportunity to resign or defend themselves. Gbenga Biobaku & Co. was appointed Acting Company Secretary pending the conclusion of the process.

  On the SEC’s June 27, 2025, directive on the Deloitte audit, the board noted that most of the commission’s findings centred on alleged infractions by Mr. Goodie Ibru, including unauthorised share sales, diversion of workers’ union shares to AVI, and receipt of N12 billion in proceeds.

  While the SEC recommended a severance for Goodie Ibru and a 40 per cent haircut on related-party loans, the only issue linked to the Alex Ibru family involved a long-running dispute over rent-free use of the Federal Palace Hotel penthouse, an issue the courts have since resolved in their favour.

  SEC further directed Oma Investments to pay rent arrears and accept the haircut, alongside entering into a shareholder agreement subject to SEC approval. However, these directives are under judicial review (Suit No. FHC/L/MISC/760/2025), with the Federal High Court in Lagos granting a stay that bars the SEC from taking enforcement actions, interfering with company operations, or obstructing director retirements or re-elections until the case is resolved.

 Despite the stay order, the SEC moved to cancel statutory meetings of both TCN and IHP. In defiance of this, and relying on court protection, TCN proceeded with its AGM on July 26, 2025. At that meeting, the three longest-serving directors: Chief Idigbe, Alhaji Bulama and Otoke Ibru were retired in line with the law. Only Otoke Ibru was re-elected by the shareholders.

  The board said: “The process was democratic, transparent, and fully compliant with the provisions of CAMA.” It also added that Idigbe’s continued claim of being an SEC appointee is not only false but also contradicted by documents he signed confirming his appointment by TCN based on IHP’s recommendation, and subject to normal re-election rules.

  The board underscored that the current majority shareholders — RFC Limited (43.3 per cent), Toveki Limited (19.1 per cent), and Oma Investments Limited (18.1 per cent) remain committed to protecting the company’s assets and ensuring sound corporate governance.

  It stressed that directors without equity cannot override shareholders’ rights or perpetuate themselves on the board.

  “The Tourist Company of Nigeria remains a law-abiding entity committed to regulatory compliance, shareholder protection, and ethical corporate governance,” the board said.

  Therefore, the board urged the SEC to reconsider its position in light of the facts and cooperate in building governance systems grounded in legality and due process.