The Tourist Company of Nigeria Plc (TCN) is at risk of a heavy sanction by Nigeria's top regulatory bodies, the Securities and Exchange Commission (SEC) and the Corporate Affairs Commission (CAC).
Both regulators had warned against holding an Annual General Meeting (AGM) on July 25, 2025, but a TCN board faction went ahead with what has been described as a sham AGM, which will most likely now be declared null and void.
This is as the officially recognised Company Secretary, OOT Nominees Limited, stated that it neither amended nor signed an altered notice used for the disputed meeting.
Speaking through its legal counsel, Lovelyn Aniekwe, OOT Nominees Limited vehemently denied any involvement in the issuance of the amended AGM agenda.
The firm asserted that its signature was fraudulently appended to a revised notice circulated by a shareholder faction allegedly aligned with Alex Ibru and Omar Investments.
According to Aniekwe, the contentious version of the AGM agenda included critical items that were conspicuously absent from the original notice published on July 1, 2025.
Most notably, the re-election of three directors, an item not previously listed, was controversially inserted, Aniekwe stated, raising serious questions about the meeting's legitimacy.
“The use of our client’s signature on a document they did not authorise or approve is not only deceptive but unlawful,” Aniekwe declared, signaling the gravity of the alleged malfeasance.
The disputed meeting, which was allegedly convened in stark defiance of clear regulatory and judicial instructions, has now been formally invalidated by both the SEC and the CAC. Both commissions had previously issued unequivocal directives suspending the meeting indefinitely due to ongoing litigation and a standing court order designed to maintain the status quo.
In a letter dated July 24, 2025, the SEC instructed the board of TCN to postpone the AGM indefinitely.
Signed by Frana Chukwuogor, Executive Commissioner for Legal and Enforcement, the letter emphatically stressed the paramount need for compliance with an interim court order mandating the maintenance of the status quo in all matters affecting the company.
“In view of the ongoing regulatory intervention, and the subsisting interim order of the court mandating the maintenance of status quo, you are hereby directed to postpone the scheduled AGM and any other statutory meetings indefinitely,” the SEC's directive stated.
The commission underscored its critical mandate to protect public interest entities and maintain fair and orderly markets, issuing a stern warning against any attempts to undermine due process.
A similar, equally firm letter issued by the CAC on the very same date, signed by Terver Ayua-Jor, reiterated the imperative need for strict compliance with the Federal High Court’s directive in Suit No. FHC/L/MISC/760/2025.
This court order explicitly commanded all parties to refrain from any actions that could jeopardise ongoing litigation, further solidifying the illegality of the attempted AGM.
Adding another layer of invalidation to the purported AGM, Meristem Registrars, which had been procured to replace TCN’s official registrar, Greenwich Registrars, reportedly exited the venue even before the meeting could commence.
Meristem cited the clear illegality of the meeting and the recent regulatory warnings that had been brought to their attention as the decisive reasons for their immediate withdrawal, effectively stripping the gathering of any administrative legitimacy.
This latest corporate governance flashpoint at TCN is not an isolated incident but rather a significant development within a much broader and long-standing corporate struggle.
The feud involves TCN’s parent company, Ikeja Hotel Plc (IHPlc), and its sister company, Capital Hotel Plc.
This protracted conflict, which originated in 2017, triggered a comprehensive regulatory intervention by the SEC, leading to the appointment of an Interim Board chaired by Chief Anthony Idigbe (SAN).
The interim board was specifically tasked with the critical responsibilities of stabilising operations across the group, conducting a thorough forensic audit, and implementing robust governance reforms.
The subsequent audit, conducted by Deloitte Nigeria, reportedly unearthed multiple alleged irregularities, including significant financial misstatements, unauthorised share sales, and substantial unpaid rental liabilities.
In response to these findings, the SEC issued a series of directives, including the recovery of proceeds from unauthorised share sales, the necessary restatement of IHPLC’s debt profile, and the implementation of a revised board structure designed to reduce family representation and enhance independent oversight.
Specifically for TCN, the SEC directed the Alex Ibru group to buy out IHPLC’s 12% equity interest and a substantial N36 billion shareholder loan within a six-month timeframe.
Until this directive is fulfilled, regulatory oversight at TCN is mandated to remain firmly in force.
Reacting to these latest l developments, Chief Idigbe's office issued a statement through his Personal Assistant, Philomena Philips.
The statement recalled a strikingly similar incident in 2017 when the agenda for an IHPLC board meeting was altered without Chief Idigbe’s knowledge, an incident that directly preceded the current controversy.
It was that critical incident, the statement noted, that led to Idigbe securing approval from the SEC and the IHPLC board to appoint PUNUKA Nominees Ltd, now known as OOT Nominees Limited, as the company secretary, a strategic move specifically aimed at safeguarding procedural integrity.
The statement denounced claims about Chief Idigbe's alleged removal as chairman as “illegal and a resort to self-help,” suggesting that these actions originated from aggrieved shareholders who are currently in court challenging the fundamental scope of the SEC’s regulatory powers.
“This is nothing but an afterthought and a distraction designed to frustrate the regulatory process,” the statement read, adding with conviction that Chief Idigbe continues to enjoy the full confidence of both the board and the majority of shareholders.
Furthermore, the statement highlighted the remarkable turnaround achieved under Chief Idigbe’s astute leadership, proudly noting that TCN’s share price had surged from a mere 70 kobo in 2017 to an impressive N32 by mid-2025.
This represents a staggering growth of 3,185.71 percent in just eight years, a testament to the efficacy of the ongoing reforms.
Despite the persistent turbulence and legal challenges, Chief Idigbe has firmly vowed to stay the course and complete the comprehensive reforms aimed at resolving long-standing issues within IHPLC and its subsidiaries.
The statement concluded with a reaffirmation of his unwavering commitment “to the national duty and service of resolving the IHPLC problem, which is nearing completion.”
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