By Henry Ojelu
The Company Secretary of The Tourist Company of Nigeria Plc, TCN, OOT Nominees Limited, has disowned an amended notice used at a purported Annual General Meeting, AGM, held on Friday, insisting it neither authorised nor recognised the changes made to the original document issued on July 1, 2025.
In a statement through its legal counsel, Lovelyn Aniekwe, the SEC-appointed Company Secretary said the agenda read at the disputed AGM differed from what was officially released, with items such as the re-election of three directors smuggled in without approval.
Describing the development as a brazen act of illegality, OOT Nominees vowed to take legal action against those responsible for what it called the “unauthorised amendment” of its notice.
The controversial AGM was convened by a faction of shareholders allegedly opposed to regulatory supervision, despite formal directives from the Securities and Exchange Commission, SEC, and the Corporate Affairs Commission, CAC, suspending all statutory meetings.
Meristem Registrars, reportedly recruited to replace the official registrar Greenwich Registrars, pulled out before the meeting commenced, citing its illegality and promising to seek legal redress.
In its July 24 letter to the company, the SEC reaffirmed that the AGM scheduled for July 25 must not proceed, citing ongoing regulatory intervention and a court order directing parties to maintain the status quo.
Signed by Executive Commissioner Legal and Enforcement, Frana Chukwuogor, the letter read:
“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. This directive is issued to ensure strict compliance with regulatory oversight and judicial pronouncements.”
The SEC described TCN as a public interest entity with a duty to uphold law and order, warning that any violation of its directive would not be tolerated.
Also on July 24, the CAC issued a corresponding letter signed by Terver Ayua-Jor, reiterating the Federal High Court’s order in Suit No. FHC/L/MISC/760/2025 that parties should refrain from taking any action that could jeopardise pending litigation.
It directed the company to suspend the AGM “in the interest of the company and the general public.”
TCN has been at the centre of a prolonged shareholder crisis linked to its parent company, Ikeja Hotel Plc (IHPLC), and its affiliates.
In 2017, the SEC stepped in and appointed an Interim Board led by Chief Anthony Idigbe, SAN, to restore order, carry out a forensic audit, and implement governance reforms.
Findings from the Deloitte-led audit uncovered financial irregularities, including unauthorised share sales, non-payment of rent by Ibru factions and Stanbic IBTC Bank, and deliberate undervaluation of shareholder loans.
As part of its intervention, SEC directed the recovery of share sale proceeds, restatement of IHPLC’s indebtedness, and mandated the Alex Ibru faction to repurchase IHPLC’s 12% stake in TCN and repay a N36 billion shareholder loan within six months.
The regulator also instructed a full board reconstitution with at least one-third independent directors.
Idigbe, under whose leadership TCN shares rose from 70 kobo to N32—a 3,185% increase—has faced increasing resistance from factions seeking to upend SEC directives.
A statement from his personal aide, Philomena Philips, said similar manipulation occurred in 2017 when an IHPLC board agenda was altered without his approval, prompting the appointment of PUNUKA Nominees (now OOT Nominees) as Company Secretary.
The statement dismissed claims of Idigbe’s removal as chairman, calling it a resort to self-help by disgruntled shareholder groups.
It reaffirmed his commitment to resolving the IHPLC crisis, saying he “remains focused on concluding the national duty and service” that began in 2017.
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