TCN Secretary denies authorizing AGM Notice Amendments amid legal dispute

OOT Nominees Limited, the Company Secretary for The Tourist Company of Nigeria Plc (TCN) appointed by the Securities and Exchange Commission (SEC), on Friday, denied authorizing any amendments to the Annual General Meeting (AGM) notice issued on July 1.

The denial came as a purported AGM faced legal challenges.

Counsel Lovelyn Aniekwe stated that the signature and agenda of the original notice differed from those presented at the meeting, with unauthorized items like the re-election of three directors added.

OOT Nominees plans to pursue legal action against what it calls an illegal alteration of its notice. The meeting proceeded despite opposition from shareholders resisting SEC and Corporate Affairs Commission (CAC) oversight.

Meristern Registrars, acting as a substitute for official registrar Greemwich, withdrew before the meeting, citing its illegality.

On July 24, 2025, SEC, via Executive Commissioner Legal & Enforcement Frana Chukwuogor, directed TCN to postpone the AGM indefinitely, citing ongoing regulatory intervention and a court order to maintain the status quo.

The letter emphasized, “The TCN, being a significant public interest entity, has a duty to maintain law and order,” and mandated stakeholder notification.

CAC, in a letter signed by Terver Ayua-Jor on the same date, reinforced the court’s July 18, 2025 order in Suit No FHC/L/MISC/760/2025, calling for the indefinite suspension of the AGM.

It stated, “Your compliance with this directive is important in the interest of the company and the general public.”

SEC’s intervention stems from a 2017 shareholder conflict involving Ikeja Hotel Plc (IHPlc), Capital Hotel Plc, and TCN.

An Interim Board, chaired by Chief Anthony Idigbe (SAN), was established to oversee a Deloitte Nigeria forensic audit, which revealed financial misstatements, unauthorized share sales, and unpaid rents.

Key directives include recovering proceeds from Goodie Ibru/AVI, restating IHPLC debts, and negotiating an exit for Ibru, with rent arrears due from Ibru factions and Stanbic IBTC Bank.

Shareholder loans are to be discounted by 40%, and IHPLC must form a new board with one-third independent directors. TCN’s Alex Ibru group must buy out IHPLC’s 12% stake and N36 billion loan within six months.

Under Idigbe’s leadership, TCN’s stock rose from 70 kobo to N32, a 3,185.71% growth over eight years. His Personal Assistant, Philomena Philips, noted that in 2017, Idigbe discovered an altered agenda, leading to OOT Nominees’ appointment.

He dismissed claims of his removal as illegal self-help by dissatisfied shareholders, vowing, “to remain focused on concluding the national duty and service of resolving the IHPlc problem, which is nearing completion.”