Removal of TCN directors invalid, violates SEC directive –Idigbe

Idigbe

By Chukwuma Umeorah

 

Dr. Anthony Idigbe (SAN), Chairman of Tourist Company of Nigeria (TCN) Plc, has rejected the legitimacy of his alleged removal and that of fellow director, Alhaji Abatcha Bulama, insisting that their purported removal was not part of the agenda for the company’s cancelled Annual General Meeting (AGM) or the preceding board meeting.

In a statement issued on Sunday through his Personal Assistant, Philomena Philips, Dr. Idigbe stated that the AGM scheduled for July 25, 2025, had been cancelled by regulatory authorities namely the Securities and Exchange Commission (SEC) and the Corporate Affairs Commission (CAC) through letters dated July 24, 2025, citing a subsisting court order mandating the maintenance of status quo due to ongoing litigation.

Despite the regulators’ directive,, Idigbe claimed that a faction of the TCN board went ahead with the ‘cancelled meeting’ where key board changes, including the removal of directors, were announced. Idigbe described the actions as lacking legal foundation.

“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 at a purported AGM despite the cancellation of the AGM by the regulators,” the statement read.

According to him, the emergency board meeting held on July 22 was strictly convened to review the SEC’s forensic audit findings and did not include director removal on its agenda.

“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. The removal of the chairman was not on the agenda. The chairman closed the meeting when the meeting became rowdy. The items on the agenda were not discussed.”

Idigbe, who was appointed under a regulatory settlement between disputing shareholders of Ikeja Hotel PLC (IHPLC), the majority owner of TCN, noted that the company remained under SEC supervision. He emphasized that the SEC’s 2017 intervention aimed at resolving governance impasses had yielded positive results.

“Chief Idigbe is proud of the work he, the board, and management have done over the years, leading to the share price moving from 70 kobo in 2017 to NGN 23 last week, creating over 3,000 per cent in value for the shareholders. The cash reserves of IHPLC over the period have grown from negative to over NGN20 billion.” He linked the current boardroom dispute to the recent release of SEC’s forensic audit findings by Deloitte on June 27, 2025. He alleged that the group behind the purported AGM had challenged the SEC’s position in court and were now acting outside due process.

“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.”

The statement questioned the authenticity of the notice and agenda for the cancelled AGM, alleging discrepancies in signature and content.

“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. 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.”

He further reiterated that the removal of the SEC-appointed directors was not on the published agenda and accused the opposing faction of manipulating public opinion.

“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 ongoing dispute, Idigbe reaffirmed his commitment to finalizing the regulatory reconciliation process within IHPLC, calling the recent attempts a distraction from the broader objective of restoring corporate governance and stability within the group.

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