Lagos, Nigeria – 29 July 2025

The attention of the board of directors of Tourist Company of Nigeria Plc (TCN) has been drawn to several press statements issued by its former chairman and former board member – Chief Anthony Idigbe, SAN – and press releases and statements issued by the Securities and Exchange Commission (SEC).

TCN, a company majority-owned by the Alex Ibru family, wishes to clarify ongoing governance matters, affirm its adherence to shareholder rights and court orders, and correct public misconceptions surrounding board representation and regulatory engagement.

Recent attempts by certain interim directors of IHP – Chief Anthony Idigbe, SAN, and Alhaji Abatcha Bulama – to retain control of the board of TCN without any equity stake in the company have raised serious governance and legal concerns. Both individuals were originally appointed for a limited term and have exceeded their mandate without shareholder approval.

Let it be made clear that TCN is not under any regulatory action of SEC, neither was an interim board appointed by SEC for TCN or either Chief Anthony Idigbe, SAN or Alhaji Abatcha Bulama in anyway appointed onto the board of TCN by SEC, a fact admitted by both Chief Anthony Idigbe, SAN and Alhaji Abatcha Bulama, in a witness statement filed on their behalf in Suit No: FHC/L/CS/858/2023 between Oma Investments Limited v. Tourist Company of Nigeria PLC & 9 Ors.

Background

In 2015, Chief Anthony Idigbe, SAN, and Alhaji Abatcha Bulama were appointed as interim directors for a three-month period at Ikeja Hotel Plc (IHP), under a settlement agreement overseen by the Securities and Exchange Commission (SEC).

The letters of appointment of both Chief Anthony Idigbe SAN and Alhaji Abatcha Bulama into the board of directors of Ikeja Hotel Plc reads as follows: 

 ‘As part of our regulatory oversight and intervention, the Commission is pleased to inform you that you have been appointed as interim independent non-executive director of the interim board of Ikeja Hotel Plc for a period of three (3) months in the first instance.’ The two directors are to oversee the conduct of a forensic audit of Ikeja Hotel Plc and its investee companies.’ 

It is pertinent to note here that these appointments were made based. On a settlement agreement in which SEC was invited to make the appointments and appoint an audit firm to conduct a forensic audit. The settlement was to amicably resolve a dispute which ensued following allegations of financial impropriety raised against Mr. Goodie Ibru, those allegations leading to EFCC charges filed against Mr. Goodie Ibru. The forensic audit of IHP was conducted by Messrs Deloitte Nigeria, the report was submitted to SEC since 14 December 2019 and no action was taken until recently.

Despite their temporary mandate, however, both Chief Anthony Idigbe, SAN, and Alhaji Abatcha Bulama have remained on the board of IHP for over eight years.

In addition, neither Chief Anthony Idigbe, SAN, nor Alhaji Abatcha Bulama were ever appointed by SEC to the boards of TCN or Capital Hotels Plc (CHP); they were nominated to both boards by IHP. However, they continue to claim SEC authority over these two companies.

Disputed Asset Sales

While serving as Chairman of CHP, Chief Idigbe oversaw the sale of Sheraton Hotel Abuja to the NIPCO/11 Plc Group, the shareholders acquiescing to the sale based on the advice and explanation offered by both Chief Anthony Idigbe SAN and Alhaji Abatcha Bulama.

Following this, Chief Idigbe and Alhaji Bulama (who at the time had a working arrangement with Sun International Limited which had four representatives of the board of directors of TCN), attempted to sell the land upon which Federal Palace Hotel, (TCN’s primary asset), is located, to the same group. This effort was blocked by a Federal High Court injunction (Suit No. FHC/L/CS/260/2023) obtained by Omamo Investments Limited; a company within the Alex Ibru Group, which itself is owed over $22 million by TCN, secured by an unregistered fixed and floating charge.

The aforementioned order which was made on 21 February 2023 amongst Omamo Investments Limited versus TCN PLC, Chief Anthony Idigbe SAN, Punuka Nominees Limited, Sun International Limited and SEC is in the following terms:

“That an order of interim injunction is granted restraining the Respondents by themselves, their agents, assigns, employees, privies or others whomsoever from selling, assigning, leasing, mortgaging, charging, or in any manner alienating or transferring the title or interest in the charged property situate and lying at No 6-8 Ahmadu Bello Way, Victoria Island, Lagos, pending the hearing and determination of the motion on notice for interlocutory injunction”

It is interesting to note that prior to the obtaining of this order, a number of companies had submitted bids or expressions of interest to purchase the landed property of TCN to the TCN Board. NIPCO Plc was not one of them. However, after the bids of the initial companies which bided were opened by the board, NIPCO submitted a late bid higher than those submitted by the other three companies under circumstances which suggest that insider information had been released to it. When the attempted sale was halted by the Court order referenced above, a renewed plan to sell Federal Palace Hotel to NIPCO PLC was then initiated through Aquila Asset Management, a company engaged by both Chief Idigbe and Alhaji Bulama. Once again Oma Investments Limited reacted swiftly in filing another action in the Federal High Court (Suit No: FHC/L/CS/858/2023) where it sought injunctive reliefs which again halted the transaction.

Change in Majority Ownership

During this period, the Alex Ibru family opened reconciliatory discussions with Sun International Limited and subsequently with Mr. Goodie Ibru and purchased:

• 19.1% of TCN shares from Associated Ventures International Limited (AVI) (Mr. Goodie Ibru’s Company).

• 43.3% of TCN shares from Sun International Limited.

This action increased the Alex Ibru Group’s shareholding of TCN to 80.6%, with Chief Idigbe facilitating the AVI sale and consequently orally requesting a severance payout running into hundreds of millions of Naira for himself and Alhaji Bulama; a request the board rejected.

Despite the shareholding change, Chief Idigbe and Bulama refused to step down, claiming immunity from shareholder election processes. With the compliance of the company secretary, Messrs OOT Nominees Ltd. (formally Punuka Nominees Ltd.) – a limited liability company whose two owners and directors are Chief Anthony Idigbe, SAN and his wife Mrs Elizabeth Idigbe – neither Chief Idigbe and Alhaji Bulama were subjected to the mandatory requirement of retiring 1/3 of the Board of Directors at every Annual General Meeting (AGM) and for the retired directors to present themselves for re-election, on the basis that they were “SEC appointed directors” this despite having signed agreements subjecting themselves to AGM re-election.

Chief Anthony Idigbe, SAN and Alhaji Abatcha Bulama’s appointments to the board of TCN were confirmed in a letter dated 18 January 2019, and that letter states as follows:

“On 22nd August 2017, the Board of the Company agreed to appoint you as a non-executive director, which appointment was subsequently ratified by shareholders in general meeting. The terms and conditions of your appointment are set out in this contract.

“Your appointment may be terminated forthwith by and at the discretion of either party upon written notice to that effect to the other party. Continuation of your appointment is contingent on you remaining eligible to serve as a director in terms of the Companies and Allied Matters Act (CAMA), the Company’s memorandum and articles of association and your election or re-election/ratification, as the case may be at forthcoming Annual General Meeting (AGM).”

Both Chief Anthony Idigbe, SAN and Alhaji Bulama signed at the foot of the document indicating their acceptance of the terms.

In addition, Chief Anthony Idigbe, SAN has misled SEC, given that the current leadership was newly put in place into believing that he was SEC-appointed. The documents referenced above debunk that claim.

Governance Concerns

As noted earlier, OOT Nominees Limited, (OOT), is fully owned and controlled by Chief Idigbe and his wife. In its role as Company Secretary to the board, OOT has:

• Issued misleading communications exempting its owner and Alhaji Bulama from retirement at an AGM;

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• Authored minutes that did not reflect board deliberations; and

• Refused to provide board meeting recordings to directors, even when asked in writing. (Reference here is made to a WhatsApp request by Director Anita Ibru to Ms Lovelyn Aniekwe of OOT Nominees Ltd. on 06 July 2025, and the response of Ms Aniekwe on behalf of the Company Secretary of the same day, a conversation reported to the Board of TCN via email by Director Anita Ibru on 06 July 2025 and reiterated by Ms Aniekwe by email to Director Ibru on 15 July 2025).

The Directors were distressed on account of such an affront by a Company Secretary who is an appointee of the board. To them, this highlighted again the poor governance issues associated with having essentially the same person act as Chairman and then as Company Secretary through a Company he controls. It was also this affront to the board that led to board members at the last emergency board meeting of 22 July 2025 insisting that meeting links generated by TCN be used rather than those sent by Chief Anthony Idigbe, SAN’s company secretarial company, OOT.

At this point, Chief Anthony Idigbe, SAN, attempted to overrule all valid requests by the board, and acted in a rude and threatening manner to his fellow directors, and especially to the two female directors, whereupon a motion was validly moved to remove Chief Idigbe as Chair of the Board; five out of seven directors voted for his removal.

Erejuwa Gbadebo was then appointed by the board as acting chairman, again voted in by a majority of five with two abstaining. However, when the Company Secretary was requested by the Board to summarize what had transpired, she gave a biased account to the effect that Mrs Erejuwa Gbadebo had appointed herself as Chairman, again highlighting the inherent conflict of interest inherent in the company secretary being a subordinate of the erstwhile Chairman.

It is worth noting that directors of a company are authorized by Section 289 (4) of CAMA to appoint one of them as Chairman and to determine the duration of his tenure. Chief Idigbe was not removed as director at the said emergency meeting.

Also, given the fact that the company secretary (OOT) had been shown not to be independent and had a conflict of interest stemming from being subordinate to the same individual who was Chairman, and who now had a dispute with the majority of the Board, notice was given to OOT of the intention of the board to remove it as company secretary pursuant to Section 333 of the CAMA and an opportunity given to it to state its defence to the issues raised against them by the Board or to voluntarily resign as company secretary. The Board also took the view that given the misrepresentation of its proceedings at the EBM by the Company Secretary, it was necessary to suspend the Company Secretary pending the 7-day Notice period. Consequently, the Company Secretary was suspended, and the firm of Gbenga Biobaku & Co. (GBC) was appointed as acting Company Secretary.

SEC Directives and Judicial Review

On 27 June 2025, SEC issued its ‘Findings and Directives’ on the forensic audit from 2019, (six (6) years’ prior), primarily addressing misconduct attributed to Mr. Goodie Ibru, including:

• The unauthorised sale of the shares of Union Bank owned by Ikeja Hotel Plc,

• The diversion of shares of TCN formerly owned by the Workers Union of Ikeja Hotel PLC to AVI Goodie Ibru’s company; and

• The unauthorised collection of company monies to the tune of NGN 12 billion by Mr. Goodie Ibru and several other infractions.

Notably, SEC did not compel restitution of proceeds or address ownership claims by the Workers Union, (apparently because Toveki Limited– another Alex Ibru Group Company – had already paid for those shares), financial improprieties that had led to the report by the Alex Ibru family to the EFCC. However, SEC recommended severance payments for Mr. Goodie Ibru and a 40% haircut on shareholder loans provided by Alex Ibru family entities to Ikeja Hotel PLC.

The only infraction SEC found against the Alex Ibru family was with regard to the occupation of the penthouse on Federal Palace Hotel, rent free. Again, it is pertinent to note that this issue had been a dispute between TCN and the Alex Ibru family, with the Alex Ibru family contending that the penthouse was built with Mr Alex Ibru’s own funds on the understanding that he would stay in the said penthouse. It is also worthy of note that this matter was taken to Court by TCN in its suit against Lady Maiden Ibru and Otoke Ibru in Suit No. LD/9698GCMW/2023 wherein TCN claimed rent from the Estate of Alex Ibru.

The case was defended by the Alex Ibru family and was eventually settled leading to its dismissal by Hon. Justice Olalekan A. Oresanya. The Court Order dismissing the suit is hereby referenced.

It is not known whether the aforementioned suit was drawn to SEC’s attention by Chief Idigbe SAN, prior to SEC sending in its ‘Findings and Directives’ ordering the Alex Ibru family/Oma/RFC to pay the purported outstanding rent. Furthermore, SEC directed Oma Investments Ltd to accept a 40% discount on its shareholder loans with Ikeja Hotel PLC and issued several other directives including directing shareholders of Ikeja Hotel to enter into a shareholder’s agreement in a form approved by SEC.

These ‘Finding and Directives’ are now the subject of an action for judicial review, (Suit No. FHC/L/MISC/760/2025), before the Federal High Court Lagos which has suspended and or stayed the said regulatory orders and restrained SEC from

• Making further regulatory orders against TCN and Ikeja Hotel and;

• Interfering with the running and operations of the companies by their directors and shareholders and;

• From interfering with the rights of shareholders to retire 1/3 of the board of directors and present the said retired directors for re-election at AGMs of the companies

pending the hearing and determination of the substantive application for judicial review.

However, despite this order, SEC cancelled the AGMs and all statutory meetings of TCN and IHP. TCN proceeded with its AGM on 26 July 2025, given that SEC had been restrained from interfering with the rights of its shareholders to operate the company as they deemed fit and interfering with the rights of shareholders to retire and re-elect 1/3 of its board members at its AGMs.

2025 AGM and Director Retirement

At the AGM, the three longest-serving directors – Chief Idigbe, Alhaji Bulama, and Mr Otoke Ibru (first son of Mr Alex Ibru) – were duly retired. Only Mr Otoke Ibru was re-elected. The process was transparent, democratic, and in accordance with the Companies and Allied Matters Act (CAMA).

Chief Idigbe has since attempted to mislead SEC by presenting himself as a SEC appointee, despite signing contractual terms affirming that he was appointed by TCN based on recommendation by IHP and that his continuation as director was subject to the mandatory retirement and re-election process at AGMs.

Conclusion

The majority shareholders – who together hold 80.6% of TCN collectively – have made significant financial investments and are committed to protecting the integrity and continuity of the company’s operations. These shareholders include:

• RFC Limited (43.3%);

• Toveki Limited (19.1%);

• Oma Investment Limited (18.1%);

Chief Idigbe and Alhaji Bulama, who have no financial stake in TCN, cannot unilaterally override the collective will of the shareholders or remain on the board indefinitely.

TCN remains a law-abiding corporate entity, committed to upholding shareholder rights, regulatory transparency, and sound corporate governance.

We, therefore, call on the SEC having been appraised of the true set of facts, to recognise that the Board has acted within its rights and abided by valid court orders, to work constructively with the Board to support corporate governance based on truth, law, and due process.