Kayode Tokede 

The minority shareholders of Tourist Company of Nigeria Plc (TCN) have commended the Securities and Exchange Commission (SEC) for its principled stance in overseeing the company.

The minority shareholders, who account for over 4,000 members of the company, said the failure of the Alex Ibru group to complete the buyout of Ikeja Hotel Plc led to the current deadlock. 

They said they had for years been at the short end of the stick due to family disputes and boardroom politics impacting their stakes in the publicly listed company.

According to them, the situation was almost without solution, with no dividend paid for so many years, until the regulatory intervention of the SEC seven years ago, which halted the affairs of TCN “from the spiralling loss, and lack of accountability before this intervention, which was welcomed by the minority shareholders”.

The minority shareholders, in a statement by a shareholder of Ikeja Hotel Plc and Chairman, Zonal Shareholders Mobilisation Committee for Annual General Meetings, Dr Olatunde Okelana, DFIJP, said regardless of whether the Alex Ibru group has now acquired over 80 per cent equity in TCN, the company still has 4,991 shareholders and retains its status as a public company (Plc).

On the way out, the minority shareholders said: “If the Alex Ibru group desires sole control of TCN, the proper and responsible course of action is to make an open and fair offer to buy out the remaining shareholders and take the Company private, just as 11 Hospitality Limited did with Capital Hotels Plc and in line with the SEC directives.”

The statement reads in part: “It is not in dispute that the Alex Ibru group holds a majority shareholding in The Tourist Company of Nigeria Plc (TCN). 

“However, their conduct suggests a belief that, by their majority control, other stakeholders, particularly Ikeja Hotel Plc and the investing public, can be disregarded. 

“This posture appears to stem from their significant interests in both TCN and Ikeja Hotel Plc, leading them to assume they can act with impunity in both companies without accountability.

“What the Alex Ibru group also failed to disclose is the existence of a N36 billion shareholder loan owed to Ikeja Hotel Plc, a loan funded by the investing public in Ikeja Hotel, which Chief Anthony Idigbe, SAN, and Alhaji Abatcha Bulama were appointed to represent on the Board of TCN.

“They seem to overlook the fact that Ikeja Hotel Plc is a publicly listed and regulated entity, whose equity investment and substantial shareholder loan to TCN must be disclosed under the listing rules of the Nigerian Exchange Ltd and are subject to oversight by both the Nigerian Exchange and the Securities and Exchange Commission (SEC).

“As such, it remains subject to the full regulatory authority of the SEC, independently of any special regulatory intervention. 

“Public companies do not lose their public character merely because they are delisted from the Exchange or because a majority shareholder emerges.”

The minority shareholders faulted a suit by the Alex-Ibru group challenging the SEC’s findings and directives.

“SEC Findings and Directives of June 27, 2025, on the Deloitte forensic investigation were a natural outcome of the SEC regulatory process.

“It amounts to an abuse of process for a party that has fully participated in a regulatory process to resort to court challenging the existence of the process.

“The Alex Ibru group clearly does not understand governance as they have equated shareholder control with governance and cited the Chairman’s lack of shareholding to mean disqualification to serve on the Board.

“This is against corporate governance principles and international best practice, which dictates that board Chairpersons be Independent Non-Executive Directors with 0.01 per cent or zero per cent shareholding as the threshold for independence.

“The Chairman is a professional, corporate governance expert and learned silk delivering on his mandate from the SEC to break the management deadlock and restore the companies to profitability and corporate governance best practice, a feat at which he has been largely successful.

“Indeed, Nigerian law requires that 30 per cent of the board be independent non-executive directors, and in some countries, the requirement is that they be the majority. The reason is to prevent the owner mentality which the Oma/RFC/Alex Ibru group have betrayed. 

“It is imperative to highlight that majority shareholding does not empower such shareholders to take control of the Board to the exclusion of the minority.”

The minority shareholders stated that the Alex Ibru group, in their press release, failed to disclose that in their action against Chief Anthony Idigbe and the Company Secretary, PUNUKA Nominees Ltd, in suit FHC/L/CS/260/2023 between Omamo Investments Corporation v. TCN & Ors, the names of the Chairman and Company Secretary were struck out as no reasonable cause of action was disclosed against them.

The statement adds: “Chief Anthony Idigbe also strongly disclaims the allegation of demanding a payout running into hundreds of millions of naira and is advised to take necessary steps to preserve his name and legacy.”

The minority reiterated that SEC’s regulatory oversight is not limited to TCN alone but extends to Ikeja Hotel and its investee companies, including both TCN and Capital Hotels Plc.

Urging the Alex Ibru group to buy out the remaining shareholders if it desires sole control of TCN, the minority shareholders said trying to sideline them will not work.

“This current approach is more reflective of an investor attempting to punch above its financial and operational capacity, while risking the long-term viability of a national hospitality asset that they appear ill-prepared to adequately fund or revive.

“Nonetheless, the minority shareholders thank the SEC for its principled stance and ongoing efforts to protect shareholder interests in TCN and urge the Commission to continue its oversight until proper corporate governance and shareholder equity are fully restored,” the statement added.

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