Following his removal by some shareholders of Ikeja Hotels Plc owners of Sheraton Hotel last week, Mr. Goodie Ibru has declared that he remains the chairman of the company.
Speaking to journalists at the weekend, Ibru maintained that he remained the chairman of the board of directors of the firm, declaring last week’s extraordinary general meeting (EGM) outside the premises of a subsidiary of Ikeja Hotels, Sheraton Hotel, Ikeja, Lagos, which announced his removal, null and void.
Ibru, who said he would challenge his purported removal in court, stated: “In the first place, the so-called EGM was not properly convened. We have over 14,000 shareholders, none of whom was issued with the notice required by Sections 220-222 of CAMA (Companies and Allied Matters Act), nor were they afforded the opportunity to appoint proxies to vote in their stead.”
According to him, a purported notice was published in the newspaper, noting, however, that the notice was not sufficient.
Ibru explained that not only was he not personally served with a notice of intention to remove him, he was also not given the opportunity to make a statement in his defence, which he said were his rights under CAMA.
“In fact, this purported EGM amounted to an illegality upon illegitimacy with such reckless disregard for due process as to scandalise anyone with even the most passing familiarity with the capital market.
“More seriously, the requisitionists sought to hold their meeting in contempt of not one but two restraining orders from Nigerian courts,” he said.
Although the shareholders said they decided to remove Ibru because the company had been performing poorly and had not paid dividends in the last few years, Ibru faulted these claims, saying the company was doing well and there was no issue of poor management.
“There has been no problem with the company. We are very proud of the company. This hotel was the first international privately owned hotel in Nigeria.
“And we had support from high profile international institutions like the International Finance Corporation (IFC) and Nigerian Industrial Development Bank (NIDB), which is now Bank of Industry (BoI). They were proud of this hotel as their flagship investment. The structure of the company remains strong,” he said.
Ibru said the only problem the company has is that of under-capitalisation, explaining that efforts to bring in fresh capital of about $35 million in the form of equity and debt were frustrated.
“Yes, we do have a challenge which is under-capitalisation. The company is grossly under-capitalised. We are talking about N2 billion. But that is peanuts for a company that has an interest in Federal Palace Hotel and controlling interest in Abuja Sheraton Hotels.
“We are not paying dividends because we are not making profits but because our profits have been used as responsible organisation to meet our debt obligations. But that does not mean the company is losing money. The company is still making a profit.
“There is no year that we have declared a loss. But a time came when we said we must shore up the capital base of the company. And that was when we approached Salt Capital, a private equity company based in the United States.
“The company would have brought in $10 million in cash and $35 million as a loan, which would have helped to shore up our capital base and assist to a very large extent, our refurbishment programme that is on-going.
“But the sad thing is that after we carried everybody along on the need to bring in capital by way of private placement and rights issue, at the eleventh hour it was scuttled. The hotel is being refurbished and the money is coming from internally generated money,” Ibru explained.
He assured stakeholders that the ongoing dispute would not affect the day-to-day operations of the company.
“We separated the management of the company from the ownership. We contracted the management to a very reputable international hotel management group, Sheraton.
“Irrespective of any contest between the owners, the hotels are still running. That is the beauty of it. So any contest among the owners does not affect the business,” he said.
Some shareholders of the company had on Tuesday conducted an EGM outside the premises of the hotel and passed all the resolutions for the EGM through a poll. At the end of the voting, 53.34 per cent of the company’s shareholders voted for the resolutions.
Consequently, Ibru was voted out as the chairman of the company. Apart from his ouster, other resolutions passed at the EGM included: the appointment of Mr Olumide Braithwaite and Mr. Tunde Sarumi as directors of Ikeja Hotels Plc; the appointment of the audit firm KPMG Nigeria Limited, for the purpose of carrying out a forensic audit of the company from 1999 to 2014; and a forensic audit of the share register and verification of the funding and payment for the shares of the company by shareholders, directly or indirectly, and of shares that amount to two per cent or more of the company's issued share capital.
Although Ibru was absent at the meeting, two directors – Mr. Rasheed Olaoluwa, who represented the interest of BoI which holds 13.1 per cent in the company and Fadeke Alamatu who is the alternate to Oba Otudeko – were present.
Speaking at the EGM, Olaoluwa said since a quorum had been formed, the shareholders had adhered to the provisions of Section 240(1) and (2) of CAMA to conduct the meeting.
Speaking on the validity of the EGM, Braithwaite had said the shareholders acted within the provisions of the law so as to save their investments in Ikeja Hotels Plc.
He said the order procured from Abuja was null and void, saying it was a clear abuse of court process.
Source: CKN Nigeria
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