SEC disowns purported AGM of Tourist Company of Nigeria

… reaffirms regulatory oversight

The Securities and Exchange Commission (SEC) has disowned the purported Annual General Meeting (AGM) of the Tourist Company of Nigeria (TCN) Plc held on July 25, 2025, warning that any resolutions passed at the meeting are null and void.

In a public notice issued on Monday, the Commission condemned recent actions by some majority shareholders of TCN, who allegedly convened the meeting in defiance of a suspension order issued by the SEC.

The Commission said the meeting also resulted in unauthorised changes to the company’s board, including the removal of SEC-appointed interim directors and the board secretary, moves it described as illegal and disruptive.

The Commission noted that its intervention in the Tourist Company of Nigeria, including the appointment of two interim independent directors, was aimed at preserving the company’s status as a going concern and safeguarding the interests of all shareholders, particularly minority investors. It added that the intervention had already yielded stability and a rebound in the company’s share value before the recent disruptions.

“The Commission, pursuant to its core mandate under the Investments and Securities Act, 2025, had taken regulatory steps including appointing two Interim Independent Directors into the Board of TCN Plc to ensure its survival as a going concern and to protect the interest of all shareholders especially those whose holdings cannot give them access to the Management and control of the company.

“The recent steps taken by the majority shareholders are poised to thwart the gains already made by the said regulatory intervention, which had brought stability into the company and returned its shares to positive values.

“The Commission, by this notice, informs the general public and all stakeholders that TCN Plc remains under the Commission’s regulatory involvement. The Commission does not recognise the purported Annual General Meeting (AGM) of TCN Plc of July 25, 2025 held in clear disregard of an express directive from the Commission and in contravention of extant laws governing such meetings. The Commission shall accordingly discountenance any resolution passed in the said meeting until all legacy issues are fully resolved.

“The Board of TCN Plc remains as constituted prior to the purported AGM, and the SEC-appointed independent directors would remain on the Board of TCN Plc to ensure good governance, stability, the protection of minority investors, and to ultimately maintain an orderly and fair market”, the SEC stated.

Emphasising its statutory mandate under the Investments and Securities Act, 2025, SEC assured stakeholders that it remains committed to investor protection and market discipline.

The Commission vowed to deploy all legal mechanisms available to enforce its directives and uphold the integrity of the capital market.

“All stakeholders and the investing public should be guided accordingly,” the notice added.

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