The Securities and Exchange Commission (SEC) of Nigeria has disowned the purported Annual General Meeting (AGM) of Tourist Company of Nigeria (TCN) Plc held on July 25, 2025, declaring any resolutions passed at the meeting as null and void.
In a public notice issued on Monday, the commission condemned recent actions by certain majority shareholders of TCN, who allegedly convened the meeting in defiance of a suspension order previously issued by SEC. The regulator further asserted that the contested meeting resulted in unauthorised changes to the company’s board, including the illegal removal of SEC-appointed interim directors and the board secretary. SEC described these moves as both illegal and disruptive to the stability it had sought to restore within the company.
SEC’s intervention in the Tourist Company of Nigeria, including the appointment of two interim independent directors, was initially undertaken with a clear mandate to preserve the company’s status as a going concern and to safeguard the interests of all shareholders, particularly vulnerable minority investors. The commission noted that its intervention had already yielded positive results, bringing stability to the company and returning its shares to positive values before the recent disruptions by the majority shareholders.
“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,” SEC stated. It added that 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.
SEC’s notice leaves no room for ambiguity regarding its position. “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 statement read. Consequently, SEC declared that it shall accordingly discountenance any resolution passed in the said meeting until all legacy issues are fully resolved.
Furthermore, the regulator affirmed the continuity of the pre-existing board structure. “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,” SEC stated.
Emphasising its statutory mandate under the Investments and Securities Act, 2025, SEC assured stakeholders that it remains firmly 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 concluded.
