By Chukwuma Umeorah
The Securities and Exchange Commission (SEC) has declared the purported Annual General Meeting (AGM) of The Tourist Company of Nigeria (TCN) Plc, held on July 25, 2025, as unlawful, stating that all resolutions passed during 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 unauthorized changes to the company’s board, including the removal of SEC-appointed interim directors and the board secretary describing the move as illegal and disruptive.
The Commission noted that its intervention in TCN, 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 recognize 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 statement added.
Emphasizing its statutory mandate under the Investments and Securities Act, 2025, SEC assured stakeholders that it remained 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.
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