SEC Invalidates Tourist Company of Nigeria Plc’s Purported AGM
…Warns Against Illegal Board Changes
By Patience Ikpeme
The Securities and Exchange Commission (SEC) has declared the Annual General Meeting (AGM) purportedly held by The Tourist Company of Nigeria (TCN) Plc on July 25, 2025, as illegitimate, stating that any resolutions arising from it are null and void.
The Commission’s strong stance follows actions by certain majority shareholders of TCN, who reportedly convened the meeting despite a direct suspension order from the SEC.
In a public notice released on Monday, the SEC condemned the conduct of these shareholders, which included unauthorized alterations to the company’s board. These changes involved the removal of SEC-appointed interim directors and the board secretary, actions the Commission deems unlawful and disruptive.
The SEC’s initial intervention in TCN, which included the appointment of two interim independent directors, was undertaken to ensure the company’s continuity and to safeguard the interests of all shareholders, particularly minority investors. This intervention had, prior to the recent disturbances, brought stability to TCN and led to an improvement in the company’s share value.
“The Commission, acting under its core mandate from the Investments and Securities Act, 2025, had taken regulatory measures, including appointing two Interim Independent Directors to 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 do not grant them access to the management and control of the company,” the statement detailed.
The SEC further stated that “The recent steps taken by the majority shareholders are poised to undermine 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 advises the general public and all stakeholders that TCN Plc remains under its regulatory oversight. The SEC does not recognize the purported AGM of TCN Plc of July 25, 2025, which occurred in defiance of a clear directive from the Commission and in violation of existing laws governing such meetings. Consequently, the Commission will disregard any resolutions passed at the said meeting until all outstanding issues are fully resolved.
The Board of TCN Plc remains as it was constituted prior to the purported AGM. The SEC-appointed independent directors will continue their roles on the Board of TCN Plc to maintain good governance, stability, protect minority investors, and ultimately ensure an orderly and fair market.
The SEC, in upholding its statutory mandate under the Investments and Securities Act, 2025, assures stakeholders of its unwavering commitment to investor protection and market discipline.
The Commission said it is prepared to employ all available legal mechanisms to enforce its directives and preserve the integrity of the capital market.
All stakeholders and the investing public are advised to be guided accordingly.
