The Securities and Exchange Commission (SEC) has disowned the Annual General Meeting (AGM) of The Tourist Company of Nigeria (TCN) Plc held on July 25, 2025, declaring all resolutions passed at the meeting null and void.
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In a statement issued on Monday, July 28, the capital market regulator said the meeting was convened in defiance of an explicit suspension order previously issued by the commission. It also condemned what it described as “unauthorised changes” to the company’s board, including the removal of SEC-appointed interim directors and the board secretary.
“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 statement read.
According to the SEC, the recent actions by some majority shareholders are an attempt to derail the regulatory intervention that had helped stabilise the company and return its shares to positive territory.
It warned that the July 25 AGM was held in clear violation of extant capital market regulations and directives from the commission, noting that the company remains under active regulatory supervision.
“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 of July 25, 2025, held in clear disregard of an express directive from the commission and in contravention of extant laws governing such meetings.”
It added that the existing board of TCN, including the SEC-appointed interim directors, remains valid and subsisting.
The SEC assured stakeholders of its continued commitment to investor protection, good corporate governance, and market stability. It further pledged to take all legal steps necessary to enforce compliance and preserve the integrity of the capital market.
“All stakeholders and the investing public should be guided accordingly,” the commission stated.
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