The Securities and Exchange Commission has dissociated itself from the purported Annual General Meeting of Tourist Company of Nigeria Plc held on July 25, 2025, declaring that the company remains under its regulatory oversight.
In a public notice issued on Monday, the Commission stated that any resolutions passed at the meeting, including the removal of interim directors and the appointment of a new board, are null and void.
It described the actions by some majority shareholders who convened the meeting as a clear violation of a suspension order earlier issued by the SEC, adding that such moves undermine ongoing efforts to stabilise the company.
“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 notice read.
“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.
It further reaffirmed that the board of Tourist Company remains as constituted before the purported meeting, with SEC-appointed interim directors still in place.
The Commission explained that its intervention in the company was aimed at protecting all shareholders, particularly minority investors, and restoring market confidence, noting that stability had returned to the company prior to the recent disruptions.
Reiterating its statutory powers under the Investments and Securities Act, 2025, the SEC vowed to deploy all legal means necessary to enforce its directives and uphold market integrity.
