THE Securities and Exchange Commission (SEC) has rejected the Annual General Meeting (AGM) of The Tourist Company of Nigeria (TCN) Plc held on July 25, 2025, declaring resolutions passed at the meeting null and void.
The apex regulator disowned the AGM in a statement on Monday, July 28.
The SEC said it condemned recent actions by some majority shareholders of the TCN, who allegedly convened the meeting in defiance of a suspension order iit had issued.
According to the regulator, the meeting also resulted in unauthorised changes to the company’s board, including the removal of SEC-appointed interim directors and the board secretary.
It described all actions taken by the TCN during the meeting as illegal and disruptive.
“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 SEC said.
The commission had on July 24 directed TCN to halt its planned AGM for July 25.
This followed the commission’s action in February 2017 to take a regulatory action on the company and the appointment of directors by SEC to the board.
In its statement on Monday, the SEC noted its intervention in TCN, including the appointment of two interim independent directors.
This, it said, was aimed at preserving the company’s status as a going concern and safeguarding the interests of all shareholders, particularly minority investors.
“The Commission, by this notice, informs the general public and all stakeholders that TCN Plc remained 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 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 before 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,” it added.
The commission assured stakeholders that it remained committed to investors protection and market discipline, emphasising its statutory mandate under the Investments and Securities Act, 2025.
It 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 SEC stated.