• Declares board of TCN remains as constituted prior to purported AGM

• Says purported meeting held in clear disregard of express directive from commission and in contravention of extant laws governing such meetings

In a swift move to nip the brewing crisis in the Tourist Company of Nigeria in the bud, the Security and Exchange Commission (SEC), has rejected the purported Annual General Meeting of July 25, 2025 where resolutions altering the TCN board composition were passed.

In a statement on Monday, SEC, the government agency mandated to regulate and develop the Nigerian capital market, said the purported AGM was held in clear disregard of express directive from the commission and in contravention of extant laws governing such meetings.

The statement said the commission would accordingly discountenance any resolution passed in the said meeting until all legacy issues were fully resolved.

By the rejection of the resolutions of the purported AGM, the commission has therefore affirmed the board composition of the TCN under the leadership of Dr. Anthony Idigbe (SAN).

The commission recalled that pursuant to its core mandate under the Investments and Securities Act, 2025, it 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.

Noting the purported removal of the SEC-appointed members of the Board and the Board Secretary without recourse to the Commission, it said the “recent step taken by the majority shareholders is 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.”

While discountenancing the resolutions passed at the purported AGM, the commission said “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.”

Earlier, some reports had asserted that the board of TCN had announced a major shake-up in its leadership structure, removing Idigbe (SAN) and appointing Mrs Erejuwa Gbadebo as the new chairperson of the board.

But Idigbe had insisted that his alleged removal as chair as well as retirement and removal as a director together with Alhaji Abatcha Bulama, the other SEC-appointed director and representative of Ikeja Hotel Plc (IHPLC) at the purported Annual General Meeting (AGM) of the TCN allegedly held on July 25, 2025 at Federal Palace Hotel Victoria Island was without basis.

The SEC statement read:

“The Securities and Exchange Commission (the Commission) has keenly followed recent disturbing developments in The Tourist Company of Nigeria Plc (TCN) championed by some majority shareholders in the company.  These developments include purportedly proceeding with an Annual General Meeting which was suspended by the Commission, and passing resolutions altering the Board composition by purportedly removing SEC appointed members of the Board and the Board Secretary without recourse to the Commission.

“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 is 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 Commission remains a law-abiding agency and would accordingly use all legal machinery at its disposal to uphold its regulatory mandate of investor protection and ensuring market discipline.

“All stakeholders and the investing public should be guided accordingly.”

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