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SEC warns tourist company shareholders against changing commission-backed board

SEC to shareholders: You can now claim up to 12 years of unpaid dividends SEC to shareholders: You can now claim up to 12 years of unpaid dividends

The Securities and Exchange Commission (SEC) has warned shareholders of the Tourist Company of Nigeria (TCN) against making unlawful changes to the company’s board.

In a statement on Monday, the SEC said it has been monitoring “disturbing developments” at TCN, including the decision by some shareholders to proceed with the company’s annual general meeting (AGM) which was suspended by the commission.

The commission said resolutions passed at the meeting, including the removal of SEC-appointed members of the board and the company’s board secretary, contravene extant regulations.

“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 reads.

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“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.”

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‘TCN BOARD REMAINS UNCHANGED’

The commission said it would disregard any resolution passed during the meeting until all legacy issues are fully resolved.

SEC added that the board of TCN remains unchanged from its composition before the purported AGM, and that SEC-appointed independent directors would continue to serve in their roles to ensure stability, protect minority investors, and to ultimately maintain an orderly and fair market.

The commission said it remains committed to the rule of law and will deploy every legal tool available to enforce its regulatory mandate of protecting investors and maintaining market order, urging stakeholders and the investing public to be guided accordingly.

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