SEC warns Nigerians against investing in Risevest, Stecs
The Securities and Exchange Commission (SEC) has announced that it does not recognise the purported Annual General Meeting (AGM) of Tourist Company of Nigeria (TCN) Plc held on 25 July 2025, nor any resolutions passed during the session.
In a statement on its website titled “Corporate Governance Crises in the Tourist Company of Nigeria (TCN) Plc”, the Commission revealed that the gathering was convened by majority shareholders despite an earlier suspension order issued by the regulator.
During the meeting, shareholders reportedly voted to dismiss SEC-appointed board members and the company secretary, a move the Commission insists was carried out without its authorisation or adherence to due process.
The SEC explained that the two independent directors were appointed under the Investment and Securities Act 2025 to safeguard minority shareholders and maintain stability within the company during an ongoing governance dispute.
Criticising the actions of the majority shareholders, the Commission remarked:
“The recent steps taken by the majority shareholders are poised to undermine the progress achieved through the regulatory intervention, which had restored stability to the company and returned its shares to positive values.”
All resolutions passed at the meeting have been declared void. The SEC reaffirmed that its appointed directors, including Chairman Chief Anthony Idigbe (SAN), will remain in their positions to uphold sound governance, protect minority investors, and ensure company stability.
On 24 July 2025, the SEC issued a firm order suspending the planned AGM, citing ongoing regulatory intervention and a subsisting court directive requiring the preservation of the status quo. The Commission stated:
“In view of the ongoing regulatory intervention… and the subsisting interim order of the court mandating the maintenance of status quo, you are hereby directed to postpone the scheduled AGM and any other statutory meetings indefinitely.”
Nevertheless, a group of shareholders proceeded with the meeting the next day. Reports indicate the faction is opposed to the SEC’s oversight of the company. The Commission later declared the assembly unlawful.
Meristem Registrars, which had reportedly been invited to replace the official registrar, Greenwich Registrars, withdrew before the meeting commenced, citing its illegality.
The Corporate Affairs Commission (CAC) also sent a letter signed by Terver Ayua-Jor on 25 July, reminding all parties of a Federal Government directive to refrain from actions that could interfere with ongoing court proceedings. Despite this, the meeting went ahead.
At the gathering, Chief Anthony Idigbe SAN was removed as chairman, purportedly due to retirement, along with Abatcha Bulama, the second SEC-appointed director representing Ikeja Hotel Plc. Chief Idigbe later pointed out that neither his removal nor that of Bulama was mentioned in the notice or agenda of the suspended AGM.
The AGM notice, published on TCN’s website, had scheduled the company’s 60th Annual General Meeting for 25 July at the Federal Palace Hotel & Casino, Lagos. Agenda items included the ratification of directors Ms. Anita Athena Ibru, Mr. Kofi Joseph Duncan, Mr. Andy Akporugo, and Mrs. Erejuwa Gbadebo, the appointment of BDO Professional Services as external auditors, board authority to fix auditor fees, election of audit committee members, and presentation of the audited financial statements for the year ended 31 December 2024.
Notably, the directors removed during the meeting, Chief Anthony Idigbe SAN and Abatcha Bulama, were not listed for retirement in the official notice.