By Stephen Simon
The Securities and Exchange Commission (SEC) has directed all capital market operators to immediately cease the promotion and marketing of a purported initial public offering (IPO) by Dangote Petroleum Refinery and Petrochemicals FZE, warning that it has neither received nor approved any application for such an offer.
The directive was contained in a public notice issued on Tuesday following the circulation of advertisements, flyers, digital banners and targeted electronic messages promoting what was presented as a public share offering by the refinery.
According to the commission, it became aware of the promotional materials circulating across social media platforms and investment channels and expressed concern over the participation of some registered capital market operators in the exercise.
The SEC described the ongoing pre-marketing campaign as an “unwholesome and manipulative exercise,” noting that some operators were actively soliciting advance subscriptions and expressions of interest from investors for an offer that had not been filed with or approved by the regulator.
“The Securities and Exchange Commission has banned the marketing and promotion of a purported initial public offering by Dangote Petroleum Refinery & Petrochemicals FZE, warning that no application for such an offer has been filed with or approved by the regulator,” the commission stated.
The regulator warned that the activities could mislead investors, distort market expectations and undermine confidence in the Nigerian capital market.
It added that invitations encouraging investors to create accounts, pre-fund investments or secure guaranteed share allocations amounted to market manipulation and constituted a serious violation of the Investments and Securities Act (ISA) 2025.
Consequently, the commission directed all registered capital market operators, including stockbrokers and digital investment platforms, to immediately stop publishing, reposting or distributing any promotional materials relating to the acquisition or allocation of shares in the refinery.
Operators were also ordered to remove all unauthorised marketing materials from their websites, social media accounts and messaging platforms within 24 hours.
In addition, the SEC instructed operators to stop accepting deposits, commitments, account openings or expressions of interest from investors in connection with the purported offer.
The regulator further directed any operator that had already collected funds from investors in relation to the alleged IPO to reverse the transactions and refund such funds within 24 hours.
The commission warned that any operator that fails to comply with the directive would face sanctions in line with the provisions of the Investments and Securities Act 2025 and the SEC Rules and Regulations.
It also advised investors to exercise caution and rely solely on official communications issued through approved regulatory channels.
“All such high-pressure marketing tactics, or transfer of funds to any operator for ‘pre-IPO’ placement, should be ignored as they did not receive the commission’s approval,” the notice stated.
The SEC assured investors that if it eventually receives and approves an application for a public offering by Dangote Petroleum Refinery & Petrochemicals FZE, an approved prospectus would be made available to the public in accordance with the law.
The development comes amid growing market interest in the Dangote Refinery.
Earlier reports indicated that the Dangote Group plans to sell a 10 per cent stake in its $20 billion, 650,000-barrel-per-day refinery through what has been described as a landmark Pan-African IPO expected in 2026.
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