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SEC warns against unapproved Dangote refinery IPO promotions

Nigeria’s Securities and Exchange Commission has cautioned the public against the sale, promotion, or marketing of any purported Initial Public Offering by Dangote Petroleum Refinery & Petrochemicals FZE through any capital market channel, stating that no application for such an offer has been submitted to or approved by the Commission.

In a public notice issued on Tuesday, the SEC expressed concern over the participation of certain Registered Capital Market Operators in what it described as an “unwholesome and manipulative exercise.”

The market regulator said it had observed the circulation of advertisements, flyers, digital banners, and targeted electronic mails across social media platforms and investment channels inviting members of the public to subscribe to the anticipated public offering by the refinery.

According to the Commission, no application has been submitted for the registration or approval of an IPO or any public offer by Dangote Petroleum Refinery & Petrochemicals FZE.

The SEC therefore urged investors and the general public to disregard any solicitation, advertisement, or communication relating to the purported offer, warning that participation in unapproved capital market activities could expose investors to significant risks.

The SEC stated that all Registered Capital Market Operators, digital investment platforms, and other market stakeholders should note that no application for the registration of an Initial Public Offering (IPO) or public sale of shares by Dangote Petroleum Refinery & Petrochemicals FZE has been submitted to or approved by the Commission.

According to the regulator, the ongoing pre-marketing activities have the potential to:

Misleading investors and creating false market expectations.
Distorting the price discovery process and market integrity.

Creating information asymmetry among market participants.
Undermining investor confidence in Nigeria’s capital market.

The Commission directed all Registered Capital Market Operators to immediately halt the publication, redistribution, or promotion of any material relating to the purported acquisition or allocation of shares in Dangote Petroleum Refinery & Petrochemicals FZE.

It also ordered operators to remove all unauthorised promotional content from their websites, social media platforms, and messaging channels within 24 hours of the notice.

In addition, the SEC instructed market operators to stop accepting deposits, commitments, account registrations, or expressions of interest connected to the purported offering.

The Commission further directed all operators to refund and reverse any funds already collected from investors in connection with the purported offering within 24 hours.

It also instructed market participants to refrain from engaging in any form of pre-marketing, promotion, or solicitation activities without obtaining prior approval from the SEC.

The regulator warned that invitations urging investors to “create accounts,” “pre-fund,” or “secure guaranteed allocations” for the proposed offer constitute market manipulation and amount to serious breaches of the Investments and Securities Act (ISA), 2025.