SEC orders immediate halt to Dangote Refinery IPO promotions, demands investor refunds

Nigeria’s capital market regulator, the Securities and Exchange Commission, has directed all capital market operators to immediately halt the promotion and solicitation of investments linked to a purported initial public offering (IPO) by Dangote Petroleum Refinery & Petrochemicals FZE, warning that no such offer has been approved.

The directive follows the circulation of advertisements, flyers, digital banners and electronic messages across social media platforms and investment networks promoting what was presented as an upcoming public share offer by the refinery.

The development comes weeks after Aliko Dangote, President of the Dangote Group, indicated that the refinery planned to launch an IPO in September amid growing investor interest in the company.

However, in a public notice issued on Tuesday, the SEC clarified that it had neither received nor approved any application for the registration of an IPO or public offer of shares by the refinery.

According to the commission, some registered capital market operators have gone beyond mere publicity by actively soliciting advance subscriptions and encouraging prospective investors to commit funds ahead of any regulatory clearance.

“No application for the registration of an IPO or public offer of shares of the Refinery has been filed with or approved by the Commission,” the regulator stated.

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The SEC warned that the ongoing promotional activities could mislead investors, create unrealistic market expectations and undermine confidence in the integrity of Nigeria’s capital market.

The commission further described the campaigns as a form of market manipulation, particularly where investors are being encouraged to create accounts, pre-fund investment wallets or seek guaranteed share allocations in anticipation of a public offer that has not received regulatory approval.

As part of its enforcement measures, the SEC ordered all registered capital market operators, including stockbrokers, investment advisers and digital investment promoters, to immediately stop publishing, sharing or distributing any materials related to the purported acquisition or allocation of shares in the refinery.

The regulator also directed operators to remove all unauthorised promotional content from websites, social media platforms such as X, LinkedIn, Instagram and Facebook, as well as messaging groups, within 24 hours of the notice.

In addition, the commission instructed market operators to cease accepting deposits, commitments, account-opening requests or expressions of interest tied to the alleged offering.

The SEC further ordered that all funds already collected from investors in connection with the purported IPO be refunded within 24 hours.

The commission warned that any operator found violating the directive would face sanctions under the provisions of the Investments and Securities Act (ISA) 2025 and other applicable regulatory rules.

Investors were advised to rely solely on official communications released through approved SEC channels and to disregard invitations to participate in any “pre-IPO” placement linked to the Dangote refinery.

The regulator assured the investing public that if the refinery eventually files an application for a public offering and obtains regulatory approval, a duly authorised prospectus would be published in accordance with the requirements of the ISA 2025, ensuring transparency and investor protection throughout the process.