Nigeria’s Securities and Exchange Commission (SEC) has directed capital market operators and investment platforms to immediately cease all marketing, promotion and solicitation activities related to a purported initial public offering (IPO) by Dangote Petroleum Refinery & Petrochemicals FZE, warning that no such offer has been filed with or approved by the regulator.
In a public notice issued on June 23, the Commission expressed concern over what it described as an “unwholesome and manipulative exercise” involving the circulation of advertisements, flyers, digital banners and targeted electronic messages inviting investors to subscribe to an anticipated public offering by the refinery.
According to the SEC, it has neither received nor approved any application for the registration of an IPO or public offering of shares by Dangote Petroleum Refinery & Petrochemicals FZE.
The regulator warned that the ongoing promotional activities could mislead investors, distort the price discovery process, create information asymmetry among market participants and undermine confidence in Nigeria’s capital market.
Immediate Directives to Market Operators
The SEC ordered all Registered Capital Market Operators (CMOs), digital investment platforms and other market stakeholders to immediately:
– Stop publishing, reposting, distributing or promoting any material relating to the purported acquisition or allocation of shares in the refinery.
– Remove all unauthorized promotional materials from websites, social media platforms and messaging groups within 24 hours.
– Cease accepting deposits, commitments, account openings or expressions of interest connected to the purported offering.
– Reverse and refund all funds already collected from investors in relation to the offering within 24 hours.
– Refrain from any form of pre-marketing or solicitation activities without prior approval from the Commission.
The regulator emphasized that invitations encouraging investors to create accounts, pre-fund subscriptions or secure guaranteed allocations before regulatory approval constitute market manipulation and are serious violations of the Investments and Securities Act (ISA), 2025.
Regulatory Concerns
The SEC noted that public offerings can only be marketed after the Commission has reviewed and approved all required documentation, including the prospectus, in accordance with the provisions of the ISA 2025.
The Commission also expressed concern about the involvement of some licensed market operators in the unauthorized promotional activities, stressing that registered operators have a responsibility to uphold market integrity and investor protection standards.
The SEC advised investors to rely solely on official communications from the Commission regarding any public offering and cautioned against responding to unofficial investment solicitations.
The regulator reiterated that only SEC-approved and properly registered offerings can be promoted to the investing public and warned that violations of the Investments and Securities Act, 2025 could attract administrative, monetary and other regulatory sanctions.
The Commission added that should it receive and approve any future application relating to a public offering by Dangote Petroleum Refinery & Petrochemicals FZE, such approval would be formally communicated through official regulatory channels.
