Nigeria’s securities regulator moved to halt promotions linked to the planned initial public offering of Dangote Petroleum Refinery & Petrochemicals FZE after concluding that advance marketing campaigns risked misleading investors, damaging market integrity and tarnishing one of the country’s most closely watched corporate assets.
The Securities and Exchange Commission (SEC)’s intervention was triggered by a surge in advertisements, social media campaigns, flyers, digital banners and targeted emails encouraging investors to position for a refinery share sale that has not been filed with or approved by the regulator.
The SEC said some registered capital market operators had gone beyond merely discussing a potential future listing and were actively soliciting advance subscriptions, encouraging investors to create accounts, pre-fund investments and seek guaranteed allocations in a transaction that does not yet exist in approved form.
That raised alarm within the regulator, which viewed the activity as creating information asymmetry, distorting investor expectations and potentially exposing retail investors to losses.
“The SEC has a duty to protect unsuspecting investors,” Agama said in an interview with BusinessDay, describing the regulator’s response as part of a broader effort to prevent unapproved fundraising schemes from gaining traction.
“There are people setting up all manner of schemes and collecting money from unsuspecting investors who are not aware of the process,” Agama said. “It’s like pouring money into a basket.”
The crackdown highlights concerns inside the commission that excitement surrounding any future Dangote Refinery share sale could be exploited by promoters seeking to collect funds before regulatory approvals are secured.
According to the SEC, 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, making any attempt to market allocations or receive investor funds premature.
The regulator’s concern extended beyond investor protection to the reputation of Nigeria’s capital markets. Agama said authorities could not stand by while investors were exposed to potentially misleading schemes.
The SEC’s response also reflects growing sensitivity around market conduct as Nigeria seeks to attract more international capital. Agama said the commission was determined to ensure that market operators adhere to regulatory standards, particularly in transactions involving high-profile assets.
“We will move on to discipline market operators who are selling an offer that has not been approved by SEC,” he said. “We are doing this to protect the market and Dangote refinery’s interest because our market has become internationalised.”
The commission ordered operators to immediately stop publishing or distributing promotional materials related to the refinery offering, remove existing content from digital platforms and refund funds already collected from investors in connection with the purported transaction.
While the enforcement action sent a clear warning to operators, Agama indicated that regulators are seeking a swift resolution.
“The matter is being resolved speedily,” he said. “The matter is being resolved and we will get everybody to do the right thing and we will move.”
The episode underscores the intense investor interest surrounding any potential future listing by Dangote Refinery and the determination of regulators to ensure that any eventual public offering follows formal approval processes under the Investments and Securities Act, 2025.
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