Nigeria’s SEC bans marketing, promotion of Dangote Refinery’s IPO

…says no application for IPO registration filed with or approved

The Securities and Exchange Commission (SEC) has banned the marketing and promotion of a purported initial public offering (IPO) by Dangote Petroleum Refinery & Petrochemicals FZE, warning that no application for such an offer has been filed with or approved by the regulator.

Efe Ebelo, Head of Corporate Communications at the Securities and Exchange Commission (SEC) in an email statement to BusinessDay on Tuesday said the SEC had become aware of advertisements, flyers, digital banners and targeted electronic mails circulating on social media platforms and investment channels concerning a supposed securities offering by the refinery.

The SEC expressed concern over the involvement of some Registered Capital Market Operators (CMOs) in what it described as an “unwholesome and manipulative exercise” of actively soliciting advance subscriptions for an offering that has not been presented to the Commission.

According to the regulator, “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 Commission added that the ongoing pre-marketing activities were “capable of misleading investors, distorting market expectations, creating information asymmetry and generally undermining the integrity of the capital market.”

It further stated that the marketing campaign and invitations to “create accounts”, “pre-fund,” or “secure guaranteed allocations” amounted to market manipulation and constituted “serious violation of the Investments and Securities Act.”

Consequently, the Commission directed all Registered Capital Market Operators, particularly stockbrokers and digital platform promoters, to immediately stop all promotional activities.

The SEC ordered them to “cease with immediate effect from publishing, reposting, or distributing any promotional material, flyer, or commentary relating to the acquisition or allocation of shares in the Refinery.”

It also directed operators to “remove or take down all such unauthorized marketing materials from websites, social media handles (including X, LinkedIn, Instagram, Facebook etc.), and messaging groups within twenty-four (24) hours of this notice.”

The regulator further instructed operators to desist from accepting deposits, commitments, account openings or expressions of interest from investors for the purported public offering and to “reverse and refund all funds already collected in connection with this purported offering to clients within twenty-four (24) hours of this notice.”

The Commission warned that defaulters would face sanctions as non-compliance would attract penalties under the Investments and Securities Act, 2025 and the SEC Rules and Regulations.

Advising investors to exercise caution, the SEC said members of the public should “rely only on formal, official pronouncements issued directly by the Commission through its official channels.”

It warned that “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 Commission assured that if it eventually receives and clears an application for a public offering by the refinery, an approved prospectus would be made available to investors in line with the provisions of the Investments and Securities Act, 2025.