The Securities and Exchange Commission (SEC) has moved to halt the promotion and marketing of a purported Initial Public Offering (IPO) by Dangote Petroleum Refinery & Petrochemicals FZE, warning investors that no such offer has been filed with or approved by the capital market regulator.
In a public notice issued on Tuesday, the Commission disclosed that it had become aware of widespread advertisements, flyers, digital banners and targeted emails circulating across social media platforms and investment channels, soliciting interest in what was presented as an impending public offer by the refinery.
SEC said its intervention became necessary following reports that some registered Capital Market Operators (CMOs) were actively promoting and seeking advance subscriptions from investors for the purported offering despite the absence of regulatory approval.
According to the Commission, “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 expressed concern that the ongoing activities could mislead investors and undermine confidence in the market, describing the campaign as capable of distorting market expectations, creating information asymmetry and weakening the integrity of Nigeria’s capital market.
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The SEC further stated that invitations encouraging investors to create accounts, pre-fund subscriptions or secure guaranteed allocations amounted to market manipulation and constituted serious breaches of the Investments and Securities Act (ISA) 2025.
Consequently, the Commission directed all registered Capital Market Operators, particularly stockbrokers and promoters operating digital investment platforms, to immediately cease all promotional activities related to the alleged public offer.
Operators were ordered to stop publishing, reposting or distributing any marketing materials or commentaries regarding the acquisition or allocation of shares in the refinery. The SEC also instructed them to remove all such materials from websites, social media platforms and messaging groups within 24 hours.
In a more stringent directive, the regulator ordered operators to discontinue the acceptance of deposits, commitments, account openings or expressions of interest connected to the purported offering and to refund all monies already collected from investors within 24 hours.
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The Commission warned that any operator found violating the directive would face sanctions under the provisions of the Investments and Securities Act 2025, as well as existing SEC rules and regulations.
The development comes amid heightened investor interest in the Dangote Refinery, one of Africa’s largest industrial projects, and growing market speculation about a possible future listing of the company on the Nigerian capital market.
While cautioning investors against falling victim to unapproved fundraising schemes, the SEC advised members of the public to rely solely on official communications issued through its recognised channels.
The regulator stressed that any high-pressure marketing campaign or request for funds in connection with a “pre-IPO” placement should be disregarded, noting that such activities have not received its authorisation.
The Commission, however, assured investors that should it eventually receive and approve an application for a public offering by Dangote Refinery, a duly approved prospectus would be made available to the investing public in accordance with the provisions of the ISA 2025.
