Nigeria's Securities and Exchange Commission has ordered an immediate halt to all marketing and promotional activities surrounding an alleged initial public offering by Dangote Petroleum Refinery & Petrochemicals FZE, warning that the company has not filed any application for a public share offer nor received regulatory approval.
In a public notice issued on Tuesday, the capital market regulator said it had detected advertisements, flyers, digital banners and targeted electronic messages circulating across social media and investment platforms promoting what was presented as an IPO of the refinery. The SEC expressed concern that some Registered Capital Market Operators were actively soliciting advance subscriptions from investors despite the absence of any regulatory clearance.
The Commission stated that the pre-marketing campaigns risked misleading investors, distorting market expectations, creating information asymmetry, and compromising market integrity. It described the practice of urging investors to create accounts, pre-fund transactions, or secure guaranteed allocations in anticipation of a future public offer as market manipulation constituting a serious violation of the Investments and Securities Act.
As part of its enforcement action, the SEC directed all registered capital market operators — particularly stockbrokers and digital investment promoters — to immediately stop publishing, reposting or distributing any promotional materials related to the acquisition or allocation of shares in the refinery. Operators have been instructed to remove all such content from websites, social media platforms including X, LinkedIn, Instagram and Facebook, as well as messaging groups, within 24 hours.
The regulator also prohibited operators from accepting deposits, commitments, account-opening requests, or expressions of interest tied to the purported offering. Firms that have already collected funds from investors in connection with the campaign must reverse those transactions and issue full refunds to clients within 24 hours.
Non-compliance with the directives will attract sanctions under the Investments and Securities Act 2025 and the Commission's Rules and Regulations, the SEC warned. Investors have been advised to disregard high-pressure marketing tactics and any requests to transfer funds for so-called pre-IPO placements, and to rely exclusively on official communications issued through SEC-approved channels when evaluating investment opportunities.
The Commission added that if it eventually receives and approves an application for a public offering by the refinery, a formal prospectus would be issued to investors in accordance with the law.
Nairametrics earlier reported that Dangote Petroleum Refinery was valued at $39.1 billion as it sought to raise fresh capital through a private placement. According to an Information Memorandum, the refinery is offering 3 billion ordinary shares at a placement price of $0.35 per share, a transaction expected to raise approximately $1 billion. The company has also indicated plans to list about 10% of the refinery on multiple African stock exchanges as part of efforts to fund the next phase of expansion.
