The Securities and Exchange Commission (SEC) has issued a directive to capital market operators, ordering an immediate halt to all promotional activities concerning a purported Initial Public Offering (IPO) by Dangote Petroleum Refinery & Petrochemicals FZE. The regulator explicitly stated that it has neither received nor approved any application for such an offer.
This directive, contained in a public notice issued on Tuesday, comes amidst widespread circulation of advertisements, flyers, digital banners, and targeted electronic mails promoting the supposed public offering. The SEC expressed concern over the involvement of some registered capital market operators in these activities.
Efe Ebelo, Head of Corporate Communications at the SEC, confirmed the regulator's awareness of these materials across social media platforms and investment channels. The commission described the ongoing pre-marketing campaign as an "unwholesome and manipulative exercise," noting that some operators were actively soliciting advance subscriptions for an offer not yet presented to the commission.
The SEC warned that such activities are "capable of misleading investors, distorting market expectations, creating information asymmetry, and generally undermining the integrity of the capital market." Invitations urging investors to create accounts, pre-fund investments, or secure guaranteed allocations were identified as market manipulation and a "serious violation of the Investments and Securities Act 2025."
Consequently, all registered capital market operators, including stockbrokers and digital platform promoters, have been ordered to cease all promotional activities immediately. They are to stop publishing, reposting, or distributing any promotional material, flyer, or commentary related to the acquisition or allocation of shares in the refinery.
Operators must also remove all unauthorized marketing materials from their websites, social media platforms (including X, LinkedIn, Instagram, Facebook), and messaging groups within 24 hours of the notice. Furthermore, they are instructed to stop accepting deposits, commitments, account openings, or expressions of interest from investors for the purported public offering.
The commission specifically directed operators to "reverse and refund all funds already collected in connection with this purported offering to clients within 24 hours of this notice." The SEC warned that any operator failing to comply with this directive would face sanctions in accordance with the provisions of the Investments and Securities Act 2025 and the SEC Rules and Regulations.
Investors have been advised to exercise caution and rely solely on official communications issued through the SEC's approved channels. The commission emphasized 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 SEC assured the public that if it eventually receives and approves an application for a public offering by Dangote Petroleum Refinery & Petrochemicals FZE, an approved prospectus would be made available to the investing public, in line with the Investments and Securities Act 2025. The Dangote Group had previously indicated plans to sell a 10 per cent stake in its $20bn, 650,000-barrel-per-day refinery through a landmark Pan-African initial public offering in 2026.
