Investors warned as SEC halts Dangote IPO publicity

Nigeria's Securities and Exchange Commission (SEC) has issued a directive to capital market operators, ordering an immediate halt to all promotional activities concerning a supposed 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, warning that the ongoing promotion is misleading investors.

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

The SEC's public notice on Tuesday addressed the circulation of advertisements, flyers, and electronic mails promoting the alleged IPO across social media and investment channels. The commission expressed concern over the involvement of some Registered Capital Market Operators in this exercise, describing the pre-marketing campaign as an "unwholesome and manipulative exercise." Operators were reportedly soliciting advance subscriptions for an offer not yet presented to the SEC.

According to the commission, these activities risk misleading investors, distorting market expectations, creating information asymmetry, and undermining the integrity of the capital market. The SEC emphasized that soliciting subscriptions, pre-funding investments, or securing guaranteed allocations constitutes market manipulation and a "serious violation of the Investments and Securities Act."

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The notice stated that the activities were “capable of misleading investors, distorting market expectations, creating information asymmetry and generally undermining the integrity of the capital market.”

Consequently, all Registered Capital Market Operators, including stockbrokers and digital platform promoters, must immediately cease all promotional activities. They are also ordered to remove unauthorized marketing materials from their platforms within 24 hours and to reverse and refund all funds collected in connection with the purported offering. The SEC warned that non-compliance would result in sanctions under the Investments and Securities Act 2025.

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Invitations urging investors to create accounts, pre-fund investments or secure guaranteed allocations amounted to market manipulation and constituted a “serious violation of the Investments and Securities Act.”