SEC stops Dangote Refinery IPO promotions, warns investors

The Nigerian Securities and Exchange Commission (SEC) has issued a stern directive to capital market operators, demanding an immediate halt to all promotional activities for a supposed initial public offering (IPO) by Dangote Petroleum Refinery and Petrochemicals FZE. The regulator explicitly stated that it has neither received nor approved any application for such an offer.

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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 action comes amid widespread circulation of advertisements, flyers, digital banners, and targeted emails promoting the alleged public offering. The commission expressed significant concern over the involvement of some registered capital market operators in this "unwholesome and manipulative exercise." It highlighted that operators were actively soliciting advance subscriptions for an offer not yet presented to the SEC.

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The ongoing pre-marketing campaign is an “unwholesome and manipulative exercise,” noting that some operators were actively soliciting advance subscriptions for an offer that had not been presented to the commission.

In a public notice, the SEC warned that these activities are "capable of misleading investors, distorting market expectations, creating information asymmetry, and generally undermining the integrity of the capital market." The regulator emphasized that invitations to create accounts, pre-fund investments, or secure guaranteed allocations constitute market manipulation and a "serious violation of the Investments and Securities Act."

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The activities are “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, especially stockbrokers and digital platform promoters, must immediately cease publishing, reposting, or distributing any promotional material related to the acquisition or allocation of shares in the refinery. They are also ordered to remove all unauthorized marketing materials from their platforms within 24 hours and to stop accepting any investor funds or expressions of interest. Furthermore, operators must reverse and refund all funds already collected in connection with the purported offering within the same 24-hour timeframe.

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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.”