SEC halts Dangote Refinery IPO promotions, orders refunds

The Securities and Exchange Commission (SEC) has moved to halt all marketing and promotional activities linked to a purported Initial Public Offering (IPO) of Dangote Petroleum Refinery & Petrochemicals FZE, warning that no such offer has been filed with or approved by the regulator.

In a public notice issued on Tuesday, the Commission said it had observed “widespread advertisements, flyers, digital banners and targeted emails circulating across social media platforms and investment channels” promoting the alleged share offer.

According to the SEC, some registered capital market operators were already soliciting advance subscriptions from investors despite the absence of regulatory clearance.

The Commission stated clearly that: “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.”

It warned that the ongoing promotions were capable of misleading investors and undermining confidence in the capital market, describing the activities as harmful to market integrity.

The SEC further noted that such campaigns encouraging investors to create accounts, pre-fund subscriptions, or secure guaranteed allocations amounted to market manipulation and constituted violations of the Investments and Securities Act (ISA) 2025.

Consequently, the regulator directed all capital market operators, including stockbrokers and digital investment platforms, to immediately stop all promotional activities relating to the alleged Dangote Refinery IPO.

Operators were also ordered to cease “publishing, reposting, or distributing any marketing materials or commentary relating to the acquisition or allocation of shares in the refinery,” while all such materials must be removed from websites, social media platforms, and messaging groups within 24 hours.

In a stricter directive, the SEC instructed operators to stop accepting deposits, commitments, account openings, or expressions of interest tied to the purported offer, adding that all funds already collected must be refunded within 24 hours.

The Commission warned that any operator who fails to comply with its directive would face sanctions under the Investments and Securities Act 2025 as well as SEC rules and regulations.

While advising investors to rely only on official communications from approved regulatory channels, the SEC stressed that any “pre-IPO” marketing campaign linked to the refinery had not been authorised.

It added that should an application for a public offer by Dangote Refinery be eventually submitted and approved, a duly authorised prospectus would be made available to the investing public in line with the provisions of the ISA 2025.