Nigeria’s capital market regulator has moved decisively against growing publicity surrounding a purported public share sale by Dangote Petroleum Refinery and Petrochemicals FZE, warning investors that no such offer has been approved.
In a notice issued on Tuesday, the Securities and Exchange Commission (SEC) directed all capital market operators to immediately stop promoting any alleged Initial Public Offering (IPO) linked to the refinery, saying it has neither received nor approved an application for the transaction.
The directive followed the circulation of advertisements, flyers, digital banners and promotional emails across social media and investment platforms encouraging investors to participate in what was presented as a forthcoming public offer.
According to the Commission, some registered capital market operators were actively involved in marketing the proposed offer despite the absence of regulatory approval.
“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 statement said.
The SEC described the ongoing campaign as an “unwholesome and manipulative exercise,” noting that some operators were soliciting advanced subscriptions and investor commitments for an offer that had not been submitted to the Commission for consideration.
It warned that such activities could mislead investors, distort market expectations and undermine confidence in Nigeria’s capital market.
According to the regulator, the actions are “capable of misleading investors, distorting market expectations, creating information asymmetry, and generally undermining the integrity of the capital market.”
The Commission further stated that requests urging investors to open accounts, pre-fund investments or secure guaranteed share allocations amounted to market manipulation and constituted a serious breach of the Investments and Securities Act.
As a result, all registered capital market operators, particularly stockbrokers and promoters of digital investment platforms, were ordered to immediately halt every form of publicity relating to the purported offer.
The SEC specifically instructed operators to stop publishing, reposting or distributing any promotional materials, commentaries or advertisements relating to the acquisition or allocation of shares in the refinery.
It also directed firms to remove all unauthorised promotional content from their websites, social media pages and messaging platforms within 24 hours.
In addition, operators were told to cease accepting deposits, commitments, account registrations or expressions of interest connected to the alleged public offering.
The Commission further ordered that any funds already collected from investors in relation to the purported transaction must be refunded within 24 hours.
It warned that operators who fail to comply with the directive would face sanctions under the provisions of the Investments and Securities Act 2025 and existing SEC Rules and Regulations.
The regulator also advised members of the investing public to remain vigilant and rely solely on official communications issued through approved channels.
“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 notice added.
SEC assured investors that should Dangote Petroleum Refinery and Petrochemicals FZE eventually submit an application for a public offering and receive regulatory clearance, an approved prospectus would be released in accordance with the Investments and Securities Act 2025.
The development comes months after reports emerged that the Dangote Group was considering the sale of a 10 per cent stake in its $20 billion, 650,000-barrel-per-day refinery through what could become one of Africa’s largest and most significant IPOs in 2026.
