The Securities and Exchange Commission (SEC) has warned Nigerians and investors against participating in a purported initial public offering (IPO) of Dangote Petroleum Refinery & Petrochemicals FZE, saying no application for such an offer has been submitted to or approved by the regulator.
In a notice issued on Tuesday, the commission said its attention had been drawn to advertisements, flyers, digital banners and electronic messages circulating on social media and investment platforms promoting what was presented as a securities offering by the refinery.
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The SEC expressed concern over the involvement of some registered capital market operators in soliciting advance subscriptions from investors for the purported offer.
According to the commission, no application for the registration of an IPO or public offer of shares by the refinery has been filed with or approved by it.
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“The Commission notes with concern, the involvement of some Registered Capital Market Operators (CMOs) in this unwholesome and manipulative exercise of actively soliciting advance subscriptions in connection with a purported securities offering for which NO APPLICATION has been submitted to the Commission,” the notice partly read.
The warning from SEC comes about three months after the Dangote Group announced plans to sell a 10 per cent stake in its world-class $20 billion worth 650,000-barrel-per-day refinery through a landmark Pan-African Initial Public Offering in 2026.
Last month, Femi Otedola, the chairman and biggest shareholder of financial services group First HoldCo Plc, during a tour of the Dangote Refinery, announced that he hopes to invest $100 million in the proposed private placement of Dangote Petroleum Refinery.
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At the time, the Chief Executive and President of the Dangote Group, Aliko Dangote, hinted that the IPO of the refinery could be launched by September. According to him, investor demand for the offering has already reached “billions of dollars.”
“There is quite a lot of demand in terms of people disturbing us, pushing us, saying we want to buy,” Mr Dangote said at the time.
Mr Dangote said the goal was to allow early investors to benefit from the refinery’s future growth in the same way investors benefited from early stakes in global technology firms.
“We want it to be like when you buy Amazon or Apple… everybody has become a millionaire and that is what we want to bring into Africa,” he said.
Warnings
Now, over two months after the refinery announced its IPO plans, SEC warned that the ongoing promotional activities surrounding the scheme could mislead investors, distort market expectations, create information asymmetry and undermine the integrity of Nigeria’s capital market.
“The ongoing premature marketing activities are capable of misleading investors, distorting market expectations, creating information asymmetry and generally undermining the integrity of the capital market,” the commission said.
The regulator further stated that the marketing of the purported offer, including the distribution of unapproved prospectuses and invitations to create accounts, pre-fund investments or secure guaranteed share allocations, amounts to market manipulation and violates the Investments and Securities Act (ISA) 2025.
Invoking its powers under the ISA 2025 and SEC Rules and Regulations, the commission directed all registered capital market operators, particularly stockbrokers and digital investment platform promoters, to immediately stop publishing, reposting or distributing any promotional materials relating to the acquisition or allocation of shares in the refinery.
The regulator also ordered operators to remove all unauthorised marketing materials from websites, social media platforms and messaging groups within 24 hours.
In addition, it directed them to stop accepting deposits, commitments, account openings or expressions of interest from members of the public in connection with the purported offering.
Operators that have already collected funds from investors for the alleged offer were instructed to reverse the transactions and refund the monies within 24 hours.
The commission warned that non-compliance would attract regulatory sanctions in accordance with the provisions of the ISA 2025 and SEC regulations.
The SEC urged members of the public to exercise caution and rely only on official communications issued through its recognised channels.
It advised investors to ignore high-pressure marketing tactics and avoid transferring funds to any individual or organisation offering access to a “pre-IPO” placement in the refinery.
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The commission noted that if it eventually receives and approves an application for a public offering by the refinery, an approved prospectus would be made available to the investing public in line with the provisions of the law.
It also encouraged investors to verify the registration status of securities and capital market operators through its official channels before making any investment decisions.
Request for clarifications from the Group Chief Branding and Communications Officer of Dangote Group, Anthony Chiejina, on the claims by SEC has yet to be responded to as of a the time of filing this report.
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