Securities and Exchange Commission (SEC) has warned investors against a purported Initial Public Offering by Dangote Petroleum Refinery & Petrochemicals FZE, stating that no application for such an offer has been filed with or approved by the capital market regulator.
In a public notice issued on Tuesday, the Commission said it had become aware of widespread advertisements, flyers, digital banners and targeted emails circulating on social media and investment platforms, inviting members of the public to participate in what was being presented as an upcoming public offer by the refinery.
The SEC said it intervened following reports that some registered Capital Market Operators were promoting the alleged offer and soliciting advance subscriptions from investors despite the absence of regulatory approval.
According to the Commission, no application for the registration of an IPO or public offer of shares of Dangote Refinery has been submitted to or approved by the regulator.
The SEC expressed concern that the activities could mislead investors and erode confidence in the capital market. It said the campaign had the potential to distort market expectations, create information asymmetry and undermine market integrity.
The regulator further stated that invitations encouraging investors to create accounts, pre-fund subscriptions or secure guaranteed share allocations amounted to market manipulation and constituted serious violations of the Investments and Securities Act (ISA) 2025.
Consequently, the Commission directed all registered Capital Market Operators, particularly stockbrokers and operators of digital investment platforms, to immediately cease any promotional activities related to the purported public offer.
The operators were ordered to stop publishing, reposting or distributing marketing materials, advertisements or commentaries concerning the acquisition or allocation of shares in the refinery.
They were also directed to remove all related content from websites, social media platforms and messaging groups within 24 hours.
In addition, the SEC instructed operators to discontinue the acceptance of deposits, commitments, account openings or expressions of interest linked to the alleged offer. It also ordered the refund of all monies already collected from investors within 24 hours.
The Commission warned that any operator found violating the directive would face sanctions in line with the provisions of the Investments and Securities Act 2025 and existing SEC regulations.
The warning comes amid heightened investor interest in the Dangote Refinery, one of Africa’s largest industrial projects, and growing speculation about a possible future listing of the company on the Nigerian capital market.
While advising investors to avoid unapproved fundraising schemes, the SEC urged members of the public to rely solely on official communications issued through its recognised channels.
The Commission stressed that any high-pressure marketing campaign or request for funds in connection with a purported “pre-IPO” placement should be disregarded, noting that such activities have not received its authorisation.
It, however, assured investors that if an application for a public offering by Dangote Refinery is eventually filed and approved, a duly authorised prospectus would be made available to the investing public in accordance with the provisions of the ISA 2025.
