SEC Orders Capital Market Operators to Halt Promotion of Unapproved Dangote Refinery

The Securities and Exchange Commission has directed all capital market operators to immediately stop promoting a purported initial public offering by Dangote Petroleum Refinery & Petrochemicals FZE, warning that no approval has been granted for such an offer.

The directive followed the circulation of advertisements, flyers, digital banners and electronic mails across social media and investment platforms inviting investors to participate in what was presented as a public offering by the refinery.

The development comes despite earlier remarks by Aliko Dangote, who had indicated that the refinery’s IPO could be launched in September amid rising investor interest.

In a public notice issued on Tuesday, the Commission disclosed that some registered capital market operators had gone beyond publicity and were actively soliciting advance subscriptions from investors despite the absence of regulatory clearance.

According to the SEC, no application for the registration of an IPO or any public offer of shares by Dangote Petroleum Refinery & Petrochemicals FZE has been submitted to or approved by the Commission.

The regulator warned that the ongoing promotional campaigns have the potential to mislead investors, distort market expectations and undermine confidence in the Nigerian capital market.

“The marketing campaign and invitations to create accounts, pre-fund, or secure guaranteed allocations amount to market manipulation and constitute serious violations of the Investments and Securities Act,” the Commission stated.

Consequently, the SEC directed all registered capital market operators, including stockbrokers and digital investment promoters, to immediately cease publishing, reposting or distributing any promotional materials relating to the acquisition or allocation of shares in the refinery.

The Commission also ordered operators to remove all unauthorised marketing materials from their websites, social media accounts—including X, LinkedIn, Instagram and Facebook—and messaging groups within 24 hours.

In addition, operators were instructed to stop accepting deposits, commitments, account openings or expressions of interest from prospective investors in relation to the purported public offering.

The SEC further mandated firms that had already collected funds from clients in connection with the exercise to reverse the transactions and refund the monies within 24 hours.

The regulator warned that non-compliance with the directives would attract sanctions under the Investments and Securities Act (ISA) 2025 and other applicable SEC rules and regulations.

It also advised investors to rely solely on official communications released through approved channels and disregard invitations to participate in any “pre-IPO” placement associated with the refinery.

The Commission assured the investing public that should Dangote Petroleum Refinery & Petrochemicals FZE eventually file an application for a public offering and obtain regulatory approval, an authorised prospectus would be issued in line with the provisions of the ISA 2025.

The SEC reiterated its commitment to protecting investors and maintaining the integrity, transparency and orderly operation of Nigeria’s capital market.