The Securities and Exchange Commission (SEC) has ordered the immediate suspension of all marketing and promotional activities related to a purported initial public offering (IPO) by Dangote Petroleum Refinery & Petrochemicals, warning that the company has neither filed nor received approval for any public share offer.

In a public notice issued on Tuesday, the capital market regulator said it had become aware of advertisements, flyers, digital banners and targeted electronic messages circulating across social media and investment platforms promoting an alleged IPO of the refinery.

The Commission stated that some Registered Capital Market Operators (CMOs) were actively soliciting advance subscriptions from investors despite the absence of any regulatory approval.

What the statement says

According to the SEC, “The Securities and Exchange Commission (SEC) has banned the marketing and promotion of a purported initial public offering (IPO) by Dangote Petroleum Refinery & Petrochemicals FZE, warning that no application for such an offer has been filed with or approved by the regulator.”

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  • The regulator expressed concern that the ongoing promotional activities could mislead investors and undermine confidence in Nigeria’s capital market.
  • According to the Commission, the pre-marketing campaigns were capable of distorting market expectations, creating information asymmetry and compromising market integrity.

The SEC further noted that invitations urging investors to create accounts, pre-fund transactions or secure guaranteed allocations in anticipation of a future public offer amounted to market manipulation and constituted a serious violation of the Investments and Securities Act.

The development highlights the regulator’s increasing scrutiny of capital-raising activities amid growing investor interest in large private companies that may eventually seek public listings.

Operators ordered to take down materials, refund investors

As part of the enforcement action, the SEC directed all Registered Capital Market Operators, particularly 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 instructed operators to remove all such content from websites, social media platforms including X, LinkedIn, Instagram and Facebook, as well as messaging groups, within 24 hours.

  • In addition, the regulator prohibited operators from accepting deposits, commitments, account-opening requests or expressions of interest linked to the purported offering.

It further directed firms that had already collected funds from investors in connection with the campaign to reverse the transactions and refund clients within 24 hours.

  • According to the notice, operators must “reverse and refund all funds already collected in connection with this purported offering to clients within twenty-four (24) hours of this notice.”

Investors advised to rely on official channels

The SEC warned that non-compliance with its directives would attract sanctions under the Investments and Securities Act 2025 and the Commission’s Rules and Regulations.

  • The regulator also advised investors to disregard high-pressure marketing tactics and any requests to transfer funds for so-called pre-IPO placements.
  • It urged members of the public to rely exclusively on official communications issued through SEC-approved channels when considering investment opportunities.

The Commission added that if it eventually receives and approves an application for a public offering by the refinery, a formal prospectus would be issued to investors in accordance with the provisions of the Investments and Securities Act 2025.

What you should know

Nairametrics earlier reported that the Dangote Petroleum Refinery was valued at $39.1 billion as it seeks to raise fresh capital from investors through a private placement.

  • According to an Information Memorandum seen by Nairametrics, the refinery is offering 3 billion ordinary shares at a placement price of $0.35 per share.
  • The transaction is expected to raise approximately $1 billion and has already attracted strong investor interest, with indications suggesting that the offer may be oversubscribed following the close of the indication-of-interest period.

Nairametrics also reported that Aliko Dangote plans to list about 10% of his oil refining company on multiple African stock exchanges as part of efforts to raise funding for the next phase of expansion across his industrial empire.