Behind Dangote Refinery’s N2.15 trillion IPO is an army of Nigeria’s top dealmakers

The N2.15 trillion initial public offering (IPO) of Dangote Petroleum Refinery and Petrochemicals has assembled some of Nigeria’s biggest investment banks, law firms, accountants and professional advisers for what could become one of the largest public offers ever undertaken in Africa.

Dangote Refinery is offering 4.1 billion ordinary shares at N525 per share, with the offer opening on September 14, 2026.

The capital raise is expected to support the refinery’s ambitious expansion programme, including plans to double refining capacity from 700,000 barrels per day to 1.4 million barrels per day, an undertaking estimated to require about $14.27 billion in capital expenditure.

But behind the Dangote name and the multitrillion-naira fundraise is an extensive network of professional advisers responsible for structuring, documenting and scrutinising the transaction before it reaches investors.

More than 60 institutions are involved in various capacities, including 25 joint issuing houses and 32 stockbroking firms, alongside lawyers, accountants, auditors, registrars and other specialist advisers.

For some of the key advisers, however, work on the transaction began long before the shares were offered to the investing public.

The investment bankers who built the deal – At the centre of the IPO are Vetiva Capital Management Limited and FirstCap, two of the investment banking firms that worked behind the scenes on the transaction well before it came to market.

• Nairametrics understands that both firms had been working on preparations for the transaction for more than a year, navigating the extensive structuring, regulatory and execution processes required to bring a public offer of this magnitude to market.
• Vetiva ultimately emerged as Lead Issuing House and Lead Adviser to the IPO, putting the investment bank at the centre of coordinating the transaction.
• Its responsibilities include transaction structuring, stakeholder engagement, regulatory coordination and overall execution of the offer.
• FirstCap is one of the major Joint Issuing Houses on the transaction and was also part of the core advisory group involved during the preparatory stages of the listing.
• Chapel Hill Denham Advisory Limited is among the Joint Issuing Houses involved.
• Together, the investment banks provide much of the financial architecture required to turn Dangote Refinery’s capital-raising plans into a public offer.

The lawyers behind the deal – Executing a transaction of this magnitude also requires substantial legal firepower.

• Banwo & Ighodalo is serving as Solicitor to the Issuer, placing the law firm on the Dangote Refinery side of the transaction.
• Its responsibilities include advising on securities laws and regulatory requirements, reviewing offer documents, coordinating legal due diligence and supporting compliance with Securities and Exchange Commission and NGX requirements.
• The mandate also extends an existing relationship between the law firm and the Dangote Group.
• Banwo & Ighodalo has advised on several other major corporate transactions, including Renaissance Africa Energy’s acquisition of Shell Petroleum Development Company of Nigeria.

Olaniwun Ajayi LP and AELEX are also providing legal services on the offer.

• Olaniwun Ajayi brings experience from some of Nigeria’s largest financing and capital-market transactions, including NNPC Limited’s $3.3 billion structured financing facility, Nigeria LNG’s $3 billion Train 7 financing project and Airtel Africa’s dual listing and IPO.
• AELEX also brings experience across capital markets, project finance, oil and gas, banking and infrastructure.
• The firm has advised on transactions including Sanlam’s partnership with MTN Group and AFEX Investment Limited’s N21 billion asset-backed commercial paper programme.

The involvement of the three commercial law firms reflects the legal complexity associated with an IPO involving billions of shares, potentially millions of investors and one of Nigeria’s largest companies.

Accountants scrutinising the numbers – The financial statements and disclosures supporting a public offer of this magnitude also bring some of the world’s largest professional services firms into the transaction.

• KPMG Professional Services is serving as Reporting Accountant to the IPO.
• The reporting accountant reviews and reports on financial information presented as part of the offer documentation, providing an important layer of independent professional scrutiny over the historical financial information made available to prospective investors.
• KPMG has extensive experience advising on major Nigerian transactions. Its recent mandates include transaction advisory work on Zenith Bank’s acquisition of Kenya’s Paramount Bank and involvement in the strategic sale of a 25% equity stake in energy company Axxela to Japanese conglomerate Sojitz Corporation.

Deloitte & Touche Chartered Accountants is also involved as auditor to the transaction.

• Bringing Shariah scrutiny into the IPO – Another notable adviser on the transaction is Buraq Capital Limited, which was appointed to conduct a Shariah assessment of both Dangote Refinery as the issuer and the shares being offered to investors.
• The assessment examines the business activities of the company as well as applicable financial screening criteria to determine their compliance with the relevant Shariah requirements.

Coronation Registrars Limited is serving as Registrar to the IPO, making it responsible for maintaining investor records, processing subscriptions, managing allotments and administering shareholder information.

• The scale of Coronation’s existing operations provides some indication of the infrastructure being deployed behind the offer.
• According to its 2025 performance scorecard cited in information reviewed by Nairametrics, Coronation Registrars processed about N1.28 trillion in dividends during the year and managed nearly three million shareholder accounts.

Its client portfolio includes some of the country’s largest listed companies, including Access Holdings, MTN Nigeria, Airtel Africa, Dangote Cement and Aradel Holdings.

More than just a Dangote deal

The Dangote Refinery IPO may ultimately be remembered for the amount of money raised, the valuation placed on the refinery or the scale of the company’s expansion ambitions.

But the transaction also provides a glimpse into the extensive professional infrastructure required to bring one of Africa’s largest companies to the public market.

Long before investors were presented with an opportunity to buy the shares, investment bankers were structuring the transaction and navigating regulatory processes.

Lawyers were working through its legal architecture, while accountants and auditors scrutinised the financial information underpinning the offer.