The Securities and Exchange Commission (SEC) has directed capital market operators to immediately halt all promotional activities relating to a purported initial public offering by Dangote Petroleum Refinery and Petrochemicals FZE, warning that it has neither received nor approved any application for such an offer.
The directive was contained in a public notice issued by the commission on Tuesday amid the circulation of advertisements, flyers, digital banners, and targeted electronic mails promoting a supposed public offering by the refinery.
The SEC said it had become aware of the materials being circulated across social media platforms and investment channels and expressed concern over the involvement of some registered capital market operators in the exercise.
The statement read, “The Securities and Exchange Commission has banned the marketing and promotion of a purported initial public offering by Dangote Petroleum Refinery & Petrochemicals FZE, warning that no application for such an offer has been filed with or approved by the regulator.”
The regulator described the ongoing pre-marketing campaign as an “unwholesome and manipulative exercise,” noting that some operators were actively soliciting advance subscriptions for an offer that had not been presented to the commission.
It warned that such activities were capable of misleading investors and damaging confidence in the capital market.
The notice stated that the activities were “capable of misleading investors, distorting market expectations, creating information asymmetry, and generally undermining the integrity of the capital market.”
The commission added that invitations urging investors to create accounts, pre-fund investments, or secure guaranteed allocations amounted to market manipulation and constituted a “serious violation of the Investments and Securities Act.”
Consequently, the SEC directed all registered capital market operators, particularly stockbrokers and digital platform promoters, to immediately stop all promotional activities relating to the purported offer.
It ordered operators to “cease with immediate effect from publishing, reposting, or distributing any promotional material, flyer, or commentary relating to the acquisition or allocation of shares in the refinery.”
The commission also directed operators to remove all unauthorised marketing materials from their websites, social media platforms, and messaging groups within 24 hours.
It further instructed operators to stop accepting deposits, commitments, account openings, or expressions of interest from investors in connection with the purported public offer.
The regulator also ordered operators to “reverse and refund all funds already collected in connection with this purported offering to clients within 24 hours of this notice.”
It warned that any operator that failed to comply with the directive would be sanctioned in accordance with the provisions of the Investments and Securities Act 2025 and the SEC Rules and Regulations.
The commission also advised investors to exercise caution and rely only on official communications issued through its approved channels.
It stated, “All such high-pressure marketing tactics, or transfer of funds to any operator for ‘pre-IPO’ placement, should be ignored as they did not receive the commission’s approval.”
The SEC assured investors that if it eventually receives and approves an application for a public offering by Dangote Petroleum Refinery & Petrochemicals FZE, an approved prospectus would be made available to the investing public in line with the provisions of the Investments and Securities Act 2025.
The Dangote Group planned to sell a 10 per cent stake in its $20bn, 650,000-barrel-per-day refinery through a landmark Pan-African initial public offering in 2026.
