The Securities and Exchange Commission (SEC) has told Nigerians not to get involved in a fake initial public offering (IPO) for Dangote Petroleum Refinery & Petrochemicals FZE. The commission stated that no application for such an offer has been sent to or approved by them.
In a notice shared on Tuesday, the SEC mentioned that they noticed advertisements, flyers, digital banners, and messages on social media and investment sites promoting what was claimed to be a securities offering by the refinery.
The SEC is worried about some registered capital market operators who are trying to get advance payments from investors for this fake offer.
The commission confirmed that there has been no application for the registration of an IPO or public offer of shares by the refinery that they have received or approved.
"The Commission notes with concern the involvement of some Registered Capital Market Operators (CMOs) in this unwholesome and manipulative exercise of actively soliciting advance subscriptions in connection with a purported securities offering for which NO APPLICATION has been submitted to the Commission," the notice said in part.
This warning from the SEC comes about three months after the Dangote Group shared plans to sell a 10 percent stake in its $20 billion refinery, which processes 650,000 barrels per day. They plan to do this through a Pan-African Initial Public Offering in 2026.
Last month, Femi Otedola, the chairman of First HoldCo Plc, announced his interest in investing $100 million in the upcoming private placement of Dangote Petroleum Refinery during a visit to the site.
At that time, Aliko Dangote, the Chief Executive and President of the Dangote Group, suggested that the IPO could be launched by September. He mentioned that investor interest has already reached "billions of dollars."
"There is quite a lot of demand in terms of people disturbing us, pushing us, saying we want to buy," Mr. Dangote said back then.
He added that they want early investors to gain from the refinery's future growth, similar to how early investors in global tech firms benefited.
"We want it to be like when you buy Amazon or Apple… everybody has become a millionaire and that is what we want to bring into Africa," he said.
Now, more than two months after the refinery announced its IPO plans, the SEC warned that the ongoing promotions for this scheme could mislead investors. They could distort market expectations, create information gaps, and weaken the integrity of Nigeria’s capital market.
"The ongoing premature marketing activities are capable of misleading investors, distorting market expectations, creating information asymmetry and generally undermining the integrity of the capital market," the commission stated.
The regulator also pointed out that marketing this fake offer, including sharing unapproved prospectuses and invitations to open accounts or secure guaranteed share allocations, is market manipulation and goes against the Investments and Securities Act (ISA) 2025.
Using its powers under the ISA 2025 and SEC Rules and Regulations, the commission ordered all registered capital market operators, especially stockbrokers and digital investment platforms, to stop any promotions related to the acquisition or allocation of shares in the refinery immediately.
The regulator also told operators to take down all unauthorized marketing materials from their websites, social media accounts, and messaging groups within 24 hours.
Additionally, they instructed these operators to halt accepting deposits, commitments, account openings, or expressions of interest from the public regarding the fake offering.
Operators who have already taken money from investors for this alleged offer must reverse those transactions and refund the money within 24 hours.
The commission warned that failing to comply would lead to regulatory penalties according to the ISA 2025 and SEC regulations.
The SEC advised the public to be careful and only trust official messages from their recognized channels. They urged investors to ignore high-pressure sales tactics and avoid sending money to anyone promising access to a "pre-IPO" investment in the refinery.
The commission mentioned that if they eventually receive and approve an application for a public offering by the refinery, an approved prospectus would be available to the public as required by law.
They also encouraged investors to check the registration status of securities and capital market operators through official SEC channels before making any investment decisions.
As of now, there has been no response from Anthony Chiejina, the Group Chief Branding and Communications Officer of Dangote Group, regarding the SEC's claims.
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