KEY POINTS
- The Securities and Exchange Commission (SEC) has ordered an immediate halt to all promotions and marketing activities related to a purported Dangote Refinery IPO, stating that no application has been submitted or approved.
- The regulator directed capital market operators to remove all promotional materials, stop collecting funds from investors, and refund any money already received within 24 hours.
- Dangote Refinery also distanced itself from reports of an impending public offer, urging investors to rely only on official company communications.
Nigeria’s capital market regulator, the Securities and Exchange Commission, SEC, has ordered the immediate suspension of all promotional and marketing activities relating to a purported Initial Public Offering, IPO, by Dangote Petroleum Refinery & Petrochemicals FZE.
The directive followed the circulation of advertisements, flyers, digital banners, emails, and social media promotions claiming that investors could subscribe to shares in the refinery ahead of a public offering.
In a circular issued on Wednesday, the commission clarified that Dangote Refinery had not submitted any application for an IPO or public share offer, making any form of marketing or investor solicitation unlawful and misleading.
According to the SEC, such activities violate provisions of the Investments and Securities Act (ISA) 2025, which grants the commission exclusive authority to regulate public offerings, IPOs, securities issuances, and capital market activities in Nigeria.
SEC Warns Against Investor Manipulation
The commission expressed concern that some registered Capital Market Operators (CMOs) were actively participating in the promotion of the non-existent offering by encouraging investors to subscribe in advance.
SEC noted that these operators had been soliciting funds and expressions of interest from members of the public despite the absence of any regulatory approval for the transaction.
The regulator stated:”No application for the registration of an IPO or public offer of shares of the refinery has been filed with or approved by the commission.”
It described the activities as misleading, manipulative, and capable of undermining confidence in the Nigerian capital market.
According to the commission, the ongoing campaigns could distort market expectations, create information asymmetry among investors, and compromise the integrity of the market.
The SEC specifically condemned promotional campaigns that encouraged investors to create accounts, pre-fund investment wallets, or secure guaranteed allocations in anticipation of the alleged IPO.
The regulator warned that such practices amount to market manipulation and constitute serious violations of the Investments and Securities Act.
It stressed that any marketing effort designed to create urgency around a public offer that has neither been filed nor approved by the commission is illegal.
