Nigeria’s Securities and Exchange Commission (SEC) has warned against the sale, marketing and promotion of the initial public offering (IPO) by Dangote Petroleum Refinery & Petrochemicals FZE across all capital market channels, saying that no application for such an offer has been filed with or approved by the Commission.
In a public notice on Tuesday, June 23, SEC expressed concern over the involvement of some Registered Capital Market Operators (CMOs) in what it described as an “unwholesome and manipulative exercise.”
The market regulator cited the circulation of advertisements, flyers, digital banners and targeted electronic mails on social media platforms and investment channels soliciting subscriptions for the anticipated public offering by the refinery.
The Commission stated that it had not received any application for the registration or approval of an IPO or public offer by Dangote Petroleum Refinery & Petrochemicals FZE.
What the SEC is saying:
SEC stated that all Registered Capital Market Operators, digital investment platforms and market stakeholders are hereby notified that no application for the registration of an IPO or public offering of shares by Dangote Petroleum Refinery & Petrochemicals FZE has been filed with or approved by the Commission.
According to the regulator, the ongoing pre-marketing activities are capable of:
- Misleading investors and creating false market expectations.
- Distorting the price discovery process and market integrity.
- Creating information asymmetry among market participants.
- Undermining investor confidence in Nigeria’s capital market.
The Commission directed all Registered Capital Market Operators to immediately:
- Cease publishing, reposting, distributing or promoting any material relating to the purported acquisition or allocation of shares in the refinery.
- Remove all unauthorized promotional materials from websites, social media platforms and messaging groups within 24 hours of the notice.
- Stop accepting deposits, commitments, account openings or expressions of interest relating to the purported offering.
- Reverse and refund all monies already collected from investors in connection with the purported offering within 24 hours.
- Refrain from engaging in any form of pre-marketing or solicitation activities without prior SEC approval.
The Commission warned that invitations encouraging investors to “create accounts,” “pre-fund,” or “secure guaranteed allocations” for the proposed offering amount to market manipulation and constitute serious violations of the Investments and Securities Act (ISA), 2025.
SEC further cautioned that failure to comply with the directive would attract regulatory sanctions under the Investments and Securities Act, 2025, and the Commission’s Rules and Regulations.
More insights:
The Commission’s latest intervention underscores growing regulatory concern over unauthorized capital raising activities and the increasing use of digital platforms to solicit investments before obtaining regulatory clearance.
Market analysts note that premature promotion of public offerings can create speculative demand, inflate investor expectations and expose unsuspecting investors to significant financial risks.
The regulator also expressed concern about the participation of some licensed market operators in the unauthorized promotional exercise, stressing that registered operators are expected to uphold the highest standards of market conduct and investor protection.
The SEC emphasized that public offers of securities can only commence after the Commission has reviewed and approved all relevant documentation, including the prospectus, in line with the provisions of the Investments and Securities Act.
The Commission assured investors that should it eventually receive and approve any application relating to a public offering by the refinery, such approval would be formally communicated through official regulatory channels.
What you should know:
The Commission had recently warned against unregistered investment promotions on social media and reiterated that only SEC-registered entities can solicit investments from the public
The latest SEC directive reinforces the Commission’s zero-tolerance stance against unauthorized securities promotions and market manipulation within Nigeria’s capital market ecosystem.
- Public offers of securities cannot be marketed or promoted without prior approval from the SEC.
- Registered Capital Market Operators are prohibited from soliciting funds for unapproved offerings.
- Investors are advised to rely solely on official communications issued by the SEC regarding public offerings.
- Unauthorized pre-marketing activities expose investors to potential fraud and market abuse risks.
- Violations of the Investments and Securities Act, 2025, could attract both administrative and monetary sanctions.
By tightening oversight of promotional activities surrounding potential public offerings, the SEC aims to preserve market integrity, strengthen investor confidence and ensure that all securities issuances comply fully with established regulatory requirements.
