THE Securities and Exchange Commission (SEC) has ordered capital market operators and investors to steer clear of ongoing promotions relating to a purported Initial Public Offering (IPO) by Dangote Petroleum Refinery and Petrochemicals FZE, warning that it has neither received nor approved any application for such an offer.
In a warning to the investing public, the commission directed all operators to immediately halt the marketing and promotion of the purported offer, insisting that any invitation to subscribe, pre-fund investments, open accounts, or secure allocations should be ignored.
The directive was contained in a public notice sighted by News Point Nigeria and issued by the commission on Tuesday following the circulation of advertisements, flyers, digital banners, and targeted electronic mails promoting what was presented as a public offering by the refinery.
According to the SEC, it became aware of the promotional materials being circulated across social media platforms and investment channels and expressed concern over the reported 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 for approval.
It warned that the activities were capable of misleading investors and undermining confidence in Nigeria’s 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 further noted 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 promoters of digital investment platforms, to immediately cease all promotional activities connected to the purported offer.
It specifically 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.
In addition, operators were instructed to stop accepting deposits, commitments, account openings, or expressions of interest from investors in connection with the purported public offering.
The regulator further ordered operators to “reverse and refund all funds already collected in connection with this purported offering to clients within 24 hours of this notice.”
SEC warned that any operator who fails to comply with the directive would face sanctions in line with the provisions of the Investments and Securities Act 2025 as well as the commission’s Rules and Regulations.
The commission also urged investors to remain cautious and rely solely on official communications issued through approved regulatory 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.”
SEC assured investors that should it eventually receive and approve an application for a public offering by Dangote Petroleum Refinery & Petrochemicals FZE, an approved prospectus would be made available to the investing public in accordance with the provisions of the Investments and Securities Act 2025.
Meanwhile, this newspaper had earlier reported that the Dangote Group plans to sell a 10 per cent stake in its $20 billion, 650,000-barrel-per-day refinery through a landmark Pan-African Initial Public Offering expected in 2026.

