The Securities and Exchange Commission (SEC) has prohibited the marketing and promotion of a purported Initial Public Offering (IPO) by Dangote Petroleum Refinery & Petrochemicals FZE, warning that the offer has neither been filed with nor approved by the regulator.
In a public notice issued on Tuesday, the Commission said it had become aware of advertisements, flyers, digital banners and targeted emails circulating across social media platforms and investment channels promoting a supposed securities offering by the refinery.
The SEC expressed concern over the involvement of some Registered Capital Market Operators (CMOs) in what it described as an unwholesome and manipulative exercise. According to the Commission, some operators were actively soliciting advance subscriptions for an offering that has not been presented for regulatory approval.
The regulator stated that no application for the registration of an IPO or public offer of shares by the refinery had been submitted to or approved by the Commission.
It noted that the ongoing pre-marketing activities could mislead investors, distort market expectations, create information asymmetry and undermine the integrity of the capital market.
According to the SEC, invitations encouraging investors to create accounts, pre-fund investments or secure guaranteed share allocations amount to market manipulation and constitute serious violations of the Investments and Securities Act.
As a result, the Commission directed all Registered Capital Market Operators, particularly stockbrokers and digital platform promoters, to immediately stop all promotional activities related to the purported offering.
The SEC ordered operators to cease publishing, reposting or distributing any promotional materials, flyers or commentaries concerning the acquisition or allocation of shares in the refinery.
It also instructed operators to remove all unauthorized marketing materials from websites, social media platforms including X, LinkedIn, Instagram and Facebook, as well as messaging groups, within 24 hours of the notice.
Furthermore, the regulator directed operators to stop accepting deposits, commitments, account openings or expressions of interest from investors regarding the alleged public offer.
The Commission also ordered that all funds already collected in connection with the purported offering be reversed and refunded to clients within 24 hours.
The SEC warned that operators who fail to comply with the directive would face sanctions under the Investments and Securities Act, 2025, as well as the Commission’s Rules and Regulations.
Advising investors to exercise caution, the regulator urged members of the public to rely only on official communications issued directly by the Commission through its approved channels.
The SEC also cautioned investors against responding to high-pressure marketing campaigns or transferring funds for so-called pre-IPO placements, stressing that such activities have not received regulatory approval.
The Commission assured investors that if it eventually receives and approves an application for a public offering by the refinery, an official prospectus would be made available in accordance with the provisions of the Investments and Securities Act, 2025.
