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SEC justifies ban on promotion of Dangote Refinery’s IPO, warns against Capital market manipulation

*The Securities and Exchange Commission, in Nigeria, decries the involvement of some Registered Capital Market Operators in an ‘unwholesome and manipulative exercise’ of actively soliciting advance subscriptions for purported the Initial Public Offering by Dangote Petroleum Refinery and Petrochemicals without due application to the Commission

Alexander Davis | ConsumerConnect

The Securities and Exchange Commission (SEC), in Nigeria, has banned the marketing and promotion of a purported Initial Public Offering (IPO) by Dangote Petroleum Refinery and Petrochemicals FZE, warning that no application for such an offer has been filed with or approved by the regulator.

In a public notice made available to Vanguard on Tuesday, the Commission said it had become aware of advertisements, flyers, digital banners and targeted electronic mails circulating on social media platforms and investment channels concerning a supposed securities offering by the refinery.

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The SEC expressed concern over the involvement of some Registered Capital Market Operators (CMOs) in what it described as an “unwholesome and manipulative exercise” of actively soliciting advance subscriptions for an offering that has not been presented to the Commission.

According to the regulator, “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.”

The Capital market regulatory Commission also observed that the ongoing pre-marketing activities were “capable of misleading investors, distorting market expectations, creating information asymmetry and generally undermining the integrity of the capital market.”

The Commission asserted the marketing campaign and invitations to “create accounts”, “pre-fund,” or “secure guaranteed allocations” amounted to market manipulation and constituted “serious violation of the Investments and Securities Act.”

Consequently, the Commission disclosed it has directed all Registered Capital Market Operators, particularly stockbrokers and digital platform promoters, to immediately stop all promotional activities.

Regulator directs market operators to halt promotional activities, refund unwary investors

Sequel to the affirmation of the “unwholesome and manipulative exercise”, SEC directed the Capital market 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 regulatory Commission further directed the operators to “remove or take down all such unauthorised marketing materials from Web sites, social media handles (including X, LinkedIn, Instagram, Facebook etc.), and messaging groups within twenty-four (24) hours of this notice.”

It also instructed Capital market operators to desist from accepting deposits, commitments, account openings or expressions of interest from investors for the purported public offering and to “reverse and refund all funds already collected in connection with this purported offering to clients within twenty-four (24) hours of this notice.”

The Commission as well warned that defaulters would face sanctions as non-compliance would attract penalties under the Investments and Securities Act, 2025 and the SEC Rules and Regulations.

Likewise, SEC advised investors to exercise caution, urging members of the public to “rely only on formal, official pronouncements issued directly by the Commission through its official channels.”

The Commission equally cautioned that “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.”

It, however, assured Nigerians that eventually, when the Commission receives and clears an application for a public offering by the Dangote Petroleum Refinery, an approved prospectus would be made available to investors in line with the provisions of the Investments and Securities Act, 2025.

 

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