The Securities and Exchange Commission (SEC) has banned the marketing and promotion of a purported initial public offering (IPO) by Dangote Petroleum Refinery & Petrochemicals, warning that no application for such an offer has been filed with or approved by the regulator.

In a public notice issued yesterday, the commission said it was 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.

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.

The regulator said “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 commission added 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”.

It further stated that 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 directed all Registered Capital Market Operators, particularly stockbrokers and digital platform promoters, to immediately stop all promotional activities.

The SEC ordered them 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”.

It also directed operators to “remove or take down all such unauthorized marketing materials from websites, social media handles (including X, LinkedIn, Instagram, Facebook etc.), and messaging groups within twenty-four (24) hours of this notice”.

The regulator further instructed 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 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.

Advising investors to exercise caution, the SEC said members of the public should “rely only on formal, official pronouncements issued directly by the commission through its official channels.”

It warned 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.”

The commission assured that if it eventually receives and clears an application for a public offering by the refinery, an approved prospectus would be made available to investors in line with the provisions of the Investments and Securities Act, 2025.

Meanwhile, the Director General of the SEC, Dr Emomotimi Agama, has called for enhanced collaboration among African markets for a stronger interconnection within the continent as well as development of new products.

This is as the SEC Nigeria signed a Memorandum of Understanding with the Capital Markets Authority of Rwanda in Abuja, Monday.

“The Parties recognize the importance of cooperation in fostering confidence, innovation, market development, and sound practices within their respective capital markets, as well as in supporting regional and international engagement where relevant”.

Speaking at the event, Agama stated that the Commission is ready to actively collaborate with African nations to harmonize regulations, promote cross-border listings, and enhance investor protection across the continent.

He said: “We are excited on this opportunity to help you develop your capital market. We need to cooperate in Africa, invest in each other’s market and grow our continent. In so doing, we will build collaboration so that as Africans we can have a focus and build a strong interconnection. The time is now for us to look inwards.

“We appreciate the strength of the Rwandan economy as we are aware of the flow of finance, commerce and other great things your President has done to rekindle the real value of the African race. On our part, we have a very strong capital market structure and we want to see what role the capital market can play in all of this,” he said.

Agama noted that the capital market is the nerve Centre of the economy, adding that the citizens need to understand how to use it to create wealth to improve their quality of life of the citizens.

He said, “The capital market is an enabler to the development of the economy and we believe there is so much for you to learn from us to help strengthen your own market. We are excited about what the future holds for us, we are willing to assist to contribute to the success of other nations.

“Our relationship and Integration will go a long way in building both markets and make life better for our citizens. As we forge a common front, we encourage government to use long-term capital for long-term projects. The capital market is the solution to raising funds for long-term infrastructure development.

“We see the capital market as a solution provider to move the economy forward. We want to make Africa better and a destination of choice. We want to jointly work with other regulators to achieve it.”