Cease and Desist Directives on Misleading and Manipulative Solicitations, Promotional, and Pre-marketing Activities Relating to a Purported Securities Offering of Dangote Petroleum Refinery & Petrochemicals FZE

The attention of the Securities and Exchange Commission (“the Commission”) has been drawn to the various advertisements, flyers, digital banners, and targeted electronic mail being circulated on social media platforms and digital investment channels concerning a purported securities offering by Dangote Petroleum Refinery & Petrochemicals FZE (“the Refinery”) .

The Commission notes with concern, the involvement of some Registered Capital Market Operators (CMOs) in this unwholesome and manipulative exercise of actively soliciting advance subscriptions in connection with a purported securities offering for which NO APPLICATION has been submitted to the Commission. The Commission, by this Notice informs all market participants and the investing public that: 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 ongoing premature marketing activities is capable of misleading investors, distorting market expectations, creating information asymmetry and generally undermining the integrity of the capital market. Such marketing, distribution of unapproved prospectuses, and invitations to “create accounts”, “pre-fund,” or “secure guaranteed allocations” constitute market manipulation and amounts to serious violation of the Investments and Securities Act.

Accordingly, the Commission pursuant to the powers conferred on it by the Investments and Securities Act, 2025 and the Rules and Regulations made pursuant to the Act, hereby directs all Registered Capital Market Operators, especially Stockbrokers and Digital Platform Promoters to:

Non-compliance with this directive shall attract applicable regulatory sanctions in line with the provisions of the Investments and Securities Act, 2025 and the SEC Rules and Regulations.

Advisory to the Investing Public Members of the public are advised to exercise caution and rely only on formal, official pronouncements issued directly by the Commission through its official channels. 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.

At any time the Commission receives an application for any form of public offering of securities by the Refinery and the application is reviewed and cleared for subscription by the public, an approved prospectus to that effect will be made available to the public in line with the provisions of the ISA, 2025.

To verify the registration status of any security issued to the public or capital market operator, please visit the SEC official portal at www.sec.gov.ng or contact our Enforcement Department at enforcement@sec.gov.ng .

Signed: Management Securities and Exchange Commission, Nigeria