Nigeria’s Securities and Exchange Commission (SEC) has approved Dangote Petroleum Refinery’s initial public offering of 4.1 billion shares at N525 each, setting the stage for a N2.15 trillion capital raise that could become Africa’s largest-ever share sale.
Under the approved offering, Dangote Petroleum Refinery and Petrochemicals FZE will offer 4.1 billion ordinary shares at N525 each, potentially raising approximately N2.15 trillion if the issue is fully subscribed.
The order book is expected to open on September 14, according to a source familiar with the transaction, putting one of Nigeria’s most anticipated corporate listings within days of formally reaching investors.
The SEC approval marks a major milestone in Dangote’s plan to list the refinery and raise fresh capital to support an expansion that would double its processing capacity to 1.4 million barrels per day.
In addition to approving the new shares, the SEC registered 120.13 billion existing ordinary shares in the refinery.
At the N525 offer price, the registered shares and proposed new issue imply a valuation of approximately $47 billion for the refinery, according to Reuters calculations.
That valuation will put investor appetite at the centre of the offering as the Nigerian capital market prepares to absorb one of the largest transactions in its history.
The SEC approval clears the refinery’s draft offer documents and authorises the company to proceed with its Completion Board Meeting and Signing Ceremony ahead of the public offering.
Vetiva Advisory Services Limited is serving as the Lead Issuing House for the transaction.
The refinery could also increase the size of the offering if investor demand exceeds expectations.
The IPO is expected to include a greenshoe option allowing approximately 15 percent more shares to be sold in the event of oversubscription.
Exercising the option would increase the amount ultimately raised beyond the N2.15 trillion available under the base offering.
Dangote has been positioning the transaction as an African investment opportunity rather than solely a Nigerian capital-market offering with the industrialist seeking participation from institutional and retail investors across the continent.
The listing would give investors direct exposure to a refinery that has rapidly become one of the most important assets in Africa’s energy industry.
Located in the Lekki Free Zone in Lagos, the refinery was constructed at an estimated cost of about $20 billion and has a nameplate processing capacity of 650,000 barrels per day.
The facility has already tested processing volumes of approximately 700,000 barrels per day and is being positioned for another major expansion.
Dangote plans to increase capacity to 1.4 million barrels per day, which would place the facility among the world’s largest refineries.
Capital raised from the IPO is expected to help finance that expansion.
The refinery has already secured a $400 million underwriting commitment ahead of the public offering, providing additional financial backing for the transaction.
The refinery’s growing production has significantly altered Nigeria’s downstream petroleum industry since commercial operations began.
Nigeria historically relied heavily on imported petrol, diesel, aviation fuel and other petroleum products despite being one of Africa’s largest crude oil producers.
Dangote Refinery has reduced that dependence while increasingly supplying refined products to markets outside Nigeria.
The facility has exported products across Africa and into Europe, including aviation fuel, and has benefited from tighter international fuel supplies following disruptions linked to the conflict involving Iran.
Its expanding international presence could become an important consideration for investors assessing the refinery’s long-term earnings potential.
Dangote has said he wants the refinery to become one of Africa’s largest companies, with annual earnings before interest, taxes, depreciation and amortisation eventually exceeding $12 billion.
However, the approximately $47 billion valuation implied by the IPO pricing is also likely to attract scrutiny.
Some market participants have questioned how the valuation compares with publicly traded international refiners with similar processing capacity.
That makes the level of institutional and retail demand for the N525 shares an important test of how investors value the refinery’s scale, expansion potential and position in Africa’s petroleum market.
The transaction will also be significant for the Nigerian Exchange.
A successful offering would substantially deepen the size of Nigeria’s equity market while adding a major energy company to a market historically dominated by banks, telecommunications companies, consumer businesses and Dangote’s existing cement operations.
For Nigeria’s capital market, the offering could also encourage other large privately controlled companies to consider public listings if investors demonstrate sufficient appetite for the transaction.
Attention will now shift to the completion of the remaining transaction formalities and the expected opening of the order book on September 14.
If fully subscribed, the N2.15 trillion base offer would mark a landmark fundraising for Nigeria and potentially establish a new benchmark for large-scale equity transactions across Africa.
