Olufemi Adeyemi
More than 60 financial, legal, accounting and professional services firms have been assembled to execute Dangote Petroleum Refinery and Petrochemicals’ N2.15 trillion initial public offering, making the transaction one of the most expansive capital-market exercises in Nigeria’s history.
The refinery is offering 4.1 billion ordinary shares at N525 per share, with the offer scheduled to open on September 14, 2026.
The capital raise is expected to support an ambitious expansion programme that would double the refinery’s capacity from 700,000 barrels per day to 1.4 million barrels per day.
The expansion is estimated to require about $14.27 billion in capital expenditure, placing significant importance on the IPO as Dangote Refinery seeks to deepen its operations and scale its position in the global petroleum products market.
But behind the headline N2.15 trillion valuation is an extensive professional network responsible for designing, documenting, scrutinising and executing the offer.
The transaction involves 25 joint issuing houses and 32 stockbroking firms, in addition to lawyers, accountants, auditors, registrars, Shariah advisers and other specialist professionals.
For several of the key advisers, the work began more than a year before investors were invited to subscribe for shares.
The investment bankers building the deal
At the centre of the IPO are Vetiva Capital Management Limited and FirstCap, two investment banking firms that were involved in preparations for the transaction well before the offer reached the market.
The firms spent more than a year working through the structuring, regulatory and execution requirements associated with an IPO of this scale.
Vetiva ultimately emerged as the Lead Issuing House and Lead Adviser, placing the investment bank at the heart of the transaction.
Its responsibilities include structuring the offer, coordinating stakeholders, engaging with regulators and overseeing the overall execution of the IPO.
FirstCap is one of the major Joint Issuing Houses and was also part of the core advisory group involved during the preparatory stages of the transaction.
Chapel Hill Denham Advisory Limited is another of the Joint Issuing Houses participating in the offer.
Together with the other issuing houses, the investment banks provide the financial and regulatory architecture required to transform Dangote Refinery’s expansion plans into a public capital-raising exercise.
The lawyers handling the legal architecture
The scale of the transaction also requires substantial legal expertise, given the number of shares being offered, the regulatory requirements and the potentially large investor base.
Banwo & Ighodalo is serving as Solicitor to the Issuer, advising Dangote Refinery on the legal and regulatory aspects of the offer.
Its mandate includes securities law advice, regulatory compliance, review of offer documents, legal due diligence and coordination of requirements involving the Securities and Exchange Commission and the Nigerian Exchange.
The appointment also builds on Banwo & Ighodalo’s longstanding relationship with the Dangote Group.
The firm has worked on a number of major corporate transactions, including Renaissance Africa Energy’s acquisition of Shell Petroleum Development Company of Nigeria.
Olaniwun Ajayi LP and AELEX are also providing legal services on the IPO.
Olaniwun Ajayi brings experience from several major Nigerian financing and capital-market transactions, including NNPC Limited’s $3.3 billion structured financing facility, Nigeria LNG’s $3 billion Train 7 financing project, and Airtel Africa’s dual listing and IPO.
AELEX has experience spanning capital markets, project finance, oil and gas, banking and infrastructure.
The firm has advised on transactions including Sanlam’s partnership with MTN Group and AFEX Investment Limited’s N21 billion asset-backed commercial paper programme.
The involvement of multiple leading commercial law firms reflects the legal complexity of taking a company of Dangote Refinery’s scale to the public market.
KPMG, Deloitte scrutinise the numbers
The financial information underpinning the IPO has also brought major professional services firms into the transaction.
KPMG Professional Services is serving as the Reporting Accountant.
The reporting accountant's role includes reviewing and reporting on financial information contained in the offer documentation, providing professional scrutiny of the historical financial information made available to prospective investors.
KPMG has advised on several major transactions in Nigeria, including transaction advisory work relating to Zenith Bank’s acquisition of Kenya’s Paramount Bank and involvement in the strategic sale of a 25 per cent stake in energy company Axxela to Japanese conglomerate Sojitz Corporation.
Deloitte & Touche Chartered Accountants is also involved as auditor to the transaction.
Their roles are critical to the credibility of the financial information presented to investors, particularly given the size and complexity of the proposed offering.
Shariah assessment adds another layer
The IPO also includes a Shariah-compliance component.
Buraq Capital Limited was appointed to conduct a Shariah assessment of both Dangote Refinery as the issuer and the shares being offered to investors.
The assessment examines the company's business activities and applicable financial screening criteria to determine compliance with relevant Shariah requirements.
The inclusion of the assessment potentially broadens the pool of investors able to evaluate the offer through an Islamic finance framework.
Coronation Registrars to manage investors
Behind the subscription process is Coronation Registrars Limited, which is serving as Registrar to the IPO.
Its responsibilities include maintaining investor records, processing subscriptions, managing allotments and administering shareholder information.
The scale of Coronation Registrars' existing operations provides an indication of the infrastructure required to handle the offer.
According to its 2025 performance scorecard cited in information reviewed for the transaction, the registrar processed approximately N1.28 trillion in dividends during the year and managed almost three million shareholder accounts.
Its client base includes some of Nigeria's largest listed companies, including Access Holdings, MTN Nigeria, Airtel Africa, Dangote Cement and Aradel Holdings.
A deal bigger than the headline figure
The Dangote Refinery IPO will inevitably be measured by the amount of capital it seeks to raise, the valuation attached to the refinery and the expansion it is intended to finance.
Yet the transaction also illustrates the depth of professional infrastructure required to take a company of this scale to the public market.
Before investors were given the opportunity to subscribe, investment bankers had spent months structuring the offer and navigating regulatory requirements.
Lawyers were developing its legal framework and conducting due diligence, while accountants and auditors scrutinised the financial information supporting the offer.
Registrars were preparing the systems required to process potentially large volumes of applications, maintain shareholder records and manage allotments.
With 25 joint issuing houses, 32 stockbroking firms and dozens of other professional advisers involved, the IPO represents not only a major fundraising exercise for Dangote Refinery but also a large-scale mobilisation of Nigeria's financial and professional-services industry.
If successful, the N2.15 trillion offer would provide Dangote Refinery with substantial capital towards its next phase of expansion, while giving Nigeria's capital market one of its most closely watched public offerings.
