Uganda’s Capital Markets Authority (CMA) has approved the offer of shares in Dangote Petroleum Refinery’s initial public offering to Ugandan investors, but limited its marketing to high-net-worth individuals and professional investors.

The authority said in a public notice dated 6 October that SBG Securities Uganda Limited is, for now, the only intermediary authorised to market and offer the shares in Uganda. Marketing must go through a CMA-licensed intermediary that has the authority’s written no-objection, and the offer may not be advertised or solicited among the general public.

Dangote Petroleum Refinery and Petrochemicals is the Lagos refinery of Aliko Dangote, Africa’s richest man. It stands in the Dangote Industries Free Zone at Ibeju-Lekki, began commercial operations in January 2024, the prospectus says, and has capacity of about 700,000 barrels a day.

The shares are to be listed on the main board of the Nigerian Exchange (NGX) in Lagos, the prospectus says, with trading expected from mid-November.

The offer is of 4.1bn shares at ₦525 each, to raise ₦2.2tn, or about $1.6bn (Shs6.4tn), according to the prospectus dated 7 September. The Financial Times has described it as Africa’s largest ever IPO. The application list closes on 13 October, a week after the CMA’s notice, and the notice gives no separate deadline for Ugandan investors.

The CMA said it has not approved or endorsed the prospectus, nor assessed “the commercial merits, financial viability or expected performance of the investment”. It added that its approval is not a recommendation of the securities. The issuer and certain entities in the cross-border custody and execution arrangements are not licensed by, or under the direct supervision of, the CMA, and investors should understand foreign exchange, market and custody risks, and taxation considerations, it said.

The prospectus says no action has been taken to register an offer outside Nigeria, and that investors elsewhere in Africa may take part subject to clearance from counsel or securities regulators in their own countries. It lists SBG Securities (Pty) Limited and Ecobank Transactional Incorporated, and their affiliates and agents, as channels for those investors.

Foreign investors may need a certificate of capital importation to repatriate dividends and sale proceeds, and subscriptions and settlement are expected in naira. The prospectus says the application of that framework to a free-zone company such as the refinery “has not been extensively tested in practice”.

In Nigeria, retail investors can subscribe from 10 shares, or ₦5,250 (about $4, or Shs15,500). Aliko Dangote, who owns the refinery, said on 7 September that he was targeting 10mn shareholders “from all over Africa and maybe other parts of the world”, the Financial Times reported.

At listing, the offer would value the company at ₦65.2tn, or about $47.8bn (Shs192.5tn), with 3.3 per cent of its enlarged share capital on sale.

Two Dangote companies hold 80.7 per cent before the offer, and the Nigerian National Petroleum Company Limited holds 6.8 per cent. Pan-African Refinery Investment SPV, a Mauritius vehicle, has committed to take up to $400mn, about 25.3 per cent of the offer, subject to allotment.

The company plans to double the refinery’s capacity, now about 700,000 barrels a day, by 2029 at a cost of about $14.3bn, and says the net proceeds will pay for part of the work.

Dangote also plans a separate $16bn refinery in Kenya’s Lamu County to serve East Africa; this offer does not cover it. Uganda has backed both that project and a rival energy hub at Tanga in Tanzania.

The company reported a profit after tax of ₦2.5tn in the first half of 2026, after losses of ₦723.1bn in 2025 and ₦2.2tn in 2024. Borrowings were about $5.67bn at 30 June, all secured.

The CMA’s notice and the prospectus do not say what minimum SBG Securities Uganda will set, in which currency Ugandan investors will pay, what fees apply, or whether the 13 October close applies in Uganda.

($1 = Shs4,025.24, Bank of Uganda mid-rate on 6 October; $1 = ₦1,364, the rate used in the prospectus as at 5 August)