The Ethiopian Capital Market Authority (ECMA) said any marketing or sale of Dangote Petroleum Refinery and Petrochemicals shares in Ethiopia must be limited to qualified investors. The ruling keeps Ethiopian retail investors out of what has been billed as Africa’s largest initial public offering.

In a public notice issued on Tuesday, the regulator said it had been approached about a proposed offering in Ethiopia of the Nigerian refiner’s securities as part of its IPO. It said the offer “does not constitute an offer to the general public in Ethiopia.” The shares may not be advertised, marketed, distributed or sold to anyone who does not meet the qualified investor definition under Ethiopian capital market law.

ECMA cited the Capital Market Proclamation No. 1248/2021 and the Public Offer and Trading of Securities Directive No. 1030/2024 as the governing framework.

Conditions for intermediaries

The notice sets out obligations for any capital market service provider, intermediary, representative or agent involved in distributing or placing the securities. They must:

  • direct the offer only to persons who meet the qualified investor requirements
  • cap participation at 100 qualified investors unless the Authority gives prior approval
  • verify and document each investor’s qualified status before that investor participates
  • state clearly in all offering documents and promotional material that the offering is restricted to qualified investors
  • obtain ECMA approval for any solicitation advertisement before it is published, as required by Article 53 of Directive 1030/2024
  • avoid general solicitation, mass marketing or public advertising that could reach non-qualified investors

ECMA also stressed that authorizing a qualified-investor offering is not an endorsement of the securities, the issuer, the IPO or its investment merits. It said investors are responsible for reviewing the offering documents and assessing the risks themselves.

The regulator warned that any offer, solicitation, advertisement or sale of the shares to the general public in Ethiopia without the required registration, approval or exemption may break the law and lead to regulatory action. It advised investors to deal only with persons authorized to carry out capital market activities in Ethiopia.

Africa’s largest IPO

Aliko Dangote formally opened the refinery’s IPO on the Nigerian Exchange (NGX) in Lagos on September 14, 2026. The offer comprises 4.1 billion new ordinary shares priced at N525 each. The sale could raise ₦2.15 trillion, or about $1.6 billion, making it Africa’s largest IPO, and values the refinery at about $47 billion. The offer is open to retail and institutional investors as well as eligible investors across Africa.

The refinery reported $1.82 billion in profit after tax in the first half of 2026 on revenue of more than $13 billion, reversing a $476 million loss in 2025. The IPO follows a $2.5 billion private placement in July that was 3.7 times subscribed. Dangote plans to spend $14.3 billion to double capacity to 1.4 million barrels a day by 2029. The group is also planning a 700,000-barrel-a-day refinery in Kenya and is considering other African listings for the Nigerian refinery after its Lagos debut.