Who can invest in Dangote refinery IPO in Uganda?

KAMPALA. Uganda’s capital markets regulator has restricted participation in the Dangote Petroleum Refinery initial public offering (IPO) to high-net-worth individuals and institutional or professional investors, shutting out ordinary retail investors from directly accessing the share offer.

The Capital Markets Authority (CMA) said it had authorised SBG Securities Uganda Limited to market and facilitate participation in the Nigerian refinery’s IPO, but warned that the offer must not be advertised indiscriminately or promoted to the general public.

The offer, which seeks to raise about $1.6 billion, was launched in Nigeria on September 14, with the subscription period scheduled to close on October 13, 2026.

The restriction means Ugandans interested in buying shares must meet the eligibility requirements for high-net-worth or professional investors and participate through an authorised intermediary.

In a notice, CMA said all marketing, promotion, distribution and solicitation activities relating to the offer in Uganda must be conducted through an intermediary licensed by the authority. The intermediary must also obtain CMA’s express written no-objection before undertaking the activities.

“As at the date of this notice, the public is informed that CMA Uganda has authorised SBG Securities Uganda Limited to market and offer the offer to Ugandan investors, until any other authorisation granted to any other licensed intermediary,” the regulator said.

The approval followed an application submitted on behalf of Dangote Petroleum Refinery and Petrochemicals FZE by Stanbic IBTC Capital Limited. CMA said it had confirmed that Nigeria’s Securities and Exchange Commission had approved the offer and its prospectus.

To facilitate the cross-border transaction, CMA granted the issuer an exemption from certain requirements under Uganda’s Capital Markets Authority Act and related regulations, subject to conditions intended to protect local investors.

Retail investors excluded

The regulator’s decision limits access to investors considered capable of participating in the offer under the high-net-worth and professional investor categories.

Ordinary Ugandans who do not meet those eligibility requirements cannot participate through the offer as currently authorised in Uganda.

CMA said the approval should not be interpreted as an endorsement or recommendation of the IPO, the shares being offered or the investment’s commercial prospects.

The authority also clarified that it had neither approved nor endorsed the prospectus itself nor assessed the refinery’s commercial merits, financial viability or expected investment performance.

It cautioned that the issuer and some entities involved in cross-border custody and execution arrangements were not licensed or directly supervised by CMA Uganda.

Prospective investors were advised to understand the risks associated with buying securities listed in foreign markets, including foreign exchange fluctuations, market volatility, custody arrangements, tax obligations and the procedures for exercising shareholder rights.

The regulator urged eligible investors to review the available documentation carefully, seek independent professional advice where necessary and transact only through licensed and authorised market players.

Offer attracts regional interest

The IPO has attracted attention in East Africa following Dangote Group chairman Aliko Dangote’s announcement of plans to build a major refinery in Kenya.

The Nigerian offer is expected to result in the refinery’s shares trading on the Nigerian Exchange, with listing tentatively scheduled for December 8, 2026.

CMA said its approval and exemptions apply only to the distribution of this particular IPO in Uganda and do not constitute blanket authorisation for future offers or transactions involving the issuer or participating intermediaries.

For Ugandan investors, access to the share offer is therefore conditional on meeting the regulator’s eligibility requirements, using an authorised intermediary and understanding the risks of investing in a security listed outside the country.