Key Takeaways
- • South Africa's Public Investment Corporation reportedly applied for approximately $500 million in Dangote Refinery shares, according to Bloomberg citing people familiar with the transaction.
- • Nigerian pension fund administrators collectively applied for another $400 million to $500 million (roughly ₦546 billion to ₦683 billion), with part of that demand covered through an earlier private placement.
- • The refinery's share offer sought at least $1.6 billion, with a 30% over-allotment option that could lift it to about $2.1 billion, and drew applications of about ₦5.85 trillion (roughly $4.3 billion) from nearly 3.8 million investors.
- • PenCom granted a one-off exemption from its investment eligibility requirements for this IPO only, as the refinery does not yet meet the three-of-five-years taxable profit and dividend tests.
- • Applications are not confirmed allocations; the SEC must approve the allotment basis, and Aliko Dangote could sell existing shares to meet excess institutional demand, though no decision has been announced.
Summary
The offer was substantially oversubscribed. The refinery sought at least $1.6 billion, with a 30% over-allotment option that could raise the transaction to about $2.1 billion. It received applications worth roughly ₦5.85 trillion (about $4.3 billion) from nearly 3.8 million investors, close to three times the initial target. The company offered about 4.1 billion shares at ₦525 each, valuing the transaction at about ₦2.15 trillion before over-allotment and the wider offer at approximately $50 billion. Even at $2.1 billion, demand would exceed available shares. Regulators must approve how shares are distributed.
Aliko Dangote could sell part of his existing holding through a secondary transaction to accommodate the excess institutional demand. Such a sale would differ from the IPO: proceeds from new shares would go to the refinery, while secondary sale proceeds would go to the selling shareholder. No decision has been announced, and Dangote is expected to retain control after listing.
The Nigerian pension funds were able to participate after the National Pension Commission (PenCom) granted a one-off exemption. Ordinarily, pension funds may invest only in companies with taxable profits in at least three of the preceding five years and dividends or bonus shares in at least one of those years. The refinery meets neither test, but PenCom cited its economic importance, growth prospects and the record of its controlling shareholder, Dangote Industries Limited. The waiver applies only to this offer. Nigeria's contributory pension system serves about 11 million members across 20 pension fund administrators.
The refinery, located in Lagos, currently processes about 650,000 barrels of crude daily and plans to more than double capacity to 1.4 million barrels per day by 2029, with the estimated $14.3 billion expansion expected to be supported by offering proceeds. The Securities and Exchange Commission must approve the allotment basis before excess funds are refunded and trading begins on the Nigerian Exchange.
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