The National Pension Commission (PenCom) has relaxed its shares investment rules to allow pension fund administrators (PFAs) to participate in the Dangote refinery initial public offering (IPO) expected later in the year.
The decision was communicated bia a circular sent to all licensed pension operators.
The regulatory forbearance specifically targets provisions in Section 6.2.7.1 (iii) of the revised regulation on investment of pension fund assets.
Based on the law, pension fund assets can only be invested in ordinary shares of public limited or private companies if the firm has an “operating track record of having made taxable profits for at least three out of the five years preceding the investment, and paid dividends or issued bonus shares for at least one out of the five years.
However, with the circular, PenCom has now suspended that regulation to ensure pension operators can invest in Dangote Petroleum Refinery & Petrochemicals FZE (DPRP) — an organisation yet to meet the requirements as prescribed by the law.
Explaining the rationale for the policy, the commission said it carefully evaluated the “strategic investment opportunity and the economic impact” of the proposed IPO on the pension industry and the broader economy.
“In light of these considerations, the Commission has reviewed the request for a special dispensation that would permit Pension Fund Administrators (PFAs) to invest pension fund assets in the IPO,” the circular reads.
“In reaching its decision, the Commission considered DPRP’s strategic importance, strong fundamentals, and wide-ranging economic benefits, and the growth potential. The Commission also took into account the record of Dangote Industries Limited, DPRP’s majority shareholder.
“Accordingly, the Commission hereby grant a special dispensation from Section 6.2.7.1 (iii) of the Revised Regulation on Investment of Pension Fund Assets. This dispensation involves waiving the applicable existence, profitability, and dividend requirements without prejudice to other extant regulatory safeguards.”
The regulator said the circular takes effect immediately.
PenCom also asked PFAs to ensure that all investments made under the dispensation are undertaken in line with their internal investment policies, risk management frameworks, and fiduciary duties to contributors and retirees.
However, the agency warned that the regulatory forbearance granted under the circular “is exceptional, one-off, and strictly case-specific” to the refinery’s IPO.
“It shall not constitute an automatic precedent for future Initial Public Offerings or other investment transactions,” PenCom said.
Dangote refinery’s plan to go public was first disclosed in May 2024, when Devakumar Edwin, the executive director of Dangote Group, said the 650,000-barrel-per-day plant was aiming for a dual listing on the London Stock Exchange (LSE) and Nigerian Exchange (NGX) Limited.
There are also considerations for a cross-border listing on African stock exchanges, with recent disclosures indicating that the refinery would sell between 5 percent to 10 percent of its stake as it targets a valuation of $50 billion.
The IPO, which has since triggered excitement within Nigeria’s investment community, is expected to attract huge participation, but no date of commencement has been announced.
In February 2026, Aliko Dangote, chief executive officer (CEO) of the Dangote Group, said Nigerians will be able to purchase shares directly from the refinery within the next five months – that is July, if plans stay intact.
