Regulator PenCom waives rule to allow pension fund investment in Dangote Refinery IPO

PenCom sys it will temporarily waive standard requirements that typically govern pension fund investments in equities.

Nigeria’s pension regulator has granted pension fund administrators special approval to invest in the proposed initial public offering of the Dangote Petroleum Refinery, easing long-standing eligibility rules in a move seen as a boost for one of the country’s most strategic industrial projects.

In a circular issued on May 13, the National Pension Commission said it would temporarily waive standard requirements that typically govern pension fund investments in equities, including profitability history and dividend payment records.

Under existing regulations, pension assets can only be invested in shares of companies that have recorded taxable profits for at least three of the previous five years and paid dividends or issued bonus shares in at least one of those years.

However, PenCom said the Dangote refinery’s proposed IPO qualified for exceptional treatment due to its strategic economic importance, growth potential and the track record of its parent company, Dangote Group.

“In reaching its decision, the Commission considered DPRP’s strategic importance, strong fundamentals, wide-ranging economic benefits and growth potential,” the regulator said in the circular.

The commission added that the waiver was “exceptional, one-off and strictly case-specific,” stressing that it would not automatically apply to future IPOs or investment transactions.

Despite the exemption, pension fund administrators are still required to comply with internal investment policies, fiduciary obligations and risk management frameworks before investing contributors’ funds.

The refinery, a $20 billion project with a capacity of 650,000 barrels per day, has become central to Nigeria’s efforts to reduce dependence on imported petroleum products and strengthen domestic refining capacity.

Plans for a public listing were first disclosed in 2024, when executives of the Dangote Group indicated that the refinery was considering listings on both the Nigerian Exchange and the London Stock Exchange. The company is reportedly considering selling between five and 10 per cent equity, targeting a valuation of about $50 billion.

In February 2026, Aliko Dangote said Nigerians would be able to purchase shares in the refinery within months, potentially opening one of Africa’s largest industrial projects to retail and institutional investors alike.

The latest regulatory approval is expected to significantly expand the pool of potential domestic investors ahead of the offering.


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