Why applying for shares is not the same as becoming a shareholder—and what happens if you are not allotted any.
Victor Adetunji Oni.
Introduction: The Dangote Petroleum Refinery
On the 7th of September 2026, Alhaji Aliko Dangote, Head of the Dangote Group and the
visionary behind the Dangote Oil Refining Company announced that his refinery would
launch its initial public offering (IPO) to sell shares to the public on September 14,
2026.1 For context, the Dangote Refinery is currently Africa’s largest oil refinery and the
world’s largest single-train refining facility. To understand the scale of the Dangote
Refinery’s operations, one must first consider the extraordinary magnitude of the
enterprise. The refinery is situated in the Lekki Free Zone in Lagos State, and occupies
approximately 2,635 hectares of land, an area Dangote Industries describes as roughly
six times the size of Victoria Island2. This makes one thing clear; the decision to launch
an IPO was not motivated primarily by financial considerations.
After years of construction, investment and anticipation, Nigerians were being offered
an opportunity to acquire an ownership interest in one of the country’s most
consequential industrial projects. Bear in mind that, the refinery had already raised
approximately US$2.5 billion through a private placement in July 2026, attracting
institutional investors, including the Africa Finance Corporation3 . True to his word,
what followed was a public offer by the company, which opened on the 14th September
2026, offering 4.1 billion ordinary shares at ₦525 per share. With a minimum
subscription of ₦5,250, the offer was designed to make participation accessible to a
broad pool of investors. It is expected to become Africa’s largest initial public offering to
date.4
1 Isaac Anyaogu et al, ‘Billionaire Dangote launches oil refinery ‘people’s IPO’, Africa’s biggest’ (Reuters, 14
September 2026) < https://www.reuters.com/business/energy/nigerian-billionaire-dangote-launches-oil-refinery-
ipo-africas-biggest-share-2026-09-14/> accessed 3 October 2026
2 Yinka Kolawole, ‘DANGOTE REFINERY: Unveiling Africa’s top industrial giant’ (Vanguard, 7 February 2022)
< https://www.vanguardngr.com/2022/02/dangote-refinery-unveiling-africas-top-industrial-giant/> accessed 3
October 2026
3 Isaac Anyaogu, ‘Facts about Nigeria’s Dangote oil refinery Initial Public Offering’ (Reuters, 14 September 2026)
< https://www.reuters.com/business/energy/facts-about-nigerias-dangote-oil-refinery-initial-public-
offering-2026-09-14/> accessed 3 October 2026
1The Public Response to the IPO
Within hours of the IPO opening on 14th September 2026, NGX Chairman, Umaru
Kwairanga said subscriptions had already exceeded Ten Billion naira (N10 billion).
4 Though not unprecedented, the public response has also been accompanied by a
familiar Nigerian phenomenon: humour. Social media has been awash with skits, jokes
and celebratory declarations by people who have applied for shares and paid the
requisite amounts. Overnight, it would seem, many Nigerians have acquired a new title:
part-owners of Dangote Refinery.
One can hardly blame the excitement. There is something appealing about the prospect
of owning a piece of a major industrial enterprise rather than merely buying its products.
The offer has given ordinary investors an opportunity to participate in a business whose
operations have attracted considerable national and international attention.
But before we all begin demanding our seats at the next shareholders’ meeting, there is
a small but important legal detail to consider.
Is applying for shares the same thing as being allotted shares? Does paying for
shares by itself, establish that the applicant has become a shareholder.
The answer is regrettably NO. It must be borne in mind at this juncture that, this article
is not intended to dampen the excitement. It is simply a reminder that corporate equity,
however attractive, is acquired through a more elaborate process guided by the
provisions of the Companies and Allied Matters Act, 2020 and not through the
enthusiasm of an applicant or the confirmation of a bank transfer.
The journey from application to ownership
As previously observed, paying for shares is not the same as owning them. Whether in
the Dangote Refinery or any other company, the transition from a prospective investor
to shareholder involves more than the mere payment of the subscription price. The
Dangote Petroleum Refinery announced in its official IPO prospectus published on 7th
September 2026, that the Allotment Announcement is scheduled to be published
around 12th November 2026.5 For context, think of it as contractual situation where you
offer to purchase an item or service and the seller has the discretion to decide how he
sells and how much he sells.
4 Priscilla Iwedike, ‘Dangote Refinery IPO draws N10bn as investors rush for shares’ (The Guardian, 14
September 2026) < https://guardian.ng/breakingnews/dangote-refinery-ipo-draws-n10bn-as-investors-rush-for-
shares/> accessed 3 October 2026
5 Daba, ‘Dangote Refinery IPO Timeline: Every Key Date You Need to Know’ (Daba, 16 September 2026)
accessed 3 October 2026
2Where most Nigerians are (offer for subscription: payments), is currently the second
stage of the process. The more elaborate procedure is as follows:
A. Prospectus; Issuing a prospectus is the first stage in any IPO or subsequent offers.
A prospectus is a formal legal document that provides details about an investment
offering to the public to help investors make informed decisions6. For simplicity, you
can take it as the detailed announcement which informs the public about the offering
and everything you need to know about the offering.
B. Receive and Record Applications; This is the second stage and the stage where a
lot of Nigerians are. The point where the Dangote Refinery receives offers for
subscription from applicants / prospective shareholders. Worthy of note is that, at
this point, the 10, 40, 5000 or 20,000 shares subscribed or paid for by prospective
applicants on the platform of various financial institutions has not yet crystallized.
C. Convene Board Meeting (Allotment Committee); This is the stage where the
Board, Committee and/or Company considers the offers received and decides how
the shares will be allotted. It is also perhaps, the integral part because this is where
ownership is determined. In considering the offers for subscription by applicants,
one of three (3) decisions can be made in respect of a prospective shareholder, as
follows:
i. ii. iii. accept the offer and issue letter(s) of allotment: Dangote Refinery
wholly accepts the offer, in consequence of which they issue a letter of
allotment to the prospective shareholder;
reject the offer; Dangote Refinery wholly rejects the offer, in
consequence of which they issue a letter of rejection to the prospective
shareholder;
partly accept the offer; Dangote Refinery partly accepts the offer. What
this means is that, the company does not wholly accept the offer but
rather counter-offer by accepting to allot lesser number of shares;
D. Prepare Share Certificates8; This is the stage where the company issues share
certificates to successful applicants. In line with Section 171(1), every company must
within three months after the date on which a transfer of any such shares is lodged
6 CFI Team, ‘Prospectus’ (Corporate Finance Institute, 20 August 2019)
7 Section 171 of the Companies and Allied Matters Act, 2020
3with the company, complete and have ready for delivery, certificates of all shares,
allotted or transferred, unless the condition of issue of the shares otherwise provides.
Unfortunately, this is also the stage where the company issues letters of rejection.
The refinery will also deal with letters of renunciation i.e. letters from persons who
were allotted shares but decide to renounce them.
E. Enter Allottees name in the Register of Members; This is the stage where the
names of Allottees in entered in the register of members. It is at this stage, an allottee
(as in this case, the many Nigerians already claiming to be part-owner) can
legitimately claim to be shareholders and part-owners in the company.
F. Dangote Refinery files a return of allotment within 15 days after allotment. It
is particularly important to note that, the Securities and Exchange Commission
(SEC) must issue a “no-objection” to the Basis of Allotment, effectively approving how
shares will be distributed.
What if you are not allotted the shares you applied for?
Here is the encouraging part: failure to obtain an allotment in the public offer does not
necessarily mean that the dream of becoming a shareholder has ended. A public offer is
one route to acquiring shares. It is not necessarily the only route.
Once shares have been validly allotted to investors and the applicable restrictions and
procedures permit their disposal, an interested person may be able to acquire shares
from an existing shareholder through a transfer. The precise availability and process
will depend on the company’s legal framework, its constitutional documents, the terms
of the offer and the applicable securities-market rules.
Shares can also be bequeathed. In other words, it can be transmitted or passed down
from a person to another, for example; from a parent to a child or testator to a
beneficiary. It can be inherited.
Conclusion: You may be a prospective owner, but wait for the allotment!
The Dangote Refinery public offer is an important development in Nigeria’s investment
landscape. It has generated public enthusiasm and provided eligible investors with an
opportunity to seek an ownership interest in a major industrial enterprise. But the legal
process must not be lost in the excitement.
Applying for shares is not allotment; payment is not, by itself, proof of share ownership;
and an application should not be mistaken for a completed investment in the company.
The applicable procedures must be followed, the allotment outcome confirmed and the
resulting holding appropriately recorded.
4BIBLIOGRAPHY
1. Isaac Anyaogu et al, ‘Billionaire Dangote launches oil refinery ‘people’s IPO’, Africa’s
biggest’ (Reuters, 14 September 2026)
<https://www.reuters.com/business/energy/nigerian-billionaire-dangote-
launches-oil-refinery-ipo-africas-biggest-share-2026-09-14/> accessed 3 October
2026
2. 3. Yinka Kolawole, ‘DANGOTE REFINERY: Unveiling Africa’s top industrial giant’
(Vanguard, 7 February 2022) < https://www.vanguardngr.com/2022/02/dangote-
refinery-unveiling-africas-top-industrial-giant/> accessed 3 October 2026
Isaac Anyaogu, ‘Facts about Nigeria’s Dangote oil refinery Initial Public Offering’
(Reuters, 14 September 2026) < https://www.reuters.com/business/energy/facts-
about-nigerias-dangote-oil-refinery-initial-public-offering-2026-09-14/> accessed
3 October 2026
4. 5. Priscilla Iwedike, ‘Dangote Refinery IPO draws N10bn as investors rush for shares’
(The Guardian, 14 September 2026) <https://guardian.ng/breakingnews/dangote-
refinery-ipo-draws-n10bn-as-investors-rush-for-shares/> accessed 3 October 2026
Daba, ‘Dangote Refinery IPO Timeline: Every Key Date You Need to Know’ (Daba,
16 September 2026) https://dabafinance.com/en/insights/dangote-refinery-
ipotimeline-every-key-date-you-need-to-know accessed 3 October 2026
6. CFI Team, ‘Prospectus’ (Corporate Finance Institute, 20 August 2019)
<https://corporatefinanceinstitute.com/resources/valuation/prospectus/>
accessed 3 October 2026
7. Section 171 of the Companies and Allied Matters Act, 2020
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