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Africa's richest man is offering 4.1 billion shares at ₦525 — targeting 10 million retail investors at ₦5,250 minimum. The prospectus is 192+ pages. Whisone read it. Here are the 7 things you should know, a calculator to run your numbers, and a free download.
Hosted on issuer site + mirrored here for convenience. SEC: prospectus does not imply endorsement.
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THE DOCUMENT ITSELF
The prospectus is the only SEC-cleared source. We turn it into structured intelligence — so you don't miss the fine print.
WHISONE READ THE PROSPECTUS
From the Chairman's letter (p.49) to the risk factors (p.134). Sourced, not hyped.
No revenue in 2021–2023 (construction). 2024: ₦9.38tn revenue, but ₦887bn gross loss. 2025: ₦18.74tn revenue, ₦348bn gross profit. H1 2026: ₦19.13tn — already > full 2025. Profit swung from –₦2.23tn (2024) to –₦723bn (2025) to +₦2.5tn in H1 2026. Margins hinge on crude/product crack spreads, not Nigeria GDP. PMS is now 40–42% of sales (6m MT in H1 2026).
Source: Historical Financials p.75–78 · Operating review p.80Designed 650k bpd, now 700k bpd integrated refinery + petchem in the Dangote Industries Free Zone (DIFZ). Commissioned 22 May 2023, commercial Jan 2024, full 650k performance Feb 2026, up to 700k in Jun 2026. NCI 11.5 vs 8.9 EM average — high complexity, high yield flexibility. 155 grades of polypropylene, 830k tpa capacity. Power: 570MW captive gas plant.
Description of Issuer p.108 · NCI comparison p.80Net proceeds ₦2.11tn finance part of a 5-year, $14.3bn expansion: second CDU + units, utilities/offSites, and construction. Target completion 2029. The rest via cashflow + debt/trade finance. Planned capex: $4.8bn in H2 2026, $3.9bn in 2027, $3.1bn in 2028. If execution slips, dilution and debt risk rise.
Use of Proceeds p.156 · Chairman letter p.5031 Dec 2025: $6.24bn (sec. bank $2.25bn + unsec. $3.98bn from DIL). 30 Jun 2026: ~$5.67bn all secured. After period: $750m senior unsecured notes issued (7.5%, semi-annual, matures 16 Jul 2031, make-whole to Jul 2028), plus Tranche 2 private placement $258m. Tranche 1 $2.24bn closed 30 Jun 2026 (7.14bn shares). Total issued now 120.1bn shares.
Indebtedness p.159 · Historical Financials p.79 note 44Pre-listing cap ₦63.06tn, at listing ₦65.22tn. Offer is ~3.3% of post-IPO shares. Compare: Dangote Cement ~₦5–6tn cap — Refinery lists at ~11× Cement. Price is fixed, not book-built. Pan-African Refinery SPV committed up to $400m (~1.04bn shares, 25.34%). Valuation hinges on sustaining H1 2026 margins (~$24.2/bbl GRM guidance) and executing the doubling.
Summary p.34–35 · Shareholding p.158 · Subscription commitment p.37Retail Incentive Programme (p.65): ≥10 allotted shares, hold 12 months continuously (CSCS-verified) → +1 Incentive Share free. Hold another 12 months → +1 more. Max 2 per investor, regardless of holding size. Subject to shareholder/SEC/OGFZA/NGX approval. Not yet approved at prospectus date — and sale/transfer/pledge resets eligibility.
Retail Incentive p.65–67Crude price & crack-spread volatility (OPEC+, war, demand), refining margin compression, FX (₦1,538/NGN close 2024 → ₦1,377 H1 2026), FTZ fiscal change from 2028, $5–6bn debt service, cost overruns on $14.3bn build, Dangote Group related-party concentration, and 14 litigations (₦4.07bn + $216m claimed). SEC also warned on unauthorized solicitation.
Risk Factors p.134–155 · Litigation p.160 · SEC notice p.9Discover the other Nigerian stocks worth researching with Whisone — 200+ companies, same rigor.
VALUATION LENS
Same promoter, different economics. Cement is annuity cashflow. Refining is margin x volume x crude.
| Refinery (IPO) | DANGCEM (NGX) | |
|---|---|---|
| Market cap | ~₦65.2tn | ~₦5–6tn |
| Revenue (last) | ₦19.1tn (H1 2026) | ~₦3.6tn (FY24) |
| Profit | ₦2.5tn (H1 2026) after losses | Profitable, dividend payer |
| Capacity | 700k → 1.4m bpd | 51.6m tpa cement |
| Debt | ~$5.67bn + $750m notes | Lower leverage |
| Dividend | Policy p.129 — no guarantee | Regular payer |
Illustrative. Pull live DANGCEM on Whisone for current multiples.
Total net proceeds ₦2,111bn. Balance via cashflow & debt over 5 years.
How Whisone scores Nigerian stocks →TIMELINE
Cut-off & allotment: Full-allotment threshold set by issuer; above it, pro-rata. Issuer may absorb up to 30% oversubscription with SEC approval.
WHERE TO APPLY (55 CHANNELS)
Retail via any Electronic Application Channel. African investors via SBG/Ecobank channels. QIs via form or channel. Don't send money outside approved channels — SEC cease-and-desist warning applies.
RISKS · P.134–155
Not the full 22 pages — the load-bearing risks to check before you decide.
GRM is the business. If crude spikes or product prices lag, margins compress. 36 crude grades processed to H1 2026 — flexibility helps, but not immunity.
Functional currency is USD. Naira moves (₦1,538 in 2024 → ₦1,377 H1 2026) hit local costs, margins, and conversion of proceeds. FX illiquidity delays repatriation.
DIFZ incentives require ≤25% domestic sales or petroleum counterparties. From 1 Jan 2028, customs-territory profits may be taxed. OGFZA rules differ from onshore CAMA.
Doubling to 1.4m bpd needs $4.8bn (H2 26), $3.9bn (27), $3.1bn (28). Overruns, delays, or financing gaps dilute or lever more.
Secured bank + notes + related-party loans. SOFR+5–7% floating. Covenant and refinancing risk if margins soften.
Single-site, single-group. Related-party transactions with DIL; senior bench depth risk.
Cease-and-desist on unauthorized solicitation. FTZ dispute resolution via Authority then Nigerian courts — foreign judgments hard to enforce.
14 pending cases, 9 material (₦4.07bn + $216m excl. interest). Solicitors: adverse outcome unlikely to impair offer, but not zero.
WHAT OTHER STOCKS SHOULD I RESEARCH?
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QUESTIONS
Short answers. Prospectus page refs where it matters.
Help centre →Offer is made in Nigeria. Investors outside Nigeria may participate only if permitted by their local laws (see Selling Restrictions p.172). Eligible African Investors via African Distribution Channels; others via Reg S offshore. Not offered in US/UK/Canada/Australia/Japan.
Your new shares rank equally with existing 120.1bn shares from day one — same dividend and voting rights from allotment.
Issuer sets a Full Allotment Threshold; all valid apps ≤ threshold get full allotment. Remainder allocated pro-rata per Basis of Allotment, verified by Registrars, approved by SEC. Details in the Allotment Announcement after 11 Nov.
Estimated offer costs ₦41.49bn (1.93% of gross). Investors pay no extra fee on application beyond ₦525 × shares + channel charges (if any). No tax advice here — see Tax Considerations p.176.
Buraq Capital opinion: compliant with AAOIFI Std 21 criteria reviewed; FRACE certified. Not a permanent certification — status can change with leverage/income mix. Monitor it. (p.61–64)
See Corporate Governance & Dividend Policy p.129. No dividend promised. Free-zone profits exempt now, but customs-territory profits may be taxed from Jan 2028.
Yes, once credited to your CSCS/CHN (T+15 BD). But selling <12 months forfeits the Retail Incentive.
No. Whisone provides information and tools, not licensed personal advice. Read the prospectus, consider your goals, and consult your adviser. (Disclaimer / Important Notices p.5)
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