NSE, CMA move to open Dangote's Sh207 billion IPO to Kenyan investors

The Nairobi Securities Exchange (NSE) and the Capital Markets Authority (CMA) are set to launch a pathway through which Kenyans could legally participate in Dangote Petroleum Refinery’s record initial public offering (IPO).

Africa’s largest share sale will be accessible through Global Depositary Receipts (GDRs) listed on the NSE. A GDR is a certificate representing shares in a foreign company but trades locally in local currency.

NSE chief executive Frank Mwiti told The Standard in an interview that the exchange is coordinating the GDR programme, which must be approved by the CMA, to give both institutional and retail investors access to the offering that opened in Lagos on September 14.

“We are working on a CMA-approved solution that will enable Kenyan investors to participate and NSE is coordinating a GDR programme, which once approved by CMA, will allow both institutional and retail investors to participate in the IPO,” Mwiti said.

Under the proposed structure, Dangote’s ordinary shares remain in custody in Nigeria, while GDRs are issued and listed on the NSE, settling in Kenyan shillings through the Central Depository and Settlement Corporation (CDSC).

The Standard understands the GDR could list on the NSE in December, subject to CMA approval.

The consortium backing the programme includes Renaissance Capital Kenya and Nigeria, Stanbic as custodian, Image Registrar, GNA Advocates and Newmark.

The offer is for 4.1 billion new shares at 525 Nigerian naira each, about Sh47 per share, seeking to raise about Sh207 billion (2.15 trillion naira or $1.6 billion) if fully subscribed.

Minimum subscription is 10 shares, or 5,250 naira, about Sh470 at prevailing exchange rates. The offer opened on September 14 and closes on October 13.

Proceeds will support plans to increase oil refining capacity from about 700,000 barrels per day to 1.4 million barrels per day. Aliko Dangote, Africa’s richest man, said raising money is not the primary motivation.

“It’s not really about raising money,” Dangote said earlier in Lagos, explaining the IPO is meant to broaden ownership and let ordinary people benefit from the value created.

The announcement came as President William Ruto defended the mega project amid transparency concerns, saying the Lamu refinery investment would be open and transparent. The groundbreaking is set to start today, according to Dangote Industries.

“The refinery investment is open and transparent,” Ruto said during a development tour of the Coast. “Nairobi Securities Exchange will sell these shares; every one of our people will go there. Even the small people will have shares.”

Ruto said the government would educate ordinary Kenyans on how to participate. “Even the small people, we will teach them until they buy shares,” he said.

The Lamu project is designed for a capacity of about 700,000 barrels per day and will serve Kenya and regional fuel markets. Dangote Industries has set the groundbreaking for the planned Sh1.95 trillion ($15 billion) refinery, with construction expected to take about three years. The investment value of the project is estimated to be between $15 billion and $17 billion, equivalent to roughly Sh2 trillion.

The IPO is structured as a single global offering covering both the Nigerian refinery and the proposed Lamu asset, meaning the Kenyan project will benefit from the IPO proceeds.

Dangote has offered East African countries a combined 30 per cent equity stake, with Kenya offered 10 per cent valued at about Sh64.74 billion ($500 million). The project will be financed through a 30 per cent equity and 70 per cent debt mix.

The CMA issued a notice on September 21 clarifying that the Dangote IPO has not yet been submitted to the Kenyan regulator for approval within the local legal framework, underscoring that the GDR pathway remains subject to formal regulatory sign-off.

Separately, Kenya is pressing ahead with plans to develop crude oil in Turkana. Gulf Energy, which acquired Tullow Oil Kenya’s assets, plans to begin commercial production in Turkana’s Block T6 and Block T7 by December 2026. It plans to invest about Sh780 billion ($6 billion) in the South Lokichar project, with recoverable reserves estimated at 560 million barrels. Production is expected to start at about 20,000 barrels per day, potentially rising to 50,000 barrels per day.

Analysts have warned the Lamu refinery could become a costly white elephant if crude supply, financing and construction are not well managed. Environmental groups, including Greenpeace Africa, have called for a halt, warning it threatens the coastal ecosystem and would lock Kenya into decades of fossil fuel dependence.

For Kenyan investors, the payoff will depend on whether the GDR structure secures CMA approval in time and whether both the Turkana oilfields and the Lamu refinery are completed on schedule to deliver a functioning domestic supply chain.