PenCom Grants PFAs Special Waivers to Invest in Dangote Refinery IPO
The National Pension Commission (PenCom) has granted Pension Fund Administrators (PFAs) special approval to invest pension assets in the planned Initial Public Offering (IPO) of Dangote Refinery.
In a circular dated May 13, 2026 and addressed to all licensed pension fund operators, the commission said it reviewed requests for a special dispensation after evaluating the strategic importance and economic impact of the proposed IPO on both the pension industry and the wider Nigerian economy.
The planned IPO is expected to involve the sale of about 10 per cent equity in the refinery through what Dangote Group has described as a pan-African public offering. Reports indicate the refinery could target a valuation of up to $50 billion, potentially making it one of the largest capital market deals in Nigeria’s history.
The circular further said PenCom granted a waiver from Section 6.2.7.1 (iii) of the Revised Regulation on Investment of Pension Fund Assets, specifically relaxing the usual requirements relating to existence, profitability and dividend history for the investment.
The commission said its decision was based on the refinery’s “strategic investment opportunity and the economic impact of the proposed Initial Public Offering (IPO) of Dangote Petroleum Refinery & Petrochemicals FZE (DPRP) on the pension industry and the wider 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. 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.”
PenCom, however, directed PFAs to ensure that any investments made under the dispensation comply with their internal investment policies, risk management frameworks and fiduciary responsibilities to contributors and retirees.
The commission stressed that the regulatory forbearance is exceptional, one-off and strictly limited to the Dangote Refinery IPO, noting that it should not be treated as a precedent for future public offers or investment transactions.
The circular is with immediate effect.
