James Emejo in Abuja
The National Pension Commission (NAICOM) has granted Pension Fund Administrators (PFAs) a one-off regulatory forbearance to enable investment of pension assets in the proposed Initial Public Offering (IPO) of Dangote Petroleum Refinery & Petrochemicals FZE (DPRP).
The move that could unlock significant institutional participation in one of the country’s most anticipated capital market transactions.
In a circular dated May 13, 2026 and signed by PenCom Director, Surveillance Department, A.M. Saleem, which was addressed to all licensed pension fund operators, takes immediate effect.
The commission said it had reviewed a request for special dispensation that would allow PFAs to participate in the planned listing of Dangote Petroleum Refinery & Petrochemicals FZE despite existing regulatory limitations.
PenCom stated that the decision followed a careful assessment of the refinery’s strategic economic importance, financial fundamentals, growth prospects, and broader impact on the Nigerian economy.
The commission specifically waived the requirements relating to existence, profitability, and dividend history contained in Section 6.2.7.1 (iii) of the Revised Regulation on Investment of Pension Fund Assets.
The commission, however, stressed that the waiver would not override other regulatory safeguards governing pension investments.
The development effectively clears a major regulatory hurdle that could have limited pension fund participation in the offering, given that the refinery may not yet satisfy some of the conventional listing track-record requirements ordinarily demanded for pension-backed investments.
The circular read, “The Commission has carefully evaluated the 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.”
It said , “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.”
Under the dispensation, PFAs are required to ensure that all investments made under this dispensation are undertaken in line with their internal investment policies, risk management frameworks, and fiduciary duties to contributors and retirees.
“The regulatory forbearance granted under this Circular is exceptional, one-off, and strictly case-specific to the Initial Public Offering of Dangote Petroleum Refinery & Petrochemicals FZE.
“It shall not constitute an automatic precedent for future Initial Public Offerings or other investment transactions, “ PenCom added.
