The offer has closed: strong reported demand, but price discovery still matters

Offer closure is confirmed

The issuer confirms that the primary offer closed on 27 October 2026 after the previously approved extension. New IPO applications are no longer accepted. Applications are now being checked by registrars; an application receipt is not an allotment.

The official portal says allotment, refunds and the eventual NGX trading date will be announced after the relevant regulatory steps. No final listing date has been confirmed.

Reuters reports strong demand, not a final audited order book

Reuters reported on 27 October, citing two people familiar with the transaction, that Nigerian retail and institutional orders were approximately ₦6.4tn, about 2.97 times the ₦2.1525tn base offer. A source also described more than two million digital applicants. The issuer's spokesperson declined to confirm the demand figures.

The issuer's portal reports applications from 120 countries, including all 54 African countries. This establishes claimed geographic reach, not amounts subscribed, valid applications, final capital raised or allocations by investor class.

These are credible and decision-relevant demand indications, but the final SEC-approved subscription and basis-of-allotment disclosures have not yet been released.

Potential increase is conditional, not exercised

The issuer-hosted prospectus permits absorption of oversubscription of up to 30% of the base offer, subject to SEC approval. Reuters reported that an increase might be used; it did not report an approved exercise.

At the unchanged ₦525 price, a full 30% increase would mean up to 5.33bn new shares and ₦2.79825tn gross proceeds before costs. These are calculated ceilings, not completed issuance or cash received. The base offer remains 4.10bn shares and ₦2.1525tn gross proceeds until an authorised change is announced.

Allotment and free float matter more than headline demand

The prospectus provides for a full-allotment threshold for valid smaller applications, with the balance allocated under an SEC-approved basis. The final threshold and any preferential allocation split remain unconfirmed.

The prospectus also describes a commitment by Pan-African Refinery Investment SPV to subscribe for up to $400m, equivalent to approximately 1.039bn shares or 25.34% of the base offer, subject to the final allocation process. A commitment is not confirmation of completed allotment.

The base 4.10bn new shares represent approximately 3.30% of the enlarged share count. This is the maximum newly issued public-offer slice, not a verified freely tradable float. Concentrated holders, custody arrangements, cross-border receipts and holding incentives could reduce effective near-term liquidity.

Valuation and financing discipline remains necessary

The prospectus gives an indicative equity value of approximately ₦65.22tn at ₦525. The previously reported unaudited nine-month EBITDA of $5.52bn and operating cash flow of $3.68bn support the operating case, but neither establishes normalised margins or free cash flow after sustaining capital expenditure.

The prospectus reports approximately $5.67bn of gross indebtedness at 30 June 2026. The subsequently reported unaudited September net-cash figure is not a substitute for a reconciled debt maturity, restriction and covenant schedule. The two dates and measures must not be conflated.

The prospectus estimates approximately $14.3bn of phased expansion expenditure, with the base offer's estimated ₦2.111tn net proceeds funding only part of it. Further internally generated cash and debt, trade or project financing are envisaged, not established as committed in full.

Strong subscription interest does not settle feedstock costs, policy-related working-capital recovery, related-party governance, minority protections or naira exposure.

UK eligibility and custody restrictions

The issuer-hosted prospectus restricts communication and availability in the United Kingdom to defined Relevant Persons, including qualified investors meeting applicable conditions. UK residence alone does not establish eligibility. Intermediary marketing claims must not override the prospectus and applicable UK rules.

For any eligible applicant, check the approved intermediary's allocation notice, beneficial ownership, custody and CSCS or receipt arrangements, refund route and foreign-exchange conversion costs. There is no legitimate pre-listing secondary market in these shares.

Decision and next evidence

HOLD PLANNED ALLOCATION for any valid application already submitted; no new IPO subscription is possible after closure. Preserve remaining capital for post-listing price discovery rather than chasing a possible scarcity premium.

Watch the revised indicative timetable: return collation 3 November, proposed allotment submission to SEC 10 November, targeted SEC clearance 17 November and NGX trading approximately 15 business days after allotment. These are conditional milestones, not guaranteed dates.

Reassess after SEC-approved final subscription totals, the actual use of any additional-share provision, institutional and anchor allocations, effective free float, refunds and the confirmed trading date. Reduce or avoid additional purchases if scarcity pricing materially exceeds supportable normalised value.