Renaissance Capital, on behalf of the Transaction Advisory consortium including G&A Advocates LLP, Stanbic Bank Kenya Limited, Renaissance Capital Africa, Image Registrars, KSTB, Phanice Global and Newmark Group Limited, participated in a High-Level Institutional Investor Engagement convened by the Nairobi Securities Exchange plc (NSE) today. The forum brought together Kenyan investors and capital market participants to explore a proposed structure that would give investors in Kenya access to Dangote Petroleum Refinery & Petrochemicals FZE (DPRP) IPO through an inward unsponsored Global Depositary Receipt (GDR) listing on the Nairobi Securities Exchange (NSE). The session was graced by the President and CEO of the Dangote Group, Mr Aliko Dangote, and his Executive Team.
A Global Depositary Receipt (GDR) lets investors buy shares in a foreign company without leaving their home market. Two financial institutions make this work. A Custodian Bank holds the company’s actual shares in its home country, and a Depositary issues receipts that represent those shares, which investors then trade on their local exchange. Other specialists typically support them: An Investment Bank and a Law Firm structure the arrangement and secure regulatory legal approvals, registrars keep records of who holds the receipts, stockbrokers buy and sell them on investors’ behalf, and communications firms help investors and the public understand the opportunity. In an unsponsored GDR, these regulated institutions set up the programme themselves, not the company. The Dangote shares would stay in custody in Nigeria, while Kenyan investors buy and sell the receipts on the NSE in Kenyan shillings. The NGX remains the main market for the shares.
“Kenyan investors are already looking beyond our borders for investment opportunities. What we need to do is make more of those opportunities available through our own market, in a way that is properly regulated and gives investors the information and the protection they need. That is the conversation we are having. By leveraging innovative financial instruments such as unsponsored Global Depositary Receipts, we are creating a direct bridge for local institutional and retail capital to participate in pan-African assets right here on the NSE, traded and settled in Kenyan shillings,” said Frank Mwiti, Chief Executive Officer, Nairobi Securities Exchange (NSE).
“The pre-market engagement introduced investors to the proposed structure and provided an opportunity to discuss how the GDR could work within Kenya’s capital-market environment. The proposed programme is expected to target up to US$300 million in participation from Kenyan investors and, subject to the necessary approvals and final terms, would be the first unsponsored inward GDR programme of its kind in Africa,” said David Kinyua, the Chairman of Renaissance Capital.
“An investor in Kenya looking to access a Nigerian-listed share has traditionally had to deal with another market, another currency and another set of market arrangements. The proposed GDR changes that. It would put the instrument on the NSE, allow it to trade and settle in Kenyan shillings, and give investors access through local market infrastructure. That is what makes the structure useful,” said Stanley Kariuki, Managing Director, Renaissance Capital.
Subject to regulatory approval and final terms, Renaissance Capital will offer the Dangote Refinery GDRs to Kenyan investors, serving as lead transaction adviser, sponsoring broker, and GDR Issuer. Stanbic Bank Kenya Limited will hold the underlying Nigerian shares in custody and support the GDR issuance. Licensed Kenyan stockbrokers will act as authorised selling agents to collect investor orders, handle KYC compliance, and complete investor checks, with the GDR Issuer setting final allocations under a published methodology. The primary market for the underlying Dangote shares will remain on the Nigerian Exchange (NGX), while Kenyan investors access and hold their interest through GDRs traded and settled on the NSE.
G&A Advocates, which is advising on the legal and regulatory aspects of the proposed transaction, said Kenya’s capital-market policy and legal framework are ready to support the proposed structure. “Global Depositary Receipts are used across global markets by some of the world’s largest companies in the most advanced economies, and Kenya’s ability to support one speaks to both the maturity and the innovative character of our policy and legal infrastructure. In twenty years of practice, we have seen very few moments as exciting as this one. Africans now have the opportunity to own a stake not only in one of the continent’s largest companies, but in one of the sectors most critical to its future. Like all peoples of the world, Africans are determined to own the instruments of their own development,” said Eri Gumbo, Managing Director, G&A Advocates LLP.
The proposed GDR would give investors in the Kenyan market a way to access the Dangote investment opportunity through the NSE, while the underlying ordinary shares remain in Nigeria. The structure is being developed with the involvement of local market participants across custody, registry, legal, brokerage and market infrastructure.
Dangote Petroleum Refinery & Petrochemicals FZE is currently undertaking an initial public offering of 4.1 billion ordinary shares on the NGX at NGN525 per share. The offer opened on 14 September 2026 and is scheduled to close on 13 October 2026.
The proposed GDR programme remains subject to regulatory approvals, documentation, investor demand and final terms.
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