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SATURDAY 24 OCTOBER 2026 · ISSUE 01 · THE WEEKEND LONG READ
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Review
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Context, consequence and the long view on Africa’s legal market. Every Saturday.
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FROM THE EDITOR
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Welcome to the first edition of The Meridian Review. The Briefing, on Thursdays, tells you what moved. The Review, on Saturdays, asks why it matters and who will be doing the legal work next.
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This week: a refinery that wants ten million shareholders, a disciplinary system that has lost its route of appeal, and two signed deals that regulators and judges have reopened.
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THE COVER STORY
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Ten million shareholders and a free zone
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Dangote’s ₦2.15trn offer closes on Tuesday. Its more durable legacy may be the precedent it sets for how Nigerian law treats a free zone company as a public one.
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When the offer for subscription in Dangote Petroleum Refinery & Petrochemicals FZE opened on 14 September, it asked investors to buy into an enterprise that sits, legally, inside a free zone. Up to 4.1bn shares at ₦525 each: about ₦2.15trn, or roughly US$1.6bn before any over-allotment. The Securities and Exchange Commission has since extended the close from 13 to 27 October so that investors elsewhere in Africa can finish account opening and identity checks.
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The headline numbers will dominate the coverage. For lawyers, the more durable story is structural. Free zone enterprises were built as export platforms with their own regulatory perimeter. Listing one on the Nigerian Exchange tests how disclosure, governance and investor-protection rules written for ordinary public companies apply to a company that answers first to a zone authority. Every answer given here becomes a reference point for the next issuer that tries it.
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The adviser line-up, as reported from the prospectus, is itself a signal: Banwo & Ighodalo for the issuer and Olaniwun Ajayi LP as solicitors to the offer, with ÆLEX also on the deal. Kenya’s Capital Markets Authority has cleared local access through global depositary receipts (reported on 5 October), so the legal work no longer stops at Nigeria’s borders.
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What to watch: under the revised timetable the allotment proposal goes to the SEC on 10 November. If retail demand is as broad as reported, with Nairametrics counting more than one million unique subscribers, the after-market becomes the first live test of Nigeria’s retail-investor protections at this scale. It also tests the ambition of the Capital Market Master Plan 2.0, unveiled on 19 October, to grow the market to ₦750trn by 2036.
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THE WEEK IN THREE NUMBERS
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Size of the Dangote refinery offer at ₦525 a share
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New Senior Advocates of Nigeria sworn in on 12 October
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Of IHS’s Nigerian business MTN must sell down under the FCCPC’s conditions
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THE PROFESSION
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Discipline without an appeal
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Nigeria swore in 68 new Senior Advocates on 12 October, the profession’s highest rank. In the same season its disciplinary machinery lost a route of appeal. In June the Supreme Court, by a 5–2 majority in Mene-Ejegi v NBA & LPDC, held section 12(7) of the Legal Practitioners Act unconstitutional: the Court can no longer hear appeals directly from the Legal Practitioners Disciplinary Committee.
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The consequence arrived quickly. On 28 September the Federal High Court in Abuja declared the LPDC’s direction suspending Chief Joe-Kyari Gadzama SAN for three years unconstitutional as it affected him, and restrained its enforcement until an effective appellate platform exists.
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Our read: the result is an awkward equilibrium of sanctions that cannot safely be enforced and lawyers who cannot be finally cleared. Until the National Assembly restores an appellate path, every serious LPDC decision is exposed to the same challenge. For a profession that has just added 68 silks, the credibility of its discipline is not a side issue.
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Firms are changing shape too. Olaniwun Ajayi LP has appointed Adenike Adeyemi, formerly chief executive of FATE Foundation, as Chief Executive to head its business operations. Managing Partner Dr Tominiyi Owolabi said the firm must “complement our legal excellence with world-class business leadership”.
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ACROSS THE CONTINENT
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Signed is not settled
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Two of the year’s largest African telecoms transactions show how much risk now sits after signing. In Kenya, the High Court on 15 September declared the government’s sale of a 15% stake in Safaricom to Vodacom’s Vodafone Kenya (about Sh204.3bn, completed on 6 July) unconstitutional and void. This month the Court of Appeal refused to suspend that judgment pending appeal, leaving the order to restore the shares in force.
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In Nigeria, MTN’s US$6.2bn agreement to acquire IHS Towers won the Federal Competition and Consumer Protection Commission’s approval only with conditions, including selling down up to 30% of the Nigerian business over time. In South Africa, the Competition Commission on 7 October recommended that the Tribunal approve the deal on conditions.
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Our read: the regulatory and constitutional perimeter is now part of the deal timetable, not a box ticked before signing. Expect longer long-stop dates, more detailed conditions precedent and, in privatisations, much closer attention to parliamentary process.
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Capital is still crossing borders. Aliko Dangote said on 21 October that he had bought 25% of Kenya Pipeline Company, about KSh42.5bn (c. US$327m), in a block trade on the Nairobi Securities Exchange.
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THE WEEK AHEAD
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26–27 Oct · Nigerian Economic Summit #32, Transcorp Hilton, Abuja
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Tue 27 Oct · Dangote refinery offer for subscription closes
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27–29 Oct · Nigeria Energy 2026, Landmark Centre, Lagos
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4–6 Nov · CIArb Nigeria Branch Annual Conference, Port Harcourt
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Tue 10 Nov · Dangote IPO allotment proposal due at the SEC
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Thu 19 Nov · The Meridian Webinar: who really moved West Africa’s deal market, 2024–2026
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That’s the Review. The Meridian Briefing lands every Thursday at 11:00 with the week’s deals, mandates and market moves. Reply to this email with what you want us to examine next.
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The Meridian editorial team
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