Shareholders of MTN Nigeria have approved restructuring of the company’s fintech operations with the transfer of majority ownership of its digital financial services businesses to its parent company, MTN Group, in a transaction worth N152.06 billion.
The approval was granted on Thursday at the company’s Annual General Meeting (AGM) in Lagos.
Investors passed Resolution Nine authorising a structural separation of MoMo Payment Service Bank Limited and Y’ello Digital Financial Services Limited into a new financial holding company.
Under the approved arrangement, MTN Group Fintech Holdings B.V. will acquire a 60 per cent stake in the fintech businesses through a combination of fresh capital injection and secondary share acquisition, while MTN Nigeria retains 40 per cent ownership.
The transaction would result in both parties transferring their respective stakes into a new holding company to be registered with the Central Bank of Nigeria.
It would be in line with regulatory requirements governing financial services operations in the country.
The company said the restructuring aligned with MTN Group’s “Ambition 2030” strategy, aimed at strengthening its position as a leading connectivity, fintech and digital infrastructure provider across Africa.
According to the board, the fintech subsidiaries are currently in a growth phase and operating at a loss.
A situation the board described as typical for early stage digital financial platforms requiring heavy investment in infrastructure, agent networks and customer acquisition.
It noted that the scale of funding required to accelerate expansion across payments, remittances and rural financial inclusion made it necessary to bring in additional capital support from the Group level.
By shifting majority ownership to MTN Group Fintech, the company said MTNN would reduce its funding burden and free up capital to strengthen its core telecommunications business, including network expansion and service quality improvements.
The management said that the new holding structure would provide a dedicated investment vehicle for the fintech operations,.
It said it would improve flexibility for future capital raising and enabling the attraction of strategic investors as the business scales.
The company also said the separation would improve regulatory clarity, placing MTN Nigeria under the exclusive oversight of the Nigerian Communications Commission (NCC).
It added that the fintech arm would fall under the direct supervision of the Central Bank of Nigeria.
An independent valuation conducted by KPMG placed the fintech businesses at ₦95.5 billion on a debt-free and cash-free basis, describing the terms of the transaction as fair and reasonable.
The board also said that the restructuring was expected to improve MTN Nigeria’s financial ratios.
It added that it would strengthen liquidity, and support sustainable dividend performance over the medium term, as reduced losses from the fintech segment would no longer fully impact consolidated earnings.
It further assured shareholders that their equity exposure to the fintech business remained intact through MTN Nigeria’s retained 40 per cent stake.
The company said it targeted completion of the transaction on or before Dec. 31, 2026, subject to regulatory approvals and final closing conditions.
