MTN Ghana has summoned shareholders of MobileMoney Fintech Limited to an extraordinary general meeting on December 1, 2025, to vote on a merger designed to satisfy Ghana’s financial services localization requirements and avert potential regulatory sanctions including business shutdown.
The meeting will convene at 11:00 AM at the University of Professional Studies, Accra (UPSA) auditorium while streaming live online at https://momofintechegm.com. Shareholders must approve the transaction with a majority in number representing at least 75 percent in value for the merger to proceed. The vote determines whether MobileMoney Limited merges with the newly incorporated MobileMoney Fintech Limited, completing a restructuring process mandated by Ghana’s Payment Systems and Services Act.
MobileMoney Fintech Limited was incorporated on October 16, 2025, specifically to serve as the new operating entity for MTN’s mobile money business in Ghana. Under the proposed merger, all assets, liabilities and consenting employees of MobileMoney Limited will transfer to the new company by operation of law in consideration for a merger share.
The restructuring responds directly to Ghana’s Payment Systems and Services Act of 2019, which requires dedicated electronic money issuers to maintain at least 30 percent Ghanaian ownership. The Bank of Ghana issued a directive on May 12, 2025, requiring MobileMoney Limited to satisfy this localization requirement by December 31, 2025, or face significant regulatory consequences including potential business shutdown.
The structure involves a trust mechanism established by Scancom PLC (Publicly Listed Company), MTN Ghana’s parent company, to hold shares in MobileMoney Fintech Limited on behalf of Ghanaian minority shareholders. The MTN Ghana Fintech Trust currently holds one A2 ordinary share in the company, with MTN Dutch Holdings BV holding the remaining 72,129,999 A2 ordinary shares.
Following the merger, the trust will hold 27,870,000 A1 ordinary shares representing approximately 28 percent of the company, while MTN Dutch Holdings will hold 72,130,000 A2 ordinary shares representing roughly 72 percent. This arrangement ensures compliance with the Bank of Ghana’s localization directive while maintaining economic interests for minority shareholders.
Implementation of the merger remains subject to multiple regulatory approvals. These include clearance from the Bank of Ghana, Securities and Exchange Commission (SEC) no objection, High Court of Justice orders making the transaction binding, and endorsement from the Chief Labour Officer for employee transfers. The company board approved the merger on October 28, 2025, and the MobileMoney Limited board followed with approval on October 22, 2025.
Shareholders will also vote on waiving the requirement for a fairness report in terms of section 247 of the Companies Act. The merging companies agreed in writing to waive this requirement based on certificates provided by the company board confirming that the merger is in the best interest of the company and that it will remain solvent immediately after the merger becomes effective.
Qualifying beneficiaries who vote against the merger and notify both the company and Scancom PLC of their intention to exercise appraisal rights will be entitled to sell their shares to Scancom PLC or third parties nominated by Scancom PLC. The appraisal rights price shall be the volume weighted average price of shares in Scancom PLC for the 60 trading days preceding the merger meeting date, payable within 30 business days after the merger becomes effective.
The company may not proceed with the merger if appraisal rights are notified to be exercised in respect of shares comprising in aggregate more than 3.5 percent of the total Scancom PLC shares in issue. Further, the company may not proceed if Scancom PLC confirms inability to fund the acquisition of shares comprising this threshold.
MTN Ghana launched its mobile money service in July 2009 as the first telecommunications company in Ghana to offer such services, initially partnering with nine banks. By December 2024, the business had expanded to include 22 partner banks, approximately 17 million active users and over 500,000 active agents and merchants nationwide. The service operates as Ghana’s dominant mobile money platform.
MobileMoney Limited was incorporated as a wholly owned subsidiary of Scancom PLC on June 30, 2008. Prior to January 1, 2018, the mobile money business operated as a division of Scancom PLC. After January 1, 2018, MobileMoney Limited began trading in its own name but with some dependence on Scancom PLC.
The company expects to list MobileMoney Fintech Limited on the Ghana Stock Exchange (GSE) within three to five years following the merger, subject to regulatory and corporate approvals. At the time of listing, all shareholders will hold one class of shares, and shares held by the trust will be distributed to the beneficiaries who will become direct shareholders in the listed company.
Victoria Bright serves as Independent Non Executive Director and Chairperson of MobileMoney Fintech Limited, with Stephen Robert Blewett as Non Executive Director and Shaibu Haruna as Executive Director. Pala Charlotte Asiedu Ofori serves as company secretary. The board unanimously determined that the merger is in the best interest of the company and recommends shareholders vote in favor of the merger and waiver of the fairness report.
IC Securities (Ghana) Limited and Sentinel Global Limited serve as financial advisers to the company in relation to the merger, while Bentsi Enchill, Letsa & Ankomah provides legal advisory services. Ernst & Young serves as auditors for MobileMoney Fintech Limited.
Shareholders and qualifying beneficiaries unable to attend the meeting may appoint proxies to vote on their behalf. Proxy forms must be completed and sent via email to [email protected] or deposited at the office of the Central Securities Depository (Gh) Limited no later than 24 hours before the time for voting by poll on the resolutions at the merger meeting.
The transaction costs, to the extent not borne by Scancom PLC, will be shared by MobileMoney Fintech Limited and MobileMoney Limited. The company confirmed there are no expected adverse tax implications for shareholders or beneficiaries in respect of the transfer of the mobile money business assets, liabilities and employees to the new company.
