Shareholders of Scancom PLC, the parent company of MTN Ghana, formally approved a significant corporate merger on Monday, sanctioning the consolidation of MobileMoney Limited with the newly created MobileMoney FinTech Limited during an Extraordinary General Meeting held at the University of Professional Studies, Accra.
The restructuring, which received unanimous shareholder support, responds directly to mandates under the Payment Systems and Services Act, 2019 (Act 987). This legislation requires electronic money issuers operating in Ghana to maintain at least 30 percent local equity participation. 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.
Shareholders also approved waiving the requirement for a fairness report during the meeting. The waiver was justified by the related-party nature of the transaction, streamlining the approval process for the merger.
Victoria Bright, Chairperson of MobileMoney FinTech Limited, clarified the purpose of the structural shift. The company is moving its mobile money operations into the new Ghana-incorporated entity, which will emerge as the surviving company following the merger. 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.
Ms. Bright assured existing investors that their ownership stakes remain secure. Shareholders’ existing ownership in Scancom PLC will be mirrored in MobileMoney FinTech Limited, ensuring continuity of investment value. She confirmed that investors holding shares in Scancom will receive an equivalent number of shares in the new entity, maintaining their proportional stake.
For the millions of customers relying on mobile money services, the restructuring is designed to cause minimal disruption. Shaibu Haruna, Chief Executive Officer of MobileMoney Limited, emphasized the stability of the customer experience while underscoring the significance of the shareholders’ decision.
Mr. Haruna described the merger as a structural adjustment that will not affect the established brand. The MTN MoMo name remains unchanged, and customers will continue receiving the same services they have come to rely on. He noted that the approval positions MTN Ghana to roll out new products while enhancing financial inclusion across the country.
The structure involves a trust mechanism established by Scancom PLC to hold shares in MobileMoney FinTech Limited on behalf of Ghanaian minority shareholders. 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 ownership arrangement ensures compliance with the Bank of Ghana’s localization directive while maintaining economic interests for minority shareholders.
Looking ahead, MobileMoney FinTech Limited has signaled ambitious plans to list on the Ghana Stock Exchange within the next three to five years. This goal depends on completing digital transformation and achieving operational independence from Scancom PLC. Ms. Bright shared the long-term vision, noting that the business is expected to be robust enough for a public listing within that timeframe.
The planned listing carries significance for Ghana’s capital markets. It will provide opportunities for local and retail investors to own direct stakes in a major digital finance business, fostering broader public participation in the country’s digital economy. At the time of listing, all shareholders will hold one class of shares, and shares held by the trust will be distributed to beneficiaries who will become direct shareholders in the listed company.
Mr. Haruna stated that the company will actively support Bank of Ghana initiatives to drive financial inclusion and ensure that every Ghanaian has access to digital spending. The restructuring strengthens governance and regulatory compliance while enhancing MTN’s ability to innovate and expand digital financial services, including collaboration on the eCedi project.
By consolidating operations under a specialized fintech entity, the merger is positioned to accelerate growth in digital payments, lending, savings, and other financial products across Ghana. Industry observers expect this move to deepen financial inclusion significantly, particularly for Ghanaians in rural or underserved areas who lack access to traditional banking infrastructure.
The expanded operations could generate employment opportunities and empower informal sector actors, small businesses, and traders with accessible digital financial tools. This development may stimulate entrepreneurship across various economic segments, contributing to broader economic growth.
However, the full societal benefits of the restructuring depend on successful execution. MobileMoney FinTech Limited must complete its digital transformation and ensure smooth governance structures throughout the transition. Any missteps or delays could impede the rollout of expected benefits.
Implementation of the merger remains subject to multiple regulatory approvals beyond shareholder consent. These include clearance from the Bank of Ghana, Securities and Exchange Commission 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.
Crucially, achieving widespread financial inclusion hinges on foundational factors including public trust, digital literacy, and reliable infrastructure such as dependable network coverage and internet access. These elements remain unevenly distributed across Ghana. Without addressing these gaps, some segments, notably low-income, rural, or elderly citizens, could remain marginalized despite the new corporate structure.
IC Securities Ghana Limited and Sentinel Global Limited serve as financial advisers to the company in relation to the merger. Legal services are being provided by Bentsi Enchill, Letsa & Ankomah.
Stephen Blewett, Chief Executive Officer of MTN Ghana, reaffirmed the company’s commitment to delivering greater value to both customers and shareholders as part of its ongoing digital transformation strategy. He noted that the company introduced measures in April 2025 that increased customer value by 15 percent at no additional cost, underscoring MTN’s dedication to affordability and enhanced service quality.
The localization initiative represents a broader trend across Ghana’s telecommunications and fintech sectors. Regulatory authorities have increasingly mandated local ownership thresholds to ensure domestic participation in strategic industries, prompting similar restructuring exercises across multiple companies.
MTN Ghana launched its mobile money service in July 2009 as the first telecommunications company in Ghana to offer such services. The platform has since grown to become one of the country’s dominant digital financial services providers, serving millions of customers nationwide.
Upon completion on December 31, 2025, the merger will formally transfer all businesses, assets, liabilities, and consenting employees from MobileMoney Limited to MobileMoney FinTech Limited. The company has indicated that there are no expected adverse tax implications for shareholders or beneficiaries regarding the transfer.
