MTN Ghana has formally published merger notices for MobileMoney Limited (MML) and MobileMoney Fintech Limited (MMF LTD) as the telecommunications giant races to meet regulatory requirements for local equity participation in its fintech operations.
The notice issued on Thursday, November 14, confirms that MMF LTD will emerge as the surviving entity following the statutory merger, continuing to operate MTN’s mobile money business in Ghana. The merger represents the final step in satisfying localisation requirements under the Payment Systems and Services Act, 2019 (Act 987).
Ghana’s payment systems legislation mandates that companies conducting mobile money business must maintain a minimum of 30% local equity participation to qualify for a licence to operate as a dedicated electronic money issuer. The Bank of Ghana issued a directive on May 12, 2025, requiring MML to satisfy this localisation requirement by December 31, 2025.
The merger terms have been documented in an agreement dated October 31, 2025, entered between MML and MMF LTD. The merger agreement includes a comprehensive merger proposal outlining how the two entities will combine operations, transfer assets and liabilities, and restructure ownership to comply with regulatory mandates.
Copies of the merger agreement are available for inspection at the registered offices of both MML and MMF LTD at the Standard Chartered Bank Building on Ring Road Central in Accra. Shareholders, creditors, and any other persons to whom either company owes obligations may inspect the documents during normal business hours from 8:00am to 4:00pm, Mondays to Fridays.
The inspection period runs from the date of the notice up to and including December 1, 2025. Entitled parties may also request free copies of the merger agreement by visiting the reception of either company or sending email requests to designated addresses.
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.
Following the merger, a trust mechanism established by Scancom PLC (Publicly Listed Company), MTN Ghana’s parent company, will hold shares in MobileMoney Fintech Limited on behalf of Ghanaian minority shareholders. The trust will hold 27,870,000 A1 ordinary shares representing approximately 28% of the company, while MTN Dutch Holdings will hold 72,130,000 A2 ordinary shares representing roughly 72%.
This ownership structure ensures compliance with the Bank of Ghana’s localisation directive while maintaining economic interests for minority shareholders. The arrangement mirrors the ownership proportions of Scancom PLC, where Ghanaian shareholders hold approximately 30% following successful trades on the Ghana Stock Exchange completed in September 2024.
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 MobileMoney Limited board approved the merger on October 22, 2025, followed by the company board approval on October 28, 2025. Shareholders will vote on the transaction at an extraordinary general meeting, where they will also consider waiving the requirement for a fairness report under section 247 of the Companies Act, 2019.
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. 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.
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% of the total Scancom PLC shares in issue. The transaction also requires that Scancom PLC confirms its ability to fund the acquisition of shares if the threshold is approached.
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, facilitating billions of cedis in transactions annually. The mobile money business has become a critical component of Ghana’s financial inclusion strategy, enabling millions of unbanked citizens to access financial services through their mobile phones.
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.
The company has indicated that there are no expected adverse tax implications for shareholders or beneficiaries in respect of the transfer of mobile money business assets, liabilities and employees to the new company. Transaction costs, to the extent not borne by Scancom PLC, will be shared by MobileMoney Fintech Limited and MobileMoney Limited.
MTN Ghana expects to list MobileMoney Fintech Limited on the Ghana Stock Exchange within three to five years following the merger, subject to regulatory and corporate approvals. The listing would give minority shareholders the opportunity to invest directly in the fintech entity.
The localisation initiative represents a broader trend across Ghana’s telecommunications and fintech sectors. The National Communications Authority previously mandated telecommunications companies to meet minimum local ownership thresholds for spectrum licenses, prompting similar restructuring exercises across the industry.
Shareholders and qualifying beneficiaries unable to attend upcoming meetings may appoint proxies to vote on their behalf. Proxy forms must be completed and submitted according to specified procedures at least 24 hours before voting commences.
The restructuring underscores challenges faced by multinational corporations operating in Africa’s evolving regulatory landscape, where localisation policies increasingly dictate market access. The success of MTN’s overhaul may set precedents for other foreign controlled fintech operators navigating similar requirements.
For inquiries related to MobileMoney Limited, stakeholders may contact [email protected], while matters concerning MobileMoney Fintech Limited should be directed to [email protected]. Both entities maintain offices at the Standard Chartered Bank Building on Ring Road Central in Accra.
