MTN Nigeria Communications Plc shareholders on Wednesday voted to approve a major internal restructuring that separates the company’s financial technology operations from its core telecommunications business, clearing the way for a ₦152.06 billion ($110.54 million) capital injection by its South African parent, MTN Group.
The approval, granted at the company’s Annual General Meeting (AGM) on April 30, endorses Resolution 9, which transfers a 60 percent stake in MoMo Payment Service Bank Limited (MoMo PSB) and Y’ello Digital Financial Services Limited (YDFS) to MTN Group Fintech B.V.
The deal will be executed in two phases. In the first, MTN Group Fintech acquires a 60 percent stake in each of the two fintech companies through a combination of primary issuance of shares and a secondary acquisition of shares in MoMo PSB from MTN Nigeria. MTN Nigeria retains a 40 percent stake in both companies. In the second phase, a new holding company will be created, to be named Fintech HoldCo, with MTN Group Fintech holding 60 percent and MTN Nigeria holding 40 percent.
The move follows a ₦62.56 billion impairment that MTN Nigeria recorded on its fintech investments in its 2025 audited financial statements. The company described both subsidiaries as currently loss-making, though it said that is common for businesses at an early stage of development.
Accounting firm KPMG provided an independent fairness opinion on the agreed valuation of ₦95.5 billion, declaring it fair and reasonable. MTN Nigeria noted that this figure represents a 2.1 times premium over the fintech subsidiaries’ carrying value as of December 2025.
For shareholders, the restructuring is framed as broadly neutral in the near term. Minority shareholders in MTN Nigeria will see no change in their shareholding in the telecom company. They will continue to have indirect exposure to the fintech upside through the 40 percent stake that MTN Nigeria will hold in the new structure.
The separation is expected to sharpen the company’s focus on its core connectivity business, strengthen its balance sheet and free up cash flow. With the fintech units currently running at a loss, removing them from MTN Nigeria’s consolidated results could lift the company’s overall financial performance and improve earnings before interest, taxes, depreciation and amortisation (EBITDA) margins over the next three to five years.
Regulatory oversight will also be simplified. The Nigerian Communications Commission (NCC) will continue to regulate MTN Nigeria’s telecoms operations, while the Central Bank of Nigeria (CBN) will oversee the newly structured fintech holding company.
The deal forms part of MTN Group’s broader Ambition 2030 strategy to establish itself as Africa’s leading connectivity, fintech, and digital infrastructure platform. If approved processes proceed as planned, the company aims to complete the transaction on or before December 31, 2026, subject to regulatory and legal approvals.
The Nigeria approval follows a similar separation that MTN Ghana completed in March 2026, making Ghana the first market in the MTN Group’s pan-African footprint to complete the structural separation of its mobile money business.
