Next steps for MTN Nigeria’s N152bn MoMo spin-off after shareholder approval

At its Annual General Meeting (AGM) held on April 30, 2026, MTN Nigeria secured shareholder approval for one of its most significant corporate restructurings in years, a strategic spin-off of its fintech operations under a new ownership model backed by its parent company, MTN Group.

The decision, passed through Resolution 9, formally cedes majority control (60 percent) of MTN Nigeria’s fintech subsidiaries, MoMo Payment Service Bank (MoMo PSB) and Y’ello Digital Financial Services (YDFS), to MTN Group Fintech B.V. in a deal valued at approximately N152.06 billion. MTN Nigeria will retain a 40 percent stake.

Read also: After N62bn impairment, MTN Nigeria opts for partnership over full fintech ownership

A deeper structural shift, not just a sale

Unlike a traditional divestment, the transaction is structured as a hybrid capital and ownership reshuffle. MTN Group Fintech will inject fresh capital into the businesses while also acquiring shares from MTN Nigeria. Both parties will then transfer their stakes into a newly created Financial Holding Company that will be registered under the supervision of the Central Bank of Nigeria.

This new HoldCo becomes the central vehicle for MTN’s fintech ambitions in Nigeria, separating digital financial services from the telecom operations that remain under the regulatory oversight of the Nigerian Communications Commission.

Why MTN is making the move

At the core of the decision is capital pressure and scale.

MoMo PSB and YDFS have expanded rapidly in Nigeria’s digital payments ecosystem, but the businesses remain in a loss-making phase due to heavy spending on agent networks, rural penetration, merchant onboarding, and technology infrastructure. Management described this as a normal stage in fintech development but acknowledged that sustaining growth requires deep and continuous funding.

Until now, MTN Nigeria has fully financed these operations. The new structure shifts that burden, allowing MTN Group to take on majority funding responsibility while MTN Nigeria reduces exposure to early-stage fintech losses.

Protecting the core telecom engine

The strategic intention is clear: protect MTN Nigeria’s core connectivity business.

By removing fintech losses from its consolidated accounts, MTN Nigeria expects improvements in profitability ratios, liquidity, and balance sheet strength. More importantly, it frees up capital for network expansion, 4G/5G upgrades, fibre rollout, and service quality improvements in Nigeria’s highly competitive telecom market.

Management also indicated that this restructuring supports dividend stability, a key concern for institutional and retail investors. With reduced financial strain from fintech operations, dividend payments are expected to remain stable or improve over the medium term.

Investor safeguards and valuation backing

Before approval, the transaction was independently reviewed by KPMG, which valued the fintech businesses at N95.5 billion on a cash-free, debt-free basis. The valuation represented a 2.1x premium over their carrying value as of December 2025, and was deemed fair and reasonable to shareholders.

To ensure transparency, related parties abstained from voting in line with NGX Rule 20.8 (c) (8), while minority shareholders retained their economic exposure through MTN Nigeria’s remaining 40 percent stake in the fintech HoldCo.

Building a fintech platform for scale

Beyond financial restructuring, the new HoldCo is designed as a growth accelerator.

The structure will allow MTN to attract strategic fintech investors more easily; raise capital faster for expansion; scale rural financial inclusion efforts and strengthen merchant and agent networks across Nigeria.

This is critical in a market where digital payments, mobile money, and remittances are still expanding rapidly, especially outside major urban centres.

Part of a continental strategy

The Nigerian restructuring is not an isolated move. It forms part of MTN Group’s broader “Ambition 2030” strategy to position itself as a leading digital infrastructure, connectivity, and fintech powerhouse across Africa.

Similar structural separations have already been implemented in other markets such as Ghana and Uganda, signalling a coordinated continental shift toward leaner telecom operations and independently capitalised fintech businesses.

Regulatory clarity and operational focus

The restructuring also resolves long-standing regulatory overlap. Previously, MTN Nigeria’s fintech operations sat between telecom and financial regulation. The new structure clearly separates responsibilities, telecom under the NCC, fintech under the CBN, reducing compliance complexity and potential policy friction.

Read also: MTN completes Ghana MoMo into standalone fintech arm

What happens next

With shareholder approval secured, MTN will now begin final legal, regulatory, and structural processes. The company targets full completion of the transaction by December 31, 2026.

Once completed, MTN Nigeria will emerge as a more streamlined telecom operator, while its fintech arm evolves into a standalone, better-capitalised growth platform.

The bigger question

The transaction raises one central question for investors and the market: will this separation unlock faster fintech growth without weakening MTN Nigeria’s long-term revenue synergy?

For now, MTN is betting that focus beats ownership and that sharing control of MoMo is the price of building a larger financial ecosystem.