MTN Nigeria has secured shareholder approval for a significant corporate restructuring, involving the spin-off of its fintech operations to its parent company, MTN Group. The decision, passed at the Annual General Meeting on April 30, 2026, will see MTN Group acquire a 60 percent majority control of MoMo Payment Service Bank (MoMo PSB) and Y’ello Digital Financial Services (YDFS) for approximately N152.06 billion. MTN Nigeria will retain a 40 percent stake in these subsidiaries.
This strategic move is structured as a hybrid capital and ownership reshuffle, where MTN Group Fintech will inject fresh capital and acquire shares. Both entities will then transfer their stakes into a new Financial Holding Company registered under the Central Bank of Nigeria (CBN). This new entity will house MTN's fintech ambitions in Nigeria, distinct from its telecommunications operations regulated by the Nigerian Communications Commission (NCC).
The primary drivers for this restructuring are capital pressure and the need for scale. MoMo PSB and YDFS have experienced rapid growth but remain in a loss-making phase due to substantial investments in agent networks, rural penetration, merchant onboarding, and technology infrastructure. The new structure shifts the majority funding responsibility to MTN Group, thereby reducing MTN Nigeria's exposure to early-stage fintech losses.
By separating the fintech losses from its consolidated accounts, MTN Nigeria anticipates improvements in its profitability ratios, liquidity, and overall balance sheet strength. This strategic separation is also expected to free up capital for crucial investments in network expansion, 4G/5G upgrades, fibre rollout, and service quality enhancements within Nigeria's competitive telecom market. Management indicated that this restructuring would also support dividend stability for investors.
Prior to the shareholder approval, the transaction underwent an independent review by KPMG, which valued the fintech businesses at N95.5 billion on a cash-free, debt-free basis. This valuation represented a 2.1x premium over their carrying value as of December 2025 and was deemed fair and reasonable. Related parties abstained from voting, adhering to NGX Rule 20.8 (c) (8), while minority shareholders maintain their economic exposure through MTN Nigeria's remaining stake.
The new Financial Holding Company is designed to act as a growth accelerator, facilitating easier attraction of strategic fintech investors, faster capital raising for expansion, scaling of rural financial inclusion efforts, and strengthening of merchant and agent networks across Nigeria. This is particularly critical in a market where digital payments, mobile money, and remittances continue to expand rapidly, especially in non-urban areas.
This Nigerian restructuring aligns with MTN Group's broader 'Ambition 2030' strategy, which aims to position the company as a leading digital infrastructure, connectivity, and fintech powerhouse across Africa. Similar structural separations have already been implemented in other markets, including Ghana and Uganda, indicating a coordinated continental shift towards leaner telecom operations and independently capitalized fintech businesses.
The restructuring also addresses regulatory overlap, clearly separating telecom operations under the NCC and fintech operations under the CBN, thereby reducing compliance complexity. With shareholder approval secured, MTN Nigeria aims to complete the transaction by December 31, 2026, emerging as a more streamlined telecom operator with a better-capitalized fintech arm designed for growth.
