MTN to cede 30% of MoMo to Ghanaians

A new financial technology company, provisionally known as New FinCo, is set to take over the operations of Mobile Money Limited (MML) in a landmark localisation exercise aimed at ensuring compliance with Ghana’s regulatory framework for electronic money issuers.
This strategic move, being championed by Scancom PLC, the parent company of MML, seeks to meet the 30% Ghanaian ownership requirement under the Payment Systems and Services Act, which governs the operations of mobile money businesses in Ghana.

Regulatory deadline sparks restructuring
As stipulated by the Bank of Ghana (BoG), all dedicated electronic money issuers in the country are required to ensure at least 30% local ownership by June 13, 2025.
Failure to meet this deadline could trigger serious legal, regulatory, and commercial consequences—including a potential shutdown of the MoMo business.
The creation of New FinCo and the associated localisation efforts signal not just compliance with regulation, but also a long-term commitment to building a sustainable, Ghanaian-inclusive fintech ecosystem.
MML, which currently operates under BoG’s approval as a dedicated electronic money issuer, has initiated a comprehensive two-phase localisation strategy designed to bring its operations in line with the law without disrupting service or investor confidence.

The two-phase localisation strategy
A circular to shareholders explained that Scancom PLC adopted a two-phased approach to meet this localisation target.
The first phase—achieved in September 2024—focused on attaining 30% Ghanaian ownership at the Scancom PLC level.
This was accomplished through a series of public trades on the Ghana Stock Exchange (GSE) over two years, indirectly ensuring compliance at the MML level, since MML is wholly owned by Scancom.
The second phase, now underway, involves the establishment of New FinCo, which will become the new operating entity for the MoMo business.
The transition is being carefully structured to preserve the interests of existing shareholders, particularly minority shareholders, while complying with regulatory expectations.

A trust for Ghanaian ownership
At the heart of this strategy is the creation of a Trust, which will hold a 32.13% stake in New FinCo on behalf of minority shareholders.
This Trust-based model is considered both efficient and legally sound, providing minority shareholders with continued economic and governance interests in the MoMo business—despite New FinCo being a non-listed private company in its initial stages.
The Trust’s shareholding structure in New FinCo will mirror that of Scancom PLC, ensuring a commercially identical experience for minority investors.
Institutional investors, many of whom are only permitted to hold listed shares, will continue to benefit from indirect exposure to the MoMo business through their holdings in Scancom PLC.

Merger with MML and operational continuity
As part of the transition, MML will merge with New FinCo, transferring all assets, liabilities, and employees to the new entity.
Once the merger is complete, MML will be formally dissolved.
The BoG’s final licensing of New FinCo will mark the completion of the localisation process.
Prior to the merger, all necessary third-party approvals will be secured, including those from employees, creditors, the Chief Labour Officer, and the BoG.
Upon receiving a certificate of merger from the Registrar, New FinCo will assume full operational control of the mobile money platform.

Towards a future public listing
Although New FinCo will start as a privately held company, there are clear plans to list it on the Ghana Stock Exchange within 3 to 5 years, subject to corporate and regulatory approvals.
This future listing will enable direct trading of New FinCo shares, including those held by the Trust on behalf of minority investors.
Upon listing, shares in the Trust will be distributed directly to the minority shareholders, giving them direct ownership in New FinCo—independent from their Scancom PLC shares.
The proposed listing of New FinCo is expected to precede the listing of Fintech B.V., and the timing will depend on the technological and operational maturity of the business.

MTN Group to retain majority stake
The MTN Group, through its investment vehicles Investcom and MTN Dubai, will retain 67.87% ownership of New FinCo post-merger.
The group has confirmed to the Scancom PLC Board that it will not dispose of any of its shares in New FinCo prior to the company’s listing.
Excluding the shares already earmarked for Scancom PLC’s employee share scheme—which includes over 563 million shares yet to be awarded—the ownership transition preserves the MTN Group’s leadership in the mobile money sector while promoting inclusive local participation.

Engagement and Governance
Scancom PLC and its advisors are actively engaging with regulators to finalise the recommended structure for localisation.
An Extraordinary General Meeting (EGM) of shareholders will be convened to discuss and vote on the proposed merger and the establishment of New FinCo.
Any material adjustments to the proposed structure arising from regulatory engagements will be promptly communicated to shareholders.

Securing Ghana’s digital financial future
This major restructuring comes at a time when Ghana’s mobile money market continues to surge.
In 2024 alone, mobile money transactions in Ghana hit GH¢3.019 trillion, reflecting the sector’s critical role in driving financial inclusion and digital commerce.
MTN Ghana reported a GH₵5.03 billion profit after tax for 2024, a 26.3% increase from GH₵3.98 billion in 2023.

MoMo revenue records 54.4% increase
Mobile money revenue sustained its robust positive momentum with year-on-year revenue growth of 54.4% to GH₵4.4 billion.
This growth was driven by a 12.8% year-on-year growth in active users, a review of the fee structure, and significant growth in advanced services.
Withdrawals recorded a strong growth of 45.2% year-on-year, while transfers grew by 44.6%.
MoMo’s revenue contribution to total service revenue increased to 24.9% compared to 21.7% 2023.
By ELVIS DARKO, Accra