Board Chairman of MTN Ghana, Dr. Ishmael Yamson, has reassured shareholders that their economic interests will be fully preserved despite the company’s landmark restructuring of its mobile money subsidiary, MobileMoney Limited (MML).
Speaking at an Extraordinary General Meeting held in Accra on Wednesday, May 21, 2025, Dr. Yamson explained that the transition, mandated by the Payment Systems and Services Act of 2019—is not only regulatory but strategic, positioning MTN’s mobile money business for long-term growth.
“You will still own your Scancom PLC shares,” Dr. Yamson affirmed. “You also now have a valid interest in the New FinCo through the trust. You will receive dividends and voting rights through the trust when you buy our shares… You will not lose any value.”
He noted that this new structure will ultimately convert into direct shareholder equity when the restructured entity is listed on the Ghana Stock Exchange.
Meeting Ghana’s 30% local ownership law
The restructuring stems from a Bank of Ghana directive under the Payment Systems and Services Act, which mandates that all electronic money issuers must attain a minimum of 30% Ghanaian ownership by June 13, 2025.
Failure to meet this benchmark could mean severe consequences for MTN Ghana’s mobile money operations, including the risk of losing its license.
To comply, Scancom PLC—the parent company of MML—has embarked on a two-phase localisation strategy.
The first phase, completed in September 2024, saw 30% local ownership achieved at the Scancom PLC level through stock market transactions.
New FinCo emerges to replace MML
The second phase involves the creation of a new company, provisionally known as New FinCo, which will absorb MML’s assets, liabilities, and workforce.
Once this transition is complete, MML will cease to exist, and New FinCo will operate as the new electronic money issuer.
The process includes securing all relevant approvals from stakeholders, including creditors, employees, the Chief Labour Officer, and the Bank of Ghana.
A certificate of merger from the Registrar will formalise the process.
Dr. Yamson stressed the strategic importance of this transformation, stating, “This change is good for the future of our business and your investment. It will liberate MML to grow faster, compete better, and attract the right skills to thrive in a digital future.”
Trust-based model to secure minority interests
At the heart of the localisation strategy is a specially created Trust that will hold a 32.13% stake in New FinCo on behalf of minority shareholders.
This ensures they maintain economic and governance interests in the company even before it is listed.
This structure mirrors the ownership framework of Scancom PLC and enables institutional investors, who are typically restricted to listed equities—to retain indirect exposure to the MoMo business through Scancom PLC shares.
Once New FinCo is listed on the Ghana Stock Exchange, shares held by the Trust will be distributed directly to minority shareholders, converting indirect interest into direct equity.
MTN Group to retain majority control
Despite the restructuring, MTN Group will maintain its leadership in the mobile money sector, retaining 67.87% ownership in New FinCo via its investment arms, Investcom and MTN Dubai.
The Group has given assurances that it will not divest any portion of its stake prior to the company’s public listing.
Additionally, the employee share scheme—which has earmarked over 563 million shares—will continue uninterrupted.
Public listing and maturity of new FinCo
New FinCo will operate as a privately held entity in its initial years, but plans are already in place to list the company on the Ghana Stock Exchange within 3 to 5 years.
This timeline allows the business to reach operational and technological maturity before going public.
Notably, New FinCo’s listing is expected to occur ahead of Fintech B.V., MTN’s broader international fintech vehicle.
Backing the company’s strategic moves are strong financial results.
MTN Ghana posted a profit after tax of GH₵5.03 billion in 2024—a 26.3% increase from GH₵3.98 billion in 2023.
MoMo revenues also witnessed remarkable growth, rising by 54.4% year-on-year to GH₵4.4 billion.
The surge was fueled by a 12.8% increase in active users, a revised fee structure, and the expansion of advanced services.
Transaction data further highlights the sector’s vitality: withdrawals increased by 45.2%, while transfers grew by 44.6%. MoMo’s share of total service revenue climbed to 24.9%, up from 21.7% in the previous year.
Engagement and governance
While no resolution was passed at the recent EGM, shareholders were thoroughly briefed on the steps ahead.
MTN Ghana’s management is committed to continued dialogue and transparency throughout the transition process.
An upcoming EGM will be convened for shareholders to vote on the proposed merger and finalisation of the New FinCo structure. Any regulatory adjustments to the structure will be communicated in advance.
This restructuring—arguably one of the most significant in Ghana’s fintech history—solidifies MTN’s role in fostering a sustainable and inclusive digital finance landscape.
Commitment to Ghana’s digital financial future
The restructuring of MML into New FinCo is more than a compliance exercise.
It signals MTN Ghana’s dedication to building a locally anchored, future-ready fintech platform at a time when mobile money transactions have exceeded GH₵3 trillion annually.
As Ghana’s digital economy grows, MTN Ghana’s localisation initiative stands as a blueprint for integrating regulatory compliance with shareholder protection and strategic expansion.
