MTN Nigeria has received shareholder approval to transfer majority ownership of its fintech business to its parent company in a ₦152.06 billion restructuring, marking a significant shift in the company’s operating structure.
The approval was granted at the company’s Annual General Meeting held on April 30, 2026, where shareholders endorsed the separation of its fintech subsidiaries, MoMo Payment Service Bank and Y’ello Digital Financial Services into a new financial holding company.
New Holding Structure to Split Telecom and Fintech Operations
Under the approved arrangement, MTN Group Fintech Holdings B.V. will acquire a 60% stake in the fintech business through a combination of fresh capital injection and share purchase from MTN Nigeria.
Both parties will subsequently transfer their interests into a newly created holding company, to be licensed by the Central Bank of Nigeria.
Following completion, MTN Nigeria will retain a 40% minority stake, while MTN Group assumes controlling interest.
Move Aimed at Reducing Loss Exposure
The restructuring comes as MTN Nigeria seeks to reduce the financial burden associated with scaling its fintech operations.
The fintech unit, while strategic, remains loss-making and requires significant capital investment. By transferring majority ownership, the company will no longer fully consolidate these losses into its financial statements.
Analysts say this could improve MTN Nigeria’s: Profitability metrics, Eeficiency ratios and
earnings stability.
The company also indicated that lower funding commitments would enhance liquidity and support dividend sustainability.
Valuation and Shareholder Considerations
An independent fairness opinion by KPMG valued the fintech business at ₦95.5 billion on a debt- and cash-free basis.
This represents a 2.1x premium to its carrying value as of December 2025, with the transaction deemed fair and reasonable to shareholders.
Due to the related-party nature of the deal, interested shareholders abstained from voting in line with Nigerian Exchange regulations.
Regulatory Oversight to Be Split
The restructuring will also introduce clearer regulatory separation.
MTN Nigeria will continue to operate under the Nigerian Communications Commission
The new fintech holding company will be regulated by the Central Bank of Nigeria
This dual structure aligns with broader trends of separating telecom and financial services operations for regulatory clarity.
Completion Timeline
MTN Nigeria said it will proceed with the necessary regulatory and legal processes, with completion of the transaction expected by December 31, 2026.
Digitnomics Insight
MTN Nigeria’s restructuring reflects a broader shift in how telecom operators are positioning fintech businesses—as capital-intensive, standalone growth engines rather than fully integrated units. The move improves near-term financial performance while preserving long-term exposure to digital financial services.
