MTN Nigeria’s shareholders will today vote on a planned reorganisation that would split the company’s financial technology division from its main telecommunications business.
The vote, which is part of the company’s Annual General Meeting (AGM) on April 30, is about a related-party transaction that will see control of its fintech subsidiaries—MoMo Payment Service Bank Limited and Y’ello Digital Financial Services Limited—shift into a new holding structure supported by the parent MTN Group, according to a regulatory filing made on the Nigerian Exchange on Wednesday.
After funding its fintech division independently, MTN Nigeria now requires outside funding to expand payments, remittances and agent networks, therefore the split is essential to opening the door to the next stage of expansion.
The proposed agreement calls for MTN Group to invest ₦152.06 billion ($110.54 million) through its fintech investment arm in exchange for a 60% share in the fintech companies.
The remaining 40% will go to MTN Nigeria. After that, both parties would formalise a shared ownership model by combining their interests under a new holding company governed by the Central Bank of Nigeria.
MTN Nigeria successfully distributes the finance burden and frees up funds to support its core network operation by including the parent company as a majority stakeholder.
According to the company, this would boost efficiency ratios, strengthen its balance sheet and enable it to give connectivity and service quality improvements first priority.
After conducting an independent evaluation of the transaction, KPMG provided a fairness opinion regarding the agreed-upon ₦95.5 billion ($69.43 million) debt-and cash-free valuation of the fintech companies.
MTN Nigeria claims that the valuation is 2.1 times higher than the units’ carrying value as of December 2025.
The business presented the deal as generally neutral in the short term but advantageous in the long run for shareholders. Investors would still have indirect exposure to the fintech industry through the company’s remaining 40% ownership, and current shareholdings in MTN Nigeria will not change.
The filing states that reported earnings will be one immediate financial consequence. As is typical for companies in their early stages of growth, the fintech subsidiaries are now losing money, but after the split, those losses will no longer be included in MTN Nigeria’s financial statistics. According to MTN, this is anticipated to enhance key performance indicators like free cash flow and EBITDA margins.
The company stated, “MTN Nigeria will be able to further strengthen its balance sheet and allocate capital to drive growth in its core connectivity platform, as it will no longer need to commit as much funding to support the fintech subsidiaries.” “The company’s ability to pay dividends is therefore anticipated to improve or, at the very least, remain stable.”
The division is anticipated to streamline regulatory oversight in addition to financial reporting. The Nigerian Communications Commission will continue to oversee MTN Nigeria.
In order to minimise compliance overlap and align each company with its specific regulator, the fintech businesses will function under banking regulations.
The transaction will go through legal and regulatory procedures if it is approved, with completion anticipated by the end of 2026.
