MTN Nigeria shareholders are set to vote on Thursday on a major restructuring plan that would separate its fintech business from its core telecoms operations, in a move that could redefine how the company is organised and funded going forward.
According to a regulatory filing on the Nigerian Exchange, the proposal scheduled for decision at the company’s Annual General Meeting on April 30 will transfer control of MTN Nigeria’s fintech subsidiaries, MoMo Payment Service Bank Limited and Y’ello Digital Financial Services Limited, into a new holding structure backed by MTN Group.
The restructuring comes as MTN Nigeria looks beyond self-funding its fintech ambitions. The company says bringing in external capital is now key to scaling payments, remittances, and agent banking networks across the country.
Under the plan, MTN Group, through its fintech investment arm, will invest ₦152.06 billion ($110.54 million) for a 60% stake in the fintech businesses, while MTN Nigeria retains 40%. Both interests will sit under a new Central Bank of Nigeria-regulated holding company.
The deal effectively brings in the parent group as majority investor, easing the funding pressure on MTN Nigeria while allowing it to focus more on strengthening its core telecom infrastructure. The company says the move is expected to improve efficiency, support capital allocation, and strengthen its balance sheet.
Independent valuation firm KPMG valued the fintech businesses at ₦95.5 billion ($69.43 million) on a debt- and cash-free basis, describing the deal as fair. MTN Nigeria noted that this represents a 2.1x premium over their carrying value as of December 2025.
For shareholders, MTN says the transaction is largely neutral in the short term, with ownership in the listed company unchanged and continued indirect exposure to the fintech arm through its retained stake. Over time, however, it expects improved financial performance as losses from the fintech units will no longer be consolidated into its results.
That change is expected to lift reported margins and improve free cash flow, as the fintech arm still in its growth phase has been loss-making.
“MTN Nigeria will no longer need to commit as much funding to support the fintech subsidiaries, allowing it to further strengthen its balance sheet and allocate capital to its core connectivity business,” the company said, adding that its dividend capacity is expected to improve or remain stable.
Beyond the numbers, the split also clarifies regulatory oversight. MTN Nigeria will remain under the Nigerian Communications Commission, while the fintech entities will fall under banking regulation, reducing compliance overlap between the two businesses.
If approved, the restructuring will proceed through regulatory processes, with completion expected by the end of 2026.