MTN Ghana has called shareholders of its newly incorporated MobileMoney Fintech Limited to an extraordinary general meeting on December 1, 2025, to vote on a merger that will complete the telecommunications giant’s compliance with Ghana’s financial services localisation requirements.
The meeting, scheduled for 11:00 AM at the University of Professional Studies Accra auditorium and streamed live online, will determine whether MobileMoney Limited merges with MobileMoney Fintech Limited. Shareholders must approve the transaction with a majority in number representing at least 75 percent in value for the merger to proceed.
MobileMoney Fintech Limited was incorporated on October 16, 2025, specifically to serve as the new operating entity for MTN’s mobile money business in Ghana. Under the proposed merger, all assets, liabilities and consenting employees of MobileMoney Limited will transfer to the new company. MobileMoney Limited will subsequently dissolve without formal liquidation proceedings.
The restructuring responds directly to Ghana’s Payment Systems and Services Act of 2019, which requires dedicated electronic money issuers to maintain at least 30 percent Ghanaian ownership. The Bank of Ghana issued a directive on May 12, 2025, requiring MobileMoney Limited to satisfy this localisation requirement by December 31, 2025, or face significant regulatory consequences including potential business shutdown.
The structure involves a trust mechanism established by Scancom PLC, MTN Ghana’s parent company, to hold shares in MobileMoney Fintech Limited on behalf of Ghanaian minority shareholders. This trust currently holds one A2 ordinary share in the company, with MTN Dutch Holdings BV holding the remaining 72,129,999 A2 ordinary shares. Following the merger, the trust will hold 27,870,000 A1 ordinary shares representing approximately 28 percent of the company, while MTN Dutch Holdings will hold 72,130,000 A2 ordinary shares representing roughly 72 percent.
The company has structured the transaction to mirror the ownership proportions of Scancom PLC, where Ghanaian shareholders hold approximately 30 percent following successful trades on the Ghana Stock Exchange completed in September 2024. This ensures minority shareholders maintain economically identical interests in both the telecommunications and mobile money businesses.
Qualifying beneficiaries who vote against the merger may exercise appraisal rights to sell their corresponding Scancom PLC shares back to the parent company. The purchase price will equal the volume weighted average share price for the 60 trading days preceding the December meeting. Dissenting shareholders must notify the company between November 7 and November 20, 2025, through a dedicated online portal and vote against the merger resolution at the extraordinary meeting.
The merger requires multiple regulatory approvals beyond shareholder consent. These include clearance from the Bank of Ghana, Securities and Exchange Commission, High Court of Justice orders making the transaction binding, and endorsement from the Chief Labour Officer for employee transfers. The company board approved the merger on October 28, 2025, and the MobileMoney Limited board followed with approval on October 22, 2025.
MTN Ghana launched its mobile money service in July 2009 as the first telecommunications company in Ghana to offer such services, initially partnering with nine banks. By December 2024, the business had expanded to include 22 partner banks, approximately 17 million active users and over 500,000 active agents and merchants nationwide. The service operates as Ghana’s dominant mobile money platform.
The company expects to list MobileMoney Fintech Limited on the Ghana Stock Exchange within three to five years following the merger, subject to regulatory and corporate approvals. At that time, shares held by the trust will be distributed directly to Ghanaian shareholders, allowing them to trade the mobile money company separately from their Scancom PLC holdings.
Financial advisers IC Securities Ghana Limited and Sentinel Global Limited are guiding the transaction, with legal counsel provided by Bentsi Enchill, Letsa and Ankomah. The company has waived the requirement for a fairness report from an insolvency practitioner, a decision that also requires shareholder approval at the December meeting.