MobileMoney Fintech LTD has invited shareholders and qualifying beneficiaries to an extraordinary general meeting on December 1, 2025, to vote on a merger critical to meeting Ghana’s financial services localization 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. The vote represents MTN Ghana’s final step in complying with regulations that could otherwise force a business shutdown.
Shareholders will consider two resolutions at the meeting. The first is an ordinary resolution to approve waiving the fairness report requirement under section 247 of the Companies Act, 2019. The second is a special resolution to approve the merger in terms of section 243 of the Companies Act, 2019.
Shareholders must approve the transaction with a majority in number representing at least 75 percent in value for the merger to proceed. The high threshold reflects the significance of the corporate restructuring and its regulatory implications.
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 localization 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. 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.
Shareholders and qualifying beneficiaries can attend in person at UPSA or participate virtually via the dedicated website. Participation through the virtual link will be free for all shareholders and qualifying beneficiaries on MTN’s network. MTN will reimburse those on its network who unintentionally incur charges.
Alternatively, participants without smartphones may join by dialing the provided conference number and entering the access code. A unique token number has been sent to shareholders and qualifying beneficiaries by email or SMS to grant access to the meeting. Registration for the meeting will begin at 9 AM GMT at UPSA.
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 have notified the company between November 7 and November 20, 2025, through a dedicated online portal.
The merger requires multiple regulatory approvals beyond shareholder consent, including 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. IC Securities Ghana Limited and Sentinel Global Limited serve as financial advisers to the company in relation to the merger.
MTN Ghana 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 the time of listing, all shareholders will hold one class of shares, and shares held by the trust will be distributed to beneficiaries who will become direct shareholders in the listed company.