By Adedapo Adesanya
MTN Nigeria is restructuring its fintech business by bringing in its parent company, MTN Group, as a major investor to help cushion against losses that have plagued the units.
Yesterday, MTN Nigeria announced that its parent firm, based in South Africa, will acquire a 60 per cent stake in MoMo Payment Service Bank Limited (MoMo PSB) and Y’ello Digital Financial Services (YDFS) Limited.
MoMo is a payment service bank business that provides financial services, including deposits, payments, transfers and digital wallets to individuals and small businesses in Nigeria via digital and mobile‑based platforms.
Y’ello Digital is a licensed super-agent that provides agency banking and financial services, including cash deposits, withdrawals and bill payments. It operates through the MoMo network.
In an explanatory note in respect of the proposed transaction on Tuesday, MTN Nigeria said the transaction will cost N95.5 billion and reduce its exposure to the “loss-making” financial technology (fintech) companies.
According to the Nigerian subsidiary, the acquisition, which the South African company will conduct through another subsidiary, MTN Group Fintech, is a restructuring that consists of two phases.
MTN Nigeria said the first phase is the acquisition of a 60 per cent stake in each of the two fintech companies by MTN Group.
“MTN Group Fintech will acquire a 60 per cent stake in each of the Fintech Companies through a combination of primary issuance of shares by the Fintech Companies and a secondary acquisition of shares in MoMo PSB from MTN Nigeria, at an agreed valuation of N95.5 billon (on an intra-group debt free and cash free basis), resulting in an implied capital injection of N152.06 billion payable in cash or consideration other than cash, or a combination (the “Investment Amount”) into the Fintech Companies; and MTN Nigeria will retain a 40% stake in the Fintech Companies,” the statement read.
According to the explanatory note, the second phase is the creation of a financial holding company named Fintech HoldCo, which will be 60 per cent owned by MTN Group Fintech and 40 per cent owned by MTN Nigeria.
The fintech units are currently loss-making, and this move will help MTN Nigeria to reduce financial risk and share future losses and investment burden. However, it will still keep a significant minority stake (40 per cent)
The network provider said the transaction phase will be completed with Fintech HoldCo acquiring the shares held by MTN Group Fintech and MTN Nigeria in MoMo and Y’ello Digital.
“Subject to obtaining the approval of the CBN, Fintech HoldCo will become the 100% owner of the shares in the Fintech Companies, having acquired all the shares held respectively by MTN Group Fintech and MTN Nigeria in the Fintech Companies,” the telecommunications company said.
MTN Nigeria said an annual general meeting (AGM) will be held on April 30, for shareholders to consider and, if thought fit, approve the proposed transaction.
The telco said the proposed transaction distributes operational risks, allowing MTN Group Fintech to share future capital risks, such as losses, regulatory burdens and execution risks.
In August 2024, MTN Nigeria acquired a 7.17 per cent stake held by Acxani Capital Limited in MoMo.
The acquisition increased MTN Nigeria’s total stake in MoMo to 100 per cent.