Know your rights
Scancom PLC structure
What is happening?
MTN Ghana is moving its Mobile Money (MoMo) business, currently
operated by MobileMoney Ltd (MML), into a new Ghanaian company called
New FinCo. This ensures compliance with Ghana’s Payment Systems and
Services Act, 2019 (Act 987), which requires at least 30% Ghanaian
ownership, while also positioning the business for long-term growth
Will I lose my Scancom (MTN Ghana) shares?
No. You will continue to own your MTN Ghana shares, which remain listed
and tradable on the Ghana Stock Exchange
What happens to my stake in the MoMo business?
Your economic and voting rights in the MoMo business will be preserved
through a Trust, which will hold about 32.13% of New FinCo on behalf of
minority shareholders like you.
Why is a Trust needed?
Because NewFinCo is a private company and cannot have more than 50
shareholders. Scancom is a public company and has over 100,000
shareholders. The Trust makes it possible for all minority shareholders to collectively hold their interest in New FinCo until the company is listed.
Will I still get dividends?
Yes. You will receive two streams of dividends:
- From MTN Ghana (telecom business)
- From New FinCo (MoMo business), paid through the Trust
Will I have voting rights in the MoMo business?
Yes. Your voting rights in New FinCo flow through the Trust. The Trust will cast votes in line with the instructions of minority shareholders.
Can I sell my MoMo shares directly before listing?
No. Your MoMo interest is tied to your MTN Ghana shares. If you sell your MTN Ghana shares, you also give up your beneficial interest in the MoMo business.
When will I get direct MoMo shares?
Within 3–5 years, New FinCo is expected to list on the Ghana Stock
Exchange. At that point, the Trust will distribute the shares directly to you. For every MTN Ghana share you own, you’ll get a corresponding MoMo share.
What if I don’t agree with the new structure?
At the Extraordinary General Meeting (EGM), shareholders who do not wish
to be part of the transaction will be able to opt out. They can sell their MTN Ghana shares at fair market value, with settlement through the market and the Central Securities Depository (CSD).
What happens to MTN Ghana’s business after the separation?
MTN Ghana will continue running the telecom business. New FinCo will
focus on MoMo. Both companies will remain linked through shared services, partnerships, and bundled products, so customer experience will not change.
How does this affect MTN Ghana’s share price?
In the short term, the share price may move with market sentiment. In the medium to long term, greater transparency (including separate financial statements for MoMo) is expected to support fair valuation.
Who manages the Trust?
Independent trustee(s) will be appointed to manage the Trust. They will
have no discretion over votes — they simply act based on the instructions of the minority shareholders.
What approvals are required?
The structure needs approval from:
- Shareholders at the EGM
- The Bank of Ghana (licence transfer)
- The Securities and Exchange Commission (SEC) (no-objection)
- The High Court of Ghana (merger approval and appraisal rights)
Is this tax-neutral?
Yes. Tax Advisors have confirmed the restructuring is expected to be tax-neutral, and the transaction team has secured a Ghana Revenue Authority (GRA) ruling on this.
Where can I find more information?
For further details, please visit the MTN Ghana website, contact our
Transaction Advisers, or the Central Securities Depository (CSD).