MTN Uganda offers exit plan for shareholders as it finalises MoMo business split

MTN Uganda has unveiled a detailed opt-out mechanism for retail minority shareholders who do not wish to participate in its upcoming structural separation of the mobile money business, offering them a window to exit before the changes are implemented.

The move follows the telecom giant’s plan to separate MTN Mobile Money Uganda Limited (MTN MoMo) from its core telecom operations as part of a larger corporate reorganisation. Once approved by the Bank of Uganda and other regulators, the restructured fintech unit will be jointly owned by MTN Group Fintech Holdings B.V. and a trust benefiting MTN Uganda’s institutional and retail investors.

In a supplementary circular issued June 30, MTN informed shareholders that those unwilling to be part of the new linked-benefit trust structure—where MTN shareholding confers economic and voting rights in the fintech business—can opt out via a platform accessible through USSD and a dedicated web portal.

Exit Window and Process

The opt-out option will become available after all regulatory approvals have been secured. MTN will issue a formal announcement activating the 14-day window for eligible shareholders to exercise their right to exit. Shareholders who choose to opt out will have their shares sold via licensed brokers on the secondary market, with MTN coordinating the process to ensure timely and orderly execution within three to five days.

If the market cannot absorb all the offloaded shares, MTN will work with brokers to find institutional investors or third-party buyers to take up the remainder. All sales will reference the prevailing market price of MTN shares.

Why the Separation?

The structural separation is part of MTN’s “Ambition 2025” strategy, which aims to unlock value from its fintech business by placing it under a dedicated financial services entity. The Board insists the proposed reorganisation protects the interests of minority shareholders, offering them future direct ownership in the newly listed fintech company.

“The Board has assessed the proposal and believes the transaction aligns with our long-term strategy while safeguarding shareholder value,” said MTN Uganda Company Secretary Enid Edroma in the circular.

Extraordinary General Meeting Rescheduled

Shareholders will now vote on the proposed reorganisation during an Extraordinary General Meeting (EGM) on Tuesday, July 22, instead of the previously scheduled date of July 2. The hybrid meeting will be conducted both physically and online in line with MTN’s Articles of Association.

The Board has urged shareholders to approve the proposed transaction, and directors holding shares have indicated their intention to vote in favour.

No Change in Financial Position

The company clarified that there has been no material change in its financial or trading position, including that of MTN MoMo, since the publication of its full-year results for 2024.

Shareholders can access all related documents, including the initial and supplementary circulars and the EGM notice, via MTN Uganda’s investor portal at www.mtn.co.ug/investors.