OPay Gets Shareholder Approval For NGX Listing Ahead Of US IPO

BY BUKOLA ARO-LAMBO AND OLUSHOLA BELLO, Lagos

OPay Limited said it had secured board and shareholder approval to pursue a secondary listing on the Nigerian Exchange Limited (NGX) following its proposed initial public offering (IPO) on the New York Stock Exchange (NYSE), as Stanbic Africa Holdings Limited, a member of Standard Bank Group, has agreed to invest up to $200 million in the fintech company.

This was disclosed in OPay’s preliminary Form F-1 registration statement filed with the United States Securities and Exchange Commission (SEC), which also outlined its plans to expand its lending business and explore a broader commercial partnership with Standard Bank Group.

In the prospectus, OPay said the proposed Nigerian listing would follow the completion of its primary listing in the United States, although it did not disclose a timetable for the NGX debut. “We have obtained the approval of our board and shareholders to pursue a secondary listing on the Nigerian Exchange Limited (NGX) following the completion of our primary listing on the NYSE,” the company stated.

The proposed listing, however, remains subject to market conditions, regulatory approvals and compliance with applicable Nigerian laws, including the Investments and Securities Act 2025, SEC rules and the NGX Rulebook.

“The proposed secondary listing would be subject to market conditions and compliance with applicable Nigerian legal and regulatory requirements,” the prospectus stated.

The US offering is also at a preliminary stage, with OPay noting that the information contained in the filing may change and that the securities cannot be sold until the registration statement becomes effective.

Under a separate private placement arrangement, Stanbic Africa Holdings has agreed to purchase OPay ordinary shares alongside the US offering, subject to the completion of the IPO and receipt of applicable regulatory approvals.

The proposed investment will be the lowest of $200 million, the US dollar equivalent of 0.98 per cent of Standard Bank Group’s qualifying regulatory capital, excluding unappropriated profit, or the amount required to acquire 4.99 per cent of OPay’s issued and outstanding shares after the offering and private placement.

This means the final investment could be lower than $200 million. “Concurrently with, and subject to, the completion of this offering and the receipt of applicable regulatory approvals, Stanbic Africa Holdings Limited has agreed to purchase ordinary shares from us,” OPay disclosed.

The investor has also agreed not to sell, transfer or otherwise dispose of shares acquired through the placement for a specified period, subject to certain exceptions. The restriction will run from the closing date of the share subscription agreement until 12 months after the date of the prospectus.

The private placement is expected to be completed concurrently with or shortly after the public offering, provided the necessary conditions and regulatory approvals are met. Beyond the proposed equity investment, OPay said it is exploring a broader partnership with Standard Bank Group to expand financial services available through its digital platform and distribution network.

The company disclosed that its wholly owned subsidiary, OPay Digital Services, entered into a memorandum of understanding with Stanbic Africa Holdings on August 14, 2026, to explore cooperation in financial services and technology across African markets.

“The parties intend to evaluate opportunities in African markets involving digital banking and the distribution of selected Standard Bank Group products and services through OPay’s consumer and merchant platform,” the filing stated.

Potential areas of collaboration include merchant acquiring, payments, lending, remittances and the development of new financial products. OPay said the proposed collaboration could expand its product offerings, deepen engagement with consumers and merchants and create additional revenue opportunities.

“If implemented, we believe the collaboration could broaden the range of financial products available through the OPay platform, deepen consumer and merchant engagement and create additional monetisation opportunities across our ecosystem,” it stated.

However, the memorandum of understanding is non-binding and does not commit either party to implement any specific initiative. Any projects arising from the arrangement would require separate definitive agreements, as well as applicable internal and regulatory approvals.