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OPay gets approval for secondary NGX listing after NYSE debut

OPay has obtained board and shareholder approval to pursue a secondary listing on the Nigerian Exchange Limited once it completes its planned primary listing on the New York Stock Exchange.

The company disclosed this in its Form F-1 registration statement, filed with the United States Securities and Exchange Commission on October 9, 2026, according to Nairametrics.

“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 in the filing.

The filing confirms an earlier exclusive report by Nairametrics that OPay was planning to list its shares on the NGX.

According to the filing, the proposed secondary listing would be subject to market conditions and compliance with applicable Nigerian legal and regulatory requirements. These include, but are not limited to, the Investments and Securities Act, 2025, the Rules and Regulations of the Securities and Exchange Commission of Nigeria (“Nigerian SEC”), 2013, as amended, and the NGX Rulebook.

The company noted that shares traded on the NGX may not be interchangeable with its American Depositary Shares (ADSs) traded on the NYSE unless appropriate arrangements are established to facilitate transfers between the two markets.

“Unless and until appropriate cross-market arrangements are established, securities traded on the NGX may not be fungible with or exchangeable into our ADSs traded on the NYSE, which could limit investors’ ability to transfer holdings between markets, fragment liquidity and result in price differences or increased volatility,” the company stated in the filing.

In practical terms, investors who buy OPay shares on the NGX may not be able to convert or transfer those holdings directly into the company’s NYSE-traded ADSs, and vice versa.

ADSs are securities issued by a depositary bank that represent shares in a foreign company and are traded on a US exchange. They allow investors to gain exposure to a company without necessarily buying its underlying shares directly in its home market.

If OPay proceeds with its proposed dual-market structure without establishing mechanisms for converting or transferring securities between the two markets, its Nigerian-listed shares and US-traded ADSs could effectively operate as separate pools of securities.

This could cause the two securities to trade at different prices, depending on demand, supply, exchange rates, market conditions and the availability of each security.

For instance, strong demand for OPay shares among Nigerian investors could push the NGX-traded shares to a different valuation from the US-traded ADSs, without investors being able to profit from the difference through straightforward cross-market transfers.

OPay also noted that even if the secondary listing is completed and arrangements to facilitate transfers between the two markets are put in place, there is no guarantee that the NGX listing would develop an active trading market or deliver the expected expansion of its investor base and improvement in liquidity.

OPay, one of Africa’s unicorns, is planning a US initial public offering (IPO) targeting a valuation of approximately $4 billion. Citigroup, Deutsche Bank and JPMorgan Chase have been appointed to manage the offering.

Ahead of the IPO, the investment document revealed that the fintech processed a gross transaction value (GTV) of $358 billion in 2025, more than double the $166.2 billion recorded in 2024.

OPay’s monthly active users rose 57 per cent from 25.1 million in 2024 to 39.3 million in 2025, while daily active users in the fourth quarter increased 50 per cent to 22.7 million. This gave OPay a daily active user to monthly active user ratio of 57.8 per cent in the fourth quarter of 2025.

The transaction growth also coincided with a significant expansion in OPay’s lending business. New loans originated rose 285 per cent from $243.9 million in 2024 to $938.3 million in 2025, while the number of quarterly unique borrowers in Nigeria increased 119 per cent to 4.6 million.