ADNOC Distribution has entered into a definitive agreement to acquire 100 per cent of Shell Downstream South Africa, strengthening its presence across the African energy landscape and signalling continued international investment in one of the continent’s largest fuel retail markets.
The transaction carries an implied enterprise value of approximately US$1 billion before adjustments for net debt and working capital at completion. The acquisition remains subject to regulatory approvals and customary closing conditions, with completion expected during 2027.
The agreement represents a significant step in ADNOC Distribution’s international growth strategy as the company seeks to expand beyond its established operations in the United Arab Emirates. Following previous expansion into Saudi Arabia and Egypt, South Africa will become the company’s fourth operating market, reinforcing Africa’s growing importance within global energy investment strategies.
Shell Downstream South Africa operates an extensive national distribution network comprising approximately 580 company owned and dealer operated service stations. The business also supplies wholesale fuels, aviation fuel and lubricants while managing around 360 convenience stores. During 2025, the business recorded fuel sales volumes of approximately 3.5 billion litres, reflecting its established position within South Africa’s energy sector.
In accordance with South Africa’s Broad Based Black Economic Empowerment framework, ADNOC Distribution confirmed that following completion of the transaction, a combined 28 per cent stake in the business will be transferred to a local strategic partner together with an employee share ownership plan. ADNOC Distribution will retain a 72 per cent majority interest while continuing to operate within South Africa’s transformation policies designed to promote broader economic participation.
The company also confirmed that the Shell brand will continue to be used across retail service stations and the lubricants business through a long term licensing agreement, providing continuity for customers and commercial partners while ownership transitions to the new shareholder.
Chief Executive Officer Bader Saeed Al Lamki said the acquisition reflects ADNOC Distribution’s confidence in South Africa’s regulated fuel retail market and aligns with the company’s ambition to become a leading international fuel and convenience retailer.
The company expects the acquisition to enhance earnings per share by approximately six per cent during the first full financial year following completion, subject to the successful integration of the business.
The transaction also illustrates the continued evolution of investment flows within Africa’s energy sector, with capital increasingly originating from within the Global South alongside traditional international investors. Such developments highlight the continent’s strategic importance as demand for transport fuels, aviation services and retail convenience offerings continues to evolve alongside economic growth and urbanisation.
South Africa remains one of Africa’s most sophisticated downstream petroleum markets, supported by extensive logistics infrastructure, established regulatory institutions and a diversified industrial economy. Investments of this nature reinforce the country’s role as a regional energy hub while demonstrating growing commercial partnerships between African markets and Gulf based energy companies.
BofA Securities acted as sole financial adviser to ADNOC Distribution on the transaction, while A&O Shearman and ENS served as legal advisers.
