ADNOC Distribution has agreed to acquire Shell Downstream South Africa in a deal valued at about $1 billion, marking a major ownership shift in South Africa’s fuel retail market.
The Abu Dhabi-based fuel and convenience retailer has entered into a definitive agreement to acquire 100% of Shell Downstream South Africa from Shell South Africa Holdings.
The transaction includes 580 company- and dealer-owned fuel stations, as well as Shell’s South African wholesale fuel, aviation and lubricants operations.
Shell brand to remain
ADNOC Distribution said the deal forms part of its international growth strategy and represents its largest international acquisition to date.
It also gives the company a significant entry point into one of Africa’s largest and most established fuel markets.
Under the agreement, the Shell brand will be retained at retail service stations and for lubricants through a long-term brand licensing arrangement.
This means South African motorists are unlikely to see an immediate disappearance of Shell-branded forecourts if the deal is completed.
Major expansion for ADNOC Distribution
The transaction has an implied enterprise value of about $1bn before adjustments for net debt and working capital.
ADNOC Distribution said the acquisition would expand its service station network by around 55% and increase its convenience store network by around 70%.
For Shell, the sale follows its 2024 decision to divest from its South African downstream business after a review of its global portfolio.
The company’s downstream presence in South Africa stretches back more than a century, making the deal a significant change in the local fuel and convenience retail landscape.
Deal expected to close in 2027
The transaction is expected to close in 2027, subject to regulatory approvals and other customary conditions.
ADNOC Distribution is expected to retain a controlling stake in the South African business.
A 28% interest is set to be held through a local broad-based black economic empowerment partner and an employee share ownership plan.
If approved, the deal will bring a new global player into South Africa’s downstream fuel sector while keeping one of the country’s most familiar fuel brands visible on the forecourt.
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