Adnoc Distribution has signed a definitive agreement to acquire Shell South Africa Holdings’ entire stake in Shell Downstream South Africa, in a deal valued at approximately $1 billion on a 100% equity basis, before net debt and working capital adjustments.
The transaction is expected to close during 2027, subject to regulatory approvals and customary closing conditions. Once complete, Adnoc Distribution has said it will sell a 28% stake in Shell Downstream South Africa to a local partner, as required under South Africa’s broad-based black economic empowerment legislation.
Shell Downstream South Africa encompasses Shell’s marketing and distribution operations in the country, including a network of around 580 service stations owned or operated through authorised dealers. The business also covers lubricants, commercial fuel, and aviation and marine fuel. Based on 2025 figures, the company sold approximately 3.5 billion litres of fuel and operates 360 retail stores.
Following the acquisition, Adnoc Distribution will enter a long-term brand licensing agreement allowing it to continue running the service stations and lubricants business under the Shell brand.
Bader Saeed Al Lamki, CEO of Adnoc Distribution, said the deal represents a significant milestone in the company’s international expansion strategy and reflects its confidence in South Africa as a market with sound regulatory structures in the downstream fuel sector.
The acquisition is expected to be accretive to earnings per share by around 6% in the first full financial year after completion, and to generate an internal rate of return above the company’s minimum threshold for its fuel distribution and retail businesses.
South Africa will become Adnoc Distribution’s fourth international market. The company entered Egypt in 2023 through a 50% acquisition of TotalEnergies Marketing Egypt, and opened its first station outside the UAE in Saudi Arabia in 2018.
BofA Securities served as exclusive financial adviser on the deal. A&O Shearman and Ennis provided legal counsel to Adnoc Distribution.
