Dubai, UAE — ADNOC Distribution has agreed to acquire Shell Downstream South Africa for an implied enterprise value of about $1 billion, expanding the UAE fuel retailer’s presence in Africa as it pursues international growth.
The Abu Dhabi-listed company said on Tuesday it had signed a definitive agreement to buy 100% of the South African business from Shell South Africa Holdings, with the transaction expected to close in 2027, subject to regulatory approvals and customary closing conditions.
Following completion, ADNOC Distribution plans to sell a 28% stake in the business to a local empowerment partner and an employee stock ownership plan in line with South African ownership requirements.
The acquisition includes Shell Downstream South Africa’s network of about 580 company- and dealer-owned fuel stations, together with its wholesale fuel, aviation, marine and lubricants businesses. The company sold approximately 3.5 billion litres of fuel in 2025 and operates 360 convenience stores across the country.
ADNOC Distribution said it would enter into a long-term brand licensing agreement with Shell, allowing it to continue operating retail service stations and lubricants businesses under the Shell brand in South Africa.
Chief Executive Bader Saeed Al Lamki said the acquisition represented a significant milestone in the company’s international growth strategy and reflected its confidence in South Africa’s fuel retail market.
The company expects the acquisition to increase earnings per share by about 6% in the first full year after completion and generate an internal rate of return above its investment hurdle rate.
South Africa would become the fourth country in which ADNOC Distribution operates, following its expansion into Saudi Arabia and its acquisition of a 50% stake in TotalEnergies Marketing Egypt in 2023.
