ADNOC Distribution to acquire Shell's South Africa downstream business for $1bn
South Africa marks the fourth country in ADNOC Distribution's international expansion.
ADNOC Distribution is entering South Africa, its fourth international market, through a definitive agreement to acquire Shell's downstream business in the country for an estimated value of $1 billion.
The deal covers Shell Downstream South Africa (SDSA), including 580 company- and dealer-owned fuel and convenience sites plus wholesale fuel, aviation and lubricants operations. SDSA moved around 3.5 billion liters of fuel and ran 360 convenience stores in 2025. Closing is targeted for 2027, pending regulatory approval.
"Shell Downstream South Africa is a respected and financially strong business with deep roots in the local economy, and its values and ambitions align closely with our own," said Bader Saeed Al Lamki, CEO of ADNOC Distribution.
South Africa marks the fourth country in ADNOC Distribution's international expansion, after its home market in the UAE, its 2018 entry into Saudi Arabia, and its 2023 acquisition of a 50% stake in TotalEnergies Marketing Egypt. The company has been steadily building an international retail footprint beyond the Gulf, and the SDSA deal represents its largest single move into sub-Saharan Africa to date.
Once the acquisition closes, ADNOC Distribution plans to sell a 28% stake in SDSA to a local empowerment partner and an employee stock option plan, with an eye toward compliance with South Africa's Broad-Based Black Economic Empowerment rules. A long-term licensing agreement will keep the Shell brand on retail stations and lubricants in the country.
The company expects the deal to boost earnings per share by 6% in its first full year and to deliver returns above its internal hurdle rate.
