ADNOC selects local partner for Shell South Africa acquisition
Reatile Group will acquire a minority stake in Shell Downstream South Africa following ADNOC’s proposed $1 billion acquisition of the fuel retailer and convenience store operator.
ADNOC Distribution has selected South African investment company Reatile Group as its local partner in the proposed acquisition of Shell Downstream South Africa (SDSA), as the UAE-based retailer advances plans to expand its presence in the African fuel retail market.
Under an agreement announced by the companies, Reatile Group will acquire a minority stake in SDSA after ADNOC completes its purchase of the business from Shell South Africa Holdings. The transaction remains subject to regulatory approvals and other customary conditions, with completion expected in 2027.
The move follows July’s announcement of a definitive agreement to acquire 100% of Shell Downstream South Africa in a deal with an implied enterprise value of approximately $1 billion.
The acquisition includes a network of around 580 company- and dealer-owned service stations, 360 convenience stores, commercial and wholesale fuel operations, as well as aviation, marine fuel and lubricants businesses. The retail network sells approximately 3.5 billion liters of fuel annually, making it one of the largest fuel retail platforms in South Africa.
While Reatile has been confirmed as the local empowerment partner, neither its ownership stake nor the amount it plans to invest has been disclosed. ADNOC previously indicated that a combined 28% interest in the business would be allocated to a local empowerment partner and an employee share ownership plan, although the distribution between those parties has not been revealed.
The arrangement is expected to support compliance with South Africa’s Broad-Based Black Economic Empowerment (B-BBEE) framework, which promotes greater participation and ownership by historically disadvantaged groups in the economy.
Following completion of the transaction, the service stations and lubricants business will continue to operate under the Shell brand through a long-term licensing agreement, ensuring continuity for customers across the network.
The acquisition would significantly expand ADNOC Distribution’s international footprint. The company already operates in the United Arab Emirates, Saudi Arabia and Egypt, where it acquired a 50% stake in TotalEnergies Marketing Egypt in 2023.
