ADNOC Distribution sells Shell Downstream stake

The acquisition is expected to close in 2027.

Abu Dhabi National Oil Co. for Distribution (ADNOC Distribution) has signed a definitive agreement with Reatile Group, under which Reatile will acquire a minority stake in Shell Downstream South Africa, following the completion of ADNOC Distribution's proposed acquisition of the company from Shell South Africa Holdings.

According to a company statement, completion of the proposed acquisition remains subject to customary regulatory approvals and satisfaction of other closing conditions.

Through the partnership with Reatile Group, ADNOC Distribution reiterated its commitment to supporting inclusive economic empowerment policies in South Africa, contributing to the country’s long-term economic priorities, including enhancing local participation, energy security, job creation, and delivering sustainable value.

Reatile Group is a diversified investment holding company focused on addressing energy challenges across Africa, holding a portfolio of sector investments alongside partnerships with several energy companies in South Africa and globally.

In July, ADNOC Distribution signed a definitive agreement with Shell South Africa Holdings to acquire 100% of Shell Downstream South Africa as part of its international expansion plans.

The proposed transaction values the target company at $1 billion (AED 3.67 billion) on a 100% equity basis, prior to adjustments for net debt and working capital.

The deal covers a network of around 580 fuel stations owned by Shell Downstream South Africa or its agents, as well as wholesale fuel distribution, aviation fuels, and lubricants businesses. The acquisition is expected to close in 2027.

ADNOC Distribution had previously indicated that, after completion, it would sell a 28% stake in Shell Downstream South Africa to a local partner, in line with South Africa’s broad-based economic empowerment requirements.