Agility approves Tristar stake divestment

Tristar accounted for 27% of Agility Group's revenue in the first half of 2026.

ADX-listed Agility Global said its board of directors approved, at a meeting held yesterday, the sale of its subsidiary's entire stake in energy logistics provider Tristar to India's Aegis Logistics Ltd.

According to a company statement, the transaction values Tristar at approximately $1.5 billion (AED 5.51 billion), with an equity value of $882 million (AED 3.24 billion), based on an enterprise value-to-earnings before interest, taxes, depreciation and amortization (EV/EBITDA) multiple of 6x using 2025 figures.

Agility owns 65.12% of Tristar's share capital, with its share of the total transaction proceeds amounting to $581 million (AED 2.13 billion). This includes $425 million payable upon completion, $110 million payable one year after closing, and additional contingent consideration of up to $46 million, subject to the fulfillment of agreed conditions.

The company expects the transaction to close by the end of March 2027, subject to regulatory approvals and other closing conditions.

The transaction excludes certain interests in a strategic fuel storage asset, which Agility owns directly, and which are included in Tristar's consolidated financial statements. These interests have an estimated equity value of at least $145 million.

The statement said these interests will be offered for sale through a separate process, and their estimated value is not included in Agility's expected proceeds from the Tristar transaction.

Agility acquired Tristar in 2003 for approximately $7 million and invested an additional $123 million over the first seven years, including investments in other strategic fuel storage assets.

The company expects its investments in the fuel logistics sector to generate returns exceeding $1 billion, representing an internal rate of return (IRR) of 16% over the 23-year investment period.

The statement emphasized that the divestment would allow Agility to realize accumulated value for shareholders, maintain its focus on growth priorities, streamline the group's business portfolio, strengthen its financial position and provide greater flexibility for future capital allocation.

The board will assess how to allocate the net proceeds as the transaction approaches completion, in line with the group's priorities, including investing in growth, reducing debt and returning capital to shareholders.

Tristar accounted for 27% of Agility Group's revenue during the six months ended June 30, 2026, and 13% of its total assets.

Agility will continue to consolidate Tristar's financial statements until the transaction closes. Under International Financial Reporting Standard (IFRS) 5, Tristar will be classified as held for sale from the signing date until completion. Its assets and liabilities will be presented separately in the statement of financial position as "Assets Held for Sale" and "Liabilities Associated with Assets Held for Sale," respectively. Its results will be reported separately in the statement of profit or loss as "Discontinued Operations," while the gain arising from the transaction will be recognized upon completion.

In August, the company announced that it was exploring strategic options to maximize value from Tristar's business, including a potential sale.