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ADNOC Distribution agrees US$1bn deal for Shell's South African fuel network

The Abu Dhabi fuel retailer gains a third-ranked national network and keeps the Shell brand under licence, making South Africa its fourth market.

M&A News deals deskEnergy / Fuel retail · Asia-Pacific7 Jul 2026

ADNOC Distribution signed a definitive agreement on 7 July to buy Shell Downstream South Africa from Shell South Africa Holdings, implying an enterprise value of about US$1bn for the whole business.

Shell South Africa website: shell.co.za

Why ADNOC Distribution is buying Shell Downstream South Africa

ADNOC Distribution said the deal is a significant milestone in its international growth strategy and is expected to add 6% to earnings per share in the first full year after completion. South Africa would become its fourth operating country after the UAE, Saudi Arabia and Egypt.

“Shell Downstream South Africa is a respected and financially strong business”Bader Saeed Al Lamki, CEO, ADNOC Distribution

Deal terms and financing

The price is for 100% of SDSA's share capital and is subject to net debt and working capital adjustments. After completion, ADNOC Distribution expects to sell 28% to a local empowerment partner aligned with B-BBEE objectives and to an employee share ownership plan, and it will sign a long-term licence to keep using the Shell brand for retail and lubricants.

Regulatory approvals and timing

Completion is expected in 2027, subject to regulatory approvals and other conditions.

Market context

SDSA operates about 580 company- and dealer-owned sites and 360 convenience stores and supplies aviation fuel, lubricants, commercial and marine fuels. For Shell, the sale is part of a drive to simplify its downstream business and focus on its highest-return operations.

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