ADNOC Distribution Acquires Shell South Africa Downstream for $1 Billion

On July 7, 2026, ADNOC Distribution entered into a definitive agreement to acquire 100% of the share capital of Shell Downstream South Africa from Shell South Africa Holdings. The transaction has an implied enterprise value of approximately $1 billion before adjustments for net debt and working capital. The acquisition includes a network of 580 fuel stations along with aviation, lubricants, marine, and wholesale fuel operations.

ADNOC Distribution emerged as the preferred bidder for the assets after previous negotiations with the Gunvor Group failed. Shell indicated the sale is part of a broader strategy to restructure its downstream portfolio and focus on key markets. Under the terms of the agreement, ADNOC Distribution will enter a long-term brand licensing deal to retain the Shell brand for its retail and lubricants businesses in South Africa.

The transaction is expected to close in 2027, pending regulatory approval. Following the closure, ADNOC Distribution plans to sell a 28% stake in the business to a local empowerment partner aligned with Broad-Based Black Economic Empowerment legislation and an employee stock option plan.