New owner set to take over hundreds of petrol stations across South Africa

Johannesburg – Abu Dhabi National Oil Company (ADNOC) Distribution has partnered with South African investment company Reatile Group as it moves closer to taking control of Shell’s downstream business in South Africa in a deal valued at about $1 billion (roughly R16 billion).

The agreement will give ADNOC access to Shell Downstream South Africa (SDSA), which includes a network of about 580 company- and dealer-owned service stations, as well as wholesale fuel, aviation, marine and lubricants operations. The business also operated 360 convenience stores and sold about 3.5 billion litres of fuel in 2025.

BusinessTech reported that ADNOC Distribution had entered into a definitive agreement with Shell for the South African business, with the transaction expected to be completed in 2027, subject to regulatory approvals and other conditions.

The deal is now moving forward with Reatile Group joining ADNOC as a local partner.

Deep understanding 

According to Daily Investor, ADNOC and Reatile had entered into an agreement to acquire a minority equity interest in Shell Downstream South Africa following ADNOC Distribution’s proposed acquisition of the business from Shell South Africa Holdings.

ADNOC Distribution CEO Bader Saeed Al Lamki said the partnership with Reatile was an important step in the company’s expansion in South Africa.

“The partnership with Reatile Group as our local partner marks an important step in our commitment to South Africa,” Al Lamki said, according to Daily Investor.

“Reatile Group has a deep understanding of the South African energy sector, its regulatory environment and operating requirements,” he said.

The partnership is also expected to help ADNOC meet South Africa’s black economic empowerment requirements. Following completion of the acquisition, a 28% stake in SDSA is expected to be sold to a local empowerment partner and an employee stock ownership plan.

Shell brand to remain

Despite the change in ownership, motorists are expected to continue seeing the Shell brand at the service stations.

ADNOC Distribution has said it will enter into a long-term brand licensing agreement that will allow the retail stations and lubricants businesses to continue operating under the Shell name after the acquisition.

The acquisition represents a major expansion for ADNOC Distribution, giving the UAE company a substantial presence in South Africa’s fuel retail market.

The transaction covers 100% of Shell Downstream South Africa and includes the 580 service stations, wholesale fuel operations, aviation and lubricants businesses, MarketScreener reported.

The deal carries an implied enterprise value of approximately $1 billion before adjustments for net debt and working capital.

The company said the acquisition forms part of its ambition to become a global mobility and convenience retailer and expand its fuel retail footprint beyond the UAE.

For Shell, the transaction forms part of a broader strategy to sell non-core downstream assets and focus its investment on other parts of its energy portfolio.

Daily Investor said that Shell’s South African business had become part of the company’s broader divestment strategy after more than a century in the country.

The proposed acquisition is expected to close in 2027, subject to regulatory approvals and other conditions.

The deal will mark a significant shift in ownership of one of South Africa’s largest fuel retail networks, while the continued use of the Shell brand means consumers are unlikely to see an immediate change at the pumps.