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The agreement covers the acquisition of 100% of the share capital of Shell Downstream South Africa (SDSA) with an implied enterprise value of $1 billion prior to adjustment for net debt and working capital, including its 580 company and dealer-owned fuel stations, as well as its wholesale fuel, aviation and lubricants operations.
The Proposed Acquisition marks a major step towards ADNOC Distribution's ambition to become a global mobility and convenience retailer, while advancing its fuel retail footprint in Africa.
The Proposed Acquisition is projected to boost ADNOC Distribution's earnings per share by 6% in the first full year after completion and generate an IRR in excess of the Company's hurdle rate, delivering immediate shareholder value.
Building on its track record of international expansions, ADNOC Distribution aims to contribute positively to South Africa's economy.
Following completion of the Proposed Acquisition, a 28% stake in SDSA is expected to be sold on to a local empowerment partner and employee stock option plan.
ABU DHABI, UAE and JOHANNESBURG , July 7, 2026 /PRNewswire/ -- ADNOC Distribution (ISIN: AEA006101017) (Symbol: ADNOCDIST) today announced that it has entered a definitive agreement to acquire 100% of the share capital of Shell Downstream South Africa ("SDSA") from Shell South Africa Holdings (the "Proposed Acquisition").
The Proposed Acquisition has an implied enterprise value of approximately $1 billion for 100% of the share capital prior to adjustment for net debt and working capital and is expected to close in 2027, subject to customary regulatory conditions, other conditions precedent and closing conditions.
A 28% stake in SDSA is expected to be sold on to a local empowerment partner and Employee Stock Option Plan (ESOP) following completion of the Proposed Acquisition.
ADNOC Distribution will enter into a long-term brand licensing agreement upon completion of the Proposed Acquisition to retain the Shell brand for retail service stations and lubricants businesses in South Africa.
Upon completion, Customers will continue to receive their preferred and trusted experience under ADNOC Distribution's stewardship.
Eng. Bader Saeed Al Lamki, CEO of ADNOC Distribution, said: "The Proposed Acquisition marks a significant milestone in ADNOC Distribution's international growth strategy and reflects our confidence in South Africa as a high-potential, well-regulated fuel retail sector.
Shell Downstream South Africa is a respected and financially strong business with deep roots in the local economy, and its values and ambitions align closely with our own.
By bringing it into the ADNOC Distribution family, we plan to accelerate our international expansion, diversify our platform and create sustainable long-term value for our shareholders, our partners and the customers and communities that this business has proudly served for decades."
About Shell Downstream South Africa
SDSA represents Shell's downstream business in South Africa, including a network of 580 company- and dealer-owned mobility and convenience sites, as well as lubricants, commercial fuels, aviation, and marine businesses.
The brand had fuel volumes of approximately 3.5 billion liters and operated 360 convenience stores as of 2025. For more information about SDSA, please visit: www.shell.co.za.
Transaction rationale
The South African fuel retail sector offers attractive fundamentals. South Africa's investments in critical transport infrastructure, alongside a growing driving-age population, reinforce the growth potential of fuel consumption.
The country benefits from a strong and transparent regulatory framework for fuel retail, with pricing structures designed to insulate margins against inflation and currency volatility.
Together, these characteristics create a compelling environment for sustainable growth, consistent performance and cash generation, supporting long-term value creation for shareholders.
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