New owner for Shell’s 600 petrol stations in South Africa one step closer

Adnoc Distribution and Reatile Group have entered into an agreement to acquire a minority equity interest in Shell Downstream South Africa (SDSA).

This comes after the completion of Adnoc Distribution’s proposed acquisition of SDSA from Shell South Africa Holdings.

The proposed deal implies an enterprise value of approximately $1 billion (R16.08 billion) for SDSA on a 100% basis, before adjusting for net debt and working capital. 

The acquisition is expected to be completed in 2027 and is currently subject to customary regulatory approvals and other conditions.

Adnoc Distribution is the largest fuel and convenience retailer in the United Arab Emirates and emerged as the preferred bidder for Shell’s South African portfolio earlier in 2026.

Shell is selling its non-core holdings as it focuses on assets such as those in Canada, in a push to sustain long-term oil and gas production.

Therefore, its South African business is on the chopping block, consisting of 600 retail fuel outlets, or about 10% of the market in Africa’s biggest economy.

Initially, Shell was in talks with Gunvor Group, one of the world’s biggest independent oil traders, but these discussions fell through.

This saw Adnoc emerge as the preferred bidder, but to meet South Africa’s Broad-Based Black Economic Empowerment (BBBEE) requirements, it first had to partner with Reatile Group.

“The partnership with Reatile Group as our local partner marks an important step in our commitment to South Africa,” Adnoc CEO Bader Saeed Al Lamki said. 

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

Reatile founder and chairman Simphiwe Mehlomakulu said his company’s partnership with Adnoc represents a significant milestone.

He said it “reflects the confidence placed in our 23-year track record of investing in, operating, and growing energy businesses across South Africa”. 

Adnoc said the South African fuel retail sector offers attractive fundamentals, which are supported by the country’s investments in critical transport infrastructure.

In addition, South Africa has a growing driving-age population and a transparent regulatory framework for fuel retail, with pricing structures designed to insulate margins against inflation and currency volatility.

“The proposed acquisition represents a key milestone in Adnoc’s international growth strategy towards building a stronger fuel retail presence in Africa,” the company said. 

South Africa is set to become the fourth country in which Adnoc operates, following its acquisition of a 50% stake in TotalEnergies Marketing Egypt in 2023, and the launch of its retail fuel station operations in Saudi Arabia in 2018.