ADNOC Distribution, the UAE’s largest mobility and convenience retailer, has agreed to acquire Shell’s downstream business in South Africa in a transaction valued at approximately $1 billion, marking the UAE retailer’s largest overseas acquisition and a major step in its global expansion strategy.

The deal significantly strengthens the company’s presence in Africa while reinforcing its ambition to become one of the world’s leading mobility and convenience retailers.

South Africa becomes ADNOC’s fourth market

The acquisition includes 580 fuel service stations, wholesale fuel operations, aviation fuel, and lubricants businesses. Once completed, the transaction will expand ADNOC Distribution’s global network by 55% to nearly 1,600 locations while increasing fuel volumes by approximately 20%.

South Africa joins the United Arab Emirates, Saudi Arabia, and Egypt as ADNOC Distribution’s fourth operating market, positioning the company to capitalize on rising demand for fuel retail and convenience services across Africa.

Shell brand to remain as growth continues

ADNOC Distribution will continue operating the retail network under the Shell brand through a long-term licensing agreement, preserving one of South Africa’s most recognized fuel brands.

ADNOC Distribution’s Chief Executive Officer Rader Saeed Al Lamki said the company remains focused on expansion, identifying Africa and Southeast Asia as priority markets.

Rather than investing in refining assets, ADNOC Distribution plans to accelerate growth in fuel retail, convenience stores, aviation services, business-to-business fuel supply, and lubricants.

The company expects the acquisition to increase earnings per share by 6% and EBITDA by approximately 13% during the first full year after completion. Management also indicated the transaction could strengthen future shareholder returns, complementing its dividend policy that guarantees a minimum annual payout of $700 million through 2030, or 75% of net income if higher.

Entering one of Africa’s largest fuel markets

Shell has operated in South Africa since 1902, delivering energy solutions while advancing the country’s energy transition. The global energy leader is expanding sustainable, accessible energy and supporting economic growth, innovation, and inclusive development to help power South Africa’s long-term future.

The acquisition places ADNOC Distribution in South Africa’s highly competitive fuel retail market, where consolidation has accelerated in recent years. The company will gain more than 360 convenience stores alongside fuel operations that sold roughly 3.5 billion litres in 2025.

To comply with South Africa’s Broad-Based Black Economic Empowerment (B-BBEE) regulations, 28% of Shell Downstream South Africa will be transferred to a local partner and an employee share ownership plan after the transaction closes, leaving ADNOC Distribution with a 72% controlling stake.

The landmark acquisition underscores ADNOC Distribution’s long-term commitment to Africa and signals growing investor confidence in the continent’s energy and retail sectors.

As competition intensifies among global fuel retailers, the transaction positions the Abu Dhabi-based company to capture future growth in one of the world’s fastest-evolving downstream energy markets.