ADNOC Distribution, the UAE’s largest mobility and convenience retailer, has agreed to bring South African investment company Reatile Group into its planned acquisition of Shell Downstream South Africa, giving the local investor a minority stake in a deal that expands the UAE energy retailer’s presence in Africa.

The agreement follows ADNOC Distribution’s July deal to acquire 100% of Shell Downstream South Africa from Shell South Africa Holdings for an implied enterprise value of about $1 billion. The transaction is expected to close in 2027, subject to regulatory approvals and other conditions.

ADNOC Distribution has said a 28% stake will be sold to a local empowerment partner and employee share ownership plan after completion. The latest agreement with Reatile identifies the South African group as a local partner in that ownership structure.

Reatile adds local ownership to ADNOC expansion

For ADNOC Distribution, the partnership offers a route into South Africa’s fuel retail market while strengthening its alignment with local economic participation requirements.

Reatile Group is a South African investment holding company focused on energy, petrochemicals and industrial assets. Its portfolio includes interests across conventional and renewable energy, giving it an established position in the country’s energy industry.

The partnership also fits ADNOC Distribution’s broader international expansion. South Africa would become its fourth international market, following its operations in Saudi Arabia and its 50% stake in TotalEnergies Marketing Egypt.

Shell network keeps its brand

Shell Downstream South Africa operates about 580 company- and dealer-owned mobility and convenience sites, alongside businesses covering lubricants, commercial fuels, aviation and marine services. In 2025, the business handled about 3.5 billion liters of fuel and operated 360 convenience stores.

ADNOC Distribution plans to retain the Shell brand in South Africa through a long-term licensing agreement after completion of the acquisition. Shell said its employees will retain their current employment under the new ownership.

The deal gives ADNOC Distribution a major foothold in South African fuel retail while preserving a role for Reatile, tying international capital to local ownership as the sector undergoes another shift in control.