The Abu Dhabi National Oil Company, wholly owned by the United Arab Emirates and chaired by President Sheikh Mohamed bin Zayed Al Nahyan, has agreed to buy Shell’s downstream business in South Africa for $1bn, equivalent to roughly R16.25bn, beating rival bidders for the assets. Adnoc and Shell confirmed the deal on Tuesday, with completion expected next year and about 28% of the business earmarked for sale to black economic empowerment partners once the transaction closes.
The business changing hands comprises around 580 company- and dealer-owned service stations, along with commercial fuels, aviation and marine operations, which together moved roughly 3.5 billion litres of fuel last year. It excludes Shell’s upstream exploration interests in South Africa, which the company is retaining. Adnoc Distribution’s chief executive, Bader Saeed Al Lamki, described the acquisition as consistent with the company’s push to diversify its retail platform and expand internationally, characterising Shell’s South African arm as financially sound with values aligned to Adnoc’s own.
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Shell, for its part, said the sale forms part of a broader restructuring of its downstream portfolio toward a narrower set of priority markets, and confirmed its brand will continue to appear at forecourts under a licensing arrangement even after ownership changes hands.
| South Africa fuel retail landscape | Detail |
|---|---|
| Total service stations nationally | ~4,600, selling ~30bn litres of fuel a year |
| Engen (Vivo Energy-owned since 2024) | ~1,000+ stations, largest network, ~25% market share |
| Astron Energy (formerly Caltex, Glencore-owned) | ~850 stations, second largest |
| Shell (being sold to Adnoc) | ~580–600 stations, ~10% market share |
| TotalEnergies / BP | ~500–560 stations each |
| Sasol | ~350–400 stations; produces ~30% of national fuel supply but holds only ~10% retail share |
| Adnoc Distribution’s global network post-deal | Expands to ~1,600 stations and 900 convenience stores across four countries |
South Africa becomes Adnoc Distribution’s fourth international market, following the launch of retail operations in Saudi Arabia in 2018 and the 2023 purchase of a 50% stake in TotalEnergies’ Egyptian network for around $200m. Group filings show Adnoc Distribution sold 15.7 billion litres of fuel in 2025; the South African assets are expected to lift that volume by about 20%, to roughly 19.2 billion litres, once the deal completes.
The empowerment structure attached to the sale is not entirely new territory for Shell’s local operation. Its existing South African joint venture has long been split 72% to Shell Group and 28% to Thebe Investment Corporation, whose largest shareholder is the Batho Batho Trust, an ANC-linked investment vehicle. The new deal’s plan to sell a similar 28% stake to empowerment partners suggests continuity of that ownership model under Adnoc, rather than a wholesale change to the local shareholding structure that has applied for more than two decades.
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The sale lands at a difficult moment for South Africa’s broader refining sector, which has lost roughly half its refining capacity over the past four years following the mothballing of the Sapref refinery in Durban and the closure of Engen’s Enref plant, leaving the country more reliant on imported refined product even as retail fuel consumption trends downward.
Shell’s departure from retail contrasts with the stated plans of rivals: Astron Energy, BP and Engen have each indicated they intend to expand rather than retreat, with BP specifically citing plans to grow the number of forecourts owned by black entrepreneurs. Whether Adnoc’s entry accelerates or complicates that competitive dynamic will depend largely on how quickly the deal clears regulatory approval and how the promised empowerment stake is structured in practice.