ADNOC Distribution has struck a definitive agreement to acquire the entire shareholding of Shell Downstream South Africa (SDSA), advancing a transaction valued at roughly **$1 billion** that significantly expands the UAE energy retailer’s presence across Africa.
The acquisition, which remains subject to customary regulatory approvals, is expected to close in **2027**.
Although ADNOC Distribution will initially purchase the business in full, the company plans to reshape the ownership structure after the transaction is completed. A **28% interest** will be transferred to a local empowerment partner together with an Employee Stock Option Plan (ESOP), leaving ADNOC Distribution with a controlling **72% stake**.
A key feature of the agreement is a long-term brand licensing arrangement that enables the business to continue operating under the **Shell** name across its network of retail fuel stations and lubricants operations in South Africa. Maintaining the established brand is expected to support customer continuity while ADNOC takes over ownership of the downstream business.
The acquisition represents another step in ADNOC Distribution’s broader strategy of expanding beyond its domestic market. Over recent years, the company has steadily built its international portfolio, first entering Saudi Arabia in 2018 before acquiring a 50% stake in TotalEnergies Marketing Egypt in 2023. The South African deal further strengthens its position in the continent’s downstream energy sector.
The announced enterprise value of approximately **$1 billion** remains subject to customary adjustments for net debt and working capital when the transaction is finalized.
Financially, ADNOC Distribution expects the acquisition to be immediately accretive, projecting that earnings per share will rise by around **6%** during the first full financial year following completion.
BofA Securities served as the sole financial adviser to ADNOC Distribution on the transaction.
