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# Abu Dhabi’s oil company is buying South Africa’s 580 Shell stations, and it’s just picked it’s local partner
- URL: https://www.businessbagel.com/adnoc-shell-south-africa-reatile-empowerment-partner/
- Published: 2026-08-25T03:30:00.000Z
- Updated: 2026-08-25T03:30:00.000Z
- Description: Reatile Group takes a minority holding in a business with 580 forecourts once ADNOC's $1bn purchase closes, and neither side will say how big a minority.
- Author: Christian Maidman
- Tags: Companies, Business Bagel News

Fuel retail in South Africa comes with a shareholder requirement attached, and a buyer from Abu Dhabi has now met it. ADNOC Distribution said on Friday that Reatile Group will take a minority holding in Shell Downstream South Africa once its purchase of the business completes; chief executive Bader Saeed Al Lamki called the partnership an important step in the company's commitment to South Africa. Neither company put a number on the stake.

The purchase itself was agreed in July. ADNOC Distribution, the fuel retail arm of Abu Dhabi's state energy group, signed a definitive agreement to buy 100% of Shell Downstream South Africa from Shell South Africa Holdings, at an implied enterprise value of about $1 billion before adjustment for net debt and working capital. What it is buying is 580 company and dealer-owned fuel stations plus wholesale fuel, aviation and lubricants operations, a business that moved about 3.5 billion litres of fuel and ran 360 convenience stores in 2025\. Shell had been in talks with commodity trader Gunvor before those negotiations fell through.

## Who Reatile is

Reatile Group is a South African investment holding company founded and chaired by Simphiwe Mehlomakulu, with a portfolio of energy assets running from gas to renewable projects. Mehlomakulu started at Sasol in 1993, where he was global export manager for Sasol Solvents, and was managing director of PetroSA's European operations in 2003\. He sits on the board of JSE-listed logistics group Super Group. He called the partnership a significant milestone that reflects the confidence placed in a 23-year record of investing in, operating and growing South African energy businesses, and said combining ADNOC's financial strength with local market knowledge and industry relationships puts the pair in a position to keep the business growing.

## Two separate 28% stakes

ADNOC said in July that a 28% stake in the business would be sold on to a local empowerment partner and an employee share scheme after completion, and that it would look for a partner with a deep understanding of the sector, its regulatory environment and the requirements of broad-based black economic empowerment law. How that 28% divides between Reatile and the staff scheme has not been disclosed. A different 28% already sits inside the same business: Thebe Investment, the Black-owned group that first backed Shell in the early 2000s, holds that much of Shell's local retail operation.

On completion ADNOC will take a long-term licence on the Shell brand for the retail stations and the lubricants business, so the signage does not change. South Africa would be the fourth country ADNOC Distribution operates in, after the UAE, Egypt and Saudi Arabia, following its 2023 purchase of half of TotalEnergies Marketing Egypt and its 2018 entry into Saudi Arabia. The company expects the deal to lift its earnings per share 6% in the first full year after completion. Regulatory approvals and closing conditions still have to be met, and ADNOC expects the transaction to close in 2027.