BEE Twist Threatens Gunvor Takeover of Shell $1bn Downstream Sale

A corporate tug-of-war has erupted behind closed doors over the $1 billion (R18 billion) sale of Shell’s downstream operations in South Africa, with what looked like a straightforward transaction now spiralling into a potential courtroom showdown that could shake up BEE partnerships in major energy deals.

Swiss energy trader Gunvor, front-runner in the race to acquire Shell’s fuel retail and distribution assets – including a network of over 600 service stations – has come under fire after ditching its local empowerment partner Afrifund Investments, led by former Telkom CEO Sipho Maseko, in favour of Matasis Investment Holdings, headed by former Northern Cape premier Manne Dipico.

According to sources quoted by the Sunday Times, Afrifund was “blindsided” just days before the deal’s expected finalisation. Gunvor, which posted a massive $136 billion in global revenues last year, is accused of leveraging Afrifund’s BEE status to gain favour with Shell and its advisors, only to switch gears at the last minute by roping in a politically connected consortium.

“They used us to open doors,” a source close to Afrifund said. “Once the path was cleared, we were shown the exit.”

Gunvor has reportedly justified its move by citing compliance concerns related to one of Afrifund’s members, but no specifics have been shared, effectively shutting the door on Afrifund’s ability to mount a formal objection or appeal.

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This last-minute substitution has triggered accusations of bad faith and raised concerns over the integrity of empowerment deals in large-scale transactions. Industry insiders say this saga could set a dangerous precedent, where politically favourable entities edge out legitimate BEE players once their usefulness expires.

Shell’s planned exit, which aligns with its broader global strategy to shift focus from downstream to upstream operations, now faces uncertainty as Afrifund mulls legal action that could delay or even derail the transaction.

Meanwhile, eyebrows are being raised over Rothschild & Co’s role in recommending Gunvor to Shell’s board, especially given the sudden change in BEE representation. Competing bidders like Saudi Aramco, Trafigura, and PetroSA have remained silent, but the unfolding legal drama may offer them a second chance.

As the battle heats up, one thing is clear: this deal is no longer just about fuel stations – it’s about power, politics, and the price of doing business in South Africa’s energy sector.