Shell Pakistan to undergo ownership change as SPCO enters into SPA with WAFI Energy

Completion of this transaction will be subject to the issuance of a public offer by WAFI Energy LLC to prospective investors and regulatory approvals.

Shell Pakistan Limited (PSX: SHEL) is set to undergo a significant change in ownership as its parent Shell Petroleum Company Limited (SPCo) has entered into a Share Purchase Agreement (SPA) with Wafi Energy LLC (WAFI Energy), a Saudi Arabian fuel stations company.

Shell Pakistan disclosed this development in a filing to the Pakistan Stock Exchange (PSX) on Wednesday.

“On 31 October 2023, Shell Petroleum Company Limited (SPCo) informed Shell Pakistan Limited that SPCo and Wafi Energy LLC (WAFI Energy) executed a Share Purchase Agreement (SPA) on 31 October 2023 for the sale of SPCo’s entire shareholding in the company (SHEL), comprising 165,700,304 shares and representing 77.42% of the issued share capital of the company,” read the notice.

Wafi Energy also confirmed that through an SPA it has successfully bought a majority stake in Shell Pakistan Limited from Shell Petroleum Company Limited [a subsidiary of Shell PLC].

“With this acquisition, we wish to assure SPL management, employees, customers, business partners, suppliers, communities, and all stakeholders that Wafi Energy will work hard to better position the company with stronger business plans for expanding its business with much more investments opportunities to strongly support growth,” the Saudi firm wrote on its website.

However, the successful completion of this transaction will be subject to the issuance of a public offer by WAFI Energy LLC to prospective investors, regulatory approvals, notably clearance from the Competition Commission of Pakistan (CCP), and the fulfillment of other necessary closing formalities.

On October 31, Arif Habib Limited as the manager of the offer on behalf of WAFI Energy LLC, submitted a public announcement of intention to acquire up to 77.42% of SHEL shares.

Shell Pakistan also informed investors through a stock filing that it received a firm intention from WAFI Energy LLC to acquire control of 165,700,304 (up to 77.42%) voting shares of the target company.

Previously on June 14, Shell Petroleum Company Limited (SPCo), one of the world’s preeminent oil and gas conglomerates, had declared its intention to relinquish its stake in Shell Pakistan, its subsidiary in the nation. At that time, Shell Pakistan said that the transition would not affect its business operations in the country, which would continue as usual.

Although the June announcement did not specify the exact shareholding to be divested, the annual report for the year ending December 31, 2022, indicated that Shell plc held a 77.42% stake in its Pakistan subsidiary, equivalent to slightly over 165.7 million shares.

In July, Pakistan Refinery Limited (PRL) and Air Link Communication issued separate notifications to the PSX, declaring their intention to acquire control of Shell Pakistan. The two companies had set their sights on jointly acquiring a staggering 77.42% – 165.7 million shares – through an agreement, and an additional 11.29% – which translates into 24.16 million shares – through a public offer.

Reports also emerged that Saudi Aramco was exploring a potential bid for Shell Plc’s Pakistan business. The Bloomberg reported that Shell’s divestment strategy aligns with Chief Executive Officer Wael Sawan’s efforts to enhance returns to shareholders and shed businesses that were not meeting profit expectations.

Recently, Prax Overseas Holdings Limited (Prax), a UK-based company, has also expressed its intention to acquire a controlling stake in Shell Pakistan Limited.


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