Petronas Unit Agrees Share Swap With Shell's Africa Operator

(Bloomberg) -- Petroliam Nasional Bhd’s South African unit, Engen, and Vivo Energy Holding BV agreed to a deal worth as much as 3.5 billion rand ($256 million) to combine some of their African fuel-retail assets, according to people familiar with the matter.

The deal represents about 20 percent of Engen’s equity value, said the people, who asked not to be identified. The talks have been concluded, they said.

Vivo Energy, which operates more than 1,800 gas stations across 15 African countries under the Royal Dutch Shell Plc brand, will exchange some of its shares for stock in Engen Holdings (Pty) Ltd., the companies said in an emailed statement on Monday. The transaction may involve a “cash element,” they said, without disclosing the value or terms of the deal.

Combining their operations will give Vivo Energy access to 300 Engen-branded outlets in countries including the Democratic Republic of Congo, Zimbabwe, Zambia, Gabon, Rwanda, Mozambique, Tanzania, Reunion, Malawi and Kenya, where it already has its own operations. Engen will retain sole control of its operations in South Africa, Botswana, Lesotho, Swaziland, Namibia, Ghana, Mauritius as well as an oil refinery in South Africa that has the capacity to process 120,000 barrels of oil a day.

Vivo Energy is jointly owned by Geneva-based Vitol SA and Africa-focused private-equity firm Helios Investment Partners.

Petronas, Malaysia’s national oil company, bought Engen in 1998 in a deal that valued the company at about $700 million before selling a stake to Phembani. If the deal with Vivo goes ahead, Phembani would also take a stake in the Dutch company, said the people. Vivo could then begin trading its shares on the London Stock Exchange in 2018.

With assistance from William Clowes. To contact the reporter on this story: Loni Prinsloo in Johannesburg at lprinsloo3@bloomberg.net. To contact the editors responsible for this story: Antony Sguazzin at asguazzin@bloomberg.net; Rebecca Penty at rpenty@bloomberg.net Vernon Wessels, John Bowker.