The Antimonopoly Committee of Ukraine (AMCU) on January 23, 2025 approved the acquisition by the state-owned PJSC Ukrnafta of a 51% stake in LLC Alliance Holding — the company operating 118 Shell-branded filling stations across Ukraine. This decision marks a ключ milestone toward completing a major transaction in the fuel market and expanding the national fuel business amid wartime conditions and economic transformation.
According to the AMCU decision, Ukrnafta is authorized to acquire a stake in the charter capital of Alliance Holding that provides more than 50% of voting rights in the company’s supreme governing body. This enables Ukrnafta to become the majority shareholder of the Shell network in Ukraine following completion of the formal closing procedures.
In November 2024, Ukrnafta, part of the Naftogaz Group, and international energy major Shell signed a preliminary agreement on the acquisition of a 51% stake in Alliance Holding, the operator of Shell’s retail network in Ukraine. Completion of the transaction required AMCU approval, which has now been granted.
Shell has operated in Ukraine since 2007 and ranks among the top ten fuel retail networks in terms of sales volumes and number of filling stations, many of which are located in high-traffic areas.
Analysts at Forbes Ukraine estimate the value of the 51% stake at $15–25 million. The transaction was supported by leading international advisors: Rothschild & Co acted as financial advisor, Sayenko Kharenko as legal counsel, and KPMG as auditor and due diligence provider.
Upon closing, Ukrnafta’s network will significantly expand — the number of filling stations is expected to increase by approximately 22% to around 665, compared to 410 stations operated by its nearest competitor OKKO. This will reinforce Ukrnafta’s position as the largest fuel retail network in Ukraine with broad nationwide coverage.
Previously, 49% of Alliance Holding was owned by Alliance Oil Ukraine, a subsidiary of sanctioned Russian businessman Eduard Khudainatov. In 2023–2024, the Ministry of Justice of Ukraine initiated legal proceedings to recover these assets to the state, which resulted in the transfer of the stake under the management of the State Property Fund of Ukraine.
The AMCU approval represents the final formal hurdle before completion of the transaction. Following closing, Ukrnafta will fully exercise its shareholder rights, and a gradual rebranding of the Shell filling stations under the Ukrnafta brand is planned, while maintaining existing B2B contracts and preserving more than 1,500 jobs.
The transaction is one of the most significant developments in Ukraine’s energy and fuel retail market in recent years, highlighting the growing role of state-owned companies in стратегic sectors of the economy.
