Result of Placing and Director Dealing

Roadside Real Estate PLC

16 October 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

16 October 2026

Roadside Real Estate plc

(“Roadside”, the “Company” or the “Group”)

Result of Placing, Director Dealing

and Changes to the Concert Party

Further to the announcement released earlier today in relation to the proposed placing of existing Ordinary Shares and intention to deal, Roadside Real Estate plc (AIM: ROAD), the UK energy forecourt real estate business, announces the successful completion of the Accelerated Bookbuild.

A total of 12,753,470 existing ordinary shares of £0.00860675675675676 each in the capital of the Company ("Ordinary Shares") have been sold by Davina Dickson, James Dickson and certain other shareholders in the Company at a price of 51.0 pence per Ordinary Share (the "Placing Price") pursuant to the Placing, to new and existing institutional investors.

The Placing Shares represented approximately 7.16 per cent. of the Company's issued share capital and had an aggregate value of approximately £6.5 million.

The Company has not received any proceeds from the Placing.

Director Dealing

The Company also confirms that Tarncourt Capital Ltd ("Tarncourt"), prior to the closure of the Accelerated Bookbuild, an entity controlled by Charles Dickson, Chief Executive Officer of the Company, acquired 5,500,000 Ordinary Shares from certain shareholders who are not members of the Concert Party (the "Tarncourt Purchase") at a price of 51.0 pence per Ordinary Share.

Following completion of the Tarncourt Purchase, Tarncourt is interested in 36,100,000 Ordinary Shares, representing approximately 20.25 per cent. of the Company's issued share capital. The aggregate interest of Charles Dickson is therefore 78,077,766 Ordinary Shares, representing approximately 43.81 per cent. of the Company's issued share capital.

Updates to the Concert Party

As a result of the Tarncourt Purchase, and subsequently, the Placing, the Concert Party now holds 89,196,884 Ordinary Shares, representing approximately 50.04 per cent. of the Company's issued share capital. Accordingly, the net effect of the Tarncourt Purchase and the Placing has been to reduce the Concert Party's aggregate shareholding in the Company from approximately 53.60 per cent. to approximately 50.04 per cent. of the Company's issued share capital. The Concert Party therefore continues to hold shares carrying more than 50 per cent. of the voting rights of the Company.

The members of the Concert Party continue to hold shares carrying more than 50 per cent. of the voting rights of the Company and, for so long as they continue to be acting in concert, no obligation to make an offer under Rule 9 of the City Code on Takeovers and Mergers will normally arise from acquisitions of interests in shares carrying voting rights by any member of the Concert Party.

Accordingly, following completion of the Tarncourt Purchase, and subsequently, the Placing, the resulting shareholdings of members of the Concert Party are as follows:

Concert Party Member	Number of Ordinary Shares	% of Issued Share Capital
Charles Dickson	41,977,766	23.55%
Tarncourt	36,100,000	20.25%
David Holdsworth	11,119,118	6.24%
Davina Dickson	-	0.00%
James Dickson	-	0.00%
Total Concert Party	89,196,884	50.04%

The relevant PDMR notification and TR-1 notification in connection with the transactions described above are set out below.

Enquiries Roadside Real Estate PLC Steve Carson, Chairman Charles Dickson, Chief Executive Officer Douglas Benzie, Chief Financial Officer c/o Montfort
Montfort Ann-marie Wilkinson Alex Everett	[phone] [phone]
Cavendish Capital Markets Limited (Nomad & Joint Corporate Broker) Matt Goode / Seamus Fricker / Elysia Bough (Corporate Finance) Matt Lewis / Harriet Ward (ECM)	[phone]
Shore Capital (Joint Corporate Broker) Ben Canning (Corporate Broking) Stephane Auton / James Thomas / Harry Davies-Ball (Corporate Advisory)	[phone]

The Company makes the following disclosures in accordance with article 19(3) of the Market Abuse Regulation:

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Tarncourt Capital Ltd
2	Reason for the notification
a)	Position/status	Part of the Tarncourt Group of companies which is owned and controlled by Charles Dickson
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Roadside Real Estate plc
b)	LEI	213800X57YXZVILB9E84
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of £0.00860675675675676 GB00BL6TZZ70
b)	Nature of the transaction	Purchase of shares
c)	Price(s) and volume(s)	Price(s) 51.0 pence Volume(s) 5,500,000
d)	Aggregated information -     Aggregated volume -     Price	5,500,000 51.0 pence
e)	Date of the transaction	16 October 2026
f)	Place of the transaction	London Stock Exchange

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:			Roadside Real Estate PLC
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name			Mrs Davina Dickson
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi:			16 October 2026
6. Date on which issuer notified (DD/MM/YYYY):			16 October 2026
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached	0.00%			0.00%	-
Position of previous notification (if applicable)	4.77%			4.77%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (DTR5.1)		Indirect  (DTR5.2.1)			Direct (DTR5.1)		Indirect (DTR5.2.1)
GB00BL6TZZ70		-					0.00%
SUBTOTAL 8. A
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash Settlement xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv				X
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Mrs Davina Dickson	0.00%		0.00%
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information xvi

Place of completion	London
Date of completion	16 October 2026

 

END