Proposed Placing of Existing Ordinary Shares

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”)

Proposed Placing of Existing Ordinary Shares

and Intention to Deal

Roadside Real Estate plc (AIM: ROAD), the UK energy forecourt real estate business, announces that, in accordance with the orderly market arrangements entered into by Davina Dickson and James Dickson, as announced by the Company on 13 August 2026, the Company has been notified that Davina Dickson, James Dickson and certain other shareholders (together, the "Selling Shareholders") intend to sell up to an aggregate of 12,753,470 existing ordinary shares of £0.00860675675675676 each in the capital of the Company (the "Ordinary Shares")(the “Placing Shares”)  at a price of 51.0 pence per Ordinary Share (the "Placing Price"), by way of a placing to institutional investors (the "Placing").

The Placing Shares represent approximately 7.16 per cent. of the Company's issued share capital and have an aggregate value of approximately £6.5 million at the Placing Price.

The Placing will be effected by way of an accelerated bookbuild (the "Accelerated Bookbuild"), which will be launched immediately following publication of this announcement and will be available to eligible institutional investors.

Cavendish Capital Markets Limited ("Cavendish") and Shore Capital Stockbrokers Limited ("Shore Capital" and, together with Cavendish, the "Joint Bookrunners") are acting as Joint Bookrunners in connection with the Placing.

The Company will not receive any proceeds from the sale of the Placing Shares.

Intention to deal

The Company has also been notified that Tarncourt Capital Ltd ("Tarncourt"), an entity controlled by Charles Dickson, Chief Executive Officer of the Company, intends to acquire 5,500,000 Ordinary Shares from certain shareholders who are not members of the Concert Party (the "Tarncourt Purchase").

The Tarncourt Purchase is not part of the Placing and is intended to be completed prior to closure of the Accelerated Bookbuild.

Updates to Concert Party

The Company announced on 14 August 2026 that the shareholder concert party comprised Charles Dickson, Tarncourt, Davina Dickson, James Dickson and David Holdsworth (the “Concert Party”), following the removal of certain members, as agreed with the Panel on Takeovers and Mergers (the “Panel Executive”).

As at the date of this announcement, the Concert Party is interested in 95,550,354 Ordinary Shares, representing approximately 53.60 per cent. of the Company's issued share capital. Assuming completion of the Tarncourt Purchase, which would occur prior to the closure of the Accelerated Bookbuild, and the sale of shares proposed to be sold pursuant to the Placing, the Concert Party will hold in aggregate 89,196,884 Ordinary Shares, representing approximately 50.04 per cent. of the Company's issued share capital. Accordingly, the net effect of the proposed Tarncourt Purchase and the Placing would be to reduce the Concert Party's aggregate shareholding from approximately 53.60 per cent. to approximately 50.04 per cent of the Company's issued share capital. The Concert Party would therefore continue to hold shares carrying more than 50 per cent. of the voting rights of the Company.

Following the Tarncourt Purchase, and subsequently, the Placing, the Concert Party would 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.

Accelerated Bookbuild

The Placing will be effected by way of an Accelerated Bookbuild, which will be launched immediately following the release of this Announcement, and will be available to eligible institutional investors.

Cavendish Capital Markets Limited ("Cavendish") and Shore Capital Stockbrokers Limited ("Shore Capital" and, together with Cavendish, the "Joint Bookrunners") are acting as Joint Bookrunners in connection with the Placing.

The timing for the close of the Accelerated Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of the Joint Bookrunners. The final number of Placing Shares sold pursuant to the Placing will be agreed by the Selling Shareholders and the Joint Bookrunners at the close of the Accelerated Bookbuild.

The result of the Placing will be announced as soon as practicable thereafter.

The Placing is not being underwritten.

The Company will make a further announcement following completion of the Tarncourt Purchase and the closing of the Accelerated Bookbuild.

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]

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION 2017/1129 ("PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND, ABSENT REGISTRATION, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFERING OF THE PLACING SHARES IN THE UNITED STATES OR ELSEWHERE.

THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE PLACING. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE RESPONSIBILITY OF AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE COMPANY, THE SELLING SHAREHOLDERS, CAVENDISH, SHORE CAPITAL OR ANY OF THEIR RESPECTIVE AFFILIATES.

NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF US, AUSTRALIAN, CANADIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE SELLING SHAREHOLDERS, CAVENDISH, SHORE CAPITAL OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE PLACING SHARES IN ANY JURISDICTION, OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES, IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, THE SELLING SHAREHOLDERS, CAVENDISH AND SHORE CAPITAL TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.

CAVENDISH, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY IN THE UNITED KINGDOM, IS ACTING ONLY FOR THE SELLING SHAREHOLDERS IN CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN SELLING SHAREHOLDERS FOR PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS OF CAVENDISH, NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND LIABILITIES (IF ANY) IMPOSED ON CAVENDISH BY FSMA, ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED. ANY OTHER PERSON IN RECEIPT OF THIS ANNOUNCEMENT SHOULD SEEK THEIR OWN INDEPENDENT LEGAL, INVESTMENT AND TAX ADVICE AS THEY SEE FIT.

SHORE CAPITAL, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, IS ACTING ONLY FOR SELLING SHAREHOLDERS IN CONNECTION WITH THE PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN SELLING SHAREHOLDERS FOR PROVIDING THE PROTECTIONS OFFERED TO THE CLIENTS OF SHORE CAPITAL, NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS REFERRED TO IN THIS ANNOUNCEMENT, AND APART FROM THE RESPONSIBILITIES AND LIABILITIES (IF ANY) IMPOSED ON SHORE CAPITAL BY FSMA, ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED. ANY OTHER PERSON IN RECEIPT OF THIS ANNOUNCEMENT SHOULD SEEK THEIR OWN INDEPENDENT LEGAL, INVESTMENT AND TAX ADVICE AS THEY SEE FIT.

 REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME, UNLESS OTHERWISE STATED. ALL TIMES AND DATES IN THIS ANNOUNCEMENT MAY BE SUBJECT TO AMENDMENT.

CERTAIN STATEMENTS IN THIS ANNOUNCEMENT ARE FORWARD-LOOKING STATEMENTS. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT COULD CAUSE ACTUAL RESULTS OR EVENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE RISKS, UNCERTAINTIES AND ASSUMPTIONS COULD ADVERSELY AFFECT THE OUTCOME AND FINANCIAL CONSEQUENCES OF THE PLANS AND EVENTS DESCRIBED HEREIN. NO ONE UNDERTAKES ANY OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. READERS SHOULD NOT PLACE ANY UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS WHICH SPEAK ONLY AS OF THE DATE OF THIS ANNOUNCEMENT. STATEMENTS CONTAINED IN THIS ANNOUNCEMENT REGARDING PAST TRENDS OR EVENTS SHOULD NOT BE TAKEN AS REPRESENTATION THAT SUCH TRENDS OR EVENTS WILL CONTINUE IN THE FUTURE.

NEITHER THE CONTENT OF THE COMPANY'S WEBSITE NOR ANY WEBSITE ACCESSIBLE BY HYPERLINKS ON THE COMPANY'S WEBSITE IS INCORPORATED IN, OR FORMS PART OF, THIS ANNOUNCEMENT.

 

END