REG - Roadside Real Estate - £28.6 million acquisition of Hoch Group Limited

Roadside Real EstateAnnouncement

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RNS Number : 1565A  Roadside Real Estate PLC  13 April 2026

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.

 

13 April 2026

Roadside Real Estate PLC

("Roadside", the "Company" and the "Group")

£28.6 million acquisition of Hoch Group Limited

Roadside (AIM:ROAD), the UK energy forecourt real estate business, is
delighted to announce that it has entered into a conditional share purchase
agreement (the "SPA") for the acquisition of the entire issued share capital
of Hoch Group Limited, together with its subsidiaries ("Hoch") for a net
purchase price of £28.6 million (the "Acquisition").

The Hoch portfolio comprises of 12 premium-quality, operational petrol station
forecourts ("PFS") and a standalone convenience store, which are strategically
clustered predominantly in Cumbria, Northwest England. The Board believes that
the Hoch portfolio presents a compelling opportunity to unlock additional
value through development-led capital investment, supporting sustainable,
long-term cashflow generation.

The Acquisition, which represents the next step in Roadside's buy and build
strategy, will expand the Group's portfolio to 20 sites in aggregate and
further strengthen the Company's position in the UK energy forecourt market.
An enlarged portfolio offers opportunities for enhanced operational
optimisation and procurement efficiencies, while supporting broader
consolidation opportunities as the platform scales.

In order to fund the consideration payable under the SPA, the Company intends
to draw £25 million from a new debt facility which has been agreed in
principle with HSBC, with the debt facility agreement expected to be entered
into immediately prior to completion of the Acquisition ("Completion"). The
Company will also utilise the Company's existing debt facility with Tarncourt
to satisfy the remaining balance of the net consideration.

Acquisition Highlights

·    The Hoch portfolio comprises twelve trading sites, together with a
convenience store, strategically located in Northwest England, which based on
FY25 figures amount to approximately 41 million litres of fuel sales.

 

·    For the 12 months ended 31 March 2025, Hoch achieved total revenue of
£68.8 million, adjusted EBITDA 1  (#_ftn1) of approximately £2.7 million and
profit before tax of £1.8 million.

 

·    As at 31 March 2025 Hoch had gross assets of £13.7 million,
reflecting a high-quality, freehold site underpinned by long term value, with
an indicative valuation of £30.1 million provided by an independent valuer.

 

·    The Acquisition is expected to be immediately accretive to the
Company's underlying earnings in the current financial year ending 30
September 2026, and supports the Group's objective of building a resilient,
income-generative portfolio of assets.

 

·    Completion of the Acquisition is expected by the end of May 2026.

 

Charles Dickson, Chief Executive Officer commented:

"This transaction represents the next step of the Roadside journey to build a
scalable, energy forecourt and convenience retail business in the UK. Hoch
Group is a high-quality portfolio with unrealised potential and underscores
management's commitment to creating shareholder value through the
identification and delivery of operational and financial synergies derived
from a scaled portfolio."

 

Principal terms of the Acquisition and the SPA

The Company and the shareholders of Hoch (the "Sellers") have entered into the
SPA pursuant to which the Sellers will sell, and the Company will buy, the
entire issued share capital of Hoch. The final consideration payable by
Roadside will be calculated on a cash free debt free basis with an adjustment
for a normalised level of working capital to be assumed by the Company via a
completion accounts mechanism. It is estimated that the total cash
consideration payable by the Company will be approximately £33.1 million,
equating to a net purchase price of £28.6 million on a debt free cash free
basis.

Completion is subject to the satisfaction or waiver of conditions typical for
a transaction of this nature, including the receipt of certain third-party
change of control consents. Completion is expected to occur before the long
stop date for satisfaction of the conditions, which is 31 May 2026. The
Acquisition is not conditional on the approval of Roadside's shareholders.

The Sellers are providing an extensive suite of warranties to the Company in
relation to Hoch and its business, as well as certain indemnities in relation
to specific matters. The warranties and indemnities are subject to usual
limits in respect of the time for bringing claims and on liability. The
Sellers have also agreed to provisions governing conduct of Hoch's business
during the period between exchange and Completion as well as restrictive
covenants for a period of two years following Completion.

Funding

The Company intends to fund the Acquisition through a combination of (i) a new
£25.0 million revolving credit facility, with an additional £10.0 million
accordion facility from HSBC (the 'HSBC Facility'); and (ii) a drawdown under
the Company's existing debt facility with Tarncourt (the 'Tarncourt
Facility'), which will be used to fund the balance of the consideration.

The HSBC Facility is also intended to be used in part to refinance the Group's
existing £3.5 million Barclays facility, acquired as part of the Gardner
Retail acquisition in February 2026. Upon Completion, the Company's total
drawdown under the HSBC Facility is expected to be £25 million. The HSBC
Facility is expected to have an initial term of three years which can be
extended for a further two one-year periods if the Company so requests and
HSBC agrees to such request. The interest rate will be calculated on the basis
of a margin plus compounded SONIA, with the margin ranging from 1.5% per annum
to 2.6% per annum dependent on the Company's leverage ratio. The starting
margin is expected to be 2.6%.

Upon Completion, and including amounts already drawn down and accrued
interest, the Company's total drawdown under the Tarncourt Facility is
expected to increase by £7.1 million to £18 million. In anticipation of the
finalisation of the HSBC Facility, the Company and Tarncourt have agreed to
reduce the size of the Tarncourt Facility from £35 million to £25 million
and amend the terms of the facility such that the Tarncourt Facility can be
used to fund the consideration of acquisitions of any PFS acquisition. All
other terms attached to the Tarncourt Facility remain unchanged. The interest
rate attached to the Tarncourt Facility is fixed at Bank of England base rate
at the time of each drawdown plus 3% per annum and the facility has a maturity
date of 1 April 2028.

Alongside the changes to the Tarncourt Facility, the Company has amended the
secured loan notes to, amongst other things, remove subsidiaries as obligors
and guarantors of the Company's obligations and to remove some of the
restrictions on the Company.

As previously announced, a further £14 million of proceeds from the sale of
the company's stake in CGV is expected to be received in June 2026, which will
be used to reduce the Company's net debt.  This is in addition to the £14
million of proceeds expected in April 2026, which will fund the previously
announced acquisition of DA Roberts Fuels Ltd, and £20 million of proceeds
expected in September 2027.

Related Party Transaction

Tarncourt is a company ultimately controlled by Charles Dickson. Charles
Dickson is CEO of Roadside and a Director of the Company. Consequently, the
amendments to the terms of the working capital facility provided to the
Company by Tarncourt, being the reduction in the size of the facility and the
extension of the use of the facility is a related party transaction under Rule
13 of the AIM Rules for Companies. Tarncourt and Charles Dickson are also the
holders of £9 million principal amount of the secured loan notes and the
amendments to the loan notes referenced above also constitutes a related party
transaction under Rule 13 of the AIM Rules for Companies. The independent
Directors (being all directors of the Company other than Charles Dickson),
having consulted with the Company's nominated adviser, Cavendish Capital
Markets Limited, consider that the terms of these transactions are fair and
reasonable insofar as the Company's shareholders are concerned.

Outlook

This Acquisition represents a further significant step in the Company's
objective of building a premium petrol forecourt platform. The enlarged
portfolio reinforces the Group's operational scale, strengthens
cash-generative performance, and creates additional avenues for value
accretion.

The Board continues to assess high-quality, strategically aligned acquisition
opportunities, with its existing portfolio providing a robust foundation to
continue disciplined growth through targeted M&A whilst leveraging
favourable market dynamics.

The Company's largely freehold, income-generating portfolio, coupled with
meaningful operational and procurement efficiency opportunities, provides a
strong foundation to drive long-term shareholder value and support the
continued execution of its growth strategy.

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                                                      +44 (0)7730 623815

 Alex Everett                                                             +44 (0)7780 431533
 Cavendish Capital Markets Limited (Financial Adviser, Nomad & Joint
 Corporate Broker)

 Matt Goode / Seamus Fricker / Elysia Bough (Corporate Finance)

                                                                        +44 (0) 20 7220 0500
 Matt Lewis / Harriet Ward (ECM)
 Shore Capital (Joint Corporate Broker)

 Ben Canning (Corporate Broking)                                          +44 (0)20 7408 4050

 

 1  (#_ftnref1) Adjusted EBITDA stated prior to head office costs and after
adjustments for non-recurring central costs and run rate adjustments for
disposals and closures.

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