REG - Roadside Real Estate - Disposal

Roadside Real EstateAnnouncement

12/09/2025 07:00

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RNS Number : 0233Z  Roadside Real Estate PLC  12 September 2025

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the company's obligations under Article 17 of
MAR.

 

12 September 2025

 

ROADSIDE REAL ESTATE PLC

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

 

Proposed disposal of the Company's Commercial Property Business

Related Party Transactions

and Notice of GM

Roadside (AIM:ROAD) announces the proposed disposal of 100% of the Company's
Commercial Property business to Tarncourt Properties Limited (the "Disposal")
for an agreed price of approximately £12 million, resulting in net
consideration receivable of £4.7 million, after reflecting certain
third-party borrowings and net working capital adjustments relating to the
business.

Overview of the Disposal:

The Disposal is being effected through the sale by the Company of the entire
issued share capital of the subsidiaries owning the properties comprising the
Group's Commercial Property business.

The £12 million gross value attributable to the property assets being
disposed of represents a premium to their market value based on independent
valuations of the Wellingborough and Maldon properties and the Company's
assessment of the value of the Swindon and Spalding assets.

The valuation will be reduced by the aggregate outstanding debt due from the
CP Subsidiaries to third parties of £7.3 million, thus removing the Group's
obligation to service the cost of the debt.

The aggregate net proceeds of £4.7 million receivable by the Company will be
set off against the outstanding amount due to Tarncourt under the Tarncourt
Facility.  Following completion of the Disposal, it is expected that the
Tarncourt Facility balance will be £5.0 million with £7.0 million remaining
available to draw.  In addition to the Tarncourt Facility, Tarncourt and
Charles Dickson together hold all of the £9 million principal amount of
secured loan notes issued by Roadside, plus accrued interest, which will
remain a debt of the Company following completion of the Disposal.

The Disposal will allow Roadside to concentrate on its roadside real estate
business, and strategic focus of building and scaling a high-quality portfolio
of modern operational roadside retail assets, including petrol filling
stations and modern EV charging infrastructure. The Disposal will simplify
Roadside's business, strengthen its balance sheet and bring further
opportunity in the active management of operational real estate in the
roadside sector.

Concurrently with the Disposal, and as intimated in the Company's interim
results to 31 March 2025, Roadside also intends to extend the term of
Tarncourt Facility to 1 April 2028 and also increase the size of the Tarncourt
Facility to £12.0 million. All other terms attached to the Tarncourt Facility
are to remain unchanged.

Tarncourt is a company ultimately controlled by Charles Dickson and the
Dickson family. Charles Dickson is Chief Executive Officer and a Director of
Roadside. Consequently, the amendment to the terms of the Tarncourt Facility
and the Disposal are both related party transactions pursuant to Rule 13 of
the AIM Rules (the "Related Party Transactions"). The independent Directors,
(being Steve Carson, Doug Benzie, Matthew Wood and Jonathan Warburton)
consider, having consulted with the Company's nominated adviser, Cavendish
Capital Markets Limited, that the terms of the Related Party Transactions are
fair and reasonable insofar as the Company's shareholders are concerned.

Commenting, Chairman Steve Carson said:

"This is an important step in streamlining the Group in line with its
strategic focus.

We believe the roadside retail assets have the potential to generate
significant returns for Shareholders and Roadside continues to seek, and is
currently evaluating, a number of opportunities to acquire further roadside
retail assets to meet evolving consumer demands.

The Directors believe that the Disposal is in the best interests of
shareholders and will promote the success of the Company for the benefit of
its shareholders as a whole."

Notice of General Meeting

In view of the size of the Commercial Property Business relative to the
Company, the Disposal will result in a fundamental change in the business of
the Company for the purpose of Rule 15 of the AIM Rules.

As the value of this transaction is in excess of £100,000, and given Charles
Dickson's beneficial interest in Tarncourt, the Disposal also constitutes a
substantial property transaction under sections 190 and 191 of the Act.

Accordingly, the Disposal is subject, amongst other things, to shareholder
approval at a General Meeting of the Company to be held on 29 September 2025
at 10:00 am. Notice of the General Meeting and further information regarding
voting and attendance is provided within a circular to shareholders to be
published later today (the "Circular").

Further information regarding the Disposal can be found below and in the
Circular, which will be made available on the Company's website at
https://www.roadsideplc.com/investors/reports-presentations-and-publications
(https://www.roadsideplc.com/investors/reports-presentations-and-publications)
.

Unless otherwise defined, capitalised terms used in this announcement have
the meaning given to them in the appendix at the end of this announcement.

Enquiries:

For further information, please contact:

 

 Roadside Real Estate Plc
 Steve Carson, Non-Executive Chairman
 Charles Dickson, Chief Executive Officer
 Douglas Benzie, Chief Financial Officer

 Montfort
 Ann-marie Wilkinson                                             Tel: +44 (0)77 3062 3815

 Isabella Leathley                                               Tel: +44 (0)74 7168 7266

 Cavendish Capital Markets Limited (Nomad and Broker)
 Matt Goode / Seamus Fricker / Elysia Bough (Corporate Finance)  Tel: +44 (0)20 7220 0500

 Tim Redfern (ECM)

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Dispatch of the Circular                             12 September 2025
 Latest time and date for receipt of proxies          10:00 a.m. on 25 September 2025
 General Meeting                                      10:00 a.m. on 29 September 2025
 Completion of the Maldon SPA and Wellingborough SPA  within two business days of the General Meeting
 Completion of the Roadside REIT SPA                  on or around 24 October 2025

 

 

Introduction

The Company is pleased to announce that it has entered into agreements with
Tarncourt Properties Limited in relation to the sale of the Company's
Commercial Property Business. The Disposal is being effected through the sale
by the Company of the entire issued share capital of each of the CP
Subsidiaries to Tarncourt. The price agreed by the Company and Tarncourt for
the property assets held by the CP Subsidiaries is £12 million, resulting in
net consideration receivable by the Company of approximately £4.7 million
after reflecting the liabilities and net working capital positions of the CP
Subsidiaries (the "Consideration").

In view of the size of the Commercial Property Business relative to the
Company, the Disposal will result in a fundamental change in the business of
the Company for the purpose of Rule 15 of the AIM Rules. The Disposal is
therefore conditional upon the approval of the Shareholders, amongst other
matters.

As the value of this transaction is in excess of £100,000, and given Charles
Dickson's beneficial interest in Tarncourt, the Disposal also constitutes a
substantial property transaction under sections 190 and 191 of the Act. As a
result, the approval of Shareholders pursuant to section 190 of the Act is
also being sought.

Accordingly, Shareholder approval to the entry into and performance of the
Share Purchase Agreements is being sought at a General Meeting of the Company
to be held at 115b Innovation Drive, Milton, Abingdon, England, OX14 4RZ on 29
September 2025 at 10:00 a.m. The formal notice convening the General Meeting
is set out at the end of the Circular, which is being despatched to
Shareholders today. The actions that you should take to vote on the
Resolutions and the recommendation of the Board are set out in below and in
the Circular.

Concurrently with the Disposal, and as intimated in the Company's interim
results to 31 March 2025, Roadside also intends to extend the term of the debt
facility provided by Tarncourt (the "Tarncourt Facility") to 1 April 2028 and
also increase the size of the Tarncourt Facility to £12.0 million. All other
terms attached to the Tarncourt Facility are to remain unchanged.

Background to and reasons for the Disposal

The Company's clearly defined strategic focus is to acquire and operate
roadside retail assets. The first asset was acquired in July 2025, with the
purchase of the former Sainsbury's Petrol Filling Station ("PFS") in Coventry.
Roadside is in the process of re-instating the PFS and enhancing the
convenience retail offer, as well as adding EV charging and ancillary services
to the location.

The Directors believe roadside retail assets have the potential to generate
significant returns for Shareholders and Roadside continues to seek, and is
currently evaluating, a number of opportunities to acquire further roadside
retail assets to meet evolving consumer demands. In line with this strategic
focus, Roadside is proposing to dispose of the CP Subsidiaries, which contain
the Group's wholly-owned investment property business (assuming completion of
the Spalding Acquisition following the exercise of the option to acquire the
land by the Company), comprising two completed developments in Wellingborough
and Maldon, undeveloped land in Swindon and an option to acquire land for
development in Spalding.

The properties to be disposed of via the sale of the CP Subsidiaries are:

 

 Property        Description                                                           Rental income  Gross valuation
 Maldon          4 units with EV spaces, 14,200 sq ft                                  £286k          £5.0m
 Wellingborough  5 units with EV spaces, 12,700 sq ft                                  £223k          £4.1m
 Spalding        Development property over which the Company has an option to acquire  -              £0.08m
 Swindon         Development property                                                  -              £2.1m

In addition to the wish to streamline the Group in line with Roadside's
strategic focus, the Directors consider that it is appropriate to dispose of
the CP Subsidiaries for the following reasons:

·     the Directors believe that the potential returns from roadside
retail assets will exceed the return available from the CP Subsidiaries and
further focuses the Group's roadside strategy;

·     the sale of the CP Subsidiaries materially lowers the Group's
leverage and cuts annual cash interest costs by more than the total annual
rental income generated by the CP Subsidiaries; and

·     the development of each of the sites at Swindon and Spalding would
require additional capital, contrasting with the Board's focus on developing
its roadside retail asset portfolio.

The Directors therefore believe the Disposal will enable the Company to focus
on its strategy to build a large-scale portfolio of operational roadside real
estate assets.

The value attributable to the property assets being disposed of is £12
million, which represents a premium to their market value based on independent
valuations of the properties at Wellingborough and Maldon (which represent a
substantial majority of the properties subject to the Disposal), and
Roadside's own assessment of the value of the undeveloped land in Swindon and
the option to acquire land for development in Spalding. The Disposal will
therefore generate a profit for the Group, as the Consideration payable
represents a premium to the net asset value of the subsidiaries being sold.

Summary terms of the Disposal

Consideration

The valuation being paid for the property assets of £12.0 million will be
reduced by the aggregate outstanding amounts due from the respective CP
Subsidiaries to Together Commercial Finance Limited and other outstanding net
liabilities of the CP Subsidiaries on the date of Completion, being
approximately £7.3 million in total. The agreed value of the property assets
excludes the cost of the Spalding Acquisition, which is expected to be
advanced by way of a loan from Tarncourt to Roadside REIT prior to Completion.
This will not affect the net asset position of Roadside REIT, nor the net
Consideration due from Tarncourt.

The net Consideration due under the each of the Share Purchase Agreements on
Completion, of approximately £4.7 million, will be set off against the
outstanding amount that is due by the Company to Tarncourt under the Tarncourt
Facility. Following Completion, it is expected that the Tarncourt Facility
balance will be £5.0 million with £7.0m available to draw.

Other provisions of the Share Purchase Agreements

Under the Maldon SPA and the Wellingborough SPA, the conditions to Completion
are: the passing of the Resolutions; and (ii) the capitalisation of
intra-group debt. The Maldon SPA and Wellingborough SPA are also
inter-conditional on one another.

Under the Roadside REIT SPA, the conditions to completion are: (i) the passing
of the Resolutions; (ii) the capitalisation of intra-group debt; (iii) the
completion of the Maldon SPA and the Wellingborough SPA; and (iv) completion
of the Spalding Acquisition and novation of leases relating to Spalding.  The
Spalding Acquisition is subject to the expiry of the judicial review period to
ensure the property has satisfactory planning permission, which is expected to
be expire in October 2025.

The warranties given by the Company under the Share Purchase Agreements are
limited to matters such as title to the shares in the relevant CP Subsidiary
and capacity to enter into and perform the relevant agreement.

Use of proceeds

As set out above, the aggregate proceeds from the Disposal will be used to pay
down amounts owed to Tarncourt under the Tarncourt Facility and therefore,
whilst the Disposal will result in an accounting profit for Roadside, no cash
proceeds will be received by the Company.

Strategy of the Continuing Roadside Group following the Disposal

The Disposal will allow the Continuing Roadside Group to focus on its roadside
real estate business, and strategic focus of building and scaling a
high-quality portfolio of modern operational roadside retail assets, including
petrol filling stations as well as modern EV charging infrastructure. The
Disposal will simplify the Continuing Roadside Group's business, strengthen
its balance sheet and will bring further opportunity in the active management
of operational real estate in the roadside sector.

Related Party Transactions

Tarncourt is a company ultimately controlled by Charles Dickson and the
Dickson family. Charles Dickson is Chief Executive Officer and a Director of
Roadside. Consequently, the amendment to the terms of the Tarncourt Facility
and the Disposal are both related party transactions pursuant to Rule 13 of
the AIM Rules (the "Related Party Transactions"). The independent Directors,
(being Steve Carson, Doug Benzie, Matthew Wood and Jonathan Warburton)
consider, having consulted with the Company's nominated adviser, Cavendish
Capital Markets Limited, that the terms of the Related Party Transactions are
fair and reasonable insofar as the Company's shareholders are concerned.

General Meeting

The Disposal is conditional, amongst other things, upon Shareholder approval
being obtained at the General Meeting. Accordingly, a General Meeting is being
held at 115b Innovation Drive, Milton, Abingdon, England, OX14 4RZ on 29
September 2025 at 10:00 a.m. at which the Resolutions will be proposed.

The Resolutions will be proposed as ordinary resolutions. For an ordinary
resolution to be passed, more than half of the votes cast must be in favour of
the resolution.

Action to be taken in respect of the General Meeting

You can vote in respect of your shareholding by attending the General Meeting
or by appointing one or more proxies to attend the General Meeting and vote on
your behalf.

Proxies may be appointed:

·               by visiting www.shareregistrars.uk.com, clicking on
the "Proxy Vote" button and then following the on-screen instructions;

·               by post or by hand to Share Registrars
Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using
the proxy form accompanying the Circular; and/or

·               in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the procedures set out
in the Circular.

In order for a proxy appointment to be valid, the proxy must be received by
Share Registrars Limited by 10:00 a.m. on 25 September 2025.

The attention of Shareholders is drawn to the voting intentions of the
Directors set out below.

Recommendation and irrevocable undertakings

The Directors believe that the Disposal will promote the success of the
Company for the benefit of its shareholders as a whole. Accordingly, they
unanimously recommend that you vote in favour of the Resolutions to be
proposed at the General Meeting, as they intend to do in respect of their own
beneficial holdings.

Certain Shareholders have irrevocably undertaken to vote or procure to vote in
favour of the Resolutions to be proposed at the General Meeting in respect of
42,792,766 Ordinary Shares, in aggregate, representing approximately 29.8 per
cent. of the issued ordinary share capital of the Company.

Shareholders are reminded that the Disposal is conditional on the passing of
the Resolutions to be proposed at the General Meeting. Should the Resolutions
not be passed, the Disposal will not proceed.

 

 

 

 

DEFINITIONS

The following definitions apply throughout this document, unless the context
otherwise requires:

 "Act"                           the Companies Act 2006, as amended
 "AIM"                           the market of that name operated by London Stock Exchange plc
 "AIM Rules"                     the AIM Rules for Companies published by London Stock Exchange plc from time
                                 to time
 "Board" or "Directors"          the directors of the Company as at the date of this announcement
 "Commercial Property Business"  the Group's commercial property business, which is carried on by the CP
                                 Subsidiaries
 "Company" and "Roadside"        Roadside Real Estate plc (incorporated and registered in England and Wales
                                 with registered number 07139678) whose registered office address is 115b
                                 Innovation Drive, Milton, Abingdon, England, OX14 4RZ
 "Completion"                    completion of the respective Share Purchase Agreements
 "Continuing Roadside Group"     Roadside and its subsidiaries and subsidiary undertakings following the
                                 Disposal
 "CP Subsidiaries"               Roadside Real Estate (Maldon) Ltd (company number 07795768), Roadside Real
                                 Estate (Wellingborough) Ltd (company number 08396002) and Roadside REIT
                                 Limited (company number 14618099)
 "Disposal"                      the proposed disposal by the Company of the Commercial Property Business
                                 through the sale of the CP Subsidiaries pursuant to the Share Purchase
                                 Agreements
 "EV"                            electric vehicle
 "General Meeting"               the general meeting of the Company to be held at 115b Innovation Drive,
                                 Milton, Abingdon, England, OX14 4RZ on 29 September 2025 at 10:00 a.m.
 "Group"                         the Company and its subsidiary undertakings
 "Maldon SPA"                    the conditional share purchase agreement relating to the sale by the Company
                                 of the entire issued share capital of Roadside Real Estate (Maldon) Ltd to
                                 Tarncourt
 "Ordinary Shares"               the ordinary shares of £0.00860675675675676 each in the capital of the
                                 Company
 "Roadside REIT SPA"             the conditional share purchase agreement relating to the sale by the Company
                                 of the entire issued share capital of Roadside REIT Limited to Tarncourt
 "Resolutions"                   the resolutions to approve the Disposal to be proposed at the General Meeting
 "Share Purchase Agreements"     the Maldon SPA, the Wellingborough SPA and the Roadside REIT SPA
 "Shareholders"                  holders of Ordinary Shares
 "Spalding Acquisition"          the acquisition by Roadside REIT Limited of the pre-development 4,740 sq. ft.
                                 mixed use commercial scheme fronting the A16 in Spalding, Lancashire pursuant
                                 to the exercise of the Company's option to acquire the property
 "Tarncourt"                     Tarncourt Properties Limited (incorporated and registered in England and Wales
                                 with registered number 01542450) whose registered office address is Richard
                                 House, Winckley Square, Preston, Lancashire, PR1 3HP
 "Tarncourt Facility"            the debt facility provided by Tarncourt to the Company pursuant to an
                                 agreement originally dated 18 December 2019, as subsequently novated and
                                 amended and restated
 "Wellingborough SPA"            the conditional share purchase agreement relating to the sale by the Company
                                 of the entire issued share capital of Roadside Real Estate (Wellingborough)
                                 Ltd to Tarncourt

 

 

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