REG - Roadside Real Estate - Issue of Equity
17/02/2026 17:00
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RNS Number : 3918T Roadside Real Estate PLC 17 February 2026
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PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE
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17 February 2026
Roadside Real Estate PLC
("Roadside", the "Company" or the "Group")
Proposed Placing and Subscription to raise approximately £20 million to fund
acquisition of Gardner Retail Ltd
and
Proposed Acquisition of D.A. Roberts Fuels Limited
Roadside (AIM: ROAD) announces its intention to raise approximately £20
million, before expenses, through a placing (the "Placing") of new ordinary
shares ("Placing Shares") of £0.00860675675675676 each in the capital of the
Company ("Ordinary Shares") and direct subscription (the "Subscription") by
the Chief Executive Officer of the Company and a related party of new Ordinary
Shares ("Subscription Shares"), at an issue price of 60.0 pence per share (the
"Issue Price") (together, the "Fundraising").
The Group proposes to use the net proceeds of the Fundraising to acquire the
entire share capital of Gardner Retail Ltd, together with its subsidiaries
("Gardner Retail"), pursuant to the binding share purchase agreement entered
into by the Company (the "Gardner Retail SPA"), as previously announced on 24
December 2025 (the "Gardner Retail Acquisition"). The principal terms of the
Gardner Retail Acquisition remain unchanged from those previously announced
with the balance of the estimated net consideration of £17.8 million due to
the vendors of Gardner Retail on completion, alongside the assumption of £3.2
million in debt facilities.
The acquisition of Gardner Retail marks an important first step to Roadside
building a scaled portfolio of energy forecourt and convenience retail assets.
Fundraising & Acquisition Highlights
· Roadside is seeking to raise gross proceeds of approximately £20
million through the Fundraising, at an Issue Price of 60.0 pence per share.
· The Issue Price of 60.0 pence represents a discount of
approximately 14.3 per cent. to the mid-market closing price of 70.0 pence on
16 February 2026, being the last practicable date prior to the publication of
this Announcement.
· The Fundraising will be supported by new and existing institutional
investors.
· Charles Dickson, Chief Executive Officer and Tarncourt Capital
Limited intend to participate in the Fundraising in the amount of
approximately £5 million.
· Admission to trading on AIM of the Placing Shares and the
Subscription Shares (the "New Ordinary Shares") is expected to take place on
or around 23 February 2026.
· The net proceeds of the Fundraising will be used to finance the
Gardner Retail Acquisition with the balance being used for working capital.
· The Gardner Retail 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 energy forecourt assets.
· The Gardner Retail portfolio comprises six highly sought-after
premium-quality petrol station forecourts in Southwest England, which based on
FY25 figures amount to approximately 22 million litres of fuel sales.
· For the 12 months ended 31 July 2025, Gardner Retail achieved total
revenue of £33.9 million, adjusted EBITDA( 1 ) of approximately £2.1 million
and profit before tax of £0.6 million.
· As at 31 July 2025, Gardner Retail had gross assets of £12.2
million, reflecting high-quality, freehold sites underpinned by long term
value, with an indicative valuation of £21 million provided by an
independent valuer.
Proposed Acquisition of D.A. Roberts Fuels Limited
Separately, the Company is pleased to announce it has entered into a binding
agreement (the "DAR Share Purchase Agreement") for the acquisition of the
entire issued share capital of D.A. Roberts Fuels Limited ("DAR") for a gross
consideration of £13.6 million (net consideration of £11.9 million adjusting
for cash and cash-like items acquired on completion) (the "DAR
Acquisition").
DAR comprises a single petrol filling station ("PFS") together with an
associated on-site bulk fuel distribution operation, located in Whitchurch,
Shropshire. The PFS is a strategically important location and, based on FY25
figures, the site recorded total fuel sales of approximately 98.3 million
litres, with PFS fuel sales amounting to approximately four times the average
volume of a typical UK forecourt. The significant fuel volumes attached to DAR
provide an important stepping stone to improved commercial leverage associated
with the negotiation of larger fuel contracts with suppliers.
The Board recognises significant opportunities to unlock further value through
targeted investment in the site to generate long-term cash flows. Furthermore,
the DAR Acquisition further strengthens the Company's growing presence in the
petrol forecourt sector, continuing to provide a scalable platform from which
to pursue further consolidation opportunities.
In order to fund the consideration payable under the DAR Share Purchase
Agreement, the Company intends to utilise both existing cash resources and
monies received from the intended exercise of the put option with CGV Ventures
1 Ltd in March 2026 in relation to the Company's shareholding in Cambridge
Sleep Sciences Ltd ("CSS"), which is expected to be £14 million. Completion
of the DAR Acquisition is anticipated by the end of March 2026.
A summary of the principal terms of the DAR Acquisition and the DAR Share
Purchase Agreement is set out below:
· Acquisition of a single PFS together with the on-site bulk fuel
distribution division, strategically located in Shropshire, which based on
FY25 figures amount to approximately 98.3 million litres of fuel sales.
· The gross consideration for the acquisition is £13.6 million (net
consideration of £11.9m adjusting for cash and cash-like items acquired on
completion), which will be settled in full, in cash on completion.
· For the 12 months ended 31 March 2025, DAR achieved total revenue
of £80.2 million, adjusted EBITDA of approximately £2.2 million and profit
before tax of £1.8 million.
As at 31 March 2025, DAR had gross assets of £16.9 million, reflecting a
high-quality, freehold site underpinned by long term value, with an indicative
valuation of £16 million provided by an independent valuer.
· DAR 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 energy forecourt assets.
· Acquisition to be funded from the Company's existing cash resources
and monies to be received through the exercise of the put option with CGV
Ventures 1 Ltd in relation to the Company's shareholding in CSS, which the
Company intends to exercise in March 2026.
· Completion of the acquisition of DAR is expected to occur by the end
of March 2026.
( 1
(https://www.investegate.co.uk/announcement/rns/roadside-real-estate--road/acquisition/9316801#_ftnref1)
) Adjusted EBITDA stated prior to head office costs that will be discontinued
post-completion, adjustments for non-recurring central costs and run rate
adjustments for disposals and closures.
Charles Dickson, Chief Executive Officer, commented:
"The Gardner acquisition marked the first significant milestone in our UK
energy forecourt roll up strategy and is swiftly followed by the DA Roberts
transaction, giving us another strategic petrol filling station asset with
strong revenue, as well as a bulk fuel distribution business.
"Through the fund raising, we look forward to welcoming new shareholders and
are grateful for the continued support of our existing shareholders in
participating in this exciting growth story in the energy forecourt sector in
the UK."
Accelerated Bookbuild
The Placing will be effected by way of an accelerated bookbuild which will be
launched immediately following the release of this Announcement, in accordance
with the terms and conditions set out in the Appendix to this Announcement,
and will be available to new and existing eligible institutional investors.
Cavendish Capital Markets Limited is acting as nominated adviser, sole broker
and sole bookrunner in connection with the Fundraising, including the Placing.
A placing agreement has been entered into today between the Company and
Cavendish in connection with the Placing. Further details on the Placing,
which is subject to the terms and conditions set out in the Appendix to this
Announcement, are set out below.
Whilst the Company has already conducted a focused marketing exercise amongst
certain Shareholders and other investors, and the Company is pleased with the
level of indicative support received to date, there can be no certainty at
this time that the Placing will be successful.
The timing for the close of the Accelerated Bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of Cavendish, in
consultation with the Company. The final number of Placing Shares to be issued
pursuant to the Placing will be agreed by Cavendish and the Company 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 Placing will be conducted by way of an accelerated bookbuild (the
"Accelerated Bookbuild"), which will be launched immediately following this
announcement, in accordance with the terms and conditions set out in the
appendix to this announcement (the appendix forms part of this announcement,
such announcement and its appendix together being this "Announcement").
The timing for the close of the Accelerated Bookbuild and allocation of the
Placing Shares shall be at the absolute discretion of Cavendish, in
consultation with the Company. The final number of Placing Shares to be issued
pursuant to the Placing will be agreed by Cavendish and the Company 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.
Further information on the Fundraising, including the expected timetable of
principal events, is set out below. This announcement should be read in its
entirety.
Enquiries:
Roadside Real Estate Plc (c/o Montfort)
Steve Carson, Non-Executive Chairman
Charles Dickson, Chief Executive Officer
Douglas Benzie, Chief Financial Officer
Cavendish Capital Markets Limited (Nomad and Sole Broker)
Matt Goode / Seamus Fricker / Elysia Bough (Corporate Finance) Tel: +44 (0)20 7220 0500
Matt Lewis / Harriet Ward (ECM)
Montfort
Ann-marie Wilkinson Tel: +44 (0)77 3062 3815
Isabella Leathley Tel: +44 (0)74 7168 7266
Important notices
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor Cavendish nor any of their respective associates, directors, officers or
advisers shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
Cavendish, which is authorised and regulated in the United Kingdom by the FCA,
is acting as broker and bookrunner exclusively for the Company and no one else
in connection with the contents of this Announcement and the Placing and will
not regard any other person (whether or not a recipient of this Announcement)
as its client in relation to the Placing or the contents of this Announcement
nor will it be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Cavendish by the Financial
Services and Markets Act 2000 (as amended) (the "FSMA") or the regulatory
regime established thereunder, Cavendish accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, for the contents
of this Announcement including its accuracy, completeness or verification or
for any other statement made or purported to be made by it, or on behalf of
it, the Company or any other person, in connection with the Company and the
contents of this Announcement, whether as to the past or the future. Cavendish
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.
The New Ordinary Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, pledged,
taken up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States absent registration 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 in
compliance with any applicable securities laws of any state or other
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approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
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upon or endorsed the merits of the offering of the New Ordinary Shares.
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of South Africa or to, or for the account or benefit of, any national,
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Republic of South Africa.
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securities commission of any province or territory of Canada; no prospectus
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Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares; and the New Ordinary Shares have not
been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia,
Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into
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jurisdiction outside the United Kingdom or to, or for the account or benefit
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South Africa or to any investor located or resident in Canada.
No public offering of the New Ordinary Shares is being made in the United
States, United Kingdom or elsewhere. All offers of the New Ordinary Shares
will be made pursuant to an exemption under Part 1 of Schedule 1 of the Public
Offers and Admissions to Trading Regulations 2024 (the "POATR") which does not
result in any requirement for the publication of a prospectus or contravene
regulation 12 of POATR. This Announcement is being distributed to persons in
the United Kingdom only in circumstances in which section 21(1) of the FSMA,
as amended does not apply.
No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the POATR) to be published. This Announcement and the terms and conditions set
out herein are for information purposes only and are directed only at persons
who are: (a) persons in member states ("Member States") of the European
Economic Area ("EEA") who are qualified investors as defined in article 2(e)
of Prospectus Regulation (EU) 2017/1129; and (b) in the United Kingdom,
qualified investors as defined in paragraph 15 of Schedule 1 to the POATR who
are persons who (i) have professional experience in matters relating to
investments falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 ("Financial
Promotion") Order 2005, as amended (the "Order"); (ii) are persons falling
within article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom it may
otherwise be lawfully communicated; (all such persons together being referred
to as "Relevant Persons").
This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with Relevant Persons.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements of the Company to be materially different from
such forward-looking statements.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested.
Recipients of this Announcement should exercise caution in relation to the
Placing if they are in any doubt as to the contents of this Announcement and
seek independent professional advice. The price of shares and any income
expected from them may go down as well as up and investors may not get back
the full amount invested upon disposal of the shares. Past performance is no
guide to future performance, and persons needing advice should consult an
independent financial adviser.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Cavendish or by any of their respective directors, employees, affiliates or
agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
The contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor should
consult with his or her or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than the AIM market operated
by London Stock Exchange plc ("AIM")
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.
APPENDIX I - ADDITIONAL INFORMATION
Background to and reasons for the Fundraising, the Gardner Retail Acquisition
and the DAR Acquisition, together the ("Acquisitions").
Strategic priorities
Following a series of disposals, including the partial sale of the Company's
investment in Cambridge Sleep Sciences ("CSS"), the disposal of the Group's
commercial property business and the grant of a put option for a third party
to acquire the Company's remaining interest in CSS, Roadside has repositioned
its strategy to building a scalable, energy forecourt and convenience retail
business.
The Company has focused on developing a strong acquisition pipeline of
forecourt opportunities, predominantly PFS. The acquisition of the Coventry
site during the prior year marked the start of Roadside's energy forecourt
roll-up. This was further supported by exchange of contracts to acquire
Gardner Retail in December 2025 which, on completion, will provide a scalable
foundation for future growth in multi-fuel roadside destinations with retail
infrastructure, and also the exchange of contracts to acquire DAR a single
site which provides significant scale to Roadside's fuel volumes and operates
as a high traffic site, again with significant development potential.
Energy forecourt market and opportunity
The UK energy forecourt market, worth £23.2 billion in 2023/24 and comprising
67% independent operators, is highly fragmented, with approximately 2,263
businesses operating over 8,000 energy forecourts which are predominantly PFS
(including supermarkets).
The Board believes that, given the majority of these sites are owned by
independent operators, and that no single operator outside the top 30 (by
number of sites) holds more than 10 sites, this represents an extremely
attractive consolidation opportunity with significant value to be obtained
from a disciplined approach to M&A and careful phasing of capital
expenditure to develop underinvested sites. Moreover, there has been a
change in in the proportion of market share held by independents due
supermarket operators shifting away from using fuel as a loss leader,
increasing the attractiveness of independently owned petrol forecourts as an
asset class.
Rationale for the Acquisitions
The Directors believe that the Acquisitions represent an important step in
executing the Company's strategy to build a high-quality, scalable portfolio
of premium energy forecourt assets. The Acquisitions are expected to enhance
the Company's scale, strengthen its earnings profile, and deliver immediate
accretive impact, together, adding over 120 million litres of fuel sales
equating to approximately £114.0 million of combined annual revenue and
£4.3m annual EBITDA to the Group. The assets, which are largely freehold and
cash-flow generative, benefit from high free-cash flow conversion,
underpinning a resilient valuation and provide a platform for raising further
capital, as required to deliver long-term shareholder value and continued
execution of the growth strategy. These strategically located, high-traffic
forecourts offer significant opportunities for development-led value creation,
while the enlarged portfolio establishes a platform for operational
optimisation, procurement efficiencies, and further growth through scale.
The key points underlying the rationale for the Acquisitions are outlined
below:
1) High-Quality, Income-Generating Assets: The Acquisitions add
strategically positioned, premium petrol filling station sites that
immediately contribute to earnings and cash flow, supporting the Company's
objective of building a resilient, income-generative portfolio.
2) Enhanced Scale and Operational Efficiency: By increasing the
portfolio to a combined seven sites, the Company will benefit from economies
of scale, including procurement efficiencies, standardised operational
processes, and more effective site management.
3) Portfolio Optimisation and Value Creation: The enlarged portfolio
provides opportunities to optimise site performance, invest selectively to
enhance trading potential, and realise additional value through targeted capex
and operational improvements.
4) Freehold Asset Backing and Intrinsic Value: The portfolio is largely
comprised of freehold assets that have been independently valued, providing a
strong underpinning for cash flow, resilience, and long-term shareholder value
creation.
5) Platform for Strategic Growth and Consolidation: The Acquisitions
further establish a scalable foundation for further acquisitions, leveraging
favourable market tailwinds, reinforcing market positioning, increasing scale
and geographic footprint, and strengthening the Group's roll up strategy to
create a leading network of premium energy forecourts.
The Directors have identified a number of operational and financial synergies
derived from a scaled portfolio, including opportunities to deploy capital
expenditure and enhanced returns through real estate maximisation, which
underpinned the decision to pursue the Acquisitions. These synergies will be
realised through multiple growth levers, and include:
· Convenience Retail: Opportunities created for the Company to partner
with strategically aligned retailers of choice and prioritise high-margin
Food-to-go and coffee to drive loyalty and increased footfall. In doing so,
this unlocks commercial leverage, maximises site value and strengthens the
overall attractiveness of the portfolio to customers and partners.
· Fuel Volume Opportunity: The enlarged portfolio drives procurement
efficiency and enables location-specific fuel pricing strategy to optimise
margins. Over time, the Company expects to scale beyond 100 million litres per
business, providing significant commercial leverage.
· Ancillary Services: Greater scale enables the Company to unlock value
from underutilised assets by expanding site offerings and optimising layouts.
This includes introducing or enhancing services such as parcel collection,
post office facilities, laundry, home delivery and coffee facilities. Targeted
capital expenditure can increase customer visits, enhance customer experience,
and generate incremental revenue, creating sustainable long-term value.
· Streamlining Operations: An integrated portfolio will enable the
centralisation of operations, standardisation of processes and scaled digital
adoption, to drive reduction in per-site operating costs, enable centrally
driven KPI measurement and further economies of scale.
Over time, and as the portfolio scales further, it is the Company's intention
to move towards a majority 'commission operator model' which the board
anticipate will result in additional synergies and efficiencies, as a result
of a leaner, more centralised operational structure focussed on oversight and
performance management. The decision as to which sites are operated under this
model will be at the discretion of the Board with any decisions made, being
dictated by the current model of operation on acquisition and ease and cost of
integration.
As the Group scales , and where future sites are selected to operate under the
commission operator model, Roadside would retain ownership of sites and fuel
stock, with site level operators (the "Operators") taking responsibility for
and bearing the costs associated with staffing, shop inventory, local
operating costs and day-to-day running of sites, all whilst following an
agreed framework mandated by Roadside. Sales of goods from sites will be
directly payable to Roadside with the Operators being paid a performance
related commission.
Taken together, the Acquisitions and the Placing are expected to be earnings
enhancing in Roadside's first financial year following completion of the
Acquisitions.
Energy Transition
Despite still being in its infancy, the UK's transition to electric vehicles
presents an opportunity to deliver additional and sustainable revenue streams
over time. The Company will selectively target forecourt acquisitions and
carefully phase capital expenditure to ensure operational flexibility
throughout this transition, ensuring sites can serve multiple transport and
energy futures. These sites, once developed, are expected to be profitable,
cash generative and able to facilitate convenient ultra-rapid top-up charging,
supported by existing infrastructure, driving increased footfall, and
well-positioned to sustain strong cash flows over the long term.
M&A Strategy
The Group will continue to pursue a disciplined approach to M&A and is
well-positioned to capitalise on compelling market tailwinds.
Succession-driven exits provide access to high-quality, long-held assets, in
part driven by uncertainty on fiscal reform. This highly fragmented market of
small, dispersed retailers creates an opportunity to consolidate underinvested
sites and build a strategically valuable portfolio, largely unconstrained by
restrictive competition rules. The Group's near-term target is to acquire
approximately 40 new sites per year, with a wider ambition to rank within the
top five operators in the UK in the medium term. Operational synergies will be
realised as the portfolio scales, with over 100 sites considered a key
milestone to unlocking better commercial terms with suppliers.
The Company is targeting sites that will be immediately earnings accretive,
and that offer development potential aligned with its growth strategy. The
Company anticipates there being a number of key growth levers to generating
additional shareholder value:
Maximising Convenience Retail
Carefully chosen retail partners with a tailored offering will ensure sites
have the right offer in the right location to appeal to local demographics
driving increased footfall. A key priority of the Company is to improve the
Food-to-Go and coffee offer across sites, given both initiatives are high
margin and act as a loyalty driver for consumers. Roadside intends to create
scale with a few selected partners, balancing commercial leverage with
customer choice
Fuel Volume Opportunity
Following completion of the Acquisitions, the Group is expected to sell
approximately 20-40m litres of PFS fuel per business. A key milestone for the
Group is to reach >100m litres as this provides commercial leverage in the
negotiation of fuel contracts with suppliers. Fuel pricing strategy will be
driven by location, to balance competitiveness with margin opportunities and
regular review and negotiation of fuel contracts will ensure both Roadside and
its shareholders benefit, as the business scales over time
Ancillary Services
A key objective of the Group is for acquired sites to be the 'local hub' for
all customers' essentials.
Where relevant and practical, Roadside intends to add ancillary services such
as parcel collection, post office services, laundry, and home delivery. The
Board's intention is to carefully balance the Company's capex commitments
against the Group's M&A strategy and dividend policy to ensure optimal and
consistent returns to shareholders.
Streamlining Operations
On completion of the Acquisitions, approximately 80% of the Group's overheads
will be attributable to labour costs. The creation of centrally driven labour
KPIs and careful investment in digital processes and systems will support
labour efficiencies through improvements in POS systems, installation
self-check outs and implementation of smart labour scheduling.
The Company has already identified a pipeline of further near and medium term
opportunities and is actively engaged in executing upon its M&A strategy.
Further information on the acquisition of Gardner Retail
On 24 December 2025, Roadside agreed to purchase Gardner Retail, a portfolio
of six operational PFS strategically located, premium-quality petrol station
forecourts in Southwest England, for a net consideration of £17.8 million
pursuant to the Gardner Retail SPA.
The final consideration payable by Roadside has been 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 cash consideration payable by the Company on completion
of the Gardner Retail Acquisition will be approximately £17.8 million, with
approximately £3.2 million net debt assumed by the Company on Completion.
The Company paid a deposit of £2.25 million to the Sellers upon signing the
Gardner Retail SPA. The remaining net cash consideration of £15.55 million
will be satisfied in cash raised by the Fundraising.
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 and the warranties in the Gardner Retail SPA
remaining true and accurate on the completion date. Completion is expected to
occur on 25 February 2026, which is also the long stop date for satisfaction
of the conditions. The Gardner Retail Acquisition is not conditional on the
approval of Roadside's shareholders.
Gardner Retail's audited financial performance for the financial years ending
31 July 2025 and 31 March 2024 are set out below. These are presented on a
UK-GAAP basis.
Year-end to 31 July 2025 Year-end to 31 July 2024
Total Revenue £33.8m £32.1m
Adjusted EBITDA £2.1m £2.1m
Adjusted Profit Before Tax £1.2m £1.1m
Gross Assets £12.2m £12.5m
Further information on the proposed acquisition of D.A. Roberts Fuels Limited
Roadside has entered into a binding agreement to acquire D.A. Roberts Fuels
Limited, a Shropshire-based PFS together with its associated on-site bulk fuel
distribution division, for gross consideration of £13.6 million, subject to
completion accounts adjustments, to be satisfied in cash and funded via the
anticipated £14 million proceeds of the exercise of the put option with CGV
Ventures 1 Ltd in relation to the Group's investment in CSS.
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 on 31 March 2026,
which is also the long stop date for satisfaction of the conditions. The DAR
Acquisition is not conditional on the approval of Roadside's shareholders.
Principal terms of the DAR Acquisition and the DAR Share Purchase Agreement
The Company and the shareholders of DAR (the "DAR Sellers") have entered into
the DAR Share Purchase Agreement pursuant to which the DAR Sellers will sell,
and the Company will buy, the entire issued share capital of DAR.
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 gross consideration payable by the Company on
completion of the DAR Acquisition will be approximately £13.6 million (net
consideration of £11.9m adjusting for cash and cash-like items acquired on
completion), subject to completion accounts adjustments.
The DAR Sellers are providing an extensive suite of warranties to the Company
in relation to DAR and its business, as well as certain indemnities in
relation to specific matters, including in relation to environmental claims.
The warranties and indemnities are subject to limits in respect of the time
for bringing claims and on the quantum of liability. The DAR Sellers have also
agreed to provisions governing conduct of DAR's business during the period
between exchange and completion of the DAR Acquisition.
D.A. Roberts Fuels Limited's audited financial performance for the financial
years ending 31 March 2025 and 31 March 2024 are set out below. These are
presented on a UK-GAAP basis.
Year ended 31 March 2025 Year ended 31 March 2024
Total Revenue £80.2m £85.9m
Adjusted EBITDA £2.2m £2.3m
Adjusted Profit Before Tax £2.1m £2.0m
Gross Assets £16.9m £15.9m
Further details of the Fundraising and launch of the Accelerated Bookbuild
· Roadside is seeking to conditionally raise gross proceeds of £20
million to finance the Gardner Retail Acquisition via the Fundraising.
· The Fundraising will via the issue of new Ordinary Shares be to new
and existing institutional and other investors at the Issue Price of 60 pence
per share, which represents a discount of approximately 14.3 per cent. to the
mid-market closing price of 70 pence on 16 February 2026, being the last
practicable date prior to the publication of this Announcement.
· Charles Dickson, Chief Executive Officer and Tarncourt Capital
Limited intend to participate in the Fundraising by way of the Subscription
(which is conditional on the Placing), and which will raise an aggregate
amount of approximately £5 million.
· The Placing will be effected by way of the Accelerated Bookbuild
which will open with immediate effect following the release of this
Announcement in accordance with the terms and conditions set out at Appendix
II at the end of this Announcement.
· The Placing is conditional upon the Placing Agreement between the
Company and Cavendish not having been terminated in accordance with its terms
prior to admission of the New Ordinary Shares to trading on AIM becoming
effective ("Admission"). The Placing is being carried out pursuant to the
Company's existing shareholder authorities granted at the Company's 2025
Annual General Meeting.
Financial effect of the Acquisitions
On completion of the Acquisitions the enlarged group will comprise a highly
generative portfolio of 7 sites with pro-forma historic revenues of £109.3
million, pro-forma adjusted historic EBITDA of £7.4m, profit before tax of
£4.1 million and pro forma gross assets of £82.3 million. Following
completion of the Acquisitions it is the Group's intention to implement a
progressive dividend policy with a 1% yield (calculated by reference to the
Issue Price).
Use of Proceeds
The Fundraising is expected to raise the funds to provide the Company with the
cash to pay the for the acquisition of Gardner Retail and cover adviser fees
and other costs incurred by the Company in connection with the Gardner Retail
Acquisition, the DAR Acquisition and the Fundraising, with the balance being
used for working capital. A full breakdown of the use of proceeds is shown
below.
Sources (£m)
Fundraising 20.00
Funds from put option with CGV Ventures 1 Ltd 14.00
Total sources 34.00
Uses (£m)
Cash consideration - Gardner Retail 1 (#_ftn1) 15.55
Cash consideration - DAR (gross) 13.60
Transaction fees 2.45
Working capital 2.40
Total uses 34.00
FY 2025 Results
The Group's audited FY2025 results were announced immediately prior to this
Announcement, including an unqualified audit opinion. The results announcement
contained commentary with respect to the future funding requirements of the
business, owing to the announcement on 24 December 2025 of the acquisition of
Gardner Retail Ltd for net consideration of £17.8 million, which was
classified as a post balance sheet date event. The audit opinion draws
attention to the fact that the Group is reliant on cashflows from an equity
fundraising and/or utilising debt facilities that are of uncertain timing and
quantum, and concludes that, as a result of this reliance a material
uncertainty exists that may cast significant doubt on the Group's and Parent
Company's ability to continue as a going concern. As noted above, £15.55
million of the proceeds of the Fundraising will be used the fund the Gardner
Retail Acquisition and hence therefore the material uncertainty identified
around future funding requirements of the Company will be extinguished on
completion of the Fundraising.
Admission, settlement and dealings
A further announcement will be released following the closure of Accelerated
Bookbuild confirming details of Admission of the New Ordinary Shares pursuant
to the Fundraising.
APPENDIX II - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THE ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED
KINGDOM, ARE QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF PART 2 OF
SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024
(THE "POATR") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) ARE OTHERWISE, PERSONS TO WHOM IT IS
OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THE ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THE ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN ROADSIDE REAL ESTATE PLC.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND THEREFORE MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE SECURITIES IS
BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Cavendish or any of their respective
Representatives that would permit an offer of the Placing Shares or possession
or distribution of the Announcement or any other offering or publicity
material relating to such Placing Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession the Announcement
comes are required by the Company and Cavendish to inform themselves about and
to observe any such restrictions.
The Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in 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 or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares will be made under an exception to the
prohibition on offers to the public under the POATRs, and also pursuant to an
exemption under the FCA's Prospectus Rules: Admission to Trading on a
Regulated Market sourcebook (the "PRM") and the EU Prospectus Regulation from
the requirement to produce a prospectus. In the United Kingdom, the
Announcement is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the
"FSMA") does not require the approval of the relevant communication by an
authorised person.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of the United States, Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of the
Announcement should seek appropriate advice before taking any such action.
The Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of the Announcement.
By participating in the Bookbuilding Process and the Placing, each Placee will
be deemed to have read and understood the Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Cavendish and the Company that:
1. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares pursuant to the Placing:
(a) it is a UK Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the POATRs:
(i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent of
Cavendish has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than UK Qualified Investors, the
offer of those Placing Shares to it is not treated under the POATRs as having
been made to such persons; and
3. in the case of a Relevant Person in a member state
of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant
to the Placing:
(a) it is a EU Qualified Investor; and
(b) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in a Relevant State other than EU
Qualified Investors or in circumstances in which the prior consent of
Cavendish has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on
behalf of persons in a Relevant State other than EU Qualified Investors, the
offer of those Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons; and
4. it is acquiring the Placing Shares for its own
account or is acquiring the Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in the Announcement; and
5. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix; and
6. it (and any account referred to in paragraph 5
above) is located outside of the United States and is acquiring the Placing
Shares in "offshore transactions" as defined in and in accordance with
Regulation S under the Securities Act; and
7. the Company and Cavendish will rely upon the truth
and accuracy of the foregoing representations, warranties, acknowledgements
and agreements.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published (in accordance with the
EU Prospectus Regulation or the PRM). No prospectus or other offering
document has been or will be submitted to be approved by the FCA in relation
to the Placing or the Placing Shares and Placees' commitments will be made
solely on the basis of the information contained in the Announcement and any
information publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of
the Company on or prior to the date of the Announcement (the "Publicly
Available Information") and subject to any further terms set out in the
contract note, electronic trade or other (oral or written) confirmation to be
sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of Cavendish or the Company or any other person and none of
Cavendish, the Company nor any other person acting on such person's behalf nor
any of their respective Representatives has or shall have any liability for
any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement. Each Placee acknowledges
and agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Placing. No Placee should consider any information in the Announcement to be
legal, tax or business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cavendish has entered into a placing agreement (the "Placing Agreement") with
the Company under which, on the terms and subject to the conditions set out in
the Placing Agreement, Cavendish, as agent for and on behalf of the Company,
has agreed to use its reasonable endeavours to procure Placees for the Placing
Shares. The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the memorandum and
articles of association of the Company be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of
£0.00860675675675676 pence each (the "Ordinary Shares") in the capital of the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the date of
Admission.
Lock-up
As part of the Placing, the Company has agreed that it will, for a period of
six months following Admission, obtain the prior written approval (such
approval not to be unreasonably withheld or delayed) of Cavendish where the
Company proposes to offer, issue, sell or otherwise dispose of (or announce an
intention of doing so) any of its Ordinary Shares or any securities
convertible into or exchangeable or carrying rights to acquire shares of the
Company, or enter into any derivative transaction that has the economic effect
of such sale, transfer or disposition, whether settled in cash or otherwise.
This agreement is subject to certain customary exceptions and does not prevent
(i) the grant or exercise of options or awards under any of the Company's
existing share incentives and share option schemes, or (ii) following
Admission the issue by the Company of any Ordinary Shares upon the exercise of
any right or option or the conversion of a security already in existence, or
(iii) the issue by the Company of any Ordinary Shares in relation to the
Fundraising.
Applications for admission to trading
Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM.
Subject to the Placing Agreement becoming unconditional in all respects save
for Admission, it is expected that settlement of the Placing Shares and
Admission will become effective on or around 8.00 a.m. on 23 February 2026 and
that dealings in the Placing Shares on AIM will commence at that time or such
later time and/or dates as the Company and Cavendish may agree (being in any
event no later than 8.00 a.m. on 31 March 2026).
The Bookbuilding Process
This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or
by Placees in respect of any Placing Shares.
Cavendish and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Principal terms of the Bookbuilding Process and Placing
1. Cavendish is arranging the Placing as broker and
placing agent of the Company.
2. Participation in the Placing will only be available
to persons who may lawfully be, and are, invited by Cavendish to
participate. Cavendish and any of its affiliates are entitled to enter bids
in the Bookbuilding Process.
3. The price per Placing Share (the "Issue Price") is
fixed at 60.0 pence.
4. Each Placee's allocation will be determined by
Cavendish in its discretion following consultation with the Company and will
be confirmed to Placees either orally or by email by Cavendish. Cavendish
may choose to accept bids, either in whole or in part, on the basis of
allocations determined at its absolute discretion, in consultation with the
Company, and may scale down any bids for this purpose on the basis referred to
in paragraph 6 below.
5. Each Placee's allocation and commitment will be
evidenced by a contract note, electronic trade confirmation or other (oral or
written) confirmation issued to such Placee by Cavendish. The terms of this
Appendix will be deemed incorporated in that contract note, electronic trade
confirmation or other (oral or written) confirmation.
6. Subject to paragraphs 4 and 5 above, Cavendish may
choose to accept bids, either in whole or in part, on the basis of allocations
determined at its discretion and may scale down any bids for this purpose on
such basis as it may determine or be directed. Cavendish may also,
notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the
Company:
(a) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and
(b) allocate Placing Shares after the Bookbuilding Process
has closed to any person submitting a bid after that time.
7. Each Placee's allocation and commitment to acquire
Placing Shares will be made on the terms and subject to the conditions in this
Appendix and will be legally binding on the Placee on behalf of which it is
made and except with Cavendish's consent will not be capable of variation or
revocation after the time at which it is submitted. Following Cavendish's
oral or written confirmation of each Placee's allocation and commitment to
acquire Placing Shares, each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to Cavendish (as agent for the
Company), to pay to it (or as it may direct) in cleared funds an amount equal
to the product of the Issue Price and the number of Placing Shares such Placee
has agreed to acquire and the Company has agreed to allot and issue to that
Placee.
8. Except as required by law or regulation, no press
release or other announcement will be made by Cavendish or the Company using
the name of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be required to be
made at the same time, on the basis explained below under "Registration and
Settlement".
10. All obligations under the Bookbuilding Process and
Placing will be subject to fulfilment of the conditions referred to below
under "Conditions of the Placing" and to the Placing not being terminated on
the basis referred to below under "Termination of the Placing".
11. By participating in the Bookbuilding Process, each
Placee will agree that its rights and obligations in respect of the Placing
will terminate only in the circumstances described below and will not be
capable of rescission or termination by the Placee.
12. To the fullest extent permissible by law and applicable
FCA rules and regulations, none of:
(a) Cavendish;
(b) any of its Representatives; or
(c) to the extent not contained within (a) or (b), any
person connected with Cavendish as defined in the FSMA ((b) and (c) being
together "affiliates" and individually an "affiliate" of Cavendish);
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Cavendish nor any of its
affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of Cavendish's conduct of the
Bookbuilding Process or of such alternative method of effecting the Placing as
Cavendish and the Company may agree.
Registration and Settlement
If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note or electronic trade confirmation or other (oral or written)
confirmation which will confirm the number of Placing Shares allocated to
them, the Issue Price and the aggregate amount owed by them to Cavendish.
Each Placee will be deemed to agree that it will do all things necessary to
ensure that delivery and payment is completed as directed by Cavendish in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with Cavendish.
Settlement of transactions in the Placing Shares (ISIN: GB00BL6TZZ70)
following Admission will take place within the CREST system, subject to
certain exceptions. Settlement through CREST is expected to occur on 23
February 2026 (the "Settlement Date"), in accordance with the contract notes
or electronic trade confirmation or other (oral or written) confirmation.
Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the Placing Shares to CREST
or the use of CREST in relation to the Placing, the Company and Cavendish may
agree that the Placing Shares should be issued in certificated form. Cavendish
reserves the right to require settlement for the Placing Shares, and to
deliver the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in the
jurisdiction in which a Placee is located.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Cavendish.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Cavendish may sell any or all of the Placing Shares allocated to
that Placee on their behalf and retain from the proceeds, for Cavendish's own
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the Issue Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on its
behalf. By communicating a bid for Placing Shares, such Placee confers on
Cavendish all such authorities and powers necessary to carry out such sale and
agrees to ratify and confirm all actions which Cavendish lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note or the
electronic trade confirmation or other (oral or written) confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. If there are any
circumstances in which any United Kingdom stamp duty or stamp duty reserve tax
or other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares (or, for the avoidance of
doubt, if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer or agreement to transfer Placing Shares), the
Company shall not be responsible for payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects and not having been terminated in accordance with its terms
prior to Admission. Cavendish's obligations under the Placing Agreement are
conditional on customary conditions including (amongst others) (the
"Conditions") set out below:
1. the Company having complied with all of its
obligations under the Placing Agreement (to the extent that such obligations
fall to be performed before Admission and there having occurred no material
default or breach by the Company of its terms at any time immediately prior to
Admission);
2. each of the warranties contained in the Placing
Agreement being true and accurate and not misleading on and as of the date of
the Placing Agreement and the date of Admission as though they had been given
and made on such dates by reference to the facts and circumstances at the
relevant time;
3. the Placing Agreement having become unconditional
in respect of the Placing (save for any condition as to Admission having taken
place) and not having been terminated in accordance with its terms before
Admission;
4. there not having been (in the opinion of Cavendish
(acting reasonably)) a Material Adverse Change (as defined in the Placing
Agreement) at any time prior to Admission;
5. the DAR Share Purchase Agreement having been duly
exchanged;
6. the Gardner Retail SPA and the DAR Share Purchase
Agreement having not been terminated or amended prior to Admission and there
having been no material breach of either agreement;
7. the Subscription Agreements having been signed by
all the parties thereto and not having been terminated in accordance with
their respective terms;
8. certain specified conditions to completion of the
Gardner Retail Acquisition, as set out in clause 6.1 of the Gardner Retail SPA
having been satisfied or, if possible, waived (as defined in the Gardner
Retail SPA); and
9. Admission occurring no later than 8.00 a.m. on 23
February 2026 (or such later time and/or date, not being later than 8.00 a.m.
on 9 March 2026, as Cavendish may otherwise agree with the Company provided
that each of the parties shall perform its obligations under the Placing
Agreement until such time (if any) as any of the conditions under the Placing
Agreement shall have been incapable of being satisfied and have not been
waived).
Cavendish may, at its discretion and upon such terms as it thinks fit, waive
compliance by the Company with the whole or any part of certain of the
Company's obligations in relation to the conditions in the Placing Agreement
or extend the time or date provided for fulfilment of certain such conditions
in respect of all or any part of the performance thereof. Any such extension
or waiver will not affect Placees' commitments as set out in this Appendix.
If: (i) any of the conditions are not fulfilled or (where permitted) waived by
Cavendish by the relevant time or date specified (or such later time or date
as the Company and Cavendish may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below under 'Right to terminate
under the Placing Agreement', the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
it or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
None of Cavendish, the Company, or any of their respective affiliates, agents,
directors, officers or employees shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision they may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any Conditions to the Placing, nor
for any decision they may make as to the satisfaction of any Condition or in
respect of the Placing generally, and by participating in the Placing each
Placee agrees that any such decision is within the absolute discretion of
Cavendish.
Termination of the Placing
Cavendish is entitled, at any time on or before Admission, to terminate its
obligations under the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia:
1. the Company is in material breach of the provisions
of the Placing Agreement or fails to materially comply with its obligations
under the Placing Agreement or under the terms of the Placing; or
2. any of the warranties or undertakings contained in
the Placing Agreement is untrue or inaccurate by reference to the facts
subsisting at the time, or a matter has arisen that is likely to give rise to
a claim under any of the indemnities contained in the Placing Agreement, in
each case which Cavendish considers to be material in the context of the
Placing; or
3. a Material Adverse Change (as defined in the
Placing Agreement) has occurred after the entry of the parties into the
Placing Agreement (whether or not foreseeable at the date of the Placing
Agreement) which Cavendish considers to be material in the context of the
Placing by reference to the facts subsisting at the time; or
4. it comes to the notice of Cavendish that any
statement contained in, amongst other things, the Announcement was or has
become untrue, incorrect or misleading in any respect or that any matter has
arisen which would constitute a material omission therefrom; or
4. there has been a (i) material breach or (ii)
termination of any of the Acquisition Agreements; or
6. the occurrence of certain force majeure events, the
effect of which is such as to make it impracticable or inadvisable to proceed
with the Placing in the manner contemplated in the Placing Agreement or which
may materially and adversely affect the success of the Placing or dealings in
the Placing Shares.
Upon termination, Cavendish shall be released and discharged (except for any
liability arising before or in relation to such termination) from its
obligations under or pursuant to the Placing Agreement, subject to certain
exceptions. If Cavendish exercises its right to terminate the Placing
Agreement before Admission, then the Placing Agreement shall cease and
terminate and the Placing will not proceed.
By participating in the Placing, each Placee agrees that (i) the exercise by
Cavendish of any right of termination or of any other discretion under the
Placing Agreement shall be within the absolute discretion of Cavendish and
that it need not make any reference to, or consult with, Placees and that it
shall have no liability to Placees whatsoever in connection with any such
exercise or failure to so exercise and (ii) its rights and obligations
terminate only in the circumstances described above under the heading 'Right
to terminate under the Placing Agreement' and the heading 'Conditions of the
Placing', and its participation will not be capable of rescission or
termination by it after oral confirmation by Cavendish of the allocation and
commitments following the close of the Bookbuild.
Representations, warranties and further terms
By submitting a bid in the Bookbuilding Process, each Placee (and any person
acting on such Placee's behalf) irrevocably confirms, represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) with
the Company and Cavendish (in its capacity as placing agent of the Company in
respect of the Placing) that (save where Cavendish expressly agrees in writing
to the contrary):
1. it has read and understood the Announcement in its
entirety and that its acquisition of the Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and that it has not relied on, and will not rely
on, any information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the Placing, the
Company, the Placing Shares or otherwise, other than the information contained
in the Announcement and the Publicly Available Information;
2. no prospectus or offering document has been or will
be prepared in connection with the Placing and it has not received and will
not receive a prospectus or other offering document in connection with the
Bookbuilding Process, the Placing or the Placing Shares or is required under
the EU Prospectus Regulation or the PRM;
3. the Ordinary Shares are admitted to trading on AIM,
and that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for Companies (the "AIM
Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it
applies in the United Kingdom as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR")), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;
4. it has made its own assessment of the Placing
Shares and has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing and
neither Cavendish nor the Company nor any of their respective Representatives
nor any person acting on behalf of any of them has provided, and will not
provide, it with any material regarding the Placing Shares or the Company or
any other person other than the information in the Announcement or the
Publicly Available Information; nor has it requested Cavendish, the Company,
any of their respective Representatives or any person acting on behalf of any
of them to provide it with any such information;
5. neither Cavendish nor any person acting on behalf
of it nor any of its Representatives has or shall have any liability for any
Publicly Available Information, or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
6.
(a) the only information on which it is entitled to rely
on and on which it has relied in committing to acquire the Placing Shares is
contained in the Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares and it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on the
information in the Announcement and the Publicly Available Information;
(b) neither Cavendish, nor the Company (nor any of their
respective Representatives) have made any representation or warranty to it,
express or implied, with respect to the Company, the Placing or the Placing
Shares or the accuracy, completeness or adequacy of the Publicly Available
Information, nor will it provide any material or information regarding the
Company, the Placing or the Placing Shares;
(c) it has conducted its own investigation of the Company,
the Placing (including its terms and conditions) and the Placing Shares,
satisfied itself that the information is still current and relied on that
investigation for the purposes of its decision to participate in the Placing;
and
(d) it has not relied on any investigation that Cavendish
or any person acting on its behalf may have conducted with respect to the
Company, the Placing or the Placing Shares;
7. the content of the Announcement and the Publicly
Available Information has been prepared by and is exclusively the
responsibility of the Company and that neither Cavendish nor any persons
acting on its behalf nor any of its Representatives is responsible for or has
or shall have any liability for any information, representation, warranty or
statement relating to the Company contained in the Announcement or the
Publicly Available Information nor will they be liable for any Placee's
decision to participate in the Placing based on any information,
representation, warranty or statement contained in the Announcement, the
Publicly Available Information or otherwise. Nothing in this Appendix shall
exclude any liability of any person for fraudulent misrepresentation;
8. the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the Securities Act or any other securities laws of
the United States, or any state or other jurisdiction of the United States,
Australia, Canada, the Republic of South Africa or Japan and, therefore the
Placing Shares may not be offered, re-offered, sold, re-sold, taken up,
renounced or delivered or transferred, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa or Japan or in
any country or jurisdiction where any such action for that purpose is
required;
9. it may be asked to disclose in writing or orally to
Cavendish: (i) if he or she is an individual, his or her nationality; or (ii)
if he or she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned;
10. where it is acquiring Placing Shares for one or more
managed accounts, represents and warrants that it is authorised in writing by
each managed account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in the Announcement of which it
forms part; and (c) to receive on its behalf any investment letter relating to
the Placing in the form provided to it by Cavendish;
11. it has the funds available to pay for the Placing Shares
for which it has agreed to acquire and acknowledges and agrees that it will
pay the total amount in accordance with the terms of the Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other Placees or sold at such price as Cavendish
determines;
12. it and/or each person on whose behalf it is
participating:
(a) is entitled to acquire Placing Shares pursuant to the
Placing under the laws and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has the capacity and authority and is entitled to
enter into and perform its obligations as an acquirer of Placing Shares and
will honour such obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) under those laws or otherwise and complied
with all necessary formalities to enable it to enter into the transactions
contemplated hereby and to perform its obligations in relation thereto and, in
particular, if it is a pension fund or investment company it is aware of and
acknowledges it is required to comply with all applicable laws and regulations
with respect to its acquisition of Placing Shares;
13. it is not, and any person who it is acting on behalf of
is not, and at the time the Placing Shares are acquired will not be, a
resident of, or be located or have an address in, or subject to the laws of,
the United States, Australia, Canada, the Republic of South Africa or Japan,
and it acknowledges and agrees that the Placing Shares have not been and will
not be registered or otherwise qualified under the securities legislation of
the United States, Australia, Canada, the Republic of South Africa or Japan
and may not be offered, sold, or acquired, directly or indirectly, within
those jurisdictions;
14. it and the beneficial owner of the Placing Shares is,
and at the time the Placing Shares are acquired will be, outside the United
States and acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the Securities Act;
15. it understands that the Placing Shares have not been,
and will not be, registered under the Securities Act and may not be offered,
sold or resold in or into or from the United States except pursuant to an
effective registration under the Securities Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and in accordance with applicable state securities laws; and no
representation is being made as to the availability of any exemption under the
Securities Act for the reoffer, resale, pledge or transfer of the Placing
Shares;
16. it understands that the Placing Shares are expected to
be issued to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Placing Shares may, to
the extent they are delivered in certificated form, bear a legend to the
following effect unless agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
17. it is not taking up the Placing Shares as a result of
any "directed selling efforts" (as such term is defined in Regulation S under
the Securities Act);
18. it will not distribute, forward, transfer or otherwise
transmit the Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
19. none of Cavendish, the Company nor any of their
respective Representatives nor any person acting on behalf of any of them is
making any recommendations to it or advising it regarding the suitability of
any transactions it may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and will not be a
client of Cavendish and that Cavendish does not have any duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement, nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary any
Conditions or exercise any termination right;
20. it will make payment to Cavendish for the Placing Shares
allocated to it in accordance with the terms and conditions of the
Announcement on the due times and dates set out in the Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
Cavendish determines in its absolute discretion without liability to the
Placee and it will remain liable for any shortfall below the net proceeds of
such sale and the Placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any interest
or penalties due pursuant to the terms set out or referred to in the
Announcement) which may arise upon the sale of such Placee's Placing Shares on
its behalf;
21. its allocation (if any) of Placing Shares will represent
a maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
22. the person who it specifies for registration as holder
of the Placing Shares will be:
(a) the Placee; or
(b) a nominee of the Placee, as the case may be,
and that Cavendish and the Company will not be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to acquire Placing Shares pursuant to the Placing and agrees to
indemnify the Company and Cavendish in respect of the same on the basis that
the Placing Shares will be allotted to a CREST stock account of Cavendish or
transferred to a CREST stock account of Cavendish who will hold them as
nominee on behalf of the Placee until settlement in accordance with its
standing settlement instructions with it;
23. the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing Shares will
not give rise to a stamp duty or stamp duty reserve tax liability under (or at
a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
24. if it is within the United Kingdom, it and any person
acting on its behalf (if within the United Kingdom) falls within Article 19(5)
and/or 49(2) of the Order and undertakes that it will acquire, hold, manage
and (if applicable) dispose of any Placing Shares that are allocated to it for
the purposes of its business only;
25. it has not offered or sold and will not offer or sell
any Placing Shares to the public in any member state of the EEA or the United
Kingdom except in circumstances falling within Article 1(4) of the EU
Prospectus Regulation or Part 1 of Schedule 1 of the POATR which do not result
in any requirement for the publication of a prospectus pursuant to Article 3
of the EU Prospectus Regulation or contravene regulation 12 of POATR;
26. if it is within the United Kingdom, it is a UK Qualified
Investor and if it is within a Relevant State, it is an EU Qualified Investor;
27. it has only communicated or caused to be communicated
and it will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) relating to Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that the Announcement has not
been approved by Cavendish in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion by an
authorised person;
28. it has complied and it will comply with all applicable
laws with respect to anything done by it or on its behalf in relation to the
Placing Shares (including all relevant provisions of the FSMA and the MAR in
respect of anything done in, from or otherwise involving the United Kingdom);
29. if in the United Kingdom, unless otherwise agreed by
Cavendish, it is a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook
("COBS") and it is acquiring Placing Shares for investment only and not with a
view to resale or distribution;
31. if it has received any inside information (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or
other applicable law) about the Company in advance of the Placing, it has not:
(a) dealt (or attempted to deal) in the securities of the
Company or cancelled or amended a dealing in the securities of the Company;
(b) encouraged, recommended or induced another person to
deal in the securities of the Company or to cancel or amend an order
concerning the Company's securities; or
(c) unlawfully disclosed such information to any person,
prior to the information being made publicly available;
32. Cavendish and its affiliates, acting as an investor for
its or their own account(s), may bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell or otherwise
deal for its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references in the Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, Cavendish and/or any of its affiliates acting as an investor for
its or their own account(s). Neither Cavendish nor the Company intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
33. it:
(a) has complied with its obligations in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations");
(b) is not a person:
(i) with whom transactions are prohibited under the US
Foreign Corrupt Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of Foreign Assets
Control of the U.S. Department of the Treasury;
(ii) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or
(iii) subject to financial sanctions imposed pursuant to a
regulation of the European Union or a regulation adopted by the United Nations
or other applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Cavendish such
evidence, if any, as to the identity or location or legal status of any person
which they may request from it in connection with the Placing (for the purpose
of complying with the Regulations or ascertaining the nationality of any
person or the jurisdiction(s) to which any person is subject or otherwise) in
the form and manner requested by Cavendish on the basis that any failure by it
to do so may result in the number of Placing Shares that are to be acquired by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as Cavendish may decide at its sole discretion;
34. in order to ensure compliance with the Regulations,
Cavendish (for itself and as agent on behalf of the Company) or the Company's
registrars may, in their absolute discretion, require verification of its
identity. Pending the provision to Cavendish or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Cavendish's absolute discretion or, where
appropriate, delivery of the Placing Shares to it in uncertificated form may
be delayed at Cavendish's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity Cavendish (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence satisfactory
to them, either Cavendish and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event the monies
payable on acceptance of allotment will, if already paid, be returned without
interest to the account of the drawee's bank from which they were originally
debited;
35. its participation in the Placing would not give rise to
an offer being required to be made by it, or any person with whom it is acting
in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
36. any money held in an account with Cavendish on behalf of
the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules and
regulations of the FCA made under the FSMA. The Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from Cavendish 's
money in accordance with the client money rules and will be used by Cavendish
in the course of its business; and the Placee will rank only as a general
creditor of Cavendish's;
37. Cavendish may choose to invoke the CASS Delivery Versus
Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with the
Placing, should it see fit;
38. neither it nor, as the case may be, its clients expect
Cavendish to have any duties or responsibilities to such persons similar or
comparable to the duties of "best execution" and "suitability" imposed by the
COBS, and that Cavendish is not acting for it or its clients, and that
Cavendish will not be responsible for providing the protections afforded to
clients of Cavendish or for providing advice in respect of the transactions
described in the Announcement;
39. it acknowledges that its commitment to acquire Placing
Shares on the terms set out in the Announcement and in the contract note,
through the electronic trade confirmation or other (oral or written)
confirmation will continue notwithstanding any amendment that may in future be
made to the terms and conditions of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained with respect
to the Company's or Cavendish's conduct of the Placing;
40. it has knowledge and experience in financial, business
and international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares. It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing. It has relied upon
its own examination and due diligence of the Company and its affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved;
41. it irrevocably appoints any duly authorised officer of
Cavendish as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to acquire upon the terms of the Announcement;
42. the Company, Cavendish and others (including each of
their respective Representatives) will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and agreements, which
are given to Cavendish on its own behalf and on behalf of the Company and are
irrevocable;
43. it is acting as principal only in respect of the Placing
or, if it is acquiring the Placing Shares as a fiduciary or agent for one or
more investor accounts, it:
(a) is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
(b) will remain liable to the Company and Cavendish for
the performance of all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
44. time is of the essence as regards its obligations under
this Appendix;
45. any document that is to be sent to it in connection with
the Placing will be sent at its risk and may be sent to it at any address
provided by it to Cavendish;
46. the Placing Shares will be issued subject to the terms
and conditions of this Appendix; and
47. the terms and conditions contained in this Appendix and
all documents into which this Appendix is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing Shares
pursuant to the Bookbuilding Process and/or the Placing and all
non-contractual or other obligations arising out of or in connection with
them, will be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including any dispute
regarding the existence, validity or termination or such contract or relating
to any non-contractual or other obligation arising out of or in connection
with such contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with interest
chargeable thereon) may be taken by the Company or Cavendish in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each
of their respective Representatives harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by
Cavendish, the Company or each of their respective Representatives arising
from the performance of the Placee's obligations as set out in the
Announcement, and further agrees that the provisions of this Appendix shall
survive after the completion of the Placing.
The rights and remedies of Cavendish and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or partial
exercise of one will not prevent the exercise of others.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp duty
reserve tax in the United Kingdom relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Cavendish shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and they should notify Cavendish
accordingly. In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the United Kingdom by
them or any other person on the acquisition by them of any Placing Shares or
the agreement by them to acquire any Placing Shares and each Placee, or the
Placee's nominee, in respect of whom (or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such
non-United Kingdom stamp, registration, documentary, transfer or similar taxes
or duties undertakes to pay such taxes and duties, including any interest and
penalties (if applicable), forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Cavendish in the event that either the
Company and/or Cavendish have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Cavendish for itself and on behalf of the
Company and are irrevocable.
Cavendish is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Placing or any other matter referred to in the
Announcement, and Cavendish will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Bookbuilding Process or the
Fundraising or any other matters referred to in the Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Cavendish may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Placing Shares or by nominating any connected or associated person
to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a consequence this
money will not be segregated from the Cavendish's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
References to time in the Announcement are to London time, unless otherwise
stated.
All times and dates in the Announcement may be subject to amendment. Placees
will be notified of any changes.
No statement in the Announcement is intended to be a profit forecast or
estimate, and no statement in the Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
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, the
Announcement.
APPENDIX III - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Act"
the Companies Act 2006 (as amended)
"Acquisitions"
the acquisitions by the Company of the entire share capital of Gardner Retail
Ltd and D.A. Roberts Fuels Limited
"Admission"
admission of the New Ordinary Shares to trading on AIM becoming effective in
accordance with the AIM Rules
"AIM"
the market of that name operated by the London Stock Exchange
"AIM
Rules"
the AIM Rules for Companies published by the London Stock Exchange from time
to time
"Announcement"
this announcement
"Bookrunner"
means Cavendish
"Business
Day"
a day (other than a Saturday or Sunday) on which commercial banks are open for
general business in London, England
"Cambridge Sleep Sciences" or "CSS" Cambridge Sleep Sciences
Ltd, a company incorporated and registered in England and Wales under the
Companies Act 2006 with registered number 12401790
"Cavendish"
Cavendish Capital Markets Limited registered in England and Wales with company
number 06198898 and having its registered office at 1 Bartholomew Close,
London EC1A 7BL
"certificated form" or
"in an Ordinary
Share recorded on a company's share register as being certificated
form" held in certificated form (namely, not in CREST)
"CGV Ventures 1
Ltd" CGV
Ventures 1 Ltd, a company incorporated and registered in the Turks and Caicos
Islands with registered number TC053289
"Closing
Price"
the closing middle market quotation of an Ordinary Share
"Company" or "Roadside"
Roadside Real Estate plc, a company incorporated and registered in England and
Wales under the Companies Act 2006 with registered number 07139678
"CREST"
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"COBS"
means the FCA Handbook Conduct of Business Sourcebook
"DAR"
D.A. Roberts Fuels Limited, a company incorporated and registered in England
and Wales under the Companies Act 2006 with registered number 03784904
"DAR
Acquisition"
the acquisition by the Company of the entire share capital of D.A. Roberts
Fuels Limited
"DAR
Sellers"
means the persons who were the registered holders of the entire share capital
of D.A. Roberts Fuels Limited immediately prior to the execution of the DAR
Share Purchase Agreement
"DAR Share Purchase Agreement" means the binding share
purchase agreement entered into by the Company on 17 February 2026, pursuant
to which the Company agreed to acquire the entire share capital of D.A.
Roberts Fuels Limited
"Dealing
Day"
a day on which the London Stock Exchange is open for business in London
"Directors" or
"Board" the
directors of the Company at the date of this Announcement, or any duly
authorised committee thereof
"Enlarged Share
Capital" the
entire issued share capital of the Company following completion of the
Fundraising on Admission
"EU"
the European Union
"Euroclear"
Euroclear UK & International Limited, the operator of CREST
"EUWA"
the European Union (Withdrawal) Act 2018 as amended and supplemented from time
to time (including, but not limited to, by the EU (Withdrawal) Act 2020)
"Existing Ordinary
Shares" the 143,677,804
Ordinary Shares in issue at the date of this Announcement, all of which are
admitted to trading on AIM
"FCA"
the UK Financial Conduct Authority
"Finance
Act"
the Finance Act 2025‑26, being the Act of Parliament setting out the changes
to the thresholds for investments by Venture Capital Trusts in the November
2025 Budget
"FSMA"
the Financial Services and Markets Act 2000 (as amended)
"Fundraising"
the Placing and the Subscription
"Gardner
Retail"
Gardner Retail Ltd, a company incorporated and registered in England and Wales
under the Companies Act 2006 with registered number 11964056
"Gardner Retail
SPA"
means the binding share purchase agreement entered into by the Company on 24
December 2025, pursuant to which the Company agreed to acquire the entire
share capital of Gardner Retail
"Gardner Retail Acquisition" the
acquisition by the Company for the entire share capital of Gardner Retail
"Group"
the Company and its subsidiaries
"ISIN"
International Securities Identification Number
"Issue
Price"
60.0 pence per New Ordinary Share
"London Stock
Exchange" London Stock
Exchange plc
"MAR"
the UK version of the Market Abuse Regulation ((EU) No 596/2014) which is part
of UK law by virtue of the EUWA
"Money Laundering Regulations" The Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, the Criminal Justice Act 1993 and the Proceeds of
Crime Act 2002
"New Ordinary
Shares"
together, the Ordinary Shares to be issued pursuant to the Fundraising
"Operators"
means the independent third-party commission operators which may be appointed
by the Company to manage and operate sites on behalf of the Company
"PFS"
means petrol filling stations
"Placees"
the subscribers for the Placing Shares pursuant to the Placing
"Placing"
the placing of the Placing Shares pursuant to the Placing Agreement
"Placing
Agreement"
the agreement entered into between the Company and Cavendish in respect of the
Placing dated 17 February 2026, as described in this Announcement
"Placing
Shares"
the new Ordinary Shares to be allotted and issued by the Company pursuant to
the Placing
"POATR"
the Public Offers and Admissions to Trading Regulations 2024
"PRM"
the FCA Prospectus Rules: Admission to Trading on a Regulated Market
sourcebook
"Publicly Available Information" any
information publicly announced through a Regulatory Information Service by or
on behalf of the Company on or prior to the date of the Announcement
"Regulations"
means together a regulation of the European Union or a regulation adopted by
the United Nations or other applicable law and Money Laundering Regulations
"Regulatory Information Service" a service
approved by the London Stock Exchange for the distribution to the public of
AIM announcements and included within the list on the website of the London
Stock Exchange
"Relevant
State"
a member state of the EEA
"Restricted
Jurisdiction" each
and any of Australia, Canada, Japan, New Zealand, the Republic of South Africa
or the United States and any other jurisdiction where the Offer would breach
any applicable law or regulations
"Settlement
Date"
means 23 February 2026, being the date on which settlement of the Ordinary
Shares through CREST is expected to occur
"Shareholders"
holders of Ordinary Shares
"Securities
Act"
the United States Securities Act of 1933, as amended
"Subscription"
the proposed subscription of the Subscription Shares by the Company's Chief
Executive Office and Tarncourt Capital Limited
"Subscription
Shares"
the new Ordinary Shares proposed to be allotted and issued at the Issue Price
pursuant to the Subscription
"UK" or "United Kingdom" the
United Kingdom of Great Britain and Northern Ireland
"Uncertificated" or "Uncertificated recorded on the
relevant register or other record of the shares or
form"
other security concerned as being held in uncertificated form in CREST, and
title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST
"US
Person"
has the meaning given in the Securities Act
"voting
rights"
means all voting rights attributable to the share capital of the Company which
are currently exercisable at a general meeting
"£" and
"p"
United Kingdom pounds sterling and pence respectively, the lawful currency of
the United Kingdom
1 (#_ftnref1) Consideration of £17.8m less £2.25m deposit already paid
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