REG - Roadside Real Estate - Result of Placing and Subscription

Roadside Real EstateAnnouncement

17/02/2026 18:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260217:nRSQ4016Ta&default-theme=true

RNS Number : 4016T  Roadside Real Estate PLC  17 February 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)).  UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

17 February 2026

 

Roadside Real Estate PLC

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

Result of Placing and Subscription

 

Roadside (AIM: ROAD) is pleased to announce that further to the announcement
made earlier today (the "Launch Announcement"), the Accelerated Bookbuild has
now closed, and the Company has raised gross proceeds of approximately £20.75
million (before expenses), in aggregate, through the successful Placing of
26,250,000 Placing Shares to new and existing investors, and Subscription by
certain of the directors of the Company for 8,333,333 Subscription Shares, at
the Issue Price of 60.0 pence per new Ordinary Share.

The Group will use the net proceeds of the Fundraising to fund the acquisition
of the entire share capital of Gardner Retail, pursuant to the Gardner Retail
SPA, as previously announced on 24 December 2025.

The Issue Price of 60.0 pence per share, represents a discount of
approximately 14.3 per cent. to the closing mid-market price of 70.0 pence on
16 February 2026, being the last business day prior to the announcement of the
Fundraising.

The Fundraising has been carried out pursuant to the Company's existing
shareholder authorities granted at the Company's 2025 Annual General Meeting.

Completion of the Gardner Retail Acquisition 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.

 

 

Related party participation in the Fundraising

As part of the Fundraising, each of Charles Dickson, CEO of Roadside and
Tarncourt Capital Ltd (part of the Tarncourt Group of companies which is owned
and controlled by Charles Dickson and family) have subscribed, in aggregate,
for 8,333,333 Subscription Shares at the Issue Price. Details of the
Subscription Shares for which the Director has subscribed are set out below:

 Director                                         Title                                                                Number of Existing Ordinary Shares  % of                       Number of Subscription Shares subscribed at the Issue Price  Number of Ordinary Shares held on Admission  % of

                                                                                                                                                           Existing Ordinary Shares                                                                                                             Enlarged Share Capital on Admission
 Charles Dickson                                  CEO                                                                  36,859,435                          25.65%                     1,666,666                                                    38,526,101                                   21.61%
 Tarncourt Capital Ltd (Part of Tarncourt Group)  Company which is owned and controlled by Charles Dickson and Family  5,933,332                           4.13%                      6,666,667                                                    12,599,999                                   7.07%

 

Related Party Transactions

The participation by each of Charles Dickson and Tarncourt Capital Ltd in the
Fundraising constitute related party transactions for the purpose of Rule 13
of the AIM Rules for Companies. The independent directors of the Company,
being all directors other than Charles Dickson, confirm that they consider,
having consulted with Cavendish, that the terms of the transaction are fair
and reasonable insofar as the Company's Shareholders are concerned.

The notifications below, made in accordance with the requirements of the EU
Market Abuse Regulation, provide further detail.

 

Admission and Total Voting Rights

Application will be made for the 34,583,333 new Ordinary Shares to be admitted
to trading on AIM ("Admission"). It is expected that Admission will occur at
8.00 a.m. on or around 23 February 2026.

Following Admission, the issued ordinary share capital of the Company will
comprise 178,261,137 Ordinary Shares with one voting right per share. The
Company does not hold any Ordinary Shares in treasury. Therefore, the total
number of Ordinary Shares and voting rights in the Company is 178,261,137
. This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.

 

 

Concert party

Following Admission, Charles Dickson and Tarncourt will be interested in an
aggregate of 51,126,100 ordinary shares in the Company, representing 28.7 per
cent. of the Company's issued ordinary share capital.

 

Unless otherwise defined herein or the context requires, capitalised terms
used in this announcement have the meanings given to them in the Launch
Announcement released yesterday under RNS number 3966T.

 

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 document and the Placing and
Acquisition and will not regard any other person (whether or not a recipient
of this document) as its client in relation to the Placing and Acquisition 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 document. 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 document, 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 document 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
jurisdiction of the United States. The New Ordinary Shares have not been
approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the New Ordinary Shares.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in the United States, Australia, Canada, Japan, the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan, the
Republic of South Africa.

No public offering of securities is being made in the United States.

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 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
Canada, Australia, Japan or the Republic of South Africa or any other
jurisdiction outside the United Kingdom or to, or for the account or benefit
of any national, resident or citizen of Australia, Japan or the Republic of
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 Admission 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 Placing and Acquisition
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.

 

 

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

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Charles Dickson
 2   Reason for the notification
 a)  Position/status                                              CEO
 b)  Initial notification/ Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Roadside Real Estate plc
 b)  LEI                                                          213800X57YXZVILB9E84

 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares of £0.00860675675675676

     Identification code

                                                                  GB00BL6TZZ70
 b)  Nature of the transaction                                    Purchase of shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  60.0p     1,666,666
 d)  Aggregated information

     -     Aggregated volume                                      Single transaction as in 4c) above

     -     Price
 e)  Date of the transaction                                      17 February 2026
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-     Aggregated volume

-     Price

 

Single transaction as in 4c) above

 

e)

Date of the transaction

17 February 2026

f)

Place of the transaction

Outside a trading venue

 

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Tarncourt Capital Ltd
 2   Reason for the notification
 a)  Position/status                                              PCA of Charles Dickson
 b)  Initial notification/ Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Roadside Real Estate plc
 b)  LEI                                                          213800X57YXZVILB9E84

 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary Shares of £0.00860675675675676

     Identification code

                                                                  GB00BL6TZZ70
 b)  Nature of the transaction                                    Purchase of shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  60.0p     6,666,667
 d)  Aggregated information

     -     Aggregated volume                                      Single transaction as in 4c) above

     -     Price
 e)  Date of the transaction                                      17 February 2026
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

-     Aggregated volume

-     Price

 

Single transaction as in 4c) above

 

e)

Date of the transaction

17 February 2026

f)

Place of the transaction

Outside a trading venue

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIFLFFTFEIDLIR



            Copyright 2019 Regulatory News Service, all rights reserved