Roadside (AIM: ROAD) Proposed Placing and Subscription to raise approximately £20 million

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] 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.

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