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:

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.

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.