Intention to Deal
Roadside Real Estate PLC announced that Charles Dickson, the Chief Executive Officer, through Tarncourt Investments LLP, intends to purchase 18,666,666 ordinary shares from Davina and James Dickson. Following this transaction, the Concert Party, which includes Charles Dickson and other family members, will collectively hold 94,450,354 ordinary shares, representing 53.0% of the company's issued share capital. This updated shareholding structure maintains the Concert Party's control above the 50% threshold, meaning no mandatory offer under Rule 9 of the Takeover Code is triggered by this acquisition.
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Roadside (AIM: ROAD), the UK energy forecourt real estate business, announces that Tarncourt Investments LLP, an entity controlled by Charles Dickson (or “Mr Dickson”), Chief Executive Officer of Roadside, intends to purchase of an aggregate of 18,666,666 ordinary shares from Davina Dickson and James Dickson (the “Purchase”). Each of Davina Dickson and James Dickson has signed an orderly market agreement with Cavendish Capital Markets Limited and Shore Capital Stockbrokers Limited in regard to the balance of Ordinary Shares each stands to hold following the Purchase.
Updates to Concert Party
At the time of Admission, the Company confirmed, following consultation with the Panel on Takeovers and Mergers (the “Panel Executive”), that several members of the Dickson Family and certain early shareholders in the Company were presumed to be acting in concert by virtue of their long-standing business and/or personal relationships with members of the Dickson family, and were, in aggregate, interested in 67.1 per cent. of the Company’s issued share capital.
On 16 April 2026, the Company announced an update to this group, and that it had agreed with the Panel Executive that Alan Halsall, Mark Lewis and Richard Burrell were no longer considered to be acting in concert as a result of changes in the nature of their relationships with the Dickson Family. As a result, the remaining persons acting in concert (the “Concert Party”) held, in aggregate, 95,082,019 Ordinary Shares, representing approximately 53.3 per cent. of the Company's issued share capital.
Following the Purchase, the members of the Concert Party would continue to hold shares carrying more than 50% of the voting rights of the Company and (for so long as they continue to be acting in concert) no obligation to make an offer under Rule 9 will normally arise from acquisitions of interests in shares carrying voting rights by any member of the concert party.
Accordingly, following the Purchase set out above, the resulting interests of members of the Concert Party would be as follows:
| Director/PDMR | Number of Ordinary Shares | % of Issued Share Capital | |
|---|---|---|---|
| Charles Dickson | Chief Executive Officer | 41,977,766 | 23.6% |
| Tarncourt Capital Ltd | Company which is owned and controlled by Charles Dickson | 29,500,000 | 16.6% |
| James Dickson | Member of the Concert Party | 3,352,969 | 1.9% |
| Davina Dickson | Member of the Concert Party | 8,500,001 | 4.8% |
| David Holdsworth | Member of the Concert Party | 11,119,118 | 6.2% |
| Total | 94,450,354 | 53.0% | |
| Montfort Ann-marie Wilkinson Alex Everett | +44 (0)7730 623815 +44 (0)7780 431533 | ||
| Cavendish Capital Markets Limited (Nomad & Joint Corporate Broker) Matt Goode / Seamus Fricker / Elysia Bough (Corporate Finance) Matt Lewis / Harriet Ward (ECM) | +44 (0) 20 7220 0500 | ||
| Shore Capital (Joint Corporate Broker) Ben Canning (Corporate Broking) Stephane Auton / James Thomas / Harry Davies-Ball (Corporate Advisory) | +44 (0)20 7408 4050 |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.