Proposed Placing of Existing Ordinary Shares

Roadside Real Estate plc (AIM: ROAD), the UK energy forecourt real estate business, announces that, in accordance with the orderly market arrangements entered into by Davina Dickson and James Dickson, as announced by the Company on 13 August 2026, the Company has been notified that Davina Dickson, James Dickson and certain other shareholders (together, the "Selling Shareholders") intend to sell up to an aggregate of 12,753,470 existing ordinary shares of £0.00860675675675676 each in the capital of the Company (the "Ordinary Shares")(the “Placing Shares”) at a price of 51.0 pence per Ordinary Share (the "Placing Price"), by way of a placing to institutional investors (the "Placing").

The Placing Shares represent approximately 7.16 per cent. of the Company's issued share capital and have an aggregate value of approximately £6.5 million at the Placing Price.

The Placing will be effected by way of an accelerated bookbuild (the "Accelerated Bookbuild"), which will be launched immediately following publication of this announcement and will be available to eligible institutional investors.

Cavendish Capital Markets Limited ("Cavendish") and Shore Capital Stockbrokers Limited ("Shore Capital" and, together with Cavendish, the "Joint Bookrunners") are acting as Joint Bookrunners in connection with the Placing.

The Company will not receive any proceeds from the sale of the Placing Shares.

​

Intention to deal

The Company has also been notified that Tarncourt Capital Ltd ("Tarncourt"), an entity controlled by Charles Dickson, Chief Executive Officer of the Company, intends to acquire 5,500,000 Ordinary Shares from certain shareholders who are not members of the Concert Party (the "Tarncourt Purchase").

The Tarncourt Purchase is not part of the Placing and is intended to be completed prior to closure of the Accelerated Bookbuild.

Updates to Concert Party

The Company announced on 14 August 2026 that the shareholder concert party comprised Charles Dickson, Tarncourt, Davina Dickson, James Dickson and David Holdsworth (the “Concert Party”), following the removal of certain members, as agreed with the Panel on Takeovers and Mergers (the “Panel Executive”).

As at the date of this announcement, the Concert Party is interested in 95,550,354 Ordinary Shares, representing approximately 53.60 per cent. of the Company's issued share capital. Assuming completion of the Tarncourt Purchase, which would occur prior to the closure of the Accelerated Bookbuild, and the sale of shares proposed to be sold pursuant to the Placing, the Concert Party will hold in aggregate 89,196,884 Ordinary Shares, representing approximately 50.04 per cent. of the Company's issued share capital. Accordingly, the net effect of the proposed Tarncourt Purchase and the Placing would be to reduce the Concert Party's aggregate shareholding from approximately 53.60 per cent. to approximately 50.04 per cent of the Company's issued share capital. The Concert Party would therefore continue to hold shares carrying more than 50 per cent. of the voting rights of the Company.

Following the Tarncourt Purchase, and subsequently, the Placing, the Concert Party would continue to hold shares carrying more than 50 per cent. 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 of the City Code on Takeovers and Mergers will normally arise from acquisitions of interests in shares carrying voting rights by any member of the Concert Party.

Accelerated Bookbuild

The Placing will be effected by way of an Accelerated Bookbuild, which will be launched immediately following the release of this Announcement, and will be available to eligible institutional investors.

Cavendish Capital Markets Limited ("Cavendish") and Shore Capital Stockbrokers Limited ("Shore Capital" and, together with Cavendish, the "Joint Bookrunners") are acting as Joint Bookrunners in connection with the Placing.

The timing for the close of the Accelerated Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of the Joint Bookrunners. The final number of Placing Shares sold pursuant to the Placing will be agreed by the Selling Shareholders and the Joint Bookrunners 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 Company will make a further announcement following completion of the Tarncourt Purchase and the closing of the Accelerated Bookbuild.