Result of Placing and Director Dealing
Placing of 12.75m shares at 51p completed; Concert Party shareholding reduced to 50.04%.
- Placing shares sold 12,753,470
- Placing price 51.0 pence per share
- Placing proceeds approximately £6.5 million
- Tarncourt purchase 5,500,000 shares at 51.0 pence
- Concert Party shareholding post-transaction approximately 50.04% of issued share capital
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Further to the announcement released earlier today in relation to the proposed placing of existing Ordinary Shares and intention to deal, Roadside Real Estate plc (AIM: ROAD), the UK energy forecourt real estate business, announces the successful completion of the Accelerated Bookbuild.
A total of 12,753,470 existing ordinary shares of £0.00860675675675676 each in the capital of the Company ("Ordinary Shares") have been sold by Davina Dickson, James Dickson and certain other shareholders in the Company at a price of 51.0 pence per Ordinary Share (the "Placing Price") pursuant to the Placing, to new and existing institutional investors.
The Placing Shares represented approximately 7.16 per cent. of the Company's issued share capital and had an aggregate value of approximately £6.5 million.
The Company has not received any proceeds from the Placing.
Director Dealing
The Company also confirms that Tarncourt Capital Ltd ("Tarncourt"), prior to the closure of the Accelerated Bookbuild, an entity controlled by Charles Dickson, Chief Executive Officer of the Company, acquired 5,500,000 Ordinary Shares from certain shareholders who are not members of the Concert Party (the "Tarncourt Purchase") at a price of 51.0 pence per Ordinary Share.
Following completion of the Tarncourt Purchase, Tarncourt is interested in 36,100,000 Ordinary Shares, representing approximately 20.25 per cent. of the Company's issued share capital. The aggregate interest of Charles Dickson is therefore 78,077,766 Ordinary Shares, representing approximately 43.81 per cent. of the Company's issued share capital.
Updates to the Concert Party
As a result of the Tarncourt Purchase, and subsequently, the Placing, the Concert Party now holds 89,196,884 Ordinary Shares, representing approximately 50.04 per cent. of the Company's issued share capital. Accordingly, the net effect of the Tarncourt Purchase and the Placing has been to reduce the Concert Party's aggregate shareholding in the Company from approximately 53.60 per cent. to approximately 50.04 per cent. of the Company's issued share capital. The Concert Party therefore continues to hold shares carrying more than 50 per cent. of the voting rights of the Company.
The members of the Concert Party 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.
Accordingly, following completion of the Tarncourt Purchase, and subsequently, the Placing, the resulting shareholdings of members of the Concert Party are as follows:
| Concert Party Member | Number of Ordinary Shares | % of Issued Share Capital |
|---|---|---|
| Charles Dickson | 41,977,766 | 23.55% |
| Tarncourt | 36,100,000 | 20.25% |
| David Holdsworth | 11,119,118 | 6.24% |
| Davina Dickson | - | 0.00% |
| James Dickson | - | 0.00% |
| Total Concert Party | 89,196,884 | 50.04% |
The relevant PDMR notification and TR-1 notification in connection with the transactions described above are set out below.
| 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 | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Tarncourt Capital Ltd |
| 2 | Reason for the notification | |
| a) | Position/status | Part of the Tarncourt Group of companies which is owned and controlled by Charles Dickson |
| b) | Initial notification/ Amendment | Initial notification |
| a) | Name | Roadside Real Estate plc |
| b) | LEI | 213800X57YXZVILB9E84 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.00860675675675676 GB00BL6TZZ70 |
| b) | Nature of the transaction | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) 51.0 pence Volume(s) 5,500,000 |
| d) | Aggregated information - Aggregated volume - Price | 5,500,000 51.0 pence |
| e) | Date of the transaction | 16 October 2026 |
| f) | Place of the transaction | London Stock Exchange |
TR-1: Standard form for notification of major holdings
- Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
- Reason for the notification (please mark the appropriate box or boxes with an "X")
| An acquisition or disposal of voting rights | X |
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii :
Details of person subject to the notification obligation iv
| Name | Mrs Davina Dickson |
City and country of registered office (if applicable)
Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
| 5. Date on which the threshold was crossed or reached vi : | 16 October 2026 |
| 6. Date on which issuer notified (DD/MM/YYYY): | 16 October 2026 |
- Total positions of person(s) subject to the notification obligation
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) vii | |
|---|---|---|---|---|
| Resulting situation on the date on which threshold was crossed or reached | 0.00% | 0.00% | - | |
| Position of previous notification (if applicable) | 4.77% | 4.77% | ||
| A: Voting rights attached to shares | ||||
| Class/type of shares ISIN code (if possible) | Number of voting rights ix | % of voting rights | ||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | |
| GB00BL6TZZ70 | - | 0.00% | ||
| SUBTOTAL 8. A | ||||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | ||||
| Type of financial instrument | Expiration date x | Exercise/ Conversion Period xi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights |
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
| Type of financial instrument | Expiration date x | Exercise/ Conversion Period xi | Physical or cash Settlement xii | Number of voting rights | % of voting rights |
|---|---|---|---|---|---|
| SUBTOTAL 8.B.2 | |||||
| Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | ||
| Mrs Davina Dickson | 0.00% | 0.00% | |||
In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
Additional information xvi
| Place of completion | London |
| Date of completion | 16 October 2026 |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.