Roadside Real Estate PLC (AIM:ROAD) has agreed to acquire the entire issued share capital of Hoch Group, owner of 12 operational petrol station forecourts and a standalone convenience store clustered mainly in Cumbria and northwest England,
The deal is pitched at a net purchase price of £28.6 million, it is expected to grow the company’s UK energy forecourt portfolio to 20 sites, and, its expected to be immediately accretive to underlying earnings in the year ending 30 September.
For the 12 months to 31 March, Hoch reported revenue of £68.8 million, adjusted EBITDA of approximately £2.7 million and profit before tax of £1.8 million, with fuel sales of roughly 41 million litres in FY25. An independent valuer provided an indicative valuation of £30.1 million and Hoch held gross assets of £13.7 million as at 31 March 2025.
The final consideration will be calculated on a cash-free, debt-free basis with a completion accounts adjustment for normalised working capital; Roadside estimates total cash consideration payable at about £33.1 million, equating to the stated £28.6 million net purchase price.
To fund the purchase Roadside intends to draw £25 million from a new HSBC revolving credit facility (with a further £10 million accordion available) and use a drawdown under its existing Tarncourt facility to meet the balance. The HSBC Facility is expected to have an initial three-year term, extendable by two one-year periods, and carries a margin linked to leverage of between 1.5% and 2.6% over compounded SONIA, with a starting margin expected to be 2.6%. Roadside expects a £25 million drawdown on HSBC at completion.
The company also plans to increase its drawdown under the Tarncourt Facility by approximately £7.1 million to £18 million on completion.
Roadside and Tarncourt have agreed to reduce the overall size of the Tarncourt Facility from £35 million to £25 million and to amend terms so the facility can be used to fund PFS acquisitions; the Tarncourt interest rate remains Bank of England base rate at the time of each drawdown plus 3% per annum, with maturity 1 April 2028. The group has also amended secured loan notes to remove subsidiaries as obligors and to relax certain restrictions.
Roadside confirmed it will use sale proceeds from disposals to reduce net debt. As previously announced, the company expects to receive £14 million in April 2026 (already earmarked to fund the DA Roberts Fuels acquisition), a further £14 million from the sale of its stake in Cambridge Sleep Silences Limited in June 2026, and £20 million in September 2027.
Tarncourt is ultimately controlled by Charles Dickson, Roadside’s chief executive and a director of the company, making the amendments to the Tarncourt Facility and to the secured loan notes related party transactions under AIM Rule 13. The firm's independent directors, after consulting the nominated adviser Cavendish Capital Markets, consider the terms fair and reasonable for shareholders.
Charles Dickson, meanwhile, in the statement, commented: "This transaction represents the next step of the Roadside journey to build a scalable, energy forecourt and convenience retail business in the UK.Hoch Group is a high-quality portfolio with unrealised potential and underscores management's commitment to creating shareholder value through the identification and delivery ofoperational and financial synergies derived from a scaled portfolio."
