Roadside Real Estate buys Gardner Retail for £17.8 million: the essentials
Roadside Real Estate PLC has agreed to acquire Gardner Retail Ltd for an estimated £17.8 million cash consideration, adding six premium petrol forecourts in Southwest England to its portfolio. The deal is pitched as immediately accretive to earnings for the year to 30 September 2026 and is backed by an expanded debt facility with Tarncourt Properties Limited.
Management are clear: this is the platform move for a scalable petrol forecourt and convenience retail strategy, with more deals being evaluated.
What’s being bought and why it matters
Gardner Retail brings six trading forecourts in attractive locations, with approximately 22 million litres of annual fuel volume based on FY25. That’s roughly 3.7 million litres per site per year, which is healthy throughput for independent forecourts. Convenience retail and development potential are flagged as upside levers to lengthen and strengthen cash flows.
For the 12 months to 31 July 2025, Gardner posted £33.9 million revenue, adjusted EBITDA of approximately £2.1 million, and £0.6 million profit before tax. EBITDA (earnings before interest, tax, depreciation and amortisation) here is “adjusted” to strip out head office costs that will be discontinued, non-recurring central costs and run-rate tweaks for disposals/closures.
Deal price, structure and valuation signals
The estimated cash consideration is £17.8 million, with approximately £4.0 million of net debt assumed at completion. That puts the implied enterprise value (equity plus net debt) around £21.8 million.
- EV/EBITDA is roughly 10.4x (£21.8m / £2.1m).
- EV/sales is about 0.64x (£21.8m / £33.9m).
- EBITDA margin sits near 6.2% (£2.1m / £33.9m).
On book value, Gardner had £12.2 million of gross assets at 31 July 2025, so Roadside appears to be paying a premium to gross assets, which is typical for trading forecourt businesses with meaningful cash generation and development potential.
Funding: Tarncourt facility increased to £35.0 million
Roadside is funding the acquisition by increasing the headroom of its existing Tarncourt facility to £35.0 million. After completion, total drawdown including accrued interest is expected to be £26.6 million. The interest rate is set at the Bank of England base rate at the time of each drawdown plus 3% per annum, with a maturity date of 1 April 2028.
Tarncourt is ultimately controlled by CEO Charles Dickson and the Dickson family, so this counts as a related party transaction under AIM Rule 13. The independent directors, advised by Cavendish Capital Markets Limited (Nomad), consider the terms fair and reasonable for shareholders.
In plain English: the company is leaning on a known lender with aligned interests, but it’s right that the independent board and Nomad have signed off the terms.
Timing, conditions and safeguards
Roadside has paid a £2.25 million refundable deposit. Completion is targeted for 25 February 2026, which is also the long stop date. Conditions are “typical” for this kind of deal, including third-party change-of-control consents and the warranties remaining true at completion. The sellers are providing a wide suite of warranties and some specific indemnities, with standard claim limits and a two-year non-compete.
Shareholder approval is not required. Between exchange and completion, Gardner’s business conduct is governed by agreed provisions, which helps protect value during the interim period.
Strategy, people and post year end updates
This is billed as the first of several near-term opportunities. The company wants to build a resilient, income-generative portfolio in petrol forecourts and convenience retail, using this acquisition as a scalable platform for further consolidation.
Two notable updates: David Phillpot joined as Chief Operating Officer on 10 November 2025 from BP Plc, strengthening operational leadership; and Roadside received £1.5 million contingent consideration from CGV Ventures 1 Ltd on 21 November 2025 after Cambridge Sleep Sciences met performance criteria. Full-year results will be announced in January 2026.
My take: positives and pressure points
What looks good
- Earnings accretion flagged from day one of FY2026, helped by discontinuation of Gardner head office costs and integration efficiencies.
- Six well-located, trading assets with solid volumes (c. 22 million litres) and development potential for long-term cash flows.
- Clear consolidation strategy with a seasoned team and a new COO from BP to sharpen execution.
- Funding certainty via an upsized facility to £35.0 million, with maturity out to 1 April 2028.
What to watch
- Related party funding: the independent board and Nomad deem it fair and reasonable, but investors should keep an eye on governance, pricing and future borrowings under the facility.
- Interest cost: the rate is fixed at the base rate on each drawdown plus 3% per annum. Each tranche is fixed at its drawdown base rate, so the timing of drawdowns matters for the all-in cost.
- Completion risk: change-of-control consents and warranty bring-downs are standard, but until 25 February 2026 it’s not done.
- Sector dynamics: petrol forecourts are evolving with EV charging and convenience retail. Execution on site development will be key to protecting margins and volumes.
Key numbers at a glance
| Cash consideration | £17.8 million (estimated) |
| Net debt assumed | Approximately £4.0 million |
| Implied enterprise value | Approximately £21.8 million |
| Gardner FY25 revenue (12 months to 31 July 2025) | £33.9 million |
| Adjusted EBITDA | Approximately £2.1 million |
| EBITDA margin | Approximately 6.2% |
| Profit before tax | £0.6 million |
| Gross assets (31 July 2025) | £12.2 million |
| Fuel volumes | Approximately 22 million litres |
| Number of sites | 6 (Southwest England) |
| Tarncourt facility headroom | £35.0 million |
| Expected total drawdown post completion | £26.6 million (including accrued interest) |
| Interest rate | BoE base rate at drawdown + 3% per annum |
| Maturity | 1 April 2028 |
| Deposit paid | £2.25 million (refundable if conditions not met) |
| Expected completion | 25 February 2026 (also the long stop date) |
Adjusted EBITDA per RNS footnote: prior to head office costs that will be discontinued post completion, non-recurring central costs, and run-rate adjustments for disposals/closures.
What to look for next
- January 2026 full-year results for clarity on group earnings, cash and net debt heading into completion.
- Confirmation of third-party consents and progress to the 25 February 2026 completion date.
- Detail on site development plans and expected returns from convenience and ancillary income.
- Further M&A – the RNS hints at a pipeline consistent with a roll-up strategy.
Bottom line
This is a strategically coherent, earnings-accretive acquisition that gives Roadside an operating foothold and a credible springboard for consolidation. The funding is in place, the governance box has been ticked for the related party angle, and the operational hire from BP is a timely reinforcement. Execution through to completion and disciplined capital allocation under the Tarncourt facility will decide how quickly shareholders see the benefits.
