Roadside Real Estate Acquires Hoch Group in £28.6m Forecourt Expansion

The announcement says the deal is immediately accretive to underlying earnings this financial year. That’s encouraging, particularly in a period of active M&A where integration risk can drag on margins.

How Roadside is funding it: HSBC RCF plus Tarncourt top-up

Funding is a blend of bank debt and an existing shareholder-linked facility:

• New HSBC revolving credit facility (RCF) of £25.0 million, with a £10.0 million accordion (an option to increase the facility). An RCF is a flexible line of credit the company can draw, repay, and redraw.
• The HSBC RCF will also refinance the existing £3.5 million Barclays facility taken on with the Gardner Retail acquisition.
• Margin on the HSBC facility ranges from 1.5% to 2.6% per annum over compounded SONIA, depending on leverage. The starting margin is 2.6%. Initial term is three years, with the ability to extend for two additional one-year periods if agreed.
• Additional funding will come from the Tarncourt facility, which will rise by £7.1 million on completion to £18 million drawn. Interest is Bank of England base rate at drawdown plus 3% per annum, maturing on 1 April 2028.

Separately, Roadside expects £14 million of proceeds from its CGV stake in April 2026 (earmarked for the DA Roberts Fuels acquisition), a further £14 million in June 2026 to reduce net debt, and £20 million in September 2027. That staged cash inflow provides a path to bring leverage back down after the Hoch and DA Roberts deals.

Important fine print: conditions, protections, and related party items

The deal is signed via a conditional Share Purchase Agreement (SPA). Completion is subject to typical conditions, including third-party change-of-control consents, with a long stop of 31 May 2026. Seller warranties and specific indemnities are in place, with customary time and liability limits, plus restrictive covenants for two years post-completion. The final price will be adjusted via completion accounts on a cash free, debt free, normalised working capital basis – standard M&A practice that trues-up the equity value.

Tarncourt, a company ultimately controlled by CEO Charles Dickson, is a related party under AIM rules. Amendments to the Tarncourt facility and secured loan notes therefore constitute related party transactions. The independent directors, after consulting the nominated adviser, consider the terms fair and reasonable for shareholders. The Tarncourt facility size is being reduced from £35 million to £25 million, with broadened use to fund PFS acquisitions; some restrictions and subsidiary guarantees under the loan notes are also being removed.

My take: the good, the watch-outs, and the catalysts

Positives I like

• Strategic fit and clustering: Concentration in Cumbria/North West makes operational optimisation more deliverable. Clusters are efficient.
• Accretive this year: Management expects an earnings uplift in FY26 – a clear tick for the investment case.
• Freehold underpin and independent valuation: The assets have an indicative valuation of £30.1 million versus a £28.6 million net price, with development upside flagged.
• Financing flexibility: A new HSBC RCF with an accordion gives room for working capital and future deals, while CGV proceeds provide medium-term deleveraging.

What I’m watching

• EBITDA multiple versus run-rate: Circa 10.6x adjusted EBITDA (pre head office) isn’t cheap if integration benefits take time. Delivery of procurement and operating synergies will be key.
• Interest costs: The HSBC margin starts at 2.6% over SONIA and Tarncourt is base +3%. Until CGV proceeds land, debt service will matter for cash flow.
• Completion risk: Standard conditions apply, including change-of-control consents. Timely completion by end-May is the base case, but it’s still a gating item.
• Related party optics: The independent directors have signed off the Tarncourt amendments as fair and reasonable, which is important for governance. Investors will still want to see disciplined use of that facility.

What to look for next

• Completion of Hoch by end of May 2026 and initial integration steps.
• April and June 2026 CGV cash receipts and the pace of net debt reduction thereafter.
• Evidence of operating gains: fuel margin resilience, shop sales mix, and early capex projects that lift site EBITDA.
• Progress on the DA Roberts Fuels transaction funded from April’s CGV proceeds.

Bottom line

This is a well-signalled consolidation move that expands Roadside’s platform to 20 sites, adds dense regional coverage, and should boost near-term earnings. The price looks fair against the independent valuation and on revenue multiples, with upside resting on execution of development and procurement savings. The trade-off is higher leverage until CGV proceeds arrive, so delivery discipline and cash conversion will be closely watched.

Net-net, I see this as a strategically sound, earnings-accretive bolt-on that tightens Roadside’s grip in the North West and gives management more levers to pull. Now it’s about closing on time and proving the synergy maths in the months that follow.