Roadside Real Estate - Amendment to Put Option Agreement

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

9 February 2026

ROADSIDE REAL ESTATE PLC

("Roadside," the "Company" or the "Group)

Amendment to Put Option Agreement

Roadside (AIM: ROAD) announces that it has agreed certain amendments to the terms of the put option agreement ("Amended Agreement") with CGV Ventures 1 Ltd ("CGV") which was originally entered into on 26 June 2025. 

As previously announced, the put option agreement enables the Company to realise a minimum of £48 million from the future sale of its remaining 48.2% interest in Cambridge Sleep Sciences Ltd ("CSS"). 

Pursuant to the Amended Agreement, the exercise periods of the put option have been accelerated, resulting in the disposal of Roadside's interest in CSS being restructured into three tranches, rather than the two initially proposed.

Under the revised timetable, up to approximately 29.0% of Roadside's current interest in CSS can be sold to CGV in the period 1 March 2026 to 31 March 2026 for consideration of up to £14m.  A further 29.0% of Roadside's current interest in CSS can be sold to CGV in the period from 1 June 2026 to 30 June 2026 for consideration of up to £14m. The balance of Roadside's interest is capable of being sold in the period from 1 September 2027 to 30 September 2027 for consideration of up to £20m.  The consideration will only be less than the stated amount at exercise window if Roadside chooses, at its discretion, to sell a lower number of shares than the maximum permitted.

All other terms remain unchanged from those disclosed in the Company's announcement of 26 June 2025.

Assuming the option agreement is exercised for the minimum consideration of £48 million, Roadside would recognise a profit on disposal of its remaining interest in CSS that exceeds £7 million in aggregate across the financial periods ending 30 September 2026 and 30 September 2027. Cash will be received upon the completion of each sale.

The Board anticipates that the majority of the proceeds from the CSS exit will be used to fund Roadside's ongoing transition as it builds a scalable, petrol forecourt and convenience retail business. This will significantly strengthen Roadside's balance sheet and support the execution of its focused growth strategy.

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