REG - Roadside Real Estate - Final results for the year ended 30 September 2024
24/12/2024 07:00
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RNS Number : 1962R Roadside Real Estate PLC 24 December 2024
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.
Roadside Real Estate plc
("Roadside", the "Group" or the "Company")
Final results for the year ended 30 September 2024
Roadside, (AIM: ROAD) announces its audited results for the year to 30
September 2024, following a year in which it has delivered upon its strategy
of focusing upon roadside retail through the establishment of a joint venture
("JV') with Meadow Partners LLP, ("Meadow").
Financial highlights
2024 2023 Change
12 months 15 months
Revenue from continuing operations* (£m) 0.4 0.1 +0.3
Operating loss from continuing operations* (£m) -1.9 -5.3 +3.4
Profit/(loss) for the period from discontinued operations** (£m) 49.4 -2.4 +51.8
Profit/(loss) after tax (£m) 43.2 -10.2 +53.4
Net increase in cash (£m) 0.7 0.0 +0.7
Basic earnings per share (pence) 30.26 -7.00 +37.26
Net assets/(liabilities) per share (pence) 22.87 -12.44 +35.31
* Continuing operations is real estate. Roadside sold Workshop Coffee and wound
down Centurian Automotive in the prior year and disposed of Barkby Pubs in the
period. The Board continues to assess the best way to maximise the value of
the Group's remaining stake in CSS. Therefore, all of these businesses have
been presented as discontinued operations.
** The profit from discontinued operations includes a £41.0 million fair value
gain in relation to the deconsolidation and retained investment in CSS, this
is a non cash, accounting and exceptional profit.
Charles Dickson, Executive Chairman of Roadside, said:
"I am delighted with the significant progress we have made in realigning our
business to focus on creating, managing and growing an exciting £250 million
portfolio of roadside real estate assets in desirable locations catering for
local communities and businesses.
"Over the last 13 months the JV has committed £86 million into real estate
assets including the acquisition of 12 Lidl stores under a sale and leaseback
agreement with Lidl. We are on target to deploy £250 million by May 2026 and
have a large pipeline of potential further acquisitions as we move into 2025.
"Our wholly owned commercial sites in Wellingborough and Maldon are fully let
and generating rental income and cash flow.
"During the period we sold 20% of Cambridge Sleep Sciences ("CSS") to CGV
Ventures 1 Ltd ("CGV") for £16 million, of which £8.5 million of proceeds
were received post year end, demonstrating the value of CSS and creating
significant liquidity for the Group. The remaining investment in CSS has been
revalued resulting in a fair value gain of £41.0 million for shareholders.
"This resulted in an exceptional, non cash accounting profit after tax of
£43.2 million in the year and a Net Asset position of £32.9 million.
"We also restructured our debt with the issue of a new £9 million Loan Note
and repayment of external and related party borrowings during the year
resulting in a reduction in borrowings of £1.0 million, leaving the Group
with available liquidity of £8.1 million.
"We look forward to updating our shareholders as we continue to make further
progress."
Operational highlights
Real Estate
• The Group is focussing on building and acquiring a high-quality, substantial
portfolio of modern roadside real estate investments.
• Wellingborough was valued at £3.9 million at the financial year end and has a
total contracted rent of £237,000 per annum from tenants including Greggs
plc, Formula One Autocentres Ltd., City Plumbing Supplies Holdings Ltd. and C.
Brewers & Sons Ltd.
• Maldon was valued at £4.9 million at the financial year end and has a total
contracted rent of £280,000 per annum with contracted tenants being Costa
Coffee Ltd., Formula One Autocentres Ltd, Toolstation Ltd. and City Electrical
Factors Ltd.
• During the year, the Company acquired three sites via its joint venture with
Meadow in Stoke, Gosport and Coventry. Roadside contributed 3% of the
acquisition cost for each site in line with the joint venture agreement and
will earn ongoing asset management fees as well as its share of rental income.
* Post year end, the joint venture agreed to acquire 12 stores from Lidl Great
Britain Ltd. for total consideration of £70 million and Brampton Hut services
in Cambridgeshire for £4.8 million.
Discontinued operations
As previously announced in July 2022, the Board committed to dispose of the
Group's non-real estate businesses and investments and has made the following
progress in the period under review:
• Roadside sold 20% of CSS's total share capital in two tranches during the year
for a total consideration of £16.0 million, with £7.5 million received
during the year and £8.5 million received post year end. The proceeds of
the stake sale were used to fund operational costs, repay related party and
third party borrowings, leaving the company with £0.6 million of cash as at
23 December 2024 and £7.5 million available from its related party financing
facilities. The Company's remaining stake is expected to be sold when
conditions enable maximum shareholder value to be achieved. As a result,
Roadside maintains an investment in CSS but no longer controls the company.
Therefore, the results of CSS are no longer consolidated within the Group
accounts but are treated as an associate investment held for sale for
accounting purposes. This presentation resulted in a fair value gain of £41.0
million recognised in the year within discontinued operations.
CSS launched its smart pillow in October 2024 at Highpoint, Carolina, USA. The
first production run of 2,000 units was shipped in December 2024 from China
and the order book for its smart pillows is growing at pace. The company is
confident of meeting orders to sell 25,000 units by March 2025 thus triggering
an additional payment of £1.5 million from CGV Ventures as per the Share
Purchase Agreement of the second stake sale. CSS continues to grow its
licensing opportunities and expects to start shipping the smart mattress in
the second half of 2026.
• Roadside's pub business was disposed of during the year and all other
investments, save for CSS, have been disposed of or wound down in order to
focus on real estate.
The results of Centurian Automotive, Barkby Pubs and Cambridge Sleep Sciences
are presented as discontinued operations in the results for the year to 30
September 2024. The prior year comparative also includes the result of
Workshop Coffee within discontinued operations, which was sold in that year.
Cash and liquidity
• The Group had £0.1 million of cash as at the year end.
• The Group improved its liquidity following the issue of a loan note in April
2024 and by refinancing and extending its debt facilities alongside the
proceeds from the CSS stake sale.
• Following the receipt of cash from the CSS stake sale, the Group repaid a
portion of its related party borrowings in accordance with the terms of the
agreement signed on 24 April 2024 and therefore as at 23 December 2024 the
Company has £0.6 million of cash and £7.5 million available from its
financing facilities, which can be drawn until March 2026.
In accordance with AIM Rule 20 and 26, the annual report is available to view
on the Company's website: https://www.roadsideplc.com/investors
(https://www.roadsideplc.com/investors)
Enquiries:
Roadside Real Estate PLC
Charles Dickson, Executive Chairman
c/o Montfort
Montfort
Olly Scott +44 (0)78 1234 5205
Isabella Leathley +44 (0)74 7168 7266
Cavendish Capital Markets Limited (Nomad and Joint Corporate Broker) +44 (0)20 7220 0500
Carl Holmes / Seamus Fricker / Fergus Sullivan (Corporate Finance)
Tim Redfern (ECM)
Stifel Nicolaus Europe Limited (Financial Adviser and Joint Corporate Broker) +44 (0)20 7710 7600
Mark Young
Jonathan Wilkes-Green
Catriona Neville
Chairman's statement
The Group has made significant progress on its strategic intention to focus on
real estate and dispose of the Group's non-core investments. To reflect the
significant progress towards this strategy, Barkby Group plc changed its name
to Roadside Real Estate plc in January 2024.
Strategic focus
As previously outlined, the Group endured a challenging start following its
listing on AIM, in January 2020, due to the impact of Covid on the Group's
businesses. We have emerged from these early years with a renewed focus on our
real estate business and the opportunity this has created.
In line with our strategy, we have retained our real estate developments
located at Wellingborough and Maldon.
We are also pleased to be working with our joint venture partner, Meadow, to
develop our roadside real estate portfolio by acquiring high-quality sites
where we can meet the requirements and demands of both local communities and
businesses by offering a mix of Drive Thru, Foodvenience, Local Logistics and
Trade Counter Businesses, alongside EV charging facilities.
With access to the capital required, the JV is delivering on its strategy of
institutionalising a new asset class within the real estate sector. Its first
acquisition was completed in October 2023 at Stoke. This asset has scope for
several accretive investment opportunities, not least the installation of
much-needed EV charging infrastructure. Two further sites were subsequently
acquired at Gosport and Coventry.
Outlook
As at today, the JV has committed to acquire £86 million of Roadside assets
and has a prospective investment and development pipeline in excess of £150
million, which we are confident will attract high-quality nationwide tenants,
underpinning reliable, long-term income streams.
In October 2024, the JV entered an agreement with Lidl to acquire 12 stores
for a consideration of £70 million. This was a significant transaction for
both Lidl and the JV, deploying a substantial portion of our joint venture's
targeted investment capital into high-quality assets with a nationally
recognised tenant under strong covenants.
The deal was an excellent example of the JVs strategy in action, rapidly
providing targeted capital to enable tenant expansion whilst securing asset
management fees and creating additional opportunities for income initiatives.
Roadside will continue to offer exciting potential for investors and we
believe the JV has the opportunity to create a portfolio worth £250 million
over the next 18 months. We are also identifying more opportunities in the
Roadside space, particularly around energy transition, convenience retail and
evolving consumer demands. Roadside will continue to explore ways to harness
these growth trends to scale our business and create value for our
shareholders.
I would like to recognise our most important attribute, our people, who have
demonstrated solidarity and commitment across the Group. Despite substantial
changes within the business and the impact of events outside our control, I
have been hugely impressed and proud of the attitudes shown across all of our
teams. We now look forward to continuing to deliver our strategy and further
unlocking its potential for success.
Business and financial review
Roadside real estate
Our Commercial Property Development business specialises in acquiring and
managing Roadside real estate assets across the United Kingdom. Our real
estate strategy now focuses on retaining completed developments and acquiring
new assets in line with our strategic joint venture with Meadow.
Recent acquisition and development deals have been impacted by macro-economic
conditions, including inflation and higher interest rates. We recognised a
decrease of £355,000 in the value of our investment properties during the
year. The decrease in value is based on third party valuations conducted in
accordance with RICS valuation standards.
Wellingborough
The development is located on Dennington Road and has excellent links to local
communities in Northampton and Kettering, main arterial A-roads and the M1.
The Wellingborough site was purchased in January 2021 for £540,000 subject to
planning and was 90% pre-let prior to construction works commencing to
reposition the site in line with the Group's investment criteria.
The site's total rentable space of 14,100 sq.ft. is occupied by Greggs (as a
Drive Thru), Formula One Autocentres, City Plumbing Supplies and a branch of
Brewers Decorator Centre, producing a total rental income of £232,300 per
annum. These tenants meet our demanding occupier criteria by virtue of their
strong structural underpinnings, brands and covenants. The site benefits from
a WAULT of over 12 years, with index-linked rental agreements. Following
completion, the site has an EPC rating of A and its sustainability credentials
will shortly be further enhanced by the completion of four Ultra-fast EV
charging bays, creating a new income stream for the site and delivering new
customer footfall for tenants.
Maldon
The Maldon development is situated just off the A414 Wycke Hill in a prime
location next to Wycke Hill business park and near the town of Maldon, where
1,500 new dwellings are currently under development. It was purchased in
October 2021 for £2.2 million. The Maldon site's total rentable space of
14,200 sq ft will be occupied by a Costa Coffee (as a Drive Thru), Formula One
Autocentres, Toolstation, City Electrical Factors and Be-EV producing a total
rental income of £286,000 per annum, 78% of which is index-linked with caps
and collars. These tenants meet the Group's demanding occupier criteria by
virtue of their strong structural underpinnings, brands and covenants.
Following completion, the site has an EPC rating of 'A' and has been further
enhanced with the addition and completion of four Ultra-fast EV charging bays.
Swindon and Spalding
It is still our intention to transfer Swindon and Spalding into the JV at
cost, we expect these transactions to take place during the current financial
year. Swindon has full planning permission, and we expect to begin
construction over the summer. The Spalding planning application will be
submitted in Q1 of 2025.
Joint venture with Meadow Partners LLP
The Group explored a variety of options to fund its strategy amidst a
challenging capital markets environment. The Board concluded that the JV
offered the best structure to support the successful implementation of its
strategy, maximising the creation of sustainable shareholder value. The
formation of the JV creates a well-capitalised vehicle capable of rapidly
deploying investment in target assets.
The JV focuses on acquiring sites where it can offer consumers a mix of Drive
Thru, Foodvenience, Local Logistics and Trade Counter businesses alongside
opportunities to increase EV charging facilities. It intends to create a
modern roadside portfolio worth over £250 million through acquisition, asset
management and development, including opportunities across the portfolio for
electric vehicle charging infrastructure.
Meadow is a real estate private equity manager based in New York and London
with US$6.2 billion gross AUM. It specialises in middle-market real estate
transactions across all sub-sectors and risk profiles. Its partners have been
responsible for the acquisition and ongoing asset management of over US$30
billion of real estate assets located in the United States, Europe and Asia.
Meadow will initially own and fund 97% of the JV while Roadside will own and
fund 3%.
Three new schemes were acquired via the JV during the year and an agreement to
acquire 12 Lidl stores for £70 million was entered into shortly after the
year end, followed by Brampton Hut services in Cambridgeshire for £4.8
million. We are now looking to continue to scale our focused Roadside
commercial property business in line with the funding available from our JV.
Investments / discontinued operations
Roadside sold 20% of CSS's total share capital in two tranches during the year
for a total consideration of £16.0 million to CGV Ventures 1 Ltd ("CGV"). An
unconditional agreement to sell the first tranche entered on 20 March 2024,
with funds received the following month. An unconditional agreement to sell
the second tranche was entered on 30 September 2024, with funds received in
full post period end. Roadside's remaining stake is expected to be sold when
conditions enable maximum shareholder value to be achieved. As a result,
Roadside maintains an investment in CSS but no longer controls the company.
Therefore, the results of CSS are no longer consolidated within the Group
accounts but are treated as an associate investment held for sale for
accounting purposes. This presentation resulted in a fair value gain of £41.0
million recognised in the year within discontinued operations.
Roadside's pub business was disposed of during the year and all other
investments have been disposed of or wound down in order to focus on real
estate.
As a result of this, the financial result of CSS and Barkby Pubs have been
presented as discontinued operations, which generated a profit of £49.4
million during the year.
Funding, borrowings liquidity and going concern
Loan Note
The Group issued a loan note on 27 March 2024 to the value of £9 million. The
loan note carries a rolled-up interest rate of 14% and is repayable on 31
March 2026.
As an incentive to subscribe for the loan notes, the Company agreed to pay
initial subscribers for the April 2024 Loan Notes a bonus in cash equal to 25%
of the principal amount of the April 2024 Loan Notes subscribed by them on the
occurrence of any of the following events within 10 years: (i) the disposal by
the Company of its shares in CSS for an aggregate consideration of £15.0
million or more; (ii) the distribution of the Company's CSS shares to the
Company's shareholders paid up out of the distributable profits or capital
reserves of the Company; (iii) the disposal by CSS of all or substantially all
of its undertakings and assets or the winding-up of the Company, which in
either case results in the distribution of capital and/or distributable
profits by CSS to the Company of at least £15.0 million; or (iv) the
flotation of CSS on a recognised stock exchange.
On 30 September, prior to crystallization of the above events, the Company
entered into an agreement with some of the Loan Note holders to exchange the
CSS Bonus payable by Company under the April 2024 Loan Note agreement for
ordinary shares in CSS. The rationale for this was to settle a potential
future cash liability, that otherwise would have remained on the Roadside
balance sheet for up to 10 years.
£8.6 million of the previous Tarncourt facility, including accrued interest,
was rolled into the loan via repayment and redraw.
Tarncourt facility
Following the repayment of the Tarncourt facility, a revised facility was put
in place on 24 April 2024. The new facility is for £7.5 million, which was
fully drawn as at the year end. The new facility was repaid post year end,
therefore £7.5 million of funding was available as at December 2024. The
new facility is available until March 2026.
HSBC overdraft
The Group repaid its £1.2 million overdraft with HSBC as part of the
Company's refinancing which was announced on 23 April 2024. There are no
borrowings or overdraft in place with HSBC at the year end or post year-end.
Other third-party finance
Roadside has a third-party loan facility with Together, a specialist property
finance lender, which is secured on its commercial developments. The balance
of the facility was £8.0 million as at year end.
Cash and available funding
Overall, the Group had £0.1 million of cash as at the year end. Following the
receipt of cash from the CSS stake sale, the Group repaid a portion of its
related party borrowings in accordance with the terms of the agreement signed
on 24 April 2024 and therefore as at 23 December 2024 the Company has £0.6
million of cash and £7.5 million available from its financing facilities.
Group statement of profit or loss and other comprehensive income
Year ended 30 September 2024
Year ended Period ended
30 Sep 24 30 Sep 2023
£'000s £'000s
Continuing operations
Revenue 431 60
Gross profit 431 60
Other operating income 68 78
Administrative expenses -1,995 -2,856
Movement in fair value of investment property -355 -2,610
Loss from continuing operations -1,851 -5,328
Finance expense -4,333 -2,487
Loss from continuing operations before tax -6,184 -7,815
Income tax - -
Loss for the year from continuing operations -6,184 -7,815
Discontinued operations
Profit/(loss) for the year from discontinued operations 49,357 -2,368
Profit/(loss) and total comprehensive income for the period 43,173 -10,183
Profit for the year is attributable to:
Owners of Roadside Real Estate Plc 43,389 -2,368
Non-controlling interest -216 -142
43,173 -10,183
Pence Pence
Loss per share for profit attributable to the owners of Roadside Real Estate
Plc
Basic and diluted loss per share from continuing operations -4.31 -5.45
Basic and diluted profit/(loss) per share from discontinued operations 34.57 -1.55
30.26 -7.00
Group consolidated statement of financial position
As at 30 September 2024
As at As at
30 Sep 24 30 Sep 23
£'000s £'000s
Assets
Non-current assets
Property, plant and equipment 25 30
Right-of-use asset 100 -
Investment in associates - -
Investment property 8,827 8,700
Total non-current assets 8,952 8,730
Current assets
Inventory 181 385
Trade and other receivables 913 750
Other current financial asset 8,919 -
Cash and cash equivalents 103 2,045
Assets of disposal groups held for sale 40,970 5,000
Total current assets 51,086 8,180
Total assets 60,038 16,910
Liabilities
Current liabilities
Trade payables -596 -1,269
Borrowings -8,395 -17,359
Other current liabilities -1,599 -1,111
Lease liabilities -13 -
Liabilities of disposal groups held for sale - -6,440
Total current liabilities -10,603 -26,179
Non-current liabilities
Borrowings -16,495 -8,597
Lease liabilities -88 -
Total non-current liabilities -16,583 -8,597
Total liabilities -27,186 -34,776
Net assets/(liabilities) 32,852 -17,866
Equity
Share capital 1,237 1,237
Share premium 5,443 5,443
Merger reserve -422 -422
Retained earnings/(losses) 26,594 -23,446
Equity attributable to the owners 32,852 -17,188
Non-controlling interest - -678
Total equity 32,852 -17,866
Group statement of cash flows
For the year ended 30 September 2024
Year ended Period ended
30 Sep 24 30 Sep 23
£'000s £'000s
Cash flows from operating activities
Profit/(loss) before taxation from continuing operations -6,184 -7,815
Loss before taxation from discontinued operations 49,357 -2,434
Profit/(loss) before tax 43,173 -10,249
Adjustments to reconcile loss before tax to net cash flows
Depreciation of property, plant and equipment and right-of-use assets 18 1,081
Amortisation of intangible assets - 198
Loss on disposal of property, plant and equipment - 199
Gain on disposal of subsidiary -52,102 -
Fair value movement in investment property 355 2,610
Finance expense 4,333 3,257
Working capital changes
(Increase)/decrease in trade and other receivables -1,092 386
(Increase)/decrease in inventories -45 4,614
Increase/(decrease) in trade and other payables 1,021 -5,503
-4,339 -503
Interest paid -256 -1,533
Income tax received - 66
Net cash used in operating activities -4,595 -4,874
Cash flows from investing activities
Investment in financial assets -419 -
Disposal of shares in subsidiary 7,494 -
Purchase of investment property -482 -6,658
Disposal/(purchase) of property, plant and equipment 360 -267
Net cash generated/(used) in investing activities 6,953 -6,925
Cash flows from financing activities
Proceeds from issue of shares - 4
Proceeds from borrowings 15,052 18,597
Repayment of borrowings -16,505 -6,165
Repayment of lease liabilities -179 -617
Net cash raised in financing activities -1,632 11,819
Net increase in cash and cash equivalents 726 20
Cash and cash equivalents at the beginning of the financial period -623 -628
Cash and cash equivalents at the end of the financial period 103 -608
Cash and cash equivalents of continuing operations at the end of the financial 103 -623
period
Cash and cash equivalents of discontinued operations at the end of the - 15
financial period
Group consolidated statement of changes in equity
For the year ended 30 September 2024
Share capital Share Merger relief reserve Retained earnings/ (losses) Non-controlling interest Total equity
premium
£'000s £'000s £'000s £'000s £'000s £'000s
Balance at 30 September 2023 1,237 5,443 -422 -23,446 -678 -17,866
Profit for the year and total comprehensive income - - - 43,389 -216 43,173
Transactions with owners
Disposal of subsidiary without loss of control - - - 7,500 45 7,545
Non-controlling interest adjustment on disposal of subsidiaries - - - -849 849 -
Balance at 30 September 2024 1,237 5,443 -422 26,594 - 32,852
Notes to the financial statements
1. Company information
The consolidated financial statements of Roadside Real Estate plc for the
period ended 30 September 2024 were authorised for issue in accordance with a
resolution of the directors on 18 December 2024. Roadside Real Estate plc is a
public limited company incorporated and domiciled in the UK. The company's
number is 07139678 and the registered office is located at 115b Innovation
Drive, Milton,
Abingdon, Oxfordshire OX14 4RZ.
The Group's principal continuing activities consist of real estate investment.
During the period ended 30 September 2024, the Group disposed of Barkby Pubs
(a pub portfolio) and reduced its ownership of Cambridge Sleep Sciences (owner
of SleepHub and SleepEnging) to a non-controlling stake. During the prior
period ended 30 September 2023 the Group disposed of Workshop Coffee (a
speciality coffee roaster) and wound down Centurian Automotive (a premium used
car dealership). Therefore, these companies are shown as discontinued
activities in these financial statements.
2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial
statements are set out below. These policies have been consistently applied to
all the periods presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended UK adopted Accounting
Standards and Interpretations issued by the International Accounting Standards
Board ('IASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet
mandatory have not been early adopted. At present, no new or amended
Accounting Standards or Interpretations are expected to have an impact on the
reported results in the future. The Group has assessed the impact of these new
or amended Accounting Standards and Interpretations and do not expect that the
adoption of these standards will have a material impact on the financial
information of the Group or Company in future periods.
Basis of preparation
These consolidated financial statements of Roadside Real Estate plc (or "the
Group") have been prepared in accordance with UK adopted International
Accounting Standards.
Accounting periods
The financial statements have been prepared covering the financial year ended
30 September 2024. The comparative financial period was an extended 15-month
period consisting of a 65-week period ending on 30 September 2023. The change
to a September year end was to align year ends for all subsidiaries. The
Group's consolidated financial statements cover the financial period from 1
October 2023 to 30 September 2024 (2023: 3 July 2022 to 30 September 2023).
Therefore, the current and prior periods presented are not entirely
comparable.
Historical cost convention
The financial statements have been prepared under the historical cost
convention, except for certain assets and liabilities that are held at fair
value and are detailed in the Group 's accounting policies. The consolidated
financial statements are presented in Pounds Sterling, which is RRE's
functional and presentation currency and all values are rounded to the nearest
thousand (£'000s) unless otherwise stated.
Critical accounting estimates
The preparation of the financial statements requires the use of certain
critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group's accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are
disclosed in note 3.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities
of all subsidiaries of Roadside Real Estate plc ('company' or 'parent entity')
as at 30 September 2024 and the results of all subsidiaries for the period
then ended. Roadside Real Estate plc and its subsidiaries together are
referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and recognized gains on transactions
between entities in the Group are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method
of accounting. A change in ownership interest, without the loss of control, is
accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the
non-controlling
interest acquired is recognized directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown
separately in the statement of profit or loss and other comprehensive income,
statement of financial position and statement of changes in equity of the
Group. Losses incurred by the Group are only attributed to the non-controlling
interest to the extent to which they can be recovered from those parties.
Discontinued operations
The Group classifies discontinued operations within a disposal group held for
sale if their carrying values will be recovered principally through a sale
transaction rather than through their continuing use. Disposal groups
classified as held for sale are measured at the lower of their carrying amount
and fair value less costs to sell. Costs to sell are the incremental costs
directly attributable to the disposal of a
disposal group, excluding finance costs and income tax expense. The criteria
for classifying a disposal group as held for sale is regarding as having been
met only when a sale is highly probable and the disposal group is available
for immediate sale in its present condition. Actions required to complete the
sale should indicate that it is unlikely that significant changes to the sale
will be made or that the decision to sell will be reversed. Management must be
committed to the plan to sell the asset and the sale is expected to be
completed within one year from the date of classification.
A disposal group qualifies as discontinued operations of it is a component of
an entity that either has been disposed of, or is classified as held for sale
and:
• Represents a separate major line of business
• Is part of a single co-ordinated plan to dispose of a separate major line
of business.
Discontinued operations are excluded from the results of continuing operations
and are presented as a single amount as profit or loss after tax from
discontinued operations in the statement of profit or loss and comprehensive
income. All other notes to the financial statements include amounts for
continuing operations unless otherwise stated.
Following decisions of the Board, the Group issued a Trading and Strategy
update announcing that the Board had resolved to sell the Barkby Pubs,
Cambridge Sleep Sciences and Centurian Automotive businesses at the end of the
comparative period. Barkby Pubs and Cambridge Sleep Sciences were sold during
the financial year ended 30 September 2024.
Centurian Automotive wound down its operations during the prior year, with
some final vehicle stock being sold during the financial year ended 30
September 2024. The Group retained the subsidiary entity and on this basis the
assets and liabilities have been included within the continuing operations
lines of the Statement of Financial Position. The trading result for the year
have been presented within discontinued operations.
3. Post Balance Sheet Events
On 28 October 2024, RRE announced that Roadside Retail Limited, its joint
venture with Meadow Real Estate Fund VI LP, set up to acquire and develop
UK-based roadside real estate assets and signed an agreement with Lidl Great
Britain Limited to acquire 12 stores for total consideration of £70
million. Subsequently, the Group announced the acquisition of the Brampton
Hut services in Cambridgeshire for consideration of £5 million.
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. END FR TJBMTMTBTTIIRecent news on Roadside Real Estate
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