REG - Roadside Real Estate - Partial sale of CSS shareholding for £6.0m

Roadside Real EstateAnnouncement

20/03/2024 10:15

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RNS Number : 6062H  Roadside Real Estate PLC  20 March 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" or the "Company")

 

 

Partial sale of Cambridge Sleep Sciences shareholding for £6.0m

 

 

Roadside (AIM: ROAD) is pleased to announce that it has exchanged an
unconditional share purchase agreement to sell 952 shares in its subsidiary,
Cambridge Sleep Sciences, ("CSS") for £6,302.53 per share to CGV Ventures 1
Ltd., (the "Transaction"). The total consideration of £6.0 million implies a
significant upside to the Company's retained shareholding in CSS. The
consideration would be wholly paid in cash by not later than 25 April 2024, at
which point the Transaction will complete and the shares will be transferred
to CGV.

 

CGV Ventures 1 Ltd. is a US-based Venture Capital fund which specialises in
taking minority positions in innovative healthcare companies.

 

Upon completion of the Transaction, Roadside's shareholding in CSS would
reduce from 75.0% to 65.0%. Roadside originally invested £2.7 million in CSS
in March 2020, in the form of a loan note, which would remain outstanding
following completion of the Transaction. Since Roadside continues to own more
than 50% of the equity in CSS, CSS would continue to be consolidated into
Roadside's accounts.

 

In the year ended 2 July 2022, CSS achieved revenue of c.£0.20 million, a
loss before tax of c.£0.85 million after allocation of central costs and
CSS's gross assets were held at a total carrying value of c.£0.75 million,
(net of intercompany positions).

 

Roadside intends to use the proceeds from the Transaction to reduce the
Company's debt, following its refinancing announcement on 19 December 2023 as
well as for general working capital.

 

On 11 September 2023, the Company announced that it was evaluating the best
corporate setting to maximise shareholder value from its investment in CSS.
The Board continues to explore the potential for a trade sale and de-merger,
but there can be no certainty that any transaction will ultimately be made nor
on its value.

 

Charles Dickson, Executive Chairman, said:

"Whilst the Company is now focused on roadside real estate, we are delighted
with the progress that CSS and its management team have made. We welcome CGV
as a shareholder in CSS and remain focused on finding the right corporate
setting for CSS to reach its full potential."

 

Further announcements will be made as appropriate.

 

- Ends -

 

For more information

 

 Roadside Real Estate plc                                                       c/o Montfort

 Charles Dickson, Executive Chairman

 Cavendish Capital Markets Limited (Nomad and Joint Corporate Broker)           +44 (0)20 7220 0500

 Carl Holmes / Simon Hicks / 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

 Montfort

 Olly Scott                                                                     +44 (0)78 1234 5205

 Georgia Colkin

 

About Roadside

Roadside is a real estate business focused on building and scaling a
high-quality portfolio of modern roadside retail assets, including modern EV
charging infrastructure.

 

About Cambridge Sleep Sciences Ltd

Cambridge Sleep Sciences Ltd, is a legacy Life Sciences investment of which
Roadside Real Estate plc would hold a 65% interest upon completion of the
Transaction. CSS develops technology which improves natural sleep. Using the
principles of neuroscience and cutting-edge technology to enhance brain
activity during sleep, its innovative solutions aim to improve health,
wellbeing and enhance quality of life.

 

Its SleepEngine® technology has been developed and refined over a decade by
a team of researchers, scientists, sound engineers and medical experts. This
unique technology produces sounds which emulate the waves created by the brain
during sleep cycles. The sleep sounds guide the user's brain through the
sequence of healthy sleep cycles, helping them fall asleep and achieve the
quality of sleep they need in a consistent and optimal way.

 

Find out more at: www.cambridgesleepsciences.com
(http://www.cambridgesleepsciences.com)

 

 

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