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
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For more information
Roadside Real Estate plc
Charles Dickson, Executive
Chairman
|
c/o Montfort
|
Cavendish Capital Markets Limited
(Nomad and Joint Corporate Broker)
Carl Holmes / Simon Hicks / Fergus
Sullivan (Corporate Finance)
Tim Redfern (ECM)
|
+44 (0)20 7220 0500
|
Stifel Nicolaus Europe Limited
(Financial Adviser and Joint Corporate Broker)
Mark Young
Jonathan Wilkes-Green
Catriona Neville
|
+44 (0)20 7710
7600
|
Montfort
Olly Scott
Georgia Colkin
|
+44 (0)78 1234 5205
|
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